UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended January 1, 2005.
Commission file number 000-14742
CANDELA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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04-2477008 |
(State or other
jurisdiction |
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(I.R.S. Employer Identification No.) |
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530 Boston Post Road, Wayland, Massachusetts |
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01778 |
(Address of principal executive offices) |
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(Zip code) |
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Registrants telephone number, including area code: (508) 358-7400 |
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 requirements for the past 90 days.
Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Securities Exchange Act of 1934).
Yes ý No o
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Class |
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Outstanding at February 7, 2005 |
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Common Stock, $.01 par value per share |
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22,568,776 |
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CANDELA CORPORATION
Index
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Unaudited Consolidated Balance Sheets as of January 1, 2005 and July 3, 2004 |
3 |
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4 |
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5 |
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6-12 |
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
13-18 |
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19 |
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19 |
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20 |
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21 |
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21 |
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CANDELA CORPORATION AND SUBSIDIARIES
(in thousands) |
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January 1, |
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July 3, |
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(unaudited) |
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Assets: |
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Current assets: |
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Cash and cash equivalents |
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$ |
45,798 |
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$ |
37,139 |
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Restricted cash |
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260 |
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257 |
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Accounts receivable, net |
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30,291 |
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34,302 |
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Notes receivable |
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877 |
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1,151 |
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Inventories, net |
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13,679 |
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13,571 |
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Other current assets |
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1,404 |
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2,184 |
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Total current assets |
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92,309 |
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88,604 |
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Property and equipment, net |
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3,504 |
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3,406 |
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Deferred tax assets |
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5,661 |
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5,914 |
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Prepaid licenses |
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966 |
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1,054 |
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Other assets |
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3,938 |
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1,501 |
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Total assets |
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$ |
106,378 |
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$ |
100,479 |
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Liabilities and Stockholders Equity |
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Current liabilities: |
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Accounts payable |
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$ |
6,474 |
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$ |
6,973 |
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Accrued payroll and related expenses |
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3,314 |
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5,428 |
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Accrued warranty costs |
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4,779 |
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4,946 |
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Income taxes payable |
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3,468 |
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1,844 |
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Other accrued liabilities |
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3,542 |
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3,586 |
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Deferred income (current portion) |
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4,465 |
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3,421 |
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Current liabilities of discontinued operations |
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1,249 |
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1,019 |
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Total current liabilities |
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27,291 |
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27,217 |
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Other long-term liabilities |
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4,773 |
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3,945 |
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Long-term liabilities of discontinued operations |
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649 |
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2,548 |
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Total liabilities |
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32,713 |
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33,710 |
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Stockholders equity: |
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Common stock |
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246 |
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246 |
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Treasury stock, at cost |
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(12,997 |
) |
(12,997 |
) |
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Additional paid-in capital |
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53,487 |
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53,069 |
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Accumulated earnings |
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31,478 |
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26,023 |
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Accumulated other comprehensive income |
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1,451 |
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428 |
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Total stockholders equity |
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73,665 |
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66,769 |
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Total liabilities and stockholders equity |
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$ |
106,378 |
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$ |
100,479 |
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The accompanying notes are an integral part of the unaudited consolidated financial statements.
3
CANDELA CORPORATION
Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
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For the three months ended: |
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For the six months ended: |
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January 1, |
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December 27, |
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January 1, |
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December 27, |
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Revenue |
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Lasers and other products |
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$ |
23,539 |
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$ |
19,906 |
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$ |
41,882 |
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$ |
35,260 |
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Product-related service |
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4,665 |
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3,992 |
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8,713 |
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7,324 |
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Total revenue |
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28,204 |
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23,898 |
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50,595 |
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42,584 |
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Cost of sales |
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Lasers and other products |
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9,833 |
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9,527 |
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17,386 |
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17,156 |
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Product-related service |
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4,395 |
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2,124 |
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7,192 |
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3,869 |
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Total cost of sales |
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14,228 |
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11,651 |
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24,578 |
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21,025 |
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Gross profit |
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13,976 |
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12,247 |
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26,017 |
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21,559 |
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Operating expenses: |
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Selling, general and administrative |
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9,997 |
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7,818 |
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16,657 |
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13,221 |
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Research and development |
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1,621 |
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1,415 |
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2,956 |
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2,491 |
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Total operating expenses |
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11,618 |
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9,233 |
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19,613 |
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15,712 |
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Income from operations |
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2,358 |
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3,014 |
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6,404 |
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5,847 |
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Other income (expense): |
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Interest income |
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141 |
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76 |
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237 |
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155 |
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Interest expense |
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(4 |
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(8 |
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Other income, net |
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75 |
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379 |
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118 |
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412 |
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Total other income |
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216 |
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451 |
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355 |
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559 |
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Income from continuing operations before income taxes |
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2,574 |
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3,465 |
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6,759 |
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6,406 |
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Provision for income taxes |
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824 |
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1,024 |
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2,163 |
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2,176 |
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Income from continuing operations |
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1,750 |
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2,441 |
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4,596 |
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4,230 |
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Discontinued operations: |
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Loss from discontinued Skin Care Center operations of $473 less income tax benefit of $175 |
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(298 |
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Gain (loss) on closure of skin care center including revision of leasehold obligations of $1,374 and provision of $(3,348) less income tax expense of $(515) and income tax benefit of $1,253 |
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859 |
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859 |
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(2,095 |
) |
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Net income |
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$ |
2,609 |
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$ |
2,441 |
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$ |
5,455 |
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$ |
1,837 |
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Net income (loss) per share of common stock |
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Basic: |
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Income from continuing operations |
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$ |
.08 |
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$ |
.11 |
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$ |
.20 |
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$ |
.20 |
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Gain (loss) from discontinued operations |
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.04 |
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.04 |
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(.11 |
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Net income |
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$ |
.12 |
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$ |
.11 |
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$ |
.24 |
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$ |
.09 |
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Diluted: |
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Income from continuing operations |
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$ |
.07 |
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$ |
.11 |
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$ |
.20 |
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$ |
.19 |
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Gain (loss) from discontinued operations |
|
.04 |
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|
.04 |
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(.11 |
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Net income |
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$ |
.11 |
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$ |
.11 |
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$ |
.24 |
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$ |
.08 |
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Basic weighted average shares outstanding |
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22,363 |
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21,739 |
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22,356 |
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21,563 |
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Diluted weighted average shares outstanding |
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23,063 |
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22,576 |
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23,058 |
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22,380 |
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The accompanying notes are an integral part of the unaudited consolidated financial statements.
4
CANDELA CORPORATION
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
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For the six months ended: |
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January 1, |
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December 27, |
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Cash flows from operating activities: |
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Net income |
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$ |
5,455 |
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$ |
1,837 |
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Adjustments to reconcile net income to net cash provided by (used for) operating activities: |
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(Revision of) provision for disposal of discontinued operations |
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(1,374 |
) |
2,095 |
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Depreciation and amortization |
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362 |
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253 |
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Provision for bad debts |
|
300 |
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111 |
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Effect of exchange rate changes on foreign currency denominated assets and liabilities |
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59 |
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25 |
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Increase (decrease) in cash from working capital: |
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Accounts receivable |
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4,245 |
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(2,220 |
) |
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Notes receivable |
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(327 |
) |
348 |
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Inventories |
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397 |
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(2,572 |
) |
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Other current assets |
|
(1,865 |
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(613 |
) |
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Other assets |
|
369 |
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(80 |
) |
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Accounts payable |
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(975 |
) |
(501 |
) |
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Accrued payroll and related expenses |
|
(2,157 |
) |
(1,593 |
) |
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Deferred revenue |
|
909 |
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59 |
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Accrued warranty costs |
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(218 |
) |
801 |
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Income taxes payable |
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1,787 |
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(717 |
) |
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Long term portion of deferred revenue |
|
805 |
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(760 |
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Loss from discontinued operations |
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298 |
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Other accrued liabilities |
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(122 |
) |
1,048 |
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Change in restricted cash |
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(3 |
) |
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Net cash provided by (used for) operating activities |
|
7,647 |
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(2,181 |
) |
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Cash flows from investing activities: |
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Purchases of property and equipment |
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(468 |
) |
(88 |
) |
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Net cash used for investing activities |
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(468 |
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(88 |
) |
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Cash flows from financing activities: |
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Proceeds from the issuance of common stock |
|
419 |
|
2,434 |
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Net cash provided by financing activities |
|
419 |
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2,434 |
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Effect of exchange rates on cash and cash equivalents |
|
1,061 |
|
362 |
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||
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Net increase in cash and cash equivalents |
|
8,659 |
|
527 |
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Cash and cash equivalents at beginning of period |
|
$ |
37,139 |
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$ |
31,870 |
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Cash and cash equivalents at end of period |
|
$ |
45,798 |
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$ |
32,397 |
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The accompanying notes are an integral part of the unaudited consolidated financial statements.
5
Candela Corporation
Notes to Consolidated Financial Statements
1. Basis of Presentation
The accompanying unaudited consolidated financial statements and notes do not include all of the disclosures made in the Annual Report on Form 10-K of Candela Corporation (the Company, or Candela) for fiscal year 2004, which should be read in conjunction with these financial statements. The financial information included herein is unaudited, with the exception of the consolidated balance sheet as of July 3, 2004, which was derived from the audited consolidated balance sheet dated July 3, 2004. However, in the opinion of management, the financial statements include all necessary adjustments, consisting of normal recurring accruals, for a fair presentation of the quarterly results and are prepared and presented in a manner consistent with the Companys Annual Report on Form 10-K. The results for the three and six-month periods ended January 1, 2005 are not necessarily indicative of the results to be expected for the full year.
2. Discontinued Operations
On September 27, 2003 management initiated a plan to close its only remaining skin care center. The closure is accounted for as a discontinued operation in accordance with Statement of Financial Accounting Standards (SFAS) 144 Accounting for the Impairment or Disposal of Long-Lived Assets and SFAS 146 Accounting for Costs Associated with Exit or Disposal Activities. As a result, in the fiscal quarter ended September 27, 2003, the Company recorded a $2,095 charge for the accrual of $3,000 of future occupancy costs, primarily relating to future lease payments for the Boston facility, and $348 of severance obligations and other related costs of closure, net of anticipated tax benefits of $1,253. Approximately 45 positions have been eliminated as a result of this restructuring plan, and 44 employees have been terminated as of January 1, 2005.
During the three-month period ended October 2, 2004, the landlord for the Boston facility secured a sublease for that property. The Company was not able to determine the future economic benefit of the sublease at that time. The sublessee commenced making payments to the landlord during December of 2004. As a result of these and future payments scheduled under the sublease, the Company revised the estimated future costs associated with the Boston facility and, in the quarter ended January 1, 2005, has reversed approximately $859 of the restructuring reserve. This reversal represents the aforementioned anticipated economic benefit due to sublessee payments of $1,703, net of legal and other fees of approximately $329 and income taxes of approximately $515, and was recognized in the three-month period ended January 1, 2005.
The following table reflects the combined restructuring charges incurred in the six month period ended January 1, 2005:
(in thousands) |
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Leasehold |
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Facility |
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Total |
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Balance at July 3, 2004 |
|
$ |
197 |
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$ |
2,809 |
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$ |
3,006 |
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Reduction of reserve due to cash payments |
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|
337 |
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337 |
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Non-cash amortization relating to the Scottsdale reserve |
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50 |
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50 |
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Reduction of reserve due to revision of leasehold obligation |
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1,374 |
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1,374 |
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Balance at January 1, 2005 |
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$ |
147 |
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$ |
1,098 |
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$ |
1,245 |
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6
2. Discontinued Operations, continued
At January 1, 2005, the discontinued segment had a net liability of approximately $1.9 million consisting primarily of the aforementioned reserve of $1.2 million and deferred gift certificate revenue of $0.8 million partially offset by fixed assets of approximately $0.1 million. Revenues for discontinued operations for the quarter ended September 27, 2003 were approximately $0.4 million. There have been no subsequent revenues.
3. Stock-based Compensation
In December 2004, the Financial Accounting Standards Board (FASB) issued Statement No. 123R, Share-Based Payment (FAS 123R). FAS 123R is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation (FAS 123). The Company is required to adopt the provisions of FAS123R as of the beginning of its first fiscal quarter of 2006, beginning July 3, 2005. This statement establishes standards for and requires the recognition of the cost of employment-related services settled in share-based payment. The adoption of the provisions of FAS 123R will have a material impact on the Companys consolidated financial statements.
Currently and until the adoption of FAS 123R, the Company follows the provisions of FAS 123. The provisions of FAS 123 allow companies to either expense the estimated fair value of stock options or to continue to follow the intrinsic value method set forth in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), but disclose the pro forma effects on net income (loss) had the fair value of the options been expensed. Candela has elected to continue to apply APB 25 in accounting for its stock option incentive plans.
In accordance with APB 25 and related interpretations, compensation expense for stock options is recognized in income based on the excess, if any, of the quoted market price of the stock at the grant date of the award or other measurement date over the amount an employee must pay to acquire the stock. Generally, the exercise price for stock options granted to employees equals or exceeds the fair market value of Candela common stock at the date of grant, thereby resulting in no recognition of compensation expense by Candela. For awards that generate compensation expense as defined under APB 25, the Company calculates the amount of compensation expense and recognizes the expense over the vesting period of the award.
7
3. Stock-based Compensation, continued
Had compensation cost for Candelas stock option plans been determined based on the fair value method set forth in FAS 123, Candelas net income (loss) and basic and diluted net income (loss) per common share would have been changed to the pro forma amounts indicated below:
|
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For the three months ended: |
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For the six months ended: |
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(in thousands, excepts per share data) |
|
January 1, |
|
December 27, |
|
January 1, |
|
December 27, |
|
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|
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Net income , as reported |
|
$ |
2,609 |
|
$ |
2,441 |
|
$ |
5,455 |
|
$ |
1,837 |
|
|
|
|
|
|
|
|
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|
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Add: stock-based employee compensation expense included in reported net income, net of related tax effects |
|
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|
|
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|
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|
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|
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Deduct: total stock-based employee compensation expense, determined under fair value based method for all awards, net of related tax effects |
|
(138 |
) |
(401 |
) |
(289 |
) |
(775 |
) |
||||
|
|
|
|
|
|
|
|
|
|
||||
Pro forma net income |
|
$ |
2,471 |
|
$ |
2,040 |
|
$ |
5,166 |
|
$ |
1,062 |
|
Net income per share of common stock |
|
|
|
|
|
|
|
|
|
||||
Basic - as reported |
|
$ |
0.12 |
|
$ |
0.11 |
|
$ |
0.24 |
|
$ |
0.09 |
|
Basic - pro forma |
|
$ |
0.11 |
|
$ |
0.09 |
|
$ |
0.23 |
|
$ |
0.05 |
|
Diluted - as reported |
|
$ |
0.11 |
|
$ |
0.11 |
|
$ |
0.24 |
|
$ |
0.08 |
|
Diluted - pro forma |
|
$ |
0.11 |
|
$ |
0.09 |
|
$ |
0.22 |
|
$ |
0.05 |
|
In computing this pro-forma amount, the Company has used the Black-Scholes pricing model using the following assumptions for options granted in fiscal years 2005 and 2004:
|
|
2005 |
|
2004 |
|
Risk-free interest rate |
|
4.25 |
% |
4.25 |
% |
Estimated volatility |
|
78 |
% |
76 |
% |
Expected life for stock options (yrs) |
|
2.96 |
|
2.99 |
|
Expected life for stock purchase plan (yrs) |
|
0.5 |
|
0.5 |
|
Expected dividends |
|
|
|
|
|
4. Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period and, if there are dilutive securities, diluted earnings per share is computed by including common stock equivalents outstanding for the period in the denominator.
8
4. Earnings Per Share, continued
Common stock equivalents include shares issuable upon the exercise of stock options or warrants, net of shares assumed to have been purchased with the proceeds, using the treasury stock method.
|
|
For the three months ended: |
|
For the six months ended: |
|
||||||||
(in thousands, except per share data) |
|
January 1, |
|
December 27, |
|
January 1, |
|
December 27, |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Basic shares used in the calculation of earnings per share |
|
22,363 |
|
21,739 |
|
22,356 |
|
21,563 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
||||
Stock options |
|
700 |
|
786 |
|
702 |
|
767 |
|
||||
Stock warrants |
|
|
|
51 |
|
|
|
50 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Diluted shares used in the calculation of earnings per share |
|
23,063 |
|
22,576 |
|
23,058 |
|
22,380 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Per share effect of dilutive securities on income from continuing operations |
|
$ |
.01 |
|
$ |
.00 |
|
$ |
.00 |
|
$ |
.01 |
|
|
|
|
|
|
|
|
|
|
|
||||
Per share effect of dilutive securities on net income |
|
$ |
.01 |
|
$ |
.00 |
|
$ |
.00 |
|
$ |
.01 |
|
During the three and six month periods ended January 1, 2005, options to purchase 335 and 351 shares of common stock, respectively, were excluded from the calculation of diluted earnings per share because the exercise price of such options was greater than the average market price of the common stock for the period. During the three and six month periods ended December 27, 2003, options to purchase 927 and 677 shares of common stock, respectively, were excluded from the calculation of diluted earnings per share because the exercise price of such options was greater than the average market price of the common stock for the period.
5. Comprehensive Income
Components of comprehensive income include net income and certain transactions that have generally been reported in the consolidated statement of stockholders equity.
|
|
For the three months ended: |
|
For the six months ended: |
|
||||||||
(in thousands) |
|
January 1, |
|
December 27, |
|
January 1, |
|
December 27, |
|
||||
Net income |
|
$ |
2,609 |
|
$ |
2,441 |
|
$ |
5,455 |
|
$ |
1,837 |
|
Foreign currency translation adjustment |
|
1,210 |
|
851 |
|
1,023 |
|
698 |
|
||||
Total comprehensive income |
|
$ |
3,819 |
|
$ |
3,292 |
|
$ |
6,478 |
|
$ |
2,535 |
|
9
6. Inventories
(in thousands) |
|
January 1, |
|
July 3, |
|
||
|
|
|
|
|
|
||
Raw materials |
|
$ |
5,328 |
|
$ |
4,833 |
|
Work in process |
|
441 |
|
556 |
|
||
Finished goods |
|
7,910 |
|
8,182 |
|
||
|
|
$ |
13,679 |
|
$ |
13,571 |
|
7. Segment Information
The Company operates in one industry segment: the design, manufacture, sale, and service of medical devices and related equipment. The results in this segment have been presented in the Consolidated Statements of Operations for the appropriate periods.
8. Guarantees
The Companys products generally carry a standard one-year warranty, except for Vbeam products which typically carry a three-year warranty. The Company records a reserve based on anticipated warranty claims at the time product revenue is recognized. In anticipation of actual warranty claims, the Company amortizes the reserve ratably over the life of the warranty, thereby offsetting actual warranty claims incurred. Actual warranty claims incurred and charged to product costs of sales during an interim period may be more or less than the amount of amortized warranty reserve allocated against them. Factors that affect the Companys product warranty liability include the number of installed units, the anticipated cost of warranty repairs, and historical and anticipated rates of warranty claims.
The following table reflects changes in the Companys accrued warranty account during the six-month period ended January 1, 2005:
(in thousands) |
|
|
|
|
Beginning balance July 3, 2004 |
|
$ |
8,257 |
|
Plus accruals related to new sales |
|
2,391 |
|
|
Less amortization of prior period accruals |
|
3,173 |
|
|
Ending balance on January 1, 2005 |
|
$ |
7,475 |
|
The Company also offers extended service contracts that may be purchased after a standard warranty has expired. Service contracts may be purchased for periods from one to five years. The Company recognizes service contract revenue ratably over the life of the contract. Actual service contract expenses incurred and charged to service costs of sales during an interim period may be more or less than the amount of amortized service contract revenue recognized in that period.
10
8. Guarantees, continued
The following table reflects changes in the Companys deferred revenue account during the six-month period ended January 1, 2005:
(in thousands) |
|
|
|
|
Beginning balance July 3, 2004 |
|
$ |
4,055 |
|
Plus deferral of new service contract sales |
|
5,068 |
|
|
Less recognition of deferred revenue |
|
2,581 |
|
|
Ending balance on January 1, 2005 |
|
$ |
6,542 |
|
The Company has an agreement (the Agreement) with an independent leasing company whereby the Company will purchase delinquent leases (the UNL Provision) relating to Company products purchased by customers and financed through the leasing company. The Company is required to honor the UNL Provision when the leasing companys aggregate losses reach levels specified in the Agreement. The UNL Provision of the Agreement was eliminated for any lease initiated after December 31, 2002. Since the inception of the Agreement, the cumulative amounts paid to the leasing company under the UNL Provision have not been significant.
9. Stock split
On January 28, 2004, the Company announced that its Board of Directors approved a two-for-one stock split of the Companys common stock effected in the form of a stock dividend paid on March 16, 2004. As a result of this action, 13.3 million shares were issued to shareholders of record as of February 16, 2004. Par value of the stock remains at $.01 per share and accordingly $133 was transferred from additional paid-in capital to common stock. All references to the number of common shares and per common share amounts have been restated to give retroactive effect to the stock split for all periods presented.
10. Commitments and Contingencies
The Company has an Amended and Restated License Agreement (the License) with The Regents of the University of California (The Regents) pursuant to which the Company licenses certain patent rights to its dynamic cooling device (DCD) from The Regents. The Company sells its DCD as a component part of its Smoothbeam ® laser system and as an accessory to its other laser systems. In April of 2004, The Regents issued a notice of default under the License, asserting, among other things, that the Company is in breach of the License for the alleged failure to make required royalty payments and to make required disclosures. The Regents April notice asserted that the total underpaid royalties, interest and other charges for the period from August of 2000 through September 2003 are $1,128,000. The Regents issued a subsequent notice of default, dated June 30, 2004, relating to the quarterly periods ended December 27, 2003 and March 27, 2004, for which The Regents asserted that the Company underpaid additional royalties amounting to $1,350,000. The Regents issued a subsequent notice of default, dated September 10, 2004, relating to the quarterly period ended July 3, 2004, for which The Regents asserted that the Company underpaid additional royalties amounting to $990,000. The Company and The Regents differ in their respective interpretations of which products sold by the Company give rise to a royalty-bearing obligation to The Regents. The Company believes it has made all payments it was required to make.
11
10. Commitments and Contingencies, continued
Under the License, disputes are to be settled by binding arbitration through a mutually acceptable single arbitrator. On June 14, 2004, the Company filed a Demand for Arbitration to adjudicate the differing interpretations of the License Agreement held by the Company and The Regents. On July 8, 2004, The Regents filed their response and counterclaim for breach of contract and declaratory relief. Candela deposited approximately $1.0 million in June of 2004, and an additional $1.0 and $1.4 million in August and December, respectively, of 2004, into an escrow fund to be paid in whole or in part to the Company or The Regents as determined by the arbitrator. As a result of the establishment of the escrow fund, The Regents will not terminate or purport to terminate the License Agreement based on any alleged breach by the Company related to any matter now before the arbitrator. The $3.4 million deposited in the escrow fund has been included in Other Assets on the accompanying balance sheet, and no expense has or will be recorded with respect to the escrow fund or any additional contingent liabilities while the matter is being arbitrated. A final decision of the arbitrator in this matter is presently expected to be delivered during the third quarter of fiscal 2005.
During January of 2005, the Company received a demand for payment of bankruptcy preference claims relating to payments the Company received in the ordinary course of business prior to the bankruptcy of DVI Strategic Partner Group (DVI). The Company is in the process of researching the claim, but feels that no preferential treatment was bestowed upon it during the months leading up to the aforementioned bankruptcy, and accordingly believes the demand is without merit.
From time to time, the Company is a party to various legal proceedings incidental to its business. Except for the pending arbitration proceedings with The Regents, and the bankruptcy preference claims in the DVI matter, the Company believes that none of the legal proceedings that are presently pending, if adversely decided to the Company, will have a material adverse effect upon its financial position, results of operations, or liquidity.
12
Item 2 - Managements Discussion and Analysis of Financial Condition and Results of Operations
Overview
We research, develop, manufacture, market and service lasers used to perform aesthetic and cosmetic procedures. We sell our lasers to physicians and personal care practitioners. We market our products directly and through a network of distributors to end-users. Our traditional customer base includes plastic and cosmetic surgeons and dermatologists. More recently we have expanded our sales to a broader group of practitioners consisting of general practitioners and certain specialists including obstetricians, gynecologists and general and vascular surgeons. We derive our revenue from the sales of lasers and other products, and the provision of product-related services.
Critical Accounting Policies
This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates and judgments on an on-going basis, including those related to revenue recognition, bad debts, inventories, warranty obligations, contingencies, restructurings and income taxes. We base our estimates and judgments on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and judgments under different assumptions or conditions. A discussion of our critical accounting policies and the related estimates and judgments affecting the preparation of our consolidated financial statements is included in our Annual Report on Form 10-K for fiscal year 2004.
13
Results of Operations
Revenue.
Revenue source by geographic region is reflected in the following table:
|
|
For the three months ended: |
|
|||||||||||||
(in thousands) |
|
January 1, 2005 |
|
December 27, 2003 |
|
Change |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
US revenue |
|
$ |
13,156 |
|
47 |
% |
$ |
11,242 |
|
47 |
% |
$ |
1,914 |
|
17 |
% |
Foreign revenue |
|
15,048 |
|
53 |
% |
12,656 |
|
53 |
% |
2,392 |
|
19 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total revenue |
|
$ |
28,204 |
|
100 |
% |
$ |
23,898 |
|
100 |
% |
$ |
4,306 |
|
18 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
For the six months ended: |
|
|||||||||||||
|
|
January 1, 2005 |
|
December 27, 2003 |
|
Change |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
US revenue |
|
$ |
22,580 |
|
45 |
% |
$ |
19,094 |
|
45 |
% |
$ |
3,486 |
|
18 |
% |
Foreign revenue |
|
28,015 |
|
55 |
% |
23,490 |
|
55 |
% |
4,525 |
|
19 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total revenue |
|
$ |
50,595 |
|
100 |
% |
$ |
42,584 |
|
100 |
% |
$ |
8,011 |
|
19 |
% |
Consolidated Overview
Consolidated revenue increased $4.3 and $8.0 million, to $28.2 and $50.6 million for the three and six-month periods, respectively, ended January 1, 2005, as compared to the three and six-month periods ended December 27, 2003. The increase was due primarily to uniform increase in demand for our products and product-related service on a worldwide basis, coupled with our emerging ability to reach into new markets.
Foreign revenue increased 18.9% to $15.0 million for the three-month period ended January 1, 2005, as compared to the three-month period ended December 27, 2003. Revenues in Japan increased approximately $1.4 million quarter over quarter while total European revenues increased approximately $0.9 million.
Foreign revenue increased 19.3% to $28.0 million for the six-month period ended January 1, 2005, as compared to the six-month period ended December 27, 2003. Year-to-date foreign revenue increased across all countries with the exception of France which showed a slight decrease. Year-to-date revenues in South America increased over 360 percent, accounting for approximately $1.2 million or 27% of the year over year comparative increase while European revenues increased approximately $2.2 million accounting for 48% of this comparative increase. Increases in Japan were more modest, totaling approximately $0.9 million for the year to date or approximately 20% of the year-to-date increase.
US revenue increased by $1.9 and $3.5 million, respectively, for the three and six month periods ended January 1, 2005, as compared to the same periods during the prior fiscal year. This increase was primarily due to market demand for our GentleYag product line which was launched during the third quarter of last year.
14
Revenue source by type is reflected in the following table:
|
|
For the three months ended: |
|
|||||||||||||
(in thousands) |
|
January 1, 2005 |
|
December 27, 2003 |
|
Change |
|
|||||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Lasers and other products |
|
$ |
23,539 |
|
83 |
% |
$ |
19,906 |
|
83 |
% |
$ |
3,633 |
|
18 |
% |
Product-related service |
|
4,665 |
|
17 |
% |
3,992 |
|
17 |
% |
673 |
|
17 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total revenue |
|
$ |
28,204 |
|
100 |
% |
$ |
23,898 |
|
100 |
% |
$ |
4,306 |
|
18 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
For the six months ended: |
|
|||||||||||||
|
|
January 1, 2005 |
|
December 27, 2003 |
|
Change |
|
|||||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Lasers and other products |
|
$ |
41,882 |
|
83 |
% |
$ |
35,260 |
|
83 |
% |
$ |
6,622 |
|
19 |
% |
Product-related service |
|
8,713 |
|
17 |
% |
7,324 |
|
17 |
% |
1,389 |
|
19 |
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total revenue |
|
$ |
50,595 |
|
100 |
% |
$ |
42,584 |
|
100 |
% |
$ |
8,011 |
|
19 |
% |
The increase in laser and other product revenue for the three month period ended January 1, 2005, compared to the three month period ended December 27, 2003, resulted primarily from an incremental increase in sales volume of our GentleYag product line of approximately $5.6 million. This increase was partially offset by a reduction in sales volume of both the VBeam and Smoothbeam product lines of approximately $1.1 and $0.8 million, respectively. Product-related service increased $0.7 million as compared to the same period of the prior year due to more service-related contracts being sold through to our installed base.
The increase in laser and other product revenue for the six month period ended January 1, 2005, compared to the six month period ended December 27, 2003, resulted primarily from an increase in the sales volume of our GentleYag product line of approximately $9.0 million, partially offset by a reduction in Smoothbeam product sales of approximately $1.6 million. Product-related service increased $1.4 million during the quarter due to more service-related contracts being sold through to our installed base.
Gross Profit. Gross profit increased to approximately $14.0 million or 49.6% of revenues for the three month period ended January 1, 2005, compared to gross profit of approximately $12.2 million or 51.2% for the same period one year earlier. Gross profit increased to approximately $26.0 million or 51.4% of revenues for the six-month period ended January 1, 2005, compared to gross profit of approximately $21.6 million or 50.3% for the same period one year earlier. The increases in gross profit result principally from the increase in sales volume.
Selling, General and Administrative Expense. Selling, general and administrative expenses increased to approximately $10.0 million for the three-month period ended January 1, 2005 from approximately $7.8 million for the three-month period ended December 27, 2003. The increase was primarily due to an increase in marketing program spending of approximately $0.6 million, increased legal expenses of approximately $0.6 million, and employee related expenses of approximately $0.5 million coupled with increased administrative costs as a result of our expansion efforts into Portugal and Italy. As a percentage of quarterly revenue, selling, general and administrative expenses increased to 35.4% from 33.7% of revenues for the same respective period in the prior year. The majority of this comparative increase is due to potentially recoverable legal costs incurred in conjunction with the ongoing Regents arbitration (see Note 10). To date, the Company has incurred approximately $0.5 million in legal fees in the arbitration which, if a favorable ruling is received, will appear as a credit to expense during the period the ruling is adjudicated. For the six-month period ended January 1, 2005, selling, general and administrative expenses increased to approximately $16.7 million from approximately $13.2 million for the six-month period ended December 27, 2003. The increase in selling, general and administrative expenses is due primarily from the aforementioned increase in legal expense due to the ongoing Regents arbitration, increased employee-related and marketing expense on a period over period basis.
15
As a percentage of revenue, selling, general and administrative expenses increased to 32.9% from 31.0% of revenues as compared to the same six-month period one year earlier.
Research and Development Expense. Research and development spending increased to $1.6 million for the three-month period ended January 1, 2005 from $1.4 for the three-month period ended December 27, 2003 due primarily to an increase in the number of active projects and an increase in employee costs. Spending in this area increased to $3.0 million for the six-month period ended January 1, 2005 from $2.5 for the six-month period ended December 27, 2003 due primarily to the aforementioned increase in project spending and an increase in employee-related costs.
Other Income/Expense. Net other income was approximately $0.2 million for the three months ended January 1, 2005 compared to net other income of approximately $0.5 million for the three months ended December 27, 2003. For the six-month period ended January 1, 2005, net other income was approximately $0.4 million compared to net other income of approximately $0.6 million for the six-month period ended December 27, 2003. These amounts principally represent interest income on cash holdings.
Income Taxes. The provision for income taxes results from a combination of activities of both the domestic and foreign subsidiaries of the Company. Excluding discontinued operations, we recorded a 32% effective tax rate for both the three- and six-month periods ended January 1, 2005, compared to the three- and six-month periods ended December 27, 2003, in which we recorded a 29% effective tax rate. The provision for income taxes differs from the U.S. statutory rate as a result of tax provisions calculated for income generated by foreign subsidiaries at a rate that differs from the U.S. statutory rate.
Discontinued Operations
On September 27, 2003, we permanently closed our only remaining skin care center, which was located in Boston. The closure of the Boston skin care center, together with the earlier closing of our Scottsdale, Arizona spa, and the associated cessation of this line of business, is accounted for as discontinued operations. As a result of the closure of the Boston skin care center, in the fiscal quarter ended September 27, 2003, we recorded a $2.1 million charge for the accrual of $3.0 million of future occupancy costs and $0.3 million of severance obligations and other related costs of closure, net of anticipated tax benefits of $1.3 million. In addition, both the financial statements for the three months ended October 2, 2004 and all prior financial statements have been restated to reflect skin care center operations as discontinued. During the three-month period ended October 2, 2004, the landlord for the Boston facility secured a sublease for that property. The Company was not able to determine the future economic benefit of the sublease at that time. The sublessee commenced making payments to the landlord during December of 2004. As a result of these and future payments scheduled under the sublease, the Company revised the estimated future costs associated with the Boston facility and, in the quarter ended January 1, 2005, has reversed approximately $0.9 million of the restructuring reserve. This reversal represents the aforementioned anticipated economic benefit due to sublessee payments of $1.7 million, net of legal and other fees of approximately $0.3 million and income taxes of approximately $0.5 million, and was recognized in the three-month period ended January 1, 2005.
The Company believes that the size of the remaining accrual is sufficient to cover all future leasehold expenses for the remainder of the lease term. These expenses could potentially increase if the sublessee were not to honor its obligation.
16
Liquidity and Capital Resources
Cash provided by operating activities amounted to $7.6 million for the six months ended January 1, 2005, in comparison to cash used in operating activities of $2.2 million for the same period in the prior year. This increase in cash provided by operating activities primarily reflects collection of outstanding accounts receivable and increased inventory turns. Cash used by investing activities reflected the purchase of vans to better equip our sales force during the six months ended January 1, 2005, compared to the same period in the prior year. Cash provided by financing activities amounted to $0.4 million for the six-months ended January 1, 2005 in comparison to cash provided of $2.4 million for the same period during the prior year. The decrease reflects reduced proceeds for the issuance of stock by the corporation, primarily to employees under the existing stock option plan.
Our outstanding contractual obligations as of January 1, 2005, are reflected in the following table:
(in thousands) |
|
Total |
|
Maturity |
|
Maturity |
|
Maturity |
|
Maturity |
|
|||||
Operating leases |
|
$ |
2,070 |
|
$ |
679 |
|
$ |
1,017 |
|
$ |
221 |
|
$ |
153 |
|
We also maintain a renewable $10,000,000 revolving credit agreement with a major bank with interest at the banks base rate, or LIBOR plus 2.25%. Any borrowings outstanding under the line of credit are due on demand or according to a payment schedule established at the time funds are borrowed. The line of credit is unsecured. The agreement contains restrictive covenants limiting the establishment of new liens, and the purchase of margin stock. No amounts were outstanding under the line of credit as of January 1, 2005.
We believe that our current cash balances will be sufficient to meet anticipated cash requirements for the next twelve months. However, we cannot be sure that we will not require additional capital beyond the amounts currently forecasted by us, or that any such required additional capital will be available on reasonable terms, if at all, when such capital becomes required.
Cautionary Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not promises or guarantees and are subject to risks and uncertainties that could cause our actual results to differ materially from those anticipated. Such statements may relate to, among other things, the future of the industry, product development, business strategy (including the possibility of future acquisitions), anticipated operational and capital expenditure levels, continued acceptance and growth of our products, and dependence on significant customers and suppliers. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances or using words such as or similar to: anticipate; believe; continue; could; estimate; expect; intend; plan; predict; project; may; or will. The risks and uncertainties that may affect forward-looking statements and/or our business include, among others, those discussed in Cautionary Statements in our Annual Report filed on Form 10-K for the fiscal year ended July 3, 2004, as well as other risks and uncertainties referenced in this Quarterly Report. These risks and uncertainties include, but are not limited to, the following:
17
Cautionary Statements, continued
Our principal source of liquidity is our current cash and equivalents. Our ability to generate cash from operations is dependant upon our ability to generate revenue from selling our lasers and other products and providing product-related services. A decrease in demand for our products and related services or increases in operating costs would likely have an adverse effect on our liquidity.
Because we typically derive more than half of our revenue from international sales, we are susceptible to currency fluctuations, negative economic changes taking place in foreign marketplaces, and other risks associated with conducting business overseas.
The failure to obtain alexandrite rods for certain laser systems from our sole supplier would impair our ability to manufacture and sell these laser systems, which has accounted for a substantial portion of our revenue in certain recent periods.
An adverse result in the arbitration proceeding pending against The Regents of the University of California would result in additional expenditures and would negatively impact our operating results.
Our failure to respond to rapid changes in technology and intense competition in the laser industry could make our lasers obsolete.
Like other companies in our industry, we are subject to a regulatory review process and our failure to receive necessary government clearances or approvals could affect our ability to sell our products and remain competitive.
Achieving complete compliance with FDA regulations is difficult, and if we fail to comply, we could be subject to FDA enforcement action.
Claims by others that our products infringe their patents or other intellectual property rights, or that the patents which we own or have licensed rights to are invalid, could prevent us from manufacturing and selling some of our products or require us to incur substantial costs from litigation or development of non-infringing technology.
We could incur substantial costs as a result of product liability claims.
We may be unable to attract and retain management and other personnel we need to succeed.
Our failure to manage acquisitions and joint ventures effectively may divert management attention from our core business and cause us to incur additional debt, liabilities or costs.
We caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based.
18
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
We have foreign subsidiaries in Japan, Spain, France and Germany. Approximately 55% of our revenues for the six months ended January 1, 2005 were from operations outside the United States. These subsidiaries transact business in both local and foreign currency. Therefore, we are exposed to foreign currency exchange risks and fluctuations in foreign currencies, which could adversely impact our results and financial condition. However, sales from the United States made directly to customers or distributors in foreign countries are invoiced in U.S. dollars and are not exposed to foreign currency risk.
From time to time, we may enter into foreign currency exchange and option contracts to reduce our exposure to foreign currency risk and variability in operating results due to fluctuation in exchange rates underlying the value of current transactions and anticipated transactions denominated in foreign currencies. These contracts obligate us to exchange predetermined amounts of specified foreign currencies at specified exchange rates on specified dates. These contracts are denominated in the same currency in which the underlying transactions are denominated and bear a contract value and maturity date that approximate the value and expected settlement date, respectively, of the underlying transactions. We do not engage in foreign currency speculation.
We have cash equivalents that primarily consist of commercial paper, overnight repurchase agreements and money market accounts. We believe that any near term changes in interest rates will be immaterial to any potential losses in future earnings, cash flow and fair values.
Item 4 - Controls and Procedures
(a) Evaluation of disclosure controls and procedures. An evaluation was performed under the supervision and with the participation of members of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rule 13a-15(e)) as of January 1, 2005 (the Evaluation Date). Based on that evaluation, members of our management, including our Chief Executive Officer and our Chief Financial Officer, have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective in enabling us to record, process, summarize and report the information required to be included in this quarterly report within the required time period.
(b) Changes to internal control over financial reporting. There were no changes in our internal control over financial reporting during the fiscal quarter ended January 1, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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CANDELA CORPORATION
The Company has an Amended and Restated License Agreement (the License) with The Regents of the University of California (The Regents) pursuant to which the Company licenses certain patent rights to its dynamic cooling device (DCD) from The Regents. The Company sells its DCD as a component part of its Smoothbeam ® laser system and as an accessory to its other laser systems. In April of 2004, The Regents issued a notice of default under the License, asserting, among other things, that the Company is in breach of the License for the alleged failure to make required royalty payments and to make required disclosures. The Regents April notice asserted that the total underpaid royalties, interest and other charges for the period from August of 2000 through September 2003 are $1,128,000. The Regents issued a subsequent notice of default, dated June 30, 2004, relating to the quarterly periods ended December 27, 2003 and March 27, 2004, for which The Regents asserted that the Company underpaid additional royalties amounting to $1,350,000. The Regents issued a subsequent notice of default, dated September 10, 2004, relating to the quarterly period ended July 3, 2004, for which The Regents asserted that the Company underpaid additional royalties amounting to $990,000. The Company and The Regents differ in their respective interpretations of which products sold by the Company give rise to a royalty-bearing obligation to The Regents. The Company believes it has made all payments it was required to make.
Under the License, disputes are to be settled by binding arbitration through a mutually acceptable single arbitrator. On June 14, 2004, the Company filed a Demand for Arbitration to adjudicate the differing interpretations of the License held by the Company and The Regents. On July 8, 2004, The Regents filed their response and counterclaim for breach of contract and declaratory relief. Candela deposited approximately $1.0 million in June of 2004, and an additional $1.0 and $1.4 million in August and December, respectively, of 2004, into an escrow fund to be paid in whole or in part to the Company or The Regents as determined by the arbitrator. As a result of the establishment of the escrow fund, The Regents will not terminate or purport to terminate the License based on any alleged breach by the Company related to any matter now before the arbitrator. A final decision of the arbitrator in this matter is presently expected to be delivered during the third quarter of fiscal 2005.
During January of 2005, the Company received a demand for payment of bankruptcy preference claims relating to payments the Company received in the ordinary course of business prior to the bankruptcy of DVI Strategic Partner Group (DVI). The Company is in the process of researching the claim, but feels that no preferential treatment was bestowed upon it during the months leading up to the aforementioned bankruptcy, and accordingly believes the demand is without merit.
From time to time, the we are a party to various legal proceedings incidental to its business. Except for the pending arbitration proceedings with The Regents, and the bankruptcy preference claims in the DVI matter, the Company believes that none of the legal proceedings that are presently pending, if adversely decided to the Company, will have a material adverse effect upon its financial position, results of operations, or liquidity.
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Part II. Other Information, continued
Item 4. Submission of Matters to a Vote of Security Holders
On December 14, 2004, the Company held its annual meeting of shareholders and voted on three proposals.
1) At the Meeting, the vote on the election of Seven (7) directors to hold office until the Companys next annual meeting, was as follows:
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|
FOR |
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WITHHOLD |
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|
|
|
|
|
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George A. Abe |
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20,214,091 |
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415,631 |
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Ben Bailey III |
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20,499,286 |
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130,436 |
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Dr. Eric F. Bernstein |
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20,489,636 |
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140,086 |
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Nancy Nager |
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20,476,527 |
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153,195 |
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Gerard E. Puorro |
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23,332,803 |
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296,919 |
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Kenneth D. Roberts |
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20,386,490 |
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243,232 |
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Douglas W. Scott |
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20,114,910 |
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514,812 |
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2) At the Meeting, the vote on a proposal to increase the authorized number of shares of common stock from 30,000,000 shares to 60,000,000 shares in the aggregate, was as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
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19,752,800 |
|
827,920 |
|
49,002 |
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3) At the Meeting, the vote on a proposal to ratify BDO Seidman, LLP, was as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
|
20,552,607 |
|
56,553 |
|
50,583 |
|
(a) Exhibits
Exhibit 10.1 |
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Distribution Agreement with Danish Dermatologic Development A/S (DDD) |
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(Confidential treatment has been obtained or requested for certain portions of this document) |
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Exhibit 31.1 |
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Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer |
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Exhibit 31.2 |
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Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer |
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Exhibit 32.1 |
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Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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Exhibit 32.2 |
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Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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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.
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CANDELA CORPORATION |
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Date: |
February 7, 2005 |
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/s/ F. Paul Broyer |
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F. Paul Broyer |
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(Senior Vice President, Finance and Administration |
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and Chief Financial Officer) |
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Candela Corporation
Exhibit No. |
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Description |
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Exhibit 10.1 |
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Distribution Agreement with Danish Dermatologic Development A/S (DDD) |
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(Confidential treatment has been obtained or requested for certain portions of this document) |
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Exhibit 31.1 |
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Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer |
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Exhibit 31.2 |
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Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer |
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Exhibit 32.1 |
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Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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Exhibit 32.2 |
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Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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