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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 April 2, 2005.

 

Commission file number 000-14742

 

CANDELA CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

04-2477008

(State or other jurisdiction
of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

530 Boston Post Road, Wayland, Massachusetts

 

01778

(Address of principal executive offices)

 

(Zip code)

 

 

 

Registrant’s 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 issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding at May 5, 2005

Common Stock, $.01 par value per share

 

22,582,974

 

 



 

CANDELA CORPORATION

Index

 

Part I.

Financial Information:

 

 

 

 

 

 

Item 1.

Financial Statements Unaudited Consolidated Balance Sheets as of April 2, 2005 and July 3, 2004

3

 

 

 

 

 

 

Unaudited Consolidated Statements of Operations for the three-month periods ended April 2, 2005 and March 27, 2004, and for the nine-month periods ended April 2, 2005 and March 27, 2004

4

 

 

 

 

 

 

Unaudited Consolidated Statements of Cash Flows for the nine-month periods ended April 2, 2005 and March 27, 2004

5

 

 

 

 

 

 

Notes to Unaudited Consolidated Financial Statements

6-11

 

 

 

 

 

 Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

12-18

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosure about Market Risk

18

 

 

 

 

 

Item 4.

Controls and Procedures

18

 

 

 

Part II.

Other Information:

 

 

 

 

 

 

Item 1.

Legal proceedings

19

 

 

 

 

 

Item 6.

Exhibits

19

 

 

 

 

 

Signatures

 

 

 

 

 

Index to Exhibits

 

 

2



 

Part I.  Financial Information

 

Item 1 - Financial Statements

 

CANDELA CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

(in thousands)

 

April 2,
2005

 

July 3,
2004

 

 

 

(unaudited)

 

 

 

Assets:

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

47,302

 

$

37,139

 

Restricted cash

 

225

 

257

 

Accounts receivable, net

 

34,014

 

34,302

 

Notes receivable

 

1,390

 

1,151

 

Inventories, net

 

12,815

 

13,571

 

Other current assets

 

2,171

 

2,184

 

Total current assets

 

97,917

 

88,604

 

 

 

 

 

 

 

Property and equipment, net

 

3,375

 

3,406

 

Deferred tax assets

 

5,661

 

5,914

 

Prepaid licenses

 

922

 

1,054

 

Other assets

 

223

 

1,501

 

Total assets

 

$

108,098

 

$

100,479

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

9,501

 

$

6,973

 

Accrued payroll and related expenses

 

3,899

 

5,428

 

Accrued warranty costs

 

5,063

 

4,946

 

Income taxes payable

 

1,837

 

1,844

 

Other accrued liabilities

 

4,286

 

3,586

 

Deferred income (current portion)

 

5,050

 

3,421

 

Current liabilities of discontinued operations

 

1,315

 

1,019

 

Total current liabilities

 

30,951

 

27,217

 

Other long-term liabilities

 

5,105

 

3,945

 

Long-term liabilities of discontinued operations

 

546

 

2,548

 

Total liabilities

 

36,602

 

33,710

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

247

 

246

 

Treasury stock, at cost

 

(12,997

)

(12,997

)

Additional paid-in capital

 

53,569

 

53,069

 

Accumulated earnings

 

30,124

 

26,023

 

Accumulated other comprehensive income

 

553

 

428

 

Total stockholders’ equity

 

71,496

 

66,769

 

Total liabilities and stockholders’ equity

 

$

108,098

 

$

100,479

 

 

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)

 

 

 

For the three months ended:

 

For the nine months ended:

 

 

 

April 2,
2005

 

March 27,
2004

 

April 2,
2005

 

March 27,
2004

 

Revenue

 

 

 

 

 

 

 

 

 

Lasers and other products

 

$

28,483

 

$

23,509

 

$

70,365

 

$

58,769

 

Product-related service

 

6,199

 

4,141

 

14,912

 

11,465

 

Total revenue

 

34,682

 

27,650

 

85,277

 

70,234

 

Cost of sales

 

 

 

 

 

 

 

 

 

Lasers and other products

 

13,005

 

11,399

 

30,391

 

28,555

 

Product-related service

 

4,947

 

2,273

 

12,139

 

6,142

 

Litigation related charges

 

4,829

 

 

4,829

 

 

Total cost of sales

 

22,781

 

13,672

 

47,359

 

34,697

 

Gross profit

 

11,901

 

13,978

 

37,918

 

35,537

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

11,281

 

9,572

 

27,938

 

22,793

 

Research and development

 

1,910

 

1,460

 

4,866

 

3,951

 

Litigation related charges

 

773

 

 

773

 

 

Total operating expenses

 

13,964

 

11,032

 

33,577

 

26,744

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

(2,063

)

2,946

 

4,341

 

8,793

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

162

 

73

 

399

 

228

 

Interest expense

 

 

(6

)

 

(13

)

Other income (expense), net

 

(93

)

(14

)

25

 

398

 

Total other income

 

69

 

53

 

424

 

613

 

Income (loss) from continuing operations before income taxes

 

(1,994

)

2,999

 

4,765

 

9,406

 

 

 

 

 

 

 

 

 

 

 

Benefit (Provision) for income taxes

 

638

 

(1,039

)

(1,525

)

(3,215

)

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

(1,356

)

1,960

 

3,240

 

6,191

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

Loss from discontinued Skin Care Center operations of $473 less income tax benefit of $175

 

 

 

 

(298

)

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

 

 

 

859

 

(2,095

)

Net (loss) income

 

$

(1,356

)

$

1,960

 

$

4,099

 

$

3,798

 

Net income (loss) per share of common stock

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

(.06

)

$

.09

 

$

.14

 

$

.28

 

Gain (loss) from discontinued operations

 

 

 

.04

 

(.11

)

Net income

 

$

(.06

)

$

.09

 

$

.18

 

$

.17

 

Diluted:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

(.06

)

$

.09

 

$

.14

 

$

.27

 

Gain (loss) from discontinued operations

 

 

 

.04

 

(.10

)

Net income

 

$

(.06

)

$

.09

 

$

.18

 

$

.17

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

22,408

 

22,150

 

22,366

 

21,759

 

Diluted weighted average shares outstanding

 

22,408

 

23,016

 

23,062

 

22,601

 

 

The accompanying notes are an integral part of the unaudited consolidated financial statements.

 

4



 

CANDELA CORPORATION

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

 

For the nine months ended:

 

 

 

April 2,
2005

 

March 27,
2004

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

4,099

 

$

3,798

 

Adjustments to reconcile net income to net cash  provided by (used for) operating activities:

 

 

 

 

 

(Revision of) provision for disposal of discontinued operations

 

(1,374

)

2,095

 

Depreciation and amortization

 

556

 

471

 

Provision for bad debts

 

908

 

754

 

Effect of exchange rate changes on foreign currency  denominated assets and liabilities

 

(35

)

15

 

Increase (decrease) in cash from working capital:

 

 

 

 

 

Accounts receivable

 

(632

)

(5,549

)

Notes receivable

 

(571

)

596

 

Inventories

 

976

 

(4,430

)

Other current assets

 

1,072

 

(827

)

Other assets

 

373

 

(278

)

Accounts payable

 

2,268

 

(503

)

Accrued payroll and related expenses

 

(1,540

)

(960

)

Deferred revenue

 

1,598

 

408

 

Accrued warranty costs

 

98

 

1,226

 

Income taxes payable

 

229

 

(665

)

Long term portion of deferred revenue

 

1,146

 

(693

)

Loss from discontinued operations

 

 

298

 

Other accrued liabilities

 

710

 

1,111

 

Change in restricted cash

 

32

 

 

Net cash provided by (used for) operating activities

 

9,913

 

(3,133

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(553

)

(193

)

Net cash used for investing activities

 

(553

)

(193

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from the issuance of common stock

 

501

 

3,277

 

Net cash provided by financing activities

 

501

 

3,277

 

 

 

 

 

 

 

Effect of exchange rates on cash and cash equivalents

 

302

 

314

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

10,163

 

265

 

Cash and cash equivalents at beginning of period

 

37,139

 

31,870

 

Cash and cash equivalents at end of period

 

$

47,302

 

$

32,135

 

 

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 Company’s Annual Report on Form 10-K. The results for the three and nine-month periods ended April 2, 2005 are not necessarily indicative of the results to be expected for the full year.

 

2.                            Litigation Related Charges

 

On February 17th 2005, an arbitrator issued an interim decision in the dispute concerning Candela’s royalty obligations under its Amended and Restated License Agreement with The Regents of the University of California (the “Regents”). In connection with this interim decision the Company recognized charges of approximately $5.6 million during the third fiscal quarter of 2005. These charges consist of the settlement of prior year royalty claims made by the Regents against the Company of approximately $3.4 million, royalty claims for the Company’s first and second fiscal quarters of 2005 of approximately $0.5 and $0.9 million, respectively, and $0.8 million in attorney fees, interest, and professional costs as reimbursement of those charges to the Regents as required by the aforementioned license agreement. The royalty charges have been listed as a separate line under cost of goods sold on the accompanying income statement. All other charges have been listed as a separate line within operating expenses. The arbitrator will issue a final decision with actual damages after he reviews further post-arbitration submissions by the parties as to the final calculation of damages. The Company presently expects that, based on the charges that it has already recorded in connection with the interim judgment, that there will not likely be any material additional charges related to this matter in future periods.

 

3.                            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, all 45 employees have been terminated.

 

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, 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.

 

6



 

3.                            Discontinued Operations, continued.

 

The following table reflects the combined restructuring charges incurred in the nine month period ended April 2, 2005:

 

(in thousands)

 

Leasehold
Improvements
and Fixed
Assets

 

Facility
Costs

 

Total

 

Balance at July 3, 2004

 

$

197

 

$

2,809

 

$

3,006

 

Reduction of reserve due to cash payments

 

 

 

415

 

415

 

Non-cash amortization relating to the Scottsdale reserve

 

75

 

 

75

 

Reduction of reserve due to revision of leasehold obligation

 

 

1,374

 

1,374

 

Balance at April 2, 2005

 

$

122

 

$

1,020

 

$

1,142

 

 

At April 2, 2005, the discontinued segment had a net liability of approximately $1.9 million consisting primarily of the aforementioned reserve of $1.1 million and deferred gift certificate revenue of $0.8 million. Revenues for discontinued operations for the quarter ended September 27, 2003 were approximately $0.4 million. There have been no subsequent revenues.

 

4.                            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 Company’s 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



 

4.                            Stock-based Compensation, continued.

 

Had compensation cost for Candela’s stock option plans been determined based on the fair value method set forth in FAS 123, Candela’s net income (loss) and basic and diluted net income(loss) per common share would have been changed to the pro forma amounts indicated below:

 

 

 

For the three months ended:

 

For the nine months ended:

 

(in thousands, excepts per share data)

 

April 2,
2005

 

March 27,
2004

 

April 2,
2005

 

March 27,
2004

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income , as reported

 

$

(1,356

)

$

1,960

 

$

4,099

 

$

3,798

 

 

 

 

 

 

 

 

 

 

 

Add: stock-based employee compensation expense included in reported net income (loss), net of related tax effects

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deduct: total stock-based employee compensation expense, determined under fair value based method for all awards, net of related tax effects

 

(118

)

(969

)

(407

)

(731

)

 

 

 

 

 

 

 

 

 

 

Pro forma net income (loss)

 

$

(1,474

)

$

991

 

$

3,692

 

$

3,067

 

Net income (loss) per share of common stock

 

 

 

 

 

 

 

 

 

Basic - as reported

 

$

(0.06

)

$

0.09

 

$

0.18

 

$

0.17

 

Basic - pro forma

 

$

(0.07

)

$

0.04

 

$

0.17

 

$

0.14

 

Diluted - as reported

 

$

(0.06

)

$

0.09

 

$

0.18

 

$

0.17

 

Diluted - pro forma

 

$

(0.06

)

$

0.04

 

$

0.16

 

$

0.14

 

 

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

 

77

%

76

%

Expected life for stock options (yrs)

 

2.99

 

2.99

 

Expected life for stock purchase plan (yrs)

 

0.5

 

0.5

 

Expected dividends

 

 

 

 

5.                            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



 

5.                            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 nine months ended:

 

(in thousands, except per share data)

 

April 2,
2005

 

March 27,
2004

 

April 2,
2005

 

March 27,
2004

 

 

 

 

 

 

 

 

 

 

 

Basic shares used in the calculation of earnings per share

 

22,408

 

22,150

 

22,366

 

21,759

 

 

 

 

 

 

 

 

 

 

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

Stock options

 

 

866

 

696

 

842

 

Stock warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted shares used in the calculation of earnings per share

 

22,408

 

23,016

 

23,062

 

22,601

 

 

 

 

 

 

 

 

 

 

 

Per share effect of dilutive securities on income (loss) from continuing operations

 

$

.00

 

$

.00

 

$

.00

 

$

.01

 

 

 

 

 

 

 

 

 

 

 

Per share effect of dilutive securities on net income (loss)

 

$

.00

 

$

.00

 

$

.00

 

$

.00

 

 

During the nine month period ended April 2, 2005, options to purchase 360,265 shares of common stock 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 month period ended April 2, 2005, options to purchase 1,015,038 shares of common stock were excluded from the calculation of diluted earnings per share since their effect would be anti-dilutive due to the Company’s net loss for the period. During the three and nine month periods ended March 27, 2004, options to purchase 217,625 and 125,518 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.

 

6.                            Comprehensive Income

 

Components of comprehensive income (loss) include net income (loss) and certain transactions that have generally been reported in the consolidated statement of stockholders’ equity.

 

 

 

For the three months ended:

 

For the nine months ended:

 

(in thousands)

 

April 2,
2005

 

March 27,
2004

 

April 2,
2005

 

March 27,
2004

 

Net income (loss)

 

$

(1,356

)

$

1,960

 

$

4,099

 

$

3,798

 

Foreign currency translation adjustment

 

(898

)

(58

)

125

 

637

 

Total comprehensive income (loss)

 

$

(2,254

)

$

1,902

 

$

4,224

 

$

4,435

 

 

9



 

7.                            Inventories

 

(in thousands)

 

April 2,
2005

 

July 3,
2004

 

 

 

 

 

 

 

Raw materials

 

$

2,918

 

$

4,833

 

Work in process

 

70

 

556

 

Finished goods

 

9,827

 

8,182

 

 

 

$

12,815

 

$

13,571

 

 

8.                            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.

 

9.         Guarantees

 

The Company’s 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 Company’s 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 Company’s accrued warranty account during the nine-month period ended April 2, 2005:

 

(in thousands)

 

 

 

Beginning balance July 3, 2004

 

$

8,257

 

Plus accruals related to new sales

 

4,196

 

Less amortization of prior period accruals

 

4,513

 

Ending balance on April 2, 2005

 

$

7,940

 

 

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



 

9.         Guarantees, continued.

 

The following table reflects changes in the Company’s deferred revenue account during the nine-month period ended April 2, 2005:

 

(in thousands)

 

 

 

Beginning balance July 3, 2004

 

$

4,055

 

Plus deferral of new service contract sales

 

7,015

 

Less recognition of deferred revenue

 

3,792

 

Ending balance on April 2, 2005

 

$

7,278

 

 

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 company’s 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.

 

10.                     Commitments and Contingencies

 

The Company has received demands 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 claims, 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 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.

 

11



 

CANDELA CORPORATION

 

Item 2 - Management’s 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.

 

12



 

Results of Operations

 

Revenue.

 

Revenue source by geographic region is reflected in the following table:

 

 

 

For the three months ended:

 

(in thousands)

 

April 2, 2005

 

March 27, 2004

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US revenue

 

$

15,073

 

43

%

$

12,975

 

47

%

$

2,098

 

16

%

Foreign revenue

 

19,609

 

57

%

14,675

 

53

%

4,934

 

34

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

34,682

 

100

%

$

27,650

 

100

%

$

7,032

 

25

%

 

 

 

 

For the nine months ended:

 

 

 

April 2, 2005

 

March 27, 2004

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US revenue

 

$

37,653

 

44

%

$

32,069

 

46

%

$

5,584

 

17

%

Foreign revenue

 

47,624

 

56

%

38,165

 

54

%

9,459

 

25

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

85,277

 

100

%

$

70,234

 

100

%

$

15,043

 

21

%

 

Consolidated Overview

 

Consolidated revenue increased $7.0 and $15.0 million, to $34.7 and $85.3 million for the three and nine-month periods, respectively, ended April 2, 2005, as compared to the three and nine-month periods ended March 27, 2004. The increase was due primarily to uniform increase in demand for our products and product-related service on a worldwide basis, coupled with our continued expansion into newer markets.

 

Foreign revenue increased 34% or $4.9 million for the three-month period ended April 2, 2005, as compared to the three-month period ended March 27, 2004. Revenue in South America, Europe and Asia increased approximately $2.1, $1.7 and $1.1 million, respectively as compared to the same period in the prior year.

 

Foreign revenue increased 25% or $9.5 million for the nine-month period ended April 2, 2005, as compared to the nine-month period ended March 27, 2004. Year-to-date foreign revenue increased across all countries.  Year-to-date revenue in Europe increased approximately $3.9 million accounting for 26% of this comparative increase while revenue in South America increased over 500 percent, accounting for approximately $3.6 million or 24% of the year over year comparative increase. Increases in Asia totaled approximately $2.0 million or approximately 13% of the year-to-date, period over period increase.

 

US revenue increased by $2.1 and $5.6 million, respectively, for the three and nine month periods ended April 2, 2005, as compared to the same periods during the prior fiscal year. This increase was generally uniform over all US sales territories.

 

13



 

Revenue source by type is reflected in the following table:

 

 

 

For the three months ended:

 

(in thousands)

 

April 2, 2005

 

March 27, 2004

 

Change

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

Lasers and other products

 

$

28,483

 

82

%

$

23,509

 

85

%

$

4,974

 

21

%

Product-related service

 

6,199

 

18

%

4,141

 

15

%

2,058

 

50

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

34,682

 

100

%

$

27,650

 

100

%

$

7,032

 

25

%

 

 

 

For the nine months ended:

 

 

 

April 2, 2005

 

March 27, 2004

 

Change

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

Lasers and other products

 

$

70,365

 

83

%

$

58,769

 

84

%

$

11,591

 

20

%

Product-related service

 

14,912

 

17

%

11,465

 

16

%

3,452

 

30

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

85,277

 

100

%

$

70,234

 

100

%

$

15,043

 

21

%

 

Laser and other product revenue increased approximately $5.0 million for the three month period ended April 2, 2005, as compared to the three month period ended March 27, 2004. Revenues from sales of our GentleLase™ product line increased approximately $2.4 million during this period to account for almost 50% of this incremental increase.  In addition, the Ellipse™ product line launched during the quarter accounted for $0.9 million in incremental revenue while the GentleYag™, Alex™, and VBeam™ product lines added revenue increases of $0.9 million, $0.7 million, $0.6 million respectively. These increases were partially offset by a reduction in revenue from sales of the Smoothbeam™ product line.

 

Product-related service increased $2.1 million during the third fiscal quarter as compared to the same period in the prior year. This increase was primarily due to the growing size of our installed base and the larger number of service contracts associated with that base. In addition, several foreign distributors made larger than normal consumable purchases during the quarter.

 

Laser and other product revenue increased approximately $11.6 million for the nine month period ended April 2, 2005, compared to the nine month period ended March 27, 2004. This year over year increase was driven primarily by the introduction of the GentleYag™ product line which was launched during the third quarter of fiscal 2004 and the introduction of the Ellipse™ product line during the third quarter of fiscal 2005. These two product lines accounted for approximately $10.7 million and $0.9 million, respectively, of the increase.  The legacy product lines had mixed results but together did not incrementally add to the period over period increase.

 

Product-related service increased $3.5 million for the nine month period ended April 2, 2005, compared to the nine month period ended March 27, 2004. This increase was primarily due to the growing size of our installed base and the larger number of service contracts associated with that base.

 

Litigation Related Charges.   On February 17th 2005, an arbitrator issued an interim decision in the dispute concerning our royalty obligations under our Amended and Restated License Agreement with The Regents of the University of California (the “Regents”). In connection with this interim decision we recognized charges of approximately $5.6 million during the current fiscal quarter. These charges consist of the settlement of prior year royalty claims made by the Regents against the Company of approximately $3.4 million, royalty claims for our first and second fiscal quarters of 2005 of approximately $0.5 and $0.9 million, respectively, and $0.8 million in attorney fees, interest, and professional costs as reimbursement of those charges to the Regents as required by the aforementioned license agreement. The royalty charges have been listed as a separate line under cost of goods sold. All other charges have been listed as a separate line within operating expenses. The arbitrator will issue a final decision with actual damages after he reviews further post-arbitration submissions by the parties as to the final calculation of damages. The Company presently expects that, based on the charges that it has already recorded in connection with the interim judgment, that there will not likely be any material additional charges related to this matter in future periods. As a result of the arbitrator's interim ruling, Candela will incur royalty obligations to the Regents on future sales of the DCD at a higher royalty rate than it has recognized on DCD sales over the past few years.

 

14



 

Gross Profit.  Excluding litigation-related charges, gross profit increased approximately $2.8 million or 20% for the three month period ended April 2, 2005, compared to the same period in the prior fiscal year. As a percentage of revenue, gross profit excluding litigation-related charges decreased approximately 2.3% during the current quarter as compared to the same period in the prior fiscal year. This is primarily due to the new method by which the company calculates its royalty expense associated with the DCD cooling device licensed from a third party and carried as an accessory on some of the Company’s laser systems. Gross profit increased approximately $7.2 million or 20% for the nine month period ended April 2, 2005, compared to the same period one year earlier.  The overall increases in gross profit excluding litigation-related charges result principally from the increase in sales volume.

 

Selling, General and Administrative Expense.  Selling, general and administrative expenses increased to approximately $11.3 million for the three-month period ended April 2, 2005 from approximately $9.6 million for the three-month period ended March 27, 2004. The increase was primarily due to an increase in the provision for doubtful accounts of approximately $0.8 million, increased marketing program spending of approximately $0.6 million, and increased audit, legal and professional fees of approximately $0.3 million, owing to the recently completed arbitration case and the ongoing Sarbanes Oxley compliance testing.  As a percentage of quarterly revenue, selling, general and administrative expenses decreased to 32% from 34% of revenues for the same respective period in the prior year. For the nine-month period ended April 2, 2005, selling, general and administrative expenses increased to approximately $27.9 million from approximately $22.8 million for the nine-month period ended March 27, 2004. The increase in selling, general and administrative expenses is due primarily from the aforementioned increase in the provision for doubtful accounts, increased legal expense due to the recently completed arbitration case, employee related costs in the sales department and increased marketing expense on a period over period basis. As a percentage of revenue, current year selling, general and administrative expenses remained stable as compared to the same nine-month period one year earlier, increasing slightly to 32.8% from 32.5% of revenues.

 

Research and Development Expense.    Research and development spending increased to $1.9 million for the three-month period ended April 2, 2005 from $1.5 for the three-month period ended March 27, 2004 due primarily to an increase in the number of active projects and an increase in employee costs. Spending in this area increased to $4.9 million for the nine-month period ended April 2, 2005 from $4.0 for the nine-month period ended March 27, 2004 due primarily to the aforementioned increase in project spending and an increase in employee-related costs.

 

Other Income/Expense.  Net other income for the period and year to date did not change substantially from the prior year and principally represents 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 the three-month period ended April 2, 2005, which brought our nine-month effective tax rate to approximately 32%.  This compares to the three-month period ended March 27, 2004, in which we recorded a 34% effective rate, which brought our nine-month effective tax rate to approximately 32%.  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.

 

15



 

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, 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 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.

 

Liquidity and Capital Resources

 

Cash provided by operating activities amounted to $9.9 million for the nine months ended April 2, 2005, in comparison to cash used in operating activities of $3.1 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 nine months ended April 2, 2005, compared to the same period in the prior year.  Cash provided by financing activities amounted to $0.5 million for the nine-months ended April 2, 2005 in comparison to cash provided of $3.3 million for the same period during the prior year.  The decrease reflects a reduction in proceeds for the issuance of stock by the corporation, primarily to employees under the existing stock option plan.

 

Our outstanding contractual obligations as of April 2, 2005, are reflected in the following table:

 

(in thousands)

 

Total

 

Maturity
Less than
1 year

 

Maturity
1-3 years

 

Maturity
4-5 years

 

Maturity
in excess of
5 years

 

Operating leases

 

$

2,647

 

$

1,005

 

$

1,273

 

$

274

 

$

95

 

 

We also maintain a renewable $10,000,000 revolving credit agreement with a major bank with interest at the bank’s 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 April 2, 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.

 

16



 

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:

 

                  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.

 

                  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.

 

17



 

Cautionary Statements, continued

 

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.

 

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

 

We have foreign subsidiaries in Japan, Spain, France and Germany.  Approximately 56% of our revenues for the nine months ended April 2, 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 April 2, 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 April 2, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

18



 

CANDELA CORPORATION

 

Part II.  Other Information

 

Item 1 - Legal Proceedings

 

The Company has an Amended and Restated License Agreement (the “License”) with 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 was 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.

 

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.

 

On February 17th, 2005, the arbitrator issued an interim decision in the dispute concerning our royalty obligations under our Amended and Restated License Agreement with the Regents.  The arbitrator found in favor of the Regents as to the primary issue in the dispute, finding that we are obligated to pay royalties on the good faith list prices of our Sclero, SPTL, GentleLASE and GentleYAG laser systems when those systems are sold with DCDs, and not just on the good faith list prices of the DCDs for sale with those systems.  The arbitrator denied the Regents’ request for the right to declare a forfeiture of our license with the Regents.  In connection with this interim decision we recognized charges of approximately $5.6 million during the current fiscal quarter.  These charges consist of the settlement of prior year royalty claims made by the Regents against the Company of approximately $3.4 million, royalty claims for our first and second fiscal quarters of 2005 of approxmately $0.5 and $0.9 million, respectively, and $0.8 million in attorney fees, interest, and professional costs as reimbursement of those charges to the Regents as required by the aforementioned license agreement.  The royalty charges have been listed as a seperate line under cost of goods sold.  All other charges have been listed as a separate line within operating expenses.  The arbitrator will issue a final decision with actual damages after he reviews further post-arbitration submissions by the parties as to the final calculation of damages.  The Company presently expects that, based on the charges that it has already recorded in connection with the interim judgment, that there will not likely be any material additional charges related to this matter in future periods.  As a result of the arbitrator’s interim ruling, Candela will incur royalty obligations to the Regents on future sales of DCD at a higher royalty rate than it has recognized on DCD sales over the past few years.

 

The Company has received demands 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 claims, 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 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.

 

ITEM 6 - Exhibits

 

(a)                                  Exhibits

 

Exhibit 31.1

 

Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer

 

 

 

Exhibit 31.2

 

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer

 

 

 

Exhibit 32.1

 

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

 

 

 

Exhibit 32.2

 

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

 

19



 

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.

 

 

 

 

CANDELA CORPORATION

 

 

 

 

Date: May 9, 2005

/s/ F. Paul Broyer

 

 

 

F. Paul Broyer

 

 

(Senior Vice President, Finance and Administration
and Chief Financial Officer)

 

20



 

Candela Corporation

 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

 

 

 

Exhibit 31.1

 

Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer

 

 

 

Exhibit 31.2

 

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer

 

 

 

Exhibit 32.1

 

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

 

 

 

Exhibit 32.2

 

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

 

21