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
(Registrants 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 registrants common stock outstanding.
FORM 10-Q
INDEX
2
Item 1. Consolidated Financial Statements
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.
3
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.
4
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.
5
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 Novostes 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 Novostes 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
Novostes significant accounting policies are included in the audited financial statements and notes thereto for the year ended December 31, 2003 included in Novostes 2003 Annual Report on Form 10-K filed with the Securities and Exchange Commission.
6
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 VIEs. 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.
7
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 | ) | ||||