| |
|
|
|
|
|
|
| Consolidated Statements of Operations |
| |
|
|
| |
| |
|
| | | | | | | For the year ended | |
| | | | | | | | |
| | | | | | | December 31 | |
| (in CHF thousands, except share and per share amounts) | | Note | | 2003 | | 2002 | |
| Net revenue: | | | | | | | |
| Products sales | | 2 | | 300,315 | | 121,834 | |
| Contract revenue | | 2 | | 7,229 | | 10,614 | |
| Total net revenue | | | | 307,544 | | 132,448 | |
Operating expenses | | | | | | | |
| Cost of sales | | | | 31,816 | | 13,076 | |
| Research and development | | | | 79,173 | | 50,632 | |
| Marketing and advertising | | | | 79,828 | | 56,584 | |
| Selling, general and administration | | | | 69,645 | | 42,974 | |
| Amortization of acquired intangible assets | | 13 | | 1,756 | | 1,221 | |
| Write-off of acquired in-process research | | | | | | | |
| and development | | 3 | | 46,990 | | – | |
| Total operating expense | | | | 309,208 | | 164,487 | |
| Operating loss | | | | (1,664) | | (32,039) | |
| | | | | | | | |
| Interest income | | | | 946 | | 1,700 | |
| Interest expense | | | | (885) | | (346) | |
| Amortization of debt discount and issuance costs | | | | (1,500) | | – | |
| Other financial income (expense), net | | | | 2,567 | | (5,682) | |
Loss from continuing operations before income tax expense and share in loss of affiliate | | | | (536) | | (36,367) | |
| | | | | | | | |
| Income tax expense | | 7 | | (830) | | (113) | |
Loss from continuing operations before share in loss of affiliate | | | | (1,366) | | (36,480) | |
| | | | | | | | |
| Share in loss of affiliate | | 3 | | (1,089) | | (1,092) | |
| Loss from continuing operations | | | | (2,455) | | (37,572) | |
| Loss from discontinued operations, net of tax and minority interest | | 4 | | (7,461) | | (14,485) | |
| Net loss | | | | (9,916) | | (52,057) | |
| | | | | | | | |
| Basic and diluted loss per share | | 8 | | | | | |
| Continuing Operations | | | | (0.11) | | (1.77) | |
| Discontinued Operations | | | | (0.35) | | (0.68) | |
| Net loss | | | | (0.46) | | (2.45) | |
|
|
| |
|
|
| |
|
|
|
|
|
|
| Consolidated Balance Sheets |
| |
|
|
| |
| |
|
| | | | | | | December 31 | |
| (in CHF thousands, except share and per share amounts) | | Note | | 2003 | | 2002 | |
Assets Current assets | | | | | | | |
| Cash and cash equivalents | | 9 | | 258,770 | | 116,201 | |
| Marketable securities | | 10 | | – | | 4,851 | |
| Derivative instruments | | 10 | | 2,199 | | 1,622 | |
| Trade and other receivables, net | | 11 | | 66,711 | | 21,743 | |
| Inventories | | 12 | | 21,455 | | 13,821 | |
| Other current assets | | | | 3,966 | | 2,841 | |
| Current assets of discontinued operations | | 4 | | 10,385 | | 3,460 | |
| Total current assets | | | | 363,486 | | 164,539 | |
 | |  | |  | |  | |
| Marketable securities, long-term | | 10 | | – | | 6,898 | |
| Property, plant and equipment, net | | 14 | | 18,982 | | 15,079 | |
| Investment in affiliate | | 3 | | – | | 2,171 | |
| Other assets | | | | 6,687 | | 3,168 | |
| Intangible assets, net | | 13 | | 8,813 | | 9,945 | |
| Goodwill, net | | 13 | | 3,784 | | 3,672 | |
| Non-current assets of discontinued operations | | 4 | | 1,091 | | 13,488 | |
| Total assets | | | | 402,843 | | 218,960 | |
 | |  | |  | |  | |
Liabilities and Shareholders’ Equity Current liabilities | | | | | | | |
| Trade and other payables | | | | 27,535 | | 25,108 | |
| Accrued expenses | | 15 | | 37,601 | | 18,549 | |
| Deferred revenue, current portion | | 6 | | 10,821 | | 6,318 | |
| Financial debt | | 16 | | 41,161 | | – | |
| Other current liabilities | | 17 | | 2,019 | | 563 | |
| Contingent consideration | | 3 | | 6,641 | | – | |
| Current liabilities of discontinued operations | | 4 | | 8,758 | | 5,373 | |
| Total current liabilities | | | | 134,536 | | 55,911 | |
| Long-term financial debt, less current portion | | 16 | | 145,147 | | 40,000 | |
| Deferred revenue, less current portion | | 6 | | 64,468 | | 62,712 | |
| Other non-current liabilities | | 18 | | 1,963 | | 2,052 | |
| Non-current liabilities of discontinued operations | | 4 | | 1,785 | | 7,471 | |
| Total liabilities | | | | 347,899 | | 168,146 | |
 | |  | |  | |  | |
| Minority interest of discontinued operations | | 4 | | 517 | | 494 | |
| Commitments and contingencies | | 17 | | | | | |
 | |  | |  | |  | |
| Shareholders’ Equity | | | | | | | |
Common shares (par value CHF 2.50 per share, authorized 30,506,640 and 27,456,640 shares; issued 21,751,148 and 21,376,559 shares in 2003 and 2002, respectively) | | | | 54,378 | | 53,441 | |
| Additional paid-in-capital | | | | 302,817 | | 289,671 | |
| Accumulated deficit | | | | (297,226) | | (287,310) | |
| Unearned compensation | | | | (5,369) | | (3,936) | |
| Treasury shares, at cost | | 19 | | (1,018) | | (1,018) | |
| Accumulated other comprehensive income (loss) | | 21 | | 845 | | (528) | |
| Total shareholders’ equity | | | | 54,427 | | 50,320 | |
| Total liabilities, minority interest and shareholders’ equity | | | | 402,843 | | 218,960 | |
|
|
| |
|
|
| |
|
|
|
|
|
|
| Consolidated Statements of Cash Flows |
| |
|
|
| |
| |
|
| | | | | December 31 | |
| (in CHF thousands) | | 2003 | | 2002 | |
| Cash flows from operating activities | | | | | |
| Net loss | | (9,916) | | (52,057) | |
| Loss from discontinued operations, net of minority interest | | 7,461 | | 14,485 | |
| Loss from continuing operations | | (2,455) | | (37,572) | |
| Adjustments to reconcile net loss to net cash provided from operating activities: | | | | | |
| Depreciation and amortization | | 7,549 | | 5,301 | |
| Share in loss of affiliate | | 1,089 | | 1,092 | |
| Stock-based compensation | | 4,819 | | 3,690 | |
| Realized (gain) loss on sale of marketable securities | | (602) | | 1,101 | |
| Gain on derivative instruments | | (937) | | (924) | |
| Write-off of acquired in-process research and development | | 46,990 | | – | |
| Amortization of debt discount and issuance costs | | 1,500 | | – | |
| Increase in trade and other receivables | | (44,837) | | (13,880) | |
| Increase in inventories | | (7,633) | | (7,575) | |
| Increase in other current assets | | (951) | | (905) | |
| Increase in other assets | | (461) | | (1,212) | |
| Increase in trade and other payables | | 8,592 | | 9,382 | |
| Increase in accrued expenses | | 18,290 | | 13,088 | |
| Increase (decrease) in deferred revenue | | 5,891 | | (7,632) | |
| Increase in other liabilities | | 1,484 | | 265 | |
| Net cash flow provided by (used in) operating activities | | 38,328 | | (35,781) | |
 | |  | |  | |
| Cash flows from investing activities | | | | | |
| Purchase of marketable securities | | – | | (13,235) | |
| Proceeds from sale of marketable securities | | 12,794 | | 58,571 | |
| Purchase of property, plant and equipment | | (7,114) | | (5,351) | |
| Purchase of derivative instruments | | (1,621) | | – | |
| Proceeds from sale of derivative instruments | | 1,477 | | – | |
| Purchase of intangible assets | | (7,101) | | (599) | |
| Increase in investments in affiliates | | - | | (505) | |
| Acquisition of subsidiary | | (40,148) | | – | |
| Net cash flow provided by (used in) investing activities | | (41,713) | | 38,881 | |
 | |  | |  | |
| Cash flows from financing activities | | | | | |
| Payments on capital leases | | (607) | | (713) | |
| Proceeds from issuance of financial debt | | 141,677 | | 40,000 | |
| Proceeds from exercise of stock options | | 7,553 | | 1,215 | |
| Acquisition of treasury shares | | – | | (1,018) | |
| Proceeds from sale of treasury shares | | – | | 55 | |
| Net cash flow provided by financing activities | | 148,623 | | 39,539 | |
 | |  | |  | |
| Net effect of exchange rates on cash and cash equivalents | | (993) | | 670 | |
| Net effect of discontinued operations | | (1,676) | | (18,141) | |
| Net change in cash and cash equivalents | | 142,569 | | 25,168 | |
 | |  | |  | |
| Cash and cash equivalents at beginning of year | | 116,201 | | 91,033 | |
| Cash and cash equivalents at end of year | | 258,770 | | 116,201 | |
| Supplemental disclosures of cash flow information: | | | | | |
| Cash paid during the year for: | | | | | |
| Interest | | 972 | | 162 | |
| Taxes | | 168 | | 283 | |
|
|
| |
|
|
| |
|
|
|
|
|
|
| Consolidated Statement of Changes in Shareholders’ Equity |
| |
|
|
| |
| |
|
| | | Common Shares: | | | | | | | | | | | | | |
(in CHF thousands, except share amounts) | | Shares | | Amount | | Additional Paid-in-Capital | | Accumulated Deficit | | Unearned Compensation | | Treasury Shares | | Other Comprehensive Income (Loss) | | Shareholders’ Equity | |
| At January 1, 2002 | | 21,134,860 | | 52,837 | | 287,344 | | (235,253) | | (8,247) | | – | | 194 | | 96,875 | |
Comprehensive loss net of tax effect: Net loss | | | | | | | | (52,057) | | | | | | | | (52,057) | |
Other comprehensive income (loss): Unrealized gain (loss) on marketable securities | | | | | | | | | | | | | | (263) | | (263) | |
| Currency translation adjustment | | | | | | | | | | | | | | (459) | | (459) | |
| Comprehensive loss | | | | | | | | | | | | | | | | (52,779) | |
| Changes in underlying equity of affiliate | | | | | | 1,943 | | | | | | | | | | 1,943 | |
| Exercise of stock options | | 241,699 | | 604 | | 611 | | | | | | | | | | 1,215 | |
| Transactions in treasury shares | | (13,500) | | | | 55 | | | | | | (1,018) | | | | (963) | |
| Stock-based compensation expense, net | | | | | | 888 | | | | 3,141 | | | | | | 4,029 | |
| Issuance of stock options | | | | | | 1,869 | | | | (1,869) | | | | | | - | |
| Stock option forfeitures and cancellations | | | | | | (3,039) | | | | 3,039 | | | | | | - | |
| At December 31, 2002 | | 21,363,059 | | 53,441 | | 289,671 | | (287,310) | | (3,936) | | (1,018) | | (528) | | 50,320 | |
 | |  | |  | |  | |  | |  | |  | |  | |  | |
Comprehensive loss net of tax effect: Net loss | | | | | | | | (9,916) | | | | | | | | (9,916) | |
| Other comprehensive income (loss): | | | | | | | | | | | | | | | | | |
| Currency translation adjustment | | | | | | | | | | | | | | 1,373 | | 1,373 | |
| Comprehensive loss | | | | | | | | | | | | | | | | (8,543) | |
| Changes in underlying equity of affiliate | | | | | | 93 | | | | | | | | | | 93 | |
| Exercise of stock options | | 374,589 | | 937 | | 6,616 | | | | | | | | | | 7,553 | |
| Stock-based compensation expense, net | | | | | | 653 | | | | 4,351 | | | | | | 5,004 | |
| Issuance of stock options | | | | | | 6,023 | | | | (6,023) | | | | | | – | |
| Stock option forfeitures and cancellations | | | | | | (239) | | | | 239 | | | | | | – | |
| At December 31, 2003 | | 21,737,648 | | 54,378 | | 302,817 | | (297,226) | | (5,369) | | (1,018) | | 845 | | 54,427 | |
|
|
| |
|
|
|