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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, 2004

 

¨ TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the transition period from              to             .

 

0-20727

(Commission File Number)

 


 

Novoste Corporation

(Exact Name of Registrant as Specified in Its Charter)

 


 

Florida   59-2787476

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

3890 Steve Reynolds Blvd. Norcross, GA   30093
(Address of Principal Executive Offices)   (Zip Code)

 

(770) 717-0904

(Registrant’s telephone, 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 requirements for the past 90 days.

 

(Item 1)    Yes  x    No  ¨

(Item 2)    Yes  x    No  ¨

 

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

 

As of March 31, 2004 there were 16,331,068 shares of the registrant’s common stock outstanding.

 



Table of Contents

NOVOSTE CORPORATION

 

FORM 10-Q

 

INDEX

 

          PAGE NO.

     PART I. FINANCIAL INFORMATION     

Item 1.

   Consolidated Financial Statements     
     Consolidated Balance Sheets as of March 31, 2004 (unaudited) and December 31, 2003    3
     Unaudited Consolidated Statements of Operations for the three months ended March 31, 2004 and 2003    4
     Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2004 and 2003    5
     Notes to Unaudited Consolidated Financial Statements    6-13

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    14-24

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk    24

Item 4.

   Controls and Procedures    25
     PART II. OTHER INFORMATION     

Item 1.

   Legal Proceedings    25

Item 2.

   Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities    25

Item 3

   Defaults Upon Senior Securities    25

Item 4.

   Submission of Matters to a Vote of Security Holders    25

Item 5.

   Other Information    25

Item 6.

   Exhibits and Reports on Form 8-K    26

SIGNATURES

   27

 

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PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

 

NOVOSTE CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except number of shares data)

 

    

March 31,

2004


   

December 31,

2003


 
     (unaudited)        
ASSETS                 

Current assets:

                

Cash and cash equivalents

   $ 31,494     $ 33,177  

Short-term investments

     4,756       6,225  

Accounts receivable, net of allowance of $351 and $442, respectively

     2,891       5,206  

Inventory, net

     2,612       2,439  

Prepaid expenses and other current assets

     368       480  
    


 


Total current assets

     42,121       47,527  

Property and equipment, net

     6,475       6,997  

Radiation and transfer devices, net

     5,778       6,304  

Other assets

     408       579  
    


 


Total assets

   $ 54,782     $ 61,407  
    


 


LIABILITIES AND SHAREHOLDERS’ EQUITY                 

Current liabilities:

                

Accounts payable

   $ 1,045     $ 1,492  

Accrued expenses

     5,025       6,483  

Unearned revenue

     142       188  
    


 


Total current liabilities

     6,212       8,163  

Shareholders’ equity:

                

Preferred stock, $.01 par value, 5,000,000 shares authorized; no shares issued and outstanding

     —         —    

Common stock, $.01 par value, 25,000,000 shares authorized; 16,373,997 and 16,371,997 shares issued, respectively

     164       164  

Additional paid-in capital

     187,914       187,880  

Accumulated other comprehensive income

     640       733  

Accumulated deficit

     (139,916 )     (135,302 )

Treasury stock, at cost, 42,929 shares

     (172 )     (172 )

Unearned compensation

     (60 )     (59 )
    


 


Total shareholders’ equity

     48,570       53,244  
    


 


Total liabilities and shareholders’ equity

   $ 54,782     $ 61,407  
    


 


 

See accompanying notes.

 

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NOVOSTE CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per-share data)

 

    

Three Months Ended

March 31,


 
     2004

    2003

 

Net sales

   $ 7,025     $ 20,705  

Cost of sales

     3,876       7,066  
    


 


Gross margin

     3,149       13,639  

Operating expenses:

                

Research and development

     2,290       3,358  

Sales and marketing

     3,427       5,934  

General and administrative

     2,124       2,318  
    


 


Total operating expenses

     7,841       11,610  
    


 


Income (loss) from operations

     (4,692 )     2,029  

Interest income

     87       113  

Interest expense

     —         (7 )

Other income (expense)

     (9 )     2  
    


 


Total other income

     78       108  
    


 


Net income (loss)

   $ (4,614 )   $ 2,137  
    


 


Net income (loss) per share - Basic

   $ (0.28 )   $ 0.13  
    


 


Weighted average shares outstanding - Basic

     16,331       16,269  

Net income (loss) per share - Diluted

   $ (0.28 )   $ 0.13  
    


 


Weighted average shares outstanding - Diluted

     16,331       16,836  

 

See accompanying notes.

 

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NOVOSTE CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

    

Three Months Ended

March 31,


 
     2004

    2003

 

Cash flows from operating activities:

                

Net income (loss)

   $ (4,614 )   $ 2,137  

Adjustments to reconcile net income (loss) to net cash (used in) operating activities:

                

Depreciation and amortization of property and equipment

     670       878  

Stock based compensation expense

     26       65  

Depreciation of radiation and transfer devices

     1,099       2,459  

Provision for doubtful accounts

     (55 )     30  

Changes in assets and liabilities:

                

Accounts receivable

     2,361       (1,910 )

Inventory

     (184 )     337  

Prepaid expenses and other current assets

     111       (74 )

Other assets

     164       178  

Accounts payable

     (439 )     (582 )

Accrued expenses

     (1,454 )     (2,767 )

Unearned revenue

     (46 )     (1,133 )
    


 


Net cash (used in) operating activities

     (2,361 )     (382 )

Cash flows from investing activities:

                

Maturity/sale of short-term investments

     3,504       4,339  

Purchase of short-term investments

     (2,035 )     (3,894 )

Purchase of property and equipment, net

     (152 )     (381 )

Purchase of radiation and transfer devices

     (573 )     (712 )
    


 


Net cash provided by (used in) investing activities

     744       (648 )

Cash flows from financing activities:

                

Proceeds from issuance of common stock

     7       429  

Repayment of capital lease obligations

     —         (72 )
    


 


Net cash provided by financing activities

     7       357  

Effect of exchange rate changes on cash

     (73 )     62  
    


 


Net (decrease) in cash and cash equivalents

     (1,683 )     (611 )

Cash and equivalents at beginning of period

     33,177       21,928  
    


 


Cash and cash equivalents at end of period

   $ 31,494     $ 21,317  
    


 


Supplemental disclosure of cash flow information:

                

Cash paid for interest

   $ —       $ 7  
    


 


 

See accompanying notes.

 

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NOVOSTE CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2004

 

NOTE 1. BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and in accordance with instructions to Article 10 of Regulation S-X. Accordingly, such consolidated financial statements do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation of Novoste’s financial results and condition have been included.

 

The operating results of the interim periods presented are not necessarily indicative of the results to be achieved for the year ending December 31, 2004. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2003, included in Novoste’s 2003 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

 

The consolidated financial statements include the accounts of Novoste Corporation and its wholly owned subsidiaries incorporated in August 1998 in the Netherlands, in December 1998 in Belgium, in February 1999 in Germany, in January 2000 in France and a dedicated sales corporation incorporated in the state of Florida in March 2002. Significant inter-company transactions and accounts have been eliminated.

 

Novoste sells its catheters with no right of return except in cases of product malfunction or shipping errors. On August 19, 2002, Novoste initiated a voluntary recall of the Beta-Rail 3.5F Delivery Catheter (the “3.5F catheter”) inventory from its customers. The recall related to the discovery by Novoste of a small number of catheter-tip separations in the 3.5F catheter product. An extensive evaluation and improvement program was initiated. A pre-market approval supplement was submitted to the U.S. Food and Drug Administration (FDA) on October 15, 2002, describing the improvements to the product and manufacturing processes and requesting approval for re-launch of the product. The FDA approved the re-launch on January 6, 2003.

 

In connection with the re-launch, Novoste exchanged 5.0F catheters for 3.5F catheters with a number of its customers. The exchange of these catheters was completed by September 2003 and all related reserves have been eliminated since that time. However, in the quarter ended March 31, 2003, Novoste had recorded a reserve of approximately $1,000,000 to recognize the 5.0F catheters purchased prior to March 31, 2003, that were expected to be returned in the future for exchange to 3.5F catheters.

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

 

Novoste’s significant accounting policies are included in the audited financial statements and notes thereto for the year ended December 31, 2003 included in Novoste’s 2003 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

 

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Novoste accounts for grants of stock options and restricted stock under the recognition and measurement principles of Accounting Principles Board Option No. 25, Accounting for Stock Issued to Employees and related interpretations. The following table illustrates the effect on net income and earnings per share if Novoste had applied the fair value recognition provisions of FASB Statement No.123, Accounting for Stock-Based Compensation (in thousands, except per share amounts):

 

    

Three Months Ended

March 31,


 
     2004

    2003

 

Net income (loss), as reported

   $ (4,614 )   $ 2,137  

Add: Total stock-based employee compensation expense included in net income (loss)

     26       65  

Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards

     (576 )     (1,208 )
    


 


Pro forma net income (loss)

   $ (5,164 )   $ 994  
    


 


Earnings per share (Basic and Diluted):

                

As reported

   $ (0.28 )   $ 0.13  
    


 


Pro forma

   $ (0.32 )   $ 0.06  
    


 


 

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

 

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, which requires a new approach in determining if a reporting entity should consolidate certain legal entities, including partnerships, limited liability companies, or trusts, among others, collectively defined as variable interest entities, or VIE’s. A legal entity is considered a VIE if it does not have sufficient equity at risk to finance its own activities without relying on financial support from other parties. If the legal entity is a VIE, then the reporting entity that is the primary beneficiary must consolidate it. Even if a reporting entity is not obligated to consolidate a VIE, then certain disclosures must be made about the VIE if the reporting entity has a significant variable interest. Certain transition disclosures are required for all financial statements issued after January 31, 2003. The on-going disclosure and consolidation requirements are effective for all interim financial periods beginning after June 15, 2003. There is no impact of FIN 46 on our results of operations or financial condition.

 

NOTE 3. CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

 

Cash equivalents are comprised of certain highly liquid investments with maturities of less than three months. In addition to cash equivalents, Novoste has investments in commercial paper and other securities that are classified as short-term. All securities are considered as available-for-sale and reported at fair value, with the unrealized gains and losses reported as a component of Other Comprehensive Income (Loss) on the consolidated statements of shareholders’ equity. The amortized cost of debt securities in this category, if significant, is adjusted for amortization included in interest income. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities, of which there were none, would be included in interest income. Realized gains and losses are included in interest income and are determined on a specific identification basis. Interest and dividends on securities classified as available-for-sale are included in interest income.

 

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NOVOSTE CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2004

(continued)

 

NOTE 4. ACCOUNTS RECEIVABLE

 

Accounts receivable at March 31, 2004 and December 31, 2003 include receivables due from product sales and amounts due under lease arrangements to hospitals relating to radiation and transfer devices (See Note 7 to the unaudited consolidated financial statements). The carrying amounts reported in the consolidated balance sheets for accounts receivable approximate their fair value.

 

There were no significant concentrations of credit risk at March 31, 2004. Novoste performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. Management records estimates of expected credit losses and returns of product sold. Net bad debt recovery for the three-month period ended March 31, 2004 was $55,000 as compared to bad debt expense of $30,000 in the three-month period ended March 31, 2003. Bad debt recoveries occurred as aged accounts receivables balances declined.

 

NOTE 5. INVENTORIES

 

Inventories are stated at the lower of cost or market value on a first-in, first-out (FIFO) basis and are comprised of the following (in thousands):

 

     March 31,
2004


    December 31,
2003


 

Raw materials

   $ 2,407     $ 2,442  

Work in process

     154       124  

Finished goods

     1,159       1,115  
    


 


Inventory, gross

     3,720       3,681  

Less: Inventory reserve

     (1,108 )     (1,242 )