-----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, MyKUDK4yGkhUboEt03IW06NTDjV0m5Qbu6VRYuLw1k0WUix0te5d5DoThEZ4gGBi Mj4VxPo38cC9mAdPOrvKYg== 0001157523-07-000734.txt : 20070130 0001157523-07-000734.hdr.sgml : 20070130 20070130072022 ACCESSION NUMBER: 0001157523-07-000734 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070130 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20070130 DATE AS OF CHANGE: 20070130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERAGENICS CORP CENTRAL INDEX KEY: 0000795551 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 581528626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14339 FILM NUMBER: 07562958 BUSINESS ADDRESS: STREET 1: 5203 BRISTOL INDUSTRIAL WAY CITY: BUFORD STATE: GA ZIP: 30518 BUSINESS PHONE: 7702710233 MAIL ADDRESS: STREET 1: 5203 BRISTOL INDUSTRIAL WAY CITY: BUFORD STATE: GA ZIP: 30518 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR MEDICINE INC DATE OF NAME CHANGE: 19860902 8-K 1 a5321074.txt THERAGENICS CORP. 8K 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: January 30, 2007 THERAGENICS CORPORATION(R) (Exact name of registrant as specified in charter) Delaware 000-15443 58-1528626 (State of incorporation) (Commission File Number) (IRS Employer Identification No.) 5203 Bristol Industrial Way Buford, Georgia 30518 (Address of principal executive offices / Zip Code) (770) 271-0233 (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 30, 2007, Theragenics Corporation (the "Company") issued a press release regarding its consolidated financial results for the quarter and year ended December 31, 2006. The Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. 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 thereunto duly authorized. Theragenics Corporation (Registrant) Dated: January 30, 2007 By: /s/ M. Christine Jacobs --------------------------- M. Christine Jacobs Chief Executive Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated January 30, 2007 of Theragenics Corporation. EX-99.1 2 a5321074ex991.txt EXHIBIT 99.1 Exhibit 99.1 Theragenics(R) Reports Revenue & Earnings for Fourth Quarter and Year-End 2006 Company Reports Best Revenue Year and Quarter Ever, and Fourth Consecutive Quarter of Profitability Post Restructuring BUFORD, Ga.--(BUSINESS WIRE)--Jan. 30, 2007--Theragenics Corporation(R) (NYSE: TGX), a medical device company serving the cancer treatment and surgical products markets, today announced consolidated financial results for the fourth quarter and year ended December 31, 2006. Consolidated revenue for the quarter was $14.8 million, an increase of $3.4 million, or 30% over the fourth quarter of 2005. For the 12-month period, consolidated revenue was $54.1 million, an increase of $9.8 million, or 22%, compared to the prior year. Net income for the quarter was $3.7 million or $0.11 per share, compared to a net loss of $(236,000), or $(0.01) per share in the fourth quarter of 2005. For the year, net income was $6.6 million, or $0.20 per share, compared to a net loss of $(29.0) million, or $(0.93) per share, in the comparable 2005 period. Net income for the 2006 periods include the release of a deferred tax asset valuation allowance, resulting in an increase to net income of $1.8 million, or $0.06 per share in the fourth quarter and $3.3 million, or $0.10 per share, for the full year. The 2005 and 2006 periods also include pre-tax restructuring charges of $33.4 million and $369,000 respectively. The Company's results include the results of operations of its subsidiaries subsequent to the dates of each respective acquisition. Theragenics acquired CP Medical Corp. on May 6, 2005 and Galt Medical Corp. on August 2, 2006. "In many ways we have just completed our best year," stated M. Christine Jacobs, Chief Executive Officer and President. "2006 was our highest annual revenue ever, and the fourth quarter was our highest quarterly revenue ever. CP Medical and Galt, which make up our surgical products business, contributed 46% of our revenue in the fourth quarter. As recently as the first quarter of 2005, 100% of our revenue came from our brachytherapy business. We are accomplishing our diversification goals as we are now more diversified than at any time in our twenty-five year history." Ms. Jacobs continued, "Our efforts to work with Congress in protecting access to brachytherapy were recognized in December 2006 when the Tax Reform and Health Care Act of 2006 became law. This law provides important safeguards to protect the immediate and long-term reimbursement for seeds. Adding to these accomplishments, we delivered four consecutive profitable quarters in 2006, something we haven't done since 2002. We are thrilled with our results this year, and intend to continue building on our momentum. We are committed to investing for growth at CP Medical and Galt, maintaining our leadership in brachytherapy, and continuing to search for acquisition candidates that can leverage our surgical products businesses. Our balance sheet remains strong and capable of supporting our strategy." A comparison of non-GAAP revenue and operating income by segment, excluding non-recurring items, is summarized in Table III to this press release. Table IV includes a reconciliation of GAAP net earnings to earnings before interest, taxes, depreciation and amortization (EBITDA). Theragenics will host a conference call today at 11:00 a.m. Eastern Time. To access the call, dial 800-538-9844 or 706-634-7274 and provide the conference ID code 6306801. This call is also being broadcast live over the Internet, and a recording will be available for one month on the Company's website. To access the webcast, log on to www.theragenics.com and select Investor Relations followed by selecting company presentations. You also can access a phone replay of the call until Midnight, February 6, 2007, by dialing 800-642-1687 or 706-645-9291 and providing the conference ID code: 6306801. Theragenics Corporation(R)(NYSE: TGX) operates two business segments: its brachytherapy seed business and its surgical products business. The brachytherapy business manufactures and markets its premiere product, the palladium-103 TheraSeed(R) device and I-Seed, an iodine-125 based device, which are used primarily in the minimally invasive treatment of localized prostate cancer. Its surgical products business manufactures and distributes wound closure, needles, and other surgical products used in the urology, veterinary, orthopedic and other markets, and disposable medical devices used for vascular access. For additional information, call Theragenics' Investor Relations Department at (800) 998-8479 or visit www.theragenics.com. This press release contains non-GAAP financial measures used by Management in its analysis of the Company's operating performance. Management believes presentation of financial measures excluding the impact of certain identified items provides supplemental information that is helpful to an understanding of the operating results of the Company's businesses and period-to-period comparisons of performance. Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the Company's reported GAAP results. This release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, the accuracy of which is necessarily subject to risks and uncertainties, including, without limitation, statements regarding the contribution of Galt Medical Corp. and CP Medical to Theragenics' sales, impact on net income, future growth, and anticipated positive results in general. Actual results may differ materially due to a variety of factors, including, among other things, uncertainties related to the integration of Galt and CP Medical into the Theragenics organization, capitalization on opportunities for growth within the Galt and CP Medical business plans, ability to recognize value from areas of shared expertise, risks and uncertainties related to competition within the medical device industry, development and growth of new applications within the markets for vascular access, wound closure, brachytherapy and more broadly, medical devices, competition from other companies within the vascular access, wound closure and medical device markets, competition from other methods of treatment, new product development cycles, integration risks, effectiveness and execution of marketing and sales programs by Theragenics and its distributors, changes in product pricing by Theragenics or other brachytherapy seed producers, changes in costs of materials used in production processes (especially as it relates to isotope production), continued acceptance of the products by the market, continued demand for palladium-103, introduction and/or availability of competitive products by others, potential changes in third-party (including CMS) reimbursement, physician training, third-party distribution agreements, ability to execute on acquisition opportunities on favorable terms and successfully integrate any acquisitions, and other factors set forth from time to time in the Company's Securities and Exchange Commission filings. All forward looking statements and cautionary statements included in this document are made as of the date hereby based on information available to the Company as of the date hereof, and the Company assumes no obligation to update any forward looking statement or cautionary statement. TABLE I THERAGENICS AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands except per share data) Three Months Ended Year Ended 12/31/06 12/31/05 12/31/06 12/31/05 ---------------------------------------- Product sales $14,630 $11,216 $53,076 $43,693 License fees 162 141 1,020 577 ---------------------------------------- Total revenue 14,792 11,357 54,096 44,270 Cost of sales 7,954 5,891 27,752 23,763 ---------------------------------------- Gross profit 6,838 5,466 26,344 20,507 Operating expenses: Selling, general & administrative 4,674 5,137 19,951 19,652 Amortization of purchased intangibles 525 187 1,371 500 Research & development 181 258 805 3,632 Restructuring expenses - 475 369 33,390 Gain on sale of assets - - (201) - ---------------------------------------- 5,380 6,057 22,295 57,174 ---------------------------------------- Operating income/(loss) 1,458 (591) 4,049 (36,667) Other income, net 180 355 1,104 1,267 ---------------------------------------- Income/(Loss) before income tax 1,638 (236) 5,153 (35,400) ---------------------------------------- Income tax benefit (2,052) - (1,402) (6,394) ---------------------------------------- Net earnings/(loss) $3,690 $(236) $6,555 $(29,006) ======================================== Net income/(loss) per common share, Basic $0.11 $(0.01) $0.20 $(0.93) ======================================== Net income/(loss) per common share, Diluted $0.11 $(0.01) $0.20 $(0.93) ======================================== Weighted average shares Basic 33,041 32,027 32,452 31,273 Diluted 33,125 32,027 32,540 31,273 TABLE II THERAGENICS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands) Assets Dec. 31, 2006 Dec. 31, 2005 ---------------------------------- Cash, short-term investments & marketable securities $32,980 $45,608 Trade accounts receivable 7,556 7,622 Inventories 7,433 5,042 Deferred income tax asset 7,798 - Assets held for sale 3,400 3,433 Prepaid expenses and other current assets 3,478 2,720 ---------------------------------- Total current assets 62,645 64,425 Property, plant & equipment, net 30,901 32,766 Goodwill 38,824 18,370 Other intangible assets 13,762 6,388 Other long-term assets 112 115 ---------------------------------- Total assets $146,244 $122,064 ================================== Liabilities & Shareholders' Equity Accounts payable & accrued expenses $4,381 $4,172 Contract termination liability 1,513 1,537 Long term debt 7,500 - Deferred income tax liability, long-term 6,458 - Other long-term liabilities 561 672 ---------------------------------- Total liabilities 20,413 6,381 Shareholders' equity 125,831 115,683 ---------------------------------- Total liabilities & shareholders' equity $146,244 $122,064 ================================== TABLE III THERAGENICS CORPORATION AND SUBSIDIARIES RECONCILIATION OF NON GAAP FINANCIAL MEASURES REVENUE BY SEGMENT EXCLUDING NON-RECURRING LICENSE FEES (in thousands) Quarter Ended 12/31/06 Quarter Ended 12/31/05 -------------------------- -------------------------- Consol- Brachy- Surgical Consol- Brachy- Surgical idated therapy products idated therapy products -------- ------- --------- -------- ------- --------- Revenue, U.S. GAAP $14,792 $8,014 $6,778 $11,357 $8,483 $2,874 Less: non- recurring license fee - - - - - - -------- ------- --------- -------- ------- --------- Revenue before non-recurring license fee $14,792 $8,014 $6,778 $11,357 $8,483 $2,874 ======== ======= ========= ======== ======= ========= Year Ended 12/31/06 Year Ended 12/31/05 --------------------------- --------------------------- Consol- Brachy- Surgical Consol- Brachy- Surgical idated therapy products idated therapy products -------- -------- --------- -------- -------- --------- Revenue, U.S. GAAP $54,096 $34,880 $19,216 $44,270 $36,372 $7,898 Less: non- recurring license fee (400) (400) - - - - -------- -------- --------- -------- -------- --------- Revenue before non-recurring license fee $53,696 $34,480 $19,216 $44,270 $36,372 $7,898 ======== ======== ========= ======== ======== ========= TABLE III - CONTINUED THERAGENICS CORPORATION AND SUBSIDIARIES RECONCILIATION OF NON GAAP FINANCIAL MEASURES OPERATING INCOME BY SEGMENT EXCLUDING SPECIAL ITEMS (in thousands) Quarter Ended 12/31/06 Quarter Ended 12/31/05 ------------------------- ------------------------- Consol- Brachy- Surgical Consol- Brachy- Surgical idated therapy products idated therapy products ------- ------- --------- ------- ------- --------- Operating income (loss), U.S. GAAP $1,458 $475 $983 $(591) $(914) $323 Special items: Restructuring related items, net - - - 475 475 - Severance costs not related to restructuring - - - - - - ------- ------- --------- ------- ------- --------- Operating income (loss) excluding special items $1,458 $475 $983 $(116) $(439) $323 ======= ======= ========= ======= ======= ========= Year Ended 12/31/06 Year Ended 12/31/05 ------------------------- ----------------------------- Consol- Brachy- Surgical Consol- Brachy- Surgical idated therapy products idated therapy products ------- ------- --------- --------- --------- --------- Operating income (loss), U.S. GAAP $4,049 $2,122 $1,927 $(36,667) $(38,097) $1,430 Special items: Non-recurring license fees (400) (400) - - - - Restructuring related items, net 170 170 - 33,390 33,390 - Severance costs not related to restructuring - - - 731 731 - ------- ------- --------- --------- --------- --------- Operating income (loss) excluding special items $3,819 $1,892 $1,927 $(2,546) $(3,976) $1,430 ======= ======= ========= ========= ========= ========= TABLE IV THERAGENICS CORPORATION AND SUBSIDIARIES RECONCILIATION OF NON GAAP FINANCIAL MEASURES EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA), EXCLUDING SPECIAL ITEMS (in thousands) Quarter Ended Year Ended ------------------- ------------------- 12/31/06 12/31/05 12/31/06 12/31/05 --------- --------- --------- --------- Net earnings (loss), U.S. GAAP $3,690 $(236) $6,555 $(29,006) Income tax benefit (2,052) - (1,402) (6,394) Other income, net (180) (355) (1,104) (1,267) --------- --------- --------- --------- Operating income (loss) 1,458 (591) 4,049 (36,667) Depreciation and amortization 1,867 1,331 6,029 6,818 Stock based compensation amortization 60 52 362 215 --------- --------- --------- --------- EBITDA 3,385 792 10,440 (29,634) Special items: Non-recurring license fee revenue - - (400) - Restructuring related items - 475 170 33,390 Severance costs not related to restructuring - - 731 --------- --------- --------- --------- EBITDA excluding special items $3,385 $1,267 $10,210 $4,487 ========= ========= ========= ========= CONTACT: Theragenics Corporation(R), Buford Company Contact: Frank Tarallo, 800-998-8479 or 770-271-0233 CFO & Treasurer or Lisa Rassel, 800-998-8479 or 770-271-0233 Manager of Investor Relations www.theragenics.com -----END PRIVACY-ENHANCED MESSAGE-----