-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LSSikSdtpDRdevS0yMRvZmyeH7+wlfzN47bCPp/JJyiOu+A0pDmb8yw4oEFlWU+D qpxgzDRjwJLu2pkPn3/FbQ== 0001193125-04-067121.txt : 20040422 0001193125-04-067121.hdr.sgml : 20040422 20040422092217 ACCESSION NUMBER: 0001193125-04-067121 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040422 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVOSTE CORP /FL/ CENTRAL INDEX KEY: 0001012131 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 592787476 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20727 FILM NUMBER: 04746903 BUSINESS ADDRESS: STREET 1: 3890 STEVE REYNOLDS BLVD CITY: NORCROSS STATE: GA ZIP: 30093 BUSINESS PHONE: 7707170904 MAIL ADDRESS: STREET 1: 3890 STEVE REYNOLDS BLVD. CITY: NORCROSS STATE: GA ZIP: 30093 8-K 1 d8k.htm FORM 8-K Form 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) April 22, 2004

 


 

NOVOSTE CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Florida   0-20727   59-2787476

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification)

 

3890 Steve Reynolds Blvd., Norcross, GA 30093

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (770) 717-0904

 

 

(Former name or former address, if changed since last report)

 



Item 7. Financial Statements and Exhibits.

 

  (a) Financial Statements.

 

Not applicable.

 

  (b) Pro Forma Financial Information.

 

Not applicable.

 

  (c) Exhibits.

 

Exhibit Number

 

Description


Item 99.1   Press Release Dated April 22, 2004

 

Item 9. Regulation FD Disclosure.

 

On April 22, 2004, Novoste Corporation (the “Company”) issued a press release announcing the Company’s earnings for the first quarter 2004. A copy of the release is furnished with this report as an exhibit pursuant to Item 12 under Item 9 of this Form 8-K.

 

The copy of the Company’s press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this report (including Exhibit 99.1) is furnished pursuant to Item 9 of Form 8-K and shall not be deemed be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This report shall not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely by Regulation FD.


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: April 22, 2004

 

NOVOSTE CORPORATION

            (Registrant)

By:

 

/s/ SUBHASH C. SARDA


   

Subhash C. Sarda

   

Acting Chief Financial Officer


EXHIBIT INDEX

 

Exhibit Number

 

Description


99.1   Press Release, dated April 22, 2004
EX-99.1 3 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

DRAFT

 

PRESS RELEASE

 

 

Contacts:

  

Alfred J. Novak

    

Chief Executive Officer

    

(770) 717-6096

 

NOVOSTE ANNOUNCES FIRST QUARTER 2004 FINANCIAL RESULTS AND VASCULAR

BRACHYTHERAPY TRANSACTION WITH GUIDANT CORPORATION

 

NORCROSS, GA., April 22, 2004 – Novoste Corporation (NASDAQ: NOVT) today reported its financial results for the quarter ended March 31, 2004.

 

The Company reported that GAAP (Generally Accepted Accounting Principles) net revenue for the first quarter 2004 was $7.0 million compared to $20.7 million for the first quarter 2003. Revenues continue to be negatively impacted by the introduction of drug-eluting stents (DES) by competitors and aggressive use by physicians as an alternative therapy for restenosis. The prior year first quarter was impacted by the re-introduction of the Company’s 3.5 French product which resulted in higher than usual level of revenue for that quarter. Additionally, a revenue reserve of $1.1 million was recognized in the prior year quarter as the 3.5 French product was exchanged for 5 French product sold in earlier periods. There was no comparable revenue reserve adjustment in the first quarter 2004, therefore revenues of $7.0 million in the current quarter can be compared to first quarter 2003 adjusted revenues of $19.6 million.

 

On a GAAP basis, net loss for the first quarter 2004 was $4.6 million, or $0.28 per diluted share, compared to a net income of $2.1 million, or $0.13 per diluted share for the first quarter 2003. Net loss, as adjusted, for the first quarter 2004 was $4.1 million, or $0.25 per diluted share and reflected the exclusion of expenses associated with a reduction in force during this quarter. This first quarter loss compares to an adjusted net income of $1.3 million in the first quarter of 2003, or $0.08 per diluted share of earnings. A reconciliation of GAAP to “as adjusted” results is included in the attached financial statements.

 

Gross margin in the first quarter 2004 was 45%, and compared to an adjusted gross margin of 64% for the first quarter of 2003. The drop in margin is a function of the significant lower volumes of procedures and high operating leverage. Operating expenses were $7.8 million for the first quarter 2004, down from $11.6 million in the first quarter of 2003. Research and development (R&D) expenses were $2.3 million, down from $3.4 million in the first quarter 2003, reflecting decreased spending on engineering and clinical trials. Selling, general and administrative (SG&A) expenses were $5.6 million in the quarter, down from $8.3 million in the first quarter 2003.

 

The Company ended the quarter with net cash and short-term investments of $36.3 million compared to $39.4 million at December 31, 2003, a decrease in cash of $3.1 million.

 

Al Novak, President and Chief Executive Officer, commented on the Company’s financial performance: “The first quarter has proven to be a difficult quarter given the momentum of drug-eluting stents (DES). It was always clear that DES would be used aggressively by physicians, however, we continue to believe that as physicians determine the best use of these devices, they will continue to use vascular brachytherapy (VBT) to treat those patients where in-stent restenosis occurs. We have been responsive in making some very difficult decisions in assuring that the company is properly sized for ongoing and future business opportunities.”


Novoste also announced today that it has signed an agreement with Guidant Corporation to facilitate the transition to Novoste products of existing customers of Guidant’s vascular brachytherapy system in the United States and Canada. As part of the terms of the Agreement, Guidant will discontinue its vascular brachytherapy business in the U.S. and Canada over the next six months. The agreement is an asset purchase agreement whereby Novoste will acquire information regarding Guidant’s vascular brachytherapy business, including the customer list of Guidant in the United States and Canada. During an established transition period, expected to be six months, Guidant and Novoste will jointly cooperate to transition the Guidant accounts to Novoste products for any customer that wishes to continue vascular brachytherapy. Additionally, Guidant has agreed to not compete in vascular brachytherapy in the U.S. and Canada for a period of five years. Novoste has paid the sum of $2.5 million to Guidant at the signing of the transaction and has agreed to pay a 5% royalty on its net sales of all vascular brachytherapy products in the U.S. and Canada, up to an additional payment of $4.0 million.

 

Al Novak, President and CEO of Novoste Corporation commented: “Novoste specializes in radiation therapy technology and this agreement seeks to consolidate the Guidant and Novoste brachytherapy business to better serve the interests of both companies’ physician customers and their patients. We expect to have a smooth transition to our Beta-Cath System and are hopeful that the majority of Guidant’s customers will elect to continue with vascular brachytherapy, the only clinically proven treatment for in-stent restenosis.”

 

Non-GAAP Measures

 

Novoste uses non-GAAP measures, such as net income, as adjusted, fully diluted earnings per share, as adjusted, and net revenue, as adjusted. Novoste’s management believes that the presentation of these measures provides useful information to investors. Among other things, these measures may assist investors in evaluating the Company’s operations, period over period. The measures exclude such items as reserves for catheter exchanges, restructuring charges or other expenses that might be considered by some investors as extraordinary for the period. Management uses these measures internally for evaluation of the performance of the business, including allocation of resources and evaluation of results relative to employee performance compensation targets. Investors should consider these non-GAAP measures in addition to, not as a substitute for or as superior to, measures of financial performance prepared in accordance with GAAP.

 

Quarterly Conference Call Webcast

 

The Company has scheduled a conference call for 10:00 A.M. Eastern time on Thursday, April 22, 2004 to discuss its first quarter 2004 results. Interested parties may access the conference call by visiting the Investor Relations page of Novoste’s website at http://www.novoste.com. Listeners are advised to visit the website at least 15 minutes early to download and install any necessary audio software. An archived copy of the call will be available for a period of one week after the call on the Company’s website.

 

About Novoste Corporation

 

Novoste Corporation, based in Atlanta GA, develops advanced medical treatments for coronary and vascular diseases and is the worldwide leader in vascular brachytherapy. The Company’s Beta-Cath System is commercially available in the United States, as well as in the European Union and several other countries. Novoste Corporation shares are traded on the NASDAQ National Stock Market under the symbol NOVT. For general company information, please call (770) 717-0904 or visit the Company’s website at www.novoste.com.

 

Forward Looking Statements

 

Statements made in this press release that look forward in time or that express management’s beliefs, expectations or estimates regarding future occurrences are forward-looking statements


within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected in these forward-looking statements based upon known and unknown risks and uncertainties, including continued market acceptance of the Beta-Cath System, continued demonstration of safety, efficacy, and device performance in post-market surveillance studies, competition and technological changes. These and other risks are detailed in documents filed by Novoste with the SEC including its Form 10-K for the year ended December 31, 2003 and its Form 10-Q for the quarter ended September 30, 2003. The Company does not undertake to update its forward-looking statements.

 

- FINANCIAL HIGHLIGHTS TO FOLLOW -


NOVOSTE CORPORATION

 

CONDENSED STATEMENT OF OPERATIONS

(unaudited)

 

     Three Months Ended March 31,

(in thousands, except per-share data)

 

   2004

    2003

Net revenue

   $ 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

Other income

     78       108
    


 

Net income (loss)

   $ (4,614 )   $ 2,137
    


 

Basic earnings (loss) per share

   $ (0.28 )   $ 0.13
    


 

Fully diluted earnings (loss) per share

   $ (0.28 )   $ 0.13
    


 

Shares used in computing basic net income per share

     16,331       16,269
    


 

Shares used in computing fully diluted net income per share

     16,331       16,836
    


 


SUPPLEMENTARY REVENUE DATA AND

RECONCILIATION OF GAAP AMOUNTS TO ADJUSTED AMOUNTS:

(unaudited)

 

     Three Months Ended March 31,

 

(in thousands, except per-share data)

 

   2004

    2003

 

GAAP net revenue

                

Catheters & accessories:

                

Domestic

   $ 5,828     $ 19,006  

International

     988       1,293  
    


 


       6,816       20,299  

Lease revenue:

                

Domestic

     131       322  

International

     78       84  
    


 


       209       406  

Total GAAP net revenue:

                

Domestic

     5,959       19,328  

International

     1,066       1,377  
    


 


     $ 7,025     $ 20,705  

Adjustment items:

                

Catheter exchange reserve (net)

     —         (1,141 )
    


 


Net revenue, as adjusted

   $ 7,025     $ 19,564  
    


 


GAAP net income (loss)

   $ (4,614 )   $ 2,137  

Adjustment items:

                

Restructuring charge

     471       196  

Reserve for catheter exchanges

     —         (1,041 )
    


 


Net income (loss), as adjusted

   $ (4,143 )   $ 1,292  
    


 


GAAP fully diluted earnings (loss) per share

   $ (0.28 )   $ 0.13  

Restructuring charge

     0.03       0.01  

Reserve for catheter exchanges

     —         (0.06 )
    


 


Fully diluted earnings (loss) per share, as adjusted

   $ (0.25 )   $ 0.08  
    


 



NOVOSTE CORPORATION

CONDENSED BALANCE SHEETS

(unaudited)

 

(in thousands, except per-share data)

 

   March 31,
2004


   December 31,
2003


ASSETS

             

Current assets:

             

Cash, cash equivalents and short-term investments

   $ 36,250    $ 39,402

Other current assets

     5,871      8,125
    

  

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

   $ 6,212    $ 8,163

Shareholders’ equity

     48,570      53,244
    

  

Total liabilities and shareholders’ equity

   $ 54,782    $ 61,407
    

  

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