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 Fiscal Quarter Ended March 31, 2003
| ¨ | 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: 0-27596
CONCEPTUS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
94-3170244 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1021 Howard Avenue
San Carlos, CA 94070
(Address of principal executive offices)
Registrant’s telephone number, including area code: (650) 628-4700
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 at least the past 90 days.
Yes X No
Indicate by checkmark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x No ¨
As of April 30, 2003, 21,473,703 shares of the registrant’s Common Stock were outstanding.
CONCEPTUS, INC.
FORM 10-Q for the Quarter Ended March 31, 2003
| Page | ||||
| Part I. |
Financial Information |
|||
| Item 1. |
Condensed Consolidated Financial Statements (unaudited) |
|||
| a) Condensed Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002 |
3 | |||
| 4 | ||||
| 5 | ||||
| 6 | ||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
10 | ||
| Item 3. |
23 | |||
| Item 4. |
23 | |||
| Part II. |
24 | |||
| Item 1. |
24 | |||
| Item 2. |
24 | |||
| Item 3. |
24 | |||
| Item 4. |
24 | |||
| Item 5. |
25 | |||
| Item 6. |
25 | |||
| 26 | ||||
| 27 |
2
PART I: FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements
Conceptus, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
| March 31, 2003 |
December 31, 2002 |
|||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ |
52,171 |
|
$ |
59,673 |
| ||
| Short-term investments |
|
7,354 |
|
|
10,992 |
| ||
| Restricted cash |
|
69 |
|
|
69 |
| ||
| Accounts receivable, net |
|
824 |
|
|
581 |
| ||
| Inventories, net |
|
2,235 |
|
|
2,524 |
| ||
| Other current assets |
|
1,254 |
|
|
797 |
| ||
| Total current assets |
|
63,907 |
|
|
74,636 |
| ||
| Property and equipment, net |
|
2,309 |
|
|
2,474 |
| ||
| Other assets |
|
162 |
|
|
185 |
| ||
| Total assets |
$ |
66,378 |
|
$ |
77,295 |
| ||
| Liabilities and stockholders’ equity |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ |
2,883 |
|
$ |
3,148 |
| ||
| Clinical trial liabilities |
|
84 |
|
|
182 |
| ||
| Accrued compensation |
|
2,003 |
|
|
2,614 |
| ||
| Other accrued liabilities |
|
1,382 |
|
|
420 |
| ||
| Total current liabilities |
|
6,352 |
|
|
6,364 |
| ||
| Long-term clinical trial liabilities |
|
262 |
|
|
217 |
| ||
| Total liabilities |
|
6,614 |
|
|
6,581 |
| ||
| Contingencies (Note 8) |
||||||||
| Stockholders’ equity: |
||||||||
| Common stock and additional paid-in capital |
|
188,523 |
|
|
188,435 |
| ||
| Accumulated other comprehensive income (loss) |
|
(2 |
) |
|
11 |
| ||
| Accumulated deficit |
|
(128,757 |
) |
|
(117,732 |
) | ||
| Total stockholders’ equity |
|
59,764 |
|
|
70,714 |
| ||
| Total liabilities and stockholders’ equity |
$ |
66,378 |
|
$ |
77,295 |
| ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
| Three Months Ended March 31, |
||||||||
| 2003 |
2002 |
|||||||
| Net sales |
$ |
1,154 |
|
$ |
276 |
| ||
| Cost of goods sold |
|
1,150 |
|
|
746 |
| ||
| Gross profit (loss) |
|
4 |
|
|
(470 |
) | ||
| Operating expenses: |
||||||||
| Research and development |
|
1,611 |
|
|
1,982 |
| ||
| Selling, general and administrative |
|
9,618 |
|
|
3,214 |
| ||
| Total operating expenses |
|
11,229 |
|
|
5,196 |
| ||
| Operating loss |
|
(11,225 |
) |
|
(5,666 |
) | ||
| Interest and other income (expense), net |
|
200 |
|
|
(189 |
) | ||
| Net loss |
$ |
(11,025 |
) |
$ |
(5,855 |
) | ||
| Basic and diluted net loss per share |
$ |
(0.52 |
) |
$ |
(0.36 |
) | ||
| Weighted-average shares used in computing basic and diluted net loss per share |
|
21,383 |
|
|
16,471 |
| ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| Three Months Ended March 31, |
||||||||
| 2003 |
2002 |
|||||||
| Cash flows from operating activities |
||||||||
| Net loss |
$ |
(11,025 |
) |
$ |
(5,855 |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Depreciation and amortization |
|
284 |
|
|
315 |
| ||
| Stock compensation expense |
|
1 |
|
|
120 |
| ||
| Allowance for doubtful accounts |
|
105 |
|
|
— |
| ||
| Provision for inventories |
|
— |
|
|
71 |
| ||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
|
(348 |
) |
|
(57 |
) | ||
| Inventories |
|
289 |
|
|
(379 |
) | ||
| Other current assets |
|
(465 |
) |
|
(240 |
) | ||
| Other assets |
|
23 |
|
|
24 |
| ||
| Accounts payable |
|
(282 |
) |
|
(283 |
) | ||
| Other accrued liabilities |
|
338 |
|
|
(985 |
) | ||
| Clinical trial liabilities |
|
(54 |
) |
|
— |
| ||
| Net cash used in operating activities |
|
(11,134 |
) |
|
(7,269 |
) | ||
| Cash flows from investing activities |
||||||||
| Purchase of investments |
|
(5,979 |
) |
|
(5,944 |
) | ||
| Maturities of investments |
|
9,617 |
|
|
— |
| ||
| Capital expenditures |
|
(119 |
) |
|
(400 |
) | ||
| Net cash provided by (used in) investing activities |
|
3,519 |
|
|
(6,344 |
) | ||
| Cash flows from financing activities |
||||||||
| Proceeds from issuance of common stock, net |
|
88 |
|
|
339 |
| ||
| Net cash provided by financing activities |
|
88 |
|
|
339 |
| ||
| Effect of exchange rate changes on cash |
|
25 |
|
|
23 |
| ||
| Net decrease in cash and cash equivalents |
|
(7,502 |
) |
|
(13,251 |
) | ||
| Cash and cash equivalents at beginning of period |
|
59,673 |
|
|
33,734 |
| ||
| Cash and cash equivalents at end of period |
$ |
52,171 |
|
$ |
20,483 |
| ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
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