-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ok0m4mQvcdHIM74xX2rjIX3NGnsT7bJ725UciMKUsRdFJls173+6DDa7CYGYwhS+ z4uPHh3kb/Qa2kx03dXfeg== 0001144204-05-012275.txt : 20050420 0001144204-05-012275.hdr.sgml : 20050420 20050420164840 ACCESSION NUMBER: 0001144204-05-012275 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050420 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENSEY NASH CORP CENTRAL INDEX KEY: 0001002811 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 363316412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27120 FILM NUMBER: 05762396 BUSINESS ADDRESS: STREET 1: MARSH CREEK CORPORATE CENTER STREET 2: 55 EAST UWCHLAN AVE STE 204 CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 6105947156 MAIL ADDRESS: STREET 1: 55 EAST UWCHLAN AVE STREET 2: STE 201 CITY: EXTON STATE: PA ZIP: 19341 8-K 1 v016670_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): April 20, 2005
 
Kensey Nash Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
0-27120
36-3316412
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)

Marsh Creek Corporate Center, 55 East Uwchlan Avenue, Exton, Pennsylvania 19341
(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (610) 524-0188

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02. Results of Operations and Financial Condition.

The information in this Form 8-K (including the exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On April 20, 2005, we announced our results of operations and financial position as of and for the three and nine month periods ended March 31, 2005. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
  KENSEY NASH CORPORATION
 
 
 
 
 
 
By:   /S/ Wendy F. DiCicco
 
Wendy F. DiCicco, CPA
Chief Financial Officer
 

Dated: April 20, 2005


EX-99.1 2 v016670_ex99-1.htm

Exhibit 99.1
FOR IMMEDIATE RELEASE

CONTACT:      
Joseph W. Kaufmann
President and Chief Executive Officer
(610) 524-0188

KENSEY NASH REPORTS THIRD QUARTER RESULTS,
ANNOUNCES EARNINGS OF $0.26 PER SHARE AND REVENUES OF $14.8 MILLION

EXTON, PA, April 20, 2005 -- Kensey Nash Corporation (Nasdaq: KNSY) today announced earnings of $0.26 per share and revenues of $14.8 million for its third fiscal quarter ended March 31, 2005. This compares to the Company’s revised guidance range for revenues of $14.3 to $14.8 million and earnings per share of $0.25 to $0.26 provided on March 16, 2005.

Third Quarter Results. Total revenues for the third quarter were $14.8 million compared to $15.8 million in the prior year period. Net sales of $9.4 million were consistent with our prior year third quarter. Net income for the quarter decreased 8% to $3.2 million, or $0.26 per share, compared to $3.5 million, or $0.28 per share, for the prior year period. The declines in total revenue and in net income are primarily the result of an $800,000 decrease in royalty income in the March 31, 2005 quarter over the comparable prior year period. This is the result of the 33% decrease in the Angio-Seal™ royalty rate, from 9% to 6% which occurred in April 2004, partially offset by continued Angio-Seal™ unit growth and the addition of the Orthovita royalty income in the current year.

Royalty income of $5.4 million increased 8% sequentially from the quarter ended December 31, 2004 and included $4.9 million in Angio-Seal™ royalties and $572,000 in royalties from Orthovita (Nasdaq: VITA). Although Angio-Seal™ sales increased 17% in the March 31, 2005 quarter over the same period a year earlier, Angio-Seal royalty income of $4.9 million declined from $6.2 million, a 21% decrease from the prior year period as a result of the 33% decline in the royalty rate. In the Company’s fourth quarter, the comparative year over year Angio-Seal™ royalty income rates will be approximately 6% in both the current and prior year periods. Combined with on-going strength of Angio-Seal™ end-user sales, continued launches by Orthovita of co-developed products, and other sources of royalty income in progress, the Company expects royalty income to increase going forward.

Kensey Nash’s balance sheet continues to be strong with $107.5 million of total assets, $46.5 million of cash and interest bearing investments, $99.0 million of stockholders’equity, and no debt reported at March 31, 2005. During the quarter, the Company generated cash flow from operations of $3.7 million offset primarily by capital spending of $7.5 million, including $6.0 million for construction costs of our new facility, and share repurchases totaling $1.7 million.
 
Year-to-Date Results. Total revenues for the nine months ended March 31, 2005 increased 8% to $45.1 million compared to $41.9 million in the prior year period. Net sales increased 20% to $29.7 million from $24.8 million in the comparable nine months of the prior fiscal year. Net income for the nine months ended March 31, 2005 increased 10% to $9.6 million, or $0.79 per share, compared to $8.8 million, or $0.72 per share, for the prior year period.

CEO Comments on Results. “St. Jude Medical’s Angio-Seal™ sales continued to grow, both sequentially and year over year,” commented Joseph W. Kaufmann, President and CEO of Kensey Nash Corporation. “Orthovita royalties increased significantly over the prior year quarter, the period of the first product launch, and 10% sequentially, reflecting the strong market acceptance of products jointly developed by Kensey Nash and Orthovita in the bone grafting market,” he continued. “Overall, net sales for the quarter were flat year over year, however sales of Angio-Seal™ components were up 19% but were offset by a similar decline in sales of sports medicine products. As previously stated, we look for growth in the sports medicine business to return in our fiscal 2006,” Mr. Kaufmann commented.


 
CEO Comments on TriActiv. “This was a very exciting quarter for our company with the FDA clearance of the TriActivâ Embolic Protection System and the recent launch of this product by our new direct sales force in the U.S.” Mr. Kaufmann continued. “We also received CE mark approval for European marketing and sale of the FX™ system, a new generation of the TriActivâ System. These approvals provide a significant platform for growth in fiscal 2006,” he continued. “On the TriActiv clinical front, we initiated a clinical study, a multi-center prospective registry, for the FX™ system in the U.S. during the quarter.”

Fiscal Year 2005 Guidance. The Company’s guidance for the fiscal year was provided on March 16, 2005, and remains unchanged. The Company estimates earnings per share of $1.08 to $1.10. Total fiscal year revenues are estimated to be in a range of $61 to $62 million. Included in this estimate are net sales of $40 to $41 million, an approximate increase of 10% to 13% over the previous fiscal year, and royalties of approximately $21 to $21.5 million. The estimates provided exclude any TriActivÒ System sales in the U.S. for the remainder of fiscal 2005 and also exclude any estimates of the impact of the Company’s transition to its new facility.  

Share Repurchase. During the third fiscal quarter 2005, the Company repurchased 64,133 shares for approximately $1.7 million. These shares were part of the previously authorized and announced share repurchase programs, under which approximately 395,000 shares remain authorized for repurchase under the March 2005 plan. This repurchase program is effective through September 30, 2005.

Conference Call and Webcast. The Company will be holding a conference call to discuss the third quarter earnings results on Thursday, April 21, 2005 at 11:00 AM eastern time. A live webcast of the conference call will be broadcast. Please visit the investor relations page at www.kenseynash.com for the link. To participate in the conference call, interested parties may call 612-332-0819. A replay of the call will also be available starting April 21, 2005 at 2:30 PM Eastern through Tuesday, April 26, 2005 at 11:59 PM Eastern by calling 800-475-6701, access code 779479.

About Kensey Nash Corporation. Kensey Nash Corporation is a leading developer and manufacturer of absorbable biomaterials-based products with applications in the cardiology, orthopaedics, spine, drug and biologics delivery, periodontal/dental, surgical and wound care markets. The Company was a pioneer in the field of arterial puncture closure, as the inventor and developer of the Angio-Seal™ Vascular Closure Device, which is licensed to St. Jude Medical, Inc. The TriActiv® System, a novel embolic protection system, is approved for sale in the U.S. The TriActiv® FX™ System, the second generation of the TriActiv® System, is approved for sale in the European Union and is being studied in a clinical trial in the U.S.

Cautionary Note for Forward-Looking Statements. This press release contains forward-looking statements that reflect the Company’s current expectations about its prospects and opportunities including the Company’s guidance regarding operating results for fiscal 2005 under the caption “Fiscal Year 2005 Guidance”. The Company has tried to identify these forward looking statements by using words such as “expect,” “anticipate,” “estimate,” “plan,” “will,” “forecast,” “believe,“ guidance,” “projection” or similar expressions, but these words are not the exclusive means for identifying such statements. The Company cautions that a number of risks, uncertainties, and other important factors could cause the Company’s actual results to differ materially from those in the forward-looking statements including, without limitation, the ability of the Company and its customers to obtain necessary regulatory approvals (including future regulatory approvals for the TriActivÒ System) and the timing thereof, the Company’s dependence on two major customers: St. Jude Medical and Orthovita, St. Jude Medical’s success in marketing the Angio-Seal™ device, Orthovita’s success in selling co-developed products, demand for and the Company’s ability to develop and manufacture biomaterial products, including Angio-Seal™ components, sales and marketing success of the TriActivÒ System, and competition from other technologies in the marketplace. For a more detailed discussion of these and other factors, please see the Company’s SEC filings, including the disclosure under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason.
 
-FINANCIAL INFORMATION TO FOLLOW-   
 
2

 
KENSEY NASH CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
                   
   
Three Months
 
Nine Months
 
 
 
Ended March 31,
 
Ended March 31,
 
 
 
2005
 
2004
 
2005
 
2004
 
Revenues:
                 
Net sales
 
$
9,365,150
 
$
9,402,745
 
$
29,664,812
 
$
24,756,449
 
Research and development
   
-
   
135,099
   
253,292
   
462,208
 
Royalty income
   
5,425,668
   
6,237,616
   
15,170,825
   
16,660,906
 
Total revenues
   
14,790,818
   
15,775,460
   
45,088,929
   
41,879,563
 
Operating costs and expenses:
                         
Cost of products sold
   
3,844,127
   
4,275,791
   
12,194,487
   
11,155,622
 
Research and development
   
3,636,957
   
4,308,411
   
11,755,406
   
12,633,967
 
Selling, general and administrative
   
3,101,907
   
2,222,779
   
8,365,363
   
6,255,144
 
Total operating costs and expenses
   
10,582,991
   
10,806,981
   
32,315,256
   
30,044,733
 
Income from operations
   
4,207,827
   
4,968,479
   
12,773,673
   
11,834,830
 
Interest and other income, net
   
353,073
   
252,005
   
994,833
   
798,039
 
Pre-tax income
   
4,560,900
   
5,220,484
   
13,768,506
   
12,632,869
 
Income tax expense
   
1,368,270
   
1,735,092
   
4,130,552
   
3,870,865
 
Net income
 
$
3,192,630
 
$
3,485,392
 
$
9,637,954
 
$
8,762,004
 
Income per common share, assuming dilution
 
$
0.26
 
$
0.28
 
$
0.79
 
$
0.72
 
Diluted weighted average common shares outstanding
   
12,199,697
   
12,265,534
   
12,218,812
   
12,245,510
 
 
3

 
KENSEY NASH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
           
 
 
March 31,
 
June 30,
 
 
 
2005
 
2004
 
Assets
         
Current assets:
         
Cash, cash equivalents and investments
 
$
46,484,677
 
$
61,096,487
 
Trade receivables
   
8,509,781
   
6,005,702
 
Other receivables
   
6,500,768
   
4,943,878
 
Inventory
   
4,928,961
   
3,481,599
 
Prepaids and other assets
   
2,562,658
   
1,418,528
 
Deferred tax asset, current
   
1,734,881
   
2,607,669
 
Total current assets
   
70,721,726
   
79,553,863
 
Property, plant and equipment, net
   
28,742,575
   
15,984,900
 
Acquired patents and proprietary rights, net
   
4,716,687
   
2,410,623
 
Deferred tax asset, non-current
   
-
   
2,825
 
Goodwill
   
3,284,303
   
3,284,303
 
Total assets
 
$
107,465,291
 
$
101,236,514
 
               
Liabilities and stockholders' equity
             
Current liabilities:
             
Accounts payable and accrued expenses
 
$
7,292,139
 
$
6,483,366
 
Current portion of debt
   
-
   
219,147
 
Current portion of deferred revenue
   
100,240
   
109,773
 
Total current liabilities
   
7,392,379
   
6,812,286
 
Long term portion of deferred revenue
   
385,135
   
-
 
Deferred tax liability, non-current
   
676,674
   
-
 
Total stockholders' equity
   
99,011,103
   
94,424,228
 
Total liabilities and stockholders' equity
 
$
107,465,291
 
$
101,236,514
 
4

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