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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

(Mark One)  

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2005

or

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 1-15525


EDWARDS LIFESCIENCES CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  36-4316614
(I.R.S. Employer Identification No.)

One Edwards Way, Irvine, California
(Address of principal executive offices)

 

92614
(Zip Code)

(949) 250-2500
(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 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 ý    No o

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

        The number of shares outstanding of the registrant's common stock, $1.00 par value, as of April 30, 2005, was 59,535,039.




EDWARDS LIFESCIENCES CORPORATION

FORM 10-Q
For the quarterly period ended March 31, 2005

TABLE OF CONTENTS

 
   
  Page
Number


Part I.

 

FINANCIAL INFORMATION

 

 

Item 1.

 

Financial Statements (Unaudited)

 

1

 

 

Consolidated Condensed Balance Sheets

 

1

 

 

Consolidated Condensed Statements of Operations

 

2

 

 

Consolidated Condensed Statements of Cash Flows

 

3

 

 

Notes to Consolidated Condensed Financial Statements

 

4

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

12

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

20

Item 4.

 

Controls and Procedures

 

21

Part II.

 

OTHER INFORMATION

 

 

Item 1.

 

Legal Proceedings

 

22

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

23

Item 6.

 

Exhibits

 

23

Signature

 

24

Exhibits

 

25


Part I. Financial Information

Item 1. Financial Statements


EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(unaudited)

(in millions, except share data)

 
  March 31,
2005

  December 31,
2004

 
ASSETS              
Current assets              
  Cash and cash equivalents   $ 72.6   $ 48.9  
  Accounts and other receivables, net of allowances of $5.4 and $5.2, respectively     127.7     119.4  
  Inventories     126.1     127.7  
  Deferred income taxes     17.5     21.1  
  Prepaid expenses and other current assets     56.7     50.4  
   
 
 
    Total current assets     400.6     367.5  
Property, plant and equipment, net     195.4     201.7  
Goodwill     337.7     337.7  
Other intangible assets, net     143.1     152.6  
Investments in unconsolidated affiliates     17.3     20.6  
Deferred income taxes     18.8     22.3  
Other assets     10.2     10.3  
   
 
 
    $ 1,123.1   $ 1,112.7  
   
 
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 
Current liabilities              
  Accounts payable and accrued liabilities   $ 176.4   $ 195.4  
Long-term debt     275.8     267.1  
Other long-term liabilities     22.8     22.1  

Commitments and contingent liabilities

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

 
  Common stock, $1.00 par value, 350,000,000 shares authorized, 64,570,521 and 64,242,836 shares issued, 59,476,121 and 59,438,236 shares outstanding at March 31, 2005 and December 31, 2004, respectively     64.6     64.2  
  Additional contributed capital     507.0     500.6  
  Retained earnings     255.3     224.1  
  Accumulated other comprehensive loss     (26.3 )   (20.8 )
  Common stock in treasury, at cost, 5,094,400 and 4,804,600 shares at March 31, 2005 and December 31, 2004, respectively     (152.5 )   (140.0 )
   
 
 
    Total stockholders' equity     648.1     628.1  
   
 
 
    $ 1,123.1   $ 1,112.7  
   
 
 

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

1



EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

(in millions, except per share information)

 
  Three Months
Ended March 31,

 
 
  2005
 
2004

 
Net sales   $ 249.1   $ 235.0  
  Cost of goods sold     96.2     98.7  
   
 
 
Gross profit     152.9     136.3  
  Selling, general and administrative expenses     85.6     76.5  
  Research and development expenses     25.0     21.0  
  Purchased in-process research and development expenses         81.0  
  Special (credit) charges, net     (2.0 )   10.6  
  Interest expense, net     2.8     3.7  
  Other (income) expense, net     (1.1 )   1.1  
   
 
 
Income (loss) before provision for income taxes     42.6     (57.6 )
  Provision for income taxes     11.4     4.5  
   
 
 
Net income (loss)   $ 31.2   $ (62.1 )
   
 
 
Share information:              
  Earnings (loss) per share              
    Basic   $ 0.52   $ (1.04 )
    Diluted   $ 0.50   $ (1.04 )
  Weighted average number of common shares outstanding              
    Basic     59.5     59.6  
    Diluted     64.9     59.6  

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

2



EDWARDS LIFESCIENCES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

(in millions)

 
  Three Months Ended March 31,
 
 
  2005
  2004
 
Cash flows from operating activities              
  Net income (loss)   $ 31.2   $ (62.1 )
  Adjustments to reconcile net income (loss) to cash provided by operating activities:              
    Depreciation and amortization     13.6     12.7  
    Deferred income taxes     3.6     (0.8 )
    Purchased in-process research and development         81.0  
    Non-cash impact of special (credit) charges, net     (4.4 )   10.6  
    Other     8.7     10.1  
  Changes in operating assets and liabilities:              
    Accounts and other receivables, net     (13.3 )   1.6  
    Proceeds from accounts receivable securitization, net     (7.5 )   1.1  
    Inventories     (2.0 )   1.2  
    Accounts payable and accrued liabilities     (6.2 )   (9.9 )
    Prepaid expenses     (1.9 )   (6.5 )
    Other     (0.9 )   (1.8 )
   
 
 
      Net cash provided by operating activities     20.9     37.2  

Cash flows from investing activities

 

 

 

 

 

 

 
  Capital expenditures     (6.0 )   (6.0 )
  Investments in intangible assets     (0.7 )   (6.1 )
  Investments in unconsolidated affiliates     (0.1 )   (0.2 )
  Proceeds from sale of a business     9.2      
  Proceeds from asset dispositions     0.4     2.6  
  Acquisitions         (122.7 )
   
 
 
      Net cash provided by (used in) investing activities     2.8     (132.4 )

Cash flows from financing activities

 

 

 

 

 

 

 
  Proceeds from issuance of long-term debt     64.6     128.3  
  Payments on long-term debt     (53.8 )   (50.3 )
  Purchases of treasury stock     (12.5 )   (14.7 )
  Proceeds from stock plans     6.6     8.4  
  Other     (2.8 )    
   
 
 
      Net cash provided by financing activities     2.1     71.7  
Effect of currency exchange rate changes on cash and cash equivalents     (2.1 )   0.3  
   
 
 
      Net increase (decrease) in cash and cash equivalents     23.7     (23.2 )
Cash and cash equivalents at beginning of period     48.9     61.1  
   
 
 
Cash and cash equivalents at end of period   $ 72.6   $ 37.9  
   
 
 

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

3



Edwards Lifesciences Corporation

Notes to Consolidated Condensed Financial Statements

March 31, 2005

(unaudited)

1.    BASIS OF PRESENTATION

        These interim consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and should be read in conjunction with the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2004. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Certain reclassifications of previously reported amounts have been made to conform to classifications used in the current period.

        In the opinion of management of Edwards Lifesciences Corporation (the "Company" or "Edwards Lifesciences"), the interim consolidated condensed financial statements reflect all adjustments considered necessary for a fair statement of the interim periods. All such adjustments are of a normal, recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.

        The Company applies the provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for its fixed stock option and employee stock purchase plans. In accordance with this intrinsic value method, no compensation expense is recognized for these plans. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock Based Compensation," (in millions, except per share amounts):

 
  Three Months Ended March 31,
 
 
  2005
  2004
 
Net income (loss), as reported   $ 31.2   $ (62.1 )
  Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax     (4.0 )   (3.5 )
   
 
 
Pro forma net income (loss)   $ 27.2   $ (65.6 )
   
 
 
Earnings per basic share:              
  Reported net income (loss)   $ 0.52   $ (1.04 )
  Pro forma net income (loss)   $ 0.46     (1.10 )
Earnings per diluted share:              
  Reported net income (loss)   $ 0.50   $ (1.04 )
  Pro forma net income (loss)   $ 0.43     (1.10 )

4


        Pro forma compensation expense for stock options and employee stock purchase subscriptions was calculated using the Black-Scholes model. The pro forma expense for stock option grants was calculated with the following weighted-average assumptions for grants during the following periods:

 
  Three Months Ended
March 31,

 
 
  2005
  2004
 
Risk-free interest rate   3.8 % 3.0 %
Expected dividend yield   None   None  
Expected volatility   31 % 42 %
Expected life (years)   4   4  

        The pro forma expense for employee stock purchase subscriptions was calculated with the following weighted-average assumptions for grants during the following periods:

 
  Three Months Ended
March 31,

 
 
  2005
  2004
 
Risk-free interest rate   3.0 % 1.5 %
Expected dividend yield   None   None  
Expected volatility   23 % 41 %
Expected life (years)   1   1  

2.    PURCHASED IN-PROCESS RESEARCH AND DEVELOPMENT EXPENSE

        There were no in-process research and development expenses for the three months ended March 31, 2005. On January 27, 2004, the Company acquired Percutaneous Valve Technologies, Inc. ("PVT"), a development stage company, for $125.0 million in cash, net of cash acquired, plus up to an additional $30.0 million upon the achievement of key milestones through 2007. Included in PVT's technology is a catheter-based (percutaneous) approach for replacing aortic heart valves, comprised of a proprietary percutaneously-delivered balloon-expandable stent technology integrated with a tissue heart valve. Unlike conventional open-heart valve replacement surgery, this less-invasive procedure can be performed under local anesthesia and could potentially be a breakthrough for patients seeking an alternative to open-heart surgery.

        At the time of acquisition, the PVT aortic heart valve was being used in compassionate cases in Europe, and these clinical results had generated valuable feasibility data. It had been demonstrated that a heart valve could be successfully deployed and anchored using a catheter-based system. Also at that time, the Company was expecting to obtain a CE mark in Europe by the end of 2005 and to file for a Humanitarian Device Exemption ("HDE") in the United States. Upon approval of the HDE, the Company would be able to offer this device to as many as 4,000 patients per year. Broader commercialization in the United States was expected to begin with the submission of an Investigational Device Exemption ("IDE") by the end of the second quarter of 2004 followed by the commencement

5



of a pivotal trial in 2005 and possible pre-market approval by the end of 2007. The risks and uncertainties associated with completing development within a reasonable period of time included those related to the design, development and manufacturability of the product, the success of pre-clinical and clinical studies and the timing of European and United States regulatory approvals.

        Approximately $81.0 million of the purchase price was charged to in-process research and development. The value of the in-process research and development was calculated using cash flow projections discounted for the risk inherent in such projects. The discount rate used was 25%. The valuation assumed approximately $20.9 million of additional research and development expenditures would be incurred prior to the date of product introduction. In the valuation, net cash inflows were forecasted to commence in 2007. The remaining fair market value of the net assets acquired consisted primarily of patents of $72.4 million that are being amortized over their estimated economic life of 11 years, and a deferred tax liability related to the patents of $28.1 million.

3.    SPECIAL (CREDIT) CHARGES, NET

        In January 2005, the Company announced that it was realigning its business in Japan as part of the Company's continued efforts to focus on its core cardiovascular businesses. The Company sold its perfusion products business in Japan to Terumo Corporation for cash consideration of between $10 million and $20 million based upon the achievement of certain milestones, of which $9.2 million was received in January 2005. The Company exited its pacemaker distribution business in Japan and is restructuring its Japanese operations. These transactions resulted in a net $2.0 million pre-tax special credit, consisting of a gain on the sale of the Company's Japan perfusion products business of $7.7 million offset by a $5.7 million charge relating to the realignment of its operations, primarily related to severance costs due to headcount reductions. As of March 31, 2005, the Company had paid $2.4 million related to severance with the remaining amount to be paid by September 2006.

        Due to a re-prioritization of the Company's investment initiatives, the Company decided during the quarter ended March 31, 2004 to discontinue its sales effort of its Lifepath AAA endovascular graft program. Edwards Lifesciences recorded a special charge of $8.4 million primarily related to inventory and contractual clinical obligations.

        The Company also decided, during the quarter ended March 31, 2004, to discontinue certain lower margin cardiology products in Japan later in the year. A charge of $2.2 million was recorded primarily related to other non-productive assets.

6



4.    INVENTORIES

        Inventories consisted of the following (in millions):

 
  March 31,
2005

  December 31,
2004

Raw materials   $ 22.4   $ 22.2
Work in process     21.5     18.9
Finished products     82.2     86.6
   
 
    $ 126.1   $ 127.7
   
 

5.    OTHER INTANGIBLE ASSETS

        Other intangible assets subject to amortization consisted of the following (in millions):

March 31, 2005

  Patents
  Unpatented
Technology

  Other
  Total
 
Cost   $ 188.3   $ 36.4   $ 21.8   $ 246.5  
Accumulated amortization     (79.6 )   (21.1 )   (2.7 )   (103.4 )
   
 
 
 
 
  Net carrying value   $ 108.7   $ 15.3   $ 19.1   $ 143.1  
   
 
 
 
 
December 31, 2004

  Patents
  Unpatented
Technology

  Other
  Total
 
Cost   $ 196.3   $ 36.4   $ 23.8   $ 256.5  
Accumulated amortization     (78.6 )   (20.6 )   (4.7 )   (103.9 )
   
 
 
 
 
  Net carrying value   $ 117.7   $ 15.8   $ 19.1   $ 152.6  
   
 
 
 
 

        Amortization expense related to other intangible assets was $4.2 million and $3.6 million for the quarters ended March 31, 2005 and 2004, respectively. Estimated amortization expense for each of the years ending December 31 is as follows (in millions):

2005   $ 16.5
2006     18.6
2007     18.7
2008     18.7
2009     17.6

7


6.    DEFINED BENEFITS PLANS

        The components of net periodic benefit costs for the three months ended March 31, 2005 and 2004 are as follows (in millions):

 
  Three Months Ended
March 31,

 
 
  2005
  2004
 
Service cost   $ 0.8   $ 0.7  
Expected employee contributions     (0.1 )   (0.1 )
Interest cost     0.6     0.5  
Expected return on plan assets     (0.5 )   (0.5 )
Amortization of prior service cost and other     0.1     0.1  
   
 
 
Net periodic pension benefit cost   $ 0.9   $ 0.7  
   
 
 

7.    INCOME TAXES

        In October 2004, the American Jobs Creation Act of 2004 (the "Act") was signed into law, which allows companies to repatriate cash into the United States at a special, temporary effective tax rate of 5.25 percent. The Company's evaluation of the amount of foreign earnings to repatriate under the Act, and the financial statement impact, is in process. As such, the Company is not in a position to decide on whether, and to what extent, foreign earnings that have not been remitted to the United States may be repatriated. Based on analysis to date, however, it is reasonably possible that between $150 million and $250 million may be repatriated. The related potential range of the income tax effect of the repatriation is currently estimated to be between $11 million and $19 million. The Company expects to be in a position to finalize its assessment later this year.

8.    COMMITMENTS AND CONTINGENCIES

        On June 29, 2000, Edwards Lifesciences filed a lawsuit against St. Jude Medical, Inc. alleging infringement of several Edwards Lifesciences United States patents. This lawsuit was filed in the United States District Court for the Central District of California, seeking monetary damages and injunctive relief. Pursuant to the terms of a January 7, 2005 settlement agreement, Edwards Lifesciences was paid $5.5 million by St. Jude, Edwards Lifesciences granted St. Jude a paid-up license for certain of its heart valve therapy products and the lawsuit was dismissed. The settlement did not have a material financial impact on the Company.

        On August 18, 2003, Edwards Lifesciences filed a lawsuit against Medtronic, Inc., Medtronic AVE, Cook, Inc. and W.L. Gore & Associates alleging infringement of a patent exclusively licensed to the Company. The lawsuit was filed in the United States District Court for the Northern District of California, seeking monetary damages and injunctive relief. On September 2, 2003, a second patent exclusively licensed to the Company was added to the lawsuit. Each of the defendants has answered and asserted various affirmative defenses and counterclaims. Discovery is proceeding.

8



        In addition, Edwards Lifesciences is or may be a party to, or may be otherwise responsible for, pending or threatened lawsuits related primarily to products and services currently or formerly manufactured or performed, as applicable, by Edwards Lifesciences. Such cases and claims raise difficult and complex factual and legal issues and are subject to many uncertainties and complexities, including, but not limited to, the facts and circumstances of each particular case or claim, the jurisdiction in which each suit is brought, and differences in applicable law. Upon resolution of any pending legal matters, Edwards Lifesciences may incur charges in excess of presently established reserves. While any such charge could have a material adverse impact on Edwards Lifesciences' net income or cash flows in the period in which it is recorded or paid, management does not believe that any such charge would have a material adverse effect on Edwards Lifesciences' financial position, results of operations or liquidity.

        Edwards Lifesciences is also subject to various environmental laws and regulations both within and outside of the United States. The operations of Edwards Lifesciences, like those of other medical device companies, involve the use of substances regulated under environmental laws, primarily in manufacturing and sterilization processes. While it is difficult to quantify the potential impact of compliance with environmental protection laws, management believes that such compliance will not have a material impact on Edwards Lifesciences' financial position, results of operations or liquidity.

9.    COMPREHENSIVE INCOME (LOSS)

        Reconciliation of net income (loss) to comprehensive income (loss) is as follows (in millions):

 
  Three Months Ended
March 31,

 
 
  2005
  2004
 
Net income (loss)   $ 31.2   $ (62.1 )
Other comprehensive income (loss):              
  Currency translation adjustments, net of tax     (8.3 )   (1.7 )
  Unrealized net (loss) gain on investments in unconsolidated affiliates, net of tax     (1.8 )   1.1  
  Unrealized net gain on cash flow hedges, net of tax     4.8     4.2  
  Pension adjustment, net of tax     (0.2 )    
   
 
 
Comprehensive income (loss)   $ 25.7   $ (58.5 )
   
 
 

10.    EARNINGS PER SHARE

        Basic earnings per share is computed by dividing net income (loss) by the weighted average common shares outstanding during a period. Diluted earning per share is based on the treasury stock method and is computed by dividing net income by the weighted average common shares and potential common share equivalents outstanding during the periods presented assuming the exercise of all the in-the money stock options and conversion of contingently convertible senior debentures. Potential common share equivalents have been excluded where their inclusion would be anti-dilutive. The table

9



below presents the computation of basic and diluted earnings (loss) per share (in millions, except per share information):

 
  Three Months Ended
March 31,

 
 
  2005
  2004
 
Basic:              
  Net income (loss)   $ 31.2   $ (62.1 )
   
 
 
  Weighted average shares outstanding     59.5     59.6  
   
 
 
  Basic earnings (loss) per share   $ 0.52   $ (1.04 )
   
 
 

Assuming dilution:

 

 

 

 

 

 

 
  Net income (loss)   $ 31.2   $ (62.1 )
  Interest expense related to contingently convertible debt, net of tax     1.0      
   
 
 
  Net income (loss) applicable to diluted shares   $ 32.2   $ (62.1 )
   
 
 

Weighted average shares outstanding

 

 

59.5

 

 

59.6

 
Dilutive effect of contingently convertible debt     2.7      
Dilutive effect of employee stock options     2.7      
   
 
 
Dilutive weighted average shares outstanding     64.9     59.6  
   
 
 
Diluted earnings (loss) per share   $ 0.50   $ (1.04 )
   
 
 

        Diluted earnings per share for the three months ended March 31, 2005 excludes 0.1 million shares related to options as the exercise price per share was greater than the average market price, resulting in an anti-dilutive effect. As the Company incurred a net loss for the three months ended March 31, 2004, diluted earnings per share excludes 2.3 million weighted average shares of potential common share equivalents as the effect is anti-dilutive. The effect of approximately 2.7 million potential common share equivalents relating to the Company's $150.0 million convertible debentures due 2033 has been excluded from the computation of diluted earnings per share for the three months ended March 31, 2004 because the result is anti-dilutive.

11.    SEGMENT INFORMATION

        Edwards Lifesciences manages its business on the basis of one reportable segment. The Company's products and technologies share similar distribution channels and customers and are sold principally to hospitals and physicians. Management evaluates its various global product portfolios on a revenue basis, which is presented below, and profitability is evaluated on an enterprise-wide basis due to shared infrastructures. Edwards Lifesciences' principal markets are the United States, Europe and Japan.

10



        Geographic area data includes net sales, based on product shipment destination, and long-lived tangible assets, based on physical location.

 
  Three Months Ended
March 31,

 
  2005
  2004
 
  (in millions)

Net Sales by Geographic Area            
United States   $ 111.2   $ 104.5
Europe     62.4     56.9
Japan     48.9     50.7
Other countries     26.6     22.9
   
 
    $ 249.1   $ 235.0
   
 

Net Sales by Major Product Lines