Research Update Investors should consider this report as only a single factor in making their investment decision. Novadaq Technologies Inc. Rating: Buy Juan Noble NVDQ $9.41 (NasdaqGM) Total revenues (in millions) Earnings (loss) per share* February 26, 2016 2014A $46.6 ($0.41) 52 - Week range Shares outstanding as of Dec. 31, 2015 Float Market Capitalization Tangible Book value as of Dec. 31, 2015 Price/Book 2015E $63.8 ($0.64) $17.29 - $8.53 56.2 million 51.9 million $759 million $2.35 4.3X 2016E $83.6 ($0.54) Fiscal year ends: Revenue/share (ttm) Price/Sales (ttm) Price/Sales (2017)E Price/Earnings (ttm) Price/Earnings (2017)E 2017E $113.0 ($0.37) December $1.16 8.1X 4.8X NA NA All amounts are stated in US dollars. *Per share results, and our discussion of operating results exclude warrant valuation adjustments. Novadaq Technologies (NVDQ: NasdaqGM), headquartered in Mississauga, Ontario, Canada, manufactures fluorescence angiography visualization systems that can be used in a wide range of surgeries, including reconstructive, gastrointestinal, cardiac bypass and wound care procedures. Novadaq’s technology enables surgeons to monitor circulation and tissue perfusion in real time, making it potentially useful in urological, gynecological, and gastrointestinal surgeries. SPY is adapted to open, minimally invasive and robotic surgery. Key Investment Considerations: Reiterating BUY rating but reducing our (12-month) price target to $13.00 from $16.50 due to diminished valuations for both NVDQ and the medical device sector. Quarterly results during 2015 reflect a successful transition to a direct sales model marked by renewed growth momentum driven by a recovery in SPY Elite sales, PINPOINT and LUNA gains, and improved sales force productivity, factors which should sustain revenue gains into 2017. Recruitment and training of a direct sales force doubled selling & distribution expenses in 2015. But productivity per sales professional increased to $800,000 (annualized) with the top performing group achieving twice that rate. Novadaq incurred (reported on Feb. 17, 2016) a 4Q14 loss of $6.1 million, or ($0.11) per share, on revenue of $20 million. We projected a 4Q loss of ($0.16) per share on revenue of $17.4 million. In the year-earlier quarter, the company lost ($0.19) per share on revenue of $13.1 million. In 2015, NVDQ lost ($0.64) per share on revenue of $63.8 million vs. a 2014 loss of ($0.41) per share on revenue of $46.6 million. We project 2016 revenue of $83.6 million and a loss of ($0.54) per share. (Previous projections were revenue of $87.4 million and a loss of ($0.69) per share). For 2017 we project a rise in revenue to $113 million due to improved market penetration stemming from improved sales force productivity and wider acceptance of new products. The 2017 loss should narrow to ($0.37) per share as sales (and gross margin) increase and expenses are better leveraged. See disclosures on pages 15 – 17 790 New York Ave., Suite 209, Huntington, N.Y 11743 (800) 383-8464 • Fax (631) 757-1333 Novadaq Technologies Inc. Investment Recommendation Reiterating BUY rating but reducing our (12-month) price target to $13.00 from $16.50 due to diminished valuations for both NVDQ and a comparison group of medical device stocks. Within the next year investors should accord the stock a valuation of 8X estimated 2017 revenue per share of $1.96, discounted for execution risk to a year-ahead value of $13.00. Our target implies stock price appreciation of more than 40% during the next 12 months. A group of 30 medical instrument and supply stocks profiled by Capital IQ with market capitalizations between $500 million and $2 billion shows a mean price to (trailing) sales multiple of 3.2X vs. 8.1X for Novadaq. Valuations have compressed sharply since November 2015, when the comparison group traded at 4.8X vs. 12X for Novadaq. NVDQ has maintained a high valuation premium relative to its comparison group, reflecting comparatively high growth expectations for Novadaq based on the clinical utility of its technology, growing acceptance of PINPOINT and LUNA, the growing productivity of the company’s direct sales force, and potential for higher utilization of SPY technology. Overview Novadaq’s patented visualization technology enables surgeons to monitor circulation and tissue perfusion intraoperatively, facilitating surgical mapping and revisions during major procedures. The technology can also visualize lymphatic systems, potentially detecting the extent of lymph node involvement in cancer cases, and differentiate between normal and cancerous tissue on the margins of a surgical resection. SPY’s imaging technology now has regulatory clearance for use in coronary artery bypass grafts, plastic and reconstructive surgery, microsurgery, organ transplants and gastrointestinal surgery. Novadaq estimates that there are two million patients in North America who annually undergo surgical procedures in which SPY technology could be brought to bear. Roughly 40% of those patients’ surgical imaging needs could potentially be fulfilled by SPY Elite® systems, with the rest fulfilled in roughly equal measure by PINPOINT and LUNA systems. SPY Elite is rapidly becoming a standard imaging technology used in breast cancer surgery. The rollout of PINPOINT, a SPY technology endoscopic fluorescence imaging system developed for use in minimally invasive surgical procedures, and LUNA, which is aimed at the wound care surgical market, is ongoing. The initial markets for PINPOINT include colorectal and esophageal surgery, laparoscopic cholecystectomy and endometriosis. LUNA’s current target markets consist of non-healing wounds, diabetic foot ulcers and hyperbaric therapy. Single-use surgical kits are also purchased for use in LUNA imaging procedures. Novadaq has added DermACELL®, an allograft decelluarized dermal matrix made from human cadaveric tissue that is a biocompatible scaffold that supports tissue regeneration. Projections Operations All profit or loss projections exclude warrant valuation adjustments. 2016 and 2017 revenue gains should be driven mainly by the increasing productivity of Novadaq’s sales force, which now numbers 95 (up from 80 at year-end) and could expand to 120 later in 2016. Novadaq has targeted annual sales rep productivity at $1 million to $2 million. In 2H15, roughly half the sales force achieved annualized productivity of $1.25 million; the top quartile of the sales force achieved $1.6 million. In 4Q14, productivity per sales rep averaged $800,000; productivity rates suggests ample upside stemming from improved experience and a winnowing of underperformers. The most recently hired sales reps should approach targeted productivity rates in the back half of 2016. Taglich Brothers, Inc. 2 Novadaq Technologies Inc. Sales force productivity could be increased further by its January 1, 2016 reorganization into two groups: surgical, which will concentrate on markets where SPY technology is used in surgical applications, and wound care, focusing on wound care centers, thereby driving stronger sales of LUNA. Of the 15 reps hired since the beginning of the year, 10 were assigned to wound care. Each target segment represents a separate call point driven by differing customer objectives. With SPY Elite employed in approximately 20% of US breast surgical procedures, penetration of this surgical market should be sustained in the years ahead, with revenue potential enhanced by sales of LifeNet Health's DermACELL tissue products. We project a 31% rise in 2016 revenue to $83.6 million, driven mainly by a 32% increase in product sales to $80.2 million, and a loss of $30.4 million, or ($0.54) per share. (Previous projections were revenue of $87.7 and a loss of $35.8 million, or ($0.63) per share). Gross profit should increase 30.3% to $58.8 million, a gain driven a 31% rise in revenue, offset in part by gross margin compression to 70.3% from 70.7% stemming from a rise in LUNA and DermACELL sales, which yield lower margins. The effect of lower-margin products should be offset in part by the suspension of the US medical device tax, a saving of roughly one percentage point on the cost of sales margin. Operating expenses should be much better leveraged due to the sharp deceleration in sales force recruitment and training costs. After doubling in both 2014 and 2015, selling & distribution expenses will increase only 11.6% to $60.9 million. With R&D and G&A rising at slower rates, total operating expenses will increase only 10.1% to $89.3 million, the most moderate rise in operating expenses since 2012. Improved leverage of operating expenses will narrow the 2016 operating loss to $30.5 million from $36 million, reducing Novadaq’s net loss to $30.4 million from $35.9 million. For 2017 we project a net loss of $21 million, or ($0.37) per share, on a 35.1% increase in revenue to $113 million driven mainly by a 36.3% rise in product sales to $109.4 million. Revenue should be sustained by the same factors underlying 2016 gains –increased productivity of the sales force, higher utilization of SPY systems in service, LUNA software enhancements, wider distribution of DermaCELL, the 2016 introduction of PINPOINT hardware upgrades, and continued penetration of markets in Asia. Although gross margin is likely to compress slightly as LUNA’s sales expand, gross profit should increase 35% to $33.7 million due to revenue gains. Operating expenses will increase an estimated 12% to $100 million, led by a 14.4% increase in selling & distribution expenses to $69.6 million. As gross profit gains will outpace the increase in operating expenses, leverage should narrow the operating loss to $21 million from $30.5 million, and reduce the net loss for the year to $21 million from $30.4 million. Finances 2016 cash burn of $16.9 million, and a $3.8 million increase in working capital stemming from increases in receivables and inventory, offset in part by an increase in payables and accruals, and capital expenditures of $9 million will reduce cash by $27.3 million to $79.5 million at the end of 2016. As losses narrow in 2017, cash burn should moderate, dropping to $5.8 million. But the rise in sales will increase working capital by $8.5 million due to increases in receivables and inventory, partly offset by higher payables and accruals. Cash of $13.7 million used in operations, and capital expenditures of $8 million will reduce cash by $19.9 million to $59.6 million at the end of 2017. Taglich Brothers, Inc. 3 Novadaq Technologies Inc. 2015 Fourth Quarter and Full-Year Results Our narrative excludes warrant valuation adjustments, which are reflected on the as-reported financial statements on the next page. We cite year-onyear comparisons but in light of the 2015 shift from a distributor based marketing strategy to a direct sales force model, our discussion touches more on the effect of that change on operating results. Quarter ending Dec 31: 2015E 2015A 2014A Product revenue Royalty revenue Deferred partnership fees Service revenue 19,104 587 327 Total revenue 20,018 Cost of sales Gross profit 17,407 457 % +/'15 vs '14 Year ending Dec 31: 2015 2014 % +/- 95% (21%) - 108% 60,799 2,023 210 9,802 745 2,317 158 18,073 13,022 54% 63,812 46,600 37% 5,649 5,422 3,898 45% 18,726 16,058 17% 14,370 12,651 9,124 57% 45,086 30,542 48% 13,157 4,817 2,587 14,187 5,241 2,259 7,506 3,393 3,934 75% 42% (34%) 54,518 17,549 9,051 27,684 10,782 10,295 97% 63% (12%) 991 40,696 1,909 3,292 704 49% 6% - 41% Operating expenses Selling & distribution R&D G&A Total 20,561 21,688 14,834 39% 81,119 48,761 66% Operating income (loss) (6,191) (9,037) (5,710) 8% (36,032) (18,219) 98% (26) (26) 48 4,500 (7,356) 74% (105) 250 (0%) NM 5,021 251 4,500 (1,836) (17,517) (34) (44%) (30,867) 36 (24,304) 50 27% (17,552) (44%) (30,831) (24,254) 27% 54,850 56,055 55,236 (0.32) (0.19) (0.55) (0.64) (0.44) (0.41) 70.1% 57.6% 26.1% 30.2% 70.7% 85.4% 27.5% 14.2% 65.5% 59.4% 23.1% 22.1% Interest expense 48 Interest/investment income 84 Operations In 4Q15, Rights termination charge Novadaq incurred a loss of Warrant valuation adjustment (3,661) $6.1 million, or ($0.11) per (9,014) Net income (loss) (9,794) share, on revenue of $20 Income tax recovery (expense) (13) million. We projected a 4Q (9,014) Net income (loss) (9,807) loss of ($0.16) per share on 56,448 Average shares outstanding 54,908 revenue of $18.1 million. Capital equipment sales Earnings (loss) per share (0.16) Reported (0.18) increased 89% to $12 million (0.16) Excluding warrant revaluation (0.11) and (recurring) sales of Margin Analysis (on product sales) consumable kits more than 70.0% Gross margin 71.8% doubled to $7.1 million. In 78.5% Sales & marketing 65.7% the aftermath of the 29.0% R&D 24.1% termination of the marketing 12.5% G&A 12.9% agreement with LifeCell, Source: company reports and Taglich Brothers estimates capital equipment sales by a growing direct sales force increased from $3.6 million in 1Q15 to $10.3 million in 4Q15. (373%) Recurring revenue, gains in which stemmed partly from full recognition rather than sharing of revenue with LifeCell, increased from $4.9 million in 1Q15 to $6.7 million by 4Q15. Revenue directly earned by Novadaq increased to $17 million (85% of total revenue) in 4Q15 from $8.5 million (73% of total revenue) in 1Q15. Operating expenses were up 39% to $20.6 million, an increase lead, in dollar terms, by a 75% rise in selling & distribution expenses to $13.2 million. This increase reflects the yearlong buildup in a direct sales force which grew to 85 at the end of 2015 (95 as of February 2016) but has yet to achieve optimal productivity. The increase in operating expenses offset gross profit gains, widening the 4Q operating loss to $6.2 million from $5.7 million. At the end of 4Q15, there were 650 SPY systems installed, largely unchanged since 3Q15, each generating an average of $10,300 in recurring revenue, up from an average of $8,566 in recurring revenue in 1Q15. Of the systems in service, 350 were out on evaluation, comprising the potential pipeline of capital equipment sales. Taglich Brothers, Inc. 4 Novadaq Technologies Inc. In 2015, Novadaq lost $35.9 million, or ($0.64) per share, on revenue of $63.8 million, vs. a 2014 loss of $22.4 million, or ($0.41) per share, on revenue of $46.6 million. 2014 results reflect sharing of SPY Elite revenue with LifeCell and a rights terminal charge (on the LifeCell agreement) of $4.5 million, approximately ($0.08) per share. 2015 revenue was up 37% to $63.8 million, led by a 49% increase in product sales to $60.8 million. Product sales gains were driven in roughly equal measure (in dollar terms) by a 42% increase in capital equipment sales to $35.9 million and a 61% rise in recurring revenue to $25 million. Gains in recurring revenue (sales of single-use procedural kits) stemmed from the recognition of all SPY Elite sales following the end of the LifeCell marketing agreements in 4Q14. Gross profit increased 48% to $45.1 million due to revenue gains and a gross margin improvement to 70.7% from 65.5% stemming from the increases in capital equipment sales and recurring revenue, offset in part by the loss of partnership fee revenue due to the termination of LifeCell marketing agreements. Operating expenses were up 66% to $81.1 million, led, in dollar terms by a doubling in sales and distribution expenses to $54.5 million as Novadaq expanded its direct sales force, and increased spending on promotions and sponsorship of clinical studies. R&D for the year increased 63% to $17.5 million due to increased patent and trademark expenses, and higher salaries, stock options and clinical trial expenses. Despite an increase in salaries and public company listing fees, G&A expenses dropped 12% to $9.1 million due mainly to a $2 million decrease in bad debt expenses. Due to the increase in operating expenses, the operating loss for 2015 doubled to $36 million from $18.2 million, accounting for a widening of the year’s net loss (excluding warrant revaluations and termination fees) to $35.8 million from $17.9 million. Finances In 4Q15 Novadaq burned cash of $3.3 million and increased working capital by $5 million due to increases in receivables and inventory that were partly offset by increases in payables and accruals. Cash of $8.1 million used in operations and capital expenditures of $2.5 million reduced cash by $9.6 million to $106.8 million at the end of the quarter. In 2015, NVDQ burned cash of $23.8 million and increased working capital by $6.6 million due to increases in receivables, inventory and prepayments, offset in part by an increase in payables and accruals. Cash of $30.1 million used in operations and capital expenditures of $8.1 million, partly offset by proceeds from the disposal of fixed assets and proceeds from options and warrants, reduced cash by $34.7 million to $106.8 million as of December 31, 2015. Strategy Development of new visualization indications and sponsorship of clinical trials, data from which can support the adoption of SPY in more hospitals, increased utilization of the SPY systems already in service, penetration of overseas markets (mainly in Asia), product enhancements and enlargement of a direct sales force all underlie Novadaq’s growth plans. Near-term growth strategy includes the development and launch of new features and capabilities for existing SPY platforms, including a handheld SPY Elite device that is compatible with the existing SPY Elite interface, software upgrades for LUNA that enhance the system’s predictive value and user understanding of images, and hardware accessories for PINPOINT. With the enlargement of Novadaq’s sales and clinician field forces, the company aims to leverage points of contact and pursue installation of multiple-application SPY systems in hospitals, and increase the utilization of SPY systems already in service. Revenue from SPY Elite, PINPOINT and LUNA, all sold by its direct sales force will account for an estimated 70% of revenue in 2016-17 (down from 80% in 2015), with overseas revenue and sales through Intuitive Surgical contributing a combined 20% of revenue. Taglich Brothers, Inc. 5 Novadaq Technologies Inc. Most of the systems currently in service are used in breast reconstruction and open gastrointestinal surgeries at institutions where SPY Elite was installed through LifeCell. Novadaq’s 2013 deployment of PINPOINT in US hospitals for use in laparoscopic colorectal surgery, initially cholecystectomies (surgical removal of the gall bladder) and the excision of endometriosis lesions, will further expand and diversify the company’s surgical markets, as will LUNA, and DermACELL, which are initially aimed at the wound care surgical market. DermaCELL should also be well accepted among institutions that use SPY Elite for breast reconstruction procedures, the number of which has risen significantly in the US since 2008. Major Clinicial Trials Data from clinical trials is intended to increase clinician interest in PINPOINT. The PILLAR (Perfusion Assessment in Laparoscopic Left Anterior Resection) III trial, which will enroll an estimated 1,000 subjects (125 recruited to date), began in 4Q14 and is projected to run through December 2016. PILLAR III aims to determine the difference in post-operative anastomotic leak rate in low anterior resection procedures where colon and rectal tissue perfusion is evaluated using PINPOINT as an adjunct to standard surgical practice compared to surgical procedures performed according to standard surgical practice alone. Data should be available in 1Q17. The FILM trial is designed as a prospective, open label, multicenter study to assess the safety and utility of PINPOINT in the identification of lymph nodes in patients with uterine and cervical cancer who undergo lymph node mapping. FILM, which will enroll an estimated 150 subjects; data should be available by 4Q16. Collaborative/Distribution Agreements and Acquisitions Novadaq has distribution agreements covering all of the large markets in Asia – China, India, Japan and South Korea. The October 2015 co-marketing agreement with Arthrex, Inc., an orthopedic medical device manufacturer, should greatly facilitate PINPOINT’s access to additional customers and penetration of additional accounts. PINPOINT can be integrated into Arthrex’s Synergy System, which combines high-definition technology in tion cameras, LED lighting, and image management with an intuitive graphical user interface. In December 2014, Novadaq was appointed exclusive worldwide distributor of LifeNet Health's DermACELL tissue products for wound and breast reconstruction surgery. The agreement has an initial 10-year term and, subject to certain conditions and certain sales performance targets, will automatically renew for successive five-year periods. Technology and Products Novadaq’s SPY imaging technology is based on the fluorescence properties of indocyanine green (ICG), a watersoluble dye that binds with albumin, the most abundant plasma protein in human blood. ICG’s affinity for albumin confines the dye largely to the vascular system, an advantage underlying its widening acceptance since the 1980s. ICG also shows low toxicity and is rapidly excreted from the body through the bile ducts. ICG fluoresces, or emits light, when illuminated with a near-infrared laser beam, highlighting blood as its flows through blood vessels and the capillary bed. This property is the basis for fluorescence angiography, an imaging technology refined by Novadaq for use in a number of open, minimally invasive, and robotic surgical procedures. SPY is a compact mobile system with an articulating arm that facilitates camera positioning, a rotating monitor, an auto-focus camera and the laser light source. So far, Novadaq’s imaging system has been cleared by the FDA (510K) for coronary artery bypass grafts, cardiovascular surgery, plastic reconstructive and micro surgery, organ transplant surgery, gastrointestinal surgery and minimally invasive surgery. SPY’s major variants include SPY Elite, LUNA and PINPOINT, all of which are now sold by Novadaq’s direct sales force. Only the Firefly is sold through a partner. SPY Elite is cleared by the FDA for the visualization of blood flow in vessels and tissue perfusion during six different open surgery applications. They are also CE-marked for sale in Europe and have regulatory approvals in Taglich Brothers, Inc. 6 Novadaq Technologies Inc. Canada, Japan and other overseas markets. SPY Elite is used in plastic reconstructive, cardiovascular, colorectal and general surgery, and in vascular intervention. FIREFLY is integrated into Intuitive Surgical’s da Vinci Surgical Robotic System. FIREFLY is cleared by the FDA for use in robotic surgery. The FIREFLY system is used in applications ranging from urology to gynecology. PINPOINT PINPOINT is an endoscopic fluorescence imaging system was developed for minimally invasive (laparoscopic) gastrointestinal, gynecological, thoracic and urological surgery. Pinpoint combines the fluorescence imaging with the high definition visible light imaging capabilities of a traditional endoscopic imaging system. PINPOINT can be used as a traditional endoscope and to obtain fluorescence images either on demand or in a simultaneous imaging mode during minimally invasive surgery. PINPOINT aims to provide minimally invasive surgeons with better visualization of important anatomic structures during complex procedures. PINPOINT is FDA approved, CE- marked, and cleared for use in some other overseas markets for minimally invasive surgical procedures. Novadaq and its Japan distributor are seeking marketing clearance in Japan. LUNA is cleared by the FDA for outpatient use in cardiovascular applications, such as the assessment of blood flow and tissue perfusion in patients with complex wounds typically caused by peripheral vascular disease. LUNA is also CE-marked for sale in Europe, and is cleared for use in Canada, Japan and other overseas markets. LUNA has been developed primarily for wound care centers’ use for diagnostic imaging, the assessment of vascular flow and perfusion at the site non-healing wounds caused by vascular deficiencies that impede the healing of wounds caused by peripheral vascular disease. LUNA enables surgeons to assess baseline perfusion at the site of the wound and perform serial assessments as wound care options are evaluated. Principal SPY Surgical and Wound Care Market Opportunities Breast Reconstruction In 2014 (latest data published) there were 169,000 breast reconstructive surgical procedures performed in the US, 60% of which were post mastectomy reconstructions. In addition there were another 41,000 breast reductions performed for cosmetic surgical purposes. Cosmetic reductions are not included in the chart at right. By Novadaq’s estimates, SPY imaging is now used in 20% of US breast reconstruction procedures. The number of US mastectomies has declined significantly during the past 10 years as surgeons have reduced the volume of breast tissue excised in response to breast cancer. Nonetheless, the number of post mastectomy reconstructive procedures is still significant and has increased since 2007 after falling for several years. In the last five years, breast reconstruction procedures have risen as breast reductions have declined. Taglich Brothers, Inc. 7 Novadaq Technologies Inc. Breast Reduction Breast reduction surgeries are technically less complex than breast reconstruction but patients are at risk for some of the same complications – bleeding and tissue necrosis. Intraoperative and postoperative blood loss is rare but can occur. A hematoma (collection of blood in a body cavity) could cause pain, infections, scar tissue, or other issues. The fat, surrounding tissues, the incision line and the breast envelope could become necrotic due to lack of blood supply. Nipple necrosis, which can lead to loss of the areola and/or the nipple, is a rare but serious side effect when incisions are made near the areola, particularly when the nipples and areolas are cut away and repositioned. SPY imaging could warn the surgeon of potential complications stemming from poorly connected blood vessels and inadequate perfusion. Surgeons at Stanford University have estimated that the use of SPY imaging during breast reconstruction could, if infections are reduced by half and tissue necrosis is reduced by 90%, potentially reduce costs by more than $2,000 per patient. Colorectal Surgery There are approximately 150,000 cases of colorectal cancer diagnosed annually in the US, arguably a reasonable indication of the number of colorectal surgeries, all of which entail a surgical connection of separate loops of intestine. Failed anastomosis i.e., an incomplete seal that results in leakage at the site of the connection, is the most feared complication of colorectal surgery. According to a 2006 study by Murrell and Stamos, rates of anastomotic failure range from 3% to 26% and are associated with a mortality rate of 6% to 39%. Anastomotic leaks tend to be detected late in the postoperative period, frequently after discharge from the hospital. A 2007 study of 1,223 procedures by Hyman et al found that of 33 anastomotic leaks that developed, 12 were diagnosed an average of 12 days after surgery; the rest were diagnosed by imaging procedures an average of 16 days after surgery. Consequences of these leaks include abdominal pain, high fever, abnormally rapid heartbeat and unstable blood pressure. Patients with anastomotic leakage generally have to return to the operating room and undergo extended intensive care. To avoid the complications and costs associated with anastomotic leakage, intraoperative detection of leaks is crucial. SPY could enable surgeons to avoid resection (and attempted anastomosis) of areas of the colon where perfusion is poor, potentially reducing rates of anastomotic failure. PINPOINT visualizes in high-risk colon resection surgeries that entail rejoining (anastomosis) dissected ends of a bowel section, e.g., Crohn’s disease and esophageal cancer. PINPOINT has also being developed for use in cholecystectomies and removal of endometriosis lesions. The PILLAR II (Perfusion Assessment in Laparoscopic Left Anterior Resection) study, conducted from March 2012 through June 2014, enrolled 147 patients scheduled for laparoscopic left colectomy in the lower region (5 – 15 cm from the opening of the anus on the surface of the body). The study aimed to determine how effectively PINPOINT can enable the surgeon to determine the best site for colon resection, and assess perfusion in the mucous membrane lining the colon. The study also measured all operative complications up to as long as 30 days after the procedure. Surgical removal of endometriosis lesions is also a targeted indication. Endometriosis, which affects roughly seven million women in the US, is a leading cause of female infertility, chronic pelvic pain, and gynecologic surgeries. Taglich Brothers, Inc. 8 Novadaq Technologies Inc. Endometriosis is a consequence of the endometrial lining of the uterus attaching itself to other organs, preventing it from leaving the body after it is shed during menstruation. This lining is aggravated by ovulation and menstruation and can break down and bleed, tear away, or form painful scar tissue that continues to grow abnormally. Vascular Surgery/ Wound Care Novadaq has evaluated SPY (branded as LUNA™ for the wound care market) in clinical studies at four major US centers, assessing its ability to guide surgeons in decisions on managing the consequences of peripheral vascular disease such as the need for limb salvage and amputations, and approaches to lower limb amputation, i.e., above or below the knee. Diabetic patients account for the majority of lower limb amputations. Centers for Disease Control (CDC) data for 1997 showed that of 131,000 lower extremity amputations reported, 87,700, or 67%, had diabetes. For 2004 the CDC reported 71,000 lower limb amputations among diabetics, a figure that dropped to 65,700 in 2006. The decrease in limb amputations attributed to complications from diabetes has been declining for the past 15 years due to more effective management of the disease amid skyrocketing prevalence. However, the numbers are still substantial and underlie an attractive market opportunity for SPY, more so due to ongoing efforts to reduce the ratio of above the knee amputations. SPY is also being evaluated, with potentially promising results, as a tool to assess perfusion and tissue viability in extremities where debridement is being considered. Diminished perfusion, which bodes poorly for wound healing, can potentially be detected more effectively by SPY than just a clinical evaluation and improve limb salvage rates. Peripheral vascular disease has significant implications for wound care, particularly diabetic foot ulcers. A 2009 Clinical Evidence article by Hunt observed that in resource-rich countries, the annual incidence of ulcers in patients with diabetes is 2.5% to 10.7%. With a (diagnosed) diabetic patient population of 19 million, that range of ulcer incidence rates would translate to 475,000 to two million cases of diabetic ulcers diagnosed every year in the US. For patients with healed diabetic foot ulcers, the five-year cumulative rate of ulcer recurrence is 66% and of amputation is 12%. Treatment of diabetic foot ulcers requires debridement (excision) of non-viable (poorly perfused) tissue, leaving healthy wound edges where growth factors can promote healing. SPY can facilitate effective debridement by enabling surgeons to distinguish between adequately and poorly perfused tissue. Competition There are no directly competing fluorescent angiography systems currently on the market but there are existing technologies that are well entrenched, notably in cardiac surgery applications. Transit time flow measurement (TTFM) and X-ray angiography have gained acceptance over the years. X-ray angiography, in particular, has been widely accepted as a gold standard. Competitive challenges consist mainly of displacing these older technologies, Taglich Brothers, Inc. 9 Novadaq Technologies Inc. a process that could be slowed by capital spending and technology assessment hurdles, and by the established presence of many larger manufacturers in the medical imaging industry, including General Electric, Siemens Electronics and Philips Electronics, all of whom have blanketed the hospital sector. The endoscopy market poses similar challenges. Endoscopes are manufactured by many large manufacturers, including optics industry leaders Olympus, Pentax, and Fujinon, and medical technology firms such as Stryker Corporation, which can cover the market with sales forces much larger than Novadaq’s. Broad efforts to drive acceptance of the SPY product line include publication of peer-reviewed articles by surgeons whose experiences attest to the clinical and financial benefits of adopting SPY. The company has supported a registry (Victoria Multi-Center Clinical Registry) that collects cardiac surgical case data that differentiate coronary artery bypass outcomes based on the use of SPY systems. Novadaq’s competitive position has been buttressed by its intellectual property, relationships with strategic partners that are the strongest in their respective markets, and widening acceptance of SPY technology. Even if competitors can circumvent the company’s patent protection, establishing a market presence and achieving a clinical advantage over SPY would represent formidable challenges. Risks In our view, these are the principal risks underlying the stock: Regulatory Review Regulatory review requirements could potentially derail or delay the launch of a product with substantive revenue potential. Each application of SPY technology is subject to regulatory review as a Class II medical device (moderate level of risk to the patient) requiring a 510(K) clearance based on proof of substantial equivalence (no clinical trials are required) to a device on the market or cleared by the FDA before 1976. Competition The clinical utility and cost effectiveness of SPY relative to x-ray angiography and transit time flow measurement have been amply demonstrated, but displacement of older systems could be slowed by capital spending and technology assessment hurdles. Suppliers of imaging equipment to the hospital sector include multi-nationals with large sales forces. Reimbursement Reimbursements for SPY use in inpatient procedures are currently granted on a case to case basis. The reimbursement Novadaq has targeted is modest relative to total procedure costs but an approval would speed acceptance of SPY technology. Intervening Technology Efforts to achieve improved clinical utility and cost effectiveness are ongoing. There is always potential for new devices or pharmaceuticals that could displace existing technologies. Microcap Concerns Shares of Novadaq have risks common to the stocks of other microcap (which we define as market capitalizations of $250 mil or less) companies. These risks often underlie stock price discounts from the valuations of larger-capitalization stocks. Liquidity risk, typically caused by small trading floats and very low trading volume, can lead to large spreads and high volatility in stock price. The company has approximately 52 million shares in the float. On average, 372,000 shares are traded daily. Miscellaneous Risks The company's financial results and equity values are subject to other risks, including competition, operations, financial markets, regulatory risk, and/or other events. These risks may cause actual results to differ from expected results. Taglich Brothers, Inc. 10 Novadaq Technologies Inc. Balance Sheets 20132A–2017E ($ Thousands) 2013A 2014A 2015A 2016E 2017E Cash + equivalents Accts receivable Inventory Prepayments & other 182,330 8,502 1,032 3,846 141,448 14,336 6,798 1,235 106,790 21,768 10,681 3,363 79,459 25,555 14,632 2,509 59,568 34,522 19,841 3,389 Total 195,710 163,816 142,602 122,155 117,319 13,361 13,648 14,830 15,222 13,758 ASSETS Current assets Long-term investments Fixed assets (net) Deferred development costs & charges Intangibles 3,304 20,250 18,540 17,736 16,932 212,374 197,714 175,972 155,113 148,009 Accts payable & accruals Provision for warranty claims Deferred revenue - current portion Deferred rev (curr) - sales/marketing agreement Income taxes payable Distribution rights payable 7,124 187 380 1,300 6,178 335 404 12,146 455 1,125 14,510 250 585 17,801 250 791 250 13 250 250 250 Total 9,009 7,167 13,987 15,595 19,092 194 1,992 26,066 552 849 650 650 25,873 1,631 16,438 1,735 24,618 1,725 35,037 1,725 TOTAL ASSETS LIABILITIES AND EQUITY Current liabilities Deferred revenue Deferred rev - sales/marketing agreement Shareholder warrants Distribution rights payable Shareholders' equity 175,115 162,491 142,962 112,525 91,505 TOTAL LIABILITIES AND EQUITY 212,374 197,714 175,972 155,113 148,009 Source: Company reports & Taglich Brothers estimates Taglich Brothers, Inc. 11 Novadaq Technologies Inc. Annual Income Statements 2012A–2016E ($ Thousands) 2013A 2014A 2015E 2016E 2017E Product sales Royalty revenue Deferred partnership fee revenue Service revenue 31,018 1,890 1,300 812 40,696 1,909 3,292 704 60,799 2,023 80,245 1,939 109,402 1,977 991 1,450 1,600 Total revenue 35,021 46,600 63,812 83,634 112,980 Cost of sales 12,933 16,058 18,726 24,874 33,729 Gross profit 22,088 30,542 45,086 58,760 79,250 14,061 7,974 7,234 31 26 27,684 10,782 10,295 54,518 17,549 9,051 60,858 18,946 9,473 69,596 20,944 9,771 Total 29,326 48,761 81,119 89,276 100,311 Operating income (loss) (7,238) (18,219) (36,032) (30,517) (21,061) (105) (104) (104) 250 184 145 Operating expenses Selling & distribution R&D G&A Inventory write down Equipment write down Interest expense Gain (loss) on investment Interest income Rights termination charge Warrant valuation adjustment (182) 25 109 (15,015) 25 226 (4,500) (1,836) 5,021 Pretax loss Income tax recovery (expense) (22,301) (1) (24,304) (50) (30,866) 36 (30,437) 0 (21,020) 0 Net income (loss) (22,302) (24,354) (30,830) (30,437) (21,020) 48,482 55,350 56,055 56,575 57,575 (0.46) (0.15) (0.44) (0.41) (0.55) (0.64) (0.54) (0.37) 63.1% 40.2% 22.8% 20.7% 65.5% 59.4% 23.1% 22.1% 70.7% 85.4% 27.5% 14.2% 70.3% 72.8% 22.7% 11.3% 70.1% 61.6% 18.5% 8.6% Average shares outstanding Earnings (loss) per share Reported Excluding warrant revaluation Margin Analysis Gross margin Sales & distribution R&D G&A Source: Company reports and Taglich Brothers estimates Taglich Brothers, Inc. 12 Quarterly Income Statements ($ Thousands) 2015A- 2017E 2Q15A 3Q15A 4Q15A 2015A 1Q16E 2Q16E 3Q16E 4Q16E 2016E 1Q17E 2Q17E 3Q17E 4Q17E 2017E 11,067 452 172 14,337 540 189 16,290 443 303 19,104 587 327 60,799 2,023 991 18,148 473 350 19,625 481 350 20,602 490 375 375 21,870 495 375 80,245 1,939 1,450 23,424 512 375 25,638 481 400 28,315 490 400 32,026 495 425 109,402 1,977 1,600 Total revenue 11,691 15,066 17,036 20,018 63,812 18,971 20,456 21,467 22,740 83,634 24,311 26,519 29,204 32,946 112,980 Cost of sales 4,220 4,381 4,477 5,649 18,726 5,691 6,035 6,440 6,708 24,874 7,293 7,956 8,761 9,719 33,729 Gross profit 7,471 10,686 12,559 14,370 45,086 13,280 14,422 15,027 16,032 58,760 17,017 18,563 20,443 23,227 79,250 12,498 3,623 2,687 15,493 5,129 2,459 13,370 3,981 1,319 13,157 4,817 2,587 54,518 17,549 9,051 15,651 4,743 2,371 14,831 4,705 2,352 15,027 4,723 2,361 15,350 4,775 2,388 60,858 18,946 9,473 16,410 5,105 2,431 16,574 5,237 2,387 17,668 5,330 2,482 18,944 5,271 2,471 69,596 20,944 9,771 18,807 23,080 18,670 20,561 81,119 22,765 21,888 22,110 22,513 89,276 23,946 24,198 25,480 26,686 100,311 (11,336) (12,394) (6,111) (6,191) (36,032) (9,486) (7,467) (7,084) (6,481) (30,517) (6,928) (5,635) (5,038) (3,459) (21,061) (26) 54 (26) 56 (26) 56 (26) 84 (104) 250 (26) 49 (26) 48 (26) 45 (26) 42 (104) 184 (26) 39 (26) 37 (26) 35 (26) 33 (104) 145 Operating expenses Taglich Brothers, Inc. 13 Selling & distribution R&D G&A Total Operating income (loss) Interest expense Interest income Rights termination charge Warrant valuation adjustment 23 6,339 2,321 (3,661) 5,021 Net income (loss) Income tax recovery (expense) (11,285) (6,026) (3,760) 48 (9,794) (13) (30,866) 36 (9,462) (7,445) (7,065) (6,465) (30,437) (6,915) (5,624) (5,029) (3,452) (21,020) Net Loss (11,285) (6,026) (3,712) (9,807) (30,830) (9,462) (7,445) (7,065) (6,465) (30,437) (6,915) (5,624) (5,029) (3,452) (21,020) 56,427 56,677 56,198 54,908 56,055 56,200 56,450 56,700 56,950 56,575 57,200 57,450 57,700 57,950 57,575 (0.20) (0.20) (0.11) (0.22) (0.07) (0.11) (0.18) (0.11) (0.55) (0.64) (0.17) (0.13) (0.12) (0.11) (0.54) (0.12) (0.10) (0.09) (0.06) (0.37) 63.9% 106.9% 31.0% 23.0% 70.9% 102.8% 34.0% 16.3% 73.7% 78.5% 23.4% 7.7% 71.8% 65.7% 24.1% 12.9% 70.7% 85.4% 27.5% 14.2% 70.0% 82.5% 25.0% 12.5% 70.5% 72.5% 23.0% 11.5% 70.0% 70.0% 22.0% 11.0% 70.5% 67.5% 21.0% 10.5% 70.3% 72.8% 22.7% 11.3% 70.0% 67.5% 21.0% 10.0% 70.0% 62.5% 19.8% 9.0% 70.0% 60.5% 18.3% 8.5% 70.5% 57.5% 16.0% 7.5% 70.1% 61.6% 18.5% 8.6% Average shares outstanding Earnings (loss) per share Reported Excluding warrant revaluation Margin Analysis (on product sales) Gross margin Selling & distribution R&D G&A Source: Company reports and Taglich Brothers estimates Novadaq Technologies Inc. 1Q15A Product revenue Royalty revenue Service revenue Novadaq Technologies Inc. Cash Flow Statements 2012A–2016E ($ Thousands) 2013A 2014A Operating activities Net income (loss) 4Q15A 2015A 2016E 2017E (Quarter only) (22,302) (24,354) (9,807) (30,830) (30,437) (21,020) 3,368 57 335 (25) 169 4,906 1,305 5,135 7,709 9,464 803 (25) 423 1,710 1,693 1,693 26 104 104 104 2,544 15,015 (838) 4,372 1,836 (12,461) 1,100 3,661 (3,291) 5,074 (5,021) (23,829) 4,000 4,000 (16,931) (5,759) Accts rec Inventory Recoverable income taxes Prepayments & other Accts pay and accruals Deferred revenue (4,445) (2,163) (3,032) (1,285) 13 58 (879) 132 (8,264) (3,883) 42 (2,158) 6,983 721 (3,787) (3,951) (6,680) (5,209) (9) 3,671 (216) (5,834) (2,953) 34 (237) (773) (1,277) 854 2,364 720 (656) 3,292 720 Changes in working capital (3,164) (11,038) (4,993) (6,558) (3,800) (8,533) Decrease - long-term deferred revenue (1,300) (1,633) 214 297 600 600 Net cash from (used in) operations (5,302) (25,133) (8,070) (30,089) (20,131) (13,691) Capital expenditures Disposal of fixed assets Purchase of intangibles Redemption of LT investments Acquisitions (6,424) 388 (2,517) 25 (6,400) 1,206 (12,369) 25 (2,494) 573 (8,058) 1,741 (9,000) (8,000) Net cash from investing (8,529) (17,537) (1,922) (6,317) (9,000) (8,000) Exercise of options/warrants Proceeds - issuance of stock Transaction costs - common shares/warrants Repayable gov't assistance 3,106 162,544 (8,226) (204) 1,830 372 1,814 1,800 1,800 Net cash from financing 157,221 1,812 372 1,814 1,800 1,800 (15) (24) (12) (64) Net change in cash 143,376 (40,882) (9,632) (34,656) (27,331) (19,891) Cash - beginning Cash - ending 38,954 182,329 182,330 141,447 116,422 106,790 141,447 106,790 106,790 79,459 79,459 59,568 Depreciation/ amortization Inventory/equipment write down Intangible asset write-down Gain on investment Imputed interest expense Impairment of long term investment Stock based compensation Warrants revaluation adjustment Cash earnings (burn) Investing activities Financing activities Exchange rate effects (18) Source: Company reports and Taglich Brothers estimates Taglich Brothers, Inc. 14 Novadaq Technologies Inc. Price Chart Taglich Brothers Current Ratings Distribution Investment Banking Services for Companies Covered in the Past 12 Months Rating # % Buy 2 8 Hold Sell Not Rated Taglich Brothers, Inc. 15 Novadaq Technologies Inc. Important Disclosures At this writing, no Taglich Brothers employees owned or controlled any of Novadaq’s common shares. Taglich Brothers, Inc. does not have an investment banking relationship with the subject of this report and was not a manager or co-manager of any offering for the company within the last three years. All research issued by Taglich Brothers is based on public information. Novadaq Technologies does not pay Taglich Brothers for the creation and dissemination of research reports. General Disclosures The information and statistical data contained herein have been obtained from sources, which we believe to be reliable but in no way are warranted by us as to accuracy or completeness. We do not undertake to advise you as to change in figures or our views. This is not a solicitation of any order to buy or sell. Taglich Brothers, Inc. is fully disclosed with its clearing firm, Pershing, LLC, is not a market maker and does not sell to or buy from customers on a principal basis. The above statement is the opinion of Taglich Brothers, Inc. and is not a guarantee that the target price for the stock will be met or that predicted business results for the company will occur. There may be instances when fundamental, technical and quantitative opinions contained in this report are not in concert. We, our affiliates, any officer, director or stockholder or any member of their families may from time to time purchase or sell any of the above-mentioned or related securities. Analysts and members of the Research Department are prohibited from buying or selling securities issued by the companies that Taglich Brothers, Inc. has a research relationship with, except if ownership of such securities was prior to the start of such relationship, then an analyst or member of the Research Department may sell such securities after obtaining expressed written permission from Compliance. Analyst Certification I, Juan Noble, the research analyst of this report, hereby certify that the views expressed in this report accurately reflect my personal views about the subject securities and issuers; and that no part of my compensation was, is, or will be directly or indirectly related to the specific recommendations or views contained in this report. Public companies mentioned in this report General Electric Digirad Intuitive Surgical Koninklijke Philips Electronics NV (NYSE: GE) (NasdaqGM: DRAD) (NasdaqGS: ISRG) (NYSE: PHG) Olympus Corporation PLC Systems Siemens Aktiengesellschaft Stryker Corporation Taglich Brothers, Inc. 16 (OCPNY OTC) (PLCSF OB) (NYSE: SI) (NYSE: SYK) Novadaq Technologies Inc. Meaning of Ratings Buy – The growth prospects, degree of investment risk, and valuation make the stock attractive relative to the general market or comparable stocks. Speculative Buy – Long term prospects of the company are promising but investment risk is significantly higher than it is in our BUY-rated stocks. Risk-reward considerations justify purchase mainly by high risk-tolerant accounts. In the short run, the stock may be subject to high volatility and could continue to trade at a discount to its market. Neutral – Based on our outlook the stock is adequately valued. If investment risks are within acceptable parameters, this equity could remain a holding if already owned. Sell – Based on our outlook the stock is significantly overvalued. A weak company or sector outlook and a high degree of investment risk make it likely that the stock will underperform relative to the general market. Dropping Coverage – Research coverage discontinued due to the acquisition of the company, termination of research services, non-payment for such services, diminished investor interest, or departure of the analyst. Some notable Risks within the Microcap Market Stocks in the Microcap segment of the market have many risks that are not as prevalent in Large-cap, Blue Chips or even Small-cap stocks. Often it is these risks that cause Microcap stocks to trade at discounts to their peers. The most common of these risks is liquidity risk, which is typically caused by small trading floats and very low trading volume which can lead to large spreads and high volatility in stock price. In addition, Microcaps tend to have significant company specific risks that contribute to lower valuations. Investors need to be aware of the higher probability of financial default and higher degree of financial distress inherent in the microcap segment of the market. From time to time our analysts may choose to withhold or suspend a rating on a company. We continue to publish informational reports on such companies; however, they have no ratings or price targets. In general, we will not rate any company that has too much business or financial uncertainty for our analysts to form an investment conclusion, or that is currently in the process of being acquired. Taglich Brothers, Inc. 17