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: May
5, 2011
THERAGENICS
CORPORATION®
(Exact
name of registrant as specified in charter)
|
Delaware |
001-14339 |
58-1528626 |
|
(State of incorporation)
|
(Commission File Number)
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(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 May 5, 2011, Theragenics Corporation (the “Company”) issued a press release regarding its consolidated financial results for the first quarter ended March 31, 2011. 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.
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Theragenics Corporation |
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(Registrant) |
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Dated: May 5, 2011 |
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By: /s/ M. Christine Jacobs |
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M. Christine Jacobs |
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Chief Executive Officer |
EXHIBIT INDEX
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Exhibit No. |
Description |
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99.1 |
Press Release, dated May 5, 2011 of Theragenics Corporation. |
Exhibit 99.1
Theragenics Reports Revenue & Earnings for First Quarter 2011
BUFORD, Ga.--(BUSINESS WIRE)--May 5, 2011--Theragenics Corporation® (NYSE: TGX), a medical device company serving the surgical products and prostate cancer treatment markets, today announced consolidated financial results for the first quarter ended March 31, 2011.
Highlights
Segment Results
Surgical Products Segment
Revenue in our surgical products segment was $14.4 million in the first quarter of 2011, a decline of 1% compared to the first quarter of 2010. We incurred an operating loss of $191,000 in our surgical products segment for the first quarter of 2011, compared to an operating loss of $390,000 in the first quarter of 2010. First quarter of 2011 included expenses related to an unsolicited acquisition proposal of $183,000 allocated to the segment, and charges for accounts receivable due from Core Oncology totaling $37,000. First quarter of 2010 included pre-tax expenses totaling $351,000 associated with our legal action against the former owner of CP Medical settled in the fourth quarter of 2010.
”We believe the 1% decline in year-over-year revenue in our surgical products segment is reflective of the volatile ordering patterns of our larger customers in this segment but fundamental demand remains strong,” stated M. Christine Jacobs, Chairman and CEO.
Brachytherapy Seed Segment
Revenue in our brachytherapy segment was $6.0 million in the first quarter of 2011 compared to $5.9 million in 2010. Operating income was $1.1 million in the first quarter of 2011 and the first quarter of 2010. First quarter of 2011 included expenses of $76,000 allocated to the segment related to the unsolicited acquisition proposal and charges for accounts receivable due from Core Oncology totaling $215,000.
“This represents the third consecutive quarter of year-over-year revenue growth in our brachytherapy business,” said Ms. Jacobs. “We are pleased that we have maintained significant unit volume with Core, even after transitioning to selling on a prepaid basis. Our distribution agreement signed with Oncura in April is important on a number of levels. First and foremost because it pairs up the two leading and most recognized brands in brachytherapy treatment and reinforces what the future of brachytherapy will look like.”
Ms. Jacobs continued, “During the first quarter, we received an unsolicited acquisition proposal that grossly undervalued our business. This was a source of distraction for our management team. We look forward to redoubling our efforts of focusing on revenue growth and increasing profitability in our surgical products business, and increasing market share and sustaining cash flows in our brachytherapy business.”
Tables I and II to this press release contain condensed consolidated statements of operations and balance sheets. Segment information, including revenue and operating income (loss) by segment is summarized in Table III. Table IV includes a reconciliation of GAAP reported net earnings to net earnings before interest, taxes, depreciation, amortization and share-based compensation (Adjusted EBITDA). Table V includes a computation of EPS excluding special items.
Theragenics will host a conference call today at 11:00 a.m. Eastern Time. To access the call, dial 877-407-4019 or 201-689-8337. This call is also being broadcast live over the Internet, and a recording will be available for one month on our 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, May 12, 2011 by dialing 877-660-6853 or 201-612-7415, and entering the account # 372 and replay ID 371625.
Theragenics Corporation (NYSE: TGX) operates two business segments: its surgical products business and its brachytherapy seed business. The surgical products business (www.cpmedical.com, www.galtmedical.com, www.needletech.com) manufactures and distributes wound closure, vascular access, and specialty needle products. Wound closure products include sutures, needles and other surgical products. Vascular access includes introducers, guidewires and related products. Specialty needles include coaxial, biopsy, spinal and disposable veress needles, access trocars, and other needle-based products. The surgical products segment serves a number of markets and applications, including, among other areas, interventional cardiology, interventional radiology, vascular surgery, orthopedics, plastic surgery, dental surgery, urology, veterinary medicine, pain management, endoscopy, and spinal surgery. Theragenics’ brachytherapy business manufactures, markets and distributes “seeds” used primarily in the minimally invasive treatment of localized prostate cancer. The Company’s brachytherapy product line includes its palladium-103 TheraSeed® device (www.theraseed.com), and the iodine-125 based devices I-Seed and OncoSeed™, all of which are used primarily in the minimally invasive treatment of localized prostate cancer. The terms "Company", "we", "us", or "our" mean Theragenics Corporation and all entities included in our consolidated financial statements. For additional information, call our Investor Relations Department at (800) 998-8479 or visit www.theragenics.com.
This press release contains disclosure of earnings before interest, taxes, depreciation, amortization and share-based compensation (which we refer to as “Adjusted EBITDA”), and EPS excluding special items, which are non-GAAP financial measures. We believe these non-GAAP financial measures provide additional and meaningful assessments of our ongoing results and performance. Because we have historically reported what we currently refer to as Adjusted EBITDA, we also believe that the inclusion of this non-GAAP measure provides consistency in our financial reporting and facilitates investors' understanding of our historic operating trends by providing an additional basis for comparisons to prior periods. In addition to measures such as net income and operating income as calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), we utilize these non-GAAP financial measures 1) to establish financial and operational goals; 2) to monitor our actual performance in relation to our business plan and operating budgets; 3) to understand key trends; 4) to make operational decisions and allocate resources; and 5) as part of several components we consider in determining incentive compensation. We believe presentation of these non-GAAP financial measures provides supplemental information that is helpful to an understanding of the operating results of our businesses and period-to-period comparisons of performance. However, we recognize that the use of non-GAAP measures has limitations, including the fact that they may not be directly comparable with similar non-GAAP financial measures used by other companies. We compensate for these limitations by providing a reconciliation to the most directly comparable GAAP financial measure. All non-GAAP financial measures are intended to supplement the applicable GAAP disclosures and should not be considered in isolation from, or as substitute for, financial information prepared in accordance with GAAP. For a reconciliation of non-GAAP measures from GAAP reported amounts, please refer to Table IV and Table V to this press release.
This press 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, future growth, opportunities and investments, and anticipated positive results in general. From time to time we may make other forward-looking statements relating to other matters, including without limitation, research and development plans, investment in our surgical products business, investments in IT systems and expectations for new distributors. Actual results may differ materially due to a variety of factors, including, among other things, uncertainties related to the integration of acquired companies into our organization, the timing and the ability to capitalize on opportunities for investment and growth within our surgical products business, ability to recognize value from areas of shared expertise among our businesses, risks and uncertainties related to competition within the medical device industry, development and growth of new applications within our markets and, more broadly, medical devices, competition from other companies within our markets and from other methods of treatments, new product development cycles, effectiveness and execution of marketing and sales programs, changes in product pricing, changes in costs of materials used in production processes, changes in the ordering patterns of our customers, continued acceptance and demand for our products by the markets in which we operate, introduction and/or availability of competitive products by others, potential changes in third-party reimbursement, including Medicare reimbursement as administered by the Centers for Medicare and Medicaid Services (CMS), implementation of new legislation by CMS, physician training, third-party distribution agreements, ability to execute on acquisition opportunities on favorable terms and successfully integrate any acquisitions, potential changes in applicable tax rates, legislative changes to healthcare markets and industries such as the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act (including provisions such as the medical device tax), uncertainties related to the credit and investment markets and other factors set forth from time to time in our filings with the Securities and Exchange Commission.
All forward looking statements and cautionary statements included in this document are made as of the date hereof based on information available to us as of the date hereof, and we assume no obligation to update any forward looking statement or cautionary statement.
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TABLE I |
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THERAGENICS CORPORATION AND SUBSIDIARIES |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) |
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(In thousands except per share data) |
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| Quarter Ended March 31, | ||||||||||||
| 2011 | 2010 | |||||||||||
| Product sales | $ | 19,738 | $ | 19,972 | ||||||||
| Licensing and fee income | 515 | 346 | ||||||||||
| Total revenue | 20,253 | 20,318 | ||||||||||
| Cost of sales |
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12,286 | 12,471 | |||||||||
| Gross profit | 7,967 | 7,847 | ||||||||||
| Operating expenses: | ||||||||||||
| Selling, general & administrative | 5,847 | 5,904 | ||||||||||
| Amortization of purchased intangibles | 698 | 846 | ||||||||||
| Research & development | 535 | 440 | ||||||||||
| Loss on disposal of assets | 1 | - | ||||||||||
| 7,081 | 7,190 | |||||||||||
| Operating income | 886 | 657 | ||||||||||
| Non-operating items: | ||||||||||||
| Interest income | 40 | 30 | ||||||||||
| Interest expense | (177 | ) | (317 | ) | ||||||||
| Other | 1 | - | ||||||||||
| (136 | ) | (287 | ) | |||||||||
| Earnings before income taxes | 750 | 370 | ||||||||||
| Income tax expense | 292 | 226 | ||||||||||
| Net earnings | $ | 458 | $ | 144 | ||||||||
| Earnings per share: | ||||||||||||
| Basic | $ | 0.01 | $ | 0.00 | ||||||||
| Diluted | $ | 0.01 | $ | 0.00 | ||||||||
| Weighted average shares: | ||||||||||||
| Basic | 33,338 | 33,213 | ||||||||||
| Diluted | 33,645 | 33,362 | ||||||||||
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TABLE II |
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THERAGENICS CORPORATION AND SUBSIDIARIES |
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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) |
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(In thousands) |
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| Assets | March 31, 2011 | December 31, 2010 | ||||||||
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Cash, cash equivalents & marketable securities |
$ |
39,338 |
$ |
40,623 |
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| Trade accounts receivable | 10,540 | 9,567 | ||||||||
| Inventories, net | 13,731 | 13,116 | ||||||||
| Deferred income tax asset | 1,868 | 1,843 | ||||||||
| Prepaid expenses & other current assets | 902 | 917 | ||||||||
| Total current assets | 66,379 | 66,066 | ||||||||
| Property and equipment, net | 36,452 | 36,722 | ||||||||
| Intangible assets | 11,604 | 12,319 | ||||||||
| Other long-term assets | 86 | 80 | ||||||||
| Total assets | 114,521 | $ | 115,187 | |||||||
| Liabilities & Shareholders’ Equity | ||||||||||
| Accounts payable & accrued expenses | $ | 4,899 | $ | 5,627 | ||||||
| Income taxes payable | 469 | 8 | ||||||||
| Short-term borrowings | 3,333 | 3,333 | ||||||||
| Total current liabilities | 8,701 | 8,968 | ||||||||
| Long-term debt | 22,833 | 23,667 | ||||||||
| Deferred income tax liability | 1,056 | 1,213 | ||||||||
| Other long-term liabilities | 1,017 | 1,060 | ||||||||
| Total long-term liabilities | 24,906 | 25,940 | ||||||||
| Shareholders’ equity | 80,914 | 80,279 | ||||||||
| Total liabilities & shareholders’ equity | $ | 114,521 | $ | 115,187 | ||||||
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TABLE III |
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THERAGENICS CORPORATION AND SUBSIDIARIES |
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SEGMENT INFORMATION (UNAUDITED) |
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(In thousands) |
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| Quarter Ended March 31, | ||||||||||||
| 2011 | 2010 | |||||||||||
| REVENUE | ||||||||||||
| Surgical products | $ | 14,392 | $ | 14,570 | ||||||||
| Brachytherapy seed | 5,953 | 5,892 | ||||||||||
| 20,345 | 20,462 | |||||||||||
| Intersegment eliminations | (92 | ) | (144 | ) | ||||||||
| Consolidated | $ | 20,253 | $ | 20,318 | ||||||||
| Quarter Ended March 31, | ||||||||||||
| 2011 | 2010 | |||||||||||
| OPERATING INCOME (LOSS) | ||||||||||||
| Surgical products | $ | (191 | ) | $ | (390 | ) | ||||||
| Brachytherapy seed | 1,078 | 1,060 | ||||||||||
| 887 | 670 | |||||||||||
| Intersegment eliminations | (1 | ) | (13 | ) | ||||||||
| Consolidated | $ | 886 | $ | 657 | ||||||||
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TABLE IV |
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THERAGENICS CORPORATION AND SUBSIDIARIES |
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited) |
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(In thousands) |
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EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AMORTIZATION AND SHARE-BASED COMPENSATION (ADJUSTED EBITDA) |
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Quarter Ended |
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| 2011 | 2010 | ||||||||||||
| Net earnings, US GAAP | $ | 458 | $ | 144 | |||||||||
| Income tax expense | 292 | 226 | |||||||||||
| Interest income | (40 | ) | (30 | ) | |||||||||
| Interest expense | 177 | 317 | |||||||||||
| Other non-operating income/expense | (1 | ) | - | ||||||||||
| Operating income | 886 | 657 | |||||||||||
| Depreciation and amortization | 1,780 | 1,786 | |||||||||||
| Share-based compensation | 171 | 117 | |||||||||||
| Adjusted EBITDA (a) | $ | 2,837 | $ | 2,560 | |||||||||
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(a) Represents a non-GAAP financial measure. See page 3 of this press release for information on non-GAAP financial measures. We refer to earnings before interest, taxes, depreciation, amortization and share-based compensation as “Adjusted EBITDA.” |
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TABLE V |
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THERAGENICS CORPORATION AND SUBSIDIARIES |
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EPS EXCLUDING SPECIAL ITEMS (Unaudited) |
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(In thousands) |
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Quarter Ended
March 31, |
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| 2011 | 2010 | ||||||||||
| Net earnings, as reported under US GAAP | $ | 458 | $ | 144 | |||||||
| Income tax expense | 292 | 226 | |||||||||
| Earnings before income taxes | 750 | 370 | |||||||||
| Special Items: | |||||||||||
| Core receivables1 | 252 | - | |||||||||
| Acquisition proposal expenses2 | 259 | - | |||||||||
| Professional fees3 | - | 351 | |||||||||
| Earnings before income taxes | |||||||||||
| excluding special items | 1,261 | 721 | |||||||||
| Income tax expense | 470 | 355 | |||||||||
| Net earnings, excluding special items (a) | $ | 791 | $ | 366 | |||||||
| Earnings per share excluding special items: | |||||||||||
| Basic and diluted (a) | $ | 0.02 | $ | 0.01 | |||||||
| Weighted average shares: | |||||||||||
| Basic | 33,338 | 33,213 | |||||||||
| Diluted | 33,645 | 33,362 | |||||||||
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1 Charges for accounts receivable from Core Oncology for which we believe collection is doubtful. |
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2 Represents expenses associated with consideration of and response to unsolicited acquisition proposal. |
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3 Represents professional fees related to legal actions we initiated against the former owner of CP Medical. |
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(a) Represents a non-GAAP financial measure. See page 3 of this press release for information on non-GAAP financial measures. |
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CONTACT:
Theragenics Corporation
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