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 OCTOBER 31, 2003
[ ] 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) 683-5767
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 November
15, 2003 was 15,889,829.
Transitional Small Business Disclosure Format (check one): [ ] YES [X] NO
EQUIDYNE CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT - FORM 10-QSB
THREE MONTHS ENDED OCTOBER 31, 2003
TABLE OF CONTENTS
PART I Page
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Item 1. Consolidated Financial Statements 2
Item 2. Management's Discussion and Analysis or Plan of Operation 7
Item 3. Controls and Procedures 8
PART II
Item 1. Legal Proceedings 9
Item 2. Changes in Securities and Use of Proceeds 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
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 future sales of our products, the success
of our international marketing activities, the success of our strategic
corporate relationships, the ability to sell, license or market our needle-free
technology and the success of our diversification activities. 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 achieve profitable
operations and to maintain 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; the success of our research and development
activities and our ability to obtain regulatory authorizations for developed
products, if any; competitive developments affecting our current products; our
ability to successfully attract strategic partners and to market both new and
existing products domestically and internationally; difficulties or delays in
manufacturing; trends toward managed care and health care cost containment;
exposure to product liability and other types of lawsuits and regulatory
proceedings; our ability to protect our intellectual property both domestically
and internationally; 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.
1
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
EQUIDYNE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
OCTOBER 31, JULY 31,
2003 2003
-------- --------
(UNAUDITED)
ASSETS
Current Assets:
Cash and cash equivalents $ 7,783 $ 9,517
Accounts receivable, net 3 7
Inventories, net 50 66
Deferred costs 6 10
Refundable income taxes 6,441 6,441
Prepaid and other current assets 292 59
-------- --------
Total current assets 14,575 16,100
Property and equipment, net 11 50
Deposits 5 5
Patents, net 477 490
-------- --------
Total assets $ 15,068 $ 16,645
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 307 $ 450
Accrued liabilities 971 913
Accrued income taxes 2,331 2,331
Deferred revenue 9 12
-------- --------
Total current liabilities 3,618 3,706
Commitments and contingencies
Stockholders' Equity:
Common stock, $.10 par value; authorized - 35,000,000 shares; issued -
16,986,929 and 16,482,695 shares at October 31, 2003 and July
31, 2003, respectively 1,699 1,648
Additional paid-in capital 26,713 26,593
Accumulated deficit (11,649) (9,989)
Treasury stock, at cost (1,497,100 shares) (5,313) (5,313)
-------- --------
Total stockholders' equity 11,450 12,939
-------- --------
Total liabilities and stockholders' equity $ 15,068 $ 16,645
======== ========
See accompanying notes.
2
EQUIDYNE CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED
OCTOBER 31,
-------------------------
2003 2002
------- -------
Net sales $ 2 $ 22
Cost of goods sold 19 25
------- -------
Gross loss (17) (3)
Selling, general and administrative expenses 1,632 847
Research and development -- 81
------- -------
Total operating expenses 1,632 928
------- -------
Operating loss (1,649) (931)
Other income (expense):
Interest and other 9 53
Loss on sale of property and equipment (20) --
------- -------
(11) 53
------- -------
Loss before income tax benefit (1,660) (878)
Income tax benefit -- (262)
------- -------
Net loss $(1,660) $ (616)
======= =======
Net loss per common share, basic $ (0.11) $ (0.04)
======= =======
Net loss per common share, diluted $ (0.11) $ (0.04)
======= =======
See accompanying notes.
3
EQUIDYNE CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
THREE MONTHS ENDED
OCTOBER 31,
---------------------------
2003 2002
-------- --------
OPERATING ACTIVITIES:
Net loss $ (1,660) $ (616)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 22 65
Deferred income taxes -- (263)
Loss on sale of property and equipment 20 --
Changes in operating assets and liabilities:
Accounts receivable 4 8
Inventories 16 36
Other assets (229) (227)
Accounts payable and other current liabilities (88) (455)
-------- --------
Net cash used in operating activities (1,915) (1,452)
INVESTING ACTIVITIES:
Proceeds from sale of property and equipment 10 --
Purchase of property and equipment -- (18)
-------- --------
Net cash used in investing activities 10 (18)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options 171 --
-------- --------
Net cash provided by financing activities 171 --
-------- --------
Decrease in cash and cash equivalents (1,734) (1,470)
Cash and cash equivalents, beginning of period 9,517 13,092
-------- --------
Cash and cash equivalents, end of period $ 7,783 $ 11,622
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ -- $ 291
See accompanying notes.
4
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. Since January 1999, the Company has 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 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 has 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.
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 three months ended October 31, 2003 and 2002, due to
their anti-dilutive effect.
5
The following table sets forth the computation of basic and diluted
loss per share (in thousands, except per share amounts):
THREE MONTHS ENDED
OCTOBER 31,
----------------------------
2003 2002
--------- --------
Net loss $ (1,660) $ (616)
========= ========
Weighted-average shares 15,252 14,985
========= ========
Net loss per share (Basic and Diluted) $ (0.11) $ (0.04)
========= ========
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 three months ended October 31, 2003 and 2002.
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):
THREE MONTHS ENDED
OCTOBER 31,
-------------------------
2003 2002
------- -------
Net loss, as reported $(1,660) $ (616)
Add: Stock-based compensation expense included in reported net loss -- --
Deduct: Stock-based employee compensation expense determined under fair
value based method
(507) (62)
------- -------
Pro forma net loss $(2,167) $ (696)
======= =======
Net loss per share, as reported $ (0.11) $ (0.04)
======= =======
Net loss per share, pro forma $ (0.14) $ (0.05)
======= =======
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:
2003 2002
---- ----
Expected life (years) 3 3
Interest rate 4.0% 5.0%
Volatility 0.95 0.94
Dividend yield 0.0% 0.0%
6
4. SUBSEQUENT EVENT
In December 2003, the Company's wholly owned subsidiary, Equidyne
Systems, Inc. ("ESI") entered into an agreement with HNS International, Inc.
("HNS") to sell certain assets related to ESI's needle-free business to HNS. The
assets being sold include all of the intellectual property related to the
needle-free business and various equipment and inventories. The purchase price
is $750,000, which includes a $100,000 deposit which is non-refundable should
HNS choose not to complete the transaction. The sale is expected to close on or
before January 6, 2004. HNS is owned by a current stockholder and former
director of the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OVERVIEW
The Company is a holding company, which since its formation in 1977,
has 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 has 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. The
following discussion and analysis of the results of operations and financial
condition of the Company for the three months ended October 31, 2003 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-K for the fiscal year ended July 31, 2003 filed with the U.S.
Securities and Exchange Commission (the "SEC").
RESULTS OF OPERATIONS
Consolidated net product sales ("sales") were $2,000 for the three
months ended October 31, 2003 compared to $22,000 for the three months ended
October 31, 2002, a decrease of $20,000, or 91%. The decrease in sales through
the Company's distribution partners continues to reflect the Company's change in
strategic focus and the affect 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 three months ended October 31, 2003 was $19,000,
as compared to $25,000 in the three months ended October 31, 2002. This
represents a decrease in cost of sales of 24%. The decrease in the current
fiscal year was primarily the result of the decrease in sales volume. The low
gross margins result 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 both in the current and
prior fiscal years.
Selling, general and administrative ("SG&A") expenses for the three
months ended October 31, 2003 were $1,632,000, compared to $847,000 for the
three months ended October 31, 2002, an increase of $785,000, or 95%. The
increase in the current year first quarter principally reflects increased
professional service fees and corporate expenditures associated with the timing
of the Company's 2003 Annual Meeting of Stockholders held on September 9, 2003
and associated proxy contest thereon. Legal and audit fees increased
approximately $220,000 from the prior year as the Company prepared for a
contested proxy solicitation and associated legal issues. Corporate expenses
which included the costs of proxy solicitor and financial printing increased
approximately $190,000 from the prior year. SG&A expenses also include $362,000
which represents the reimbursement of legal and proxy solicitation costs to the
stockholder organizing the proxy
7
contest. Compensation increased approximately $100,000 from the prior year first
quarter, in part resulting from severance benefits to former employees.
Depreciation and amortization expense for the three months ended October 31,
2003 decreased approximately $43,000 resulting from the $966,000 write-down of
the Company's intangible assets in the fourth quarter of fiscal 2003. The
Company paid $25,000 in administrative and management fees to a Company with a
common director in the first quarter.
Research and development expenses decreased to $0 for the three months
ended October 31, 2003 from $81,000 for the three months ended October 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 October 31,
2002 was $262,000. 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 was appropriate to record a
valuation allowance against its Federal and State deferred tax assets.
LIQUIDITY AND CAPITAL RESOURCES
At October 31, 2003, the Company had working capital of $10.9 million,
compared to working capital of $12.4 million at July 31, 2003. The decrease of
approximately $1.5 million resulted primarily from the net effect of the
Company's operating losses for the first quarter of the current fiscal year,
offset slightly by proceeds received from the exercise of stock options. In
November 2003, the Company received $2.8 million as part of the refundable
income taxes due to the Company.
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
may consider enhancing future growth through investments in or acquisitions of
companies, technologies or products in related or other lines of business, as
well as through expansion of the existing product lines. 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, as appropriate, 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 October 31, 2003, 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 at the reasonable assurance level.
There has been no change in our internal controls over financial
reporting during our most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, our internal controls over financial
reporting.
8
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
On September 9, 2003, the Company held its Annual Meeting of
Stockholders (the "Meeting"). Included in the agenda of the meeting was the
election of directors, the ratification of the Company's auditors and two other
proposals.
At the Meeting the following persons were elected directors, each to
hold office for a one-year term expiring at the 2004 Annual Meeting:
For Withhold Authority
--- ------------------
Michael J. Smith 5,087,173 16,330
Roy Zanatta 5,087,173 16,330
Mark Steinley 5,087,173 16,330
Greg Elderkin 5,087,173 16,330
Additional votes were cast for the following persons, who were not
elected directors:
For Withhold Authority
--- ------------------
Marcus R. Rowan 1,517,097 173,365
Mark C. Myers 1,547,397 143,065
Dr. James R. Gavin III 1,521,097 169,365
Harry P. Yergey 1,548,397 142,065
Other items for consideration were a proposal to ratify the appointment
of KBA Group LLP as independent accountants for 2003, a proposal to grant
authority to adjourn the Meeting to solicit additional
9
proxies and a proposal to repeal certain amendments to the Company's Amended and
Restated Bylaws. The votes cast at the Meeting were as follows:
For Against Abstain
--------- --------- -------
Independent Accountants 6,644,035 129,895 20,035
Additional Proxy Solicitation 1,668,534 5,091,806 33,625
Repeal Amended and Restated Bylaws 5,248,028 1,461,637 84,300
ITEM 5. OTHER INFORMATION
In accordance with Section 10A(i)(2) of the Securities Exchange Act of
1934, as added by Section 202 of the Sarbanes-Oxley Act of 2002 (the "Act"), we
are required to disclose the non-audit services approved by our Audit Committee
to be performed by our independent accountants. Non-audit services are defined
in the Act as services other than those provided in connection with an audit or
a review of the financial statements of a company. During the first quarter
ended October 31, 2003, KBA Group LLP prepared the Company's Federal and state
income tax returns for the fiscal year ended July 31, 2003. Such services were
approved in advance by the Audit Committee.
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 August 28, 2003, the Company filed a Report on Form 8-K in
relation to a press release announcing the Company's financial
results for the fiscal year ended July 31, 2003.
On September 17, 2003, the Company filed a Report on Form 8-K in
relation to a press release announcing the results of the 2003
Annual Meeting of Stockholders held on September 9, 2003.
10
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: December 11, 2003 By: /s/ Michael J. Smith
--------------------------------
Michael J. Smith
Chief Executive Officer, President and
Chief Financial Officer
11