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, 2005
| ¨ | 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 May 2, 2005 there were 16,334,705 shares of the registrants common stock outstanding.
FORM 10-Q
INDEX
| PAGE NO. | ||||
| PART I. FINANCIAL INFORMATION | ||||
| Item 1. |
||||
| Consolidated Balance Sheets as of March 31, 2005 (unaudited) and December 31, 2004 |
3 | |||
| Unaudited Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004 |
4 | |||
| Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004 |
5 | |||
| 6-17 | ||||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
18-27 | ||
| Item 3. |
27 | |||
| Item 4. |
28 | |||
| PART II. OTHER INFORMATION | ||||
| Item 1. |
29 | |||
| Item 2. |
29 | |||
| Item 3 |
29 | |||
| Item 4. |
29 | |||
| Item 5. |
29 | |||
| Item 6. |
30 | |||
| 31-34 | ||||
2
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(in thousands, except number of shares data)
| March 31, 2005 |
December 31, 2004 |
|||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 20,559 | $ | 19,082 | ||||
| Short-term investments |
4,103 | 9,978 | ||||||
| Accounts receivable, net of allowance of $202 and $125, respectively |
894 | 1,928 | ||||||
| Inventory, net |
203 | 1,206 | ||||||
| Assets held for sale |
462 | | ||||||
| Prepaid expenses and other current assets |
634 | 807 | ||||||
| Total current assets |
26,855 | 33,001 | ||||||
| Property and equipment, net |
188 | 700 | ||||||
| Other assets |
| 1 | ||||||
| Total assets |
$ | 27,043 | $ | 33,702 | ||||
| LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||
| Current liabilities |
||||||||
| Accounts payable |
$ | 1,137 | $ | 1,511 | ||||
| Accrued expenses |
4,755 | 3,823 | ||||||
| Unearned revenue |
1,345 | 1,914 | ||||||
| Total current liabilities |
7,237 | 7,248 | ||||||
| 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 shares issued |
164 | 164 | ||||||
| Additional paid-in capital |
187,848 | 187,894 | ||||||
| Accumulated other comprehensive income |
744 | 826 | ||||||
| Accumulated deficit |
(168,777 | ) | (162,223 | ) | ||||
| Treasury stock, at cost, 42,929 shares |
(172 | ) | (172 | ) | ||||
| Unearned compensation |
(1 | ) | (35 | ) | ||||
| Total shareholders equity |
19,806 | 26,454 | ||||||
| Total liabilities and shareholders equity |
$ | 27,043 | $ | 33,702 | ||||
See accompanying notes.
3
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per-share data)
| Three Months Ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| Net sales |
$ | 3,413 | $ | 7,025 | ||||
| Cost of sales |
4,118 | 3,953 | ||||||
| Gross margin (loss) |
(705 | ) | 3,072 | |||||
| Operating expenses: |
||||||||
| Research and development |
434 | 2,475 | ||||||
| Sales and marketing |
2,702 | 3,489 | ||||||
| General and administrative |
2,878 | 1,800 | ||||||
| Total operating expenses |
6,014 | 7,764 | ||||||
| Loss from operations |
(6,719 | ) | (4,692 | ) | ||||
| Interest income |
140 | 87 | ||||||
| Other income (expense) |
25 | (9 | ) | |||||
| Total other income |
165 | 78 | ||||||
| Net loss |
$ | (6,554 | ) | $ | (4,614 | ) | ||
| Net loss per share - Basic and Diluted |
$ | (0.40 | ) | $ | (0.28 | ) | ||
| Weighted average shares outstanding - Basic and Diluted |
16,335 | 16,331 | ||||||
See accompanying notes.
4
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Three Months Ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net loss |
$ | (6,554 | ) | $ | (4,614 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Depreciation and amortization of property and equipment |
| 637 | ||||||
| Amortization of capitalized disposal costs |
33 | 33 | ||||||
| Stock based compensation expense |
(12 | ) | 26 | |||||
| Depreciation of radiation and transfer devices |
| 1,099 | ||||||
| Provision for doubtful accounts |
84 | (55 | ) | |||||
| Changes in assets and liabilities: |
||||||||
| Accounts receivable |
930 | 2,361 | ||||||
| Inventory |
993 | (184 | ) | |||||
| Prepaid expenses and other current assets |
152 | 111 | ||||||
| Other assets |
22 | 164 | ||||||
| Accounts payable |
(342 | ) | (439 | ) | ||||
| Accrued expenses |
935 | (1,454 | ) | |||||
| Unearned revenue |
(568 | ) | (46 | ) | ||||
| Net cash used in operating activities |
(4,327 | ) | (2,361 | ) | ||||
| Cash flows from investing activities: |
||||||||
| Maturity/sale of short-term investments |
7,158 | 3,504 | ||||||
| Purchase of short-term investments |
(1,283 | ) | (2,035 | ) | ||||
| Purchase of property and equipment, net |
| (152 | ) | |||||
| Purchase of radiation and transfer devices |
| (573 | ) | |||||
| Net cash provided by investing activities |
5,875 | 744 | ||||||
| Cash flows from financing activities: |
||||||||
| Proceeds from issuance of common stock |
| 7 | ||||||
| Net cash provided by financing activities |
| 7 | ||||||
| Effect of exchange rate changes on cash |
(71 | ) | (73 | ) | ||||
| Net increase (decrease) in cash and cash equivalents |
1,477 | (1,683 | ) | |||||
| Cash and equivalents at beginning of period |
19,082 | 33,177 | ||||||
| Cash and cash equivalents at end of period |
$ | 20,559 | $ | 31,494 | ||||
See accompanying notes.
5
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
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 accounting principles generally accepted in the United States for complete financial statements. 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, 2005. 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, 2004, included in Novostes 2004 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 in March 2002 a dedicated sales corporation incorporated in the state of Florida. Significant inter-company transactions and accounts have been eliminated.
On February 22, 2005, Novoste announced that the Board of Directors had determined that its vascular brachytherapy (VBT) business, which is its only business line, is no longer viable and, as a result, has authorized a staged wind-down of the business. As described in the notes that follow, assets have been stated at estimated net realizable value and accruals have been recorded to reflect the business assumptions of the wind-down in accordance with FAS 146, Accounting for Costs Associated with Exit or Disposal Activities.
6
NOVOSTE CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
(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, 2004 included in Novostes 2004 Annual Report on Form 10-K (2004 10-K) filed with the Securities and Exchange Commission. The items below supplement the information presented in the 2004 10-K.
Stock Options
Novoste accounts for grants of stock options and restricted stock under the recognition and measurement principles of Accounting Principles Board Opinion 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 No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure (in thousands, except per share amounts):
| Three Months Ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| Net loss, as reported |
$ | (6,554 | ) | $ | (4,614 | ) | ||
| Add: Total stock-based employee compensation expense (income) included in net loss |
(12 | ) | 26 | |||||
| Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards |
(197 | ) | (576 | ) | ||||
| Pro forma net loss |
$ | (6,763 | ) | $ | (5,164 | ) | ||
| Loss per share (Basic and Diluted): |
||||||||
| As reported |
$ | (0.40 | ) | $ | (0.28 | ) | ||
| Pro forma |
$ | (0.41 | ) | $ | (0.32 | ) | ||
In December 2004, the FASB issued FASB Statement No. 123(R), Share Based Payment. SFAS 123(R) addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprises equity instruments or that may be settled by the issuance of such equity instruments. SFAS 123(R) requires an entity to recognize the grant-date fair-value of stock options and other equity-based compensation issued to employees in the income statement. The revised Statement generally requires that an entity account for those transactions using the fair-value-based method, and eliminates the intrinsic value method of accounting in APB 25, which was permitted under SFAS 123, as originally issued. The revised Statement requires entities to disclose information about the nature of the share-based payment transactions and the effects of those transactions on the financial statements. All public companies must use either the modified prospective or the modified retrospective transition method.
The Company previously disclosed that it planned to adopt SFAS 123(R) on July 1, 2005. Pursuant to an SEC Amendment to Regulation S-X effective April 21, 2005, the revised date for adopting SFAS 123(R) is the first interim reporting period of a registrants first fiscal year beginning on or after June 15, 2005. As a result, the Company now plans to adopt SFAS 123(R) on January 1, 2006. As of March 31, 2005, we have not determined the effect that the adoption of SFAS 123(R) will have on our financial position and results of operations or the method under which we will apply SFAS 123(R).
7
Asset Impairment
Novoste evaluates the carrying value of long-lived assets in accordance with the provisions of SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, whenever events or circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is determined based on the carrying value of an asset exceeding the future undiscounted net cash flow expected to be generated by the asset. If an asset is not recoverable, impairment is measured by the excess of the discounted future cash flows over the carrying value of the asset (see also Note 14 to the unaudited consolidated financial statements).
Assets Held for Sale
Following the announcement of a staged wind-down and subsequent determination as of the timing thereof, Novoste committed to a plan for the sale of certain assets in accordance with the wind-down plan. The plan includes actively identifying and seeking buyers for these assets. In accordance with the provisions of SFAS 144, assets held for sale are stated at estimated net realizable value and depreciation on these assets has been suspended (see also Note 6 to the unaudited consolidated financial statements).
Employment Termination costs
As part of the wind-down plan, Novoste has provided incentives to certain employees to remain with the Company to manage the wind-down. To receive these incentive payments, they are required to remain with the Company until their employment is terminated. Novoste accounts for these termination benefits in accordance with FAS 146, Accounting for Costs Associated with Exit or Disposal Activities (see also Note 15 to the unaudited consolidated financial statements).
8
NOVOSTE CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
(continued)
NOTE 3. CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
Cash equivalents are comprised of certain highly liquid investments acquired 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 (see Note 13 to the unaudited consolidated financial statements). The amortized cost of debt securities in this category, if significant, is adjusted for amortization and 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.
NOTE 4. ACCOUNTS RECEIVABLE
Accounts receivable at March 31, 2005 and December 31, 2004 include receivables due from product sales and amounts due under lease and maintenance or service agreements with customers 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. Management records estimates of expected credit losses based on periodic credit evaluations of its customers financial condition.
Accounts receivable is comprised of the following (in thousands):
| March 31, 2005 |
December 31, 2004 |
|||||||
| Accounts receivable, gross |
$ | 1,096 | $ | 2,053 | ||||
| Less: Provision for doubtful accounts |
(202 | ) | (125 | ) | ||||
| Accounts receivable, net |
$ | 894 | $ | 1,928 | ||||
There were no significant concentrations of credit risk at March 31, 2005.
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, 2005 |
December 31, 2004 |
|||||||
| Raw materials |
$ | 1,963 | ||||||