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UNITED STATES

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, 2010



| ̈ | 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:
000-33001





NATUS MEDICAL INCORPORATED

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 77-0154833                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

1501 Industrial Road, San Carlos, CA 94070

(Address of principal executive offices) (Zip Code)

(650) 802-0400

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for 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   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large Accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

The number of issued and outstanding shares of the registrants Common Stock, $0.001 par value, as of May 3, 2010 was
28,482,128.









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##### Table of Contents

NATUS MEDICAL INCORPORATED

TABLE OF CONTENTS



|                              |  |                                                                                                                |  |         
|----------------------------- |  | -------------------------------------------------------------------------------------------------------------- |  | --------
|                              |  |                                                                                                                |  | Page No.
|PART I. FINANCIAL INFORMATION |  | 3                                                                                                             
|                              |  |                                                                                                               
|Item 1.                       |  | Financial Statements                                                                                           |  | 3       
|                              |  |                                                                                                               
|                              |  | Condensed Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009 (unaudited)                   |  | 3       
|                              |  |                                                                                                               
|                              |  | Condensed Consolidated Statements of Operations for the three months ended March 31, 2010 and 2009 (unaudited) |  | 4       
|                              |  |                                                                                                               
|                              |  | Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009 (unaudited) |  | 5       
|                              |  |                                                                                                               
|                              |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                               |  | 6       
|                              |  |                                                                                                               
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                          |  | 17      
|                              |  |                                                                                                               
|Item 3.                       |  | Quantitative and Qualitative Disclosures about Market Risk                                                     |  | 22      
|                              |  |                                                                                                               
|Item 4.                       |  | Controls and Procedures                                                                                        |  | 23      
|                              | 
|PART II. OTHER INFORMATION    |  | 23                                                                                                            
|                              |  |                                                                                                               
|Item 1.                       |  | Legal Proceedings                                                                                              |  | 23      
|                              |  |                                                                                                               
|Item 1A.                      |  | Risk Factors                                                                                                   |  | 23      
|                              |  |                                                                                                               
|Item 6.                       |  | Exhibits                                                                                                       |  | 33      
|                              |  |                                                                                                               
|Signatures                    |  |                                                                                                                |  | 34      



2



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PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

NATUS MEDICAL INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(in thousands, except share amounts)



|                                                                                                                                       |  |               |         |   |                  |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                       |  | March 31,2010 |         |   | December 31,2009 |  
|ASSETS                                                                                                                                 |  |               |         |   |                  |   |         |  
|Current assets:                                                                                                                        |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                              |  | $             | 38,493  |   |                  | $ | 32,586  |  
|Short-term investments                                                                                                                 |  |               | 951     |   |                  |   | 965     |  
|Accounts receivable, net of allowance for doubtful accounts of $1,586 in 2010 and $1,515 in 2009                                       |  |               | 36,403  |   |                  |   | 43,750  |  
|Inventories                                                                                                                            |  |               | 25,144  |   |                  |   | 22,408  |  
|Prepaid expenses and other current assets                                                                                              |  |               | 4,234   |   |                  |   | 4,213   |  
|Deferred income tax                                                                                                                    |  |               | 4,313   |   |                  |   | 4,248   |  
|                                                                                                                                       |  |               |         |   |                  |   |         |  
|Total current assets                                                                                                                   |  |               | 109,538 |   |                  |   | 108,170 |  
|Property and equipment, net                                                                                                            |  |               | 15,539  |   |                  |   | 14,066  |  
|Intangible assets                                                                                                                      |  |               | 68,632  |   |                  |   | 70,144  |  
|Goodwill                                                                                                                               |  |               | 92,086  |   |                  |   | 92,258  |  
|Other assets                                                                                                                           |  |               | 5,979   |   |                  |   | 6,853   |  
|                                                                                                                                       |  |               |         |   |                  |   |         |  
|Total assets                                                                                                                           |  | $             | 291,774 |   |                  | $ | 291,491 |  
|                                                                                                                                       |  |               |         |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                   |  |               |         |   |                  |   |         |  
|Current liabilities:                                                                                                                   |  |               |         |   |                  |   |         |  
|Accounts payable                                                                                                                       |  | $             | 11,293  |   |                  | $ | 11,074  |  
|Current portion of long-term debt                                                                                                      |  |               | 178     |   |                  |   | 178     |  
|Accrued liabilities                                                                                                                    |  |               | 16,553  |   |                  |   | 17,245  |  
|Deferred revenue                                                                                                                       |  |               | 4,899   |   |                  |   | 4,705   |  
|                                                                                                                                       |  |               |         |   |                  |   |         |  
|Total current liabilities                                                                                                              |  |               | 32,923  |   |                  |   | 33,202  |  
|Long-term liabilities:                                                                                                                 |  |               |         |   |                  |   |         |  
|Long-term debt                                                                                                                         |  |               | 887     |   |                  |   | 931     |  
|Other liabilities                                                                                                                      |  |               | 7,739   |   |                  |   | 7,186   |  
|Deferred income tax                                                                                                                    |  |               | 6,860   |   |                  |   | 7,016   |  
|                                                                                                                                       |  |               |         |   |                  |   |         |  
|Total liabilities                                                                                                                      |  |               | 48,409  |   |                  |   | 48,335  |  
|                                                                                                                                       |  |               |         |   |                  |   |         |  
|Stockholders equity:                                                                                                                  |  |               |         |   |                  |   |         |  
|Common Stock, $0.001 par value, 120,000,000 shares authorized; shares issued and outstanding 28,403,051 in 2010 and 28,380,967 in
2009 |  |               | 251,689 |   |                  |   | 250,374 |  
|Retained earnings                                                                                                                      |  |               | 5,435   |   |                  |   | 5,737   |  
|Accumulated other comprehensive (loss)                                                                                                 |  |               | (13,759 | ) |                  |   | (12,955 | )
|                                                                                                                                       |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                                                                             |  |               | 243,365 |   |                  |   | 243,156 |  
|                                                                                                                                       |  |               |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                             |  | $             | 291,774 |   |                  | $ | 291,491 |  
|                                                                                                                                       |  |               |         |   |                  |   |         |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



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NATUS MEDICAL INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except per share amounts)



|                                                                              |  |                             |        |   |      |   |       
|----------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------
|                                                                              |  | Three Months EndedMarch 31,
|                                                                              |  | 2010                        |        |   | 2009
|Revenue                                                                       |  | $                           | 49,160 |   |      | $ | 33,357
|Cost of revenue                                                               |  |                             | 19,548 |   |      |   | 13,049
|                                                                              |  |                             |        |   |      |   |       
|Gross profit                                                                  |  |                             | 29,612 |   |      |   | 20,308
|                                                                              |  |                             |        |   |      |   |       
|Operating expenses:                                                           |  |                             |        |   |      |   |       
|Marketing and selling                                                         |  |                             | 13,773 |   |      |   | 9,987 
|Research and development                                                      |  |                             | 5,130  |   |      |   | 3,714 
|General and administrative                                                    |  |                             | 10,917 |   |      |   | 5,504 
|                                                                              |  |                             |        |   |      |   |       
|Total operating expenses                                                      |  |                             | 29,820 |   |      |   | 19,205
|                                                                              |  |                             |        |   |      |   |       
|Income (loss) from operations                                                 |  |                             | (208   | ) |      |   | 1,103 
|Other income (expense), net                                                   |  |                             | (54    | ) |      |   | 126   
|                                                                              |  |                             |        |   |      |   |       
|Income (loss) before provision for income tax                                 |  |                             | (262   | ) |      |   | 1,229 
|Provision for income tax                                                      |  |                             | 41     |   |      |   | 442   
|                                                                              |  |                             |        |   |      |   |       
|Net income (loss)                                                             |  | $                           | (303   | ) |      | $ | 787   
|                                                                              |  |                             |        |   |      |   |       
|Earnings (loss) per share:                                                    |  |                             |        |   |      |   |       
|Basic                                                                         |  | $                           | (0.01  | ) |      | $ | 0.03  
|                                                                              |  |                             |        |   |      |   |       
|Diluted                                                                       |  | $                           | (0.01  | ) |      | $ | 0.03  
|                                                                              |  |                             |        |   |      |   |       
|Weighted average shares used in the calculation of earnings (loss) per share: |  |                             |        |   |      |   |       
|Basic                                                                         |  |                             | 27,829 |   |      |   | 27,606
|Diluted                                                                       |  |                             | 27,829 |   |      |   | 28,136

The accompanying
notes are an integral part of these unaudited condensed consolidated financial statements.



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NATUS MEDICAL INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in thousands)



|                                                                                  |  |                             |        |   |      |   |        |  
|--------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                  |  | Three
Months EndedMarch 31, |       
|                                                                                  |  | 2010                        |        |   | 2009 |  
|Operating activities:                                                             |  |                             |        |   |      |   |        |  
|Net income (loss)                                                                 |  | $                           | (303   | ) |      | $ | 787    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                             |        |   |      |   |        |  
|Depreciation and amortization                                                     |  |                             | 2,109  |   |      |   | 2,486  |  
|Accounts receivable reserves                                                      |  |                             | 276    |   |      |   | 664    |  
|Warranty reserves                                                                 |  |                             | 24     |   |      |   | 218    |  
|Gain on disposal of property and equipment                                        |  |                             | 13     |   |      |   |       |  
|Share-based compensation                                                          |  |                             | 1,092  |   |      |   | 818    |  
|Excess tax benefits on the exercise of options                                    |  |                             | (55    | ) |      |   |       |  
|Changes in operating assets and liabilities:                                      |  |                             |        |   |      |   |        |  
|Accounts receivable                                                               |  |                             | 7,069  |   |      |   | 4,831  |  
|Inventories                                                                       |  |                             | (2,989 | ) |      |   | (516   | )
|Prepaid expenses and other assets                                                 |  |                             | (19    | ) |      |   | 1,059  |  
|Accounts payable                                                                  |  |                             | 395    |   |      |   | (533   | )
|Deferred income tax                                                               |  |                             | 747    |   |      |   |       |  
|Accrued liabilities and deferred revenue                                          |  |                             | (958   | ) |      |   | (3,240 | )
|                                                                                  |  |                             |        |   |      |   |        |  
|Net cash provided by operating activities                                         |  |                             | 7,401  |   |      |   | 6,574  |  
|                                                                                  |  |                             |        |   |      |   |        |  
|Investing activities:                                                             |  |                             |        |   |      |   |        |  
|Cash paid for business acquisitions and earnout obligations, net of cash acquired |  |                             | (19    | ) |      |   |       |  
|Purchases of property and equipment                                               |  |                             | (1,153 | ) |      |   | (1,386 | )
|Capitalized software development costs                                            |  |                             |       |   |      |   | (174   | )
|Purchases of marketable securities                                                |  |                             | (975   | ) |      |   | (795   | )
|Sales of marketable securities                                                    |  |                             | 975    |   |      |   |       |  
|                                                                                  |  |                             |        |   |      |   |        |  
|Net cash used in investing activities                                             |  |                             | (1,172 | ) |      |   | (2,355 | )
|                                                                                  |  |                             |        |   |      |   |        |  
|Financing activities:                                                             |  |                             |        |   |      |   |        |  
|Proceeds from stock option exercises and ESPP purchases                           |  |                             | 168    |   |      |   | 5      |  
|Excess tax benefits on the exercise of options                                    |  |                             | 55     |   |      |   |       |  
|Payments on borrowings                                                            |  |                             | (45    | ) |      |   | (44    | )
|                                                                                  |  |                             |        |   |      |   |        |  
|Net cash provided by (used in) financing activities                               |  |                             | 178    |   |      |   | (39    | )
|                                                                                  |  |                             |        |   |      |   |        |  
|Exchange rate effect on cash and cash equivalents                                 |  |                             | (500   | ) |      |   | 335    |  
|                                                                                  |  |                             |        |   |      |   |        |  
|Net increase in cash and cash equivalents                                         |  |                             | 5,907  |   |      |   | 4,515  |  
|Cash and cash equivalents, beginning of period                                    |  |                             | 32,586 |   |      |   | 56,915 |  
|                                                                                  |  |                             |        |   |      |   |        |  
|Cash and cash equivalents, end of period                                          |  | $                           | 38,493 |   |      | $ | 61,430 |  
|                                                                                  |  |                             |        |   |      |   |        |  
|Supplemental disclosure of cash flow information:                                 |  |                             |        |   |      |   |        |  
|Cash paid for interest                                                            |  | $                           | 26     |   |      | $ | 14     |  
|                                                                                  |  |                             |        |   |      |   |        |  
|Cash paid for income taxes                                                        |  | $                           | 1,335  |   |      | $ | 226    |  
|                                                                                  |  |                             |        |   |      |   |        |  
|Non-cash investing activities:                                                    |  |                             |        |   |      |   |        |  
|Acquisition-related earn out obligations included in accrued liabilities          |  | $                           | 22     |   |      | $ | 19     |  
|                                                                                  |  |                             |        |   |      |   |        |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



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NATUS MEDICAL INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1 - Basis of Presentation

The accompanying interim condensed consolidated financial statements of Natus Medical Incorporated (Natus, we,
us, or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Except as updated below, the accounting policies followed in the
preparation of the interim condensed consolidated financial statements are consistent in all material respects with those presented in Note 1 to the consolidated financial statements included in the Companys Annual Report on Form 10-K for the
year ended December 31, 2009.

Interim financial reports are prepared in accordance with the rules and regulations of the
Securities and Exchange Commission; accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. The interim financial information is unaudited, but reflects all normal adjustments that are, in
the opinion of management, necessary for the fair presentation of our financial position, results of operations, and cash flows for the interim periods presented. Operating results for the three months ended March 31, 2010 are not necessarily
indicative of the results that may be expected for the year ending December 31, 2010. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts
and transactions have been eliminated in consolidation.

Comprehensive Income (loss)

Comprehensive income (loss) is comprised of net income (loss) and gains or losses resulting from currency translations of foreign
investments. The details of comprehensive income are as follows (in thousands):



|                                        |  |                              |        |   |      |   |    
|--------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ---
|                                        |  | Three Months EndedMarch 
31,
|                                        |  | 2010                         |        |   | 2009
|Net income (loss)                       |  | $                            | (303   | ) |      | $ | 787
|Foreign currency translation adjustment |  |                              | (803   | ) |      |   | 139
|                                        |  |                              |        |   |      |   |    
|Comprehensive income (loss)             |  | $                            | (1,106 | ) |      | $ | 926
|                                        |  |                              |        |   |      |   |    

Stockholders Equity

The details of changes in stockholders equity are as follows (in thousands):



|                                              |  |                             |         |   |      |   |        
|--------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | -------
|                                              |  | Three Months EndedMarch 31,
|                                              |  | 2010                        |         |   | 2009
|Balance, beginning of period                  |  | $                           | 243,156 |   |      | $ | 226,494
|Net income (loss)                             |  |                             | (303    | ) |      |   | 787    
|Proceeds from stock option exercises and ESPP |  |                             | 168     |   |      |   | 5      
|Share-based compensation expense              |  |                             | 1,092   |   |      |   | 818    
|Tax effect of option exercises                |  |                             | 55      |   |      |   |       
|Foreign currency translation adjustment       |  |                             | (803    | ) |      |   | 139    
|                                              |  |                             |         |   |      |   |        
|Balance, end of period                        |  | $                           | 243,365 |   |      | $ | 228,243
|                                              |  |                             |         |   |      |   |        

Revenue Recognition

Revenue, net of discounts, is recognized from sales of medical devices and supplies, including sales to distributors, when the following
conditions have been met: a purchase order has been received, title has transferred, the selling price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Terms of sale for most domestic sales are FOB origin,
reflecting that title and risk of loss are assumed by the purchaser at the shipping point; however, terms of sale for some neurology, sleep-diagnostic, and head cooling systems are FOB destination, reflecting that title and risk of loss are assumed
by the purchaser upon delivery. Terms of sales to international distributors are EXW, reflecting that goods are shipped ex works, in which title and risk of loss are assumed by the distributor at the shipping point.



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NATUS MEDICAL INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Continued)



We have historically applied the software revenue recognition rules as prescribed by
Accounting Standards Codification (ASC) Subtopic 985-605 to sales of certain of our diagnostic neurology and hearing systems (products containing embedded software). In October 2009, the Financial Accounting Standards Board
(FASB) issued Accounting Standards Update No. (ASU) 2009-14, Certain Revenue Arrangements That Include Software Elements, which amended ASC Subtopic 985-605, and we adopted the provisions of ASU 2009-14 on
January 1, 2010. This ASU removes tangible products containing software components and non-software components that function together to deliver the products essential functionality from the scope of the software revenue recognition
rules. In the case of the Companys products containing embedded software, we have determined that the hardware and software components function together to deliver the products essential functionality, and therefore, the revenue from the
sale of these products no longer falls within the scope of the software revenue recognition rules. Our revenue recognition policies for sales of these products are now substantially the same as for our other tangible products.

Revenue from sales of certain of our products that remain within the scope of the software revenue recognition rules under ASC Subtopic
985-605 is not significant.

We previously accounted for arrangements with multiple deliverables under ASC Topic 605, where
revenue was allocated to the deliverables based on vendor specific objective evidence (VSOE). In October 2009 the FASB issued ASU 2009-13, Multiple Deliverable Revenue Arrangements, which amends ASC Topic 605, and we adopted the
provisions of ASU 2009-13 on January 1, 2010. Under the revenue recognition rules for tangible products as amended by ASU 2009-13, we now allocate revenue from arrangements with multiple deliverables to each of the deliverables based upon their
relative selling prices as determined by a selling-price hierarchy. A deliverable in an arrangement qualifies as a separate unit of accounting if the delivered item has value to the customer on a stand-alone basis. The principle deliverables in our
multiple deliverable arrangements that qualify as separate units of accounting consist of (i) sales of medical devices and supplies, (ii) installation services, (iii) extended service and maintenance agreements, and (iv) upgrades
to embedded software.

The new rules establish a hierarchy to determine the selling price to be used for allocating revenue to
deliverables as follows: (i) vendor-specific objective evidence of fair value (VSOE), (ii) third-party evidence of selling price (TPE), and (iii) best estimate of the selling price (ESP). VSOE of
fair value is defined as the price charged when the same element is sold separately, or if the element has not yet been sold separately, the price for the element established by management having the relevant authority when it is probable that the
price will not change before the introduction of the element into the marketplace. VSOE generally exists only when we sell the deliverable separately and is the price actually charged for that deliverable. We have previously established VSOE for
substantially all of the deliverables in our multiple element arrangements; however, in the future we may rely on ESPs, reflecting our best estimates of what the selling prices of elements would be if they were sold regularly on a stand-alone basis,
to establish the amount of revenue to allocate to the deliverable. TPE generally does not exist for our products because of their uniqueness.

For products shipped under FOB origin or EXW terms, delivery is generally considered to have occurred when shipped. Undelivered elements
in our sales arrangements, which are not considered to be essential to the functionality of a product, generally include installation or training services that are performed after the related products have been delivered. Revenue related to
undelivered installation services is deferred until such time as installation is complete at the customers site. Revenue related to training services is recognized when the service is provided. Fair value for installation or training services
is based on the price charged when the service is sold separately. The fair value of installation and training services is based upon billable hourly rates and the estimated time to complete the service.

Revenue from extended service and maintenance agreements, for both medical devices and data management systems, is recognized ratably
over the service period. Freight charges billed to customers are included in revenue and freight-related expenses are charged to cost of revenue. Advance payments from customers are recorded as deferred revenue and recognized as revenue as otherwise
described above. We generally do not provide rights of return on products. We accept trade-ins of our own and competitive medical devices. Trade ins are recorded as a reduction of the replacement medical device sale. Provisions are made for initial
standard warranty obligations that are generally one year in length.



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NATUS MEDICAL INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Continued)



More than 90% of the hospitals in the U.S. are members of Group Purchasing Organizations
(GPOs), which negotiate volume purchase prices for member hospitals, group practices, and other clinics. Our agreements with GPOs typically contain preferential terms for the GPO and its members, including provisions for some, if not
all, of the following:



| |  |  | Negotiated pricing for all group members;
| | - |  | -----------------------------------------



| |  |  | Volume discounts and other preferential terms on their members direct purchases from us;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | Promotion of Natus products by the GPO to its members;
| | - |  | -------------------------------------------------------



| |  |  | Payment of marketing fees by Natus to the GPO, usually based on purchasing experience of group members; and
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | Non-recourse cancellation provisions.
| | - |  | -------------------------------------

We do not sell products to GPOs. Hospitals, group practices and other clinics that are members of a GPO purchase products directly from
the Company under the terms negotiated by the GPO. Negotiated pricing and discounts are recognized as a reduction of the selling price of products at the time of the sale. Revenue from sales to members of GPOs is otherwise consistent with general
revenue recognition policies as previously described.

Other than the increased disclosure requirements of adoption of ASU
2009-13 and ASU 2009-14, the adoption of these provisions did not change our units of accounting, allocation of arrangement consideration, or pattern or timing of revenue recognition. It also did not have a significant impact on our financial
position, results of operations, or cash flows for the three months ended March 31, 2010, nor do we anticipate a significant impact for the year ended December 31, 2010.

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2010-06,
Improving Disclosures about Fair Value Measurements (Topic 820): Fair Value Measurement.ASU 2010-06 requires new disclosures on the amount of and reason for transfers in and out of Level 1 and 2 fair value measurements, disclosure of
activities, including purchases, sales, issuances, and settlements within Level 3 fair value measurements, and clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. The Company
adopted ASU 2010-06 on January 1, 2010. The adoption of ASU 2010-06 did not impact our financial position, results of operations, cash flows, and associated disclosures.

In October 2009, the FASB issued ASU 2009-13, Revenue Recognition (Topic 605): Multiple Deliverable Revenue Arrangements,
which amends ASC 605-25, Revenue Recognition - Multiple-Element Arrangements. ASU 2009-13 replaces the concept of allocating revenue consideration among deliverables in a multi-element revenue arrangement according to fair value with an
allocation based on selling price. ASU 2009-13 also establishes a hierarchy for determining the selling price of revenue deliverables sold in multiple element revenue arrangements. The selling price used for each deliverable will be based on
vendor-specific objective evidence (VSOE) if available, third-party evidence if VSOE is not available, or managements estimate of an elements stand-alone selling price if neither VSOE nor third-party evidence is available.
The amendments in this update also require that an allocation of selling price among deliverables be performed based upon each deliverables relative selling price to total revenue consideration, rather than on the residual method previously
permitted. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted, but then requires retrospective application of its
provisions from the beginning of the fiscal year. As noted above we adopted ASU 2009-13 on January 1, 2010.

In October
2009, the FASB issued ASU 2009-14, Certain Revenue Arrangements That Include Software Elements,which amends ASC 985-605, Revenue Recognition - Software. ASU 2009-14 changes the accounting model in revenue arrangements for products
that include both tangible and software elements. Tangible products containing software components and non-software components that function together to deliver the tangible products essential functionality are no longer within the scope of
the software revenue guidance in ASC 985-605. ASU 2009-14 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted, but then
requires retrospective application of its provisions from the beginning of the fiscal year. As noted above, we adopted ASU 2009-14 on January 1, 2010.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Continued)



In February 2009, Accounting Standards Codification (ASC) 805-20-35-3,
Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, was revised. The revisions relate to the initial recognition and measurement, subsequent measurement, and disclosure of assets and
liabilities arising from contingencies in a business combination under ASC Topic 805. We adopted the provisions of ASC 805-20-35-3 on September 1, 2009 and applied these provisions to two business combinations completed during the third quarter
of 2009. See Note 2.

2 - Business Combinations, Goodwill, and Intangible Assets

Alpine Biomed Holdings Corp.

We acquired Alpine Biomed Holdings Corp. (Alpine Biomed) on September 14, 2009 for $43.2 million in cash pursuant to an
Agreement and Plan of Merger. The Agreement and Plan of Merger also included an earn-out provision of based on the achievement of a certain revenue target as of December 31, 2009. We have advised the former stockholders of Alpine Biomed that we
do not believe that the revenue target was met for the payment of any earn-out consideration, and these stockholders have objected to our determination of the amount of Alpine Biomeds revenue for the period through December 31, 2009.

Alpine Biomed, with corporate headquarters in Fountain Valley, California and manufacturing facilities in Montreal, Canada,
and Copenhagen, Denmark, develops, manufactures, and sells devices for the diagnosis of neurological disorders. Alpine Biomeds broad range of products includes advanced electromyography systems for the diagnoses of peripheral nervous system
dysfunctions as well as devices for routine EEG and long term epilepsy monitoring. The acquisition broadened our product offerings, primarily in electromyography, and allows us to further leverage our existing sales channels both in the United
States and internationally.

The determination of estimated fair value of acquired assets and liabilities requires management
to make significant estimates and assumptions. We determined the fair value by applying established valuation techniques, based on information that management believed to be relevant to this determination. The process of valuing the assets,
liabilities and transaction costs as a result of the acquisition continued during the first quarter of 2010. As a result, the Company has recognized adjustments to its original estimate of the purchase price allocation of the fair value of the
assets acquired and liabilities assumed which decreased the carrying amount of goodwill by approximately $156,000 due to adjustments to inventories, intangible assets, accounts payable, and accrued expenses.

Valuing certain components of the acquisition, including primarily, inventory, deferred taxes, accrued warranty costs, accounts payable,
and other accrued expenses, required us to make estimates that may be adjusted in the future. Consequently, the purchase price allocation is considered preliminary.

Hawaii Medical

We acquired Hawaii Medical, LLC on July 2, 2009 for $2.9 million in cash pursuant to an Agreement and Plan of Merger. Massachusetts
based Hawaii Medical manufactures and markets single-use disposable products sold into the NICU and nursery in hospitals. In addition to the purchase price paid at closing, an earnout provision of the purchase agreement may result in additional cash
consideration depending upon the achievement of certain revenue targets over a 36 month period. Although there is no limit to the additional consideration that will be paid if the revenue targets are exceeded, no contingent obligation has been
recorded as there is significant uncertainty that the revenue targets will be achieved. To date, we have not paid any additional cash consideration.

Goodwill

The carrying amount of goodwill and the changes in those balances are as follows (in thousands):



|                                               |  |   |        |  
|---------------------------------------------- |  | - | ------ | -
|Balance, January 1, 2010                       |  | $ | 92,258 |  
|Purchase accounting adjustments                |  |   | (156   | )
|Adjustments associated with earnout provisions |  |   | 22     |  
|Foreign currency translation                   |  |   | (38    | )
|                                               |  |   |        |  
|Balance, March 31, 2010                        |  | $ | 92,086 |  
|                                               |  |   |        |  



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Continued)



Amortization of Intangible Assets Acquired Through Business Combinations

Amortization of intangible assets associated with our business combinations was $1.2 million and $1.1 million for the three
months ended March 31, 2010 and 2009, respectively.

Capitalized Software Development Costs

Pursuant to ASC 350-40, we capitalized software development costs of $174,000 during the three months ended March 31, 2009, and had
no capitalized software development costs during the three months ended March 31, 2010.

We report capitalized software
development costs as a component of intangible assets. Amortization of capitalized software development costs was $146,000 and $132,000 during the three months ended March 31, 2010 and 2009, respectively.

3 - Basic and Diluted Earnings (Loss) Per Common Share

Earnings (loss) per share is computed in accordance with ASC 260-10.Basic earnings (loss) per share is based upon the weighted
average number of common shares outstanding during the period. Diluted earnings (loss) per share is based upon the weighted average number of common shares outstanding and dilutive common stock equivalents outstanding during the period. Common stock
equivalents are options granted and shares of restricted stock issued under our stock awards plans and are calculated under the treasury stock method. Common equivalent shares from unexercised stock options and restricted stock are excluded from the
computation when there is a loss as their effect is anti-dilutive, or if the exercise price of such options is greater than the average market price of the stock for the period.

For the three months ended March 31, 2010, common stock equivalents of 767,362 shares were not used to calculate diluted net loss
per share because of their anti-dilutive effect. For the three months ended March 31, 2009, common stock equivalents of 529,848 shares were included in the weighted average shares outstanding used to calculate diluted earnings per share and
common stock equivalents of 1,620,307 shares were excluded from the calculation of diluted earnings per share because of their anti-dilutive effect.

4 - Inventories

Inventories consist of the following (in thousands):



|                                |  |               |        |   |                  |   |        |  
|------------------------------- |  | ------------- | ------ | - | ---------------- | - | ------ | -
|                                |  | March 31,2010 |        |   | December 31,2009 |  
|Raw materials and subassemblies |  | $             | 10,765 |   |                  | $ | 11,506 |  
|Finished goods                  |  |               | 17,597 |   |                  |   | 14,994 |  
|                                |  |               |        |   |                  |   |        |  
|Total Inventories               |  |               | 28,362 |   |                  |   | 26,500 |  
|Less: Non-current inventories   |  |               | (3,218 | ) |                  |   | (4,092 | )
|                                |  |               |        |   |                  |   |        |  
|Inventories, net                |  | $             | 25,144 |   |                  | $ | 22,408 |  
|                                |  |               |        |   |                  |   |        |  

Non-current inventories consist primarily of service components used to repair products held by our
customers pursuant to warranty obligations and extended service contracts, including service components for products we are not currently selling. Management believes that these inventories will be utilized for their intended purpose.

Work in process represents an immaterial amount in all periods presented.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Continued)



5 - Property and Equipment

Property and equipment consist of the following (in thousands):



|                                   |  |               |         |   |                  |   |         |  
|---------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                   |  | March 31,2010 |         |   | December 31,2009 |  
|Land                               |  | $             | 3,403   |   |                  | $ | 3,403   |  
|Building                           |  |               | 4,691   |   |                  |   | 4,691   |  
|Leasehold improvements             |  |               | 1,660   |   |                  |   | 1,479   |  
|Office furniture and equipment     |  |               | 8,115   |   |                  |   | 7,898   |  
|Computer software and hardware     |  |               | 5,138   |   |                  |   | 5,091   |  
|Demonstration and loaned equipment |  |               | 7,978   |   |                  |   | 6,286   |  
|                                   |  |               |         |   |                  |   |         |  
|                                   |  |               | 30,985  |   |                  |   | 28,848  |  
|Accumulated depreciation           |  |               | (15,446 | ) |                  |   | (14,782 | )
|                                   |  |               |         |   |                  |   |         |  
|Total                              |  | $             | 15,539  |   |                  | $ | 14,066  |  
|                                   |  |               |         |   |                  |   |         |  

Depreciation and amortization expense of property and equipment was $751,000 and $1.3 million for the three
months ended March 31, 2010 and 2009, respectively.

6 - Reserve for Product Warranties

We provide a warranty on all medical device products that is generally one year in length. We also sell extended service agreements on our
medical device products. Service for domestic customers is provided by Company-owned service centers that perform all service, repair and calibration services. Service for international customers is provided by a combination of Company-owned
facilities and third-party vendors on a contract basis.

We have accrued a warranty reserve, included in accrued liabilities
on the accompanying balance sheets, for the expected future costs of servicing products during the initial warranty period. We base the liability on actual warranty costs incurred to service those products. On new products, additions to the reserve
are based on a combination of factors including the percentage of service department labor applied to warranty repairs, as well as actual service department costs, and other judgments, such as the degree to which the product incorporates new
technology. The reserve is reduced as costs are incurred to honor existing warranty obligations or when current facts indicate that the original estimates of expected future costs of servicing products were overstated.

The details of activity in the warranty reserve are as follows (in thousands):



|                                |  |                              |     |   |      |   |       |  
|------------------------------- |  | ---------------------------- | --- | - | ---- | - | ----- | -
|                                |  | Three Months EndedMarch 
31, |    
|                                |  | 2010                         |     |   | 2009 |  
|Balance, beginning of period    |  | $                            | 694 |   |      | $ | 1,076 |  
|Warranty accrued for the period |  |                              | 24  |   |      |   | 238   |  
|Repairs for the period          |  |                              | (66 | ) |      |   | (291  | )
|                                |  |                              |     |   |      |   |       |  
|Balance, end of period          |  | $                            | 652 |   |      | $ | 1,023 |  
|                                |  |                              |     |   |      |   |       |  

The estimates we use in projecting future product warranty costs may prove to be incorrect. Any future
determination that our product warranty reserves are understated could result in increases to our cost of sales and reductions in our operating profits and results of operations.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Continued)



7 - Share-Based Compensation

At March 31, 2010, we have the following plans that give rise to share-based compensation: (i) two active stock option plans,
the Amended and Restated 2000 Stock Awards Plan and the 2000 Director Option Plan, and (ii) the 2000 Employee Stock Purchase Plan. The terms of awards granted during the three months ended March 31, 2010 and our methods for determining
grant-date fair value of the awards were consistent with those described in the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009.

Detail of share-based compensation expense is as follows (in thousands):



|                           |  |                              |       |      |   |    
|-------------------------- |  | ---------------------------- | ----- | ---- | - | ---
|                           |  | Three Months EndedMarch 
31,
|                           |  | 2010                         |       | 2009
|Cost of revenue            |  | $                            | 29    |      | $ | 37 
|Marketing and sales        |  |                              | 297   |      |   | 206
|Research and development   |  |                              | 96    |      |   | 66 
|General and administrative |  |                              | 670   |      |   | 509
|                           |  |                              |       |      |   |    
|Total                      |  | $                            | 1,092 |      | $ | 818
|                           |  |                              |       |      |   |    

As of March 31, 2010, unrecognized compensation
expense related to the unvested portion of our stock options and other stock awards was approximately $10.1 million, which is expected to be recognized over a weighted average period of 2.6 years.

Stock Options

Activity in our stock option plans during the three months ended March 31, 2010 is as follows:



|                                 |  |           |   |  |                              |       |                                                  |      |                                  |   |       
|-------------------------------- |  | --------- | - |  | ---------------------------- | ----- | ------------------------------------------------ | ---- | -------------------------------- | - | ------
|                                 |  | Shares    |   |  | WeightedAverageExercisePrice |       | Weighted-averageremainingcontractual life(years) |      | AggregateIntrinsicvalue($ 000s)
|Outstanding, beginning of period |  | 3,435,394 |   |  | $                            | 10.00 |                                                  |      |                                  |   |       
|Granted                          |  |          |   |  | $                            |      |                                                  |      |                                  |   |       
|Exercised                        |  | (24,584   | ) |  | $                            | 6.83  |                                                  |      |                                  |   |       
|Cancelled                        |  | (23,145   | ) |  | $                            | 13.53 |                                                  |      |                                  |   |       
|                                 |  |           |   |  |                              |       |                                                  |      |                                  |   |       
|Outstanding, end of period       |  | 3,387,665 |   |  | $                            | 9.99  |                                                  | 3.90 |                                  | $ | 21,087
|                                 |  |           |   |  |                              |       |                                                  |      |                                  |   |       
|Exercisable, end of period       |  | 2,577,045 |   |  | $                            | 8.92  |                                                  | 3.65 |                                  | $ | 18,397
|                                 |  |           |   |  |                              |       |                                                  |      |                                  |   |       

The intrinsic value of options exercised during the three months ended March 31, 2010 was
$219,535.

As of March 31, 2010, there were 3,255,954 options vested and expected to vest with a weighted average
exercise price of $9.88, an intrinsic value of $20.6 million, and a weighted average remaining contractual term of 3.9 years.



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NATUS MEDICAL INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Continued)



Restricted Stock Awards

Activity in our stock plans related to restricted stock awards during the three months ended March 31, 2010 is as follows:



|                              |  |         |   |  |                                       |       |                                                 |   |      
|----------------------------- |  | ------- | - |  | ------------------------------------- | ----- | ----------------------------------------------- | - | -----
|                              |  | Shares  |   |  | Weighted-average 
grantdate fairvalue |       | Remaining costexpected to berecognized($ 000s)
|Unvested, beginning of period |  | 547,784 |   |  | $                                     | 13.87 |                                                 |   |      
|Granted                       |  |        |   |  | $                                     |      |                                                 |   |      
|Vested                        |  | (3,750  | ) |  | $                                     | 18.43 |                                                 |   |      
|Forfeited                     |  |        |   |  | $                                     |      |                                                 |   |      
|                              |  |         |   |  |                                       |       |                                                 |   |      
|Unvested, end of period       |  | 544,034 |   |  | $                                     | 13.84 |                                                 | $ | 6,027
|                              |  |         |   |  |                                       |       |                                                 |   |      

We award restricted stock awards to U.S. employees of the Company that vest 50% upon the second
anniversary of the vesting start date and 25% upon each of the third and fourth anniversaries of the vesting start date. We also award restricted stock awards to non-employee directors of the Company that vest on the first anniversary of the grant
date.

Restricted Stock Units

Activity in our stock plans related to the award of restricted stock units during the three months ended March 31, 2010 is as
follows:



|                                 |  |         |   |  |                                                  |  |                                    |    
|-------------------------------- |  | ------- | - |  | ------------------------------------------------ |  | ---------------------------------- | ---
|                                 |  | Shares  |   |  | Weighted-averageremainingcontractuallife (years) |  | Aggregateintrinsic 
value($ 000s)
|Outstanding, beginning of period |  | 66,500  |   |  |                                                  |  |                                    |    
|Awarded                          |  |        |   |  |                                                  |  |                                    |    
|Released                         |  |        |   |  |                                                  |  |                                    |    
|Forfeited                        |  | (14,000 | ) |  |                                                  |  |                                    |    
|                                 |  |         |   |  |                                                  |  |                                    |    
|Outstanding, end of period       |  | 52,500  |   |  | 1.80                                             |  | $                                  | 827
|                                 |  |         |   |  |                                                  |  |                                    |    

We award restricted stock units to non-U.S. employees of the Company that vest 50% upon the second
anniversary of the vesting start date and 25% upon each of the third and fourth anniversaries of the vesting start date.

8 - Other income
(expense), net

Other income (expense), net consisted of (in thousands):



|                                      |  |                              |      |   |      |   |     |  
|------------------------------------- |  | ---------------------------- | ---- | - | ---- | - | --- | -
|                                      |  | Three Months EndedMarch 
31, |     
|                                      |  | 2010                         |      |   | 2009 |  
|Investment income                     |  | $                            | 8    |   |      | $ | 105 |  
|Interest expense                      |  |                              | (26  | ) |      |   | (14 | )
|Foreign currency exchange gain (loss) |  |                              | (178 | ) |      |   | 14  |  
|Other                                 |  |                              | 142  |   |      |   | 21  |  
|                                      |  |                              |      |   |      |   |     |  
|Total other income (expense), net     |  | $                            | (54  | ) |      | $ | 126 |  
|                                      |  |                              |      |   |      |   |     |  



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NATUS MEDICAL INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Continued)



9 - Income Taxes

Provision for Income Tax

We recorded $41,000 dollars of tax expense in the first quarter 2010. Although we reported a pre-tax loss of approximately $260,000
dollars, a tax benefit at an approximate 35% rate was offset by discrete tax adjustments. Our effective tax rate for the three months ended March 31, 2009 was 36%.

Deferred Income Taxes

We account for income taxes in accordance with ASC 740-10, which requires that deferred tax assets and liabilities be recognized using
enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. ASC 740-10 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that
some or all of the deferred tax assets will not be realized. We believe that it is more likely than not that most of our deferred tax assets will be fully realized; therefore, a valuation allowance has been provided for only a small portion of our
deferred tax assets.

Uncertain Tax Positions

We have cumulatively accrued approximately $726,000 for estimated interest and penalties related to uncertain tax positions at
March 31, 2010. We recorded approximately $79,000 and $51,000 of interest and penalties related to unrecognized tax positions as a component of income tax expense during the three months ended March 31, 2010 and 2009, respectively.

Our tax returns remain open to examination as follows: U.S. federal, 2005 through 2009; U.S. states, generally 2004 through
2009; significant foreign jurisdictions, generally 2006 through 2009.

10 - Restructuring Reserve

On January 13, 2010, the Company adopted a reorganization plan (the Restructuring Plan) that is designed to eliminate
redundant costs resulting from its acquisition of Alpine Biomed and to improve efficiencies in operations. Under the plan, Alpine operations in Montreal, Canada will be transitioned to the Companys existing Xltek facility in Oakville, Ontario,
Canada, and Alpines sales organization will be merged into the Companys global sales organization.

The
Restructuring Plan will result in a staff reduction of approximately 70 employees for which the Company has recorded a restructuring charge of approximately $3.0 million during its first fiscal quarter of 2010, substantially all of which will result
in cash expenditures. The Company accounts for restructuring costs in accordance with ASC Topic 420, Exit or Disposal Cost Obligations. The balance of the reserve is included in accrued liabilities on the accompanying balance sheets.

The Company completed the reorganization of the sales organization during the first quarter of 2010, while the transfer of
product development and production activities from Montreal to Oakville will occur over the course of the first half of 2010.

Detail of activity in the restructuring reserve is as follows, (in thousands):



|                              |  |                        |   |                   |   |              |  |                       |     |  |   |      
|----------------------------- |  | ---------------------- | - | ----------------- | - | ------------ |  | --------------------- | --- |  | - | -----
|                              |  | BalanceJanuary 
1,2010 |   | Charged toexpense |   | Amounts paid |  | BalanceMarch 
31,2010
|Employee termination benefits |  | $                      |  |                   | $ | 3,030        |  | $                     | 813 |  | $ | 2,217
|                              |  |                        |   |                   |   |              |  |                       |     |  |   |      

In addition to the above severance costs of
approximately $3.0 million that were accrued in the first fiscal quarter of 2010, the Company will incur other costs directly associated with the Restructuring Plan that do not qualify for accrual and reporting under ASC Topic 420 and are charged to
expense as incurred. The Company charged to expense approximately $93,000 of such costs during the three months ended March 31, 2010.



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NATUS MEDICAL INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Continued)



11 - Debt and Credit Arrangements

Long-term borrowings are comprised of the following (2010 and 2009 columns in thousands):



|                                                                                                                                                                                                                                                                                            |  |               |       |   |                  |   |       |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----- | - | ---------------- | - | ----- | -
|                                                                                                                                                                                                                                                                                            |  | March 31,2010 |       |   | December 31,2009 |  
|Term loan $2.9 million Canadian (CAD), interest at cost of funds plus 2.5%, due September 15, 2014 with
principle repayable in monthly installments of $16,000 until August 15, 2014 and one final payment of $404,000 collateralized by a first lien on land and building owned by Xltek |  | $             | 1,023 |   |                  | $ | 1,062 |  
|Term loan CAD $300,000, interest at cost of funds plus 2.5% due November 15, 2010 with principle repayable in monthly
installments of $2,000 until October 10, 2010 and one final payment of $36,000 collateralized by various assets of Xltek                                              |  |               | 42    |   |                  |   | 47    |  
|                                                                                                                                                                                                                                                                                            |  |               |       |   |                  |   |       |  
|Total long-term debt (including current portion)                                                                                                                                                                                                                                            |  |               | 1,065 |   |                  |   | 1,109 |  
|Less: current portion of long-term debt                                                                                                                                                                                                                                                     |  |               | (178  | ) |                  |   | (178  | )
|                                                                                                                                                                                                                                                                                            |  |               |       |   |                  |   |       |  
|Total long-term debt                                                                                                                                                                                                                                                                        |  | $             | 887   |   |                  | $ | 931   |  
|                                                                                                                                                                                                                                                                                            |  |               |       |   |                  |   |       |  

At March 31, 2010 the Company had a $25 million revolving credit facility with Wells Fargo Bank,
National Association (Wells Fargo) that was scheduled to expire on April 30, 2010. The Company entered into a new credit facility with Wells Fargo on April 22, 2010. See Note 14. We did not draw on the facility during the first
quarter of 2010 or during 2009. We have no other significant credit facilities.

12 - Segment, Customer and Geographic Information

We operate in one reportable segment in which we provide healthcare products used for the screening, detection, treatment,
monitoring and tracking of common medical ailments in newborn care, hearing impairment, neurological dysfunction, epilepsy, sleep disorders, and balance and mobility disorders.

Our end-user customer base includes hospitals, clinics, laboratories, physicians, nurses, audiologists, and governmental agencies. Most
of our international sales are to distributors who resell our products to end-users or sub-distributors.

Revenue and
long-lived asset information by geographic region is as follows (in thousands):



|                  |  |                             |        |      |   |       
|----------------- |  | --------------------------- | ------ | ---- | - | ------
|                  |  | Three Months EndedMarch 31,
|                  |  | 2010                        |        | 2009
|Revenue:          |  |                             |        |      |   |       
|United States     |  | $                           | 27,828 |      | $ | 22,978
|Foreign countries |  |                             | 21,332 |      |   | 10,379
|                  |  |                             |        |      |   |       
|Totals            |  | $                           | 49,160 |      | $ | 33,357
|                  |  |                             |        |      |   |       



|                   |  |               |        |                   |   |       
|------------------ |  | ------------- | ------ | ----------------- | - | ------
|                   |  | March 31,2010 |        | December 
31,2009
|Long-lived assets: |  |               |        |                   |   |       
|United States      |  | $             | 6,763  |                   | $ | 6,297 
|Foreign countries  |  |               | 8,776  |                   |   | 7,769 
|                   |  |               |        |                   |   |       
|Totals             |  | $             | 15,539 |                   | $ | 14,066
|                   |  |               |        |                   |   |       

Long-lived assets consist principally of property and
equipment (net). During the three months ended March 31, 2010 and 2009, no single customer or foreign country contributed to more than 10% of revenue, and revenue from services was less than 10% of revenue.

During the three months ended March 31, 2010 and 2009, respectively, revenue from devices and systems was $31.4 and $19.5 million,
while revenue from supplies and services was $16.9 and $13.3 million, respectively.



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NATUS MEDICAL INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Continued)



13 - Fair Value of Financial Instruments

The fair value of our assets and liabilities subject to fair value measurements are as follows (in thousands):



|                                  |  |                                  |       |                                                                           |   |         |   |         |  |  
|--------------------------------- |  | -------------------------------- | ----- | ------------------------------------------------------------------------- | - | ------- | - | ------- |  | -
|                                  |  | Fair Valueas
ofMarch 31, 2010    |       | Fair Value Measurements as 
ofMarch 31, 2010Using Fair Value Hierarchy   
|                                  |  |                                  |       | Level 1                                                                   |   | Level 2 |   | Level 3
|Bank money market investments     |  | $                                | 3,142 |                                                                           |  |         | $ | 3,142   |  | 
|Guaranteed investment certificate |  |                                  | 951   |                                                                           |  |         |   | 951     |  | 
|                                  |  |                                  |       |                                                                           |   |         |   |         |  |  
|Total                             |  | $                                | 4,093 |                                                                           |  |         | $ | 4,093   |  | 
|                                  |  |                                  |       |                                                                           |   |         |   |         |  |  
|                                  |  |                                 
|                                  |  | Fair Valueas
ofDecember 31, 2009 |       | Fair Value Measurements as 
ofDecember 31, 2009Using Fair Value Hierarchy
|                                  |  |                                  |       | Level 1                                                                   |   | Level 2 |   | Level 3
|Bank money market investments     |  | $                                | 3,142 |                                                                           |  |         | $ | 3,142   |  | 
|Guaranteed investment certificate |  |                                  | 965   |                                                                           |  |         |   | 965     |  | 
|                                  |  |                                  |       |                                                                           |   |         |   |         |  |  
|Total                             |  | $                                | 4,107 |                                                                           |  |         | $ | 4,107   |  | 
|                                  |  |                                  |       |                                                                           |   |         |   |         |  |  

In accordance with ASC Topic 820, Fair Value Measurements, Level 1 evaluations are based on
quoted prices in active markets for identical assets or liabilities that we have the ability to access. Level 2 evaluations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly
or indirectly. Bank money market accounts have a net asset value of $1.00 per share and are classified as Level 2 assets. Level 3 evaluations are based on assets and liabilities for which there are no observable inputs that are significant to the
overall fair value measurement.

14 - Subsequent Events

On April 22, 2010, we entered into a Second Amended and Restated Credit Agreement (the Credit Facility) with Wells Fargo.
The Credit Facility amended and restated our existing credit facility with Wells Fargo that was scheduled to expire on April 30, 2010. The Credit Facility provides for a $50 million secured revolving credit facility.

Borrowings under the Credit Facility are secured by substantially all of the Companys personal property, including, without
limitation, all of the Companys ownership interests in subsidiaries, accounts receivable, inventory, equipment and intellectual property now owned or hereafter acquired.

At the Companys option, outstanding borrowings on the Credit Facility will bear interest at either (i) a variable base rate,
which is the higher of the federal funds rate plus one-half of one percent, or the rate announced from time to time by Wells Fargo as its prime rate, or (ii) a one-, two-, three- or six-month fixed rate, as selected by the Company, that is
based on LIBOR plus an applicable interest margin that ranges from 150 basis points to 200 basis points depending upon the leverage ratio of the Company and its subsidiaries on a consolidated basis.

The Credit Facility matures on April 30, 2012, at which time all principal amounts outstanding under the Credit Facility will be due
and payable. Borrowings on the Credit Facility may be repaid at any time without premium or penalty.

The Credit Facility
contains certain usual and customary representations and warranties and affirmative and negative covenants, which include financial covenants; limitations on liens, additional indebtedness, further negative pledges, investments, payment of
dividends, mergers, sale of assets and restricted payments; and other limitations. The financial covenants include metrics for minimum adjusted EBITDA and quick ratio on a consolidated basis.



16



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##### Table of Contents

|ITEM 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Natus®, AABR®, ABaer®, ALGO®, AOAE®, AuDX®, Balance Manager®, Balance Master®, Biliband®,
Bio-logic®, Ceegraph®, CHAMP®, Cochlea Scan®, Cool Cap®, Ear Couplers®, Echo Screen®, EquiTest®, Fischer-Zoth®, Flexicoupler®, Gumdrop®, Keypoint®, Keypoint AU®, Keypoint EU® ,and Keypoint
JP®, MASTER®, Navigator®, Neatnick®, neoBLUE®, Neuromax®, NeuroWorks®, Oxydome®, Sleeprite®, Sleepscan®, Smart Scale®, Tootsweet®, Traveler®, Warmette® and VAC PAC® are registered
trademarks of Natus Medical Incorporated and its subsidiaries. Accuscreen, Bili Lite Pad, Bili-Lite, Biomark, Circumstraint, Coherence, Deltamed, inVision, MiniMuffs, Neometrics and
Smartpack are non-registered trademarks of Natus and its subsidiaries. Solutions for Newborn CareSM is a non-registered service mark of Natus.

Overview

The following Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
supplements the MD&A in the Annual Report on Form 10-K for the year ended December 31, 2009 of Natus Medical Incorporated (Natus, we, us, or our Company), and presumes that readers have read
or have access to the discussion and analysis in our Annual Report. Managements discussion and analysis should be read in conjunction with our condensed consolidated financial statements and accompanying footnotes, the discussion of certain
risks and uncertainties contained in Part II, Item 1A of this report, and the cautionary information regarding forward-looking statements at the end of this section. MD&A includes the following sections:



| |  |  | Our Business. A general description of our business;
| | - |  | ----------------------------------------------------



| |  |  | 2010 First Quarter Overview. A summary of key information concerning the financial results for the three months ended March 31, 2010;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Application of Critical Accounting Policies. A discussion of the accounting policies that are most important to the portrayal of our financial
condition and results of operations and that require significant estimates, assumptions, and judgments;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Results of Operations. An analysis of our results of operations for the periods presented in the financial statements;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | Liquidity and Capital Resources. An analysis of capital resources, sources and uses of cash, investing and financing activities, off-balance
sheet arrangements, contractual obligations and interest rate hedging;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Recent Accounting Pronouncements. See Note 1 to our Condensed Consolidated Financial Statements for a discussion of new accounting
pronouncements that affect us; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cautionary Information Regarding Forward-Looking Statements. Cautionary information about forward-looking statements.
| | - |  | ---------------------------------------------------------------------------------------------------------------------

Our Business

Natus is a leading provider of healthcare products used for the screening, detection, treatment, monitoring and tracking of common medical
ailments in newborn care, hearing impairment, neurological dysfunction, epilepsy, sleep disorders, and balance and mobility disorders. Product offerings include computerized neurodiagnostic systems for audiology, neurology, polysomnography, and
neonatalogy, as well as newborn care products such as hearing screening systems, phototherapy devices for the treatment of newborn jaundice, head-cooling products for the treatment of brain injury in newborns, and software systems for managing and
tracking disorders and diseases for public health laboratories.

We have completed a number of acquisitions since 2003,
consisting of either the purchase of a company, substantially all of the assets of a company, or individual products or product lines. The businesses we have acquired are Neometrics in 2003, Fischer-Zoth in 2004, Bio-logic, Deltamed, and Olympic
Medical in 2006, Xltek in 2007, Sonamed, Schwarzer Neurology, and Neurocom in 2008, and Hawaii Medical and Alpine Biomed in 2009.

Product Families

We categorize our products into the following product families, which are more fully described in our Annual Report on Form 10-K for the
year ended December 31 2009:



| |  |  | Hearing  Includes products for newborn hearing screening and diagnostic hearing assessment.
| | - |  | --------------------------------------------------------------------------------------------



17



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##### Table of Contents

| |  |  | Monitoring Systems for NeurologyIncludes products for diagnostic electroencephalography (EEG), diagnostic sleep
analysis (PSG), electromyography (EMG), intra-operative monitoring (IOM), newborn brain monitoring, and assessment of balance and mobility disorders.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Newborn Care  Includes products for the treatment of brain injury and jaundice in newborns.
| | - |  | --------------------------------------------------------------------------------------------

Segment and Geographic Information

We operate in one reportable segment in which we provide healthcare products used for the screening, detection, treatment, monitoring and
tracking of common medical ailments in newborn care, hearing impairment, neurological dysfunction, epilepsy, sleep disorders and balance and mobility disorders.

Our end-user customer base includes hospitals, clinics, laboratories, physicians, nurses, audiologists, and governmental agencies. Most
of our international sales are to distributors who resell our products to end-users or sub-distributors.

Information
regarding our sales and long-lived assets in the U.S. and in countries outside the U.S. is contained in Note 12 Segment, Customer and Geographic Information of our condensed consolidated financial statements included in this report.

Revenue by Product Category

We generate our revenue either from sales of Devices and Systems, which are generally non-recurring, and from related Supplies and
Services, which are generally recurring. The products that are attributable to these categories are described in our Annual Report on Form 10-K for the year ended December 31, 2009. Revenue from Devices and Systems and Supplies and Services, as
a percent of total revenue for the three months ended March 31, 2010 and 2009 is as follows:



|                      |  |                              |   |  |      |  
|--------------------- |  | ---------------------------- | - |  | ---- | -
|                      |  | Three Months EndedMarch 
31, |  
|                      |  | 2010                         |   |  | 2009 |  
|Devices and Systems   |  | 64                           | % |  | 58   | %
|Supplies and Services |  | 34                           | % |  | 40   | %
|Other                 |  | 2                            | % |  | 2    | %
|                      |  |                              |   |  |      |  
|Total                 |  | 100                          | % |  | 100  | %
|                      |  |                              |   |  |      |  

During the three months ended March 31, 2010 and 2009, no single customer or foreign country
contributed to more than 10% of revenue, and revenue from services was less than 10% of revenue.

2010 First Quarter
Overview

We incurred a net loss of $303,000, or $(0.01) per diluted share, for the first quarter of 2010, compared
with net income of $787,000, or $0.03 per diluted share, for the first quarter of 2009. The net loss for the 2010 period included a restructuring charge of $3.0 million or $(0.07) per diluted share to eliminate redundant costs resulting from our
acquisition of Alpine Biomed.

Our operating results for the first quarter of 2009 were adversely affected by the severe
worldwide economic downturn that began to impact our business in late 2008 and from which we began to recover in the second half of 2009. This recovery continued during the first quarter of 2010. Our revenue increased 47% to $49.2 million in the
first quarter ended March 31, 2010, compared to $33.4 million reported in the comparable quarter of the previous year. The increase in revenue in the first quarter of 2010 was primarily attributable to our acquisitions of Alpine Biomed and
Hawaii Medical; in addition, revenue from our existing product lines increased 22% in the 2010 period, including a significant increase in revenue from our neurology diagnostic devices and systems.

Application of Critical Accounting Policies

We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America
(GAAP). In so doing, we must often make estimates and use assumptions that can be subjective, and, consequently, our actual results could differ from those estimates. For any given individual estimate or assumption we make, there may
also be other estimates or assumptions that are reasonable.

We believe that the following critical accounting policies
require the use of significant estimates, assumptions, and judgments. The use of different estimates, assumptions, or judgments could have a material affect on the reported amounts of assets, liabilities, revenue, expenses, and related disclosures
as of the date of the financial statements and during the reporting period:



| |  |  | Revenue recognition
| | - |  | -------------------



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##### Table of Contents

| |  |  | Allowance for doubtful accounts
| | - |  | -------------------------------



| |  |  | Inventory is carried at the lower of cost or market value
| | - |  | ---------------------------------------------------------



| |  |  | Carrying value of intangible assets and goodwill
| | - |  | ------------------------------------------------



| |  |  | Liability for product warranties
| | - |  | --------------------------------



| |  |  | Share-based compensation
| | - |  | ------------------------

These critical accounting policies are described in more detail in our Annual Report on Form 10-K for the year ended December 31,
2009, under Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations. Other than as noted in Note 1 of the Notes to Consolidated Financial Statements (unaudited) contained in Item 1 of this
quarterly report on Form 10-Q addressing changes to our policies for revenue recognition, there have been no changes to these policies during the three months ended March 31, 2010.

Results of Operations

The following table sets forth, for the periods indicated selected consolidated statements of operations data as a percentage of total
revenue. Our historical operating results are not necessarily indicative of the results for any future period.



|                                              |  |                              |    |  |       |  
|--------------------------------------------- |  | ---------------------------- | -- |  | ----- | -
|                                              |  | Three Months EndedMarch 
31, |   
|                                              |  | 2010                         |    |  | 2009  |  
|Revenue                                       |  | 100.0                        | %  |  | 100.0 | %
|Cost of revenue                               |  | 39.8                         |    |  | 39.1  |  
|                                              |  |                              |    |  |       |  
|Gross profit                                  |  | 60.2                         |    |  | 60.9  |  
|                                              |  |                              |    |  |       |  
|Operating expenses:                           |  |                              |    |  |       |  
|Marketing and selling                         |  | 28.0                         |    |  | 30.0  |  
|Research and development                      |  | 10.4                         |    |  | 11.1  |  
|General and administrative                    |  | 22.2                         |    |  | 16.5  |  
|                                              |  |                              |    |  |       |  
|Total operating expenses                      |  | 60.6                         |    |  | 57.6  |  
|                                              |  |                              |    |  |       |  
|Income (loss) from operations                 |  | (0.4                         | )  |  | 3.3   |  
|                                              |  |                             
|Other income (expense), net                   |  | (0.1                         | )  |  | 0.4   |  
|                                              |  |                              |    |  |       |  
|Income (loss) before provision for income tax |  | (0.5                         | )  |  | 3.7   |  
|                                              |  |                             
|Provision for income tax                      |  | 0.1                          |    |  | 1.3   |  
|                                              |  |                              |    |  |       |  
|Net income (loss)                             |  | (0.6                         | )% |  | 2.4   | %
|                                              |  |                              |    |  |       |  

We acquired Hawaii Medical in July 2009 and Alpine Biomed in September 2009. Where significant, we have
noted the impact of these acquisitions on our results of operations for the three months ended March 31, 2010, as compared to the same period in 2009.

Three Months Ended March 31, 2010 and 2009

Our revenue increased 47%, or $15.8 million, to $49.2 million for the three month period ended March 31, 2010 compared to $33.4
million in the comparable 2009 period. Revenue of Alpine Biomed contributed to $7.4 million of the increase, while revenue from our hearing products increased by $2.3 million to $17.9 million, and revenue from our neurology products other than from
Alpine Biomed increased $4.1 million to $14.7 million.

Revenue from devices and systems increased $11.9 million, or 61%, to
$31.4 million in the three months ended March 31, 2010, compared to $19.5 million in the same period in 2009. Revenue from Alpine Biomed contributed to $6.6 million of the increase, while revenue from our hearing products contributed to $2.8
million of the increase and revenue from our other neurology products contributed to $2.4 million of the increase. Revenue from devices and systems was 64% of total revenue in the three months ended March 31, 2010 compared to 58% of total
revenue for the first quarter of 2009.

Revenue from supplies and services increased 27%, or $3.6 million, to $16.9 million in
the first quarter of 2010 compared to $13.3 million in the same period in 2009. In the 2010 first quarter, revenue from hearing screening and neurology supplies increased by $2.6 million and newborn care supplies increased by $849,000. Revenue from
supplies and services was 34% of total revenue in the three months ended March 31, 2010 compared to 40% of total revenue for the first quarter of 2009.



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##### Table of Contents

Revenue from sales outside the U.S. increased 106%, or $11.0 million, to $21.4 million in
the first quarter of 2010 compared to $10.4 million for the same period in 2009. Revenue from Alpine Biomed contributed to $6.7 million of the increase in international revenue, while revenue from our hearing screening devices increased 107% or $2.0
in international markets. Revenue from supplies and services, exclusive of Alpine Biomed, increased by $1.0 million or 34%, in international markets.

Gross profit as a percentage of revenue was 60.2% for the three months ended March 31, 2010 compared to 60.9% for the respective
period in 2009.

Total operating costs increased by $10.6 million or 55%, to $29.8 million in the three months ended
March 31, 2010, compared to $19.2 million in the same period in 2009. The operations of Alpine Biomed contributed to $4.9 million of the increase. We also recorded a restructuring charge of $3.0 million in the first quarter of 2010 for which
there was no comparable cost in 2009. The net increase in total operating costs from factors other than the foregoing was primarily attributable to increases in employee compensation and outside consulting costs to support the increase in revenue.

Marketing and selling expenses increased $3.8 million, or 38%, to $13.8 million in the three months ended March 31,
2010, compared to $10.0 million in the same period in 2009. The expenses of Alpine Biomed contributed to $2.4 million of the increase. The remainder of the increase was primarily attributable to higher sales commission costs associated with the
increase in our revenue.

Research and development expenses increased $1.4 million, or 38%, to $5.1 million for the three
months ended March 31, 2010, compared to $3.7 million in the same period of 2009. The operations of Alpine Biomed contributed to $1.7 million of the increase, while other research and development expenses were approximately 8% lower in the
first quarter of 2010 compared to the same period in 2009, reflecting the impact of lower outside service costs.

General and
administrative expenses increased $5.4 million, or 98%, to $10.9 million in the three months ended March 31, 2010, compared to $5.5 million in the same period in 2009. The operations of Alpine Biomed contributed to $1.3 million of the increase.
We also recorded a $3.0 million restructuring charge for which there was no similar charge in the first quarter of 2009. Other general and administrative expenses exclusive of those associated with Alpine Biomed and restructuring costs, were $1.0
million higher in the 2010 first quarter compared to the same period in 2009, which resulted primarily from increased payroll, related benefit costs, and outside consulting services.

Other income or expense, net, consists of investment income from our investment portfolio, interest expense, net currency exchange gains
and losses, and other miscellaneous income and expenses. We reported net other expense of $54,000 in the three months ended March 31, 2010, compared to net other income of $126,000 in the same period in 2009. During the 2010 period rates of
interest earned on our investment portfolio were lower and this was coupled with foreign currency exchange losses generated from the strengthening dollar against the euro.

We recorded a provision for income taxes of $41,000 in the three months ended March 31, 2010, compared to $442,000 in the same
period in 2009. Although we reported a loss before provision for income tax of $262,000 in the 2010 period, a tax benefit at an approximate 35% rate was offset by discrete tax adjustments. Our effective tax rate in the 2009 period was 36%. Because
deferred tax assets and liabilities of Xltek are revalued to the Canadian Dollar and the net change in value is reported as a component of our tax provision, we may have increased volatility in our effective tax rate in the future.

Liquidity and Capital Resources

Liquidity is our ability to generate sufficient cash flows from operating activities to meet our obligations and commitments. In addition,
liquidity includes the ability to obtain appropriate financing and to raise capital. Therefore, liquidity cannot be considered separately from capital resources that consist of our current funds and the potential to increase those funds in the
future. We plan to use these resources in meeting our commitments and in achieving our business objectives.

As of
March 31, 2010, we had cash, cash equivalents, and short-term investments of $39.4 million, stockholders equity of $243.4 million, and working capital of $76.6 million, compared with cash, cash equivalents, and short-term investments of
$33.5 million, stockholders equity of $243.2 million, and working capital of $75.0 million as of December 31, 2009.



20



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##### Table of Contents

We believe that our current cash and cash equivalents and any cash generated from operations
will be sufficient to meet our ongoing operating and capital requirements for the foreseeable future. We completed two acquisitions in 2009 including Alpine Biomed at the end of the third quarter, four acquisitions in 2008, one in 2007, and three in
2006. We intend to continue to acquire additional technologies, products, or businesses and these acquisitions could be significant. These actions would likely affect our future capital requirements and the adequacy of our available funds. In order
to finance future acquisitions, we may be required to raise additional funds through public or private financings, strategic relationships or other arrangements. Any equity financing may be dilutive to stockholders, and debt financing, if available,
may involve restrictive covenants and increase our cost of capital.

At March 31, 2010 we had a $25 million revolving
credit facility with Wells Fargo Bank, National Association (Wells Fargo) which we increased to a $50 million facility as of April 22, 2010. The revolving credit facility contains covenants, including covenants relating to liquidity
and other financial measurements, and provides for events of default, including failure to pay any interest when due, failure to perform or observe covenants, bankruptcy or insolvency events and the occurrence of a material adverse effect. We have
granted Wells Fargo a security interest in substantially all of our assets. We did not draw on the facility during the first quarter of 2010 or during 2009. We have no other significant credit facilities.

Global capital markets have been, and may continue to be, disrupted and volatile. The cost and availability of equity and debt funding
has been and may continue to be adversely affected by illiquid capital and credit markets. Some lenders have reduced or, in some cases, ceased to provide funding to borrowers. We believe that we have adequate liquidity to meet our present needs.
Turbulence in the United States and international financial markets, however, could adversely affect the cost and availability of financing to us in the future and limit our ability to acquire products, other assets, or businesses.

Cash provided by operations increased by $827,000 for the three months ended March 31, 2010 to $7.4 million, compared to
$6.6 million for the same period in 2009. The sum of our net income and certain non-cash expense items, such as reserves, depreciation and amortization, and share based compensation was approximately $3.2 million in the 2010 period, compared to
$5.0 million in 2009. The overall impact of changes in certain operating assets and liabilities on total operating cash flows resulted in a cash inflow of $4.2 million and $1.6 million in 2010 and 2009, respectively. In particular, our cash
flow from operations in the first quarter of 2010 was positively affected by our reduction of accounts receivable of $7.1 million compared to the positive impact of $4.8 million from the reduction of accounts receivable in the first quarter of
2009.

Cash used in investing activities was $1.2 million for the three months ended March 31, 2010, compared to $2.4
million for the same period in 2009. We used $1.2 million and $1.4 million of cash to acquire property and equipment, during the three months ended March 31, 2010 and 2009, respectively. We did not record any internal use software development
costs in 2010, compared with $174,000 in 2009.

Cash provided by financing activities was $178,000 in the three months ended
March 31, 2010, compared to $39,000 used in financing activities in the same period of 2009. We received cash from sales of our stock pursuant to our stock options and our employee stock purchase plan in the amount of $168,000 and $5,000 in the
three months ended March 31, 2010 and 2009, respectively. In 2010, we realized an excess tax benefit of $55,000 on the exercise of employee stock options, with no comparable excess tax benefit in the first quarter of 2009. In 2010, this amount
was recorded as an increase to stockholders equity.

Our future liquidity and capital requirements will depend on
numerous factors, including the:



| |  |  | Extent to which we make acquisitions;
| | - |  | -------------------------------------



| |  |  | Amount and timing of revenue;
| | - |  | -----------------------------



| |  |  | Extent to which our existing and new products gain market acceptance;
| | - |  | ---------------------------------------------------------------------



| |  |  | Cost and timing of product development efforts and the success of these development efforts;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Cost and timing of marketing and selling activities; and
| | - |  | --------------------------------------------------------



| |  |  | Availability of borrowings under line of credit arrangements and the availability of other means of financing.
| | - |  | --------------------------------------------------------------------------------------------------------------



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Commitments and Contingencies

In the normal course of business, we enter into obligations and commitments that require future contractual payments. The commitments
primarily result from firm, noncancellable purchase orders placed with contract vendors that manufacture some of the components used in our medical devices and related disposable supply products, as well as commitments for leased office,
manufacturing, and warehouse facilities. There have been no material changes to the table of contractual obligations presented in Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations, of our
Annual Report on Form 10-K for the year ended December 31, 2009.

Under our bylaws, we have agreed to indemnify our
officers and directors for certain events or occurrences arising as a result of the officer or director serving in such capacity. We have a directors and officers liability insurance policy that limits our exposure and enables us to
recover a portion of any amounts paid resulting from the indemnification of our directors and officers. In addition, we enter into indemnification agreements with other parties in the ordinary course of business. We believe the estimated fair value
of these indemnification agreements is minimal and we have not recorded a liability for these agreements.

Recent
Accounting Pronouncements

See Note 1 to our Condensed Consolidated Financial Statements for a discussion of new
accounting pronouncements that affect us.

Cautionary Information Regarding Forward Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934 about Natus Medical Incorporated. These statements include, among other things, statements concerning our expectations, beliefs, plans, intentions, future operations, financial
condition and prospects, and business strategies. The words may, will, continue, estimate, project, intend, believe, expect, anticipate, and
other similar expressions generally identify forward-looking statements. Forward-looking statements in this Item 2 include, but are not limited to, statements regarding the following: our effective tax rate for 2010, our expectation that the
reduction in capital equipment purchases has stabilized and will not further deteriorate, our expectation regarding expansion of our international operations, our expectations regarding our new products, the sufficiency of our current cash, cash
equivalents, and short-term investment balances, and any cash generated from operations to meet our ongoing operating and capital requirements for the foreseeable future and our intent to acquire additional technologies, products, or businesses.

Forward-looking statements are not guarantees of future performance and are subject to substantial risks and
uncertainties that could cause the actual results predicted in the forward-looking statements as well as our future financial condition and results of operations to differ materially from our historical results or currently anticipated results.
Investors should carefully review the information contained under the caption Risk Factors contained in Part II, Item 1A of this report for a description of risks and uncertainties. All forward-looking statements are based on
information available to us on the date hereof, and we assume no obligation to update forward-looking statements.



|ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

We develop products in the U.S., Canada, and Europe and sell those products primarily in the U.S., Europe and Asia. As a result, our
financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. Most of our sales in Europe and Asia are denominated in U.S. dollars and Euros, and with the
acquisition of Xltek in November 2007, a small portion of our sales are now denominated in Canadian dollars. As our sales in currencies other than the U.S. dollar increase, our exposure to foreign currency fluctuations may increase.

In addition, changes in exchange rates also may affect the end-user prices of our products compared to those of our foreign competitors,
who may be selling their products based on local currency pricing. These factors may make our products less competitive in some countries.

If the U.S. dollar uniformly increased or decreased in strength by 10% relative to the currencies in which our sales were denominated,
our net income would have correspondingly increased or decreased by an immaterial amount for the three months ended March 31, 2010. Our interest income is sensitive to changes in the general level of interest rates in the U.S. However, because
recent market conditions have resulted in historically low rates of return on our investments, a hypothetical decrease of 10% in market interest rates would not result in a material decrease in interest income earned on our investments held as of
March 31, 2010.



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When able, we invest excess cash in bank money-market funds or discrete short-term
investments. The fair value of short-term investments and cash equivalents (investments) is sensitive to changes in the general level of interest rates in the U.S., and the fair value of these investments will fall if market interest
rates increase. However, since we generally have the ability to hold these investments to maturity, these declines in fair value may never be realized. If market interest rates were to increase by 10% from levels at March 31, 2010, the fair
value of our investments would decline by an immaterial amount.

All of the potential changes noted above are based on
sensitivity analyses performed on our financial position as of March 31, 2010. Actual results may differ as our analysis of the effects of changes in interest rates does not account for, among other things, sales of securities prior to maturity
and repurchase of replacement securities, the change in mix or quality of the investments in the portfolio, and changes in the relationship between short-term and long-term interest rates.



|ITEM 4. | Controls and Procedures
|------- | -----------------------

Evaluation of Disclosure Controls and Procedures

Under the rules of the Securities and Exchange Commission, disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or
submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our chief executive officer and our chief financial officer, has evaluated the
effectiveness of our disclosure controls and procedures as of March 31, 2010. Our chief executive officer and chief financial officer determined that as of March 31, 2010 our disclosure controls and procedures were effective for the
purpose set forth above.

Changes in Internal Control over Financial Reporting

Under the rules of the Securities and Exchange Commission, internal control over financial reporting is defined as a process
designed by, or under the supervision of, an issuers principal executive and principal financial officers, and effected by the issuers board of directors, management and other personnel, to provide reasonable assurances regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2010,
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION



|ITEM 1. | Legal Proceedings
|------- | -----------------

We may
from time to time become a party to various legal proceedings or claims that arise in the ordinary course of business. Our management reviews these matters if and when they arise and believes that the resolution of any of these matters will not have
a significant adverse effect on our financial condition.



|ITEM 1A. | Risk Factors
|-------- | ------------

We
have completed a number of acquisitions and expect to complete additional acquisitions in the future. There are numerous risks associated with acquisitions and we may not achieve the expected benefit of any of our acquisitions

Our acquisitions of products, technology assets, or businesses may have a negative impact on our business if we fail to achieve the
anticipated financial, strategic, and other benefits of acquisitions or investments, and our operating results may suffer because of this.

Our significant acquisitions are as follows: Neometrics in 2003; Fischer-Zoth in 2004; Bio-logic, Deltamed, and Olympic in 2006; Xltek in
2007; Sonamed, Schwarzer Neurology, and Neurocom in 2008; and Hawaii Medical and Alpine Biomed in 2009.



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We expect to continue to pursue opportunities to acquire other businesses in future periods.
The acquisitions that we have completed may not result in improved operating results for us, or in our achieving a financial condition superior to that which we would have achieved had we not completed them. Our results of operations may be
adversely impacted by costs associated with our acquisitions, including one-time charges associated with restructurings. For example, in our acquisition of Alpine Biomed we agreed to pay certain earn-out consideration if Alpine Biomed achieved a
target level of revenue for 2009. We advised the former stockholders of Alpine Biomed that we do not believe that the target level of revenue was achieved, but these stockholders have contested the manner in which we calculated the Alpine Biomed
revenue. Any additional payments that may be required to the former Alpine Biomed stockholders would be recorded as an expense in the period that we become obligated to make such payments. Further, our acquisitions could fail to produce the benefits
that we anticipate, or could have other adverse effects that we currently do not foresee. In addition, some of the assumptions that we have relied upon, such as achievement of operating synergies, may not be realized. In this event, one or more of
the acquisitions could result in reduced earnings of Natus as compared to the earnings that would have been achieved by Natus if the acquisition had not occurred.

We have incurred indebtedness to fund some of our acquisitions. The use of debt to fund our acquisitions may have an adverse impact on
our liquidity and cause us to place more reliance on cash flow from operations for our liquidity. If our cash flow from operations is not sufficient for our needs, our business could be adversely affected. If we are required to seek additional
external financing to support our need for cash to fund future acquisitions, we may not have access to financing on terms that are acceptable to us, or at all. Alternatively, we may feel compelled to access additional financing on terms that are
dilutive to existing holders of our common stock or that include covenants that restrict our business, or both. If the recent lack of liquidity in credit markets persists into the future, our ability to obtain debt financing for future acquisitions
may be impaired.

If we fail to successfully manage the combined operations of Natus and the businesses we have acquired, we
may not realize the potential benefits of our acquisitions. Our corporate headquarters are located in San Carlos, California. We also have the following operating divisions: Olympic in Washington; Neurocom in Oregon; Bio-logic in Illinois;
Neometrics in New York; Xltek and Stellate in Canada; Alpine Biomed in Denmark; Fischer-Zoth, Schwarzer Neurology, and IT-Med (collectively Natus Europe) and Alpine Biomed Germany in Germany; and Deltamed and Alpine Biomed France in
France. If we fail to manage these disparate operations effectively, our results of operations could be harmed, employee morale could decline, key employees could leave, and customers could cancel existing orders or choose not to place new ones. In
addition, we may not achieve the synergies or other benefits of these and future acquisitions that we anticipate. We may encounter the following additional difficulties and delays involved in integrating and managing these operations, and the
operations of companies we may acquire:



| |  |  | Failure of customers to continue using the products and services of the combined company;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | Failure to successfully develop the acquired technology into the desired products or enhancements;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | Assumption of unknown liabilities;
| | - |  | ----------------------------------



| |  |  | Failure to understand products or technologies with which we have limited previous experience;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | Failure to compete effectively in new markets;
| | - |  | ----------------------------------------------



| |  |  | Decreased liquidity, restrictive bank covenants, and incremental financing costs associated with debt we may incur to complete future acquisitions; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Diversion of the attention of management from other ongoing business concerns.
| | - |  | ------------------------------------------------------------------------------

Our acquisitions of products, technology assets, or businesses may have a negative impact on our business if we fail to achieve the
anticipated financial, strategic and other benefits of these acquisitions or investments. In addition, our reported operating results may suffer because of impairment charges incurred to write down the carrying amount of intangible assets, including
goodwill, generated as a result of the acquisitions.

Adverse economic conditions in markets in which we operate may
harm our business

Unfavorable changes in U.S. and international economic environments may adversely affect our
business and financial results. Economic conditions in the countries in which we operate and sell products worsened and global financial markets subsequently experienced significant volatility and declines throughout much of 2009. We are unable to
foresee when, or if, these factors might return to more normal levels. During challenging economic times, and in tight credit markets, our customers may delay or reduce capital expenditures. This could result in reductions in sales of our products,
longer sales cycles, difficulties in collection of accounts receivable, slower adoption of new technologies, and increased price competition, all of which could impact our results of operations and financial condition. In addition, we expect these
factors will cause us to be more cautious in evaluating potential acquisition opportunities, which could hinder our ability to grow through acquisition while these conditions persist.



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Our growth in recent years has depended substantially on the completion of
acquisitions and we may not be able to complete acquisitions of this nature or of a relative size in the future to support a similar level of growth

The acquisitions that we have completed have been the primary source of our growth in revenue in recent years. We expend considerable
effort in seeking to identify attractive acquisition candidates and, upon doing so, to convince the potential target to consider a sale to us and, ultimately, to negotiate mutually agreeable acquisition terms. If we are not successful in these
efforts in the future, our growth rate will not increase at a rate corresponding to that which we have achieved in recent years. Further, as we grow larger it will be necessary to complete the acquisition of larger companies and product lines to
support a growth similar to that which we have achieved in the past. The market for attractive acquisitions is competitive and others with greater financial resources than we have may be better positioned than we are to acquire desirable targets.
Further, we may not be able to negotiate acquisition terms with target companies that will allow us to achieve positive financial returns from the transaction.

We have initiated changes to our information systems that could disrupt our business and our financial results.

We plan to continuously improve our enterprise resource planning, customer relationship management, and document lifecycle management
systems to support the form, functionality, and scale of our business. These types of transitions frequently prove disruptive to the underlying business of an enterprise and may cause us to incur higher costs than we anticipate. Failure to manage a
smooth transition to the new systems and the ongoing operations and support of the new systems could materially harm our business operations.

For example, we are currently in the process of implementing the rollout of an enterprise resource planning application
(ERP) in our European operating divisions. Until we have completed this ERP implementation, we will be dependent on multiple platforms. We may experience difficulties in implementing the ERP and we may fail to gain the efficiencies the
implementation is designed to produce. The implementation could also be disruptive to our operations, including the ability to timely ship and track product orders to customers, project inventory requirements, manage our supply chain and otherwise
adequately service our customers.

Future changes in technology or market conditions could result in adjustments
to our recorded asset balance for intangible assets, including goodwill, resulting in additional charges that could significantly impact our operating results

Our balance sheet includes significant intangible assets, including goodwill and other acquired intangible assets. The determination of
related estimated useful lives and whether these assets are impaired involves significant judgments. Our ability to accurately predict future cash flows related to these intangible assets might be hindered by events over which we have no control.
Due to the highly competitive nature of the medical device industry, new technologies could impair the value of our intangible assets if they create market conditions that adversely affect the competitiveness of our products. Any future
determination that these assets are carried at greater than their fair value could result in substantial impairment charges, which could significantly impact our operating results.

We may not be able to preserve the value of our intellectual property because we may not be able to protect access to it or we may
lose our intellectual property rights due to expiration of our licenses or patents

If we fail to protect our
intellectual property rights or if our intellectual property rights do not adequately cover the technology we employ, other medical device companies could sell products with features similar to ours, and this could reduce demand for our products. We
protect our intellectual property through a combination of patent, copyright, trade secret and trademark laws. Despite our efforts to protect our proprietary rights, others may attempt to copy or otherwise improperly obtain and use our products or
technology. Policing unauthorized use of our technology is difficult and expensive, and we cannot be certain that the steps we have taken will prevent misappropriation. Our means of protecting our proprietary rights may be inadequate. Enforcing our
intellectual property rights could be costly and time consuming and may divert our managements attention and resources. Failing to enforce our intellectual property rights could also result in the loss of those rights.



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If health care providers are not adequately reimbursed for procedures conducted with
our devices or supplies, or if reimbursement policies change adversely, we may not be successful marketing and selling our products or technologies

Clinicians, hospitals, and government agencies are unlikely to purchase our products if clinicians are not adequately reimbursed for the
procedures conducted with our devices or supplies. Unless a sufficient amount of conclusive, peer-reviewed clinical data about our products has been published, third-party payors, including insurance companies and government agencies, may refuse to
provide reimbursement. Furthermore, even if reimbursement is provided, it may not be adequate to fully compensate the clinicians or hospitals. Some third-party payors may impose restrictions on the procedures for which they will provide
reimbursement. If health care providers cannot obtain sufficient reimbursement from third-party payors for our products or the screenings conducted with our products, we may not achieve significant market acceptance of our products. Acceptance of
our products in international markets will depend upon the availability of adequate reimbursement or funding within prevailing healthcare payment systems. Reimbursement, funding, and healthcare payment systems vary significantly by country. We may
not obtain approvals for reimbursement in a timely manner or at all.

Adverse changes in reimbursement policies in general
could harm our business. We are unable to predict changes in the reimbursement methods used by third-party health care payors, particularly those in countries and regions outside the U.S. For example, some payors are moving toward a managed
care system in which providers contract to provide comprehensive health care for a fixed cost per person. In a managed care system the cost of our products may not be incorporated into the overall payment for patient care or there may not be
adequate reimbursement for our products separate from reimbursement for other procedures.

Healthcare reforms, changes
in healthcare policies and changes to third-party reimbursements for our products may affect demand for our products

The U. S. government has in the past considered, is currently considering, and may in the future consider healthcare policies and
proposals intended to curb rising healthcare costs, including those that could significantly affect reimbursement for our products. These policies have included, and may in the future include: basing reimbursement policies and rates on clinical
outcomes; the comparative effectiveness and costs of different treatment technologies and modalities; imposing price controls and taxes on medical device providers; and other measures. Future significant changes in the healthcare systems in the
United States or elsewhere could also have a negative impact on the demand for our current and future products. These include changes that may reduce reimbursement rates for our products and changes that may be proposed or implemented by the current
U.S. Presidential administration or Congress. It is unclear which, if any, of the various U.S. healthcare reform policies currently being discussed and/or proposed might be enacted by the U.S. Congress and signed into law by the President.

If we fail in our efforts to educate clinicians, government agency personnel, and third-party payors on the
effectiveness of our products, we may not achieve future sales growth

It is critical to the success of our sales
efforts that we educate a sufficient number of clinicians, hospital administrators, and government agencies about our products and the costs and benefits of their use. The commercial success of our products depends upon clinician, government agency
and other third-party payor confidence in the economic and clinical benefits of our products as well as their comfort with the efficacy, reliability, sensitivity and specificity of our products. We believe that clinicians will not use our products
unless they determine, based on published peer-reviewed journal articles and experience, that our products provide an accurate and cost-effective alternative to other means of testing or treatment. Our customers may choose to use competitive
products, which may be less expensive or may provide faster results than our devices. Clinicians are traditionally slow to adopt new products, testing practices and clinical treatments, partly because of perceived liability risks and the uncertainty
of third-party reimbursement. If clinicians, government agencies and hospital administrators do not adopt our products, we may not maintain profitability. Factors that may adversely affect the medical communitys acceptance of our products
include:



| |  |  | Publication of clinical study results that demonstrate a lack of efficacy or cost-effectiveness of our products;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | Changing governmental and physician group guidelines;
| | - |  | -----------------------------------------------------



| |  |  | Actual or perceived performance, quality, price, and total cost of ownership deficiencies of our products relative to other competitive products;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Our ability to maintain and enhance our existing relationships and to form new relationships with leading physicians, physician organizations,
hospitals, state laboratory personnel, and third-party payors;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in state and third-party payor reimbursement policies for our products; and
| | - |  | -----------------------------------------------------------------------------------



| |  |  | Repeal of laws requiring universal newborn hearing screening and metabolic screening.
| | - |  | -------------------------------------------------------------------------------------

Increased sales through group purchasing organizations and sales to high volume purchasers may reduce our average selling prices,
which would reduce our revenue and gross profits

We have entered, and expect in the future to enter into agreements
with customers who purchase high volumes of our products. Our agreements with these customers may contain discounts from our normal selling prices and other special pricing considerations, which could cause our revenue and profits to decline. In
addition, we have entered into agreements to sell our products to members of GPOs, which negotiate volume purchase prices for medical devices and supplies for member hospitals, group practices and other clinics. While we make sales directly to GPO
members, the GPO members receive volume discounts from our normal selling price and may receive other special pricing considerations from us. Sales to members of all GPOs accounted for approximately 24%, 31% and 35% of our total revenue during 2009,
2008 and 2007, respectively, and sales to members of one GPO, Novation LLC, accounted for approximately 8%, 10% and 9% of our total revenue in 2009, 2008 and 2007, respectively. Other of our existing customers may be members of GPOs with which we do
not have agreements. Our sales efforts through GPOs may conflict with our direct sales efforts to our existing customers. If we enter into agreements with new GPOs and some of our existing customers begin purchasing our products through those GPOs,
our revenue and profits could decline.

Demand for some of our products depends on the capital spending policies of our
customers, and changes in these policies could harm our business

A majority of customers for our products are
hospitals, physician offices, and clinics. Many factors, including public policy spending provisions, available resources, and economic cycles have a significant effect on the capital spending policies of these entities and therefore the amount that
they can spend on our equipment products. If budget resources limit the capital spending of our customers, they will be unlikely to either purchase any new equipment from us or upgrade to any of our newer equipment products. Lack of liquidity in
credit markets and uncertainty about future economic conditions can have an adverse effect on the spending patterns of our customers. These factors can have a significant adverse effect on the demand for our products.

Our markets are very competitive and in the United States we sell certain of our products in a mature market

We face competition from other companies in all of our product lines. Our competitors range from small, privately-held companies to
multinational corporations and their product offerings vary in scope and breadth. We do not believe that any single competitor is dominant in any of our product lines.

The markets for certain of our products in the U.S., including the newborn hearing screening and EEG monitoring markets, are mature and
we are unlikely to see significant growth for such products in the U.S. In the U.S. we derive a significant portion of our revenue from the sale of disposable supplies that are used with our hearing screening devices. Because these disposable supply
products can generate high margins, we expect that our products, particularly our hearing screening disposable supply products, could face increasing competition, including competitors offering lower prices, which could have an adverse affect on our
revenue and margins.

We believe that our primary competitive strengths relate to the functionality and reliability of our
products, our recognized brands, and our developed sales channels. Our competitors may have certain competitive advantages, which include the ability to devote greater resources to the development, promotion, and sale of their products.
Consequently, we may need to increase our efforts, and related expenses for research and development, marketing, and selling to maintain or improve our position.

We expect recurring sales to our existing customers to generate a majority of our revenue in the future, and if our existing customers do
not continue to purchase products from us, our revenue may decline.



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Our operating results may decline if we do not succeed in developing, acquiring and
marketing additional products or improving our existing products

We intend to develop additional products and
technologies, including enhancements of existing products, for the screening, detection, treatment, monitoring and tracking of common medical ailments. Developing new products and improving our existing products to meet the needs of current and
future customers requires significant investments in research and development. If we fail to successfully sell new products, update our existing products, or timely react to changes in technology, our operating results may decline as our existing
products reach the end of their commercial life cycles.

Our plan to expand our international operations will result in
increased costs and is subject to numerous risks; if our efforts are not successful, this could harm our business

We
have expanded our international operations through acquisitions and plan to expand our international sales and marketing efforts to increase sales of our products in foreign countries. We may not realize corresponding growth in revenue from growth
in international unit sales, due to the lower average selling prices we receive on sales outside of the U.S. Even if we are able to successfully expand our international selling efforts, we cannot be certain that we will be able to create or
increase demand for our products outside of the U.S. Our international operations are subject to other risks, which include:



| |  |  | Impact of possible recessions in economies outside the U.S.;
| | - |  | ------------------------------------------------------------



| |  |  | Political and economic instability, including instability related to war and terrorist attacks in the U.S. and abroad;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | Contractual provisions governed by foreign law, such as local law rights to sales commissions by terminated distributors;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | Decreased healthcare spending by foreign governments that would reduce international demand for our products;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | Continued strengthening of the U.S. dollar relative to foreign currencies that could make our products less competitive because most of our
international sales are denominated in U.S. dollars;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Greater difficulty in accounts receivable collection and longer collection periods;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | Difficulties of staffing and managing foreign operations;
| | - |  | ---------------------------------------------------------



| |  |  | Reduced protection for intellectual property rights in some countries and potentially conflicting intellectual property rights of third parties under
the laws of various foreign jurisdictions;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Difficulty in obtaining and maintaining foreign regulatory approval; and
| | - |  | ------------------------------------------------------------------------



| |  |  | Attitudes by clinicians, and cost reimbursement policies, towards use of disposable supplies that are potentially unfavorable to our business.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------

In particular, our international sales could be adversely affected by a strengthening of the U.S. dollar
relative to other foreign currencies, which makes our products more costly to international customers to whom sales are denominated in U.S. dollars.

Our operating results may suffer because of our exposure to foreign currency exchange rate fluctuations

Substantially all of our sales contracts with our U.S. based customers provide for payment in U.S. dollars. With the exception of our
Canadian operations, substantially all of the revenue and expenses of our foreign subsidiaries are denominated in the applicable foreign currency. To date we have executed only limited foreign currency contracts to hedge these currency risks. Our
future revenue and expenses may be subject to volatility due to exchange rate fluctuations that could result in foreign exchange gains and losses associated with foreign currency transactions and the translation of assets and liabilities denominated
in foreign currencies.

Substantially all our sales from our U.S. operations to our international distributors also provide
for payment in U.S. dollars. A strengthening of the U.S. dollar relative to other foreign currencies could increase the effective cost of our products to our international distributors as their functional currency is typically not the U.S. dollar.
This could have a potential adverse effect on our ability to increase or maintain average selling prices of our products to our foreign-based customers.



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If guidelines mandating universal newborn hearing screening do not continue to develop
in foreign countries and governments do not mandate testing of all newborns as we anticipate, or if those guidelines have a long phase-in period, our sales of newborn hearing screening products may not achieve the revenue growth we have achieved in
the past

We estimate that approximately 95% of the children born in the U.S. are currently being tested for hearing
impairment prior to discharge from the hospital. To date, there has been only limited adoption of newborn hearing screening prior to hospital discharge by foreign governments, and when newborn hearing screening programs are enacted by foreign
governments there can be a phase-in period spanning several years. The widespread adoption of guidelines depends, in part, on our ability to educate foreign government agencies, neonatologists, pediatricians, third-party payors, and hospital
administrators about the benefits of universal newborn hearing screening as well as the use of our products to perform the screening and monitoring. Our revenue from our newborn hearing screening product lines may not grow if foreign governments do
not require universal newborn hearing screening prior to hospital discharge, if physicians or hospitals are slow to comply with those guidelines, or if governments provide for a lengthy phase-in period for compliance.

Because we rely on distributors or sub-distributors to sell our products in most of our markets outside of the U.S., our revenue
could decline if our existing distributors reduce the volume of purchases from us, or if our relationship with any of these distributors is terminated

We currently rely on our distributors or sub-distributors for a majority of our sales outside the U.S. Some distributors also assist us
with regulatory approvals and education of clinicians and government agencies. We intend to continue our efforts to increase our sales in Europe, Japan, and other developed countries. If we fail to sell our products through our international
distributors, we would experience a decline in revenues unless we begin to sell our products directly in those markets. We cannot be certain that we will be able to attract new international distributors to market our products effectively or provide
timely and cost-effective customer support and service. Even if we are successful in selling our products through new distributors, the rate of growth of our revenue could be harmed if our existing distributors do not continue to sell a large dollar
volume of our products. None of our existing distributors are obligated to continue selling our products.

We may be subject
to foreign laws governing our relationships with our international distributors. These laws may require us to make payments to our distributors if we terminate our relationship for any reason, including for cause. Some countries require termination
payments under local law or legislation that may supersede our contractual relationship with the distributor. Any required payments would adversely affect our operating results.

If we lose our relationship with any supplier of key product components or our relationship with a supplier deteriorates or key
components are not available in sufficient quantities, our manufacturing could be delayed and our business could suffer

We contract with third parties for the supply of some of the components used in our products and the production of our disposable
products. Some of our suppliers are not obligated to continue to supply us. We have relatively few sources of supply for some of the components used in our products and in some cases we rely entirely on sole-source suppliers. In addition, the
lead-time involved in the manufacturing of some of these components can be lengthy and unpredictable. If our suppliers become unwilling or unable to supply us with components meeting our requirements, it might be difficult to establish additional or
replacement suppliers in a timely manner, or at all. This would cause our product sales to be disrupted and our revenue and operating results to suffer.

Replacement or alternative sources might not be readily obtainable due to regulatory requirements and other factors applicable to our
manufacturing operations. Incorporation of components from a new supplier into our products may require a new or supplemental filing with applicable regulatory authorities and clearance or approval of the filing before we could resume product sales.
This process may take a substantial period of time, and we may not be able to obtain the necessary regulatory clearance or approval. This could create supply disruptions that would harm our product sales and operating results.

We depend upon key employees in a competitive market for skilled personnel, and, without additional employees, we cannot grow or
maintain profitability

Our products and technologies are complex, and we depend substantially on the continued service
of our senior management team. The loss of any of our key employees could adversely affect our business and slow our product development process. Our future success also will depend, in part, on the continued service of our key management personnel,
software engineers, and other research and development employees and our ability to identify, hire, and retain additional personnel, including customer service, marketing, and sales staff. Demand for these skilled employees in our industry is very
competitive due to the limited number of people available with the necessary technical skills and understanding of our product technologies. We may be unable to attract and retain personnel necessary for the development of our business.



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Our ability to market and sell products depends upon receipt of domestic and foreign
regulatory approval of our products and manufacturing operations. Our failure to obtain or maintain regulatory approvals and compliance could negatively affect our business

Our products and manufacturing operations are subject to extensive regulation in the United States by the FDA and by similar regulatory
agencies in other countries. Our products are classified as medical devices. Medical devices are subject to extensive regulation by the FDA pursuant to regulations that are wide ranging and govern, among other things: design and development;
manufacturing and testing; labeling; storage and record keeping; advertising, promotion, marketing, sales distribution and export; and surveillance and reporting of deaths or serious injuries.

Unless an exemption applies, each medical device that we propose to market in the U.S. must first receive one of the following types of
FDA premarket review authorizations:



| |  |  | Clearance via Section 510(k) of the Food, Drug, and Cosmetics Act of 1938, as amended; or
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | Premarket approval via Section 515 of the Food, Drug, and Cosmetics Act if the FDA has determined that the medical device in question poses a
greater risk of injury.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

The FDA will clear marketing of a medical device through the 510(k) process if it
is demonstrated that the new product is substantially equivalent to other 510(k)-cleared products. The premarket approval application process is much more costly, lengthy and uncertain than the 510(k) process, and must be supported by extensive data
from preclinical studies and human clinical trials. The FDA may not grant either 510(k) clearance or premarket approval for any product we propose to market. Further, any modification to a 510(k)-cleared device that could significantly affect its
safety or effectiveness, or that would constitute a major change in its intended use, design or manufacture, requires a new 510(k) clearance or, possibly, approval of a premarket approval application. The FDA requires every manufacturer to make this
determination in the first instance, but the FDA may review any manufacturers decision. If the FDA requires us to seek 510(k) clearance or premarket approval for modification of a previously cleared product for which we have concluded that new
clearances or approvals are unnecessary, we may be required to cease marketing or to recall the modified product until we obtain clearance or approval, and we may be subject to significant regulatory fines or penalties. Further, our products could
be subject to recall if the FDA determines, for any reason, that our products are not safe or effective.

Delays in receipt or
failure to receive clearances or approvals, the loss of previously received clearances or approvals, or the failure to comply with existing or future regulatory requirements could adversely impact our operating results. If the FDA finds that we have
failed to comply with these requirements, the Agency can institute a wide variety of enforcement actions, ranging from a public warning letter to more severe sanctions such as:



| |  |  | Fines, injunctions and civil penalties;
| | - |  | ---------------------------------------



| |  |  | Recall or seizure of our products;
| | - |  | ----------------------------------



| |  |  | Issuance of public notices or warnings;
| | - |  | ---------------------------------------



| |  |  | Imposition of operating restrictions, partial suspension, or total shutdown of production;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | Refusal of our requests for Section 510(k) clearance or premarket approval of new products;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | Withdrawal of Section 510(k) clearance or premarket approvals already granted; or
| | - |  | ---------------------------------------------------------------------------------



| |  |  | Criminal prosecution.
| | - |  | ---------------------

Domestic regulation of our products and manufacturing operations, other than that which is administered by the FDA, includes the
Environmental Protection Act, the Occupational Safety and Health Act, and state and local counterparts to these Acts.



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Our business would be harmed if the FDA determines that we have failed to comply with
applicable regulations governing the manufacture of our products and/or we do not pass an inspection

We and our
suppliers are required to demonstrate and maintain compliance with the FDAs Quality System Regulation. The Quality System Regulation sets forth the FDAs requirements for good manufacturing practices of medical devices and includes
requirements for, among other things, the design, testing, production processes, controls, quality assurance, labeling, packaging, storage and shipping of such products. In addition, we and our suppliers must engage in extensive recordkeeping and
reporting and must make available our manufacturing facility and records for periodic unscheduled inspections by federal, state and foreign agencies, including the FDA. We cannot assure you that we and our suppliers are or will continue to be in
full compliance with the Quality System Regulation, and that we will not encounter any manufacturing difficulties.

Failure of
our third party suppliers and manufacturers or us to comply with applicable regulations could result in sanctions being imposed on us, including, among other things, fines, injunctions, civil penalties, failure of regulatory authorities to grant
marketing approval of our products, delays, suspension or withdrawal of approvals, seizures or recalls of products and manufacturing restrictions, any of which could harm our business.

Our Olympic Cool-Cap product is subject to greater products liability exposure and FDA regulation

The FDA classifies medical devices into one of three classes, depending on the degree of risk associated with each medical device and the
extent of controls that are needed to ensure safety and effectiveness. Devices deemed to pose lower risk are placed in either class I or class II. Devices deemed by the FDA to pose the greatest risk, such as life-sustaining, life supporting or
implantable devices, or a device deemed to not be substantially equivalent to a previously cleared 510(k) device are placed in class III, and generally require premarket approval from the FDA before they may be marketed.

Our Olympic Cool-Cap is a class III minimally invasive medical device, and as such we may be subject to an increased product liability
risk relative to our other class I and class II non-invasive products. In addition, this type of product is subject to greater FDA oversight than our other products and there is greater risk that sales of the product could be interrupted due to
the premarket approval processes of the FDA and other regulatory bodies.

Our business may suffer if we are required to
revise our labeling or promotional materials, or if the FDA takes an enforcement action against us for off-label uses

We are prohibited by the FDA from promoting or advertising our medical device products for uses not within the scope of our clearances or
approvals, or from making unsupported promotional claims about the benefits of our products. If the FDA determines that our claims are outside the scope of our clearances, or are unsupported, it could require us to revise our promotional claims or
take enforcement action against us. If we were subject to such an action by the FDA, our sales could be delayed, our revenue could decline, and our reputation among clinicians could be harmed. Likewise, if we acquire new products, either through the
purchase of products, technology assets, or businesses, that are subsequently deemed to have inadequate supporting data, we may be required to (i) obtain adequate data, which could be costly and impede our ability to market these products, or
(ii) modify the labeling on these products, which could impair their marketability, as described above.

If we
deliver products with defects, we may incur costs to repair and, possibly, recall that product and market acceptance of our products may decrease.

The manufacturing and marketing of our products involve an inherent risk of our delivering a defective product or products that do not
otherwise perform as we expect. We may incur substantial expense to repair any such products and may determine to recall such a product, even if not required to do so under applicable regulations. Any such recall would be time consuming and
expensive. Product defects or recalls may adversely affect our customers acceptance of the recalled and other of our products.



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If we fail to comply with healthcare regulations, we could face substantial penalties
and our business, operations and financial condition could be adversely affected.

We do not provide healthcare
services, control the referral of patients for healthcare services, nor bill Medicare, Medicaid or other third-party payors; however, due to the breadth of many healthcare laws and regulations, we could be subject to healthcare fraud regulation and
enforcement by both the federal government and the states in which we conduct our business. The laws that may affect our ability to operate include: (i) the federal healthcare programs Anti-Kickback Law, which prohibits, among other things,
persons from knowingly and willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the purchase, order or recommendation of, any good or
service for which payment may be made under federal healthcare programs such as Medicare or Medicaid, (ii) federal false claims laws which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be
presented, claims for payment from Medicare, Medicaid, or other third-party payors that are false or fraudulent, and which may apply to entities like us which provide coding and billing advice to customers, and/or (iii) state law equivalents of
each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers, many of which differ from their federal counterparts in significant
ways, thus complicating compliance efforts.

If our operations are found to be in violation of any of the laws described above
or any other governmental regulations that apply to us, we may be subject to penalties, including civil and criminal penalties, damages, fines and the curtailment or restructuring of our operations. Any penalties, damages, fines, curtailment or
restructuring of our operations could adversely affect our ability to operate our business and our financial results. The risk of our being found in violation of these laws is increased by the fact that their provisions are open to a variety of
interpretations. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our managements attention from the operation of our business.

Our operating results would suffer if we were subject to a protracted infringement claim

The medical technology industry is characterized by a substantial amount of litigation and related administrative proceedings regarding
patents and intellectual property rights. We expect that medical screening and diagnostic products may become increasingly subject to third-party infringement claims as the number of competitors in our industry grows and the functionality of
products overlap. Third parties such as individuals, educational institutions or other medical device companies may claim that we infringe their intellectual property rights. Any claims, with or without merit, could have any of the following
negative consequences:



| |  |  | Result in costly litigation and damage awards;
| | - |  | ----------------------------------------------



| |  |  | Divert our managements attention and resources;
| | - |  | ------------------------------------------------



| |  |  | Cause product shipment delays or suspensions; or
| | - |  | ------------------------------------------------



| |  |  | Require us to seek to enter into royalty or licensing agreements.
| | - |  | -----------------------------------------------------------------

A successful claim of infringement against us could result in a substantial damage award and materially harm our financial condition. Our
failure or inability to license the infringed or similar technology, or design and build non-infringing products, could prevent us from selling our products and adversely affect our business and financial results.

We may also find it necessary to bring infringement actions against third parties to seek to protect our intellectual property rights.
Litigation of this nature, even if successful, is often expensive and disruptive of our managements attention, and in any event may not lead to a successful result relative to the resources dedicated to any such litigation.

We license intellectual property rights from third parties and would be adversely affected if our licensors do not appropriately
defend their proprietary rights or if we breach any of the agreements under which we license commercialization rights to products or technology from others

We license rights from third parties for products and technology that are important to our business. If our licensors are unsuccessful in
asserting and defending their proprietary rights, including patent rights and trade secrets, we may lose the competitive advantages we have through selling products that we license from third parties. Additionally, if it is found that our licensors
infringe on the proprietary rights of others, we may be prohibited from marketing our existing products that incorporate those proprietary rights. Under our licenses, we are subject to commercialization and development, sublicensing, royalty,
insurance and other obligations. If we fail to comply with any of these requirements, or otherwise breach a license agreement, the licensor may have the right to terminate the license in whole or to terminate the exclusive nature of the license.



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Product liability suits against us could result in expensive and time consuming
litigation, payment of substantial damages, and an increase in our insurance rates

The sale and use of our products
could lead to the filing of a product liability claim by someone claiming to have been injured using one of our products or claiming that one of our products failed to perform properly. A product liability claim could result in substantial damages
and be costly and time consuming to defend, either of which could materially harm our business reputation or financial condition. Our product liability insurance may not protect our assets from the financial impact of defending a product liability
claim. Any product liability claim brought against us, with or without merit, could increase our product liability insurance rates or prevent us from securing any coverage in the future.

We have experienced seasonality in the sale of our products

We experience seasonality in our revenue. For example, our sales typically decline from our fourth fiscal quarter to our first fiscal
quarter, due to patterns in the capital budgeting and purchasing cycles of our current and prospective customers, many of which are government agencies, and the compensation arrangements of our direct sales employees, as those arrangements are tied
to calendar-year sales plans. We may also experience declining sales in the third fiscal quarter due to summer holiday and vacation schedules. We anticipate that we will continue to experience these seasonal fluctuations, which may lead to
fluctuations in our quarterly operating results. We believe that you should not rely on our results of operations for interim periods as an indication of our expected results in any future period.



|ITEM 6. | Exhibits
|------- | --------

(a) Exhibits



|           |  |                                                                                                                                                                                      |  |                           |  |            |  |           |  |           
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------- |  | ---------- |  | --------- |  | ----------
|           |  |                                                                                                                                                                                      |  | Incorporated By Reference
|ExhibitNo. |  | Exhibit                                                                                                                                                                              |  | Filing                    |  | ExhibitNo. |  | File No.  |  | File Date 
|           |  |                                                                                                                                                                                      |  |                           | 
|10.3       |  | Seventh Amendment to Amended and Restated Credit Agreement between Natus Medical Incorporated and Wells Fargo Bank, National Association                                             |  | 10-K                      |  | 10.21      |  | 000-33001 |  | 03/15/2010
|           |  |                                                                                                                                                                                      |  |                           | 
|10.4       |  | Amended and Restated Credit agreement between Natus Medical Incorporated and Wells Fargo Bank, National Association                                                                  |  | 8-K                       |  | 10.1       |  | 000-33001 |  | 04/27/2010
|           |  |                                                                                                                                                                                      |  |                           | 
|31.1       |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                               |  |                           |  |            |  |           |  |           
|           |  |                                                                                                                                                                                      |  |                           | 
|31.2       |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                               |  |                           |  |            |  |           |  |           
|           |  |                                                                                                                                                                                      |  |                           | 
|32.1       |  | Certification of Principal Executive Officer and Principal 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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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.



|                   |  |  |  |     |  |                            |  |                                                                                                                 
|------------------ |  |  |  | --- |  | -------------------------- |  | ----------------------------------------------------------------------------------------------------------------
|                   |  |  |  |     |  | NATUS MEDICAL INCORPORATED
|                   |  |  | 
|Dated: May 7, 2010 |  |  |  | By: |  | /s/    JAMES B.
HAWKINS   
|                   |  |  |  |     |  |                            |  | James B. Hawkins
President and Chief Executive Officer
(Principal Executive Officer)                            
|                   |  |  | 
|Dated: May 7, 2010 |  |  |  | By: |  | /s/    STEVEN J.
MURPHY   
|                   |  |  |  |     |  |                            |  | Steven J. Murphy
Vice President Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)



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NATUS MEDICAL INCORPORATED

INDEX TO EXHIBITS



|           |  |                                                                                                                                                                                      |  |                           |  |            |  |           |  |           
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------- |  | ---------- |  | --------- |  | ----------
|           |  |                                                                                                                                                                                      |  | Incorporated By Reference
|ExhibitNo. |  | Exhibit                                                                                                                                                                              |  | Filing                    |  | ExhibitNo. |  | File No.  |  | File Date 
|           |  |                                                                                                                                                                                      |  |                           | 
|10.3       |  | Seventh Amendment to Amended and Restated Credit Agreement between Natus Medical Incorporated and Wells Fargo Bank, National Association                                             |  | 10-K                      |  | 10.21      |  | 000-33001 |  | 03/15/2010
|           |  |                                                                                                                                                                                      |  |                           | 
|10.4       |  | Amended and Restated Credit agreement between Natus Medical Incorporated and Wells Fargo Bank, National Association                                                                  |  | 8-K                       |  | 10.1       |  | 000-33001 |  | 04/27/2010
|           |  |                                                                                                                                                                                      |  |                           | 
|31.1       |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                               |  |                           |  |            |  |           |  |           
|           |  |                                                                                                                                                                                      |  |                           | 
|31.2       |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                               |  |                           |  |            |  |           |  |           
|           |  |                                                                                                                                                                                      |  |                           | 
|32.1       |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 |  |                           |  |            |  |           |  |           



35