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): November 3, 2011
IRIS INTERNATIONAL,
INC.
(Exact name of registrant as
specified in its charter)
Delaware | 1-11181 | 94-2579751 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
9158 Eton
Avenue Chatsworth, CA |
91311 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (818) 709-1244
(Former name or former address if changed since last report.) |
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:
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 Operation and Financial Condition.
On November 3, 2011, IRIS International, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2011. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company will host a conference call today at 4:30 p.m. Eastern time, 1:30 p.m. Pacific time. To participate, dial 1-877-870-9220 approximately 10 minutes before the conference call is scheduled to begin. Hold for the operator and reference the IRIS International conference call. International callers should dial 973-638-3437. The conference call may also be accessed by means of a live audio webcast on our website at http://proiris.com. The conference web cast will be archived and available for replay for 30 days from the date of the broadcast.
The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed 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.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit Number |
Description | |
99.1 | Press release dated November 3, 2011 issued by IRIS International, Inc. |
2
SIGNATURE
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.
IRIS INTERNATIONAL, INC. | |||
Date: November 3, 2011 | By: | /s/ César M. García | |
César M. García Chief Executive Officer |
3
EXHIBIT INDEX
Exhibit Number |
Description | |
99.1 | Press release dated November 3, 2011 issued by IRIS International, Inc. |
4
NEWS RELEASE |
| Record revenue of $28.1 million; 9% growth over Q3 2010 |
||
| Gross margin of 50% in Q3 2011; Excluding Arista, gross margin of 52% |
||
| Restructured Personalized Medicine Division by downsizing and consolidating
Arista Moleculars operations into Iris Molecular Diagnostics |
||
| GAAP net loss per share of ($0.24); Non-GAAP diluted EPS was $0.05 per share
excluding $7.6 million of one-time restructuring charges and write-downs of related
assets |
| Achieved revenue of $28.1 million for the third quarter ended September 30, 2011,
representing 9% growth over Q3 2010. |
| Increased Iris Diagnostics Division (IDD) sales by 10% to $24.7 million as compared to
$22.4 million in the prior year period. |
| Realized gross margin of 50% for the third quarter 2011 compared to 51% in the prior
year period. Excluding the impact from Arista in both periods, consolidated gross margin
was 52%. |
| Received 510(k) clearance from the FDA in September 2011 and CE Mark approval in October
2011 for its NADiA® ProsVue prognostic prostate cancer test. |
| NADiA ProsVue slope is indicated for use as a prognostic marker in
conjunction with clinical evaluation as an aid in identifying those patients at
reduced risk for recurrence of prostate cancer for the eight year period following
prostatectomy. A ProsVue slope of less than 2.0 pg/ml per month in the first year
following radical prostatectomy was highly associated with no evidence of disease
over the long term follow up. |
| NADiA ProsVue is expected to reduce unnecessary treatment of certain
post-prostatectomy men thus reducing the morbidity and costs associated with
adjuvant treatment such as radiation therapy. |
| Completed restructuring of its Personalized Medicine division by downsizing and
consolidating Arista Moleculars operations into Iris Molecular Diagnostics. Consolidation
enables significant cost reductions and enhanced profitability. |
| One-time restructuring expense of $1.8 million and write-downs of related
assets of $5.8 million taken in 3Q 2011. |
| Arista has retained all licenses and high-complexity CLIA laboratory
capabilities, as well as the necessary personnel to perform NADiA ProsVue during the
early stages of product introduction. Non-proprietary testing services have been
discontinued. |
| Reported net loss for Q3 2011 of $4.3 million, versus net income of $0.9 million in Q3
2010. Net loss per share was ($0.24) in Q3 2011 versus diluted EPS of $0.05 in Q3 2010.
Excluding charges related to the restructuring of Arista that are one time in nature,
non-GAAP net income for Q3 2011 was $935,000 and non-GAAP diluted EPS was $0.05 per share,
in spite of an approximate $0.7 million increase in R&D spending to fund new platforms. |
| Consolidated revenues of $28.1 million for Q3 2011 represented growth of 9% versus Q3
2010 consolidated revenues of $25.7 million. For the third quarter ended September 30,
2011, IDD sales increased 10% year over year to $24.7 million as compared to $22.4 million
in the prior year period, driven by strong growth in international instrument sales,
particularly in the Asia Pacific region. |
| IDD instrument sales of $7.1 million represented 5% growth over Q3 2010, driven
primarily by strong international sales in the quarter. IDD consumables and service revenue
of $17.5 million in Q3 2011 represented 13% growth over Q3 2010 and accounted for 62% of
sales in the quarter driven primarily by our larger domestic and international installed
base. |
| Revenue at the Iris Sample Processing Division increased 1% to $3.4 million for Q3 2011,
when compared with revenue of $3.3 million in Q3 2010. |
a) | Arista and IDD restructuring related costs For the three and nine month periods
ended September 30, 2011, we recorded restructuring related expenses of $1.8 million. |
b) | Arista impairment charge For the three and nine month periods ended September 30,
2011, we recorded an impairment charge of $5.8 million related to the Arista restructuring. |
September 30 | December 31, | |||||||
2011 | 2010 | |||||||
(unaudited) | ||||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 18,858 | $ | 25,531 | ||||
Accounts receivable, net |
23,264 | 20,733 | ||||||
Inventories |
13,252 | 10,310 | ||||||
Prepaid expenses and other current assets |
1,487 | 1,661 | ||||||
Investment in sales-type leases, current portion |
3,999 | 3,578 | ||||||
Deferred tax asset |
4,395 | 3,135 | ||||||
Total current assets |
65,255 | 64,948 | ||||||
Property and equipment, net |
13,871 | 12,035 | ||||||
Goodwill |
2,451 | 3,957 | ||||||
Intangible assets, net |
6,097 | 9,345 | ||||||
Software development costs, net |
2,407 | 2,637 | ||||||
Deferred tax asset |
2,495 | 2,615 | ||||||
Investment in sales-type leases, non-current portion |
11,268 | 10,002 | ||||||
Other assets |
1,262 | 1,070 | ||||||
Total assets |
$ | 105,106 | $ | 106,609 | ||||
Liabilities and Stockholders Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 5,764 | $ | 5,795 | ||||
Accrued expenses |
8,476 | 7,513 | ||||||
Deferred service contract revenue, current portion |
3,849 | 3,205 | ||||||
Total current liabilities |
18,089 | 16,513 | ||||||
Deferred service contract revenue, non-current portion |
47 | 71 | ||||||
Other long term liabilities |
55 | 1,374 | ||||||
Total liabilities |
18,191 | 17,958 | ||||||
Commitments and contingencies |
||||||||
Stockholders equity: |
||||||||
Common stock |
179 | 178 | ||||||
Preferred Stock |
| | ||||||
Additional paid-in capital |
92,354 | 89,703 | ||||||
Other comprehensive income |
(156 | ) | 140 | |||||
Accumulated deficit |
(5,462 | ) | (1,370 | ) | ||||
Total stockholders equity |
86,915 | 88,651 | ||||||
Total liabilities and stockholders equity |
$ | 105,106 | $ | 106,609 | ||||
For the three months | For the nine months | |||||||||||||||
ended September 30, | ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenues |
||||||||||||||||
IDD instruments |
$ | 7,147 | $ | 6,806 | $ | 22,772 | $ | 22,107 | ||||||||
IDD consumables and service |
17,545 | 15,558 | 51,577 | 45,274 | ||||||||||||
Sample processing instruments and supplies |
3,358 | 3,335 | 10,638 | 10,986 | ||||||||||||
Personalized medicine |
46 | 27 | 213 | 27 | ||||||||||||
Total revenues |
28,096 | 25,726 | 85,200 | 78,394 | ||||||||||||
Cost of Goods Sold |
||||||||||||||||
IDD instruments |
4,474 | 4,447 | 13,836 | 14,194 | ||||||||||||
IDD consumable and service |
7,492 | 6,425 | 22,060 | 18,168 | ||||||||||||
Sample processing instruments and supplies |
1,410 | 1,521 | 4,761 | 4,950 | ||||||||||||
Personalized medicine |
572 | 174 | 1,636 | 174 | ||||||||||||
Total cost of goods sold |
13,948 | 12,567 | 42,293 | 37,486 | ||||||||||||
Gross profit |
14,148 | 13,159 | 42,907 | 40,908 | ||||||||||||
Marketing and selling |
5,635 | 4,956 | 17,590 | 14,152 | ||||||||||||
General and administrative |
4,220 | 4,202 | 14,838 | 12,562 | ||||||||||||
Research and development, net |
4,275 | 3,605 | 12,414 | 11,138 | ||||||||||||
Impairment of assets |
5,829 | | 5,829 | | ||||||||||||
Restructuring expenses |
1,770 | | 1,770 | | ||||||||||||
Gain on revaluation of contingent consideration |
| | (1,225 | ) | | |||||||||||
Total operating expenses |
21,729 | 12,763 | 51,216 | 37,852 | ||||||||||||
Operating income (loss) |
(7,581 | ) | 396 | (8,309 | ) | 3,056 | ||||||||||
Other income (expense): |
||||||||||||||||
Interest income |
278 | 328 | 826 | 844 | ||||||||||||
Interest expense |
(2 | ) | (2 | ) | (8 | ) | (7 | ) | ||||||||
Other income (expense) |
(16 | ) | 856 | 397 | 183 | |||||||||||
Income before provision for income taxes |
(7,321 | ) | 1,578 | (7,094 | ) | 4,076 | ||||||||||
Provision for income taxes |
(3,051 | ) | 654 | (3,003 | ) | 1,486 | ||||||||||
Net income (loss) |
$ | (4,270 | ) | $ | 924 | $ | (4,091 | ) | $ | 2,590 | ||||||
Net income (loss) per share basic |
$ | (0.24 | ) | $ | 0.05 | $ | (0.23 | ) | $ | 0.14 | ||||||
Net income (loss) per share diluted |
$ | (0.24 | ) | $ | 0.05 | $ | (0.23 | ) | $ | 0.14 | ||||||
Weighted average shares outstanding basic |
17,845 | 17,978 | 17,793 | 17,947 | ||||||||||||
Weighted average shares outstanding diluted |
17,845 | 18,044 | 17,793 | 18,056 | ||||||||||||
For the nine months | ||||||||
ended September 30, | ||||||||
2011 | 2010 | |||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | (4,091 | ) | $ | 2,590 | |||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||
Loss on disposal of fixed assets |
21 | 5 | ||||||
Gain on foreign currency remeasurement |
(385 | ) | (105 | ) | ||||
Gain on revaluation of contingent consideration |
(1,225 | ) | | |||||
Deferred taxes |
(1,419 | ) | 48 | |||||
Tax benefit from stock option exercises |
(66 | ) | (48 | ) | ||||
Depreciation and amortization |
4,027 | 3,084 | ||||||
Stock based compensation |
3,103 | 3,193 | ||||||
Impairment of assets |
5,829 | | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
(2,515 | ) | (736 | ) | ||||
Inventories |
(2,902 | ) | (1,469 | ) | ||||
Prepaid expenses and other current assets |
(16 | ) | (725 | ) | ||||
Investment in sales-type leases |
(1,677 | ) | (1,963 | ) | ||||
Accounts payable |
60 | 280 | ||||||
Accrued expenses |
879 | 1,737 | ||||||
Deferred service contract revenue |
639 | 845 | ||||||
Other liabilities |
(97 | ) | | |||||
Net cash provided by operating activities |
165 | 6,736 | ||||||
Cash flows from investing activities: |
||||||||
Purchase of assets from European distributor |
| (660 | ) | |||||
Acquisition of business |
| (4,630 | ) | |||||
Refund on acquisition of business |
46 | | ||||||
Acquisition of property and equipment |
(6,361 | ) | (2,029 | ) | ||||
Software development costs capitalized |
(419 | ) | (554 | ) | ||||
Net cash used in investing activities |
(6,734 | ) | (7,873 | ) | ||||
Cash flows from financing activities: |
||||||||
Issuance of common stock for cash |
71 | 31 | ||||||
Settlement on restricted stock tax withholding |
(243 | ) | (239 | ) | ||||
Repurchase of common stock |
| (1,551 | ) | |||||
Tax benefit from stock option exercises |
66 | 48 | ||||||
Net cash used in financing activities |
(106 | ) | (1,711 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents |
2 | (295 | ) | |||||
Net decrease in cash and cash equivalents |
(6,673 | ) | (3,143 | ) | ||||
Cash and cash equivalents at beginning of period |
25,531 | 34,253 | ||||||
Cash and cash equivalents at end of period |
$ | 18,858 | $ | 31,110 | ||||
Supplemental schedule of non-cash financing activities: |
||||||||
During the nine months ended September 30, 2011, the
Company disposed of property and equipment with a
cost and accumulated
depreciation of $498 and $477, respectively. |
||||||||
Supplemental disclosure of cash flow information: |
||||||||
Cash paid for income taxes |
$ | 1,231 | $ | 2,066 | ||||
Cash paid for interest |
$ | 8 | $ | 7 |
For the three months | For the nine months | |||||||||||||||||||||||
ended September 30, 2011 | ended September 30, 2011 | |||||||||||||||||||||||
Pretax | After tax | Per diluted | Pretax | After tax | Per diluted | |||||||||||||||||||
amount | amount(1)(2) | share | amount | amount | share | |||||||||||||||||||
GAAP net loss & net loss per share |
$ | (7,321 | ) | $ | (4,270 | ) | $ | (0.24 | ) | $ | (7,094 | ) | $ | (4,091 | ) | $ | (0.23 | ) | ||||||
Reconciling items: |
||||||||||||||||||||||||
Restructuring expenses |
1,770 | 1,080 | 0.06 | 1,770 | 1,080 | 0.06 | ||||||||||||||||||
Impairment charge (excluding Goodwill) |
4,369 | 2,665 | 0.15 | 4,369 | 2,665 | 0.15 | ||||||||||||||||||
Goodwill impairment (1) |
1,460 | 1,460 | 0.08 | 1,460 | 1,460 | 0.08 | ||||||||||||||||||
Adjusted net income & diluted EPS (3) |
$ | 278 | $ | 935 | $ | 0.05 | $ | 505 | $ | 1,114 | $ | 0.06 | ||||||||||||
(1) | Goodwill is not tax affected |
|
(2) | Reconciling items taxed at statutory rate of 39% |
|
(3) | Amounts may not foot due to rounding. |
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