UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(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
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-9341
ICAD, INC.
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(Exact name of registrant as specified in its charter)
Delaware 02-0377419
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4 Townsend West, Suite 17, Nashua, NH 03063
- --------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(603) 882-5200
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
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
filing requirement for the past 90 days. 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 the close of business on May 4, 2005 there were 36,601,813 shares
outstanding of the issuer's Common Stock, $.01 par value.
ICAD, INC.
INDEX
PAGE
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheets as of March 31, 2005
(unaudited) and December 31, 2004 3
Consolidated Statements of Operations for the
three month periods ended March 31, 2005
and 2004 (unaudited) 4
Consolidated Statements of Cash Flows for the three
month periods ended March 31, 2005 and 2004 (unaudited) 5
Notes to Consolidated Financial Statements (unaudited) 6-8
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-13
Item 3 Quantitative and Qualitative Disclosures about Market Risk 13
Item 4 Controls and Procedures 13
PART II OTHER INFORMATION
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 6 Exhibits 14
Signatures 15
iCAD, INC.
Consolidated Balance Sheets
March 31, December 31,
2005 2004
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Assets (unaudited)
Current assets:
Cash and cash equivalents $ 7,216,734 $ 8,008,163
Trade accounts receivable, net of allowance for doubtful
accounts of $510,000 in 2005 and $450,000 in 2004 5,717,275 5,006,333
Inventory 1,051,071 1,013,806
Prepaid and other current assets 300,232 261,286
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Total current assets 14,285,312 14,289,588
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Property and equipment:
Equipment 2,316,017 2,078,306
Leasehold improvements 75,434 37,904
Furniture and fixtures 135,544 135,544
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2,526,995 2,251,754
Less accumulated depreciation and amortization 1,057,069 944,121
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Net property and equipment 1,469,926 1,307,633
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Other assets:
Patents, net of accumulated amortization 283,113 302,644
Technology intangibles, net of accumulated amortization 4,810,069 4,964,090
Tradename, distribution agreements and other,
net of accumulated amortization 667,334 756,867
Goodwill 43,515,285 43,515,285
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Total other assets 49,275,801 49,538,886
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Total assets $ 65,031,039 $ 65,136,107
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Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 2,077,705 $ 2,006,500
Accrued interest 53,396 671,154
Accrued salaries and other expenses 1,490,645 1,373,191
Deferred revenue 407,986 439,717
Current maturities of note payable 1,500,000 1,500,000
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Total current liabilities 5,529,732 5,990,562
Loans payable to related party 300,000 300,000
Note payable, less current maturities 1,500,000 1,875,000
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Total liabilities 7,329,732 8,165,562
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Commitments and contingencies
Stockholders' equity:
Convertible preferred stock, $ .01 par value: authorized
1,000,000 shares; issued and outstanding 6,374 in
2005 and 7,435 in 2004, with an aggregate
liquidation value of $1,127,000 in 2005
and $1,257,500 in 2004, plus 7% annual dividend 64 74
Common stock, $ .01 par value: authorized
50,000,000 shares; issued 36,610,929 in 2005
and 36,410,170 shares in 2004; outstanding
36,543,053 in 2005 and 36,342,294 shares in 2004 366,109 364,101
Additional paid-in capital 130,358,350 130,271,515
Accumulated deficit (72,072,952) (72,714,881)
Treasury stock at cost (67,876 common shares) (950,264) (950,264)
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Total stockholders' equity 57,701,307 56,970,545
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Total liabilities and stockholders' equity $ 65,031,039 $ 65,136,107
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See accompanying notes to financial statements.
3
iCAD, INC.
Consolidated Statements of Operations
Three Months Three Months
March 31, 2005 March 31, 2004
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(unaudited) (unaudited)
Sales $ 6,007,607 $ 5,426,881
Cost of sales 1,273,573 1,829,246
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Gross margin 4,734,034 3,597,635
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Operating expenses:
Engineering and product development 1,016,048 1,712,041
General and administrative 1,222,208 1,379,506
Marketing and sales 1,750,966 2,239,687
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Total operating expenses 3,989,222 5,331,234
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Income (loss) from operations 744,812 (1,733,599)
Interest expense - net 32,883 165,802
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Net income (loss) before provision for income taxes 711,929 (1,899,401)
Provision for income taxes 70,000 --
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Net income (loss) 641,929 (1,899,401)
Preferred dividend 30,432 33,250
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Net income (loss) attributable
to common stockholders $ 611,497 $ (1,932,651)
============ ============
Net income (loss) per share:
Basic and Diluted $ 0.02 $ (0.06)
Weighted average number of shares used
in computing income (loss) per share:
Basic 36,384,185 33,708,252
Diluted 38,754,414 33,708,252
See accompanying notes to financial statements.
4
iCAD, INC.
Consolidated Statements of Cash Flows
Three Months Three Months
March 31, 2005 March 31, 2004
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(unaudited) (unaudited)
Cash flows from operating activities:
Net income (loss) $ 641,929 $(1,899,401)
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Adjustments to reconcile net income (loss)
to net cash used for operating activities:
Depreciation 112,948 66,497
Amortization 263,085 255,783
Loss on disposal of assets -- 21,110
Changes in operating assets and liabilities:
Accounts receivable (710,942) 568,479
Inventory (37,265) 942,720
Prepaid and other current assets (38,946) (226,319)
Accounts payable 71,205 (1,628,240)
Accrued interest (617,758) 142,929
Accrued expenses 87,022 185,355
Deferred revenue (31,731) 103,486
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Total (902,382) 431,800
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Net cash used for operating activities (260,453) (1,467,601)
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Cash flows from investing activities:
Additions to property and equipment (275,241) (138,992)
Additional acquisition costs of CADx -- (19,478)
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Net cash used for investing activities (275,241) (158,470)
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Cash flows from financing activities:
Issuance of common stock for cash 119,265 482,249
Payment of note payable (375,000) (17,109)
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Net cash provided by (used for) financing activities (255,735) 465,140
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Decrease in cash and equivalents (791,429) (1,160,931)
Cash and equivalents, beginning of period 8,008,163 5,101,051
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Cash and equivalents, end of period $ 7,216,734 $ 3,940,120
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Supplemental disclosure of cash flow information:
Interest paid $ 617,834 $ 3,633
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Non-cash items from investing and financing activities:
Accrued dividends on convertible preferred stock $ 30,432 $ 33,250
=========== ===========
See accompanying notes to financial statements.
5
iCAD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2005
(1) Accounting Policies
In the opinion of management all adjustments and accruals (consisting only
of normal recurring adjustments), which are necessary for a fair
presentation of operating results are reflected in the accompanying
consolidated financial statements. Reference should be made to iCAD,
Inc.'s ("iCAD" or "Company") Annual Report on Form 10-K for the year ended
December 31, 2004 for a summary of significant accounting policies.
Interim period amounts are not necessarily indicative of the results of
operations for the full year.
(2) Loan Payable to Related Party
The Company has a Revolving Loan and Security Agreement (the "Loan
Agreement") with Mr. Robert Howard, Chairman of the Board of Directors of
the Company, under which Mr. Howard has agreed to advance funds, or to
provide guarantees of advances made by third parties in an amount up to
$5,000,000. Outstanding advances are collateralized by substantially all
of the assets of the Company and bear interest at the prime interest rate
(5.75% at March 31, 2005) plus 2% with a minimum of 8%. Mr. Howard is
entitled to convert outstanding advances made by him under the Loan
Agreement into shares of the Company's common stock at any time based on
the closing market price of the Company's common stock at the lesser of
the market price at the time each advance is made or at the time of
conversion. At March 31, 2005, $300,000 was outstanding under the Loan
Agreement and $4,700,000 was available for future borrowings.
(3) Acquisition of Qualia Computing, Inc.
On December 31, 2003, the Company completed the acquisition of Qualia
Computing, Inc., a privately held company based in Beavercreek, Ohio, and
its subsidiaries, including CADx Systems, Inc. (together "CADx"), bringing
together two of the three companies approved by the US Food and Drug
Administration (FDA) to market computer aided detection of breast cancer
solutions in the United States. To complete the acquisition, iCAD issued
4,300,000 shares of its common stock, representing approximately 13% of
the outstanding shares of iCAD common stock after the merger. The value of
the Company's common stock issued was based upon a per share value of
$5.70, equal to the closing price on November 28, 2003, the day the
acquisition was announced. Additionally, iCAD paid $1,550,000 in cash and
executed a 36-month secured promissory note in the amount of $4,500,000 to
purchase Qualia shares that were owned by two institutional investors.
6
iCAD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2005
(4) Stock-Based Compensation
The Company applies Accounting Principles Board (APB) Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations in
accounting for its employee stock option plans. Under APB Opinion No. 25,
when the number of shares and exercise price of the Company's employee
stock options are fixed and the exercise price equals the market price of
the underlying stock on the date of grant, no compensation cost is
recognized provided vesting is based solely on the passage of time.
The Company estimates the fair value of each grant of options at the grant
date, using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in 2005: no dividends paid;
expected volatility of 78.6%; risk-free interest rate of 3.69%, 3.91% and
4.18% and expected lives of 2 to 4 years. The weighted-average assumptions
used for grants in 2004 were: no dividends paid; expected volatility of
80.2%; risk-free interest rate of 3.03%, and an expected life of 4 years.
Had compensation cost for the Company's option plans been determined using
the fair value method at the grant dates, the effect on the Company's net
income (loss) and net income (loss) per share for the three month periods
ended March 31, 2005 and 2004 would have been as follows:
Three Months Ended
March 31,
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2005 2004
Net income (loss) attributable to
common stockholders as reported $ 611,497 $(1,932,651)
Deduct: Total stock-based
employee compensation
determined under the fair value
method for all awards (415,689) (92,386)
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Pro forma net income (loss) $ 195,808 $(2,025,037)
=========== ===========
Basic and diluted income (loss) per share
As reported $ .02 $ (.06)
Pro forma $ .01 $ (.06)
7
iCAD, INC.
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2005
(5) New Accounting Pronouncement
In December 2004, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 123 (revised 2004), Share-Based Payment, which is a revision of
SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123 (R)
will be effective for the Company on January 1, 2006. SFAS No. 123 (R)
supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees,
and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach
in SFAS No. 123 (R) is similar to the approach described in SFAS No. 123.
However, SFAS No. 123 (R) requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the
statement of operations based on their fair values. Pro-forma disclosure
is no longer an alternative.
8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Certain information included in this Item 2 and elsewhere in this Form
10-Q that are not historical facts contain forward looking statements that
involve a number of known and unknown risks, uncertainties and other factors
that could cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievement
expressed or implied by such forward looking statements. These risks and
uncertainties include, but are not limited to, uncertainty of future sales
levels, protection of patents and other proprietary rights, the impact of supply
and manufacturing constraints or difficulties, product market acceptance,
possible technological obsolescence of products, increased competition,
litigation and/or government regulation, changes in Medicare reimbursement
policies, competitive factors, the effects of a decline in the economy in
markets served by the Company and other risks detailed in the Company's other
filings with the Securities and Exchange Commission. The words "believe",
"demonstrate", "intend", "expect", "estimate", "anticipate", "likely", "seek",
"should" and similar expressions identify forward-looking statements. Readers
are cautioned not to place undue reliance on those forward-looking statements,
which speak only as of the date the statement was made.
Results of Operations
Overview
iCAD develops computer aided detection (CAD) products for the early detection of
breast cancer and other healthcare related applications. The Company's Second
Look (R) products for early detection of breast cancer are currently available
for use with film based and digital mammography practices. Early detection of
breast cancer can save lives and often permits less costly, less invasive and
less disfiguring cancer treatment options than when the cancer is detected at a
later stage.
iCAD is the only independent, integrated digitizer hardware and CAD software
company offering computer aided detection solutions for the detection of breast
cancer. As such, the Company is able to reduce costs at each step in the CAD
product design, production and assembly process. The Company believes that its
vertical integration of CAD and hardware development results in better
integration of software and film digitizer components, lower production costs
and reduced administrative overhead. These factors have allowed iCAD to enhance
its CAD product line, while reducing the costs of the Company's CAD products to
many customers and allowing more women to realize the benefits inherent in the
early detection of breast cancer.
The Company's CAD systems include proprietary software technology together with
standard computer and display equipment. CAD systems for the film-based
mammography market also include a radiographic film digitizer manufactured by
the Company. iCAD also manufactures medical film digitizers for a variety of
medical imaging and other applications. The Company's headquarters are located
in southern New Hampshire, with contract manufacturing facilities in New
Hampshire and Connecticut.
9
Critical Accounting Policies
The Company's critical accounting policies are set forth in its Annual Report on
Form 10-K for the fiscal year ended December 31, 2004.
Quarter Ended March 31, 2005 compared to Quarter Ended March 31, 2004
Sales. Sales of the Company's CAD and medical imaging products for the quarter
ended March 31, 2005 were $6,007,607, compared with sales of $5,426,881 for the
quarter ended March 31, 2004. During the first quarter of 2005 the Company
updated its product line for film based mammography with the introduction of its
new Second Look(R) 700 and Second Look 300 products. The Second Look 700 product
replaces the Company's previous Second Look 400, 402 and 500 products, while the
Second Look 300 adds a modular, extensible and network capable product option to
the Company's product offerings for lower volume women's health care providers.
Both products became commercially available near the end of the first quarter of
2005, limiting the availability of units for sales demonstrations and customer
evaluations during that quarter. In aggregate, fifty-one Second Look 200 and
Second Look 300 systems were sold during the first quarter of 2005, including
systems sold under the Company's ClickCAD(TM) fee per procedure program. No such
systems were sold in the first quarter of 2004.
In the first quarter of 2005 iCAD added Fusion Sales Partners as an additional
national sales distribution channel for film based mammography CAD products.
Fusion's contribution to the Company's sales during the quarter was immaterial,
and is expected to increase in subsequent quarters. An additional contribution
to the Company's film based mammography CAD sales is anticipated as private
label sales of the Company's Second Look 200 product by Hologic, Inc., commence
in the second quarter of 2005.
In the first quarter of 2005 Hologic, Inc., the Company's newest OEM customer,
began sales of the Company's CAD solutions for Hologic digital mammography
systems. iCAD also received approval from the U.S. Food and Drug Administration
("FDA") for its new CAD system for use with Siemens Medical Solution's digital
mammography system, which the Company believes will contribute to increased
sales in future quarters.
During the first quarter of 2005 iCAD filed its first application with the FDA
for approval of a product to support radiologists in review of computed
tomography (CT) studies of the chest and detection of potentially cancerous lung
nodules. Although there can be no assurance of approval by the FDA, the Company
believes that this product line could begin to contribute to revenues in 2006.
The Company's sold eighteen of its Second Look 200 systems under its
ClickCAD(TM) fee per procedure program which represents a slight increase from
sales during the fourth quarter of 2004. There were no sales of Second Look 200
systems under the ClickCAD program in the first quarter of 2004.
Over the course of 2005, the Company expects CAD for digital mammography, Second
Look 200/300 sales and revenues attributable to the Company's ClickCAD program
to increase as a percentage of overall sales.
10
Gross Margins. Gross margin increased in the three months ended March 31, 2005
to 79% compared to 66% in the comparable period in 2004. Several factors
contributed to the increase in gross margins. The Company's Second Look 700
product, which replaces previous Second Look 500, 400 and 402 products in the
Company's product line, was engineered to reduce overall costs of goods and
achieve higher gross margins on product sales. The Company's digital, Second
Look 200 and Second Look 300 product lines all reflect individual product gross
margins in excess of aggregate gross margins reported in the first quarter of
2004. Additionally, sale of software options, primarily for the Company's Second
Look 700 and 500 products, increased as a percentage of sales in the first
quarter of 2005. These software options carry high product gross margins.
Engineering and Product Development. Engineering and product development costs
for the quarter ended March 31, 2005 decreased to $1,016,048 from $1,712,041 in
2004. The decrease in engineering and product development costs primarily
results from the action taken by the Company in the first quarter of 2004,
following its merger with CADx, to reduce its workforce and close its office and
software development group located in Tampa, Florida. In connection with these
measures, the Company incurred approximately $280,000 in non-recurring
engineering severance benefits and office closure expenses. Over the remaining
quarters of 2005, the Company expects engineering and product development costs
to increase in absolute terms while remaining relatively constant as a
percentage of sales, as the Company has redirected a portion of its research and
engineering resources to accelerate the delivery of new iCAD products, such as
applying iCAD's core CAD and clinical decision support technologies to
additional medical applications.
General and Administrative. General and administrative expenses in the three
months ended March 31, 2005 decreased from $1,379,506 in 2004 to $1,222,208 in
2005. The decrease in general and administrative expenses is due primarily to
actions taken by the Company in the first quarter of 2004, following its merger
with CADx, to reduce its staff and close its offices. In connection with these
measures, the Company incurred approximately $50,000 in non-recurring general
and administrative severance benefits and other expenses associated with the
reductions of staff and a write-off of fixed assets relating to the closure of
the iCAD office in Tampa, Florida. The Company expects that overall general and
administrative expenses will decline for the remainder of 2005 as a percentage
of sales, as sales are expected to increase at a greater rate than general and
administrative expenses
Marketing and Sales Expenses. Marketing and sales expenses for the three months
ended March 31, 2005 decreased from $2,239,687 in 2004 to $1,750,966 in 2005.
The decrease is primarily due to the actions taken by the Company in the first
quarter of 2004, following the merger with CADx, to reduce its workforce, close
its office in San Rafael, California, and eliminate duplication in marketing and
other activities. In connection with this action the Company incurred
approximately $200,000 in non-recurring marketing and sales severance benefits
and office closure expenses. In general, the Company expects marketing and sales
expenses to decline in 2005 as a percentage of sales, as sales are expected to
increase at a greater rate than marketing and sales expenses.
Interest Expense. Net interest expense for the three months ended March 31, 2005
decreased from $165,802 in 2004 to $32,883 in 2005. The decrease in interest
expense during the first quarter of 2005 is due to the repayment of $3,330,000,
in December 2004, that the Company had previously borrowed from Mr. Howard
pursuant to the Loan Agreement.
11
Provision for Income Taxes. The provision for income taxes consists of federal
alternative minimum tax expense and state income taxes based upon the estimated
effective income tax rate for the full fiscal year.
Net Income (Loss). As a result of the foregoing, the Company recorded net income
of $641,929 for the three month period ended March 31, 2005 on sales of
$6,007,607 compared to a net loss of ($1,899,401) for the comparable period in
2004 on sales of $5,426,881.
Liquidity and Capital Resources
The Company believes that its current liquidity and capital resources are
sufficient to support and sustain operations through at least the next 12
months, primarily due to expected continuing profitable operations and the net
proceeds of approximately $8,325,000 from a private placement of its securities
to accredited investors that was completed in December 2004. The Company's
ability to generate cash adequate to meet its future capital requirements will
depend primarily on operating cash flow. In addition, the Company has a
$5,000,000 credit line under the Loan Agreement with its Chairman, Mr. Robert
Howard, of which $4,700,000 was available at March 31, 2005.
At March 31, 2005 the Company had current assets of $14,285,312, current
liabilities of $5,529,732 and working capital of $8,755,580. The ratio of
current assets to current liabilities was 2.6:1
Net cash used for operating activities for the three months ended March 31, 2005
was $260,453, compared to $1,467,601 for the same period in 2004. The cash used
in the first quarter of 2005 resulted primarily from the changes in accounts
receivable and the payment of accrued interest of approximately $617,000 owed to
Mr. Howard pursuant to the Loan Agreement, offset by non-cash depreciation,
amortization and change in accounts payable.
The net cash used in investing activities for the three months ended March 31,
2005 was $275,241, compared to $158,470 for the same period in 2004. The cash
used in investing activities included the addition of $275,241 for tooling,
computer equipment, and leasehold improvements. Net cash used for financing
activities in the three months ended March 31, 2005 was $255,735 compared to net
cash provided by financing activities of $465,140 for the same period in 2004.
The increase in cash used for financing activities during the first quarter of
2005 was primarily due to the payment of the note payable in the amount of
$375,000, offset by cash received due to the issuance of common stock relating
to exercise of stock options in the amount of $119,265.
12
Intellectual Property
On April 18, 2005, the Company received a letter from R2 Technology, Inc.
("R2"), the Company's principal competitor, advising the Company of R2's
position that iCAD's Second Look product lines allegedly infringed on US Patents
6,266,435, 6,477,262 and 6,574,357, which are licensed to R2. These patents are
continuations in part of the patents already licensed to iCAD by R2 under a
September 2003 Settlement Agreement that resolved certain patent infringement
litigation between iCAD and R2 (the "Settlement Agreement"). R2 has not given
the Company sufficient information to evaluate R2's position. Under the prior
Settlement Agreement, the rights of R2 to assert subsequent claims of
infringement of this nature against iCAD are limited, and require reasonably
detailed notice, the opportunity for negotiation and binding arbitration as a
required alternative to litigation.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
The Company, under the supervision and with the participation of its management,
including its principal executive officer and principal financial officer,
evaluated the effectiveness of the design and operation of its disclosure
controls and procedures as of the end of the period covered by this report.
Based on this evaluation, the principal executive officer and principal
financial officer concluded that the Company's disclosure controls and
procedures are effective in reaching a reasonable level of assurance that
information required to be disclosed by the Company in the reports that it files
or submits under the Securities Exchange Act of 1934 ("Exchange Act") is
recorded, processed, summarized and reported within the time period specified in
the Securities and Exchange Commission's rules and forms.
The Company's principal executive officer and principal financial officer
conducted an evaluation of the Company's internal control over financial
reporting (as defined in Exchange Act Rule 13a-15(f)) to determine whether any
changes in internal control over financial reporting occurred during the quarter
ended March 31, 2005, that have materially affected or which are reasonably
likely to materially affect internal control over financial reporting. Based on
that evaluation, there has been no such change during such period.
13
PART II OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the first quarter of 2005, 1,000 shares of the Company's 7% Series A
Convertible Preferred Stock and 40 shares of the Company 7% Series B Convertible
Preferred Stock were converted by a non-affiliate holder into 120,000 shares of
the Company's common stock and 21 shares of the Company's 7% Series B
Convertible Preferred Stock were converted by a director of the Company into
10,500 shares of the Company's common stock, in accordance with the terms of the
preferred stock. No compensation or fees were paid to solicit or induce the
conversion by the holders of the preferred stock. Issuance of the Company's
common stock upon conversion of the preferred stock was made pursuant to an
exemption from registration under Section 3(a) (9) of the Securities Act of
1933, as amended.
Item 6. Exhibits
Exhibit No. Description
31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
14
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 thereunto duly authorized.
iCAD, Inc.
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(Registrant)
Date: May 9, 2005 By: /s/ W. Scott Parr
----------- -----------------------------------
W. Scott Parr
President, Chief Executive Officer,
Director
Date: May 9, 2005 By: /s/ Annette L. Heroux
----------- -----------------------------------
Annette L. Heroux
Vice President of Finance,
Chief Financial Officer
15