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 June 30, 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.) | |
| 4350 International 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 August 2, 2004 there were 16,334,705 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)
| June 30, 2004 |
December 31, 2003 |
|||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 23,752 | $ | 33,177 | ||||
| Short-term investments |
7,015 | 6,225 | ||||||
| Accounts receivable, net of allowance of $214 and $442, respectively |
3,100 | 5,206 | ||||||
| Inventory, net |
2,369 | 2,439 | ||||||
| Prepaid expenses and other current assets |
528 | 480 | ||||||
| Total current assets |
36,764 | 47,527 | ||||||
| Property and equipment, net |
6,120 | 6,997 | ||||||
| Radiation and transfer devices, net |
5,276 | 6,304 | ||||||
| Other assets |
2,653 | 579 | ||||||
| Total assets |
$ | 50,813 | $ | 61,407 | ||||
| LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 691 | $ | 1,492 | ||||
| Accrued expenses |
5,011 | 6,483 | ||||||
| Unearned revenue |
345 | 188 | ||||||
| Total current liabilities |
6,047 | 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; 16,377,634 and 16,371,997 shares issued, respectively |
164 | 164 | ||||||
| Additional paid-in capital |
187,901 | 187,880 | ||||||
| Accumulated other comprehensive income |
607 | 733 | ||||||
| Accumulated deficit |
(143,687 | ) | (135,302 | ) | ||||
| Treasury stock, at cost, 42,929 shares |
(172 | ) | (172 | ) | ||||
| Unearned compensation |
(47 | ) | (59 | ) | ||||
| Total shareholders equity |
44,766 | 53,244 | ||||||
| Total liabilities and shareholders equity |
$ | 50,813 | $ | 61,407 | ||||
See accompanying notes.
3
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per-share data)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
| Net sales |
$ | 5,753 | $ | 17,608 | $ | 12,778 | $ | 38,314 | ||||||||
| Cost of sales |
3,464 | 6,318 | 7,338 | 13,386 | ||||||||||||
| Gross margin |
2,289 | 11,290 | 5,440 | 24,928 | ||||||||||||
| Operating expenses: |
||||||||||||||||
| Research and development |
666 | 2,806 | 2,957 | 6,164 | ||||||||||||
| Sales and marketing |
3,144 | 5,147 | 6,571 | 11,081 | ||||||||||||
| General and administrative |
2,366 | 2,254 | 4,490 | 4,573 | ||||||||||||
| Total operating expenses |
6,176 | 10,207 | 14,018 | 21,818 | ||||||||||||
| Income (loss) from operations |
(3,887 | ) | 1,083 | (8,578 | ) | 3,110 | ||||||||||
| Interest income |
75 | 70 | 162 | 183 | ||||||||||||
| Interest expense |
| (2 | ) | | (9 | ) | ||||||||||
| Other income |
41 | 2 | 31 | 5 | ||||||||||||
| Total other income |
116 | 70 | 193 | 179 | ||||||||||||
| Net income (loss) |
$ | (3,771 | ) | $ | 1,153 | $ | (8,385 | ) | $ | 3,289 | ||||||
| Net income (loss) per share - Basic |
$ | (0.23 | ) | $ | 0.07 | $ | (0.51 | ) | $ | 0.20 | ||||||
| Weighted average shares outstanding - Basic |
16,331 | 16,321 | 16,331 | 16,295 | ||||||||||||
| Net income (loss) per share - Diluted |
$ | (0.23 | ) | $ | 0.07 | $ | (0.51 | ) | $ | 0.19 | ||||||
| Weighted average shares outstanding - Diluted |
16,331 | 16,951 | 16,331 | 16,893 | ||||||||||||
See accompanying notes.
4
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Six Months Ended June 30, |
||||||||
| 2004 |
2003 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income (loss) |
$ | (8,385 | ) | $ | 3,289 | |||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
||||||||
| Depreciation and amortization of property, equipment and intangibles |
1,499 | 1,765 | ||||||
| Stock based compensation expense |
18 | 72 | ||||||
| Depreciation of radiation and transfer devices |
2,113 | 4,748 | ||||||
| Provision for doubtful accounts |
(108 | ) | (256 | ) | ||||
| Changes in assets and liabilities: |
||||||||
| Accounts receivable |
2,196 | (1,604 | ) | |||||
| Inventory |
58 | 168 | ||||||
| Prepaid expenses and other current assets |
(49 | ) | 122 | |||||
| Other assets |
185 | 757 | ||||||
| Accounts payable |
(793 | ) | (968 | ) | ||||
| Accrued expenses |
(1,465 | ) | (2,620 | ) | ||||
| Unearned revenue |
158 | (1,783 | ) | |||||
| Net cash provided by (used in) operating activities |
(4,573 | ) | 3,690 | |||||
| Cash flows from investing activities: |
||||||||
| Maturity/sale of short-term investments |
5,619 | 9,486 | ||||||
| Purchase of short-term investments |
(6,409 | ) | (6,194 | ) | ||||
| Purchase of property and equipment, net |
(410 | ) | (698 | ) | ||||
| Purchase of intangibles |
(2,500 | ) | | |||||
| Purchase of radiation and transfer devices |
(1,085 | ) | (1,613 | ) | ||||
| Net cash provided by (used in) investing activities |
(4,785 | ) | 981 | |||||
| Cash flows from financing activities: |
||||||||
| Proceeds from issuance of common stock |
15 | 717 | ||||||
| Repayment of capital lease obligations |
| (139 | ) | |||||
| Net cash provided by financing activities |
15 | 578 | ||||||
| Effect of exchange rate changes on cash |
(82 | ) | 153 | |||||
| Net increase (decrease) in cash and cash equivalents |
(9,425 | ) | 5,402 | |||||
| Cash and equivalents at beginning of period |
33,177 | 21,928 | ||||||
| Cash and cash equivalents at end of period |
$ | 23,752 | $ | 27,330 | ||||
| Supplemental disclosure of cash flow information: |
||||||||
| Cash paid for interest |
$ | | $ | 9 | ||||
See accompanying notes.
5
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 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 products 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 June 30, 2003, Novoste had recorded a reserve of approximately $400,000 to recognize the 5.0F catheters purchased prior to June 30, 2003, that were expected to be returned in the future for exchange to 3.5F catheters.
6
NOVOSTE CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
(continued)
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.
Stock Options
Novoste accounts for grants of stock options and restricted stock under the recognition and measurement principles of Accounting Principles Board Option (APB) No. 25, Accounting for Stock Issued to Employees and related interpretations. The following table illustrates the effect on net income (loss) and earnings (loss) per share if Novoste had applied the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No.123, Accounting for Stock-Based Compensation (in thousands, except per share amounts):
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
| Net income (loss), as reported |
$ | (3,771 | ) | $ | 1,153 | $ | (8,385 | ) | $ | 3,289 | ||||||
| Add: Total stock-based employee compensation expense included in net income (loss) |
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