Securities and Exchange Commission
Form 10-Q
(Mark One)
| x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2003
| 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: 000-49867
CTI MOLECULAR IMAGING, INC.
| Delaware (State of Incorporation) |
62-1377363 (I.R.S. Employer Identification No.) |
| 810 Innovation Drive, Knoxville, Tennessee (Address of Principal Executive Offices) |
37932 (Zip Code) |
(865) 218-2000
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former 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 proceeding 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 Exchange Act). Yes x No o
APPLICABLE ONLY TO CORPORATE ISSUERS
As of August 1, 2003, the registrant had outstanding 45,031,617 shares of common stock, par value $0.01.
1
CTI Molecular Imaging, Inc.
Quarterly Report on Form 10-Q
Table of Contents
| Page | ||||||
| CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS | 3 |
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| PART I | ||||||
| Financial Information | ||||||
| Item 1 | Condensed Consolidated Financial Statements: | |||||
| Condensed Consolidated Balance Sheets at June 30, 2003 and September 30, 2002 |
4 |
|||||
| Condensed Consolidated Statements of Operations for the | ||||||
| Three Months and Nine Months Ended June 30, 2003 and 2002 |
5 |
|||||
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2003 and 2002 |
6 |
|||||
| Notes to Condensed Consolidated Financial Statements |
7 |
|||||
| Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
20 |
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| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
50 |
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| Item 4. | Controls and Procedures |
51 |
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| PART II | ||||||
| Other Information | ||||||
| Item 1. | Legal Proceedings |
52 |
||||
| Item 2. | Changes in Securities and Use of Proceeds |
52 |
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| Item 3. | Defaults Upon Senior Securities |
53 |
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| Item 4. | Submission of Matters to a Vote of Security Holders |
53 |
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| Item 5. | Other Information |
53 |
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| Item 6. | Exhibits and Reports on Form 8-K |
53 |
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| SIGNATURE |
54 |
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| EXHIBIT INDEX |
55 |
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| CERTIFICATIONS |
56 |
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2
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. Forward-looking statements relate to expectations, beliefs, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts or that necessarily depend upon future events. In some cases, you can identify forward-looking statements by terms such as may, will, should, could, would, expect, plan, anticipate, believe, estimate, project, predict, potential, and similar expressions. Specifically, this report contains, among others, forward-looking statements about:
| | our expectations regarding financial condition or results of operations for periods after June 30, 2003; |
| | our future sources of and needs for liquidity and capital resources; |
| | our critical accounting policies; |
| | the timing of the exercisability of the Siemens option to purchase an additional ownership interest in CPS and the effect of the Siemens option, or its exercise, on our business; |
| | our expectations regarding the size and growth of the market for our products and services; |
| | our business strategies and our ability to grow our business; |
| | our ability to enhance existing, or develop new products and services and the impact of any such enhancements or developments; |
| | the development of new applications for PET and the impact of any such new applications; |
| | the implementation or interpretation of current or future regulations and legislation; |
| | our ability to develop new proprietary radiopharmaceuticals; |
| | the number and scope of procedures involving our products and services for which third-party reimbursement is available, and the reimbursement levels of third-party payors; |
| | our ability to maintain contracts and relationships with key suppliers, customers, distributors or research and development collaboration partners; and |
| | our ability to maintain our existing, or to develop additional, valuable intellectual property rights. |
| The forward-looking statements contained in this report reflect our current views about future events are based on assumptions and are subject to known and unknown risks and uncertainties. Many important factors could cause our actual results or achievements to differ materially from any future results or achievements expressed in or implied by our forward-looking statements. Many of the factors that will determine future events or achievements are beyond our ability to control or predict. Important factors that could cause actual results or achievements to differ materially from the results or achievements reflected in our forward-looking statements include, among other things, the factors discussed in Part I, Item 2 of this report under the sub-heading Factors Affecting Operations and Future Results. |
You should read this report, the information incorporated by reference into this report and the documents filed as exhibits to this report completely and with the understanding that our actual future results or achievements may be materially different from what we currently expect or anticipate.
The forward-looking statements contained in this report reflect our views and assumptions only as of the date this report is signed. Except as required by law, we assume no responsibility for updating any forward-looking statements.
We qualify all of our forward-looking statements by these cautionary statements. In addition, with respect to all of our forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
3
CTI MOLECULAR IMAGING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | September 30, | |||||||||
| 2003 | 2002 | |||||||||
| (In thousands, except share and per share data) | (unaudited) | |||||||||
| ASSETS | ||||||||||
|
Current assets:
|
||||||||||
|
Cash and cash equivalents
|
$ | 73,460 | $ | 84,553 | ||||||
|
Marketable securities
|
750 | 6,704 | ||||||||
|
Accounts receivable trade, less
allowance for doubtful accounts of $2,525 at June 30, 2003
(unaudited) and $1,576 at September 30, 2002, respectively
|
59,940 | 33,817 | ||||||||
|
Accounts receivable related party, less allowance for doubtful accounts
of $242 at June 30, 2003 (unaudited) and September 30, 2002
|
28,971 | 39,918 | ||||||||
|
Inventories
|
77,953 | 69,295 | ||||||||
|
Deferred tax asset
|
14,104 | 9,827 | ||||||||
|
Prepaid expenses and other current assets
|
5,468 | 6,112 | ||||||||
|
Total current assets
|
260,646 | 250,226 | ||||||||
|
Property and equipment, net
|
99,812 | 77,667 | ||||||||
|
Deferred tax asset
|
| 187 | ||||||||
|
Goodwill
|
12,545 | 12,385 | ||||||||
|
Other assets
|
13,909 | 11,244 | ||||||||
|
Total assets
|
$ | 386,912 | $ | 351,709 | ||||||
| LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||||
|
Current liabilities:
|
||||||||||
|
Cash management clearing
|
$ | 3,706 | $ | 2,121 | ||||||
|
Accounts payable
|
29,150 | 26,591 | ||||||||
|
Current maturities of long-term and capital lease
obligations
|
4,381 | 4,008 | ||||||||
|
Accrued payroll and benefits
|
11,078 | 12,914 | ||||||||
|
Customer advances trade
|
9,246 | 16,487 | ||||||||
|
Customer advances related party
|
249 | 1,214 | ||||||||
|
Accrued warranty expenses
|
3,658 | 3,740 | ||||||||
|
Income taxes payable
|
3,099 | 4,552 | ||||||||
|
Other accrued expenses
|
2,312 | 2,339 | ||||||||
|
Total current liabilities
|
66,879 | 73,966 | ||||||||
|
Deferred revenues
|
1,741 | 1,420 | ||||||||
|
Deferred tax liability
|
2,959 | | ||||||||
|
Long-term debt and capital lease obligations,
less current maturities
|
19,540 | 26,730 | ||||||||
|
Total liabilities
|
91,119 | 102,116 | ||||||||
|
Commitments and contingencies (Note 5)
|
||||||||||
|
Minority interest
|
42,373 | 30,104 | ||||||||
|
Shareholders equity:
|
||||||||||
|
Common stock, $.01 par value; 500,000,000 shares
authorized, 46,171,005 shares issued and 44,339,040 shares
outstanding at June 30, 2003 (unaudited); 44,048,117 shares
issued and 42,216,152 shares outstanding at September 30,
2002
|
462 | 440 | ||||||||
|
Additional paid-in capital
|
242,025 | 226,910 | ||||||||
|
Retained earnings
|
16,023 | 644 | ||||||||
|
Unearned compensation
|
(5,056 | ) | (7,526 | ) | ||||||
|
Other comprehensive income currency
translation adjustment
|
929 | (16 | ) | |||||||
|
Treasury stock, at cost, 1,831,965 shares
|
(963 | ) | (963 | ) | ||||||
|
Total shareholders equity
|
253,420 | 219,489 | ||||||||
|
Total liabilities and shareholders equity
|
$ | 386,912 | $ | 351,709 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
CTI MOLECULAR IMAGING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended | Nine Months Ended | |||||||||||||||||
| June 30, | June 30, | |||||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||||
| (In thousands, except share and per share data) | ||||||||||||||||||
|
Revenues(1)
|
$ | 99,205 | 69,044 | $ | 241,728 | $ | 171,858 | |||||||||||
|
Cost of revenues(2)(3)
|
61,156 | 41,120 | 143,186 | 102,081 | ||||||||||||||
|
Gross margin
|
38,049 | 27,924 | 98,542 | 69,777 | ||||||||||||||
|
Operating expenses:
|
||||||||||||||||||
|
Selling, general and administrative expenses
(3)
|
11,776 | 8,938 | 36,409 | 24,621 | ||||||||||||||
|
Research and development expenses(3)
|
7,386 | 5,871 | 21,450 | 15,324 | ||||||||||||||
|
Stock-based compensation expense
|
517 | 3,495 | 1,398 | 11,731 | ||||||||||||||
|
Total operating expenses
|
19,679 | 18,304 | 59,257 | 51,676 | ||||||||||||||
|
Income from operations
|
18,370 | 9,620 | 39,285 | 18,101 | ||||||||||||||
|
Warrant liability mark to market expense
|
| | | 8,902 | ||||||||||||||
|
Interest expense, net
|
231 | 1,157 | 506 | 3,453 | ||||||||||||||
|
Other income
|
(540 | ) | (238 | ) | (1,219 | ) | (632 | ) | ||||||||||
|
Income before income taxes and minority interest
|
18,679 | 8,701 | 39,998 | 6,378 | ||||||||||||||
|
Provision (benefit) for income taxes:
|
||||||||||||||||||
|
Current
|
5,622 | 4,877 | 13,302 | 10,035 | ||||||||||||||
|
Deferred
|
1,521 | (639 | ) | 1,927 | (1,196 | ) | ||||||||||||
| 7,143 | 4,238 | 15,229 | 8,839 | |||||||||||||||
|
Income (loss) before minority interest
|
11,536 | 4,463 | 24,769 | (2,461 | ) | |||||||||||||
|
Amount applicable to minority interest, net of
taxes
|
4,062 | 3,657 | 9,391 | 8,572 | ||||||||||||||
|
Net income (loss)
|
7,474 | 806 | 15,378 | (11,033 | ) | |||||||||||||
|
Accretion of preferred stocks
|
| 2,840 | | 3,544 | ||||||||||||||
|
Dividends on preferred stocks
|
| 272 | | 1,120 | ||||||||||||||
|
Net income (loss) attributable to common
shareholders
|
$ | 7,474 | $ | (2,306 | ) | $ | 15,378 | $ | (15,697 | ) | ||||||||
|
Earnings (loss) per share (Note 2):
|
||||||||||||||||||
|
Basic
|
$ | 0.17 | $ | (0.07 | ) | $ | 0.36 | $ | (0.54 | ) | ||||||||
|
Diluted
|
$ | 0.16 | $ | (0.07 | ) | $ | 0.33 | $ | (0.54 | ) | ||||||||
|
Weighted average shares:
|
||||||||||||||||||
|
Basic
|
43,977,630 | 31,663,993 | 43,000,695 | 29,311,000 | ||||||||||||||
|
Diluted
|
46,423,125 | 31,663,993 | 46,531,486 | 29,311,000 | ||||||||||||||
|
(1)Includes
revenues through related parties
|
$ | 36,213 | $ | 32,617 | 98,598 | $ | 87,154 | |||||||||||
|
(2)Includes cost
of revenues through related parties
|
$ | 23,231 | $ | 18,184 | $ | 61,816 | $ | 49,235 | ||||||||||
|
(3)Excludes
stock-based compensation expenses as follows:
|
||||||||||||||||||
|
Cost of revenues
|
$ | 63 | $ | 955 | $ | 175 | $ | 957 | ||||||||||
|
Selling, general and administrative expenses
|
354 | 1,080 | 938 | 9,229 | ||||||||||||||
|
Research and development expenses
|
100 | 1,460 | 285 | 1,545 | ||||||||||||||
| $ | 517 | $ | 3,495 | $ | 1,398 | $ | 11,731 | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
CTI MOLECULAR IMAGING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended | ||||||||||||
| June 30, | ||||||||||||
| (In thousands, except share and per share data) | 2003 | 2002 | ||||||||||
| (unaudited) | ||||||||||||
|
Cash flows provided by operating activities:
|
||||||||||||
|
Net income (loss)
|
$ | 15,378 | $ | (11,033 | ) | |||||||
|
Adjustments to reconcile net income to net cash
provided by operating activities
|
||||||||||||
|
Minority interest in income of subsidiaries
|
9,391 | 8,572 | ||||||||||
|
Depreciation and amortization
|
8,247 | 4,853 | ||||||||||
|
Accretion of discount on marketable securities
|
(59 | ) | | |||||||||
|
Deferred tax provision (benefit)
|
1,927 | (1,196 | ) | |||||||||
|
Provision for bad debts
|
1,085 | 1,574 | ||||||||||
|
Equity in loss (income) of equity investees
|
14 | (162 | ) | |||||||||
|
Stock-based compensation expense
|
1,398 | 11,731 | ||||||||||
|
Provision to mark to market warrant liability
| ||||||||||||