MIRAVANT MEDICAL TECHNOLOGIES - 10-Q Quarterly Report

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, 2005

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______.

Commission File Number: 0-25544

Miravant Medical Technologies

(Exact name of Registrant as specified in its charter)

Delaware	77-0222872
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

336 Bollay Drive, Santa Barbara, California 93117

(Address of principal executive offices, including zip code)

(805) 685-9880

(Registrant's telephone number, including area code)

Not applicable

(Former name, former address and formal fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No x.

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding at May 9, 2005
Common Stock, $.01 par value	37,295,900

TABLE OF CONTENTS

	PART I. FINANCIAL INFORMATION

		Page

Item 1.	Condensed Consolidated Financial Statements

	Condensed consolidated balance sheets as of March 31, 2005
	(unaudited) and December 31, 2004	3
	Condensed consolidated statements of operations for the three
	months ended March 31, 2005 and 2004 (unaudited)	4
	Condensed consolidated statement of stockholders' equity (deficit)
	for the three months ended March 31, 2005 (unaudited)	5
	Condensed consolidated statements of cash flows for the three
	months ended March 31, 2005 and 2004 (unaudited)	6
	Notes to condensed consolidated financial statements (unaudited)	7

Item 2.	Management's Discussion and Analysis of Financial
	Condition and Results of Operations	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43

Item 4.	Controls and Procedures	43

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	44

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44

Item 3.	Defaults Upon Senior Securities	44

Item 4.	Submission of Matters to a Vote of Security Holders	44

Item 5.	Other Information	44

Item 6.	Exhibits	45

	Signatures	46

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MIRAVANT MEDICAL TECHNOLOGIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Assets	March 31, 2005			December 31, 2004
Current assets:	(Unaudited)
Cash and cash equivalents	$	2,180,000		$	3,112,000
Marketable securities		995,000			2,987,000
Prepaid expenses and other current assets		178,000			314,000
Total current assets		3,353,000			6,413,000

Property, plant and equipment:
Vehicles		28,000			28,000
Furniture and fixtures		1,356,000			1,393,000
Equipment		4,272,000			4,525,000
Leasehold improvements		2,721,000			2,720,000
		8,377,000			8,666,000
Accumulated depreciation		(8,259,000	)		(8,541,000	)
		118,000			125,000

Patents, net		930,000			898,000
Other assets		73,000			73,000
Total assets	$	4,474,000		$	7,509,000

Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable	$	1,244,000		$	1,352,000
Accrued payroll and expenses		631,000			506,000
Total current liabilities		1,875,000			1,858,000

Long-term liabilities:
Convertible debt:
Face value of convertible debt		10,421,000			10,317,000
Deferred financing costs and beneficial conversion value		(2,526,000	)		(2,684,000	)
Total long-term liabilities		7,895,000			7,633,000

Stockholders' equity (deficit):
Preferred stock, 30,000,000 shares authorized; 1,112,966 shares issued and outstanding at March 31, 2005 and December 31, 2004, respectively; liquidation preference of $2.70 per share over common shareholders		2,924,000			2,924,000
Common stock, 75,000,000 shares authorized; 37,049,923 and 36,718,605 shares issued and outstanding at March 31, 2005 and December 31, 2004, respectively		208,792,000			208,508,000
Notes receivable from officers		(412,000	)		(524,000	)
Accumulated deficit		(216,600,000	)		(212,890,000	)
Total stockholders' equity (deficit)		(5,296,000	)		(1,982,000	)
Total liabilities and stockholders' equity (deficit)	$	4,474,000		$	7,509,000

See accompanying notes.

MIRAVANT MEDICAL TECHNOLOGIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended March 31,
	2005			2004

Revenues	$	¾		$	¾

Costs and expenses:
Research and development		1,852,000			2,261,000
General and administrative		1,450,000			1,724,000
Total costs and expenses		3,302,000			3,985,000

Loss from operations		(3,302,000	)		(3,985,000	)

Interest and other income (expense):
Interest and other income		41,000			20,000
Interest expense		(477,000	)		(1,538,000	)
Gain on sale of assets		28,000			9,000
Total net interest and other expense		(408,000	)		(1,509,000	)

Net loss	$	(3,710,000	)	$	(5,494,000	)
Net loss per share - basic and diluted	$	(0.10	)	$	(0.20	)
Shares used in computing net loss per share		36,938,937			27,251,824

See accompanying notes.

MIRAVANT MEDICAL TECHNOLOGIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICT)

(Unaudited)

Preferred Stock