-----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, Bdl/D3Q3G9c1bkb3kAywsv1TDid1iPr1R2jT4AmmF0/DR1SvyM/uqfElNZkrh37z dDq19wSknJ5NrKN7l2E/mA== 0001018871-10-000003.txt : 20100112 0001018871-10-000003.hdr.sgml : 20100112 20100112164214 ACCESSION NUMBER: 0001018871-10-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100106 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100112 DATE AS OF CHANGE: 20100112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHTRONICS, INC. CENTRAL INDEX KEY: 0001018871 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 582210668 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30406 FILM NUMBER: 10523061 BUSINESS ADDRESS: STREET 1: 9825 SPECTRUM DRIVE STREET 2: BUILDING 3 CITY: AUSTIN STATE: TX ZIP: 78717 BUSINESS PHONE: 512.328.2892 MAIL ADDRESS: STREET 1: 9825 SPECTRUM DRIVE STREET 2: BUILDING 3 CITY: AUSTIN STATE: TX ZIP: 78717 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHTRONICS SURGICAL SERVICES INC DATE OF NAME CHANGE: 20010613 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHTRONICS INC /GA DATE OF NAME CHANGE: 19980623 8-K 1 f8k010609fr.htm Form 8-K

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)
January 6, 2010

HEALTHTRONICS, INC.

(Exact name of registrant as specified in its charter)
         
Georgia   000-30406   58-2210668
  		 
  		 
 
(State or Other Jurisdiction
of Incorporation) 		  (Commission File Number)   (I.R.S. Employer
Identification No.)

9825 Spectrum Drive,
Building 3
Austin, Texas 78717

(Address of principal executive offices including Zip Code)

(512) 328-2892

(Registrant’s telephone number, including area code)

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:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] 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.

 

On January 6, 2010, HealthTronics, Inc. (the “Company”) issued a press release updating guidance related to the financial impact of the acquisition of Endocare, Inc. for the quarter ended December 31, 2009 and for 2010. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8 K.

        The Company undertakes no duty or obligation to publicly update or revise the information contained in the press release, although the Company may do so from time to time as the Company’s management believes it is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

        Certain projections regarding the Company’s future performance referenced in the press release are forward-looking statements. These projections are based on currently available competitive, financial, and economic data, along with the Company’s operating plans, and are subject to future events and uncertainties. Among the events and uncertainties that could adversely affect future periods are: the risk that the operations of Endocare, Inc. will not be successfully integrated; the risk that the Company’s expected cost savings and other synergies from the acquisition of Endocare may not be fully realized, realized at all or take longer to realize than anticipated; the Company’s inability to establish or maintain relationships with physicians and hospitals; the impact of healthcare regulatory developments and changes; the inability of healthcare providers to obtain reimbursement for use of the Company’s current or future products or services; competition or technological change that impacts the market for the Company’s products; difficulty in managing the Company’s growth; and other factors described in the Company’s periodic reports filed with the SEC. In addition to the above cautionary statements, all forward-looking statements contained herein should be read in conjunction with the Company’s SEC filings, including the risk factors described therein, and other public announcements.

 

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

Exhibit

Number

     

Description

99.1      Press release dated January 6, 2010.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

       

HEALTHTRONICS, INC.
(Registrant)

Date: January 12, 20109       By:   /s/ Richard A. Rusk
         
            Name:
Title:		  

Richard A. Rusk

Chief Financial Officer and Vice President

EXHIBIT INDEX

 

Exhibit

Number

   

Description

10.1    Press release dated January 6, 2010.

 

 EX-99 2 f8katt1.htm f8katt

EXHIBIT 99.1


 
 

HealthTronics, Inc. Increases Endocare Guidance

AUSTIN, Texas, January 6, 2010 (GLOBE NEWSWIRE) -- HealthTronics, Inc. (Nasdaq:HTRN), a leading provider of urology services and products, today announced that it has updated its financial guidance with respect to the impact of the acquisition of Endocare. Prior guidance was a positive EBITDA contribution of $1.0 to $1.5 million in the fourth quarter of 2009 and an annualized EBITDA contribution of $6.0 to $7.0 million by the end of the first quarter of 2010, each excluding one-time charges. The updated guidance is as follows:


  
 • Positive EBITDA contribution from Endocare of approximately $2.75 to $3.25 million in the fourth quarter of 2009, excluding one-time transaction related expense comparable to that incurred in the third quarter.
  
 • Positive EBITDA contribution from Endocare of $11 to $13 million in 2010, with the large majority of transaction related expenses having been incurred in 2009.

James Whittenburg, President and Chief Executive Officer of HealthTronics, commented “We are very pleased with the performance of the Endocare acquisition to date. Our Endocare technology has benefited from HealthTronics’ broad platform and strong financial standing. Physicians globally have reacted positively to our continued commitment to the cryotherapy market. Furthermore, the faster-than-anticipated integration of the two companies and additional cost savings equip us to more aggressively pursue opportunities related to this remarkable technology.”

Mr. Whittenburg will be presenting at the upcoming Sidoti & Company Investor Conference on Monday, January 11, 2010 at 8:30 am EST at the Grand Hyatt New York. The presentation may also be downloaded from the company’s website, www.healthtronics.com, following the conference.

About HealthTronics, Inc.: HealthTronics is a premier urology company providing an exclusive suite of healthcare services and technology, including urologist partnership opportunities, surgical and capital equipment, maintenance services offerings, and anatomical pathology services. For more information, visit www.healthtronics.com.

HealthTronics’ use of Non GAAP Financial Measures:

This press release includes financial measures for net income (loss) from continuing operations that exclude certain charges and therefore have not been calculated in accordance with U.S. generally accepted accounting principles (GAAP). These non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding certain charges, these non-GAAP financial measures facilitate management’s internal comparisons to the Company’s historical operating results, to competitors’ operating results, and to estimates made by securities analysts. Management uses these non-GAAP financial measures internally to evaluate its performance. The Company believes these non-GAAP financial measures are useful to decision-making. In addition, the Company has historically reported similar non-GAAP financial measures to its investors and believes that the inclusion of comparative numbers provides consistency in its financial reporting. Investors are encouraged to review the reconciliation of the non-GAAP financial measures used in this press release to their most directly comparable GAAP financial measure as provided in this press release.


EBITDA: HealthTronics has presented EBITDA amounts, which are non-GAAP financial measures. In this press release, HealthTronics has reconciled such amounts to their most directly comparable financial measure calculated in accordance with GAAP, which is net income (loss) from continuing operations. HealthTronics believes that its presentations of EBITDA are useful supplemental measures of operating performance to its investors.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is a commonly used measure of performance which HealthTronics believes, when considered with measures calculated in accordance with GAAP, gives investors a more complete understanding of HealthTronics’ operating results before the impact of investing and financing transactions and income taxes. HealthTronics does not subtract minority interest expense when calculating EBITDA. HealthTronics believes these measures continue to be used by investors and creditors in their assessment of HealthTronics’ operational performance and the valuation of the company.

EBITDA is used in addition to and in conjunction with results presented in accordance with GAAP. EBITDA should not be considered as an alternative to net income, operating income, a liquidity measure, or any other operating performance measure prescribed by GAAP, nor should it be relied upon to the exclusion of GAAP financial measures. EBITDA reflects additional ways of viewing HealthTronics’ operations that HealthTronics believes, when viewed with its GAAP results and the reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting HealthTronics’ business than could be obtained absent this disclosure.


CONTACT:

HealthTronics, Inc.

Richard Rusk, Chief Financial Officer

(512) 314 4508

www.healthtronics.com


HealthTronics, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
Endocare Acquisiton
For the Periods Ended December 31, 2009 and 2010
(Unaudited)


(In thousands)
        EBITDA - Endocare Guidance Mid-Point of Range
Three Months Ended
December 31, 2009
 Year Ended
December 31, 2010
Income (loss) from continuing operations - Endocare     $ (500 ) $ 9,000  
 
Add Back (deduct):  
         Depreciation and amortization - Endocare    500    2,000  
         Restructuring costs - Endocare    3,000    1,000  
         EBITDA - Endocare   $ 3,000   $ 12,000  

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