e10vk
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2005
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from
to
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Commission File Number:
000-51567
NxStage Medical, Inc.
(Exact Name of Registrant as
Specified in Its Charter)
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Delaware
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04-3454702
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(State of
Incorporation)
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(I.R.S. Employer Identification
No.)
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439 S. Union St.,
5th Floor,
Lawrence, MA
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01843
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(Address of Principal Executive
Offices)
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(Zip
Code)
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Registrants Telephone Number, Including Area Code:
(978) 687-4700
Securities registered pursuant to Section 12(b) of the
Act:
None
Securities registered pursuant to Section 12(g) of the
Act:
Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
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 þ No
o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K.
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act: (Check One):
Large accelerated
filer o Accelerated
filer o Non-accelerated
filer þ
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the
Act). Yes o
No þ
The aggregate market value of common stock held by
non-affiliates of the registrant was approximately
$125.0 million, as of October 27, 2005, based on the
price at which common equity was last sold by the registrant.
There were 21,182,072 shares of the registrants
common stock issued and outstanding as of the close of business
on February 27, 2006.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions of the registrants definitive Proxy Statement for
its 2006 Annual Meeting of Stockholders to be held on
May 30, 2006 are hereby incorporated by reference in
response to Part III, Items 10, 11, 12, 13 and 14
of the Annual Report on
Form 10-K.
NXSTAGE
MEDICAL, INC.
2005
ANNUAL REPORT ON
FORM 10-K
TABLE OF CONTENTS
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CAUTIONARY
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This report and certain information incorporated by reference
herein contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, concerning
our business, operations and financial condition, including
statements with respect to the market adoption of our products,
the growth of the chronic and critical care dialysis markets in
general and the home hemodialysis market in particular, the
development and commercialization of our products, the adequacy
of our funding and our ability to obtain additional funding, the
timing of when we might achieve profitable operations, the
timing and success of the submission, acceptance and approval of
regulatory filings, the scope of patent protection with respect
to our products, expectations with respect to the clinical
findings of our FREEDOM study, and the impact of recent and
possible future changes to reimbursement for chronic dialysis
treatments. All statements other than statements of historical
facts included in this report regarding our strategies,
prospects, financial condition, costs, plans and objectives are
forward-looking statements. When used in this report, the words
expect, anticipate, intend,
plan, believe, seek,
estimate, potential,
continue, predict, may, and
similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
these identifying words. Because these forward-looking
statements involve risks and uncertainties, actual results could
differ materially from those expressed or implied by these
forward-looking statements for a number of important reasons,
including those discussed in Item 1A (Risk Factors),
Managements Discussion and Analysis of Financial
Condition and Results of Operation, and elsewhere in this
report.
You should read these forward-looking statements carefully
because they discuss our expectations about our future
performance, contain projections of our future operating results
or our future financial condition, or state other
forward-looking information. You should be aware
that the occurrence of any of the events described under
Risk Factors and elsewhere in this report could
substantially harm our business, results of operation and
financial condition and that upon the occurrence of any of these
events, the trading price of our common stock could decline.
We cannot guarantee future results, events, levels of activity,
performance or achievements. The forward-looking statements
contained in this report represent our expectations as of the
date of this report and should not be relied upon as
representing our expectations as of any other date. Subsequent
events and developments will cause our expectations to change.
However, while we may elect to update these forward-looking
statements, we specifically disclaim any obligation to do so,
even if our expectations change.
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PART I
For convenience in this Annual Report on
Form 10-K,
NxStage, we, us, and
the Company refer to NxStage Medical, Inc. and our
consolidated subsidiaries, taken as a whole.
Overview
We are a medical device company that develops, manufactures and
markets innovative systems for the treatment of end-stage renal
disease, or ESRD, and acute kidney failure. Our primary product,
the NxStage System One, is a small, portable,
easy-to-use
hemodialysis system designed to provide physicians and patients
improved flexibility in how hemodialysis therapy is prescribed
and delivered. Given its design, the System One is particularly
well-suited for home hemodialysis and more frequent, or
daily, dialysis, which clinical literature suggests
provides patients better clinical outcomes and improved quality
of life. The System One is specifically cleared by the United
States Food and Drug Administration, or FDA, for home
hemodialysis as well as hospital and clinic-based dialysis. We
believe the largest market opportunity for our product is the
home hemodialysis market for the treatment of ESRD.
ESRD, which affects approximately 453,000 people in the United
States, is an irreversible, life-threatening loss of kidney
function that is treated predominantly with dialysis. Dialysis
is a kidney replacement therapy that removes toxins and excess
fluids from the bloodstream and, unless the patient receives a
kidney transplant, is required for the remainder of the
patients life. Over 70% of ESRD patients in the United
States rely on life-sustaining dialysis treatment. Hemodialysis,
the most widely prescribed type of dialysis, typically consists
of treatments in a dialysis clinic three times per week, with
each session lasting three to five hours. Approximately 8% of
U.S. ESRD dialysis patients receive some form of dialysis
treatment at home, most of whom treat themselves with peritoneal
dialysis, although surveys of physicians and healthcare
professionals suggest that a larger proportion of patients could
take responsibility for their own care. We believe there is an
unmet need for a hemodialysis system that allows more frequent
and easily administered therapy at home and have designed our
system to address this and other kidney replacement markets.
Measuring 15x15x18 inches, the System One is the smallest,
commercially available hemodialysis system. It consists of a
compact, portable and
easy-to-use
cycler, disposable drop-in cartridge and high purity premixed
fluid. The System One has a self-contained design and simple
user interface making it easy to operate by a trained patient
and his or her trained partner in any setting prescribed by the
patients physician. Unlike traditional dialysis systems,
our System One does not require any special disinfection or
preparation between treatments and its operation does not
require specialized electrical or plumbing infrastructure or
modifications to the home. Patients can bring the System One
home, plug it in to a conventional electrical outlet and operate
it, thereby eliminating what can be expensive plumbing and
electrical household modifications required by other traditional
dialysis systems. Given its compact size and lack of
infrastructure requirements, the System One is portable,
allowing patients freedom to travel. We believe these features
provide patients and their physicians new treatment options for
ESRD.
We market the System One to dialysis clinics for chronic
hemodialysis treatment, providing clinics with improved access
to a developing market, the home hemodialysis market, and the
ability to expand their patient base by adding home-based
patients without adding clinic infrastructure. The clinics in
turn provide the System One to ESRD patients. For each month
that a patient is treated with the System One, we typically bill
the clinic for the rental of the machine and purchase of the
related disposable cartridges and treatment fluids. Clinics
receive reimbursement from Medicare, private insurance and
patients for dialysis treatments. We commenced marketing the
System One for chronic hemodialysis treatment in September 2004.
As of December 31, 2005, 292 ESRD patients were using the
System One at 70 different dialysis clinics. Substantially all
of these patients are treated at home or are in training to
treat themselves at home; the remaining patients are doing
therapy in a clinic.
We are not responsible for, and do not provide, patient
training. Training is provided by the patients dialysis
clinic and takes place at the clinic primarily during the
patients prescribed, often daily, two to three
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hour treatment sessions. Patient training, which typically takes
two to three weeks, includes basic instruction on ESRD,
operation of the System One and insertion by the patient or
their partners of needles into the patients vascular
access site. Clinics provide testing to patients and their
partners at the conclusion of training to verify skills and an
understanding of System One operation. Training sessions are
reimbursed by Medicare, and there are no costs to the patient
associated with this training.
Medicare reimburses the same amount for home and in-center
hemodialysis treatments, up to three treatments per week.
Payment for more than three treatments per week is available
with appropriate medical justification. The adoption of our
System One for more frequent therapy for ESRD could be slowed if
Medicare is reluctant or refuses to pay for these additional
treatments.
We also market the System One in the critical care market to
hospitals for treatment of acute kidney failure and fluid
overload associated with multiple diseases, including congestive
heart failure, or CHF. It is estimated that there are over
200,000 cases of acute kidney failure in the United States each
year. The System One provides an effective,
simple-to-operate
alternative to dialysis systems currently used in the hospital
to treat these acute conditions. We commenced marketing the
System One to the critical care market in February 2003. As of
December 31, 2005, 50 hospitals were using the System One
to deliver acute kidney failure and fluid overload therapy.
We were incorporated in Delaware in 1998 under the name QB
Medical, Inc., and later changed our name to NxStage Medical,
Inc. Our principal executive offices are located at 439 South
Union Street, Fifth Floor, Lawrence, Massachusetts 01843.
Our
Products and Services
The
System One
Our primary product, the NxStage System One, is a small,
portable,
easy-to-use
hemodialysis system, which incorporates multiple design
technologies and design features.
The System One is comprised of the following components:
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The NxStage Cycler. A compact portable
electromechanical device containing pumps, control mechanisms,
safety sensors and remote data capture functionality.
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The NxStage Cartridge. A single-use,
integrated treatment cartridge that loads simply and easily into
the cycler. The cartridge incorporates a proprietary disposable
volumetric fluid management system and includes a pre-attached
dialyzer. This fully disposable design eliminates any contact
between the dialysis machine and the dialysate, thereby avoiding
complex disinfection requirements associated with traditional
systems.
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Premixed Dialysate. The System One uses
high-purity, premixed dialysate for hemodialysis applications.
The volume of fluids used varies with treatment options and
prescription, but typical weekly volumes are similar to the
amount of dialysate used by a patient on peritoneal dialysis, or
PD, therapy. Currently, we supply all of our premixed dialysate
in four and one-half and five liter bags. In March 2005, we
received FDA clearance for a proprietary dialysate preparation
module, which allows for
on-site
preparation of premixed dialysate. We submitted an application
for FDA clearance of the next generation of our dialysate
preparation module in February 2006. We hope to make this
product available to our customers during the third calendar
quarter of 2006.
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For the ESRD market, the System One, which is specifically FDA
cleared for hemodialysis use in the home, is designed to make
home treatment and more frequent treatment easier and more
practical. Although not performed using our product, studies
suggest that therapy administered five to six times per week,
commonly referred to as daily therapy, better mimics the natural
functioning of the human kidney and can lead to improved
clinical outcomes, including reduction in hypertension, improved
anemia status, reduced reliance on pharmaceuticals, improved
nutritional status, reduced hospitalizations and overall
improved quality of life as patients feel better. Other
published literature also supports the clinical and quality of
life benefits associated with home dialysis therapy. We believe
traditional equipment cannot satisfy the demand for home
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and more frequent treatment due to its complexity, lack of
portability, size and infrastructure requirements. The costs of
delivering more frequent therapy in center, as well as clinic
scheduling limitations, present further obstacles to the broader
adoption of more frequent therapy, and we believe the System One
addresses many of the barriers to more frequent and home therapy.
For the critical care market, our System One is designed to
offer clinicians an alternative that simplifies the delivery of
acute kidney replacement therapy and makes longer or continuous
critical care therapies easier to deliver. Because of its small
size, portability and lack of infrastructure requirements, our
system can be easily moved between patient rooms, set up and
taken down. It can also be easily moved from the intensive care
unit, or ICU, to the cardiac care unit, or CCU, or telemetry
floor to treat patients with fluid overload. Our use of
volumetric balancing rather than scales eliminates the frequent
nursing interventions required by existing ICU dialysis systems.
The ability of our system to perform hemofiltration, for which
the System One is also FDA cleared in addition to hemodialysis,
is advantageous, as many clinicians choose to prescribe this
therapy for patients with acute kidney failure.
Competition
Chronic
Care
The dialysis therapy market is mature, consolidated and
competitive. We compete with suppliers of hemodialysis and
peritoneal dialysis devices and certain dialysis device
manufacturers that also provide dialysis services. We currently
face direct competition in the United States primarily from
Fresenius, Gambro, Baxter and Aksys. Fresenius, Gambro and
Baxter each have large and well-established dialysis products
businesses and Aksys markets a competitive product specifically
designed for more frequent use in the home. In addition, DaVita
has entered into a preferred supplier agreement with Gambro
pursuant to which Gambro will provide a significant majority of
DaVitas dialysis equipment and supplies for a period of at
least 10 years.
We believe the competition in the market for kidney dialysis
equipment and supplies is based primarily on:
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product quality;
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ease-of-use;
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cost effectiveness;
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sales force coverage; and
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clinical flexibility.
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We believe that we compete favorably in terms of product quality
and ease of use due to our System One design, portability,
drop-in cartridge and use of bagged, premixed fluids. We believe
we also compete favorably on the basis of clinical flexibility,
given the System Ones ability to work well in acute and
chronic settings and to perform hemofiltration, hemodialysis and
ultrafiltration. We believe we compete favorably in terms of
cost-effectiveness to clinics. Although our product is priced at
a premium compared to some competitive products in the market,
we allow clinics to reduce labor costs by offering their
patients a home treatment alternative. We compete unfavorably in
terms of sales force coverage and branding because we have only
recently commenced commercial sales of our System One for
chronic kidney failure and have a smaller sales force than most
of our competitors.
Our primary competitors are large, well-established businesses
with significantly more financial and personnel resources than
us. They also have significantly greater commercial
infrastructures than we have. We believe our ability to compete
successfully will depend largely on our ability to:
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establish the infrastructures necessary to support a growing
home and critical care dialysis products business;
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maintain and improve product quality;
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continue to develop sales and marketing capabilities;
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achieve cost reductions; and
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access the capital needed to support the business.
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Our ability to successfully market the System One, and any
products we may develop in the future, for the treatment of
kidney failure could also be adversely affected by
pharmacological and technological advances in preventing the
progression of chronic ESRD
and/or in
the treatment of acute kidney failure, technological
developments by others in the area of dialysis, the development
of new medications designed to reduce the incidence of kidney
transplant rejection and progress in using kidneys harvested
from genetically-engineered animals as a source of transplants.
There can be no assurance that competitive pressure or
pharmacological or technological advancements will not have a
material adverse effect on our business.
Critical
Care
We believe that competition in the critical care market will be
affected by system functionality,
ease-of-use,
reliability, portability and infrastructure requirements. In the
fluid overload market, we believe competition will be further
affected by physicians willingness to adopt
ultrafiltration as a viable treatment alternative to
pharmaceutical therapy. In the critical care market, we face
direct competition from Gambro, Baxter, B. Braun, Fresenius and
CHF Solutions.
In the fluid overload market, drug therapy is currently the most
common and preferred treatment. To date, ultrafiltration has not
been broadly adopted and, if the medical community does not
accept ultrafiltration as clinically useful, cost-effective and
safe, we will not be able to successfully compete against
existing pharmaceutical therapies. Our ability to successfully
market the System One for the treatment of fluid overload
associated with multiple diseases, including CHF, could also be
adversely affected by pharmacological and technological advances
in preventing or treating fluid overload.
Sales and
Marketing
We sell our products in two markets: the chronic market and the
critical care market. We have separate marketing and sales
efforts dedicated to each market. In 2005, sales to Clarian
Health Partners represented 10.0% of our total revenues, sales
to Renal Care Group represented 12.4% of our total revenues and
sales to Wellbound, Inc. represented 10.5% of our total
revenues. No other single customer represented 10% or more of
our revenues in 2005. In 2004, sales to Clarian Health Partners
represented 13.1% of our total revenues, sales to University of
Chicago represented 12.4% of our total revenues and sales to
Wellbound, Inc. represented 11.5% of our total revenues. No
other single customer represented 10% or more of our revenues in
2004.
Chronic
Care
In the chronic care market, our customers are independent
dialysis clinics as well as dialysis clinics that are part of
national chains. Since Medicare regulations require that all
chronic ESRD patients be under the care of a dialysis clinic,
whether they are treated at-home, in-clinic or with a kidney
transplant, we do not, and cannot, sell the System One directly
to chronic care patients.
We have a chronic care direct sales force that calls on dialysis
clinics. In addition to specialized sales representatives, we
also employ nurses on our chronic care sales force to serve as
clinical educators to support our sales efforts.
Currently, there are approximately 4,400 dialysis clinics in the
United States. Ownership of these clinics is highly consolidated
with DaVita controlling approximately 28%, and Fresenius
controlling approximately 35% on a pro forma basis assuming the
completion of its pending acquisition of Renal Care Group and
the completion of the recently announced sale of approximately
100 clinics to the National Renal Institutes, and independent
clinics and hospitals represent the approximately 37% of
remaining clinics. Because the chronic market is highly
concentrated with some vertically integrated suppliers, it is
possible, with a relatively small sales force, for us to target
and market to only those clinics that we believe would be
interested in our system. Our customers include independent
clinics as well as large chains.
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After renting or selling a System One to a clinic, our sales
representatives and clinical educators train the clinics
nurses and dialysis technicians on the proper use of the system
using proprietary training materials. We then rely on the
trained technicians and nurses to train home patients and other
technicians and nurses using the System One, rather than sending
our sales representatives and nurses back to the clinic to train
each new patient, nurse or technician. This approach also allows
the clinic and physician to select, train and support the
dialysis patients that will use our system, much the same way as
they manage their patients who are on home peritoneal dialysis
therapy.
We began marketing the System One to perform hemodialysis for
ESRD patients in September 2004. As of December 31, 2005,
there were 292 patients with chronic ESRD using the System
One.
Critical
Care
In the critical care market, because both acute kidney failure
and fluid overload are typically treated in hospital intensive
care units, our customers are hospitals. We are specifically
focusing our sales efforts in the critical care market on those
large institutions that we believe are most dedicated to
increased and improved dialysis therapy for patients with acute
kidney failure and believe in ultrafiltration as an earlier
stage treatment option for fluid overload associated with
multiple diseases, including congestive heart failure.
We have a critical care direct sales force that calls on
hospitals. In addition to specialized sales representatives, we
also employ nurses in our critical care sales force to serve as
clinical educators to support our sales efforts.
The System One for the critical care market has a list price of
$28,000; this price does not include the related disposables
required for each treatment. After selling or placing a System
One in a hospital, our sales representatives and clinical
educators train the hospitals ICU nurses on the proper use
of the system using proprietary training materials. We then rely
on the trained nurses to train other nurses. By adopting this
train the trainer approach, our sales
representatives and nurses do not need to return to the hospital
each time a new nurse needs to be trained.
We began promoting our System One product for use in the
critical care market in February 2003. As of December 31,
2005, we had 50 hospitals as critical care customers.
Customer
Support Services
We use a depot service model for equipment servicing and repair
for the chronic care market. If a device malfunctions and
requires repair, we arrange for a replacement device to be
shipped to the site of care, whether it is a patients
home, clinic or hospital, and for pick up and return to us of
the defective system. This shipment is done by common carrier,
and, as there are no special installation requirements, the
patient, clinic or hospital can set up the new machine in a
matter of minutes. In addition, we ship monthly supplies via
common carrier and courier services directly to chronic care
patients, dialysis clinics and hospitals.
In addition to depot service, the critical care market also
demands field service calls for cycler servicing and repair. The
nature of the hospital environment, coupled with the practices
of other ICU dialysis equipment suppliers, frequently
necessitates
on-site
clinical support for our systems installed in this environment.
We maintain telephone service
coverage 24-hours
a day, seven days a week, to respond to technical questions
raised by patients, clinics and hospitals concerning our System
One product. In addition, due to the intense nature of the needs
of patients with acute kidney failure and fluid overload, our
critical care sales representatives and technical specialists
are personally available to answer questions 24 hours a
day, seven days a week. We generally do not handle clinical
questions or issues from patients, but instead refer them to
their physician or dialysis clinic.
Billing
In the chronic care market, we typically rent the System One,
and sell the related disposables, to the dialysis clinics, and
bill the clinics monthly for each system and all disposables
used by their patients. In the
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critical care market, we rent or sell our systems, and sell all
related disposables, to hospitals and bill the hospitals
directly. The clinics and hospitals then bill their treated
patients insurance providers, usually Medicare, for the
treatment provided.
Clinical
Experience and Results
Over one hundred published articles have reported on the
benefits of daily dialysis therapy. Although these publications
were based on studies that did not use our product, the
literature strongly supports that daily hemodialysis therapy can
lead to improved clinical outcomes, including reduction in
hypertension, improved anemia status, reduced reliance on
pharmaceuticals, improved nutritional status, reduced
hospitalizations and overall improved quality of life as
patients feel better.
Recently, we announced the first enrollment of a patient in our
post-market FREEDOM study (Following Rehabilitation, Economics,
and Everyday Dialysis Outcome Measurements) designed to quantify
the clinical benefits and cost savings of daily home therapy
administered to Medicare patients with the NxStage System One
versus conventional thrice-weekly dialysis. The FREEDOM Study is
a prospective, multi-center, observational study, which will
enroll up to 500 Medicare patients in up to 70 clinical centers
over what is expected to be a two-year period. It will compare
Medicare patients using the NxStage System One with a matched
cohort of patients from the USRDS patient database treated with
traditional in-center thrice weekly dialysis, to help define
differences in the cost of care and patient outcomes between the
daily home setting and the dialysis clinic setting. Comparing
the study group of patients using the NxStage System One to a
USRDS database group matched in terms of demographics,
co-morbidities, geography, number of years on dialysis, and
other key factors, should allow a valuable comparison to be made
without the time and cost challenges of a crossover study, in
which patients would be followed for a given time on each type
of therapy.
Our goal is to provide further insights into more frequent
dialysis and its cost-effectiveness as well as to confirm the
significant reported potential benefits of daily therapy on
patient quality of life and rehabilitation. Published
U.S. government data estimates the total health care cost
burden of a Medicare dialysis patient at $65,000 annually, with
dialysis services representing approximately 25% of this cost,
while the cost of hospitalizations, drugs and physician fees
make up more than 50%. It is believed daily therapy may
materially reduce overall Medicare costs for the care of chronic
dialysis patients, particularly through reduced hospitalization
and drug costs.
In addition to the FREEDOM study, we conducted two significant
clinical trials with the System One for ESRD therapy, a
post-market study of chronic daily hemofiltration and a study
under an FDA approved investigational device exemption, or IDE.
We are currently conducting a study of ultrafiltration with the
System One for fluid overload associated with CHF.
In the IDE study, we compared center-based and home-based daily
dialysis with the System One. That study was a prospective,
multi-center, two-treatment, two-period, open-label, cross-over
study. The first phase of the study consisted of 48 treatments,
six per week, in an eight week period performed in-center, while
the second phase consisted of the same number of treatments
performed in an in-home setting. Between the two phases, there
was a two-week transition period conducted primarily in the
patients home. Prior to study initiation, enrolled
patients were to have been on at least two weeks of daily
hemodialysis with the System One in an in-center environment.
The objective of the study was to evaluate equivalence on a per
treatment basis between the delivery of hemodialysis with our
system in-center and at home. The result of the investigation
showed that hemodialysis in each setting was equivalent.
Research
and Development
Our research and development organization has focused on
developing innovative technical approaches that address the
limitations of current dialysis systems. Our development team
has skills across the range of technologies required to develop
and maintain dialysis systems. These areas include filters,
tubing sets, mechanical systems, fluids, software and
electronics. In response to physician and patient feedback and
our own assessments, we are continually working on enhancements
to our product designs to improve
ease-of-use,
functionality, reliability and safety. We also seek to develop
new products that positively supplement our
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existing product offerings and intend to continue to actively
pursue opportunities for the research and development of
complementary products.
For the years ended December 31, 2005, 2004 and 2003, we
incurred total research and development expenses of
$6.3 million, $6.0 million and $4.5 million,
respectively.
Intellectual
Property
We seek to protect our investment in the research, development,
manufacturing and marketing of our products through the use of
patent, trademark, copyright and trade secret law. We own or
have rights to a number of patents, trademark, copyrights, trade
secrets and other intellectual property directly related and
important to our business.
As of December 31, 2005, we had 20 issued U.S. and
international patents and 66 U.S., international and foreign
pending patent applications.
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Patent No.
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Regime
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Filed
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20 Yrs+Priority
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Description
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6,254,567
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US
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2/23/2000
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2/21/2019
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Addresses fluids requirement by
regenerating dialysate
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6,554,789
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US
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2/25/2000
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2/9/2017
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Panels defined by seals and
overlying panels
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6,572,576
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US
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7/7/2001
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7/2/2021
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Leak detection by flow reversal
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6,572,641
|
|
US
|
|
4/9/2001
|
|
4/4/2021
|
|
Fluid warmer that removes air
|
6,579,253
|
|
US
|
|
2/25/2000
|
|
2/9/2017
|
|
Balancing chambers are defined by
panels of the circuit
|
6,582,385
|
|
US
|
|
2/19/1998
|
|
2/14/2018
|
|
Addresses fluids requirement by
purifying waste
|
6,589,482
|
|
US
|
|
2/25/2000
|
|
2/9/2017
|
|
Panels form a combination to
mutually displace waste and replacement fluid
|
6,595,943
|
|
US
|
|
2/25/2000
|
|
2/9/2017
|
|
Blood pressure control in filter
to optimize throughput
|
6,638,477
|
|
US
|
|
2/25/2000
|
|
2/9/2017
|
|
Divert part of waste stream to
control ultrafiltration or rinse
|
6,638,478
|
|
US
|
|
2/25/2000
|
|
2/9/2017
|
|
Mechanically coupled flow
assemblies that balance flow of incoming and outgoing fluid
streams, respectively
|
6,649,063
|
|
US
|
|
7/12/2001
|
|
7/7/2021
|
|
Using the filter to generate
sterile replacement fluid
|
6,673,314
|
|
US
|
|
2/25/2000
|
|
2/9/2017
|
|
Supply notification including
third-party notification by network
|
6,702,561
|
|
US
|
|
7/12/2001
|
|
7/7/2021
|
|
Potting distribution channel
molded into filter housing
|
6,743,193
|
|
US
|
|
7/17/2001
|
|
7/12/2021
|
|
Hermetic valve design
|
6,830,553
|
|
US
|
|
2/25/2000
|
|
2/9/2017
|
|
Sterile filter in replacement
fluid line
|
6,852,090
|
|
US
|
|
5/24/2001
|
|
2/9/2017
|
|
Balancing chambers are defined by
circuit portions defined in cooperation with the base
|
6,872,346
|
|
US
|
|
3/20/2003
|
|
3/15/2023
|
|
Manufacturing method for filters
using radiant heat to seal filter fibers
|
6,955,655
|
|
US
|
|
6/27/2001
|
|
2/9/2017
|
|
Frequent treatment with simple
setup
|
6,979,309
|
|
US
|
|
1/7/2002
|
|
2/9/2017
|
|
New frequent hemofiltration
|
EP969887
|
|
EP (UK)
|
|
8/15/1999
|
|
2/9/2017
|
|
Frequent treatment with simple
setup
|
Patents for individual products extend for varying periods of
time according to the date a patent application is filed or a
patent is granted and the term of the patent protection
available in the jurisdiction granting the patent. The scope of
protection provided by a patent can vary significantly from
country to country.
In addition to our patents and pending patent applications in
the United States and selected
non-U.S. markets,
we use trade secrets and proprietary know-how in our products.
Any of our trade secrets, know-how or other technology not
protected by a patent could be disclosed to, or independently
developed by, a competitor.
10
Our strategy is to develop patent portfolios for our research
and development projects. We monitor the activities of our
competitors and other third parties with respect to their use of
intellectual property. We intend to aggressively defend the
patents we hold, and we intend to vigorously contest claims
other patent holders may bring against us.
The medical device industry is characterized by the existence of
a large number of patents and frequent litigation based on
allegations of patent infringement. While we attempt to ensure
that our products and methods do not infringe other
parties patents and proprietary rights, our competitors
may assert that our products, or the methods that we employ, are
covered by patents held by them. In addition, our competitors
may assert that future products and methods we may market
infringe their patents.
We require our employees, consultants and advisors to execute
confidentiality agreements in connection with their employment,
consulting or advisory relationship with us. We also require our
employees to agree to disclose and assign to us all inventions
conceived by them during their employment with us. Similar
obligations are imposed upon consultants and advisors performing
work for us relating to the design or manufacture of our
product. Despite efforts taken to protect our intellectual
property, unauthorized parties may attempt to copy aspects of
our products or to obtain and use information that we regard as
proprietary.
Manufacturing
The manufacture of our products is accomplished through a
complementary combination of outsourcing and internal
production. Specifically, we assemble, package and label our
disposable cartridges for the critical care market within our
45,000 square foot facility in Lawrence, Massachusetts. We
also manufacture our dialyzers internally, within our
5,000 square foot facility in Rosdorf, Germany. We
outsource the manufacture of our premixed dialysate and the
System One cycler, cartridges for the chronic care market and
sterilization of our disposable cartridges.
The manufacturing process for our disposable cartridges for the
critical care market includes the inspection, assembly, testing,
packaging, and sterilization of components that have been
manufactured to our specifications by various suppliers. We have
single-source suppliers of components, but in most instances
there are alternative sources of supply available. Where
obtaining a second source is more difficult, we have tried to
establish supply agreements that better protect our continuity
of supply. These agreements, currently in place with several key
suppliers, are intended to establish commitments to supply
product. We do not have supply agreements in place with all of
our single-source suppliers.
We have not made commitments to suppliers as exclusive providers
of a particular product except KMC Systems, Inc., the outsourced
manufacturer of the System One cycler. We have an agreement with
KMC that provides us a committed supply in exchange for limited
exclusivity, which expires upon our receipt of a specified
number of cyclers. We expect this exclusivity requirement to
expire in late 2006. Thereafter, the agreement may be renewed on
a non-exclusive basis for additional one-year terms. The
contract may be terminated upon a material breach, generally
following a
30-day cure
period. We may terminate the exclusivity provision earlier if
KMC fails to supply our product requirements for two consecutive
months.
We purchase bicarbonate-based premixed dialysate from B. Braun
and our lactate-based premixed dialysate from B. Braun and other
sources. We have a long-term supply agreement with B. Braun that
obligates B. Braun to supply the dialysate to us through 2009 in
exchange for modest minimum purchase requirements of
approximately $100,000 per year. The contract may be
terminated upon a material breach, generally following a
30-day cure
period. We also purchase lactate-based premixed dialysate from
Laboratorios PISA. We are negotiating a long-term supply
agreement with PISA, which we expect to finalize shortly, that
will obligate PISA to supply dialysate to us through 2008 in
exchange for modest volume commitments. The contract may be
terminated upon a material breach, generally following a
30-day cure
period.
We expect to purchase our dialysate preparation module from
Enercon. We are negotiating a short-term supply agreement with
Enercon, which we expect to finalize shortly, that will obligate
Enercon to supply this equipment to us for the next
12 months. There are no minimums associated with this
agreement, and the
11
agreement renews on a year to year basis, unless prior written
notice is given by either party. The contract may be terminated
upon a material breach, generally following a
30-day cure
period.
We are currently negotiating a long-term supply agreement with
Medisystems for our disposable cartridge. David Utterberg, a
director and significant stockholder of NxStage, is the sole
stockholder and chief executive officer of Medisystems. We are
currently purchasing components and chronic disposable
cartridges from Medisystems under purchase orders. We cannot be
certain that we will enter into an agreement with Medisystems.
Government
Regulation
Food
and Drug Administration
In the United States, our products are subject to regulation by
the FDA, which regulates our products as medical devices. The
FDA regulates the clinical testing, manufacture, labeling,
distribution, import and export, sale and promotion of medical
devices. Noncompliance with applicable FDA requirements can
result in, among other things, fines, injunctions, civil
penalties, recall or seizure of products, total or partial
suspension of production, failure of the government to grant
pre-market clearance or pre-market approval for devices,
withdrawal of marketing clearances or approvals and criminal
prosecution.
Unless an exemption applies, all medical devices must receive
either prior 510(k) clearance or pre-market approval from the
FDA before they may be commercially distributed in the United
States. Submissions to obtain 510(k) clearance and pre-market
approval must be accompanied by a user fee, unless exempt. In
addition, the FDA can also impose restrictions on the sale,
distribution or use of devices at the time of their clearance or
approval, or subsequent to marketing.
The FDA classifies medical devices into one of three classes:
Class I, Class II or
Class III depending on the FDAs
assessment of the degree of risk associated with the device and
the controls it deems necessary to reasonably ensure the
devices safety and effectiveness. The FDA has deemed our
System One to be a Class II medical device and we have
marketed it as such in the United States.
Class I devices are those for which safety and
effectiveness can be assured by adherence to a set of general
controls, which include compliance with facility registration
and product listing requirements, reporting of adverse events,
and appropriate, truthful and non-misleading labeling,
advertising and promotional materials. Class II devices are
also subject to these same general controls, as well as any
other special controls deemed necessary by the FDA to ensure the
safety and effectiveness of the device. These special controls
can include performance standards, post-market surveillance,
patient registries and FDA guidelines. Pre-market review and
clearance by the FDA for Class II devices is accomplished
through the 510(k) pre-market notification procedure. When
510(k) clearance is required, a manufacturer must submit a
pre-market notification to the FDA demonstrating that the
proposed device is substantially equivalent in intended use and
in safety and effectiveness to a legally marketed Class I
or Class II device or a Class III device that has been
on the market on or prior to May 28, 1976, for which the
FDA has not required pre-market application approval. If the FDA
agrees that the device is substantially equivalent to the
predicate, it will subject the device to the same classification
and degree of regulation as the predicate device, thus
effectively granting clearance to market it. After a device
receives 510(k) clearance, any modification that could
significantly affect its safety or effectiveness, or that would
constitute a major change in its intended use, requires a new
510(k) clearance or possibly a pre-market approval.
Class III devices are devices found by FDA to be not
substantially equivalent to a legally marketed device or those
devices that the FDA deems to pose the greatest risk, such as
life-supporting or implantable devices. In general, a
Class III device cannot be marketed in the United States
unless the FDA approves the device after submission of a
pre-market approval application.
FDA
Regulatory Clearance Status
We currently have all of the regulatory clearances required to
market the System One in the United States in both the chronic
and critical care markets. The FDA has cleared the System One
for the treatment, under a physicians prescription, of
renal failure or fluid overload using hemofiltration,
hemodialysis
and/or
12
ultrafiltration. The FDA has also specifically cleared the
System One for home hemodialysis use under a physicians
prescription.
We received our first clearance from the FDA for a predecessor
model to the System One in January 2001 for hemofiltration and
ultrafiltration. In July 2003, we received expanded clearance
from the FDA for the System One for hemodialysis, hemofiltration
and ultrafiltration. Most recently, in June 2005, we received
FDA clearance specifically allowing us to promote home
hemodialysis using the System One. We have received a total of
20 product clearances from the FDA since our inception in
December 1998. We continue to seek opportunities for product
improvements and feature enhancements, which will, from time to
time, require FDA clearance before market launch.
FDA
Clearance Procedures
510(k) Clearance Pathway. When we are required
to obtain a 510(k) clearance for a device, which we wish to
market, we must submit a pre-market notification to the FDA
demonstrating that the device is substantially equivalent to a
previously cleared 510(k) device or a device that was in
commercial distribution before May 28, 1976 (or to a
pre-1976
class III device for which the FDA has not yet called for
the submission of pre-market approval applications). The FDA
attempts to respond to a 510(k) pre-market notification within
90 days of submission of the notification (or in some
instances 30 days under what is referred to as
special 510(k) submission), but the response may be
a request for additional information or data, sometimes
including clinical data. As a practical matter, pre-market
clearance can take significantly longer, including up to one
year or more.
After a device receives 510(k) clearance for a specific intended
use, any modification that could significantly affect its safety
or effectiveness, or that constitutes a major change in its
intended use, would require a new 510(k) clearance or could
require pre-market approval. In the first instance, the
manufacturer may determine that a change does not require a new
510(k) clearance. The FDA can review any such decision and can
disagree with a manufacturers determination. If the FDA
disagrees with a manufacturers determination that a new
clearance or approval is not required for a particular
modification, the FDA can require the manufacturer to cease
marketing
and/or
recall the modified device until 510(k) clearance or pre-market
approval is obtained.
Pre-market Approval Pathway. A pre-market
approval application must be submitted if the device cannot be
cleared through the 510(k) process. The pre-market approval
process is much more demanding than the 510(k) pre-market
notification process. A pre-market approval application must be
supported by extensive data and information including, but not
limited to, technical, preclinical, clinical trials,
manufacturing and labeling to demonstrate to the FDAs
satisfaction the safety and effectiveness of the device.
After the FDA determines that a pre-market approval application
is complete, the FDA accepts the application and begins an
in-depth review of the submitted information. The FDA, by
statute and regulation, has 180 days to review an accepted
pre-market approval application, although the review generally
occurs over a significantly longer period of time, and can take
up to several years. During this review period, the FDA may
request additional information or clarification of information
already provided. Also during the review period, an advisory
panel of experts from outside the FDA may be convened to review
and evaluate the application and provide recommendations to the
FDA as to the approvability of the device. In addition, the FDA
will conduct a pre-approval inspection of the manufacturing
facility to ensure compliance with the Quality System
Regulations. New pre-market approval applications or
supplemental pre-market approval applications are required for
significant modifications to the manufacturing process,
labeling, use and design of a device that is approved through
the pre-market approval process. Pre-market approval supplements
often require submission of the same type of information as a
pre-market approval application, except that the supplement is
limited to information needed to support any changes from the
device covered by the original pre-market approval application,
and may not require as extensive clinical data or the convening
of an advisory panel.
Clinical Trials. A clinical trial is almost
always required to support a pre-market approval application and
is sometimes required for a 510(k) pre-market notification.
Clinical trials for devices that involve
13
significant risk, referred to as significant risk devices,
require submission of an application for an IDE to the FDA. The
IDE application must be supported by appropriate data, such as
animal and laboratory testing results, showing that it is safe
to test the device in humans and that the testing protocol is
scientifically sound. Clinical trials for a significant risk
device may begin once the IDE application is approved by the FDA
and the Institutional Review Board overseeing the clinical
trial. If FDA fails to respond to an IDE application within
30 days of receipt, the application is deemed approved, but
institutional review board, or IRB, approval would still be
required before a study could begin. Products that are not
significant risk devices are deemed to be non-significant
risk devices under FDA regulations, and are subject to
abbreviated IDE requirements, including informed consent, IRB
approval of the proposed clinical trial, and submitting certain
reports to the IRB. Clinical trials are subject to extensive
recordkeeping and reporting requirements. Our clinical trials
must be conducted under the oversight of an IRB at each clinical
study site and in accordance with applicable regulations and
policies including, but not limited to, the FDAs good
clinical practice, or GCP, requirements.
Continuing
FDA Regulation
After a device is placed on the market, numerous regulatory
requirements apply. These include, among others:
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Quality System Regulations, which require manufacturers to
follow design, testing, control, documentation and other quality
assurance procedures during the manufacturing process;
|
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|
|
labeling regulations, which govern product labels and labeling,
prohibit the promotion of products for unapproved, or off-label,
uses and impose other restrictions on labeling and promotional
activities;
|
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medical device reporting, or MDR, regulations, which require
that manufacturers report to the FDA if their device may have
caused or contributed to a death or serious injury or
malfunctioned in a way that would likely cause or contribute to
a death or serious injury if it were to recur; and
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recalls and notices of correction or removal.
|
MDR Regulations. The MDR regulations require
that we report to the FDA any incident in which our product may
have caused or contributed to a death or serious injury, or in
which our product malfunctioned and, if the malfunction were to
recur, would likely cause or contribute to a death or serious
injury. As of December 31, 2005, we submitted 67 MDRs. Most
of these have been submitted to comply with FDAs blood
loss policy for routine dialysis treatments. This policy
requires manufactures to file MDR reports related to routine
dialysis treatments if the blood loss is greater than 20cc.
FDA Inspections. We have registered with the
FDA as a medical device manufacturer. Compliance with regulatory
requirements is assured through periodic, unannounced facility
inspections by the FDA, and these inspections may include the
manufacturing facilities of our subcontractors. Failure to
comply with applicable regulatory requirements can result in
enforcement action by the FDA, which may include any of the
following:
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warning letters or untitled letters;
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|
fines, injunctions, and civil penalties;
|
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|
administrative detention;
|
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voluntary or mandatory recall or seizure of our products;
|
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customer notification, or orders for repair, replacement or
refund;
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operating restrictions, partial suspension or total shutdown of
production;
|
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refusal to review pre-market notification or pre-market approval
submissions;
|
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|
rescission of a substantial equivalence order or suspension or
withdrawal of a pre-market approval; and
|
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criminal prosecution.
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14
The FDA has twice inspected our facility and quality systems. In
our first inspection, one observation was made, but was
rectified during the inspection, requiring no further response
from us. The second inspection resulted in no observations. We
cannot provide assurance that we can maintain a comparable level
of regulatory compliance in the future at our facility.
Foreign
Regulation of Medical Devices
Clearance or approval of our products by regulatory authorities
comparable to the FDA may be necessary in foreign countries
prior to the commencement of marketing of the product in those
countries, whether or not FDA clearance has been obtained. The
regulatory requirements for medical devices vary significantly
from country to country. They can involve requirements for
additional testing and may be time consuming and expensive. We
have not sought approval for our products outside of the United
States, Canada and the European Union. We cannot provide
assurance that we will be able to obtain regulatory approvals in
any other markets.
The System One cycler and related cartridges are regulated as
medical devices in Canada under the Canadian Medical Device
Regulations and in the European Union, or EU, under the Medical
Device Directive. We have received four product licenses from
Canada; and our System One is covered by a recently obtained
Canadian license. Although we have obtained CE marking approval
in the EU for our System One, this CE marking is not up to date.
Before we would be able to market our current products in the
EU, we would be required to submit additional regulatory
documentation. We are not currently marketing any products in
Canada or in the European Union.
Fraud and
Abuse Laws
Anti-Kickback
Statutes
The federal healthcare program Anti-Kickback Statute prohibits
persons from knowingly and willfully soliciting, offering,
receiving or providing remuneration, directly or indirectly, in
exchange for or to induce either the referral of an individual
for, or the furnishing, arranging for or recommending a good or
service for which payment may be made in whole or part under a
federal healthcare program such as Medicare or Medicaid. The
definition of remuneration has been broadly interpreted to
include anything of value, including for example gifts,
discounts, the furnishing of supplies or equipment, credit
arrangements, payments of cash and waivers of payments. Several
courts have interpreted the statutes intent requirement to
mean that if any one purpose of an arrangement involving
remuneration is to induce referrals or otherwise generate
business involving goods or services reimbursed in whole or in
part under federal healthcare programs, the statute has been
violated. The law contains a few statutory exceptions, including
payments to bona fide employees, certain discounts and certain
payments to group purchasing organizations. Violations can
result in significant penalties, imprisonment and exclusion from
Medicare, Medicaid and other federal healthcare programs.
Exclusion of a manufacturer would preclude any federal
healthcare program from paying for its products. In addition,
some enforcement officials have argued that kickback
arrangements can provide the basis for an action under the
Federal False Claims Act, which is discussed in more detail
below.
The Anti-Kickback Statute is broad and potentially prohibits
many arrangements and practices that are lawful in businesses
outside of the healthcare industry. Recognizing that the
Anti-Kickback Statute is broad and may technically prohibit many
innocuous or beneficial arrangements, the Office of Inspector
General of Health and Human Services, or OIG, has issued a
series of regulations, known as the safe harbors, beginning in
July 1991. These safe harbors set forth provisions that, if all
the applicable requirements are met, will assure healthcare
providers and other parties that they will not be prosecuted
under the Anti-Kickback Statute. The failure of a transaction or
arrangement to fit precisely within one or more safe harbors
does not necessarily mean that it is illegal or that prosecution
will be pursued. However, conduct and business arrangements that
do not fully satisfy each applicable safe harbor may result in
increased scrutiny by government enforcement authorities such as
the OIG. Arrangements that implicate the Anti-Kickback Law, and
that do not fall within a safe harbor, are analyzed by the OIG
on a
case-by-case
basis.
15
Government officials have focused recent enforcement efforts on,
among other things, the sales and marketing activities of
healthcare companies, and recently have brought cases against
individuals or entities with personnel who allegedly offered
unlawful inducements to potential or existing customers in an
attempt to procure their business. Settlements of these cases by
healthcare companies have involved significant fines
and/or
penalties and in some instances criminal pleas.
In addition to the Federal Anti-Kickback Law, many states have
their own kickback laws. Often, these laws closely follow the
language of the federal law, although they do not always have
the same exceptions or safe harbors. In some states, these
anti-kickback laws apply with respect to all payors, including
commercial health insurance companies.
False
Claims Laws
Federal false claims laws prohibit any person from knowingly
presenting, or causing to be presented, a false claim for
payment to the federal government or knowingly making, or
causing to be made, a false statement to get a false claim paid.
Manufacturers can be held liable under false claims laws, even
if they do not submit claims to the government, if they are
found to have caused submission of false claims. The Federal
Civil False Claims Act also includes whistle blower provisions
that allow private citizens to bring suit against an entity or
individual on behalf of the United States and to recover a
portion of any monetary recovery. Many of the recent highly
publicized settlements in the healthcare industry related to
sales and marketing practices have been cases brought under the
False Claims Act. The majority of states also have statutes or
regulations similar to the federal false claims laws, which
apply to items and services reimbursed under Medicaid and other
state programs, or, in several states, apply regardless of the
payor. Sanctions under these federal and state laws may include
civil monetary penalties, exclusion of a manufacturers
products from reimbursement under government programs, criminal
fines, and imprisonment.
Privacy
and Security
The Health Insurance Portability and Accountability Act of 1996,
or HIPAA, and the rules promulgated thereunder require certain
entities, referred to as covered entities, to comply with
established standards, including standards regarding the privacy
and security of protected health information, or PHI. HIPAA
further requires that covered entities enter into agreements
meeting certain regulatory requirements with their business
associates, as such term is defined by HIPAA, which, among other
things, obligate the business associates to safeguard the
covered entitys PHI against improper use and disclosure.
While not directly regulated by HIPAA, a business associate may
face significant contractual liability pursuant to such an
agreement if the business associates breaches the agreement or
causes the covered entity to fail to comply with HIPAA. In the
course of our business operations, we have entered into several
business associate agreements with certain of our customers that
are also covered entities. Pursuant to the terms of these
business associate agreements, we have agreed, among other
things, not to use or further disclose the covered entitys
PHI except as permitted or required by the agreements or as
required by law, to use reasonable safeguards to prevent
prohibited disclosure of such PHI and to report to the covered
entity any unauthorized uses or disclosures of such PHI.
Accordingly, we incur compliance related costs in meeting
HIPAA-related obligations under business associates agreements
to which we are a party. Moreover, if we fail to meet our
contractual obligations under such agreements, we may incur
significant liability.
In addition, HIPAAs criminal provisions could potentially
be applied to a non-covered entity that aided and abetted the
violation of, or conspired to violate HIPAA, although we are
unable at this time to determine conclusively whether our
actions could be subject to prosecution in the event of an
impermissible disclosure of health information to us. Also, many
state laws regulate the use and disclosure of health
information, and are not necessarily preempted by HIPAA, in
particular those laws that afford greater protection to the
individual than does HIPAA. Finally, in the event we change our
business model and become a HIPAA covered entity, we would be
directly subject to HIPAA, its rules and its civil and criminal
penalties.
16
Reimbursement
Chronic
Care
Medicare regulations require that all chronic ESRD patients be
under the care of a dialysis clinic, whether they are treated at
home or in-clinic. We rent or sell our System One to dialysis
clinics; these clinics are, in turn, reimbursed by Medicare,
Medicaid and private insurers.
Medicare. Medicare generally provides health
insurance coverage for persons who are age 65 or older and
for persons who are completely disabled. For ESRD patients,
however, Medicare coverage is not dependent on age or
disability. For patients eligible for Medicare based solely on
ESRD, generally patients under age 65, Medicare eligibility
begins three months after the month in which the patient begins
dialysis treatments. During this three-month waiting period
either Medicaid, private insurance or the patient is responsible
for payment for dialysis services. Medicare generally waives
this waiting period for individuals who participate in a
self-care dialysis training program, or are hospitalized for a
kidney transplant and the surgery occurs within a specified time
period.
For ESRD patients under age 65 who have any employer group
health insurance coverage, regardless of the size of the
employer or the individuals employment status, Medicare
coverage is generally secondary to the employer coverage during
a 30-month
waiting period that follows the establishment of Medicare
eligibility or entitlement based on ESRD. During the waiting
period, the patients existing insurer is responsible for
paying primary benefits at the rate specified in the plan, which
may be a negotiated rate or the healthcare providers usual
and customary rate. As the secondary payor during this
coordination period, Medicare will make payments up to the
applicable composite rate for dialysis services reimbursed
through the composite rate to supplement any primary payments by
the employer group health plan if the plan covers the services
but pays only a portion of the charge for the services.
Medicare generally is the primary payor for ESRD patients after
the 30-month
waiting period. Under current rules, Medicare is also the
primary payor for ESRD patients during the
30-month
coordination period under certain circumstances. Medicare
remains the primary payor when an individual becomes eligible
for Medicare on the basis of ESRD if, (a) the individual
was already age 65 or over or was eligible for Medicare
based on disability and (b) the individuals private
insurance coverage is not by reason of current employment or, if
it is, the employer has fewer than 20 employees in the case of
eligibility by reason of age, or fewer than 100 employees in the
case of eligibility by reason of disability. The rules regarding
entitlement to primary Medicare coverage when the patient is
eligible for Medicare on the basis of both ESRD and age, or
disability, have been the subject of frequent legislative and
regulatory changes in recent years and there can be no assurance
that these rules will not be unfavorably changed in the future.
When Medicare is the primary payor for services furnished by
dialysis clinics, it reimburses dialysis clinics for 80% of the
composite rate, leaving the secondary insurance or the patient
responsible for the remaining 20%. The Medicare composite rate
is set by Congress and is intended to cover virtually all costs
associated with each dialysis treatment, excluding physician
services and certain separately billable drugs and laboratory
services. There is some regional variation in the composite
rate, but, the national average is currently approximately
$155 per treatment. This is an increase from approximately
$132 per treatment in 2004, due to two recent changes in
Medicare reimbursement. First, in 2005 and 2006, the Center for
Medicare and Medicaid Services, or CMS, shifted a portion of
Medicare reimbursement dollars for dialysis from separately
billable drugs to the composite rate for dialysis services.
Second, Congress recently passed an additional 1.6% increase to
the composite rate for 2006. Depending upon patient case mix,
reimbursement may be further improved, based on the case-mix
adjustment to the composite rate implemented as part of the
Medicare Modernization Act in April 2005. Under the case-mix
adjustment, Medicare now pays more for younger and larger
patients. This may be beneficial to our customers, as to date
our patient population has tended to be younger and larger than
the ESRD national average.
CMS, rules limit the number of hemodialysis treatments paid for
by Medicare to three a week, unless there is medical
justification for the additional treatments. The determination
of medical justification must be made at the local Medicare
contractor level on a
case-by-case
basis. A clinics decision as to how much it is
17
willing to spend on dialysis equipment and services will be at
least partly dependent on whether Medicare will reimburse more
than three treatments per week for the clinics patients.
Medicaid. Medicaid programs are
state-administered programs partially funded by the federal
government. These programs are intended to provide coverage for
certain categories of patients whose income and assets fall
below state defined levels and who are otherwise uninsured. For
those who are eligible, the programs serve as supplemental
insurance programs for the Medicare co-insurance portion and
provide certain coverage, for example, self-administered
outpatient prescription medications, that is not covered by
Medicare. For ESRD treatment, state regulations generally follow
Medicare reimbursement levels and coverage without any
co-insurance amounts, which is pertinent mostly for the
three-month waiting period. Certain states, however, require
beneficiaries to pay a monthly share of the cost based upon
levels of income or assets.
Private Insurers. Some ESRD patients have
private insurance that covers dialysis services. Healthcare
providers receive reimbursement for ESRD treatments from the
patient or private insurance during a waiting period of up to
three months before the patient becomes eligible for Medicare.
In addition, if the private payor is an employer group health
plan, it is generally required to continue to make primary
payments for dialysis services during the
30-month
period following eligibility or entitlement to Medicare. In
general, employers may not reduce coverage or otherwise
discriminate against ESRD patients by taking into account the
patients eligibility or entitlement to Medicare benefits.
It is generally believed that private insurance pays more for
dialysis services than Medicare.
Critical
Care
For Medicare patients, both acute kidney failure and fluid
overload therapies provided in an in-patient hospital setting
are reimbursed under a traditional diagnosis related group, or
DRG, system. Under this system, reimbursement is determined
based on a patients primary diagnosis and is intended to
cover all costs of treating the patient. The presence of acute
kidney failure or fluid overload increases the severity of the
primary diagnosis and, accordingly, could increase the amount
reimbursed. The longer hospitalization stays and higher labor
needs, which are typical for patients with acute kidney failure
and fluid overload, must be managed for care of these patients
to be cost-effective. We believe that there is a significant
incentive for hospitals to find a more cost-efficient way to
treat these patients in order to improve hospital economics for
these therapies.
Employees
As of December 31, 2005, NxStage had 153 full-time
employees, three part-time employees and 20 seasonal or
temporary employees. From time to time we also employ
independent contractors to support our engineering, marketing,
sales, clinical and administrative organizations.
Where To
Find More Information
Our Annual Report on
Form 10-K,
Quarterly Report on
Form 10-Q,
Current Reports on
Form 8-K
and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934 are available through our website (www.nxstage.com) under
the Investor Information caption free of charge as
soon as reasonably practicable after we electronically file such
material with, or furnish it to, the Securities and Exchange
Commission, or SEC. In addition, we intend to disclose on our
website any amendments to, or waivers from, our code of business
conduct and ethics that are required to be disclosed pursuant to
the rules of the SEC. We are not including the information
contained on our website as part of, or incorporating it by
reference into, this report. You may read and copy materials
that we have filed with the SEC at the SECs public
reference room located at 100 F. Street, N.E., Room 1580,
Washington, D.C. In addition, our SEC filings are available
to the public on the SECs website (www.sec.gov).
In addition to the factors discussed in Managements
Discussion and Analysis of Financial Condition and Results of
Operations and elsewhere in this report, the following are
some of the important risk factors that could cause our actual
results to differ materially from those projected in any
forward-looking statements.
18
Risks
Related to our Business
We
expect to derive substantially all of our future revenues from
the rental or sale of our System One and the sale of our related
disposable products used with the System One.
Since our inception, we have devoted substantially all of our
efforts to the development of the System One and the related
products used with the System One. We commenced marketing the
System One and the related disposable products to the critical
care market in February 2003. We commenced marketing the System
One for chronic hemodialysis treatment in September 2004. We
expect that the rental or sale of the System One and the sale of
related products will account for substantially all of our
revenues for the foreseeable future. Most of our related
products cannot be used with any other dialysis systems and,
therefore, we will derive little or no revenues from related
products unless we sell or otherwise place the System One. To
the extent that the System One is not a successful product or is
withdrawn from the market for any reason, we do not have other
products in development that could replace revenues from the
System One.
We
cannot accurately predict the size of the home hemodialysis
market, and it may be smaller or slower to develop than we
expect.
Although home hemodialysis treatment options are available,
adoption has been limited. The most widely adopted form of
dialysis therapy used in a setting other than a dialysis clinic
is peritoneal dialysis. Based on the most recently available
data from the United States Renal Data System, or USRDS, the
number of patients receiving peritoneal dialysis was
approximately 25,000 in 2002, representing approximately 8% of
all patients receiving dialysis treatment for ESRD in the United
States. Very few ESRD patients receive hemodialysis treatment
outside of the clinic setting; USRDS data indicates
approximately 1,200 patients were receiving home-based
hemodialysis in 2002. Because the adoption of home hemodialysis
has been limited to date, the number of patients who desire to,
and are capable of, administering their own hemodialysis
treatment with a system such as the System One is unknown and
there is limited data upon which to make estimates. Our
long-term growth will depend on the number of patients who adopt
home-based hemodialysis and how quickly they adopt it, and we do
not know whether the number of home-based dialysis patients will
be greater or fewer than the number of patients performing
peritoneal dialysis or how many peritoneal dialysis patients
will switch to home-based hemodialysis. We received our home use
clearance for the System One from the FDA in June 2005 and we
will need to devote significant resources to developing the
market. We cannot be certain that this market will develop, how
quickly it will develop or how large it will be.
We
will require significant capital to build our business, and
financing may not be available to us on reasonable terms, if at
all.
We believe that the chronic market is the largest market
opportunity for our System One hemodialysis system. We typically
bill the dialysis clinic for the rental of the equipment and the
sale of the related disposable cartridges and treatment fluids.
As a result, we expect that we will generate revenues and cash
flow from the use of the cyclers over time rather than upfront
from the sale of the cyclers, and we will need significant
amounts of working capital to manufacture cyclers for rental to
dialysis clinics.
We only recently began marketing our System One to dialysis
clinics for the treatment of ESRD, and we have not achieved
widespread market acceptance of our product. We may not be able
to generate sufficient revenues and cash flow to meet our
capital needs. If our existing resources are insufficient to
satisfy our liquidity requirements, we may need to sell
additional equity or debt securities. Any sale of additional
equity or debt securities may result in additional dilution to
our stockholders, and we cannot be certain that additional
public or private financing will be available in amounts or on
terms acceptable to us, or at all. If we are unable to obtain
this additional financing, we may be required to delay, reduce
the scope of, or eliminate one or more aspects of our business
strategy, which could harm the growth of our business.
19
We
have limited operating experience, a history of net losses and
an accumulated deficit of $84.0 million at
December 31, 2005. We cannot guarantee if, when and the
extent that we will become profitable, or that we will be able
to maintain profitability once it is achieved.
Since inception, we have incurred losses every quarter and at
December 31, 2005, we had an accumulated deficit of
approximately $(84.0) million. We expect to incur
increasing operating expenses as we continue to grow our
business. Additionally, in the ESRD market, the cost of
manufacturing the System One and related disposables currently
exceeds the market price. We cannot provide assurance that we
will be able to lower the cost of manufacturing the System One
and related disposables below the current chronic market price,
that we will achieve profitability, when we will become
profitable, the sustainability of profitability should it occur,
or the extent to which we will be profitable. Our ability to
become profitable is dependent in part upon achieving a
sufficient scale of operations, obtaining improved purchasing
terms and the implementation of design and process improvements
to lower our costs of manufacturing our products.
Our dialysate preparation module, which we hope to introduce in
the chronic market during the third calendar quarter of 2006, is
an important part of our cost reduction plans. Any delay in our
plans to introduce that product, or any failure to gain rapid
market acceptance of that product, will impair our ability to
achieve profitability. We submitted an application for clearance
of our next generation of the dialysate preparation module to
the FDA in February 2006. We cannot be certain that the FDA will
clear our submission on a timely basis or that a delay in the
market introduction of this product will not occur. We also
cannot be certain that we will be able to gain rapid market
acceptance of this product after FDA clearance is obtained.
We
only recently began marketing our System One hemodialysis system
to dialysis clinics for the treatment of ESRD, and our success
will depend on our ability to achieve market acceptance of our
System One.
We only recently began marketing our System One for the
treatment of ESRD. Our products have limited product and brand
recognition and have only been used at a limited number of
dialysis clinics and hospitals. In the ESRD market, we will have
to convince four distinct constituencies involved in the choice
of dialysis therapy, namely operators of dialysis clinics,
nephrologists, dialysis nurses and patients, that our system
provides an effective alternative to other existing dialysis
equipment. Each of these constituencies will use different
considerations in reaching their decision. Lack of acceptance by
any of these constituencies will make it difficult for us to
grow our business. We may have difficulty gaining widespread or
rapid acceptance of the System One for a number of reasons
including:
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the failure by us to demonstrate to patients, operators of
dialysis clinics, nephrologists, dialysis nurses and others that
our product is equivalent or superior to existing therapy
options or, that the cost or risk associated with use of our
product is not greater than available alternatives;
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competition from products sold by companies with longer
operating histories and greater financial resources, more
recognizable brand names and better established distribution
networks and relationships with dialysis clinics;
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the ownership and operation of some dialysis providers by
companies that also manufacture and sell competitive dialysis
products;
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the introduction of competing products or treatments that may be
more effective, safer, easier to use or less expensive than ours;
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the number of patients willing and able to perform therapy
independently, outside of a traditional dialysis clinic, may be
smaller than we estimate; and
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the continued availability of satisfactory reimbursement from
healthcare payors, including Medicare.
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20
Current
Medicare reimbursement rates limit the price at which we can
market the System One, and adverse changes to reimbursement
could affect the adoption of the System One.
Our ability to attain profitability will be driven in part by
our ability to set or maintain adequate pricing for our System
One. As a result of legislation passed by the U.S. Congress
more than 30 years ago, Medicare provides comprehensive and
well-established reimbursement in the United States for ESRD.
With over 80% of U.S. ESRD patients covered by Medicare,
the reimbursement rate is an important factor in a potential
customers decision to use the System One and limits the
fee for which we can rent the System One and sell the related
disposable cartridges and treatment fluids. Current CMS rules
limit the number of hemodialysis treatments paid for by Medicare
to three times a week, unless there is medical justification for
additional treatments. Most patients using the System One in the
home treat themselves, with the help of a partner, up to six
times per week. To the extent that Medicare contractors elect
not to pay for the additional treatments, adoption of the System
One may be slowed.
Although changes to the composite rate have been relatively
infrequent, changes in Medicare reimbursement rates could
negatively affect demand for our products and the prices we
charge for them.
As we
evolve from a company primarily involved in the development of
dialysis products into one that is also involved in the
commercialization of those products, we may have difficulty
managing our growth and expanding our operations
successfully.
As the commercial launch of the System One continues, we will
need to expand our regulatory, manufacturing, sales and
marketing and on-going development capabilities or contract with
other organizations to provide these capabilities for us. As our
operations expand, we expect that we will need to manage
additional relationships with various partners, suppliers,
manufacturers and other organizations. Our ability to manage our
operations and growth requires us to continue to improve our
operational, financial and management controls and reporting
systems and procedures. Such growth could place a strain on our
administrative and operational infrastructure. We may not be
able to make improvements to our management information and
control systems in an efficient or timely manner and may
discover deficiencies in existing systems and controls.
We
compete against other dialysis equipment manufacturers with much
greater financial resources and better established products and
customer relationships, which may make it difficult for us to
penetrate the market and achieve significant sales of our
products.
Our System One competes directly against equipment produced by
Fresenius Medical Care AG, Baxter Healthcare Corporation, Gambro
AB, and others, each of which markets one or more FDA-cleared
medical devices for the treatment of acute or chronic kidney
failure. In addition, Aksys, Ltd. sells a hemodialysis machine,
which is also specifically cleared by the FDA for home use. Each
of our competitors offers products that have been in use for a
longer time than our products and are more widely recognized by
physicians, patients and providers. Most of our competitors have
significantly more financial and human resources, more
established sales, service and customer support infrastructures
and spend more on product development and marketing than we do.
Many of our competitors also have established relationships with
the providers of dialysis therapy and, in the case of Fresenius,
own and operate a chain of dialysis clinics. Most of these
companies manufacture additional complementary products enabling
them to offer a bundle of products and have established sales
forces and distribution channels that may afford them a
significant competitive advantage.
The market for our products is competitive, subject to change
and affected by new product introductions and other market
activities of industry participants, including increased
consolidation of ownership of clinics by large dialysis chains.
If we are successful, our competitors are likely to develop
products that offer features and functionality similar to our
System One. Improvements in existing competitive products or the
introduction of new competitive products may make it more
difficult for us to compete for sales, particularly if those
competitive products demonstrate better safety, convenience or
effectiveness or are offered at lower prices than our System
One. Our ability to successfully market our products could also
be adversely affected by
21
pharmacological and technological advances in preventing the
progression of ESRD
and/or in
the treatment of acute kidney failure or fluid overload. If we
are unable to compete effectively against existing and future
competitors and existing and future alternative treatments and
pharmacological and technological advances, it will be difficult
for us to penetrate the market and achieve significant sales of
our products.
The
two largest dialysis clinic chains in the United States are
affiliated with, or have contractual arrangements with, other
dialysis equipment manufacturers, which may present a barrier to
adoption of the System One at these chains.
Fresenius and DaVita own and operate the two largest chains of
dialysis clinics in the United States. Fresenius controls
approximately 35% of the U.S. dialysis clinics, on a pro
forma basis assuming the completion of its pending acquisition
of Renal Care Group and the completion of the recently announced
sale of 100 clinics to National Renal Institutes. Fresenius is
also the largest worldwide manufacturer of dialysis systems.
DaVita controls approximately 28% of the U.S. dialysis
clinics, and has entered into a preferred supplier agreement
with Gambro pursuant to which Gambro will provide a significant
majority of DaVitas dialysis equipment and supplies for a
period of at least 10 years. Each of Fresenius and DaVita
may choose to offer to patients in their dialysis clinics only
the dialysis equipment manufactured by them or their affiliates,
to offer the equipment they contractually agreed to offer or to
otherwise limit access to the equipment manufactured by
competitors. We are presently renting the System One to several
DaVita dialysis clinics. We cannot be sure that DaVita will
continue to rent the System One from us or that any future
decision by DaVita to stop using the System One would not
adversely affect our business.
If
kidney transplantation becomes a viable treatment option for
more patients with ESRD, the market for our System One may be
limited.
While kidney transplantation is the treatment of choice for most
ESRD patients, it is not currently a viable treatment for most
patients due to the limited number of donor kidneys, the high
incidence of kidney transplant rejection and the higher surgical
risk associated with older ESRD patients. According to the most
recent USRDS data, in 2002 approximately 15,700 patients
received kidney transplants in the United States. The
development of new medications designed to reduce the incidence
of kidney transplant rejection, progress in using kidneys
harvested from genetically engineered animals as a source of
transplants or any other advances in kidney transplantation
could limit the market for our System One.
If we
are unable to convince hospitals and healthcare providers of the
benefits of our products for the treatment of acute kidney
failure and fluid overload, we may not be successful in
penetrating the critical care market.
We sell the System One for use in the treatment of acute kidney
failure and fluid overload associated with, among other
conditions, congestive heart failure. Physicians currently treat
most acute kidney failure patients using conventional
hemodialysis systems or dialysis systems designed specifically
for use in the ICU. We will need to convince hospitals and
healthcare providers that using the System One is as effective
as using conventional hemodialysis systems or ICU specific
dialysis systems for treating acute kidney failure and that it
provides advantages over conventional systems or other ICU
specific systems because of its significantly smaller size and
ease of operation.
Fluid overload resulting from congestive heart failure is most
often treated with a variety of drugs rather than with
ultrafiltration because ultrafiltration is a less well-known,
less studied treatment option and as a result, there is a lack
of clinical evidence to support its effectiveness. Because the
System One would be used to deliver ultrafiltration, we will
need to convince hospitals, healthcare providers and third-party
payors that ultrafiltration using the System One is as effective
and cost-efficient as existing treatments for fluid overload
resulting from congestive heart failure.
22
We are
subject to the risk of costly and damaging product liability
claims and may not be able to maintain sufficient product
liability insurance to cover claims against us.
If our System One is found to have caused or contributed to
injuries or deaths, we could be held liable for substantial
damages. Claims of this nature may also adversely affect our
reputation, which could damage our position in the market. As is
the case with a number of other medical device companies, it is
likely that product liability claims will be brought against us.
Since their introduction into the market, our products have been
subject to two voluntary recalls and one voluntary product
withdrawal. Our first voluntary recall occurred in February 2001
in Canada and related to a software glitch that we detected in
our predecessor system, which could have increased the
likelihood of a clotted filter during treatment. There were no
patient injuries associated with this recall, and the software
glitch was remedied with a subsequent software release. The
second voluntary recall occurred in April 2004 in the United
States relating to pinhole-sized dialysate leaks in our
cartridge. The leaks were readily observable and required a
cartridge replacement to continue treatment. There were no
patient injuries associated with this recall; we subsequently
switched suppliers and instituted additional testing
requirements to minimize the chance for pinhole-sized leaks in
our cartridges. The voluntary market withdrawal occurred in the
United States in May 2002 when we suspended sales of our
predecessor system while we addressed issues involving limited
instances of contaminated hemofiltration fluids compounded by a
pharmacy and supplied by a third-party. Six patients exposed to
contaminated fluids reported fevers
and/or
chills, with no lasting clinical effect. We subsequently
modified our cartridge to allow for an additional filter to
remove contaminants from fluids used with our product. Our
products may be subject to further recalls or withdrawals, which
could increase the likelihood of product liability claims. We
have also received several reports of operator error from both
patients in the home hemodialysis setting and nurses in the
critical care setting. Instances of operator error could also
increase the likelihood of product liability claims.
Although we maintain insurance, including product liability
insurance, we cannot provide assurance that any claim that may
be brought against us will not result in court judgments or
settlements in amounts that are in excess of the limits of our
insurance coverage. Our insurance policies also have various
exclusions, and we may be subject to a product liability claim
for which we have no coverage. We will have to pay any amounts
awarded by a court or negotiated in a settlement that exceed our
coverage limitations or that are not covered by our insurance.
Any product liability claim brought against us, with or without
merit, could result in the increase of our product liability
insurance rates or the inability to secure additional insurance
coverage in the future. A product liability claim, whether
meritorious or not, could be time consuming, distracting and
expensive to defend and could result in a diversion of
management and financial resources away from our primary
business, in which case our business may suffer.
We
have had limited sales, marketing, customer service and
distribution experience. We need to expand our sales and
marketing, customer service and distribution infrastructures to
be successful in penetrating the dialysis market.
We currently market and sell the System One through our own
sales force, and we have had limited experience in sales,
marketing and distribution of dialysis products. As of
December 31, 2005, we had 65 employees in our sales,
marketing and distribution organization, including 20 direct
sales representatives. We plan to expand our sales, marketing,
customer service and distribution infrastructures. We cannot
provide assurance that we will be able to attract experienced
personnel to our early-stage company and build an adequate sales
and marketing, customer service and distribution staff or that
the cost will not be prohibitive.
We
face risks associated with having international manufacturing
operations, and if we are unable to manage these risks
effectively, our business could suffer.
In addition to our operations in Lawrence, Massachusetts, we
operate a manufacturing facility in Rosdorf, Germany and we
purchase components and supplies from foreign vendors. We are
subject to a number of risks and challenges that specifically
relate to these international operations, and we may not be
successful if we are
23
unable to meet and overcome these challenges. These risks
include fluctuations in foreign currency exchange rates that may
increase the U.S. dollar cost of the disposables we
purchase from foreign third-party suppliers, costs associated
with sourcing and shipping goods internationally, difficulty
managing operations in multiple locations and local regulations
that may restrict or impair our ability to conduct our
operations.
Risks
Related to the Regulatory Environment
We are
subject to significant regulation, primarily by the FDA. We
cannot market or commercially distribute our products without
obtaining and maintaining necessary regulatory clearances or
approvals.
Our System One and related products, including the disposables
required for its use, are all medical devices subject to
extensive regulation in the United States, and in foreign
markets we may wish to enter. To market a medical device in the
United States, approval or clearance by the FDA is required,
either through the pre-market approval process or the 510(k)
clearance process. We have obtained the FDA clearances necessary
to sell our current products under the 510(k) clearance process.
Medical devices may only be promoted and sold for the
indications for which they are approved or cleared. In addition,
even if the FDA has approved or cleared a product, it can take
action affecting such product approvals or clearances if serious
safety or other problems develop in the marketplace. We may be
required to obtain 510(k) clearances or pre-market approvals for
additional products, product modifications, or for new
indications for the System One. We cannot provide assurance that
such clearances or approvals would be forthcoming, or, if
forthcoming, what the timing and expense of obtaining such
clearances or approvals might be. Delays in obtaining clearances
or approvals could adversely affect our ability to introduce new
products or modifications to our existing products in a timely
manner, which would delay or prevent commercial sales of our
products.
Modifications
to our marketed devices may require new regulatory clearances or
pre-market approvals, or may require us to cease marketing or
recall the modified devices until clearances or approvals are
obtained.
Any modifications to a 510(k) cleared device that could
significantly affect its safety or effectiveness, or would
constitute a major change in its intended use, requires the
submission of another pre-market notification to address the
change. Although in the first instance we may determine that a
change does not rise to a level of significance that would
require us to make a pre-market notification submission, the FDA
may disagree with us and can require us to submit a 510(k) for a
significant technological change or major change or modification
in intended use, despite a documented rationale for not
submitting a pre-market notification. We have modified various
aspects of the System One and have filed and received clearance
from the FDA with respect to some of the changes in the design
of our products. If the FDA requires us to submit a 510(k) for
any modification to a previously cleared device, or in the
future a device that has received 510(k) clearance, we may be
required to cease marketing the device, recall it, and not
resume marketing until we obtain clearance from the FDA for the
modified version of the device. Also, we may be subject to
regulatory fines, penalties
and/or other
sanctions authorized by the Federal Food, Drug, and Cosmetic
Act. In the future, we intend to introduce new products and
enhancements and improvements to existing products. We cannot
provide assurance that the FDA will clear any new product or
product changes for marketing or what the timing of such
clearances might be. In addition, new products or significantly
modified marketed products could be found to be not
substantially equivalent and classified as products requiring
the FDAs approval of a pre-market approval application, or
PMA, before commercial distribution would be permissible. PMAs
usually require substantially more data than 510(k) submissions
and their review and approval or denial typically takes
significantly longer than a substantially equivalent 510(k)
decision. Also, PMA products require approval supplements for
any change that affects safety and effectiveness before the
modified device may be marketed. Delays in our receipt of
regulatory clearance or approval will cause delays in our
ability to sell our products, which will have a negative effect
on our revenues growth.
24
Even
if we obtain the necessary FDA clearances or approvals, if we or
our suppliers fail to comply with ongoing regulatory
requirements our products could be subject to restrictions or
withdrawal from the market.
We are subject to the Medical Device Reporting, or MDR,
regulations that require us to report to the FDA if our products
may have caused or contributed to patient death or serious
injury, or if our device malfunctions and a recurrence of the
malfunction would likely result in a death or serious injury. We
must also file reports of device corrections and removals and
adhere to the FDAs rules on labeling and promotion. Our
failure to comply with these or other applicable regulatory
requirements could result in enforcement action by the FDA,
which may include any of the following:
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untitled letters, warning letters, fines, injunctions and civil
penalties;
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administrative detention, which is the detention by the FDA of
medical devices believed to be adulterated or misbranded;
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customer notification, or orders for repair, replacement or
refund;
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voluntary or mandatory recall or seizure of our products;
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operating restrictions, partial suspension or total shutdown of
production;
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refusal to review pre-market notification or pre-market approval
submissions;
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rescission of a substantial equivalence order or suspension or
withdrawal of a pre-market approval; and
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criminal prosecution.
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Our
products are subject to market withdrawals or product recalls
after receiving FDA clearance or approval, and market
withdrawals and product recalls could cause the price of our
stock to decline and expose us to product liability or other
claims or could otherwise harm our reputation and financial
results.
Complex medical devices, such as the System One, can experience
performance problems in the field that require review and
possible corrective action by us or the product manufacturer. We
cannot provide assurance that component failures, manufacturing
errors, design defects
and/or
labeling inadequacies, which could result in an unsafe condition
or injury to the operator or the patient will not occur. These
could lead to a government mandated or voluntary recall by us.
The FDA has the authority to require the recall of our products
in the event a product presents a reasonable probability that it
would cause serious adverse health consequences or death.
Similar regulatory agencies in other countries have similar
authority to recall devices because of material deficiencies or
defects in design or manufacture that could endanger health. We
believe that the FDA would request that we initiate a voluntary
recall if a product was defective or presented a risk of injury
or gross deception. Any recall would divert management attention
and financial resources, could cause the price of our stock to
decline and expose us to product liability or other claims and
harm our reputation with customers. A recall involving the
System One could be particularly harmful to our business and
financial results, because the System One is our only product.
If we
or our contract manufacturers fail to comply with FDAs
Quality System regulations, our manufacturing operations could
be interrupted, and our product sales and operating results
could suffer.
Our finished goods manufacturing processes, and those of some of
our contract manufacturers, are required to comply with the
FDAs Quality System regulations, or QSRs, which cover the
procedures and documentation of the design, testing, production,
control, quality assurance, labeling, packaging, sterilization,
storage and shipping of our devices. The FDA enforces its QSRs
through periodic unannounced inspections of manufacturing
facilities. We and our contract manufacturers have been, and
anticipate in the future being, subject to such inspections. Our
U.S. manufacturing facility has previously had two FDA QSR
inspections. The first resulted in one observation, which was
rectified during the inspection and required no further response
from us. The second inspection resulted in no observations. We
cannot provide assurance that any
25
future inspections would have the same result. If one of our
manufacturing facilities or those of any of our contract
manufacturers fails to take satisfactory corrective action in
response to an adverse QSR inspection, FDA could take
enforcement action, including issuing a public warning letter,
shutting down our manufacturing operations, recalling of our
products, refusing to approve new marketing applications,
instituting legal proceedings to detain or seize products or
imposing civil or criminal penalties or other sanctions, any of
which could cause our business and operating results to suffer.
Changes
in reimbursement for treatment for ESRD could affect the
adoption of our System One and the level of our future product
revenues.
In the United States, all patients who suffer from ESRD,
regardless of age, are eligible for coverage under Medicare,
after a requisite waiting period if other insurance is
available. As a result, more than 80% of patients with ESRD are
covered by Medicare. Although we rent and sell our products to
hospitals, dialysis centers and other healthcare providers and
not directly to patients, the reimbursement rate for ESRD
treatments is an important factor in a potential customers
decision to purchase the System One. The dialysis centers that
purchase our product rely on adequate third-party payor coverage
and reimbursement to maintain their ESRD facilities. There is
some regional variation in the composite rate for dialysis
services, but the national average rate is currently
approximately $155 per treatment, which is intended to
cover most items and services related to the treatment of ESRD,
but does not include payment for physician services or
separately billable laboratory services or drugs. Although
Congress has periodically adjusted the composite rate, changes
have been infrequent. Changes in Medicare reimbursement rates
could negatively affect demand for our products and the prices
we charge for them.
Most ESRD patients who use our product for dialysis therapy in
the home treat themselves six times per week. CMS rules,
however, limit the number of hemodialysis treatments paid for by
Medicare to three a week, unless there is medical justification
for the additional treatments. The determination of medical
justification must be made at the local Medicare contractor
level on a
case-by-case
basis. If daily therapy is prescribed, a clinics decision
as to how much it is willing to spend on dialysis equipment and
services will be at least partly dependent on whether Medicare
will reimburse more than three treatments per week for the
clinics patients.
Unlike Medicare reimbursement for ESRD, Medicare only reimburses
healthcare providers for acute kidney failure and fluid overload
treatment if the patient is otherwise eligible for Medicare,
based on age or disability. Medicare and many other third party
payors and private insurers reimburse these treatments provided
to hospital inpatients under a traditional diagnosis related
system. Under this system, reimbursement is determined based on
a patients primary diagnosis and is intended to cover all
costs of treating the patient. The presence of acute kidney
failure or fluid overload increases the severity of the primary
diagnosis and, accordingly, may increase the amount reimbursed.
For care of these patients to be cost-effective, hospitals must
manage the longer hospitalization stays and significantly more
nursing time typically necessary for patients with acute kidney
failure and fluid overload. If we are unable to convince
hospitals that our System One provides a cost-effective
treatment alternative under this diagnosis related group
reimbursement system, they may not purchase our product.
Legislative
or regulatory reform of the healthcare system may affect our
ability to sell our products profitably.
In both the United States and foreign countries, there have been
legislative and regulatory proposals to change the healthcare
system in ways that could affect our ability to sell our
products profitably. The federal government and some states have
enacted healthcare reform legislation, and further federal and
state proposals are likely. We cannot predict the exact form
this legislation may take, the probability of passage, and the
ultimate effect on NxStage. Our business could be adversely
affected by future healthcare reforms or changes in Medicare.
26
Failure
to obtain regulatory approval in foreign jurisdictions would
prevent us from marketing our products outside the United
States.
Although we have not initiated any marketing efforts in
jurisdictions outside of the United States and Canada, we intend
in the future to market our products in other markets. In order
to market our products in the European Union or other foreign
jurisdictions, we must obtain separate regulatory approvals and
comply with numerous and varying regulatory requirements. The
approval procedure varies from country to country and can
involve additional testing. The time required to obtain approval
abroad may be longer than the time required to obtain FDA
clearance. The foreign regulatory approval process includes many
of the risks associated with obtaining FDA clearance and we may
not obtain foreign regulatory approvals on a timely basis, if at
all. FDA clearance does not ensure approval by regulatory
authorities in other countries, and approval by one foreign
regulatory authority does not ensure approval by regulatory
authorities in other foreign countries. We may not be able to
file for regulatory approvals and may not receive necessary
approvals to commercialize our products in any market outside
the United States, which could negatively effect our overall
market penetration.
We
currently have obligations under our contracts with dialysis
clinics to protect the privacy of patient health
information.
In the course of performing our business we obtain, from time to
time, confidential patient health information. For example, we
learn patient names and addresses when we ship our System One
supplies to home hemodialysis patients. We may learn patient
names and be exposed to confidential patient health information
when we provide training on System One operations to our
customers staff. Our home hemodialysis patients may also
call our customer service representatives directly and, during
the call, disclose confidential patient health information.
U.S. Federal and state laws protect the confidentiality of
certain patient health information, in particular individually
identifiable information, and restrict the use and disclosure of
that information. At the federal level, the Department of Health
and Human Services promulgated health information and privacy
and security rules under HIPAA. At this time, we are not a HIPAA
covered entity and consequently are not directly subject to
HIPAA. However, we have entered into several business associate
agreements with covered entities that contain commitments to
protect the privacy and security of patients health
information and, in some instances, require that we indemnify
the covered entity for any claim, liability, damage, cost or
expense arising out of or in connection with a breach of the
agreement by NxStage. If we were to violate one of these
agreements, we could lose customers and be exposed to liability
and/or our
reputation and business could be harmed. In addition, conduct by
a person that is not a covered entity could potentially be
prosecuted under aiding and abetting or conspiracy laws if there
is an improper disclosure or misuse of patient information.
Many state laws apply to the use and disclosure of health
information, which could affect the manner in which we conduct
our business. Such laws are not necessarily preempted by HIPAA,
in particular those laws that afford greater protection to the
individual than does HIPAA. Such state laws typically have their
own penalty provisions, which could be applied in the event of
an unlawful action affecting health information.
We are
subject to federal and state laws prohibiting
kickbacks and false and fraudulent claims which, if
violated, could subject us to substantial penalties.
Additionally, any challenges to or investigation into our
practices under these laws could cause adverse publicity and be
costly to respond to, and thus could harm our
business.
The Medicare/ Medicaid anti-kickback laws, and several similar
state laws, prohibit payments that are intended to induce
physicians or others either to refer patients or to acquire or
arrange for or recommend the acquisition of healthcare products
or services. These laws affect our sales, marketing and other
promotional activities by limiting the kinds of financial
arrangements, including sales programs, we may have with
hospitals, physicians or other potential purchasers or users of
medical devices. In particular, these laws influence, among
other things, how we structure our sales and rental offerings,
including discount practices, customer support, education and
training programs and physician consulting and other service
arrangements. Although we seek to structure such arrangements in
compliance with applicable requirements, these laws are
27
broadly written, and it is often difficult to determine
precisely how these laws will be applied in specific
circumstances. If one of our sales representatives were to offer
an inappropriate inducement to purchase our System One to a
customer, we could be subject to a claim under the Medicare/
Medicaid anti-kickback laws.
Other federal and state laws generally prohibit individuals or
entities from knowingly presenting, or causing to be presented,
claims for payments from Medicare, Medicaid or other third-party
payors that are false or fraudulent, or for items or services
that were not provided as claimed. Although we do not submit
claims directly to payors, manufacturers can be held liable
under these laws if they are deemed to cause the
submission of false or fraudulent claims by providing inaccurate
billing or coding information to customers, or through certain
other activities. In providing billing and coding information to
customers, we make every effort to ensure that the billing and
coding information furnished is accurate and that treating
physicians understand that they are responsible for all billing
and prescribing decisions, including the decision as to whether
to order dialysis services more frequently than three times per
week. Nevertheless, we cannot provide assurance that the
government will regard any billing errors that may be made as
inadvertent or that the government will not examine our role in
providing information to our customers concerning the benefits
of daily therapy. Anti-kickback and false claims laws prescribe
civil, criminal and administrative penalties for noncompliance,
which can be substantial. Moreover, an unsuccessful challenge or
investigation into our practices could cause adverse publicity,
and be costly to respond to, and thus could harm our business
and results of operations.
Foreign
governments tend to impose strict price controls, which may
adversely affect our future profitability.
Although we have not initiated any marketing efforts in
jurisdictions outside of the United States and Canada, we intend
in the future to market our products in other markets. In some
foreign countries, particularly in the European Union, the
pricing of medical devices is subject to governmental control.
In these countries, pricing negotiations with governmental
authorities can take considerable time after the receipt of
marketing approval for a product. To obtain reimbursement or
pricing approval in some countries, we may be required to supply
data that compares the cost-effectiveness of the System One to
other available therapies. If reimbursement of our products is
unavailable or limited in scope or amount, or if pricing is set
at unsatisfactory levels, it may not be profitable to sell our
products outside of the United States, which would negatively
affect the long-term growth of our business.
Our
business activities involve the use of hazardous materials,
which require compliance with environmental and occupational
safety laws regulating the use of such materials. If we violate
these laws, we could be subject to significant fines,
liabilities or other adverse consequences.
Our research and development programs as well as our
manufacturing operations involve the controlled use of hazardous
materials. Accordingly, we are subject to federal, state and
local laws governing the use, handling and disposal of these
materials. Although we believe that our safety procedures for
handling and disposing of these materials comply in all material
respects with the standards prescribed by state and federal
regulations, we cannot completely eliminate the risk of
accidental contamination or injury from these materials. In the
event of an accident or failure to comply with environmental
laws, we could be held liable for resulting damages, and any
such liability could exceed our insurance coverage.
Risks
Related to Operations
We
depend on the services of our senior executives and certain key
engineering, scientific, clinical and marketing personnel, the
loss of whom could negatively affect our business.
Our success depends upon the skills, experience and efforts of
our senior executives and other key personnel, including our
chief executive officer, certain members of our engineering
staff, our marketing executives and managers and our clinical
educators. Much of our corporate expertise is concentrated in
relatively few employees, the loss of which for any reason could
negatively affect our business. Competition for our highly
skilled employees is intense and we cannot prevent the
resignation of any employee. We have
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agreements with all of our executive officers that contain
non-competition provisions that may prevent a former employee of
ours from working for a competitor for a period of time;
however, these clauses may not be enforceable, or enforceable
only in part, or the company may choose not to seek enforcement.
We do not maintain key man life insurance on any of
our senior executives, other than our chief executive officer.
We
obtain some of the components, subassemblies and completed
products included in the System One from a single source or a
limited group of manufacturers or suppliers, and the partial or
complete loss of one of these manufacturers or suppliers could
cause significant production delays, an inability to meet
customer demand and a substantial loss in
revenues.
We depend on single source suppliers for some of the components
and subassemblies we use in the System One. KMC Systems, Inc. is
our only contract manufacturer of the System One cycler; B.
Braun Medizintechnologie GmbH is our only supplier of
bicarbonate-based dialysate used with the System One; Membrana
GmbH is our only supplier of the fiber used in our filters; PISA
is a primary supplier of lactate-based dialysate and Medisystems
Corporation is our primary supplier of tubing and certain other
components used in the System One disposable cartridge, and will
soon be our sole supplier of chronic disposable cartridges. We
also obtain certain other components included in the System One
from other single source suppliers or a limited group of
suppliers. Medisystems is a related party to NxStage. David
Utterberg, the chief executive officer and sole stockholder of
Medisystems, is a member of our board of directors and as of
December 31, 2005, held approximately 9.3% of our common
stock. Our dependence on single source suppliers of components,
subassemblies and finished goods exposes us to several risks,
including disruptions in supply, price increases, late
deliveries, or an inability to meet customer demand. This could
lead to customer dissatisfaction, damage to our reputation, or
cause customers to switch to competitive products. Any
interruption in supply could be particularly damaging to our
customers using the System One to treat chronic ESRD and who
need weekly access to the System One and related disposables.
Finding alternative sources for these components and
subassemblies would be difficult in many cases and may entail a
significant amount of time and disruption. In some cases, we
would need to change the components or subassemblies if we
sourced them from an alternative supplier. This, in turn, could
require a redesign of our System One and, potentially, further
FDA clearance or approval of any modification, thereby causing
further costs and delays.
We do not
have long-term supply contracts with many of our third-party
suppliers.
We purchase components and subassemblies from third-party
suppliers, including some of our single source suppliers,
through purchase orders and do not have long-term supply
contracts with many of these third-party suppliers. Many of our
third-party suppliers, therefore, are not obligated to perform
services or supply products to us for any specific period, in
any specific quantity or at any specific price, except as may be
provided in a particular purchase order. We do not maintain
large volumes of inventory from most of these suppliers. If we
inaccurately forecast demand for components or subassemblies,
our ability to manufacture and commercialize the System One
could be delayed and our competitive position and reputation
could be harmed. In addition, if we fail to effectively manage
our relationships with these suppliers, we may be required to
change suppliers which would be time consuming and disruptive.
Risks
Related to Intellectual Property
If we
are unable to protect our intellectual property and prevent its
use by third parties, we will lose a significant competitive
advantage.
We rely on patent protection, as well as a combination of
copyright, trade secret and trademark laws to protect our
proprietary technology and prevent others from duplicating our
products. However, these means may afford only limited
protection and may not:
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prevent our competitors from duplicating our products;
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prevent our competitors from gaining access to our proprietary
information and technology; or
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permit us to gain or maintain a competitive advantage.
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Any of our patents may be challenged, invalidated, circumvented
or rendered unenforceable. We cannot provide assurance that we
will be successful should one or more of our patents be
challenged for any reason. If our patent claims are rendered
invalid or unenforceable, or narrowed in scope, the patent
coverage afforded our products could be impaired, which could
make our products less competitive.
As of December 31, 2005, we had 66 pending patent
applications, including foreign, international and
U.S. applications, and 20 U.S. and international issued
patents. We cannot specify which of these patents individually
or as a group will permit us to gain or maintain a competitive
advantage. We cannot provide assurance that any pending or
future patent applications we hold will result in an issued
patent or that if patents are issued to us, that such patents
will provide meaningful protection against competitors or
against competitive technologies. The issuance of a patent is
not conclusive as to its validity or enforceability. The United
States federal courts or equivalent national courts or patent
offices elsewhere may invalidate our patents or find them
unenforceable. Competitors may also be able to design around our
patents. Our patents and patent applications cover particular
aspects of our products. Other parties may develop and obtain
patent protection for more effective technologies, designs or
methods for treating kidney failure. If these developments were
to occur, it would likely have an adverse effect on our sales.
The laws of foreign countries may not protect our intellectual
property rights effectively or to the same extent as the laws of
the United States. If our intellectual property rights are not
adequately protected, we may not be able to commercialize our
technologies, products or services and our competitors could
commercialize similar technologies, which could result in a
decrease in our revenues and market share.
Our
products could infringe the intellectual property rights of
others, which may lead to litigation that could itself be
costly, could result in the payment of substantial damages or
royalties,
and/or
prevent us from using technology that is essential to our
products.
The medical device industry in general has been characterized by
extensive litigation and administrative proceedings regarding
patent infringement and intellectual property rights. Products
to provide kidney replacement therapy have been available in the
market for more than 30 years and our competitors hold a
significant number of patents relating to kidney replacement
devices, therapies, products and supplies. Although no third
party has threatened or alleged that our products or methods
infringe their patents or other intellectual property rights, we
cannot provide assurance that our products or methods do not
infringe the patents or other intellectual property rights of
third parties. If our business is successful, the possibility
may increase that others will assert infringement claims against
us.
Infringement and other intellectual property claims and
proceedings brought against us, whether successful or not, could
result in substantial costs and harm to our reputation. Such
claims and proceedings can also distract and divert management
and key personnel from other tasks important to the success of
the business. In addition, intellectual property litigation or
claims could force us to do one or more of the following:
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cease selling or using any of our products that incorporate the
asserted intellectual property, which would adversely affect our
revenues;
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pay substantial damages for past use of the asserted
intellectual property;
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obtain a license from the holder of the asserted intellectual
property, which license may not be available on reasonable
terms, if at all and which could reduce profitability; and
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redesign or rename, in the case of trademark claims, our
products to avoid infringing the intellectual property rights of
third parties, which may not be possible and could be costly and
time-consuming if it is possible to do so.
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Confidentiality
agreements with employees and others may not adequately prevent
disclosure of trade secrets and other proprietary
information.
In order to protect our proprietary technology and processes, we
also rely in part on confidentiality agreements with our
corporate partners, employees, consultants, outside scientific
collaborators and sponsored
30
researchers, advisors and others. These agreements may not
effectively prevent disclosure of confidential information and
trade secrets and may not provide an adequate remedy in the
event of unauthorized disclosure of confidential information. In
addition, others may independently discover or reverse engineer
trade secrets and proprietary information, and in such cases we
could not assert any trade secret rights against such party.
Costly and time consuming litigation could be necessary to
enforce and determine the scope of our proprietary rights, and
failure to obtain or maintain trade secret protection could
adversely affect our competitive position.
We may
be subject to damages resulting from claims that our employees
or we have wrongfully used or disclosed alleged trade secrets of
other companies.
Many of our employees were previously employed at other medical
device companies focused on the development of dialysis
products, including our competitors. Although no claims against
us are currently pending, we may be subject to claims that these
employees or we have inadvertently or otherwise used or
disclosed trade secrets or other proprietary information of
their former employers. Litigation may be necessary to defend
against these claims. If we fail in defending such claims, in
addition to paying monetary damages, we may lose valuable
intellectual property rights. Even if we are successful in
defending against these claims, litigation could result in
substantial costs, damage to our reputation and be a distraction
to management.
Risks
Related to Ownership
Our
stock price is likely to be volatile, and the market price of
our common stock may drop.
The market price of our common stock could be subject to
significant fluctuations. Market prices for securities of early
stage companies have historically been particularly volatile. As
a result of this volatility, you may not be able to sell your
common stock at or above the price you paid for the stock. Some
of the factors that may cause the market price of our common
stock to fluctuate include:
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timing of market acceptance of our products;
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timing of achieving profitability and positive cash flow from
operations;
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changes in estimates of our financial results or recommendations
by securities analysts or the failure to meet or exceed
securities analysts expectations;
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actual or anticipated variations in our quarterly operating
results;
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reports by officials or health or medical authorities, the
general media or the FDA regarding the potential benefits of the
System One or of similar dialysis products distributed by other
companies or of daily or home dialysis;
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announcements by the FDA of non-clearance or non-approval of our
products, or delays in the FDA or other foreign regulatory
agency review process;
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product recalls;
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regulatory developments in the United States and foreign
countries;
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changes in third-party healthcare reimbursements, particularly a
decline in the level of Medicare reimbursement for dialysis
treatments;
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litigation involving our company or our general industry or both;
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announcements of technical innovations or new products by us or
our competitors;
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developments or disputes concerning our patents or other
proprietary rights;
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our ability to manufacture and supply our products to commercial
standards;
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significant acquisitions, strategic partnerships, joint ventures
or capital commitments by us or our competitors;
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departures of key personnel; and
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investors general perception of our company, our products,
the economy and general market conditions.
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The stock markets in general have experienced substantial
volatility that has often been unrelated to the operating
performance of individual companies. These broad market
fluctuations may adversely affect the trading price of our
common stock.
In the past, following periods of volatility in the market price
of a companys securities, stockholders have often
instituted class action securities litigation against those
companies. Such litigation, if instituted, could result in
substantial costs and diversion of management attention and
resources, which could significantly harm our profitability and
reputation.
Our
executive officers, directors and current and principal
stockholders own a large percentage of our voting common stock
and could limit new stockholders influence on corporate
decisions or could delay or prevent a change in corporate
control.
Our directors, executive officers and current holders of more
than 5% of our outstanding common stock, together with their
affiliates and related persons, beneficially own, in the
aggregate, approximately 53% of our outstanding common stock. As
a result, these stockholders, if acting together, will have the
ability to determine the outcome of all matters submitted to our
stockholders for approval, including the election and removal of
directors and any merger, consolidation or sale of all or
substantially all of our assets and other extraordinary
transactions. The interests of this group of stockholders may
not always coincide with our corporate interests or the
interests of other stockholders, and they may act in a manner
with which you may not agree or that may not be in the best
interests of other stockholders. This concentration of ownership
may have the effect of:
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delaying, deferring or preventing a change in control of our
company;
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entrenching our management
and/or board;
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impeding a merger, consolidation, takeover or other business
combination involving our company; or
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discouraging a potential acquirer from making a tender offer or
otherwise attempting to obtain control of our company.
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Anti-takeover
provisions in our restated certificate of incorporation and
amended and restated bylaws and under Delaware law could make an
acquisition of us more difficult and may prevent attempts by our
stockholders to replace or remove our current
management.
Provisions in our restated certificate of incorporation and our
amended and restated bylaws may delay or prevent an acquisition
of us. In addition, these provisions may frustrate or prevent
attempts by our stockholders to replace or remove members of our
board of directors. Because our board of directors is
responsible for appointing the members of our management team,
these provisions could in turn affect any attempt by our
stockholders to replace current members of our management team.
These provisions include:
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a prohibition on actions by our stockholders by written consent;
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the ability of our board of directors to issue preferred stock
without stockholder approval, which could be used to institute a
poison pill that would work to dilute the stock
ownership of a potential hostile acquirer, effectively
preventing acquisitions that have not been approved by our board
of directors;
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advance notice requirements for nominations of directors or
stockholder proposals; and
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the requirement that board vacancies be filled by a majority of
our directors then in office.
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In addition, because we are incorporated in Delaware, we are
governed by the provisions of Section 203 of the Delaware
General Corporation Law, which prohibits a person who owns in
excess of 15% of our outstanding voting stock from merging or
combining with us for a period of three years after the date of
the transaction in which the person acquired in excess of 15% of
our outstanding voting stock, unless the merger
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or combination is approved in a prescribed manner. These
provisions would apply even if the offer may be considered
beneficial by some stockholders.
If
there are substantial sales of our common stock in the market by
our existing stockholders, our stock price could
decline.
If our existing stockholders sell a large number of shares of
our common stock or the public market perceives that existing
stockholders might sell shares of common stock, the market price
of our common stock could decline significantly. We have
21,176,554 shares of common stock outstanding as of
December 31, 2005. Shares held by our affiliates may only
be sold in compliance with the volume limitations of
Rule 144. These volume limitations restrict the number of
shares that may be sold by an affiliate in any three-month
period to the greater of 1% of the number of shares then
outstanding, which approximates 211,766 shares, or the
average weekly trading volume of our common stock during the
four calendar weeks preceding the filing of a notice on
Form 144 with respect to the sale. Approximately
14,692,000 shares, or 69.4%, of our outstanding shares are
currently restricted as a result of securities laws or
lock-up
agreements. In connection with our initial public offering of
common stock, officers, directors and a substantial majority of
our other stockholders agreed, with exceptions, not to sell or
transfer any common stock until April 24, 2006, subject to
extension by up to an additional 34 days by Merrill Lynch,
Pierce, Fenner & Smith Incorporated. Upon expiration or
termination of these
lock-up
agreements, approximately 2,900,000 shares of common stock
will be freely tradeable.
Subject to certain conditions, holders of an aggregate of
approximately 13,401,000 shares of common stock have rights
with respect to the registration of these shares of common stock
with the SEC. If we register their shares of common stock
following the expiration of the
lock-up
agreements, they can sell those shares in the public market.
As of December 31, 2005, 2,683,286 shares were subject
to outstanding options, of which 1,448,571 were exercisable and
which can be freely sold in the public market upon issuance,
subject to the
lock-up
agreements referred to above and the restrictions imposed on our
affiliates under Rule 144.
Our
costs have increased significantly as a result of operating as a
public company, and our management is required to devote
substantial time to comply with public company
regulations.
As a public company, we incur significant legal, accounting and
other expenses that we did not incur as a private company. In
addition, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley
Act, as well as new rules subsequently implemented by the SEC
and the NASDAQ National Market, have imposed various new
requirements on public companies, including changes in corporate
governance practices. Our management and other personnel now
need to devote a substantial amount of time to these new
requirements. Moreover, these rules and regulations increase our
legal and financial compliance costs and make some activities
more time-consuming and costly.
In addition, the Sarbanes-Oxley Act requires, among other
things, that we maintain effective internal controls for
financial reporting and disclosure controls and procedures. In
particular, commencing in fiscal 2006, we must perform system
and process evaluation and testing of our internal controls over
financial reporting to allow management and our independent
registered public accounting firm to report on the effectiveness
of our internal controls over financial reporting, as required
by Section 404 of the Sarbanes-Oxley Act. Our compliance
with Section 404 will require that we incur substantial
accounting expense and expend significant management efforts. If
we are not able to comply with the requirements of
Section 404 in a timely manner, or if we or our independent
registered public accounting firm identify deficiencies in our
internal controls over financial reporting that are deemed to be
material weaknesses, the market price of our stock could decline
and we could be subject to sanctions or investigations by the
NASDAQ National Market, SEC or other regulatory authorities.
33
We do
not anticipate paying cash dividends, and accordingly
stockholders must rely on stock appreciation for any return on
their investment in us.
We anticipate that we will retain our earnings for future growth
and therefore do not anticipate paying cash dividends in the
future. As a result, only appreciation of the price of our
common stock will provide a return to investors. Investors
seeking cash dividends should not invest in our common stock.
|
|
Item 1B.
|
Unresolved
Staff Comments
|
Not Applicable.
We are headquartered in Lawrence, Massachusetts, where we lease
approximately 45,000 square feet under a lease expiring in
2012. We also lease approximately 24,000 square feet of
warehousing and manufacturing space in North Andover,
Massachusetts and 5,000 square feet of manufacturing and
office space in Rosdorf, Germany, under leases expiring in 2012
and 2006, respectively. We believe that our existing facilities
are adequate for our current needs and that suitable additional
or alternative space will be available at such time as it
becomes needed on commercially reasonable terms.
|
|
Item 3.
|
Legal
Proceedings
|
From time to time we may be a party to various legal proceedings
arising in the ordinary course of our business. We are not
currently subject to any material legal proceedings.
|
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders
|
The information contained in the Section Submission of
Matters to a Vote of Security Holders of the
Companys Quarterly Report on
Form 10-Q
for the Third Quarter of 2005, and filed with the SEC in
December 2005, is incorporated in this Annual Report or
Form 10-K
by reference.
EXECUTIVE
OFFICERS OF THE REGISTRANT
Executive
Officers
The following is a list of names, ages and background of our
current executive officers:
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
Jeffrey H. Burbank
|
|
|
43
|
|
|
President, Chief Executive Officer
|
David N. Gill
|
|
|
51
|
|
|
Senior Vice President, Chief
Financial Officer and Treasurer
|
Philip R. Licari
|
|
|
47
|
|
|
Senior Vice President and Chief
Operating Officer
|
Winifred L. Swan
|
|
|
41
|
|
|
Senior Vice President, General
Counsel and Secretary
|
Joseph E. Turk, Jr.
|
|
|
38
|
|
|
Senior Vice President, Commercial
Operations
|
Jeffrey H. Burbank has been our President and Chief
Executive Officer and a director of the Company since December
1998. Prior to joining NxStage, Mr. Burbank was a founder
and the CEO of Vasca, Inc., a medical device company that
developed and marketed a new blood access device for dialysis
patients; he is currently a director of Vasca. Mr. Burbank
is on the Board of the National Kidney Foundation. He holds a
B.S. from Lehigh University.
David N. Gill has been our Senior Vice President, Chief
Financial Officer and Treasurer since July 2005. He served as
Senior Vice President and Chief Financial Officer of CTI
Molecular Imaging, Inc., a publicly-traded medical equipment
company, from January 2002 to May 2005, before its sale.
Previously, he served from February 2000 to March 2001 as Chief
Financial Officer and Director, and from January 2001 to August
34
2001 as President, Chief Operating Officer, and Director, of
Interland, Inc., a publicly-traded telecom-related company,
before its sale. Mr. Gill served from July 1996 to February
2000 as Chief Financial Officer and from February 1997 to
February 2000 as Chief Operating Officer of Novoste Corporation,
a publicly-traded medical device company. He holds a B.S.
degree, cum laude, in Accounting from Wake Forest
University and an M.B.A. degree, with honors, from Emory
University, and was formerly a certified public accountant.
Philip R. Licari has been our Senior Vice President since
January 2005 and our Vice President and Chief Operating Officer
since October 2004. From August 1996 to October 2004,
Mr. Licari was employed at Boston Scientific Corporation, a
worldwide developer, manufacturer and marketer of medical
devices, where he held vice president positions in Global Supply
Chain, Clinical Operations, and Corporate Sales/National
Accounts. Mr. Licari earned a B.S. in Biomedical
Engineering from Tufts University and an M.B.A. in finance from
the University of Chicago Graduate School of Business.
Winifred L. Swan has been our Senior Vice President since
January 2005 and our Vice President and General Counsel since
November 2000. From July 1995 to November 2000, Ms. Swan
was Senior Corporate Counsel at Boston Scientific Corporation.
She holds a B.A., cum laude, in Economics and Public
Policy from Duke University and a J.D., cum laude and
Order of the Coif, from the University of Pennsylvania
Law School.
Joseph E. Turk, Jr. has been our Senior Vice
President, Commercial Operations since January 2005 and our Vice
President, Sales and Marketing since May 2000. From August 1998
to May 2000, Mr. Turk was employed at Boston Scientific
Corporation as Director of New Business Development.
Mr. Turk holds an A.B. degree in Economics from Wabash
College and an M.B.A. in Marketing and Finance from Northwestern
Universitys Kellogg School of Management.
PART II
|
|
Item 5.
|
Market
for Registrants Common Equity, Related Stockholder
Matters, and Issuer Purchases of Equity Securities
|
Market
Information
Our common stock has been quoted on the NASDAQ National Market
under the symbol NXTM since October 27, 2005.
Prior to that time, there was no public market for our stock.
The high and low sales prices for our common stock during the
fourth quarter ended December 31, 2005 were $14.20 and
$9.10, respectively.
Holders
On February 27, 2006, the last reported sale price of our
common stock was $14.52 per share. As of February 17,
2006, there were approximately 117 holders of record of our
common stock and approximately 1,500 beneficial holders of our
common stock.
Dividends
We have never paid or declared any cash dividends on our common
stock and do not anticipate paying cash dividends in the
foreseeable future.
35
Securities
Authorized for Issuance Under Equity Compensation
Plans
The following table summarizes, as of December 31, 2005,
the number of outstanding warrants and options issued under our
equity compensation plans and the number of awards available for
future issuance under these plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
(a)
|
|
|
|
|
|
Remaining Available for
|
|
|
|
Number of Securities
|
|
|
(b)
|
|
|
Future Issuance Under
|
|
|
|
to be Issued Upon
|
|
|
Weighted-Average
|
|
|
Equity Compensation
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
Plans, Excluding
|
|
|
|
Outstanding Options,
|
|
|
Outstanding Options,
|
|
|
Securities Reflected
|
|
Plan Category
|
|
Warrants and Rights
|
|
|
Warrants and Rights
|
|
|
in Column (a)(1)
|
|
|
Equity compensation plans approved
by security holders
|
|
|
2,855,607
|
|
|
$
|
6.31
|
|
|
|
767,001
|
|
Equity compensation plans not
approved by security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,855,607
|
|
|
$
|
6.31
|
|
|
|
767,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Column (c) represents 717,001 shares that are
available for issuance under our 2005 Stock Incentive Plan and
50,000 shares that are available for issuance under our
2005 Employee Stock Purchase Plan as of December 31, 2005.
The number of shares available for grant under the 2005 Stock
Incentive Plan will be increased annually beginning in 2007 by
the least of (i) 600,000 shares, or (ii) 3% of
the then outstanding shares of our common stock, or (iii) a
number determined by the board of directors. |
Use of
Proceeds
We registered shares of our common stock in connection with our
initial public offering under the Securities Act of 1933, as
amended. The Registration Statement on
Form S-1
(File
No. 333-126711)
filed in connection with our initial public offering was
declared effective by the SEC on October 27, 2005. The
offering commenced on October 27, 2005 and did not
terminate before any securities were sold. We sold
5,500,000 shares of our registered common stock in the
initial public offering and an additional 825,000 shares of
our registered common stock in connection with the
underwriters exercise of their over-allotment option. The
underwriters of the offering were Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Thomas Weisel Partners
LLC, William Blair & Company and JMP Securities LLC.
All 6,325,000 shares of our common stock registered in the
offering were sold at the initial public offering price of
$10 per share. The aggregate purchase price of the offering
was $63,250,000. The net offering proceeds received by us, after
deducting expenses incurred in connection with the offering was
approximately $56.5 million. These expenses consisted of
direct payments of:
i. (a) $4.4 million in underwriters discounts,
fees and commissions,,
ii. (b) $1.6 million in legal, accounting and
printing fees, and
iii. (c) $0.7 million in miscellaneous expenses.
No payments for such expenses were directly or indirectly to
(i) any of our directors, officers or their associates,
(ii) any person(s) owning 10% or more of any class of our
equity securities or (iii) any of our affiliates.
We closed our initial public offering on November 1, 2005,
and we have invested the aggregate net proceeds in short-term
investment-grade securities and money market accounts.
We currently estimate that of the net proceeds from the initial
public offering, we will spend approximately $24.5 million
to finance working capital needs, including investment in System
One field equipment and in sales and marketing programs,
including hiring additional personnel; approximately
$30.0 million to fund continuing operations and
approximately $2.0 million to expand our manufacturing
36
capabilities. We have not yet used the proceeds of the offering,
but have instead used working capital in existence prior to the
initial public offering to fund our ongoing operations. We
expect to use the net proceeds of the offering beginning in 2006.
Issuer
Purchases of Equity Securities
We made no repurchases of our equity securities during the
fourth quarter ended December 31, 2005.
37
|
|
Item 6.
|
Selected
Financial Data
|
SELECTED
CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data should be
read together with the information under Managements
Discussion and Analysis of Financial Condition and Results of
Operations and our consolidated financial statements and
the notes to those consolidated financial statements included
elsewhere in this Annual Report. The selected statements of
operations data for the years ended December 31, 2005, 2004
and 2003 and balance sheet data as of December 31, 2005 and
2004 set forth below have been derived from our audited
consolidated financial statements included elsewhere in this
Annual Report on
Form 10-K.
The selected statements of operations data for the years ended
December 31, 2002 and 2001 and balance sheet data as of
December 31, 2003, 2002 and 2001 set forth below have been
derived from the audited consolidated financial statements for
such years not included in this Annual Report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
2001
|
|
|
|
(In thousands, except per share
data)
|
|
|
Statement of Operations
Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
5,994
|
|
|
$
|
1,885
|
|
|
$
|
286
|
|
|
$
|
30
|
|
|
$
|
|
|
Cost of revenues
|
|
|
9,585
|
|
|
|
3,439
|
|
|
|
940
|
|
|
|
404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (deficit)
|
|
|
(3,591
|
)
|
|
|
(1,554
|
)
|
|
|
(654
|
)
|
|
|
(374
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
6,305
|
|
|
|
5,970
|
|
|
|
4,526
|
|
|
|
5,913
|
|
|
|
7,669
|
|
Selling and marketing
|
|
|
7,550
|
|
|
|
3,334
|
|
|
|
2,181
|
|
|
|
2,286
|
|
|
|
1,908
|
|
Distribution
|
|
|
2,059
|
|
|
|
495
|
|
|
|
33
|
|
|
|
6
|
|
|
|
|
|
General and administrative
|
|
|
4,855
|
|
|
|
3,604
|
|
|
|
2,868
|
|
|
|
2,554
|
|
|
|
2,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
20,769
|
|
|
|
13,403
|
|
|
|
9,608
|
|
|
|
10,759
|
|
|
|
11,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(24,360
|
)
|
|
|
(14,957
|
)
|
|
|
(10,262
|
)
|
|
|
(11,133
|
)
|
|
|
(11,796
|
)
|
Other income (expense), net
|
|
|
(120
|
)
|
|
|
115
|
|
|
|
54
|
|
|
|
153
|
|
|
|
(447
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(24,480
|
)
|
|
$
|
(14,842
|
)
|
|
$
|
(10,208
|
)
|
|
$
|
(10,980
|
)
|
|
$
|
(12,243
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share, basic and
diluted
|
|
$
|
(4.31
|
)
|
|
$
|
(5.81
|
)
|
|
$
|
(4.10
|
)
|
|
$
|
(4.66
|
)
|
|
$
|
(5.63
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares
outstanding, basic and diluted
|
|
|
5,681
|
|
|
|
2,556
|
|
|
|
2,490
|
|
|
|
2,356
|
|
|
|
2,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet
Data(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and
marketable securities
|
|
$
|
61,223
|
|
|
$
|
18,134
|
|
|
$
|
8,881
|
|
|
$
|
4,028
|
|
|
$
|
17,640
|
|
Working capital
|
|
|
62,100
|
|
|
|
19,205
|
|
|
|
11,115
|
|
|
|
5,235
|
|
|
|
16,329
|
|
Total assets
|
|
|
76,431
|
|
|
|
25,455
|
|
|
|
13,613
|
|
|
|
7,983
|
|
|
|
19,306
|
|
Long-term liabilities
|
|
|
2,106
|
|
|
|
3,006
|
|
|
|
30
|
|
|
|
146
|
|
|
|
282
|
|
Redeemable convertible preferred
stock
|
|
|
|
|
|
|
75,946
|
|
|
|
55,946
|
|
|
|
40,006
|
|
|
|
40,006
|
|
Accumulated deficit
|
|
|
(84,011
|
)
|
|
|
(59,496
|
)
|
|
|
(44,623
|
)
|
|
|
(34,368
|
)
|
|
|
(23,388
|
)
|
Total stockholders equity
(deficit)
|
|
|
67,354
|
|
|
|
(57,400
|
)
|
|
|
(43,478
|
)
|
|
|
(33,271
|
)
|
|
|
(22,427
|
)
|
|
|
|
(1) |
|
We closed our initial public offering on November 1, 2005,
which resulted in the issuance of 6,325,000 shares of
common stock at $10.00 per share. Net proceeds from the
offering were approximately $56.5 million. All shares of
all series of our outstanding preferred stock were converted
into common stock upon the closing of our initial public
offering and resulted in the issuance of 12,124,840 shares
of common stock. |
38
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
Overview
We are a medical device company that develops, manufactures and
markets innovative systems for the treatment of ESRD, acute
kidney failure and fluid overload. Our primary product, the
NxStage System One, is a small, portable,
easy-to-use
hemodialysis system designed to provide physicians and patients
improved flexibility in how hemodialysis therapy is prescribed
and delivered. We believe the largest market opportunity for our
product is the home hemodialysis market for the treatment of
ESRD.
From our inception in 1998 until 2002 our operations consisted
primarily of
start-up
activities, including designing and developing the System One,
recruiting personnel and raising capital. Historically, research
and development costs have been our single largest operating
expense. However, with the launch of the System One in the home
chronic market, selling and marketing costs have become our
largest operating expense in 2005 as we continue to expand our
United States sales force to penetrate our markets and grow
revenues.
Our overall strategy since inception has been to (a) design
and develop new products for the treatment of kidney failure,
(b) establish that the products are safe, effective and
cleared for use in the United States, (c) further enhance
the product design through field experience from a limited
number of customers, (d) establish reliable manufacturing
and sources of supply, (e) execute a market launch in both
the chronic and critical care markets and establish the System
One as a preferred system for the treatment of kidney failure,
(f) obtain the capital necessary to finance our working
capital needs and build our business and (g) achieve
profitability. The evolution of NxStage, and the allocation of
our resources since we were founded, reflects this plan. We
believe we have largely completed steps (a) through (d),
and we plan to continue to pursue the other strategic objectives
described above.
We sell our products in two markets: the chronic market and the
critical care market. We define the chronic market as the market
devoted to the treatment of patients with ESRD and the critical
care market as the market devoted to the treatment of
hospital-based patients with acute kidney failure or fluid
overload. We offer a different configuration of the System One
for each market. The FDA has cleared both configurations for
hemodialysis, hemofiltration and ultrafiltration. Our products
may be used by our customers to treat patients suffering from
either condition, although the site of care, the method of
delivering care and the duration of care are sufficiently
different that we have separate marketing and sales efforts
dedicated to each market.
We received clearance from the FDA in July 2003 to market the
System One for treatment of renal failure and fluid overload
using hemodialysis as well as hemofiltration and
ultrafiltration. In the first quarter of 2003, we initiated
sales of the System One in the critical care market to hospitals
and medical centers in the United States. In late 2003, we
initiated sales of the System One in the chronic market and
commenced full commercial introduction in the chronic market in
September 2004 in the United States. At the time of these early
marketing efforts, our System One was cleared by the FDA under a
general indication statement, allowing physicians to prescribe
the System One for hemofiltration, hemodialysis and/or
ultrafiltration at the location, time and frequency they
considered in the best interests of their patients. Our
indication did not include a specific home clearance, and we
were not able to promote the System One for home use at that
time. In order to be able to specifically promote the System One
for home use, the FDA required that we conduct a clinical study,
referred to as an investigational device exemption study, or
IDE, comparing center-based and home-based therapy with the
System One. After submitting the results of that study to the
FDA, together with an application for a specific home indication
for the System One, the FDA cleared our System One in June 2005
for hemodialysis in the home.
39
Medicare provides comprehensive and well-established
reimbursement in the United States for ESRD. Reimbursement
claims for the System One therapy are typically submitted by the
dialysis clinic or hospital to Medicare and other third-party
payors using established billing codes for dialysis treatment
or, in the critical care setting, based on the patients
primary diagnosis. Expanding Medicare reimbursement over time to
cover more frequent therapy may be critical to our market
penetration and revenue growth in the future.
Our System One is produced through internal and outsourced
manufacturing. We purchase many of the components and
subassemblies included in the System One from third-party
manufacturers, some of which are single source suppliers. In
addition to outsourcing with third-party manufacturers, we
assemble, package and label disposable cartridges in our leased
facility in Lawrence, Massachusetts. In August 2002, we
organized EIR Medical, Inc., a Massachusetts corporation and
wholly-owned subsidiary of NxStage. EIR Medical is the sole
manufacturer of the dialyzer filter that is a component of the
disposable cartridges used with the System One. Since its
organization, EIR Medical has conducted its manufacturing in
Rosdorf, Germany through a branch operation. In recognition of
our growing presence in Germany, we recently organized NxStage
GmbH & Co. KG, a wholly-owned German subsidiary of EIR
Medical. We contributed the German branch of EIR Medical to
NxStage GmbH & Co. KG effective January 1, 2006.
We market the System One through a direct sales force in the
United States primarily to dialysis clinics and hospitals. We
only recently began a broad commercial introduction of our
System One and we expect revenues to continue to increase in the
near future. Our revenues were $6.0 million in 2005, a 218%
increase from revenues of $1.9 million in 2004. We have
increased our combined sales force from 6 sales representatives
as of December 31, 2004, to 20 sales representatives as of
December 31, 2005, and we plan to add additional sales and
marketing personnel as needed in 2006. As of December 31,
2005, 292 ESRD patients were using the System One at 70 dialysis
clinics, compared to 45 ESRD patients at 10 dialysis clinics as
of December 31, 2004. In addition, as of December 31,
2005, 50 hospitals were using the System One for critical care
therapy, compared to 20 hospitals as of December 31, 2004.
The following table sets forth the amount and percentage of
revenues derived from each market for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31,
|
|
|
|
2005
|
|
|
|
|
|
2004
|
|
|
|
|
|
2003
|
|
|
|
|
|
Critical care
|
|
$
|
2,829,960
|
|
|
|
47.2
|
%
|
|
$
|
1,332,053
|
|
|
|
70.7
|
%
|
|
$
|
268,576
|
|
|
|
93.9
|
%
|
Chronic
|
|
|
3,163,779
|
|
|
|
52.8
|
%
|
|
|
552,516
|
|
|
|
29.3
|
%
|
|
|
17,378
|
|
|
|
6.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5,993,739
|
|
|
|
100
|
%
|
|
$
|
1,884,569
|
|
|
|
100
|
%
|
|
$
|
285,954
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2005, we generated a net
loss of $(24.5) million, bringing our accumulated deficit
balance to $(84.0) million. We have not been profitable
since inception, and we expect to incur net losses for the
foreseeable future as we expand our sales efforts and grow our
operations. Our goal is to increase our sales volume and
revenues to gain scale of operation and to drive product cost
reductions, which we believe, when combined with other design
improvements, will allow us to reach profitability. We expect
our revenues in the chronic market to grow faster than those in
the critical care market and believe they will continue to
represent the majority of our revenues.
Statement
of Operations Components
Revenues
Our products consist of the NxStage System One cycler, an
electromechanical device used to circulate the patients
blood during therapy; a single-use, disposable cartridge, which
contains a preattached dialyzer, and dialysate fluid used in our
therapy. We sell our products in two markets: the chronic market
and the critical care market. We define the chronic market as
the market devoted to the treatment of ESRD patients in the home
and the critical care market as the market devoted to the
treatment of hospital-based patients with acute kidney failure
or fluid overload. We offer a different configuration of the
System One for each market. The FDA has cleared both
configurations for hemodialysis, hemofiltration and
ultrafiltration. Our products may be
40
used by our customers to treat patients suffering from either
condition, although the site of care, the method of delivering
care and the duration of care are sufficiently different that we
have separate marketing and sales efforts dedicated to each
market.
We derive our revenues from the sale and rental of equipment and
the sale of the related disposable cartridges and treatment
fluids. In the critical care market, we generally sell the
cycler and disposables to hospital customers. In the chronic
market, customers generally rent the machine and then purchase
the related disposable cartridges and treatment fluids based on
a specific patient prescription. We generally recognize revenues
when a product has been delivered to our customer, or, in the
chronic market, on a monthly basis in accordance with a contract
under which we supply the use of a cycler and the amount of
disposables needed to perform a set number of dialysis therapy
sessions during a month. Our contracts with dialysis centers for
ESRD patients include purchase and rental terms providing for
the sale of cartridges and fluids to accommodate up to 26
treatments a month per patient and the monthly rental of System
One cyclers. These contracts typically have a term of one year
and are cancelable at any time by the dialysis clinic with
30 days notice. Under the contract, if home
hemodialysis is prescribed, supplies are shipped directly to
patient homes and paid for by the treating dialysis clinic. We
also include vacation delivery terms, providing for the free
shipment of products to a designated vacation destination. We
derive an insignificant amount of revenues from the sale of
ancillary products, such as extra lengths of tubing. We do not
currently derive any revenues from service contracts. Over time,
as more chronic patients are treated with the System One and
more systems are placed in patient homes under monthly
agreements that provide for the rental of the machine and the
purchase of the related disposable cartridges and treatment
fluids, we expect that a recurring revenue stream will become a
meaningful component of our revenues.
Cost
of Revenues
Cost of revenues consists primarily of direct product costs,
including material and labor required to manufacture our
products, depreciation and maintenance of System One cyclers
that we rent to customers, production overhead and the cost of
purchasing system components from vendors which we then resell
to our customers. It also includes the cost of inspecting,
servicing and repairing equipment prior to sale or during the
warranty period. The cost of our products depends on several
factors, including the efficiency of our manufacturing
operations, the cost at which we can obtain products from third
party suppliers, and the design of the products.
We are currently operating at negative gross profit as we are
building a base of recurring revenues. We expect the cost of
revenues as a percentage of revenues to decline over time for
two general reasons: first, we anticipate that increased sales
volume will lead to efficiencies in purchases, production and
reduced material costs. Second, we have plans to introduce
several process and product design changes that have inherently
lower cost than our current products. We expect that over time
unit cost of revenues will become less than unit revenues as we
build the scale of our operations.
Operating
Expenses
Research and Development. Research and
development expenses consist primarily of salary and benefits
for research and development personnel, supplies, materials and
expenses associated with product design and development,
clinical studies, regulatory submissions, reporting and
compliance and expenses incurred for outside consultants or
firms who furnish services related to these activities. We
expect research and development expenses will continue to
increase in the foreseeable future as we seek to further enhance
our System One and related products, but not as rapidly as other
expense categories as we have substantially completed basic
development of the System One.
Selling and Marketing. Selling and marketing
expenses consist primarily of salary and benefits for sales and
marketing personnel, travel, promotional and marketing materials
and other expenses associated with providing clinical training
to our customers. Included in selling and marketing are the
clinical educators, usually nurses, we employ to teach our
customers about our products and prepare our customers to
instruct their patients in the operation of the System One. We
anticipate that selling and marketing expenses will
41
continue to increase as we broaden our marketing initiatives,
particularly in the chronic market, to increase public awareness
of the System One, as we add additional sales and marketing
personnel and due to variable compensation plans tied to future
sales growth.
Distribution. Distribution expenses include
the cost of delivering our products to our customers, or our
customers patients, depending on the market and the
specific agreement with our customers. We use common carriers
and freight companies to deliver our products and we do not
operate our own delivery service. Also included in this category
are the expenses of shipping products from customers to our
service center for repair if the product is under warranty, and
the related expense of shipping a replacement product back to
our customers. We expect that distribution expenses will
increase at a lower rate than revenues, due to expected
efficiencies from increased sales and rental volume and the use
of outsourced logistics providers.
General and Administrative. General and
administrative expenses consist primarily of salary and benefits
for executive management, legal, including fees to outside legal
counsel, finance and accounting, including fees for our annual
audit and tax services, and general expenses to operate the
business, including insurance and other corporate-related
expenses. Rent and utilities are included in general and
administrative expense and are allocated to operating expenses
based on personnel and square footage usage. We expect that
general and administrative expenses will increase in the near
term as we add support structure for our growing business and as
a result of becoming a public company.
Results
of Operations
The following table presents, for the periods indicated,
information expressed as a percentage of revenues. This
information has been derived from our consolidated statements of
operations included elsewhere in this Annual Report on
Form 10-K.
You should not draw any conclusions about our future results
from the results of operations for any period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
Revenues
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
Cost of revenues
|
|
|
160
|
|
|
|
183
|
|
|
|
329
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (deficit)
|
|
|
(60
|
)
|
|
|
(83
|
)
|
|
|
(229
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
105
|
|
|
|
317
|
|
|
|
1583
|
|
Selling and marketing
|
|
|
126
|
|
|
|
177
|
|
|
|
763
|
|
Distribution
|
|
|
34
|
|
|
|
26
|
|
|
|
11
|
|
General and administrative
|
|
|
81
|
|
|
|
191
|
|
|
|
1003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
346
|
|
|
|
711
|
|
|
|
3360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(406
|
)
|
|
|
(794
|
)
|
|
|
(3589
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
11
|
|
|
|
7
|
|
|
|
51
|
|
Interest expense
|
|
|
(13
|
)
|
|
|
(1
|
)
|
|
|
(32
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
6
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(408
|
)%
|
|
|
(788
|
)%
|
|
|
(3570
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42
Comparison
of Years Ended December 31, 2005 and 2004
Revenues
Our revenues for 2005 and 2004 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
|
Percentage
|
|
|
|
2005
|
|
|
2004
|
|
|
Increase
|
|
|
Increase
|
|
|
|
(In thousands, except
percentages)
|
|
|
Revenues
|
|
$
|
5,994
|
|
|
$
|
1,885
|
|
|
$
|
4,109
|
|
|
|
218
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in revenues was attributable to increased sales and
rentals of the System One in both the chronic and critical care
markets, primarily as a result of increased sales and marketing
efforts as we continue our commercial launch of the System One.
Revenues in the chronic market increased to $3.2 million in
2005 from $0.6 million in 2004, an increase of 473%, while
revenues in the critical care market increased 112% to
$2.8 million in 2005, compared to $1.3 million in 2004.
Cost of
Revenues and Gross Profit (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
|
Percentage
|
|
|
|
2005
|
|
|
2004
|
|
|
Increase
|
|
|
Increase
|
|
|
|
(In thousands, except
percentages)
|
|
|
Cost of revenues
|
|
$
|
9,585
|
|
|
$
|
3,439
|
|
|
$
|
6,146
|
|
|
|
179
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (deficit)
|
|
$
|
(3,591
|
)
|
|
$
|
(1,554
|
)
|
|
$
|
2,037
|
|
|
|
131
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit percentage
|
|
|
(59.9
|
)%
|
|
|
(82.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in cost of revenues was attributable to our
increased revenues. Contributing to the 2005 negative gross
margin was a lower of cost or market valuation allowance in the
amount of $0.3 million relating to disposable cartridge and
fluid inventory designated for the chronic market, as well as
service costs of approximately $0.5 million to upgrade 100
older cyclers to meet the specifications of our current product
generation. We are currently operating at negative gross profit
as we are building a base of recurring revenues. We expect the
cost of revenues as a percentage of revenues to decline over
time as increased sales volume should lead to efficiencies in
production, better purchasing terms and reduced material costs,
and as we introduce product design changes to lower the
manufacturing cost of our current products. We expect that over
time unit cost of revenues will become less than unit revenues
as we build the scale of our operations.
Research
and Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
|
Percentage
|
|
|
|
2005
|
|
|
2004
|
|
|
Increase
|
|
|
Increase
|
|
|
|
(In thousands, except
percentages)
|
|
|
Research and development
|
|
$
|
6,305
|
|
|
$
|
5,970
|
|
|
$
|
335
|
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development as a
percentage of revenues
|
|
|
105
|
%
|
|
|
317
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in research and development expenses was
attributable to increased salary and benefits of approximately
$840,000 as a result of increased headcount and development
costs associated with our dialysate preparation module, or DPM,
partially offset by a decrease of approximately $520,000 in
clinical trial expenses due to the completion of the IDE home
trial for System One in 2004. We expect research and development
expenses will continue to increase in the foreseeable future as
we seek to further enhance our System One and related products,
but not as rapidly as other expense categories as we have
substantially completed basic development of the System One. We
expect research and development expenses to continue to decline
as a percentage of revenues.
43
Selling
and Marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
|
Percentage
|
|
|
|
2005
|
|
|
2004
|
|
|
Increase
|
|
|
Increase
|
|
|
|
(In thousands, except
percentages)
|
|
|
Selling and marketing
|
|
$
|
7,550
|
|
|
$
|
3,334
|
|
|
$
|
4,216
|
|
|
|
126
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing as a
percentage of revenues
|
|
|
126
|
%
|
|
|
177
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in selling and marketing expenses was the result of
several factors. Approximately $2.7 million of the increase
was due to higher salary and benefits resulting from increased
headcount, approximately $0.8 million of the increase
related to higher travel expenses and the balance of the
increase was due to a generally higher level of sales and
marketing activity in both the chronic and critical care
markets. We increased our sales force from six sales
representatives as of December 31, 2004, to 20 sales
representatives as of December 31, 2005. We anticipate that
selling and marketing expenses will continue to increase in
absolute dollars as we broaden our marketing initiatives,
particularly in the chronic market, to increase public awareness
of the System One and as we add additional sales and marketing
personnel.
Distribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
|
Percentage
|
|
|
|
2005
|
|
|
2004
|
|
|
Increase
|
|
|
Increase
|
|
|
|
In thousands, except
percentages)
|
|
|
Distribution
|
|
$
|
2,059
|
|
|
$
|
495
|
|
|
$
|
1,564
|
|
|
|
316
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution as a percentage of
revenues
|
|
|
34
|
%
|
|
|
26
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in distribution expenses was due to increased
volume of shipments of disposable products to a growing number
of patients in the chronic market. We expect that distribution
expenses will increase at a lower rate than revenues due to
expected efficiencies from increased business volume and the use
of an outsourced logistics provider located in the central part
of the continental United States.
General
and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
|
Percentage
|
|
|
|
2005
|
|
|
2004
|
|
|
Increase
|
|
|
Increase
|
|
|
|
(In thousands, except
percentages)
|
|
|
General and administrative
|
|
$
|
4,855
|
|
|
$
|
3,604
|
|
|
$
|
1,251
|
|
|
|
35
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative as a
percentage of revenues
|
|
|
81
|
%
|
|
|
191
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in general and administrative expenses was
primarily due to an increase in salary and benefits as a result
of the addition of four employees to headcount as well as the
adoption of a management bonus plan in 2005. We expect that
general and administrative expenses will continue to increase in
the near term as we add support structure for our growing
business and as a result of costs related to operating a public
company.
Interest
Income and Interest Expense
Interest income is derived primarily from U.S. government
securities, certificates of deposit and money market accounts.
For the year ended December 31, 2005, interest income
increased to $0.6 million from $0.1 million in 2004
primarily due to increased cash and investment balances after
our initial public offering and slightly higher interest rates
in 2005.
44
Interest expense relates to a debt agreement signed in December
2004. Interest expense increased from $15,000 to $763,000, or
approximately $748,000 in 2005 compared to 2004 due to this
indebtedness being outstanding for a full calendar year.
Comparison
of Years Ended December 31, 2004 and 2003
Revenues
Our revenues for 2004 and 2003 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
|
Percentage
|
|
|
|
2004
|
|
|
2003
|
|
|
Increase
|
|
|
Increase
|
|
|
|
(In thousands, except
percentages)
|
|
|
Revenues
|
|
$
|
1,885
|
|
|
$
|
286
|
|
|
$
|
1,599
|
|
|
|
559
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in revenues was attributable to an increase in the
sales and rentals of the System One and sales of the related
disposable cartridges and treatment fluids in the critical care
market in 2004, with 71% of revenues derived from this market.
The remaining 29% of revenues resulted from growth in sales of
the System One in the chronic market, primarily related to our
IDE study that was initiated in late 2003 and continued in 2004
as well as our commercialization efforts in the chronic market
that we commenced in September 2004.
Cost of
Revenues and Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
|
Percentage
|
|
|
|
2004
|
|
|
2003
|
|
|
Increase
|
|
|
Increase
|
|
|
|
(In thousands, except
percentages)
|
|
|
Cost of revenues
|
|
$
|
3,439
|
|
|
$
|
940
|
|
|
$
|
2,499
|
|
|
|
266
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
$
|
(1,554
|
)
|
|
$
|
(654
|
)
|
|
$
|
900
|
|
|
|
138
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit percentage
|
|
|
(82.4
|
)%
|
|
|
(228.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in cost of revenues was directly attributable to
the increase in sales volume and to the increased size of our
service department which supported the increase in units sold.
In both 2003 and 2004, cost of revenues exceeded our revenues as
the scale of our operations did not afford opportunities for
unit cost reductions that we expect will be associated with
efficiency gains and improved purchasing terms resulting from
higher unit volume production.
Research
and Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
|
Percentage
|
|
|
|
2004
|
|
|
2003
|
|
|
Increase
|
|
|
Increase
|
|
|
|
(In thousands, except
percentages)
|
|
|
Research and development
|
|
$
|
5,970
|
|
|
$
|
4,526
|
|
|
$
|
1,444
|
|
|
|
32
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development as a
percentage of revenues
|
|
|
317
|
%
|
|
|
1583
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in research and development expenses was
attributable to third-party consulting and other expenses
associated with the two concurrent clinical trials conducted in
2004: (a) an IDE trial related to home use of our system,
and (b) a clinical trial to investigate the effectiveness
of ultrafiltration as a means of addressing fluid overload in
patients suffering from congestive heart failure. Total clinical
expenses amounted to approximately $1.6 million, or 25% of
the total research and development expense in 2004. In addition,
salary and benefits increased as a result of an increase in
research and development headcount from seven employees to 34
employees by year end 2004. A small portion of the increase in
research and development
45
expenses was attributable to the design and development of a new
dialyzer to reduce manufacturing costs for higher volume
production.
Selling
and Marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
|
Percentage
|
|
|
|
2004
|
|
|
2003
|
|
|
Increase
|
|
|
Increase
|
|
|
|
(In thousands, except
percentages)
|
|
|
Selling and marketing
|
|
$
|
3,334
|
|
|
$
|
2,181
|
|
|
$
|
1,153
|
|
|
|
53
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing as a
percentage of revenues
|
|
|
177
|
%
|
|
|
763
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in selling and marketing expenses was primarily
attributable to an increase in salary and benefits as a result
of increased headcount in the selling and marketing organization
from 11 employees at December 31, 2003 to 24 employees at
December 31, 2004 to facilitate the commercial launch of
the System One in the chronic market. Expenses per sales
representative increased due to an increase in travel to
customers and potential customers.
Distribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
|
Percentage
|
|
|
|
2004
|
|
|
2003
|
|
|
Increase
|
|
|
Increase
|
|
|
|
(In thousands, except
percentages)
|
|
|
Distribution
|
|
$
|
495
|
|
|
$
|
33
|
|
|
$
|
462
|
|
|
|
1400
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution as a percentage of
revenues
|
|
|
26
|
%
|
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in distribution expenses was attributable to the
increase in units shipped and the sale of associated disposables
in the critical care and chronic markets.
General
and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
|
Percentage
|
|
|
|
2004
|
|
|
2003
|
|
|
Increase
|
|
|
Increase
|
|
|
|
(In thousands, except
percentages)
|
|
|
General and administrative
|
|
$
|
3,604
|
|
|
$
|
2,868
|
|
|
$
|
736
|
|
|
|
26
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative as a
percentage of revenues
|
|
|
191
|
%
|
|
|
1003
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in general and administrative expenses was
attributable to an increase of approximately $496,000 in salary
and benefits resulting from an increase in general and
administrative headcount by four employees to 11 employees at
December 31, 2004, as well as an increase of approximately
$270,000 in accounting and legal fees.
Interest
Income and Interest Expense
Interest income decreased by 11% to $130,347 in 2004 from
$146,047 in 2003 due to a decrease in cash and investment
balance in 2004 as compared to 2003. Interest expense decreased
by 84% to $14,542 in 2004 from $91,985 in 2003 as a result of
interest expense associated with warrants issued in 2003 in
connection with obtaining a revolving line of credit.
46
Liquidity
and Capital Resources
We have operated at a loss since our inception in 1998. As of
December 31, 2005, our accumulated deficit was
$(84.0) million and we had cash and cash equivalents of
approximately $61.2 million. On November 1, 2005, we
closed our initial public offering in which we received net
proceeds after deducting underwriting discounts, commissions and
expenses of approximately $56.5 million from the sale and
issuance of 6,325,000 shares of common stock. Prior to the
initial public offering, we had financed our operations
primarily through private sales of redeemable convertible
preferred stock resulting in aggregate net proceeds of
approximately $91.9 million as of December 31, 2005.
In December 2004, we obtained $5.0 million of debt
financing, which is repayable monthly with interest over three
years through December 2007. In connection with this debt
financing, we granted the lender a security interest in our
assets.
The following table sets forth the components of our cash flows
for the periods indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
Net cash used in operating
activities
|
|
$
|
(27,348
|
)
|
|
$
|
(15,172
|
)
|
|
$
|
(10,836
|
)
|
Net cash used in investing
activities
|
|
|
(1,204
|
)
|
|
|
(306
|
)
|
|
|
(78
|
)
|
Net cash provided by financing
activities
|
|
|
71,782
|
|
|
|
24,704
|
|
|
|
15,769
|
|
Effect of exchange rate changes on
cash
|
|
|
(141
|
)
|
|
|
28
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow
|
|
$
|
43,089
|
|
|
$
|
9,254
|
|
|
$
|
4,853
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used in Operating Activities. For
each of the periods above, net cash used in operating activities
was attributable primarily to net losses after adjustment for
non-cash charges, such as depreciation, amortization and
amortization of deferred stock-based compensation. Significant
uses of cash from operations include increased inventory
requirements for production and placements of the System One,
offset by increases in accounts payable and accrued expenses.
Non-cash transfers from inventory for the placement of rental
units with our customers represented $4.4 million and
$1.1 million, respectively, during the years ended
December 31, 2005 and December 31, 2004.
Net Cash Used in Investing Activities. For
each of the periods above, net cash used in investing activities
reflected purchases of property and equipment, primarily for
research and development, information technology, manufacturing
operations and capital improvements to our facilities. Excluded
from these figures are our investments in and maturity of
short-term investments, which are included as marketable
securities in the consolidated balance sheets.
Net Cash Provided by Financing Activities. Net
cash provided by financing activities primarily reflect net
proceeds from our initial public offering of approximately
$56.5 million in November 2005, net proceeds from the sale
of $16.0 million of convertible preferred stock in July
2005 and $0.7 million from the exercise of stock options
and warrants, partially offset by the repayment of
$1.4 million of debt. During 2004, proceeds from debt
raised totaled $5.0 million, offset by $0.3 million of
debt repayment. During 2004 and 2003, net proceeds from the
issuance of convertible preferred stock totaled
$20.0 million and $15.9 million, respectively.
We expect to continue to incur net losses for the foreseeable
future. We expect that our current cash position is sufficient
to support operations at least through 2006. In the longer term,
we expect to fund the working capital needs of our operations
with revenue generated from product placements and sales but
these resources may prove insufficient. If our existing
resources are insufficient to satisfy our liquidity
requirements, we may need to sell additional equity or debt
securities. Any sale of additional equity or debt securities may
result in dilution to our stockholders, and we cannot be certain
that additional public or private financing will be available in
amounts or on terms acceptable to us, or at all. If we are
unable to obtain this additional financing when needed, we may
be required to delay, reduce the scope of, or eliminate one or
more aspects of our business development activities, which could
harm the growth of our business.
47
The following table summarizes our contractual commitments as of
December 31, 2005 and the effect those commitments are
expected to have on liquidity and cash flow in future periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
|
|
|
|
|
|
|
Less Than
|
|
|
|
|
|
|
|
|
More Than
|
|
|
|
|
|
|
Total
|
|
|
One Year
|
|
|
1-3 Years
|
|
|
3-5 Years
|
|
|
5 Years
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Notes payable(1)
|
|
$
|
4,078
|
|
|
$
|
1,654
|
|
|
$
|
2,424
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
Operating leases
|
|
|
3,533
|
|
|
|
511
|
|
|
|
1,037
|
|
|
|
1,093
|
|
|
|
892
|
|
|
|
|
|
Purchase obligations(2)
|
|
|
16,904
|
|
|
|
16,704
|
|
|
|
100
|
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
24,515
|
|
|
$
|
18,869
|
|
|
$
|
3,561
|
|
|
$
|
1,193
|
|
|
$
|
892
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Notes payable includes a balloon payment of $650,000 due in
December 2007. |
|
(2) |
|
Purchase obligations include purchase commitments for System One
components, primarily for equipment and fluids pursuant to
contractual agreements with several of our suppliers. |
Summary
of Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and
results of operations are 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 consolidated financial statements
requires us to make significant estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and
expenses. These items are regularly monitored and analyzed by
management for changes in facts and circumstances, and material
changes in these estimates could occur in the future. Changes in
estimates are recorded in the period in which they become known.
We base our estimates on historical experience and various other
assumptions that we believe to be reasonable under the
circumstances. Actual results may differ substantially from our
estimates.
A summary of those accounting policies and estimates that we
believe are most critical to fully understanding and evaluating
our financial results is set forth below. This summary should be
read in conjunction with our consolidated financial statements
and the related notes included elsewhere in this Annual Report
on
Form 10-K.
Revenue
Recognition
We recognize revenues from product sales and services when
earned in accordance with Staff Accounting Bulletin, or SAB,
No. 104, Revenue Recognition, and
EITF 00-21,
Revenue Arrangements with Multiple Deliverables. Revenues
are recognized when: (a) there is persuasive evidence of an
arrangement, (b) the product has been shipped or services
and supplies have been provided to the customer, (c) the
sales price is fixed or determinable and (d) collection is
reasonably assured. In the critical care market, sales are
structured as direct product sales or as a disposables-based
program in which a customer acquires the equipment through the
purchase of a specific quantity of disposables over a specific
period of time. In the chronic market, revenues are realized
using the short or long-term rental arrangements.
In the critical care market, we recognize revenues from direct
product sales at the later of the time of shipment or, if
applicable, delivery in accordance with contract terms. For the
chronic market we recognize revenues derived from short or
long-term rental arrangements on a straight-line basis. These
rental arrangements, which combine the use of a system with a
specified number of disposable products supplied to customers
for a fixed amount per month, are recognized on a monthly basis
in accordance with agreed upon contract terms and pursuant to a
binding customer purchase order and fixed payment terms.
Under a disposables-based program, the customer is granted the
right to use the equipment for a period of time, during which
the customer commits to purchase a minimum number of disposables
at a price that includes a premium above the otherwise average
selling price of the disposables to recover the purchase of the
equipment and provide for a profit. Upon reaching the
contractual minimum purchases, ownership of the
48
equipment transfers to the customer. Revenues under these
arrangements are recognized over the term of the arrangement as
disposables are delivered.
When we enter into a multiple element arrangement, we allocate
the total fee to all elements of the arrangement based on their
respective fair values. Fair value is determined by the price
charged when each element is sold separately.
We provide for estimated product returns at the time of revenue
recognition. Payments received for products or services prior to
shipment or prior to completion of the related services are
recorded as deferred revenue.
Inventory
Valuation
Inventories are valued at the lower of cost (weighted-average)
or estimated market. We regularly review our inventory
quantities on hand and related cost and record a provision for
excess or obsolete inventory primarily based on an estimated
forecast of product demand for each of our existing product
configurations. We also review our inventory value to determine
if it reflects lower of cost or market, with market determined
based on net realizable value. Appropriate consideration is
given to inventory items sold at negative gross margins and
other factors in evaluating net realizable value. The medical
device industry is characterized by rapid development and
technological advances that could result in obsolescence of
inventory.
Field
Equipment
We amortize field equipment using the straight-line method over
an estimated useful life of five years. We review the estimated
useful life of five years periodically for reasonableness.
Factors considered in determining the reasonableness of the
useful life include industry practice and the typical
amortization periods used for like equipment, the frequency and
scope of service returns, actual equipment disposal rates, and
the impact of planned design improvements. We believe the five
year useful life to be reasonable as of December 31, 2005.
Accounting
for Stock-Based Awards
We account for stock-based employee compensation in accordance
with Accounting Principles Board, or APB, Opinion No. 25,
Accounting for Stock Issued to Employees, and
related interpretations. Accordingly, compensation expense is
recorded for stock options awarded to employees and directors to
the extent that the option exercise price is less than the fair
market value of our common stock on the date of grant, where the
number of shares and exercise price are fixed. The difference
between the fair value of our common stock and the exercise
price of the stock option, if any, is recorded as deferred
compensation and is amortized to compensation expense over the
vesting period of the underlying stock option. Prior to becoming
a public company on October 27, 2005, there had been no
public market for our common stock. Absent an objective measure
of the fair value of our common stock, the determination of fair
value required judgment. Our board of directors periodically
estimated the fair value of our common stock in connection with
any issuance of stock options. The fair value of our common
stock was estimated based on factors such as independent
valuations, sales of preferred stock, the liquidation
preference, dividends, voting rights of the various classes of
stock, our financial and operating performance, progress on
development goals, the issuance of patents, the value of other
companies involved in dialysis, general economic and market
conditions and other factors that we believed would reasonably
have a significant bearing on the value of our common stock.
We follow the disclosure requirements of Statement of Financial
Accounting Standard, or SFAS, No. 123, Accounting
for Stock-Based Compensation for stock-based awards to
employees. All stock-based awards to non-employees are accounted
for at their fair value in accordance with
SFAS No. 123 and related interpretations. For purposes
of the pro forma disclosures required by SFAS No. 123,
stock options granted subsequent to July 19, 2005, the date
of filing our initial registration statement with the SEC, were
valued using the Black-Scholes option-pricing model.
49
We will adopt Statement of Financial Accounting Standards
No. 123R (SFAS 123R) Share-Based
Payment effective January 1, 2006. SFAS 123R
requires all share-based payments to employees, including grants
of employee stock options, to be recognized in the statement of
operations based on their fair values. In addition,
SFAS 123R requires the use of the prospective method for
any outstanding stock options that were previously valued using
the minimum value method. Accordingly, with the adoption of
SFAS 123R, we will not recognize the remaining compensation
cost for any stock option awards which had previously been
valued using the minimum value method. In addition,
SFAS 123R prohibits the use of pro forma disclosures for
stock option awards valued under the minimum value method (i.e.,
our pre-July 19, 2005 stock option awards). Stock option
awards granted prior to July 19, 2005 that are subsequently
modified, repurchased or cancelled after January 1, 2006
shall be subject to the provisions of SFAS 123R.
We will use the modified prospective method under SFAS 123R
for any stock options granted after July 19, 2005. The
aggregate value of the unvested portion of stock options issued
between July 19, 2005 and December 31, 2005 totaled
$4.4 million as of December 31, 2005, net of estimated
forfeitures. Beginning in 2006, this aggregate value will be
recognized as compensation expense in our consolidated statement
of operations ratably over the remaining vesting period and this
non-cash stock-based compensation expense is expected to be
$1.6 million, $1.0 million, $0.9 million,
$0.8 million and $0.1 million for the years 2006,
2007, 2008, 2009 and 2010, respectively. The $4.4 million
of stock-based compensation expense excludes any stock-based
awards granted subsequent to December 31, 2005. Management
continues to evaluate the use of stock-based equity awards and
may consider other forms of equity-based compensation
arrangements (such as restricted stock units), or reduce the
volume of stock option award grants in the future.
Prospectively, we will use the Black-Scholes option-pricing
model to estimate the fair value of
equity-based
compensation awards on the dates of grant. In accordance with
Staff Accounting Bulletin 107, or SAB 107, based upon
our stage of development and the short period of time that our
common stock has been publicly traded on the NASDAQ National
Market (NASDAQ), we expect to use the following assumptions in
the Black-Scholes option-pricing model to estimate the fair
value of future equity-based compensation awards:
Expected Term the expected term will be
determined using the simplified method for estimating expected
option life of plain-vanilla options. Unless
otherwise determined by the Board or the Compensation Committee,
stock options granted under the 2005 Stock Incentive Plan have a
contractual term of seven years, resulting in an expected term
of 4.75 years calculated under the simplified method.
Risk-Free Interest Rate the risk-free interest
rate for each grant is equal to the U.S. Treasury rate in
effect at the time of grant for instruments with an expected
life similar to the expected option term.
Volatility the objective in estimating expected
volatility is to ascertain the assumption about expected
volatility that marketplace participants would likely use in
determining an exchange price for an option. Because we have no
options that are traded publicly and because of our limited
trading history as a public company, our volatility assumption
will be based upon an analysis of the trading of similar
companies in the medical device and technology industries,
consistent with the methodology used in 2005. We may change our
volatility assumption in the future once we have a sufficient
amount of historical information regarding the volatility of our
share price. For 2006, we will use a volatility rate assumption
of 85%.
We will also estimate expected forfeitures of stock options upon
adoption of SFAS 123R. In developing a forfeiture rate
estimate, we considered our historical experience, our growing
employee base and the limited liquidity of our common stock.
Actual forfeiture activity may differ from our estimated
forfeiture rate.
Accounting
for Income Taxes
We account for federal and state income taxes in accordance with
SFAS No. 109, Accounting for Income
Taxes. Under the liability method specified by
SFAS No. 109, a deferred tax asset or liability is
determined based on the difference between the financial
statement and tax basis of assets and liabilities, as measured
by the enacted tax rates.
50
As of December 31, 2005, we had federal and state net
operating loss carryforwards of approximately $79.1 million
and $71.6 million, respectively, available to reduce future
taxable income, if any. The federal net operating loss
carryforwards will expire between 2019 and 2025, while the state
net operating loss carryforwards will expire between 2006 and
2010. We also had combined federal and state research and
development credit carryforwards of $3.3 million at
December 31, 2005, which begin to expire in 2019 if not
utilized. Utilization of the net operating loss carryforwards
may be subject to an annual limitation due to the ownership
percentage change limitations provided by the Internal Revenue
Code Section 382 and similar state provisions. In the event
of a deemed change in control under Internal Revenue Code
Section 382, an annual limitation imposed on the
utilization of net operating losses may result in the expiration
of net operating loss carryforwards.
Due to uncertainty surrounding the realization of deferred tax
assets through future taxable income, we have provided a full
valuation allowance and no benefit has been recognized for the
net operating loss and other deferred tax assets. Accordingly, a
valuation allowance for the full amount of the deferred tax
asset has been established as of December 31, 2005 and 2004
to reflect these uncertainties.
Related-Party
Transactions
Medisystems Corporation is our primary supplier of tubing and
certain other components used in the System One disposable
cartridge and completed cartridges. The chief executive officer
and sole stockholder of Medisystems is a member of our board of
directors and owns approximately 9.3% of our outstanding common
stock as of December 31, 2005. We purchased approximately
$896,000, $232,000 and $41,000 of goods from Medisystems during
the years ended December 31, 2005, 2004 and 2003,
respectively. We anticipate significantly increasing the amount
of materials that we purchase from Medisystems over the next few
years. We do not have a long-term supply agreement with
Medisystems, and we purchase products from Medisystems through
purchase orders. We are currently negotiating a long-term supply
agreement with Medisystems covering components, subassemblies
and completed cartridges, although we cannot be certain that we
will enter into an agreement with Medisystems. We believe that
our purchases from Medisystems have been on terms no less
favorable to us than could be obtained from unaffiliated third
parties or through internal operations.
Off-Balance
Sheet Arrangements
Since inception we have not engaged in any off-balance sheet
financing activities except for leases which are properly
classified as operating leases and disclosed in the
Liquidity and Capital Resources section above.
Recent
Accounting Pronouncements
Refer to Accounting for Stock-Based Awards in the
Summary of Critical Accounting Policies and
Estimates section above for a summary of the expected
impact of adopting SFAS 123R to our consolidated financial
statements.
|
|
Item 7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
Interest
Rate Exposure
Our investment portfolio consists primarily of high-grade
commercial paper, high grade corporate bonds and debt
obligations of various governmental agencies. We manage our
investment portfolio in accordance with our investment policy.
The primary objectives of our investment policy are to preserve
principal, maintain a high degree of liquidity to meet operating
needs and obtain competitive returns subject to prevailing
market conditions. Investments are made with an average maturity
of less than six months and a maximum maturity of
12 months. These investments are subject to risk of
default, changes in credit rating and changes in market value.
These investments are also subject to interest rate risk and
will decrease in value if market interest rates increase. Due to
the conservative nature of our investments and relatively short
effective maturities of the debt instruments, we believe
interest rate risk is mitigated. Our investment policy specifies
the credit quality
51
standards for our investments and limits the amount of exposure
from any single issue, issuer or type of investment. As of
December 31, 2005, we had outstanding debt of
$3.1 million with a fixed interest rate of 7.0%. Movements
in market interest rates could impact the fair value of our
debt. As of December 31, 2005, the carrying amount of our
debt approximated fair value.
Foreign
Currency Exposure
We operate a manufacturing and research facility in Rosdorf,
Germany. We purchase materials for that facility and pay our
employees at that facility in the Euro. In addition, we purchase
products for resale in the United States from foreign companies
and have agreed to pay them in currencies other than the
U.S. dollar. As a result, our expenses and cash flows are
subject to fluctuations due to changes in foreign currency
exchange rates. In periods when the U.S. dollar declines in
value as compared to the foreign currencies in which we incur
expenses, our foreign-currency based expenses increase when
translated into U.S. dollars. Although it is possible to do
so, we do not hedge our foreign currency since the exposure has
not been material to our historical operating results. A 10%
movement in the Euro would have had an overall impact to the
statement of operations of approximately $260,000 for 2005,
which would have been less than 0.9% of total annual expenses.
Equity
Security Price Risk
As a matter of policy, we do not invest in marketable equity
securities; therefore, we do not currently have any direct
equity price risk.
52
|
|
Item 8.
|
Financial
Statements and Supplementary Data
|
NXSTAGE
MEDICAL, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
53
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of NxStage Medical, Inc.
We have audited the accompanying consolidated balance sheets of
NxStage Medical, Inc. as of December 31, 2005 and 2004, and
the related consolidated statements of operations, redeemable
convertible preferred stock and stockholders equity
(deficit), and cash flows for each of the three years in the
period ended December 31, 2005. These financial statements
are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. We were not engaged to perform an
audit of the Companys internal control over financial
reporting. Our audit included consideration of internal control
over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of
the Companys internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of NxStage Medical, Inc. at December 31,
2005 and 2004, and the consolidated results of its operations
and its cash flows for each of the three years in the period
ended December 31, 2005, in conformity with
U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
January 31, 2006
54
NXSTAGE
MEDICAL, INC.
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
61,223,377
|
|
|
$
|
5,639,499
|
|
Marketable securities
|
|
|
|
|
|
|
12,495,000
|
|
Accounts receivable, net
|
|
|
1,367,860
|
|
|
|
524,265
|
|
Inventory
|
|
|
5,956,336
|
|
|
|
4,410,253
|
|
Prepaid expenses and other current
assets
|
|
|
523,160
|
|
|
|
39,585
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
69,070,733
|
|
|
|
23,108,602
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
2,070,387
|
|
|
|
759,008
|
|
Field equipment, net
|
|
|
4,843,398
|
|
|
|
1,041,263
|
|
Other assets
|
|
|
446,508
|
|
|
|
546,061
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
76,431,026
|
|
|
$
|
25,454,934
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES, REDEEMABLE
CONVERTIBLE PREFERRED STOCK AND
STOCKHOLDERS EQUITY (DEFICIT)
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
3,027,524
|
|
|
$
|
1,409,269
|
|
Accrued expenses
|
|
|
2,344,318
|
|
|
|
1,020,426
|
|
Deferred rent obligation
|
|
|
84,997
|
|
|
|
|
|
Deferred revenue
|
|
|
|
|
|
|
25,720
|
|
Current portion of long-term debt
|
|
|
1,513,480
|
|
|
|
1,448,165
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
6,970,319
|
|
|
|
3,903,580
|
|
Deferred rent obligation
|
|
|
473,268
|
|
|
|
|
|
Long-term debt
|
|
|
1,633,070
|
|
|
|
3,005,717
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
9,076,657
|
|
|
|
6,909,297
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
(Note 8)
|
|
|
|
|
|
|
|
|
Redeemable convertible preferred
stock, at redemption value:
|
|
|
|
|
|
|
|
|
Series B: zero and
1,875,000 shares authorized as of December 31, 2005
and 2004; zero and 1,875,000 shares issued and outstanding
at December 31, 2005 and 2004
|
|
|
|
|
|
|
5,006,250
|
|
Series C: zero and
1,155,169 shares authorized as of December 31, 2005
and 2004; zero and 1,151,632 shares issued and outstanding
at December 31, 2005 and 2004
|
|
|
|
|
|
|
6,000,003
|
|
Series D: zero and
5,011,173 shares authorized as of December 31, 2005
and 2004; zero and 4,857,622 shares issued and outstanding
at December 31, 2005 and 2004
|
|
|
|
|
|
|
29,000,008
|
|
Series E: zero and
2,690,846 shares authorized as of December 31, 2005
and 2004; zero and 2,669,908 shares issued and outstanding
at December 31, 2005 and 2004
|
|
|
|
|
|
|
15,939,351
|
|
Series F: zero and
2,829,671 shares authorized as of December 31, 2005
and 2004; zero and 2,747,253 shares issued and outstanding
at December 31, 2005 and 2004
|
|
|
|
|
|
|
20,000,002
|
|
|
|
|
|
|
|
|
|
|
Total redeemable convertible
preferred stock
|
|
|
|
|
|
|
75,945,614
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity (deficit):
|
|
|
|
|
|
|
|
|
Undesignated preferred stock: par
value $0.001, 5,000,000 and zero shares authorized as of
December 31, 2005 and 2004; zero shares issued and
outstanding as of December 31, 2005 and 2004
|
|
|
|
|
|
|
|
|
Common stock: par value $0.001,
100,000,000 and 20,000,000 shares authorized as of
December 31, 2005 and 2004; 21,176,554 and
2,566,681 shares issued and outstanding as of
December 31, 2005 and 2004
|
|
|
21,177
|
|
|
|
2,567
|
|
Additional paid-in capital
|
|
|
151,675,548
|
|
|
|
2,391,223
|
|
Deferred compensation
|
|
|
(259,910
|
)
|
|
|
(420,509
|
)
|
Accumulated deficit
|
|
|
(84,010,669
|
)
|
|
|
(59,496,069
|
)
|
Accumulated other comprehensive
income (loss)
|
|
|
(71,777
|
)
|
|
|
122,811
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
(deficit)
|
|
|
67,354,369
|
|
|
|
(57,399,977
|
)
|
|
|
|
|
|
|
|
|
|
Total liabilities, redeemable
convertible preferred stock and stockholders equity
(deficit)
|
|
$
|
76,431,026
|
|
|
$
|
25,454,934
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to these consolidated financial
statements.
55
NXSTAGE
MEDICAL, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
Revenues
|
|
$
|
5,993,739
|
|
|
$
|
1,884,569
|
|
|
$
|
285,954
|
|
Cost of revenues
|
|
|
9,585,286
|
|
|
|
3,438,832
|
|
|
|
940,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (deficit)
|
|
|
(3,591,547
|
)
|
|
|
(1,554,263
|
)
|
|
|
(654,417
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
6,304,463
|
|
|
|
5,970,442
|
|
|
|
4,526,491
|
|
Selling and marketing
|
|
|
7,549,830
|
|
|
|
3,334,028
|
|
|
|
2,180,747
|
|
Distribution
|
|
|
2,059,279
|
|
|
|
494,786
|
|
|
|
32,602
|
|
General and administrative
|
|
|
4,854,471
|
|
|
|
3,603,967
|
|
|
|
2,868,304
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
20,768,043
|
|
|
|
13,403,223
|
|
|
|
9,608,144
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(24,359,590
|
)
|
|
|
(14,957,486
|
)
|
|
|
(10,262,561
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
643,417
|
|
|
|
130,347
|
|
|
|
146,047
|
|
Interest expense
|
|
|
(763,437
|
)
|
|
|
(14,542
|
)
|
|
|
(91,985
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(120,020
|
)
|
|
|
115,805
|
|
|
|
54,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(24,479,610
|
)
|
|
$
|
(14,841,681
|
)
|
|
$
|
(10,208,499
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share, basic and
diluted
|
|
$
|
(4.31
|
)
|
|
$
|
(5.81
|
)
|
|
$
|
(4.10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares
outstanding, basic and diluted
|
|
|
5,680,566
|
|
|
|
2,555,605
|
|
|
|
2,489,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to these consolidated financial
statements.
56
NXSTAGE
MEDICAL, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
Redeemable Convertible Preferred
Stock
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Receivable
|
|
|
|
|
|
Comprehensive
|
|
|
Total
|
|
|
|
|
|
|
Carrying
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
Deferred
|
|
|
From
|
|
|
Accumulated
|
|
|
Income
|
|
|
Comprehensive
|
|
|
|
Shares
|
|
|
Value
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Compensation
|
|
|
Stockholders
|
|
|
Deficit
|
|
|
(Loss)
|
|
|
Loss
|
|
|
Balance at December 31,
2002
|
|
|
7,884,254
|
|
|
$
|
40,006,261
|
|
|
|
2,560,644
|
|
|
$
|
2,561
|
|
|
$
|
1,496,459
|
|
|
$
|
(95,843
|
)
|
|
$
|
(289,615
|
)
|
|
$
|
(34,367,595
|
)
|
|
$
|
(17,389
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of Series E redeemable
convertible preferred stock, net of issuance costs of $46,814
|
|
|
2,669,908
|
|
|
|
15,939,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(46,814
|
)
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
4,582
|
|
|
|
5
|
|
|
|
13,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options issued to
non-employees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,000
|
|
|
|
(9,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred
compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cumulative translation
adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,709
|
)
|
|
$
|
(3,709
|
)
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,208,499
|
)
|
|
|
|
|
|
|
(10,208,499
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(10,212,208
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31,
2003
|
|
|
10,544,162
|
|
|
$
|
55,945,612
|
|
|
|
2,565,226
|
|
|
$
|
2,566
|
|
|
$
|
1,518,555
|
|
|
$
|
(65,939
|
)
|
|
$
|
(289,615
|
)
|
|
$
|
(44,622,908
|
)
|
|
$
|
(21,098
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of Series F redeemable
convertible preferred stock, net of issuance costs of $31,480
|
|
|
2,747,253
|
|
|
|
20,000,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(31,480
|
)
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
1,455
|
|
|
|
1
|
|
|
|
5,264
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options issued to nonemployees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
159,124
|
|
|
|
(159,124
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
285,780
|
|
|
|
(285,780
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred
compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued in connection with
debt agreement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
422,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on marketable
securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,000
|
|
|
$
|
24,000
|
|
Forgiveness of note receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
289,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cumulative translation
adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
119,909
|
|
|
|
119,909
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,841,681
|
)
|
|
|
|
|
|
|
(14,841,681
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(14,697,772
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31,
2004
|
|
|
13,301,415
|
|
|
$
|
75,945,614
|
|
|
|
2,566,681
|
|
|
$
|
2,567
|
|
|
$
|
2,391,223
|
|
|
$
|
(420,509
|
)
|
|
$
|
|
|
|
$
|
(59,496,069
|
)
|
|
$
|
122,811
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of
Series F-1
redeemable convertible preferred stock, net of issuance costs of
$34,990
|
|
|
2,197,801
|
|
|
|
15,999,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(34,990
|
)
|
|
|
|
|
|
|
|
|
Conversion of redeemable
convertible preferred stock to common stock
|
|
|
(15,499,216
|
)
|
|
|
(91,945,607
|
)
|
|
|
12,124,840
|
|
|
|
12,125
|
|
|
|
91,933,482
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock, net of
issuance costs
|
|
|
|
|
|
|
|
|
|
|
6,325,000
|
|
|
|
6,325
|
|
|
|
56,023,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series D warrant extension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
478,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
128,729
|
|
|
|
129
|
|
|
|
533,777
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of warrants
|
|
|
|
|
|
|
|
|
|
|
31,304
|
|
|
|
31
|
|
|
|
223,029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options issued to nonemployees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,400
|
|
|
|
(34,400
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,066
|
|
|
|
(58,066
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred
compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
253,065
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized gain on marketable
securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24,000
|
)
|
|
$
|
(24,000
|
)
|
Change in cumulative translation
adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(170,588
|
)
|
|
|
(170,588
|
)
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24,479,610
|
)
|
|
|
|
|
|
|
(24,479,610
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(24,674,198
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31,
2005
|
|
|
|
|
|
$
|
|
|
|
|
21,176,554
|
|
|
$
|
21,177
|
|
|
$
|
151,675,548
|
|
|
$
|
(259,910
|
)
|
|
$
|
|
|
|
$
|
(84,010,669
|
)
|
|
$
|
(71,777
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to these consolidated financial
statements.
57
NXSTAGE
MEDICAL, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
Cash flows from operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(24,479,610
|
)
|
|
$
|
(14,841,681
|
)
|
|
$
|
(10,208,499
|
)
|
Adjustments to reconcile net loss
to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized gain on sale of marketable
securities
|
|
|
(24,000
|
)
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
1,033,688
|
|
|
|
452,925
|
|
|
|
370,797
|
|
Amortization of debt discount
|
|
|
140,833
|
|
|
|
|
|
|
|
|
|
Forgiveness of related party loans
|
|
|
|
|
|
|
289,615
|
|
|
|
62,913
|
|
Stock-based compensation
|
|
|
253,065
|
|
|
|
90,334
|
|
|
|
38,904
|
|
Changes in operating assets and
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(843,595
|
)
|
|
|
(375,579
|
)
|
|
|
(148,677
|
)
|
Inventory
|
|
|
(5,929,697
|
)
|
|
|
(2,346,311
|
)
|
|
|
(1,044,889
|
)
|
Prepaid expenses and other current
assets
|
|
|
(483,598
|
)
|
|
|
11,002
|
|
|
|
89,893
|
|
Accounts payable
|
|
|
1,613,878
|
|
|
|
1,215,678
|
|
|
|
35,163
|
|
Accrued expenses
|
|
|
1,370,911
|
|
|
|
331,600
|
|
|
|
(31,193
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating
activities
|
|
|
(27,348,125
|
)
|
|
|
(15,172,417
|
)
|
|
|
(10,835,588
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(1,198,222
|
)
|
|
|
(195,071
|
)
|
|
|
(80,084
|
)
|
Sale of marketable securities
|
|
|
12,495,000
|
|
|
|
|
|
|
|
|
|
Purchase of marketable securities
|
|
|
|
|
|
|
(12,471,000
|
)
|
|
|
|
|
Increase in other assets
|
|
|
(5,869
|
)
|
|
|
(135,013
|
)
|
|
|
1,678
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by
investing activities
|
|
|
11,290,909
|
|
|
|
(12,801,084
|
)
|
|
|
(78,406
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from issuance of
redeemable convertible preferred stock
|
|
|
15,965,003
|
|
|
|
19,968,522
|
|
|
|
15,892,537
|
|
Net proceeds from issuance of
common stock
|
|
|
56,507,896
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of stock
options
|
|
|
533,906
|
|
|
|
5,265
|
|
|
|
13,101
|
|
Proceeds from exercise of warrants
|
|
|
223,060
|
|
|
|
|
|
|
|
|
|
Net borrowings (repayments) on
loans and lines of credit
|
|
|
(1,448,164
|
)
|
|
|
4,730,311
|
|
|
|
(136,417
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing
activities
|
|
|
71,781,701
|
|
|
|
24,704,098
|
|
|
|
15,769,221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange effect on cash and
cash equivalents
|
|
|
(140,607
|
)
|
|
|
28,284
|
|
|
|
(2,470
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and
cash equivalents
|
|
|
55,583,878
|
|
|
|
(3,241,119
|
)
|
|
|
4,852,757
|
|
Cash and cash equivalents,
beginning of year
|
|
|
5,639,499
|
|
|
|
8,880,618
|
|
|
|
4,027,861
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of
year
|
|
$
|
61,223,377
|
|
|
$
|
5,639,499
|
|
|
$
|
8,880,618
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosure
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
270,098
|
|
|
$
|
14,542
|
|
|
$
|
28,092
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncash Investing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers from inventory to field
equipment
|
|
$
|
4,366,981
|
|
|
$
|
1,091,198
|
|
|
$
|
63,180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leasehold improvement allowance
|
|
$
|
614,798
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncash Financing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued in connection with
financing activity
|
|
$
|
|
|
|
$
|
422,500
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation and paid-in
capital
|
|
$
|
92,466
|
|
|
$
|
444,904
|
|
|
$
|
9,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of preferred stock to
common stock
|
|
$
|
91,945,607
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extension of Series D warrants
|
|
$
|
478,094
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to these consolidated financial
statements.
58
NXSTAGE
MEDICAL, INC.
NxStage Medical, Inc. (the Company) is a medical device company
that develops, manufactures and markets products for the
treatment of kidney failure and fluid overload. The
Companys primary product, the NxStage System One (the
System), was designed to satisfy an unmet clinical need for a
system that can deliver the therapeutic flexibility and clinical
benefits associated with traditional dialysis machines in a
smaller, portable,
easy-to-use
form that can be used by healthcare professionals and trained
lay users alike in a variety of settings, including patient
homes, as well as more traditional care settings such as
hospitals and dialysis clinics. The System is cleared by the
United States Food and Drug Administration (FDA) and sold
commercially in the United States for the treatment of acute and
chronic kidney failure patients as well as patients with
congestive heart failure suffering from fluid overload. The
System consists of an electromechanical medical device (cycler),
a disposable blood tubing set and a dialyzer (filter)
pre-mounted in a disposable, single-use cartridge, and fluids
used in conjunction with therapy.
During 2004, the Company commenced significant commercial
activities and was no longer considered to be in the development
stage. The Companys growth has been funded through a
combination of private equity, bank debt, lease financing, and
since November 1, 2005, through proceeds from its initial
public offering of common stock. As of December 31, 2005,
the Company had approximately $61.2 million of unrestricted
cash and the Company believes that it has sufficient cash and
financing commitments to meet its funding requirements at least
through 2006. The Company has experienced and continues to
experience negative operating margins and negative cash flows
from operations and there can be no assurance as to the
availability or terms upon which additional financing may be
available in the future.
|
|
2.
|
Summary
of Significant Accounting Policies
|
(a) Principles
of Consolidation and Basis of Presentation
The accompanying consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries. All
material intercompany transactions and balances have been
eliminated in consolidation. Certain amounts in previously
issued consolidated financial statements have been reclassified
to conform to the current presentation.
On September 15, 2005, the Companys board of
directors declared a
one-for-1.3676
reverse stock split of the outstanding shares of common stock
and adjusted conversion ratios of Series B, Series C,
Series D, Series E, Series F and
Series F-1
redeemable convertible preferred stock to reflect the
one-for-1.3676
reverse stock split of the common stock. All references in the
consolidated financial statements to the number of shares
outstanding, per share amounts, and stock option data of the
Companys common stock have been retroactively adjusted to
reflect the effect of the reverse stock split for all periods
presented.
(b) Use
of Estimates
The preparation of the Companys consolidated financial
statements in conformity with accounting principles generally
accepted in the United States requires management to make
estimates and assumptions that affect reported amounts of assets
and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
(c) Foreign
Currency Translation and Transactions
Assets and liabilities of the Companys foreign operations
are translated in accordance with Statement of Financial
Accounting Standards (SFAS) No. 52, Foreign Currency
Translation. In accordance with SFAS No. 52,
assets and liabilities of the Companys foreign operations
are translated into U.S. dollars at current exchange rates,
and income and expense items are translated at average rates of
exchange prevailing
59
NXSTAGE
MEDICAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
during the year. Gains and losses realized from transactions,
including intercompany balances not considered permanent
investments, are denominated in foreign currencies and are
included in the consolidated statements of operations and were
not material for the periods presented.
(d) Cash,
Cash Equivalents and Marketable Securities
The Company considers all highly-liquid investments purchased
with original maturities of 90 days or less to be cash
equivalents. Cash equivalents include amounts invested in money
market funds. Cash equivalents are stated at cost plus accrued
interest, which approximates market value.
The Company accounts for its investments in marketable
securities in accordance with Statement of Financial Accounting
Standards (SFAS) No. 115, Accounting for Certain
Investments in Debt and Equity Securities. In accordance
with SFAS No. 115, the Company has classified all of
its investments in marketable securities as
available-for-sale
for the year ended December 31, 2004; there were no
marketable securities at December 31, 2005. Marketable
securities are reported at their fair value, with any unrealized
gains and losses excluded from earnings and reported as a
separate component of stockholders equity (deficit) as
other comprehensive income (loss).
(e) Fair
Value of Financial Instruments and Concentration of Credit
Risk
Financial instruments consist principally of cash and cash
equivalents, marketable securities, accounts receivable,
accounts payable and long-term debt. The estimated fair value of
these instruments approximates their carrying value due to the
short period of time to their maturities. The fair value of the
Companys debt is estimated based on the current rates
offered to the Company for debt of the same remaining
maturities. The carrying amount of long-term debt approximates
fair value.
The Company maintains its cash in bank deposit accounts which,
at times, may exceed federally insured limits. Management
believes that the financial institutions that hold the
Companys cash are financially sound and, accordingly,
minimal credit risk exists with respect to these balances.
All of the Companys revenues are derived from the sale of
the System One and related products, which cannot be used with
any other dialysis system. If the System One is not a successful
product or is withdrawn from the market for any reason, the
Company does not have other products in development.
The Company uses and is dependent upon four single source
suppliers of components, subassemblies and finished goods. The
Company is dependent on the ability of its suppliers to provide
products on a timely basis and on favorable pricing terms. The
loss of certain principal suppliers or a significant reduction
in product availability from principal suppliers could have a
material adverse effect on the Company. The Company believes
that its relationships with its suppliers are satisfactory.
The Company reduces gross trade accounts receivable with an
allowance for doubtful accounts. The allowance for doubtful
accounts is the Companys best estimate of the amount of
probable credit losses in the existing accounts receivable. The
Company reviews its allowance for doubtful accounts on a monthly
basis and all past due balances are reviewed individually for
collectability. Account balances are charged off against the
allowance after significant collection efforts have been made
and potential for recovery is considered remote. Provisions for
allowance for doubtful accounts are recorded in general and
administrative expenses in
60
NXSTAGE
MEDICAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
the accompanying consolidated statements of operations. Activity
related to allowance for doubtful accounts consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
Beginning of Year
|
|
|
Provision
|
|
|
Write-Offs
|
|
|
End of Year
|
|
|
Year ended December 31, 2005
|
|
$
|
21,933
|
|
|
$
|
15,750
|
|
|
$
|
(25,417
|
)
|
|
$
|
12,266
|
|
Year ended December 31, 2004
|
|
$
|
9,599
|
|
|
$
|
24,750
|
|
|
$
|
(12,416
|
)
|
|
$
|
21,933
|
|
Year ended December 31, 2003
|
|
$
|
9,599
|
|
|
|
|
|
|
|
|
|
|
$
|
9,599
|
|
The following table summarizes the number of customers who
individually comprise greater than 10% of total revenue and
total accounts receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
Accounts Receivable
|
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
Percent of
|
|
|
|
Number of
|
|
|
Total
|
|
|
Number of
|
|
|
Total Accounts
|
|
Year Ended
|
|
Customers
|
|
|
Revenue
|
|
|
Customers
|
|
|
Receivable
|
|
|
December 31, 2005
|
|
|
3
|
|
|
|
33%
|
|
|
|
2
|
|
|
|
25%
|
|
December 31, 2004
|
|
|
3
|
|
|
|
37%
|
|
|
|
3
|
|
|
|
35%
|
|
December 31, 2003
|
|
|
2
|
|
|
|
63%
|
|
|
|
1
|
|
|
|
44%
|
|
(f) Inventory
Inventory is stated at the lower of cost (weighted-average) or
market (net realizable value). The Company regularly reviews its
inventory quantities on hand and related cost and records a
provision for any excess or obsolete inventory based on its
estimated forecast of product demand and existing product
configurations. The medical device industry is characterized by
rapid development and technological advances that could result
in obsolescence of inventory. Additionally, the Companys
estimates of future product demand may prove to be inaccurate.
(g) Property
and Equipment and Field Equipment
Property and equipment and field equipment are recorded at cost.
Depreciation is provided over the estimated useful lives of the
related assets using the straight-line method for financial
statement purposes. The Company uses other depreciation methods
(generally, accelerated depreciation methods) for tax purposes
where appropriate. Amortization of leasehold improvements is
computed using the straight-line method over the shorter of the
remaining lease term or the estimated useful lives of the
improvements.
Construction in process is stated at cost, which includes the
cost of construction and other direct costs attributable to the
construction. No provision for depreciation is made on
construction in process until such time as the relevant assets
are completed and put into use. Construction in process at
December 31, 2005 represents machinery and equipment under
installation.
Repairs and maintenance are expensed as incurred. Expenditures
that increase the value or productive capacity of assets are
capitalized. When property and equipment are retired, sold, or
otherwise disposed of, the assets carrying amount and
related accumulated depreciation are removed from the accounts
and any gain or loss is included in operations.
61
NXSTAGE
MEDICAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The estimated service lives of property and equipment and field
equipment are principally as follows:
|
|
|
|
|
|
|
Estimated
|
|
|
|
Useful Life
|
|
|
Leasehold improvements
|
|
|
Lesser of 5 years or lease term
|
|
Computer and office equipment
|
|
|
3 years
|
|
Machinery, equipment and tooling
|
|
|
5 years
|
|
Furniture
|
|
|
7 years
|
|
Field equipment
|
|
|
5 years
|
|
(h) Revenue
Recognition
The Company recognizes revenue from product sales and services
when earned in accordance with Staff Accounting Bulletin (SAB)
No. 104, Revenue Recognition, and
EITF 00-21,
Revenue Arrangements with Multiple Deliverables. Revenues
are recognized when: (a) there is persuasive evidence of an
arrangement, (b) the product has been shipped or services
and supplies have been provided to the customer, (c) the
sales price is fixed or determinable and (d) collection is
reasonably assured. In the critical care market, sales are
structured as direct product sales or as a disposables
based-program in which a customer acquires the equipment through
the purchase of a specific quantity of disposables over a
specific period of time. In the chronic care market, revenues
are realized using short-term rental arrangements.
In the critical care market, the Company recognizes revenue from
direct product sales at the later of the time of shipment or, if
applicable, delivery in accordance with contract terms. For the
chronic market, the Company recognizes revenue derived from
short-term rental arrangements ratably over the rental period.
These rental arrangements combine the use of a system with a
specified number of disposable products supplied to customers
for a fixed amount per month. Revenue is recognized on a monthly
basis in accordance with agreed upon contract terms and pursuant
to customer purchase orders with fixed payment terms. Customer
contracts are generally cancelable on a
30-days
notice and there are no purchase requirements from customers
under the Companys chronic agreements.
Under a disposables-based program, the customer is granted the
right to use the equipment for a period of time, during which
the customer commits to purchase a minimum number of disposable
cartridges or fluids at a price that includes a premium above
the otherwise average selling price of the cartridges or fluids
to recover the purchase of the equipment and provide for a
profit. Upon reaching the contractual minimum purchases,
ownership of the equipment transfers to the customer. Revenues
under these arrangements are recognized over the term of the
arrangement as disposables are delivered. The Company records
the cost of the equipment in inventory and amortizes the cost of
the equipment through charges to cost of revenues consistent
with the customers minimum purchase requirement.
When the Company enters into a multiple-element arrangement, it
allocates the total fee to all elements of the arrangement based
on their respective fair values. Fair value is determined by the
price charged when each element is sold separately. The
Companys most common multiple-element arrangements are
products sold under a disposables-based program in the critical
care market as described above. The Company accounts for the
disposables-based program as a single economic transaction and
has determined that it does not have a basis to separate the
transaction into multiple elements to recognize revenue at the
time of shipment of each element. Rather, the Company recognizes
revenue related to all elements over the term of the arrangement
as the disposables are delivered.
The Companys contracts provide for training, technical
support and warranty services to its customers. The Company
recognizes training revenue when the related services are
performed. In the case of extended warranty, the revenue is
recognized ratably over the warranty period.
62
NXSTAGE
MEDICAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(i) Stock-Based
Compensation
The Company accounts for stock-based employee compensation in
accordance with Accounting Principles Board Opinion No. 25
(APB No. 25), Accounting for Stock Issued to
Employees, and related interpretations. Accordingly,
compensation expense is recorded for stock options awarded to
employees and directors to the extent that the option exercise
price is less than the fair market value of the Companys
common stock on the date of grant, where the number of shares
and exercise price are fixed. The difference between the fair
value of the Companys common stock and the exercise price
of the stock option, if any, is recorded as deferred
compensation and is amortized to compensation expense over the
vesting period of the underlying stock option. The Company
follows only the disclosure requirements of
SFAS No. 123, Accounting for Stock-Based
Compensation for stock-based awards to employees. All
stock-based awards to nonemployees are accounted for at their
fair value in accordance with SFAS No. 123 and related
interpretations.
The Company filed a registration statement on
Form S-1
for an initial public offering of its common stock on
July 19, 2005 and closed the initial public offering on
November 1, 2005. Stock options granted prior to
July 19, 2005 were valued using the minimum value method,
while stock options granted after July 19, 2005 were valued
using the Black-Scholes option-pricing model. The minimum value
method excludes the impact of stock volatility, whereas the
Black-Scholes option-pricing model includes a stock volatility
assumption in its calculation. The inclusion of a stock
volatility assumption, the principal difference between the two
methods, ordinarily yields a higher fair value. The
weighted-average assumptions used are as follows:
|
|
|
|
|
|
|
|
|
Years Ended
December 31,
|
|
|
2005
|
|
2004
|
|
2003
|
|
Expected life of the options
|
|
4.75 - 7 years
|
|
7 years
|
|
7 years
|
Risk-free interest rate
|
|
3.88% - 4.68%
|
|
4.65% - 5.20%
|
|
2.91% - 4.05%
|
Expected stock price volatility
|
|
0% - 85%
|
|
|
|
|
Expected dividend yield
|
|
|
|
|
|
|
The effect of expensing the fair value of employee stock
options, consistent with SFAS No. 123, would have been
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
Net loss as reported
|
|
$
|
(24,479,610
|
)
|
|
$
|
(14,841,681
|
)
|
|
$
|
(10,208,499
|
)
|
Plus: Stock-based employee
compensation expense, included in net loss, as reported
|
|
|
71,445
|
|
|
|
11,908
|
|
|
|
|
|
Less: Stock-based employee
compensation expense determined under fair value based method
for all awards
|
|
|
(807,159
|
)
|
|
|
(301,430
|
)
|
|
|
(241,219
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net loss
|
|
$
|
(25,215,324
|
)
|
|
$
|
(15,131,203
|
)
|
|
$
|
(10,449,718
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share, basic and
diluted as reported
|
|
$
|
(4.31
|
)
|
|
$
|
(5.81
|
)
|
|
$
|
(4.10
|
)
|
Net loss per share, basic and
diluted pro forma
|
|
$
|
(4.44
|
)
|
|
$
|
(5.92
|
)
|
|
$
|
(4.20
|
)
|
The recognized stock-based compensation expense represents the
intrinsic value of a stock option award made to a newly hired
executive officer on October 25, 2004 with an exercise
price that was lower than the grant date fair value. This amount
is included in general and administrative expenses in the
accompanying consolidated statements of operations.
(j) Warranty
Costs
For a period of one year following the delivery of products to
its critical care customers, the Company provides for product
repair or replacement if it is determined that there is a defect
in material or manufacture
63
NXSTAGE
MEDICAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
of the product. For sales into the critical care market, the
Company accrues estimated warranty costs at the time of shipment
based on contractual rights and historical experience.
(k) Distribution
Expenses
Distribution expenses consist of the costs incurred in shipping
products to customers and are charged to operations as incurred.
Prior to 2004, the Company did not charge any distribution costs
to its customers. Starting in 2004, shipping and handling costs
charged to customers totaled $42,801 and $25,754 for the years
ended December 31, 2005 and 2004, respectively, and have
been included in revenues.
(l) Research
and Development Costs
Research and development costs are charged to operations as
incurred.
(m) Income
Taxes
The Company accounts for federal and state income taxes in
accordance with SFAS No. 109, Accounting for Income
Taxes. Under the liability method specified by
SFAS No. 109, a deferred tax asset or liability is
determined based on the difference between the financial
statement and tax basis of assets and liabilities, as measured
by the enacted tax rates. The Companys provision for
income taxes represents the amount of taxes currently payable,
if any, plus the change in the amount of net deferred tax assets
or liabilities. A valuation allowance is provided against net
deferred tax assets if recoverability is uncertain on a more
likely than not basis.
(n) Net
Loss per Share
The Company calculates net loss per share in accordance with
SFAS No. 128, Earnings per Share
(SFAS No. 128), and
EITF 03-6,
Participating Securities and the Two Class Method
under FASB Statement No. 128, Earnings per Share
(EITF 03-6).
EITF 03-6
clarifies the use of the two-class method of
calculating earnings per share as originally prescribed in
SFAS No. 128. Effective for periods beginning after
March 31, 2004,
EITF 03-6
provides guidance on how to determine whether a security should
be considered a participating security for purposes
of computing earnings per share and how earnings should be
allocated to a participating security when using the two-class
method for computing earnings per share. The Company has
determined that its redeemable preferred stock represents a
participating security because it may participate in dividends
with common stock and, therefore, has calculated net loss per
share consistent with the provisions of
EITF 03-6
for all periods presented.
Net loss per share is calculated based on the weighted average
number of shares of common stock outstanding, excluding unvested
shares of restricted common stock. The following potential
common stock equivalents were not included in the computation of
diluted net loss per share as their effect would have been
anti-dilutive:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
Options to purchase common stock
|
|
|
2,683,286
|
|
|
|
1,690,561
|
|
|
|
1,290,817
|
|
Warrants to purchase common stock
|
|
|
172,321
|
|
|
|
203,625
|
|
|
|
130,165
|
|
Unvested shares of common stock
subject to repurchase
|
|
|
|
|
|
|
402
|
|
|
|
16,625
|
|
Redeemable convertible preferred
stock
|
|
|
10,098,497
|
|
|
|
10,165,879
|
|
|
|
7,717,172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
12,954,104
|
|
|
|
12,060,467
|
|
|
|
9,154,779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64
NXSTAGE
MEDICAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
(o) Comprehensive
Income (Loss)
SFAS No. 130, Reporting Comprehensive
Income (SFAS 130), establishes standards for
reporting comprehensive income (loss) and its components in the
body of the financial statements. Comprehensive income (loss)
consists of net income (loss) and other comprehensive income
(loss). Other comprehensive income (loss) includes certain
changes in equity that are excluded from results of operations.
Specifically, foreign currency translation adjustments and
unrealized gains and losses on
available-for-sale
marketable securities are included in accumulated other
comprehensive income in the accompanying consolidated statements
of redeemable convertible preferred stock and stockholders
equity (deficit).
The components of accumulated other comprehensive income (loss)
are as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
Foreign currency translation
adjustments
|
|
$
|
(71,777
|
)
|
|
$
|
98,811
|
|
Unrealized gain on marketable
securities
|
|
|
|
|
|
|
24,000
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(71,777
|
)
|
|
$
|
122,811
|
|
|
|
|
|
|
|
|
|
|
(p) Segment
Reporting
SFAS No. 131, Disclosures about Segments of
an Enterprise and Related Information, establishes
standards for reporting information regarding operating segments
in annual financial statements. Operating segments are
identified as components of an enterprise about which separate
discrete financial information is available for evaluation by
the chief operating decision-maker in making decisions on how to
allocate resources and assess performance. The Company views its
operations and manages its business as one operating segment.
All revenues were generated in the U.S. and substantially all
assets are located in the U.S.
The Company sells products into two markets, critical care and
chronic care. The critical care market consists of hospitals or
facilities that treat patients that have suddenly, and possibly
temporarily, lost kidney function. The chronic market consists
of dialysis centers and hospitals that provide treatment options
for patients that have end stage renal disease (ESRD). Revenues
recognized in these markets were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31,
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
Critical care market
|
|
$
|
2,829,960
|
|
|
$
|
1,332,053
|
|
|
$
|
268,576
|
|
Chronic care market
|
|
|
3,163,779
|
|
|
|
552,516
|
|
|
|
17,378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
5,993,739
|
|
|
$
|
1,884,569
|
|
|
$
|
285,954
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(q) Recent
Accounting Pronouncements (Unaudited)
In December 2004, the Financial Accounting Standards Board
issued SFAS No. 123 (Revised 2004), Share-Based
Payment, or SFAS 123R, which replaces
SFAS No. 123, Accounting for Stock-Based
Compensation, or SFAS 123, and supersedes Accounting
Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees. SFAS 123R requires companies to
measure compensation cost for share-based payments to employees,
including stock options, at fair value and expense such
compensation cost over the service period beginning with the
first interim or annual period after December 15, 2005. The
pro forma disclosures previously permitted under SFAS 123
will no longer be an alternative to financial statement
recognition.
The Company will adopt SFAS 123R effective January 1,
2006. Under SFAS 123R, companies must determine the
appropriate fair value model to be used for valuing share-based
payments, the amortization
65
NXSTAGE
MEDICAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
method for compensation cost and the transition method to be
used at the date of adoption. The Company will use the
Black-Scholes option-pricing model to estimate the fair value of
stock-based compensation awards and has elected to recognize
stock-based compensation using a straight-line method of
amortization. The Company will use a combination of the
prospective and the modified prospective transition methods upon
adoption of SFAS 123R. Under the prospective method, the
Company will not recognize the remaining compensation cost for
any stock option awards which had previously been valued using
the minimum value method (i.e., stock options granted prior to
July 19, 2005). Under the modified prospective method, the
Company will (a) recognize compensation expense for all
share-based payments granted after January 1, 2006 and
(b) recognize compensation expense for awards granted to
employees between July 19, 2005 and January 1,
2006 that remain unvested as of January 1, 2006. The
unvested portion of stock options valued using the Black-Scholes
option-pricing model that were granted subsequent to
July 19, 2005 totaled approximately $4.4 million as of
December 31, 2005, which will be amortized as compensation
expense over the remaining vesting period
(2006-2010).
The $4.4 million excludes compensation expense related to
stock options granted subsequent to December 31, 2005.
At December 31, 2004, all of the Companys marketable
securities were classified as
available-for-sale.
There were no marketable securities at December 31, 2005.
Marketable securities are carried on the balance sheet at their
fair market value.
The following table summarizes the Companys marketable
securities at December 31, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Market
|
|
|
Weighted-Average
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
Date to Maturity
|
|
|
Debt
|
|
$
|
7,500,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
7,500,000
|
|
|
|
< 1 year
|
|
Fixed income
|
|
|
2,376,000
|
|
|
|
24,000
|
|
|
|
|
|
|
|
2,400,000
|
|
|
|
< 1 year
|
|
Certificates of deposit
|
|
|
2,595,000
|
|
|
|
|
|
|
|
|
|
|
|
2,595,000
|
|
|
|
< 1 year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
12,471,000
|
|
|
$
|
24,000
|
|
|
$
|
|
|
|
$
|
12,495,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year ended December 31, 2005,
available-for-sale
securities were sold for total proceeds of $12,495,000. The
gross realized gains on these sales totaled $24,000 in 2005. For
purposes of determining gross realized gains, the cost of
securities sold is based on specific identification. As a result
of the sale of these securities, there are no unrealized holding
gains on
available-for-sale
securities at December 31, 2005 in accumulated other
comprehensive income. Net unrealized holding gains on
available-for-sale
securities in the amount of $24,000 were included in accumulated
other comprehensive income at December 31, 2004.
Inventories at December 31, 2005 and 2004 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
Purchased components
|
|
$
|
2,026,986
|
|
|
$
|
2,926,114
|
|
Finished goods
|
|
|
3,929,350
|
|
|
|
1,484,139
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,956,336
|
|
|
$
|
4,410,253
|
|
|
|
|
|
|
|
|
|
|
Inventory is shown net of a valuation allowance of approximately
$646,000 and $722,000 at December 31, 2005 and 2004,
respectively.
66
NXSTAGE
MEDICAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
5.
|
Property
and Equipment and Field Equipment
|
The cost and accumulated depreciation of property and equipment
at December 31, 2005 and 2004 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
Computer and office equipment
|
|
$
|
829,298
|
|
|
$
|
611,423
|
|
Machinery, equipment and tooling
|
|
|
1,613,359
|
|
|
|
1,014,055
|
|
Furniture
|
|
|
279,815
|
|
|
|
241,491
|
|
Leasehold improvements
|
|
|
930,213
|
|
|
|
276,403
|
|
Construction-in-process
|
|
|
246,639
|
|
|
|
34,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,899,324
|
|
|
|
2,177,922
|
|
Less accumulated depreciation and
amortization
|
|
|
(1,828,937
|
)
|
|
|
(1,418,914
|
)
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
$
|
2,070,387
|
|
|
$
|
759,008
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense for property and equipment was $469,000,
$342,000 and $369,000 in 2005, 2004 and 2003, respectively.
The cost and accumulated depreciation of field equipment at
December 31, 2005 and 2004 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
Field equipment
|
|
$
|
5,521,359
|
|
|
$
|
1,154,378
|
|
Less accumulated depreciation and
amortization
|
|
|
(677,961
|
)
|
|
|
(113,115
|
)
|
|
|
|
|
|
|
|
|
|
Field equipment, net
|
|
$
|
4,843,398
|
|
|
$
|
1,041,263
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense for field equipment was $565,000, $111,000
and $2,000 in 2005, 2004 and 2003, respectively.
Accrued expenses at December 31, 2005 and 2004 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
Payroll and related benefits
|
|
$
|
769,364
|
|
|
$
|
200,271
|
|
Warranty costs
|
|
|
62,071
|
|
|
|
35,401
|
|
Accrued interest on debt
|
|
|
351,869
|
|
|
|
|
|
Accrued audit, legal and
consulting fees
|
|
|
311,700
|
|
|
|
235,315
|
|
Clinical trial costs
|
|
|
25,894
|
|
|
|
217,000
|
|
Deferred straight-line rent
|
|
|
139,697
|
|
|
|
46,446
|
|
Costs relating to initial public
offering
|
|
|
225,434
|
|
|
|
|
|
Research and development expenses
|
|
|
101,828
|
|
|
|
153,034
|
|
General and administrative expenses
|
|
|
171,824
|
|
|
|
19,980
|
|
Selling and marketing expenses
|
|
|
184,637
|
|
|
|
112,979
|
|
|
|
|
|
|
|
|
|
|
Total accrued expenses
|
|
$
|
2,344,318
|
|
|
$
|
1,020,426
|
|
|
|
|
|
|
|
|
|
|
67
NXSTAGE
MEDICAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
7.
|
Financing
Arrangements
|
Debt
In December 2004, the Company entered into a debt agreement in
the principal amount of $5.0 million, which is payable
monthly over a three-year term and is secured by all the assets
of the Company. Interest accrues at a rate of 7.0% annually and
monthly principal and interest payments are made in advance. In
addition, a final interest payment of $650,000 is due at the
maturity date in December 2007, or if the loan is prepaid in
advance. This additional interest payment is accrued on a
monthly basis using the interest method over the
36-month
life of the loan and is included in accrued expenses in the
accompanying consolidated balance sheets.
In connection with the debt agreement, the Company issued the
lender a warrant to purchase 82,416 shares of Series F
redeemable convertible preferred stock (Series F Preferred
Stock) at an exercise price of $7.28 per share
(Note 12). The Company estimated the value of the warrant
at $422,500 using the Black-Scholes option-pricing model with an
estimated volatility factor of 85%. This amount was recorded as
original issue debt discount and is being amortized as
additional interest expense over the
36-month
life of the loan.
Annual maturities of principal under the Companys debt
obligations and reconciliation to amounts included in the
consolidated balance sheet as of December 31, 2005 are as
follows:
|
|
|
|
|
2006
|
|
$
|
1,654,313
|
|
2007
|
|
|
1,773,904
|
|
|
|
|
|
|
Total future principal payments
|
|
|
3,428,217
|
|
Less: unamortized original issue
debt discount
|
|
|
(281,667
|
)
|
|
|
|
|
|
|
|
|
3,146,550
|
|
Less: current portion of long-term
debt
|
|
|
(1,513,480
|
)
|
|
|
|
|
|
Long-term debt
|
|
$
|
1,633,070
|
|
|
|
|
|
|
|
|
8.
|
Commitments
and Contingencies
|
The Company maintains its corporate headquarters and principal
operating activities in a leased building located in Lawrence,
Massachusetts. During 2005, the Company renewed the lease
agreement through 2012. The new lease agreement includes a
tenant improvement allowance paid by the landlord of $614,798,
which has been recorded as both a leasehold improvement and a
deferred rent obligation.
The future minimum rental payments under the Companys
operating leases are as follows:
|
|
|
|
|
|
|
Amount
|
|
|
2006
|
|
$
|
510,596
|
|
2007
|
|
|
505,967
|
|
2008
|
|
|
531,437
|
|
2009
|
|
|
541,242
|
|
2010
|
|
|
552,005
|
|
Thereafter
|
|
|
891,824
|
|
|
|
|
|
|
Total
|
|
$
|
3,533,071
|
|
|
|
|
|
|
Rent expense for the years ended December 31, 2005, 2004
and 2003 amounted to $461,000, $510,000 and $508,000,
respectively. The deferred rent obligation is apportioned on a
straight-line basis over the lease term and is recorded as a
reduction to rent expense.
68
NXSTAGE
MEDICAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
At December 31, 2005 and 2004, deferred income tax assets
and liabilities resulted from differences in the recognition of
income and expense items for tax and financial reporting
purposes. The sources and tax effects of these temporary
differences are presented below:
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
Deferred income tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
30,600,000
|
|
|
$
|
21,460,000
|
|
Capitalized
start-up
costs
|
|
|
457,000
|
|
|
|
932,000
|
|
Research and development credits
|
|
|
3,329,000
|
|
|
|
2,699,000
|
|
Other
|
|
|
350,000
|
|
|
|
355,000
|
|
|
|
|
|
|
|
|
|
|
Gross deferred income tax assets
|
|
|
34,736,000
|
|
|
|
25,446,000
|
|
Valuation allowance
|
|
|
(34,736,000
|
)
|
|
|
(25,446,000
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred income tax assets
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2005, the Company had federal and state
net operating loss carryforwards of approximately
$79.1 million and $71.6 million, respectively,
available to offset future taxable income, if any. The federal
net operating loss carryforwards will expire between 2019 and
2025, while the state net operating loss carryforwards will
expire between 2006 and 2010. The Company also had combined
federal and state research and development credit carryforwards
of approximately $3.3 million, at December 31, 2005,
which begin to expire in 2019 if not utilized. A full valuation
allowance has been recorded in the accompanying consolidated
financial statements to offset the Companys deferred tax
assets because the future realizability of such assets is
uncertain. Utilization of the net operating loss carryforwards
may be subject to an annual limitation due to the ownership
percentage change limitations provided by the Internal Revenue
Code Section 382 and similar state provisions. In the event
of a deemed change in control under Internal Revenue Code
Section 382, an annual limitation imposed on the
utilization of net operating losses may result in the expiration
of net operating loss carryforwards.
A reconciliation of the federal statutory rate to the
Companys effective tax rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
Federal statutory benefit rate
|
|
|
34.0
|
%
|
|
|
34.0
|
%
|
|
|
34.0
|
%
|
Research and development credits
|
|
|
1.7
|
|
|
|
2.5
|
|
|
|
2.8
|
|
Valuation allowance
|
|
|
(34.8
|
)
|
|
|
(35.1
|
)
|
|
|
(34.3
|
)
|
Other, net
|
|
|
(0.9
|
)
|
|
|
(1.4
|
)
|
|
|
(2.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax benefit rate
|
|
|
|
%
|
|
|
|
%
|
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company maintains the 1999 Stock Option and Grant Plan (the
1999 Plan) under which the issuance of 4,085,009 shares of
common stock were authorized for the granting of incentive stock
options (ISOs) and nonqualified stock options to employees,
officers, directors, advisors, and consultants of the Company.
ISOs may be granted only to employees, while nonqualified stock
options may be granted to officers, employees, consultants and
advisors of the Company. The Board determined the option
exercise price for incentive and nonqualified stock options,
grants, and in no event were the option exercise prices of an
incentive stock option less than 100% of the fair market value
of common stock at the time of grant, or less than 110% of the
fair market value of the common stock in the event that the
employee owned 10% or more of the Companys capital stock.
All stock options issued under the 1999 Plan expire
10 years from the date of grant and the
69
NXSTAGE
MEDICAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
majority of these grants were exercisable upon the date of grant
into restricted common stock, which vests over a period of four
years. Prior to the adoption of the 1999 Plan, the Company
issued non-qualified options to purchase 55,252 shares of
common stock, of which 51,013 shares remain outstanding at
December 31, 2005. Effective upon the closing of the
Companys initial public offering, no further grants will
be made under the 1999 Plan.
In October 2005, the Company adopted the 2005 Stock Incentive
Plan (the 2005 Plan) which became effective upon the closing of
the initial public offering. Concurrently, the Company ceased
granting stock options and other equity incentive awards under
the 1999 Plan and 971,495 shares, which were then still
available for grant under the 1999 Plan, were transferred and
became available for grant under the 2005 Plan. The number of
shares available for grant under the 2005 Plan will be increased
annually beginning in 2007 by the lesser of
(a) 600,000 shares, or (b) 3% of the then
outstanding shares of the Companys common stock, or
(c) a number determined by the board. Unless otherwise
specified by the Board or Compensation Committee, stock options
issued to employees under the 2005 Plan expire seven years from
the date of grant and generally vest over a period of four
years. At December 31, 2005, 717,001 options for shares of
common stock are available for future grant under the 2005 Plan.
During 2005, the Company granted a consultant options to
purchase 5,849 shares of common stock at an exercise price
of $6.84 per share and during 2004, the Company granted a
consultant options to purchase 14,624 shares of common
stock at an exercise price of $5.47 per share. The fair
value of the 2005 and 2004 option grants was $5.88 and
$4.69 per share, respectively, which has been recorded as
deferred compensation and is being recognized as compensation
expense ratably over the awards vesting period. Further,
these warrants will be marked to market over their vesting
period based upon changes in fair value. During 2004 the
unvested portion of a previous option grant to a consultant was
determined to have increased in fair market value resulting in
additional compensation expense of approximately $76,000 which
is being recognized ratably over the remaining vesting term of
the option.
The fair value of options granted to consultants is estimated on
the date of grant using the Black-Scholes option-pricing model.
The following assumptions were used for grants made in 2005 and
2004: dividend yield of zero percent for each year; expected
volatility of 85% for each year; risk free interest rates
ranging from 4.65 to 4.68 percent; and expected life of
10 years for each year. Stock-based compensation expense
related to stock options granted to consultants was $181,620,
$78,426 and $38,904 for 2005, 2004 and 2003, respectively, and
is included in general and administrative expenses in the
accompanying consolidated statements of operations.
With the exception of one stock option grant award, all stock
option awards granted to employees during 2005, 2004 and 2003
were made at exercise prices equal to or greater than the then
fair value of the Companys company stock. The Company
granted 208,962 stock options to a newly hired executive officer
on October 25, 2004 with an exercise price of $4.10, which
was lower than the fair value at the date of grant of $5.47. The
intrinsic value of $1.37 per option has been recorded as
deferred compensation and is being recognized as compensation
expense over the four-year vesting period.
For stock option grants between July 1, 2004 and the
initial public offering that closed on November 1, 2005,
the Company determined the fair value of its common stock based
on a number of factors including independent valuation analyses
as well as the prices for recent issuances of preferred stock.
The Company believes that the methodologies and approaches used
were consistent with the recommendations in the Technical
Practice Aid of American Institute of Certified Public
Accountants, or AICPA, Valuation of Privately-Held-Company
Equity Securities Issued as Compensation.
70
NXSTAGE
MEDICAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
A summary of the Companys stock plan activity is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
Exercise
|
|
Fixed Options
|
|
Shares
|
|
|
Price
|
|
|
Shares
|
|
|
Price
|
|
|
Shares
|
|
|
Price
|
|
|
Outstanding at beginning of year
|
|
|
1,690,556
|
|
|
$
|
3.97
|
|
|
|
1,290,814
|
|
|
$
|
3.63
|
|
|
|
1,084,480
|
|
|
$
|
3.53
|
|
Granted
|
|
|
1,217,970
|
|
|
$
|
9.02
|
|
|
|
487,879
|
|
|
$
|
4.90
|
|
|
|
232,519
|
|
|
$
|
4.10
|
|
Exercised
|
|
|
(128,729
|
)
|
|
$
|
4.14
|
|
|
|
(1,455
|
)
|
|
$
|
3.62
|
|
|
|
(4,582
|
)
|
|
$
|
2.86
|
|
Forfeited
|
|
|
(96,511
|
)
|
|
$
|
5.03
|
|
|
|
(86,682
|
)
|
|
$
|
4.18
|
|
|
|
(21,603
|
)
|
|
$
|
3.72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of year
|
|
|
2,683,286
|
|
|
$
|
6.22
|
|
|
|
1,690,556
|
|
|
$
|
3.97
|
|
|
|
1,290,814
|
|
|
$
|
3.63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at end of year
|
|
|
1,448,571
|
|
|
|
|
|
|
|
865,116
|
|
|
|
|
|
|
|
1,290,814
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average fair value of
options granted during the year
|
|
$
|
5.15
|
|
|
|
|
|
|
$
|
2.07
|
|
|
|
|
|
|
$
|
0.85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes information about stock options
outstanding at December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
|
|
|
|
|
Weighted
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
Number
|
|
|
Remaining
|
|
|
Exercise
|
|
|
Number
|
|
|
Exercise
|
|
Range of Exercise
Prices
|
|
Outstanding
|
|
|
Contractual Life
|
|
|
Price
|
|
|
Exercisable
|
|
|
Price
|
|
|
$0.34 to $0.55
|
|
|
107,293
|
|
|
|
3.3 years
|
|
|
$
|
0.37
|
|
|
|
107,293
|
|
|
$
|
0.37
|
|
$1.37
|
|
|
2,924
|
|
|
|
4.4 years
|
|
|
$
|
1.37
|
|
|
|
2,924
|
|
|
$
|
1.37
|
|
$2.74 to $4.10
|
|
|
1,175,182
|
|
|
|
6.7 years
|
|
|
$
|
3.94
|
|
|
|
936,371
|
|
|
$
|
3.90
|
|
$5.47 to $6.84
|
|
|
413,528
|
|
|
|
8.7 years
|
|
|
$
|
6.34
|
|
|
|
294,983
|
|
|
$
|
6.52
|
|
$8.21 to $9.10
|
|
|
746,909
|
|
|
|
7.7 years
|
|
|
$
|
8.56
|
|
|
|
|
|
|
|
|
|
$12.59
|
|
|
237,450
|
|
|
|
6.2 years
|
|
|
$
|
12.59
|
|
|
|
107,000
|
|
|
$
|
12.59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$0.34 to $12.59
|
|
|
2,683,286
|
|
|
|
7.1 years
|
|
|
$
|
6.22
|
|
|
|
1,448,571
|
|
|
$
|
4.81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
Employee Stock Purchase Plan
The Companys 2005 Employee Stock Purchase Plan (the 2005
Purchase Plan) authorizes the issuance of up to
50,000 shares of common stock to participating employees
through a series of periodic offerings. Each six-month offering
period begins on either January 1 or July 1. The first
offering under the 2005 Purchase Plan will extend from
January 3, 2006 through June 30, 2006. An employee
becomes eligible to participate in the 2005 Purchase Plan once
he or she has been employed for at least 6 months and is
regularly employed for at least 20 hours per week for more
than five months in a calendar year. The price at which
employees can purchase common stock in an offering is
95 percent of the closing price of the common stock on the
NASDAQ National Market on the day the offering terminates,
unless otherwise determined by the Board or Compensation
Committee. The first offering under the 2005 Purchase Plan will
be compensatory under the provisions of SFAS 123R and will
result in the recording of compensation expense.
The Company has reserved 3,400,287 shares of common stock
for issuance upon exercise of stock options, 50,000 shares
for issuance under the 2005 Purchase Plan and
172,321 shares for issuance upon exercise of warrants.
71
NXSTAGE
MEDICAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
11.
|
Employee
Benefit Plan
|
The Company has a 401(k) retirement plan (the 401(k) Plan) for
the benefit of eligible employees, as defined. Each participant
may elect to contribute up to 25% of his or her compensation to
the 401(k) Plan each year, subject to certain IRS limitations.
The Company contributes 100% of the first 3% of the
employees contribution and 50% of the next 2% of the
employees contribution. The Company contributed $363,000,
$214,000 and $186,000 in 2005, 2004 and 2003, respectively.
|
|
12.
|
Redeemable
Convertible Preferred Stock and Stockholders
Equity
|
Common
and Preferred Stock
On November 1, 2005, the Company completed its initial
public offering of 6,325,000 shares of its common stock at
a price of $10.00 per share. The Company received
approximately $56.5 million in net proceeds from the
offering. In connection with the initial public offering, all
shares of all series of the Companys outstanding preferred
stock were automatically converted into an aggregate of
12,124,840 shares of common stock.
Concurrent with the initial public offering, the Company amended
and restated its certificate of incorporation to authorize
100,000,000 shares of common stock, par value
$0.001 per share. On July 8, 2005, the Company amended
its articles of incorporation to (a) increase the number of
authorized shares of preferred stock to 15,759,660 shares
and (b) designate 2,197,801 shares of
Series F-1
Preferred Stock. On September 19, 2005, the Company amended
its articles of incorporation to authorize
30,000,000 shares of common stock. On October 14,
2005, the Company authorized 5,000,000 shares of
undesignated preferred stock.
Prior to the initial public offering, the Company had authorized
several series of $0.001 par value preferred stock, of
which 1,875,000 shares were designated as Series B,
1,155,169 shares were designated as Series C,
5,011,173 shares were designated as Series D,
2,690,846 shares were designated as Series E,
2,829,671 shares were designated as Series F and
2,197,801 shares were designated as
Series F-1.
During 1999, the Company sold 1,875,000 shares of
Series B Preferred Stock at $2.67 per share, resulting
in net proceeds of $4,968,250. Upon the closing of the
Series B Preferred Stock financing, all shares of the
Companys Series A Preferred Stock converted into an
equal number of shares of the Companys common stock. On
January 22, 2000, the Company sold 1,151,632 shares of
Series C Preferred Stock at $5.21 per share, resulting
in net proceeds of $5,957,891. On May 21, 2001, the Company
sold 4,857,622 shares of Series D Preferred Stock at
$5.97 per share, resulting in net proceeds of $24,218,379.
On April 15, 2003, the Company sold 2,669,908 shares
of Series E Preferred Stock at $5.97 per share,
resulting in net proceeds of $15,892,537. On August 18,
2004, the Company sold 2,747,253 shares of Series F
Preferred Stock at $7.28 per share, resulting in net proceeds of
$19,968,522. On July 8, 2005 and July 15, 2005, the
Company sold an aggregate of 2,197,801 shares of
Series F-1
Preferred Stock at $7.28 per share, resulting in net
proceeds of approximately $15,965,003.
The rights, preferences and privileges of the previously
outstanding Series B, Series C, Series D,
Series E, Series F and
Series F-1
Preferred Stock are described below.
Dividends
No dividends were declared by the Board of Directors on the
preferred stock while it was outstanding and dividends were not
cumulative.
Voting
Rights
The preferred stockholders were entitled to vote on all matters
with the common stockholders as if they were one class of stock.
Limited special voting rights applied to the Series D, E, F
and F-1 Preferred Stock.
72
NXSTAGE
MEDICAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The preferred stockholders were entitled to the number of votes
equal to the number of shares of common stock into which each
share of the Series B, Series C, Series D,
Series E, Series F and
Series F-1
Preferred Stock was then convertible. For so long as at least
100,000 shares of Series B, Series C,
Series D, Series E, Series F
and/or
Series F-1
Preferred Stock remained outstanding, the vote of at least
two-thirds of the outstanding shares of preferred stock was
required to effect or validate certain material corporate
transactions and equity issuances defined in the Companys
Certificate of Incorporation, as amended and restated.
Liquidation
Rights
In the event of any voluntary or involuntary liquidation,
dissolution or
winding-up
of the Company, as defined, the holders of the Preferred Stock
then outstanding would have been entitled to be paid an amount
equal to the original issue price per share, plus any dividends
declared but unpaid on such shares prior to any payment to
common stockholders. Amounts remaining after the preference
payments to the holders of Series B, Series C,
Series D, Series E, Series F and
Series F-1
Preferred Stock, if any, would have been shared on a
proportional basis among all stockholders, including the
preferred stockholders, whose portion would have been determined
based on the number of shares of common stock into which the
Preferred Stock was then convertible.
Upon the closing of a sale of substantially all the assets of
the Company or an acquisition of the Company, in which the total
consideration per share to be received by the holders of
Series F Preferred Stock was less than 1.7 times the
effective Series F Preferred Stock conversion price, the
Series F Preferred Stock conversion price would have been
reduced to the higher of (a) the total consideration per
share to be received by the holders of the Series F
Preferred Stock divided by 1.7, and (b) $8.16. The
potential reduction in the conversion price of the Series F
Preferred Stock described above represented a contingent
beneficial conversion feature which was resolved upon the
closing of the Companys initial public offering on
November 1, 2005. Based on the initial public offering
price of $10.00 per share, the beneficial conversion
feature was deemed to have no value; consequently, no dividend
was recognized relating to this feature.
Upon the closing of a sale of substantially all the assets of
the Company or an acquisition of the Company, in which the total
consideration per share to be received by the holders of
Series F-1
Preferred Stock was less than 1.5 times the effective
Series F-1
Preferred Stock conversion price, the
Series F-1
Preferred Stock conversion price would have been reduced to the
higher of (a) the total consideration per share to be
received by the holders of the
Series F-1
Preferred Stock divided by 1.5, and (b) $8.16. The
potential reduction in the conversion price of the
Series F-1
Preferred Stock described above represented a contingent
beneficial conversion feature which was resolved upon the
closing of the Companys initial public offering on
November 1, 2005. Based on the initial public offering
price of $10.00 per share, the beneficial conversion
feature was deemed to have no value; consequently, no dividend
was recognized relating to this feature.
Conversion
Each share of Preferred Stock was convertible, at any time and
at the option of the holder, into .7312 fully paid and
nonassessable share of common stock, adjusted for certain
dilutive events, as defined. In addition, all shares of
Series B, Series C, Series D, Series E,
Series F and
Series F-1
Preferred Stock would be automatically converted into shares of
common stock upon the vote of holders of at least 70% of the
outstanding shares of Preferred Stock voting together as a
class, or immediately upon the closing of an underwritten public
offering in which the aggregate net proceeds to the Company are
not less than $20.0 million.
In the event of an initial public offering in which the price
per share was less than $16.93, the number of shares of common
stock into which the outstanding shares of Series F
Preferred Stock would convert would increase based on the actual
initial public offering price up to a maximum of an additional
439,925 shares. In addition, in the event of an initial
public offering in which the price per share was less than
$14.93, the
73
NXSTAGE
MEDICAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
number of shares of common stock into which the outstanding
shares of
Series F-1
Preferred Stock would convert would increase based on the actual
initial offering price up to a maximum of an additional
351,940 shares. The potential reduction in the conversion
price of the Series F and F-1 Preferred Stock described
above represented a contingent beneficial feature which was
resolved upon the closing of the Companys initial public
offering on November 1, 2005. Based on the initial public
offering price of $10.00 per share, the beneficial
conversion feature was deemed to have no value; consequently, no
dividend was recognized relating to this feature. The Company
closed its initial public offering on November 1, 2005 at a
price of $10.00 per share. As a result, an additional
439,925 shares of common stock were issued to the holders
of Series F Preferred Stock and an additional
351,940 shares of common stock were issued to the holders
of
Series F-1
Preferred Stock on November 1, 2005.
Redemption Rights
The Series B, Series C, Series D, Series E,
Series F and
Series F-1
Preferred Stock were subject to redemption after May 1,
2007, upon written request of 70% of the holders of the
outstanding shares of Preferred Stock voting together as a
class. Upon such a request, the Company would have been required
to redeem, subject to certain conditions, all of the
Series B, Series C, Series D, Series E,
Series F and
Series F-1
Preferred Stock at their original issue price of $2.67, $5.21,
$5.97, $5.97, $7.28 and $7.28 per share, respectively, plus
any accrued but unpaid dividends.
Warrants
At December 31, 2005, warrants for a total of
172,321 shares of common stock were outstanding. These
warrants have a weighted average exercise price of $7.66 and
expire at various dates from 2006 to 2011. During the year ended
December 31, 2005, certain warrant holders exercised
warrants to purchase 31,304 shares of the Companys
common stock for an aggregate exercise price of $223,060.
Four of the Companys significant shareholders invested in
the Companys initial public offering. Three of these
shareholders held warrants to purchase Series D Preferred
Stock, which were due to expire on November 22, 2005,
during the six month
lock-up
period required by the underwriting agreement entered into in
connection with the initial public offering. In November 2005,
the Company offered to extend the exercise period of the
warrants held by these three investors through May 31,
2006. Two of these investors with warrants for a total of
80,968 shares accepted the Companys offer to extend
the exercise period. The extension of the warrants had no net
effect on the financial position or results of operations of the
Company. The fair value on date of modification was calculated
at $478,094 and has been accounted for within the additional
paid-in capital account, as both an increase to the cost of the
initial public offering, offset by a corresponding credit to
reflect the value of the warrant extension.
Notes Receivable
from Stockholders
During 1999 and 2000, the Company entered into note agreements
with four officers of the Company totaling $289,615. These full
recourse notes were issued in connection with the exercise of
stock options by the officers and accrued interest at a range of
5.2% to 5.5%. The notes contained a 25% recourse provision and
were secured by 476,776 shares of the Companys common
stock held by the officers upon exercise of the stock options.
In 2004, these notes were cancelled by the Company and the
amount of the notes was charged to compensation expense.
74
NXSTAGE
MEDICAL, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
13.
|
Related-Party
Transactions
|
The Company purchases tubing and certain other components used
in the System One disposable cartridge, and more recently
completed cartridges, from Medisystems Corporation, an entity
owned by a member of the Companys board of directors.
Purchases from Medisystems Corporation for 2005, 2004 and 2003
totaled approximately $896,000, $232,000 and $41,000,
respectively. Amounts owed to Medisystems Corporation totaled
$81,000 and $32,000 at December 31, 2005 and 2004,
respectively, and are included in accounts payable in the
accompanying consolidated balance sheets.
|
|
14.
|
Quarterly
Financial Data (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
2005
|
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2005
|
|
|
2005
|
|
|
2005
|
|
|
2005
|
|
|
Revenues
|
|
$
|
1,033,792
|
|
|
$
|
1,403,383
|
|
|
$
|
1,496,785
|
|
|
$
|
2,059,779
|
|
Gross profit (deficit)
|
|
|
(748,373
|
)
|
|
|
(657,996
|
)
|
|
|
(774,079
|
)
|
|
|
(1,411,099
|
)
|
Net loss
|
|
|
(4,909,131
|
)
|
|
|
(5,606,652
|
)
|
|
|
(6,589,913
|
)
|
|
|
(7,373,914
|
)
|
Net loss per common share, basic
and diluted
|
|
$
|
(1.91
|
)
|
|
$
|
(2.18
|
)
|
|
$
|
(2.57
|
)
|
|
$
|
(0.49
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
2004
|
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2004
|
|
|
2004
|
|
|
2004
|
|
|
2004
|
|
|
Revenues
|
|
$
|
262,262
|
|
|
$
|
453,819
|
|
|
$
|
441,940
|
|
|
$
|
726,548
|
|
Gross profit (deficit)
|
|
|
(240,345
|
)
|
|
|
(390,964
|
)
|
|
|
(463,605
|
)
|
|
|
(459,349
|
)
|
Net loss
|
|
|
(3,648,561
|
)
|
|
|
(3,445,647
|
)
|
|
|
(3,631,599
|
)
|
|
|
(4,115,874
|
)
|
Net loss per common share, basic
and diluted
|
|
$
|
(1.43
|
)
|
|
$
|
(1.35
|
)
|
|
$
|
(1.42
|
)
|
|
$
|
(1.60
|
)
|
75
|
|
Item 9.
|
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
Not applicable.
|
|
Item 9A.
|
Controls
and Procedures
|
Our management, with the participation of our chief executive
officer and chief financial officer, evaluated the effectiveness
of our disclosure controls and procedures as of
December 31, 2005. The term disclosure controls and
procedures, as defined in
Rules 13a-15(e)
and
15d-15(e)
under the Exchange Act, means controls and other procedures of a
company that are designed to ensure that information required to
be disclosed by a company in the reports that it files or
submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in
the SECs rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by
a company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the
companys management, including its principal executive and
principal financial officers, as appropriate to allow timely
decisions regarding required disclosure. Our management
recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of
achieving their objectives and management necessarily applies
its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Based on the evaluation of our
disclosure controls and procedures as of December 31, 2005,
our chief executive officer and chief financial officer
concluded that, as of such date, our disclosure controls and
procedures were effective at the reasonable assurance level.
There have been no changes in the Companys internal
control over financial reporting that occurred during the fourth
quarter ended December 31, 2005 that have materially
affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.
|
|
Item 9B.
|
Other
Information
|
Not applicable.
PART III
|
|
Item 10.
|
Directors
and Executive Officers of the Registrant
|
We have included information about our executive officers in
Part I of the report under the caption Executive
Officers of the Registrant.
Certain documents relating to the registrants corporate
governance, including the Code of Business and Ethics, which is
applicable to the registrants directors, officers and
employees and the charters of the Audit Committee, Compensation
Committee and Corporate Governance and Nominating Committee of
the registrants Board of Directors, are available on the
registrants website at http://www.nxstage.com.
The information required by this Item 10 will be contained
in the section entitled Management of the
Companys definitive proxy statement for its 2006 Annual
Meeting of Stockholders to be filed with the SEC, and such
information is incorporated in this Annual Report on
Form 10-K
by this reference.
|
|
Item 11.
|
Executive
Compensation
|
The information required by this Item 11 will be contained
in the section entitled Executive Compensation of
the Companys definitive proxy statement for its 2006
Annual Meeting of Stockholders to be filed with the SEC, and
such information is incorporated in this Annual Report on
Form 10-K
by this reference.
76
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
The information required by this Item 12 will be contained
in the section entitled Beneficial Security
Ownership of the Companys definitive proxy statement
for its 2006 Annual Meeting of Stockholders to be filed with the
SEC, and such information is incorporated in this Annual Report
on
Form 10-K
by this reference.
|
|
Item 13.
|
Certain
Relationships and Related Transactions
|
The information required by this Item 13 will be contained
in the section entitled Certain Transactions of the
Companys definitive proxy statement for its 2006 Annual
Meeting of Stockholders to be filed with the SEC, and such
information is incorporated in this Annual Report on
Form 10-K
by this reference.
|
|
Item 14.
|
Principal
Accounting Fees and Services
|
The information required by this Item 14 will be contained
in the section entitled Statement of Independent Auditors
Fees and Services of the Companys definitive proxy
statement for its 2006 Annual Meeting of Stockholders to be
filed with the SEC, and such information is incorporated in this
Annual Report on
Form 10-K
by this reference.
PART IV
|
|
Item 15.
|
Exhibits,
Consolidated Financial Statement Schedules
|
(a) Financial Statements
The following consolidated financial statements are filed as
part of this Annual Report under
Item 8 Financial Statements and
Supplementary Data:
|
|
|
|
|
Report of Independent Registered
Public Accounting Firm
|
|
|
54
|
|
Consolidated Balance Sheets
|
|
|
55
|
|
Consolidated Statements of
Operations
|
|
|
56
|
|
Consolidated Statements of
Redeemable Convertible Preferred Stock and
Stockholders Equity (Deficit)
|
|
|
57
|
|
Consolidated Statements of Cash
Flows
|
|
|
58
|
|
Notes to Consolidated Financial
Statements
|
|
|
59
|
|
(b) Exhibits
The exhibits listed in the Exhibit Index immediately
preceding the exhibits are incorporated herein by referenced and
are filed as part of this Annual Report on
Form 10-K.
(c) Financial Statement Schedules
None
77
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this Annual Report on
Form 10-K
to be signed on its behalf by the undersigned, thereunto duly
authorized.
NXSTAGE MEDICAL, INC.
|
|
|
|
By:
|
/s/ Jeffrey H. Burbank
|
Jeffrey H. Burbank
President and Chief Executive Officer
March 1, 2006
Pursuant to the requirements of the Securities Exchange Act of
1934, this Annual Report on
Form 10-K
has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Jeffrey H.
Burbank
Jeffrey
H. Burbank
|
|
President, Chief Executive Officer
and Director
|
|
March 1, 2006
|
|
|
|
|
|
/s/ David N. Gill
David
N. Gill
|
|
Chief Financial Officer and
Senior Vice President
(Principal Financial and Accounting Officer)
|
|
March 1, 2006
|
|
|
|
|
|
/s/ Philippe O.
Chambon
Philippe
O. Chambon, M.D., Ph.D.
|
|
Chairman of the Board of Directors
|
|
March 1, 2006
|
|
|
|
|
|
/s/ Jean-Francois
Formela
Jean-Francois
Formela, M.D.
|
|
Director
|
|
March 1, 2006
|
|
|
|
|
|
/s/ Daniel A.
Giannini
Daniel
A. Giannini
|
|
Director
|
|
March 1, 2006
|
|
|
|
|
|
/s/ Craig W. Moore
Craig
W. Moore
|
|
Director
|
|
March 1, 2006
|
|
|
|
|
|
/s/ Reid S. Perper
Reid
S. Perper
|
|
Director
|
|
March 1, 2006
|
|
|
|
|
|
/s/ Peter P.
Phildius
Peter
P. Phildius
|
|
Director
|
|
March 1, 2006
|
|
|
|
|
|
/s/ David S.
Utterberg
David
S. Utterberg
|
|
Director
|
|
March 1, 2006
|
78
EXHIBIT INDEX
|
|
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|
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|
|
|
|
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|
|
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|
|
|
|
|
|
|
Incorporated by Reference
to
|
Exhibit
|
|
|
|
Form or
|
|
|
|
Filing Date
|
|
SEC File
|
Number
|
|
Description
|
|
Schedule
|
|
Exhibit No.
|
|
with SEC
|
|
Number
|
|
|
3
|
.1
|
|
Restated Certificate of
Incorporation
|
|
S-1/A
|
|
|
3.4
|
|
|
10/7/2005
|
|
333-126711
|
|
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|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
.2
|
|
Amended and Restated By-Laws
|
|
S-1/A
|
|
|
3.5
|
|
|
10/7/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
4
|
.1
|
|
Specimen Certificate evidencing
shares of common stock
|
|
S-1/A
|
|
|
4.1
|
|
|
10/7/2005
|
|
333-126711
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.1#
|
|
1999 Stock Option and Grant Plan,
as amended
|
|
S-1/A
|
|
|
10.1
|
|
|
10/7/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.2#
|
|
Form of Incentive Stock Option
Agreement under the 1999 Stock option and Grant Plan
|
|
S-1/A
|
|
|
10.2
|
|
|
10/7/2005
|
|
333-126711
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.3#
|
|
Form of Nonstatutory Stock Option
Agreement under the 1999 Stock Option and Grant Plan
|
|
S-1/A
|
|
|
10.3
|
|
|
10/7/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.4
|
|
Loan and Security Agreement dated
December 23, 2004 by and between the Registrant and
Lighthouse Capital Partners V, L.P.
|
|
S-1
|
|
|
10.4
|
|
|
7/19/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.5
|
|
Secured Promissory Note made
December 29, 2004 by Registrant in favor of Lighthouse
Capital Partners V, L.P.
|
|
S-1
|
|
|
10.5
|
|
|
7/19/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.6
|
|
Warrant to Purchase Series F
Preferred Stock dated December 23, 2004 issued to
Lighthouse Capital Partners IV, L.P.
|
|
S-1
|
|
|
10.6
|
|
|
7/19/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.7
|
|
Warrant to Purchase Series F
Preferred Stock dated December 23, 2004 issued to
Lighthouse Capital Partners V, L.P.
|
|
S-1
|
|
|
10.7
|
|
|
7/19/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.8
|
|
Warrant to Purchase Series E
Preferred Stock dated September 26, 2002 issued to Comerica
Bank
|
|
S-1
|
|
|
10.8
|
|
|
7/19/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.9
|
|
Investors Rights Agreement
dated June 30, 1999 between the Registrant and the
Investors, as amended on January 24, 2000, May 24,
2001, April 15, 2003, August 18, 2004,
December 23, 2004 and July 8, 2005
|
|
S-1
|
|
|
10.9
|
|
|
7/19/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.10
|
|
Standard Form Commercial
Lease dated October 17, 2000 between the Registrant and
Heritage Place, LLC, as amended by Modification to Standard
Form Commercial Lease
|
|
S-1
|
|
|
10.10
|
|
|
7/19/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.11
|
|
Commercial
Tenancy-At-Will
Agreement dated March 14, 2005 between the Registrant and
Osgood St., LLC, as amended by Modification to
Tenancy-At-Will
Agreement
|
|
S-1
|
|
|
10.11
|
|
|
7/19/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.12#
|
|
Employment Agreement dated
October 19, 2005 between the Registrant and Jeffrey
H. Burbank
|
|
S-1/A
|
|
|
10.12
|
|
|
10/20/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.13#
|
|
Employment Agreement dated
October 17, 2004 between the Registrant and Philip R.
Licari
|
|
S-1/A
|
|
|
10.13
|
|
|
10/20/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.14#
|
|
Employment Agreement dated
October 18, 2005 between the Registrant and Joseph E.
Turk, Jr.
|
|
S-1/A
|
|
|
10.15
|
|
|
10/20/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.15#
|
|
Employment Agreement dated
October 18, 2005 between the Registrant and Winifred
L. Swan
|
|
S-1/A
|
|
|
10.16
|
|
|
10/20/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.16
|
|
Supply Agreement dated as of
October 26, 2004 between the Registrant and B. Braun
Medizintechnologie GmbH
|
|
S-1/A
|
|
|
10.17
|
|
|
10/20/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
to
|
Exhibit
|
|
|
|
Form or
|
|
|
|
Filing Date
|
|
SEC File
|
Number
|
|
Description
|
|
Schedule
|
|
Exhibit No.
|
|
with SEC
|
|
Number
|
|
|
10
|
.17
|
|
Supply Agreement dated
October 1, 2004 amount the Registrant, EIR Medical, Inc.
and Membrana GmbH
|
|
S-1
|
|
|
10.18
|
|
|
7/19/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.18
|
|
Production Agreement dated as of
June 27, 2005 between the Registrant and KMC Systems, Inc.
|
|
S-1
|
|
|
10.19
|
|
|
7/19/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.19#
|
|
Form of Indemnification Agreement
entered into between the Registrant and each of its Directors
and Executive Officers
|
|
S-1/A
|
|
|
10.21
|
|
|
9/21/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.20#
|
|
2005 Stock Incentive Plan,
together with Form of Incentive Stock Option Agreement and Form
of Nonstatutory Stock Option Agreement
|
|
S-1/A
|
|
|
10.22
|
|
|
10/20/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.21#
|
|
Employment Agreement dated
October 19, 2005 between the Registrant and David N.
Gill
|
|
S-1/A
|
|
|
10.23
|
|
|
10/20/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
.22#
|
|
Director Compensation Policy
|
|
8-K
|
|
|
10.1
|
|
|
12/14/2005
|
|
333-126711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*21
|
|
|
List of Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*23
|
|
|
Consent of Ernst & Young
LLP
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
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|
|
*31
|
.1
|
|
Certification of Chief Executive
Officer pursuant to Exchange Act
Rules 13a-14
or 15d-14,
as adopted pursuant to Section 302 of Sarbanes-Oxley Act of
2002.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
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|
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|
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|
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|
|
|
|
|
|
|
*31
|
.2
|
|
Certification of Chief Financial
Officer pursuant to Exchange Act
Rules 13a-14
or 15d-14,
as adopted pursuant to Section 302 of Sarbanes-Oxley Act of
2002.
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
*32
|
.1
|
|
Certification of Chief Executive
Officer pursuant to Exchange Act
Rules 13a-14(b)
or 15d-14(b)
and 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of Sarbanes-Oxley Act of 2002.
|
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*32
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.2
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Certification of Chief Financial
Officer pursuant to Exchange Act
Rules 13a-14(b)
or 15d-14(b)
and 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of Sarbanes-Oxley Act of 2002.
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* |
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Filed herewith. |
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Confidential treatment requested as to certain portions, which
portions are omitted and filed separately with the Securities
and Exchange Commission. |
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# |
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Management contract or compensatory plan or arrangement filed as
an Exhibit to this report pursuant to 15(a) and 15(c) of
Form 10-K. |
80