UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ____ to _____
COMMISSION FILE NUMBER 0-9922
---------------
EQUIDYNE CORPORATION
(Name of Small Business Issuer in Its Charter)
DELAWARE 04-2608713
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1620-400 BURRARD STREET, VANCOUVER, B.C., CANADA V6C 3A6
(Address of office) (Zip Code)
Issuer's telephone number, including area code: (604) 408-8538
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
[X] YES [ ] NO
The number of shares outstanding of the Company's common stock as at March 9,
2004 was 15,634,829.
Transitional Small Business Disclosure Format (check one): [ ] YES [X] NO
EQUIDYNE CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT - FORM 10-QSB
THREE MONTHS ENDED JANUARY 31, 2004
TABLE OF CONTENTS
PART I PAGE
- ----------------------------------------------------------------------- ----
Item 1. Consolidated Financial Statements 3-6
Item 2. Management's Discussion and Analysis or Plan of Operation 8-9
Item 3. Controls and Procedures 10
PART II
Item 1. Legal Proceedings 10
Item 2. Changes in Securities and Use of Proceeds 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
FORWARD LOOKING STATEMENTS
Certain statements contained in this Quarterly Report and other written
material and oral statements made from time to time by us do not relate strictly
to historical or current facts. As such, they are considered "forward-looking
statements" that provide current expectations or forecasts of future events.
Such statements are typically characterized by terminology such as "believe,"
"anticipate," "should," "intend," "plan," "will," "expect," "estimate,"
"project," "strategy" and similar expressions. Our forward-looking statements
generally relate to the prospects for our ability to identify new business
opportunities, develop new business strategies to take advantage of such
opportunities and execute such business strategies. These statements are based
upon assumptions and assessments made by our management in light of its
experience and its perception of historical trends, current conditions, expected
future developments and other factors our management believes to be appropriate.
These forward-looking statements are subject to a number of risks and
uncertainties, including the following: our ability to identify and evaluate
business opportunities that will achieve profitable operations while maintaining
sufficient cash to operate our business and meet our liquidity requirements: our
ability to obtain financing, if required, on terms acceptable to us, if at all;
our ability to successfully attract strategic partners and to market both new
and existing products and services domestically and internationally; exposure to
lawsuits and regulatory proceedings; governmental laws and regulations affecting
domestic and foreign operations; our ability to identify and complete
diversification opportunities; and the impact of acquisitions, divestitures,
restructurings, product withdrawals and other unusual items. Except as required
by applicable law, the Company undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
2
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
EQUIDYNE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
JANUARY 31, JULY 31,
2004 2003
----------- --------
(UNAUDITED)
ASSETS
Current Assets:
Cash and cash equivalents $ 11,199 $ 9,517
Accounts receivable, net -- 7
Inventories, net -- 66
Deferred costs -- 10
Refundable income taxes 3,611 6,441
Prepaid and other current assets 150 59
-------- --------
Total current assets 14,960 16,100
Property and equipment, net -- 50
Deposits 5 5
Patents, net -- 490
-------- --------
Total assets $ 14,965 $ 16,645
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 401 $ 450
Accrued liabilities 914 913
Accrued income taxes 2,331 2,331
Deferred revenue -- 12
-------- --------
Total current liabilities 3,646 3,706
Commitments and contingencies
Stockholders' Equity:
Common stock 1,713 1,648
Additional paid-in capital 26,744 26,593
Accumulated deficit (11,825) (9,989)
Treasury stock, at cost (5,313) (5,313)
-------- --------
Total stockholders' equity 11,319 12,939
-------- --------
Total liabilities and stockholders' equity $ 14,965 $ 16,645
======== ========
See accompanying notes.
3
EQUIDYNE CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
SIX MONTHS ENDED
JANUARY 31,
-------------------------
2004 2003
------- -------
Net sales $ 39 $ 51
Cost of goods sold 74 51
------- -------
Gross loss (35) --
Selling, general and administrative expenses 2,044 1,715
Research and development -- 171
------- -------
Total operating expenses 2,044 1,886
------- -------
Operating loss (2,079) (1,886)
Other income (expense):
Interest and other 14 77
Gain (loss)on sale of property and equipment 229 (11)
------- -------
243 66
------- -------
Loss before income tax benefit (1,836) (1,820)
Income tax benefit -- (541)
------- -------
Net loss $(1,836) $(1,279)
======= =======
Net loss per common share, basic and diluted $ (0.12) $ (0.09)
======= =======
See accompanying notes.
4
EQUIDYNE CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED
JANUARY 31,
----------------------
2004 2003
------ ------
Net sales $ 37 $ 29
Cost of goods sold 55 26
------ ------
Gross income (loss) (18) 3
Selling, general and administrative expenses 412 868
Research and development -- 90
------ ------
Total operating expenses 412 958
------ ------
Operating loss (430) (955)
Other income (expense):
Interest and other 5 24
Gain (loss)on sale of property and equipment 249 (11)
------ ------
254 13
------ ------
Loss before income tax benefit (176) (942)
Income tax benefit -- (279)
------ ------
Net loss $ (176) $ (663)
====== ======
Net loss per common share, basic and diluted $(0.01) $(0.05)
====== ======
See accompanying notes.
5
EQUIDYNE CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
SIX MONTHS ENDED
JANUARY 31,
---------------------------
2004 2003
-------- --------
OPERATING ACTIVITIES:
Net loss $ (1,836) $ (1,279)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 35 131
Deferred income taxes -- (546)
Gain (Loss) on sale of property and equipment (229) 11
Changes in operating assets and liabilities:
Accounts receivable 7 16
Refundable income taxes 2,830 --
Inventories 66 66
Other assets (81) (165)
Accounts payable and other current liabilities (60) (434)
-------- --------
Net cash provided by (used in) operating
activities 732 (2,200)
INVESTING ACTIVITIES:
Proceeds from sale of property and equipment 734 4
Purchase of property and equipment -- (20)
-------- --------
Net cash provided by (used in) investing
activities 734 (16)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options 216 --
-------- --------
Net cash provided by financing activities 216 --
-------- --------
Increase (decrease) in cash and cash equivalents 1,682 (2,216)
Cash and cash equivalents, beginning of period 9,517 13,092
-------- --------
Cash and cash equivalents, end of period $ 11,199 $ 10,876
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ -- $ 295
See accompanying notes.
6
EQUIDYNE CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Equidyne Corporation (the "Company") is a holding company, which since its
formation in 1977, has invested in various medical device companies and
technologies. From January 1999 until January 2004, the Company had principally
focused on the development of patented, needle-free drug delivery systems,
principally the reusable INJEX(TM) System.
In early 2002, the Company's executive management evaluated the Company's
technologies, markets and production capabilities and concluded that a change in
the strategic focus of the Company was necessary as the Company's production
capabilities were not cost effective nor were its sales and marketing programs
generating satisfactory results. The Company has since this time been in the
process of evaluating strategic alternatives both within and outside of the
medical products industry.
In September 2003, after seeing the Company's executive management make
little progress on developing the Company's needle-free business or other
diversification opportunities, the stockholders of the Company voted to change
the Board of Directors and executive management. As a result, the previous
executive management team was replaced by the new Board of Directors. The new
Board of Directors had three principal objectives: 1) minimize operating
expenses; 2) further evaluate and realize value from its existing needle-free
technologies; and 3) seek new business opportunities, investments and
acquisitions not necessarily in the medical device field.
On January 6, 2004, Equidyne Systems, Inc. ("ESI"), a wholly owned
subsidiary of Equidyne Corporation, sold all its right, title and interest in
and to its needle free technologies to HNS International Inc. ("HNS").
Basis of Presentation
The interim period consolidated financial statements have been prepared by
the Company pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission (the "SEC"). Certain information and footnote disclosure
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to such SEC rules and regulations. The interim period
consolidated financial statements should be read together with the audited
consolidated financial statements and accompanying notes included in the
Company's latest annual report on Form 10-KSB for the fiscal year ended July 31,
2003. In the opinion of the Company, the unaudited consolidated financial
statements contained herein contain all adjustments necessary to present a fair
statement of the results of the interim periods presented. The results for the
periods presented herein may not be indicative of the results for any subsequent
period or the entire year.
2. LOSS PER SHARE
Basic loss per share is based upon the weighted average number of common
shares outstanding during the period. Diluted loss per share reflects the effect
of dilutive securities, if any, principally stock options and warrants. Dilutive
securities were not included in the calculation of diluted weighted average
shares for the six month and three months ended January 31, 2004 and 2003, due
to their anti-dilutive effect.
The following table sets forth the computation of basic and diluted loss per
share (in thousands, except per share amounts):
THREE MONTHS ENDED SIX MONTHS ENDED
JANUARY 31, JANUARY 31,
------------------------ ------------------------
2004 2003 2004 2003
-------- -------- -------- --------
Net loss $ (176) $ (663) $ (1,836) $ (1,279)
======== ======== ======== ========
Weighted-average shares 15,620 14,985 15,436 14,985
======== ======== ======== ========
Net loss per share (Basic and Diluted) $ (0.01) $ (0.05) $ (0.12) $ (0.09)
======== ======== ======== ========
7
3. STOCK-BASED COMPENSATION
In accordance with Statement No. 123, "Accounting for Stock-Based
Compensation" ("FAS 123"), the Company accounts for its two stock option plans
and other stock-based employee compensation using the intrinsic value method
prescribed by Accounting Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees", and related interpretations, as described more
fully in the Company's annual report on Form 10KSB for the year ended July 31,
2003. Accordingly, compensation expense is recorded on the date of grant only to
the extent the current market price of the underlying stock exceeds the option
exercise price. The Company did not record any stock-based compensation expense
in the six months ended January 31, 2004 and 2003.
Had compensation expense been determined based on the fair values at dates
of grant for its stock options under FAS 123, as amended by FAS 148, net loss
and net loss per share would have been reported as indicated in the pro forma
results below (in thousands, except per share amounts):
SIX MONTHS ENDED
JANUARY 31,
-------------------------
2004 2003
------- -------
Net loss, as reported $(1,836) $(1,279)
Deduct: Stock-based employee compensation expense
determined under fair value based method (507) (124)
------- -------
Pro forma net loss $(2,343) $(1,403)
======= =======
Net loss per share, as reported $ (0.12) $ (0.09)
======= =======
Net loss per share, pro forma $ (0.15) $ (0.09)
======= =======
The fair values under FAS 123 for options granted were estimated at the date
of grant using a Black-Scholes option pricing model with the following
weighted-average assumptions:
2004 2003
---- ----
Expected life (years) 3 3
Interest rate 4.0% 5.0%
Volatility 0.95 0.94
Dividend yield 0.0% 0.0%
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OVERVIEW
The Company is a holding company, which since its formation in 1977 until
January 2004, had invested in various medical device companies and technologies.
In September 2003, after seeing the Company's executive management make
little progress on developing the Company's needle-free business or other
diversification opportunities, the stockholders of the Company overwhelmingly
voted to change the Board of Directors and executive management. As a result,
the previous executive management team was replaced by the new Board of
Directors. The new Board of Directors had three principal objectives: 1)
minimize operating expenses; 2) further evaluate and realize value from its
existing needle-free technologies; and 3) seek new business opportunities,
investments and acquisitions not necessarily in the medical device field.
On January 6, 2004, Equidyne Systems, Inc. ("ESI"), a wholly owned
subsidiary of Equidyne Corporation, sold all its right, title and interest in
and to its needle free technologies to HNS International Inc. ("HNS") for
$750,000. The Board of Directors continues to identify and evaluate potential
business opportunities, investments and acquisitions.
The following discussion and analysis of the results of operations and
financial condition of the Company for the six months and three months ended
January 31, 2004 should be read in conjunction with the consolidated financial
statements and related notes included in this quarterly report, as well as the
Company's most recent annual report on Form 10-KSB for the fiscal year ended
July 31, 2003 filed with the U.S. Securities and Exchange Commission (the
"SEC").
8
RESULTS OF OPERATIONS - SIX MONTHS ENDED JANUARY 31, 2004
Consolidated net product sales ("sales") were $39,000 for the six months
ended January 31, 2004 compared to $51,000 for the six months ended January 31,
2003, a decrease of $12,000, or 24%. The decrease in sales through the Company's
distribution partners continues to reflect the Company's change in strategic
focus and the effect of the cessation of most sales and marketing activities,
including advertising and co-marketing expenditures prior fiscal year. Such
sales and marketing expenditures have not proven to be effective in generating
product sales.
Cost of sales for the six months ended January 31, 2004 was $74,000, as
compared to $51,000 in the six months ended January 31, 2003. The negative gross
margin results from the production cost of the consumable components of the
Company's products (the polycarbonate plastic ampules and vial adapters) which
is in excess of the respective selling prices in the current fiscal period.
Selling, general and administrative ("SG&A") expenses for the six months
ended January 31, 2004 were $2,044,000, compared to $1,715,000 for the six
months ended January 31, 2003, an increase of $329,000, or 19%. The increase in
the current year principally reflects increased professional service fees and
corporate expenditures associated with a proxy contest. The increase also
reflects the payment of $150,000 for reimbursement of expenses and
administrative and management fees to a Company with a common director.
Research and development expenses decreased to $0 for the six months ended
January 31, 2004 from $171,000 for the six months ended January 31, 2003 as the
Company ceased its research and development activities in February 2003.
The Company's income tax benefit for the six months ended January 31, 2003
was $541,000. The prior tax benefit was based on the Company's ability to carry
back the operating losses incurred to recapture a portion of the taxes paid in
fiscal year 2001. The Company recorded no income tax benefits in the current
year. The Company cannot carry back fiscal 2004 losses and determined that it
does not have sufficient taxable income available for future carry forward.
Therefore, the Company believes it is appropriate to record a valuation
allowance against its Federal and State deferred tax assets.
RESULTS OF OPERATIONS - THREE MONTHS ENDED JANUARY 31, 2004
Consolidated net product sales ("sales") were $37,000 for the three months
ended January 31, 2004 compared to $29,000 for the three months ended January
31, 2003, a increase of $8,000, or 28%. The increase is primarily the result of
sale of inventories to HNS International Inc.
Cost of sales for the three months ended January 31, 2004 was $55,000, as
compared to $26,000 in the three months ended January 31, 2003. This represents
an increase in cost of sales of 112%. The increase is primarily the result of
sale of inventories to HNS International Inc.
Selling, general and administrative ("SG&A") expenses for the three months
ended January 31, 2004 were $412,000, compared to $868,000 for the three months
ended January 31, 2003, a decrease of $456,000, or 53%. The Company paid
$125,000 for reimbursement of expenses and administrative and management fees to
a Company with a common director in the second quarter.
Research and development expenses decreased to $0 for the three months ended
January 31, 2004 from $90,000 for the three months ended January 31, 2003 as the
Company ceased its research and development activities in February 2003.
The Company's income tax benefit for the three months ended January 31, 2003
was $279,000. The prior tax benefit was based on the Company's ability to carry
back the operating losses incurred to recapture a portion of the taxes paid in
fiscal year 2001. The Company recorded no income tax benefits in the current
year. The Company cannot carry back fiscal 2004 losses and determined that it
does not have sufficient taxable income available for future carry forward.
Therefore, the Company believes it is appropriate to record a valuation
allowance against its Federal and State deferred tax assets.
LIQUIDITY AND CAPITAL RESOURCES
At January 31, 2004, the Company had working capital of $11.3 million,
compared to working capital of $12.4 million at July 31, 2003. The decrease of
approximately $1.1 million resulted primarily from the net effect of the
Company's operating losses for the six months ended January 31, 2004 which was
partially offset by proceeds received from the exercise of stock options and
proceeds from sale of property and equipment.
9
The Company believes that funds on hand, combined with cash generated from
investment income and tax refunds, will be sufficient to finance operations and
capital expenditures for the next twelve months. In addition, the Company is
seeking investments in or acquisitions of companies, technologies or products in
related or other lines of business. There is no assurance that management will
find suitable opportunities or effect the necessary financial arrangements for
such investments or provide the working capital needed for the acquired
activities.
ITEM 3. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer to allow for timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, our
management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and our management is required to apply its judgment
in evaluating the cost-benefit relationship of possible controls and procedures.
As of January 31, 2004, the end of the quarter covered by this report, we
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on the foregoing, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
were effective as of the end of the period covered by this report at the
reasonable assurance level.
There has been no change in our internal controls over financial reporting
that has materially affected, or is reasonably likely to materially affect, our
internal controls over financial reporting subsequent to the date the Chief
Executive Officer and Chief Financial Officer completed their evaluation.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On October 22, 2003, the Company's former Chief Executive Officer (Marcus R.
Rowan) and its former President (Mark C. Myers) brought claims against the
Company in the District Court of Dallas County, Texas alleging breach of
contract for failure to pay back wages, severance payments, accrued but unpaid
vacation and certain health and welfare benefits under the terms of their
respective employment arrangements. In addition, the plaintiffs allege
defamation as it relates to their dismissal from the Company "for cause." The
plaintiffs seek actual damages of approximately $281,000, plus unspecified
amounts for exemplary damages and attorneys' fees. The Company denies such
allegations and intends to vigorously defend against such claims.
In the ordinary course of conducting its business, the Company may become
subject to litigation and claims regarding various matters. There exists a
reasonable possibility that the Company will not prevail in all cases. Although
sufficient uncertainty exists in these cases to prevent the Company from
determining the amount of its liability, if any, the ultimate exposure upon the
resolution of any such litigation or claims is not expected to materially
adversely affect the Company's financial condition or results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER
None.
ITEM 5. OTHER INFORMATION
None.
10
ITEM 6. EXHIBITS AND REPORTS ON FORMS 8-K
(a) Exhibits
Exhibit 31.1 - Certification of the Chief Executive Officer and Chief
Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 - Certification of the Principal Executive Officer and
Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(b) Reports on Form 8-K:
On November 20, 2003, the Company filed a Report on Form 8-K to disclose the
change in auditors.
On December 19, 2003, the Company filed a Report on Form 8-K in relation to
a press release announcing the Company's agreement with HNS International, Inc.
related to sale of needle-free business.
On January 10, 2004, the Company filed a Report on Form 8-K in relation to a
press release announcing the sale of needle-free business.
11
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
EQUIDYNE CORPORATION
Dated: March 12, 2004 By: /s/ Michael J. Smith
------------------------
Michael J. Smith
Chief Executive Officer, President
and Chief Financial Officer
12