-----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, Mi7KX+nUbX9p02p8qquO58j4Lq3gAl/qIboBP8WGXokCVb36lGh72swwpXTZPoeG j3gDVZbc/1dDHWJrtT5ZtQ== 0001157523-06-001769.txt : 20060221 0001157523-06-001769.hdr.sgml : 20060220 20060221080021 ACCESSION NUMBER: 0001157523-06-001769 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060221 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060221 DATE AS OF CHANGE: 20060221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATUS MEDICAL INC CENTRAL INDEX KEY: 0000878526 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 770154833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33001 FILM NUMBER: 06631048 BUSINESS ADDRESS: STREET 1: 1501 INDUSTRIAL ROAD CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: 6508020400 MAIL ADDRESS: STREET 1: 1501 INDUSTRIAL ROAD CITY: SAN CARLOS STATE: CA ZIP: 94070 8-K 1 a5084515.txt NATUS MEDICAL 8-K 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) February 21, 2006 Natus Medical Incorporated - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-33001 77-0154833 - ----------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1501 Industrial Road, San Carlos, California 94070 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650) 802-0400 ---------------------------- Not applicable - -------------------------------------------------------------------------------- (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 (see General Instruction A.2. below): [ ] 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 February 21, 2006, Natus Medical Incorporated (the "Company") is issuing a press release and holding a conference call regarding its financial results for the fourth quarter and year ended December 31, 2005 and other financial information. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. The information in this 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, except as shall be expressly set forth by specific reference in such a filing. ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press release of Natus Medical Incorporated dated February 21, 2006 describing the Company's results for the fourth quarter and year ended December 31, 2005 and other financial information. ================================================================================ 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. NATUS MEDICAL INCORPORATED Date: February 21, 2006 By: /s/ Steven J. Murphy ------------------------------- Steven J. Murphy Chief Financial Officer Index to Exhibits Exhibit No. Description ----------- ----------- 99.1 Press release of Natus Medical Incorporated dated February 21, 2006 describing the Company's results for the fourth quarter and year ended December 31, 2005 and other financial information. EX-99.1 2 a5084515ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Natus Medical Reports Record Annual and Fourth Quarter Revenue and Earnings for Fiscal 2005; Company Increases 2006 Guidance SAN CARLOS, Calif.--(BUSINESS WIRE)--Feb. 21, 2006--Natus Medical Incorporated (Nasdaq:BABY) today announced financial results for the three months and year ended December 31, 2005. Natus reported revenue of $12.6 million for the fourth quarter ended December 31, 2005, representing a 20% increase, or $2.1 million, from $10.5 million in the comparable quarter of the previous year. The Company reported net income of $2.5 million, or $0.13 per diluted share for the fourth quarter of 2005, compared with net income of $1.5 million or $0.08 per share, for the comparable period in 2004. The Company reported record revenue of $43.0 million for the year ended December 31, 2005, an increase of 18%, from $36.5 million for the year ended December 31, 2004. The Company reported net income of $6.2 million, or $0.33 per share for the full-year 2005, compared with a net loss of $2.4 million, or loss of $(0.14) per share, for the year ended December 31, 2004. Gross profit for the three months ended December 31, 2005, was 63.1%, compared with 65.4% for the fourth quarter of 2004. For the three months ended December 31, 2005, total operating expenses increased by $589,000, or 11%, to $5.9 million, compared with $5.3 million for the fourth quarter of 2004. As of December 31, 2005, the Company reported cash, cash equivalents, and short-term investments of $52.3 million, representing an increase of $16.5 million from the corresponding amount at December 31, 2004. Approximately $7.1 million of the increase in cash was related to a private placement of the Company's stock in October 2005. Additionally, the Company reported stockholders' equity of $68.9 million and working capital of $57.3 million as of December 31, 2005. In January 2006, the Company completed its acquisition of Bio-logic Systems Corp. in an all-cash transaction valued at $68.8 million. Following this acquisition the Company's cash reserves are significantly reduced and its working capital has been reduced to approximately $10 million. "I am extremely pleased with our results for the fourth quarter and full-year 2005," said Jim Hawkins, President and Chief Executive Officer of Natus Medical. "In particular, our 20% revenue growth in the fourth quarter 2005 was driven by strong device sales here in the United States as well as increased international penetration. I believed Natus is well positioned for continued growth in both revenue and earnings in 2006." "We remain very excited about our recent acquisition of Bio-logic Systems. We have made great progress in the integration of Bio-logic, including the successful combining of our two sales and marketing organizations. We are also making significant operational changes to the organization that will make their operations more efficient," added Hawkins. "We remain very confident that the acquisition of Bio-logic will be accretive to our earnings in 2006 and beyond." Financial Guidance The Company updated financial guidance for 2006. For 2006, the Company expects to report diluted earnings per share of $0.49 to $0.51 on revenue of $78 to $80 million. Natus had previously said it expected to earn $0.48 to $0.50 per diluted share in 2006 on the same revenue range. These expected results include the impact of the January 5, 2006 acquisition of Bio-logic Systems Corp. The Company also provided guidance for the first and second quarters of 2006. For the first quarter of 2006, the Company expects to report diluted earnings per share of $0.07 to $0.08, on revenue of $18.1 to $18.3 million. This compares to diluted earnings per share of $0.05 and revenue of $9.7 million reported in the first quarter of 2005. For the second quarter 2006, the Company expects to report diluted earnings per share of $0.10 to $0.11, on revenue of $19.0 to $19.3 million. This compares to diluted earnings per share of $0.07 and revenue of $10.2 million reported for the second quarter of 2005. The estimates of earnings per share do not include any one-time charges associated with the acquisition of Bio-logic Systems or the impact of expensing employee stock options. The Company is continuing to evaluate the impact of expensing employee stock options, which it will be required to do in 2006 under Financial Accounting Standards Board Statement ("SFAS") No. 123R, "Share-Based Payment." Conference Call Natus has scheduled an investor conference call to discuss this announcement beginning at 11:00 a.m. Eastern Time today. Individuals interested in listening to the conference call may do so by dialing (866) 700-7101 for domestic callers, or (617) 213-8837 for international callers, and entering reservation code 78972953. A telephone replay will be available for 48 hours following the conclusion of the call by dialing (888) 286-8010 for domestic callers, or (617) 801-6888 for international callers, and entering reservation code 28002366. The domestic call-in number above is an update of the number included in the Company's press release issued on February 8, 2006 announcing the conference call. The conference call also will be available real-time via the Internet at http://investor.natus.com, and a recording of the call will be available on the Company's Web site for 90 days following the completion of the call. About Natus Medical Natus is a leading provider of healthcare products used for screening, detection, treatment, monitoring and tracking of common medical ailments such as hearing impairment, neurological dysfunction, epilepsy, sleep disorders, newborn jaundice and newborn metabolic testing. Additional information about Natus Medical can be found at www.natus.com. This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, particularly statements regarding the expectations, beliefs, plans, intentions and strategies of Natus. These forward-looking statements include, but are not limited to, statements regarding anticipated revenue and profitability for the full-year 2006 as well as for the first and second quarters of 2006, and increased earnings resulting from the acquisition of Bio-logic Systems. These statements relate to future events or Natus' future financial performance or results, and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements are only predictions and the actual events or results may differ materially. Natus cannot provide any assurance that its future results or the results implied by the forward-looking statements will meet expectations. Our future results could differ materially due to a number of factors, including the effects of competition, the demand for our products and services, our ability to expand our sales in international markets, our ability to maintain current sales levels in a mature domestic market, our ability to control costs, and risks associated with bringing new products to market and integrating acquired businesses. Natus disclaims any obligation to update information contained in any forward-looking statement. More information about potential risk factors that could affect the business and financial results of Natus is included in Natus' annual report on Form 10-K for the year ended December 31, 2005, and its quarterly reports on Form 10-Q, and in other reports filed from time to time by Natus with the U.S. Securities and Exchange Commission. NATUS MEDICAL INCORPORATED AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts) December 31, December 31, 2005 2004 ASSETS Current assets: Cash and equivalents $ 40,096 $ 16,239 Short-term investments 12,163 $ 19,504 Accounts receivable, net of allowance for doubtful accounts of $173 in 2005 and $472 in 2004 8,460 6,640 Inventories 3,482 4,347 Prepaid expenses and other current assets 1,041 625 Total current assets 65,242 47,355 Property and equipment, net 2,116 2,503 Goodwill, intangibles, and other assets 9,558 9,399 Total assets $ 76,916 $ 59,257 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Accounts payable $ 1,289 $ 1,947 Accrued liabilities 6,359 4,303 Deferred revenues 326 279 Total liabilities 7,974 6,529 Commitments and contingencies Stockholders' equity: Common stock, $0.001 par value, 120,000,000 shares authorized; shares issued and outstanding: 17,802,053 in 2005 and 17,140,339 in 2004 99,533 89,373 Accumulated deficit (30,699) (36,902) Accumulated other comprehensive income 108 257 Total stockholders' equity 68,942 52,728 Total liabilities and stockholders' equity $ 76,916 $ 59,257 NATUS MEDICAL INCORPORATED AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Three Months Ended Twelve Months Ended December December December December 2005 2004 2005 2004 Revenue $ 12,624 $ 10,526 $ 43,045 $ 36,506 Cost of revenue 4,657 3,645 16,092 15,015 Gross profit 7,967 6,881 26,953 21,491 Operating expenses: Marketing and selling 3,040 2,906 11,396 11,305 Research and development 1,086 1,024 4,318 3,672 General and administrative 1,735 1,422 5,806 6,626 Restructuring cost - - - 776 Acquired IPR&D - (80) - 470 Total operating expenses 5,861 5,272 21,520 22,849 Income (loss) from operations 2,106 1,609 5,433 (1,358) Other income/(expense): Interest income 439 130 1,189 454 Interest expense - - - (3) Other income, net 2 - 39 (141) Total other income/ (expense) 441 130 1,228 310 Income (loss) before provision for income tax 2,547 1,739 6,661 (1,048) Provision for income tax 83 231 509 297 Income (loss) from continuing operations 2,464 1,508 6,152 (1,345) Discontinued operations - 10 - (1,062) Net income (loss) $ 2,464 $ 1,518 $ 6,152 $ (2,407) Earnings (loss) per share: Basic: Continuing operations $ 0.14 $ 0.09 $ 0.35 $ (0.08) Discontinued operations $ - $ 0.00 $ - $ (0.06) Net income (loss) $ 0.14 $ 0.09 $ 0.35 $ (0.14) Diluted: Continuing operations $ 0.13 $ 0.08 $ 0.33 $ (0.08) Discontinued operations $ - $ 0.00 $ - $ (0.06) Net income (loss) $ 0.13 $ 0.08 $ 0.33 $ (0.14) Weighted-average shares used to compute Basic earnings per share 18,036 17,093 17,429 16,837 Diluted earnings per share 19,331 18,218 18,693 16,837 CONTACT: Natus Medical Incorporated Steven J. Murphy, 650-802-0400 InvestorRelations@Natus.com -----END PRIVACY-ENHANCED MESSAGE-----