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): September
30, 2013
Natus Medical Incorporated
(Exact
name of registrant as specified in its charter)
000-33001
(Commission File Number)
Delaware | 77-0154833 | |
(State or other jurisdiction |
(I.R.S. Employer |
|
of Incorporation) |
Identification No.) |
1501 Industrial Road
San Carlos, CA 94070
(Address
of principal executive offices)
650-802-0400
(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 (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 October 24, 2013, Natus Medical Incorporated (the “Company”) is issuing a press release and holding a conference call regarding its financial results for the third quarter ended September 30, 2013 and other financial information. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 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 and Exhibits. |
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press release dated October 24, 2013 describing the Company’s results for its third quarter ended September 30, 2013 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 |
|||
(Registrant) |
|||
Dated: |
October 24, 2013 |
By: |
/s/ Jonathan A. Kennedy |
Senior Vice President and Chief Financial Officer |
Exhibit Index
Exhibit No. |
Description |
|
99.1 |
Press release dated October 24, 2013 describing the Company’s results for its third quarter ended September 30, 2013 and other financial information. |
Exhibit 99.1
Natus Medical Announces Record Third Quarter 2013 Financial Results
SAN CARLOS, Calif.--(BUSINESS WIRE)--October 24, 2013--Natus Medical Incorporated (NASDAQ: BABY) today announced financial results for the three months ended September 30, 2013.
For the third quarter ended September 30, 2013, the Company reported revenue of $85.4 million, up 5% from $81.0 million in the third quarter of the previous year. Net income was $6.3 million, or $0.20 per diluted share, compared with a net loss of $1.7 million, or $0.06 per share, in the third quarter of 2012.
For the nine months ended September 30, 2013, the Company reported revenue of $253.5 million, compared to $201.5 million in the comparable period of the previous year. Net income was $13.7 million, or $0.45 per diluted share, compared with a net loss of $1.1 million, or $0.04 per share, for the nine months ended September 30, 2012.
The Company reported non-GAAP earnings per share of $0.30 per diluted share for the third quarter 2013, up 88% from the $0.16 per diluted share reported for the third quarter of 2012, and $0.65 per diluted share for the nine months ended September 30, 2013, up 91% from the $0.34 per diluted share reported for the same period in the previous year.
The Company’s cash and cash equivalents increased $15.3 million to $44.2 million during the quarter and total debt was reduced by $2.5 million.
“I am very pleased to report our third quarter results. We exceeded our revenue and earnings guidance and improved our non-GAAP gross profit margin to 61%,” said Jim Hawkins, President and Chief Executive Officer of the Company. “This was driven by stronger than expected results from both our neurology and newborn care businesses. Both our domestic and international results exceeded our expectations and we saw noticeable improvements in the European market. We also ended the quarter with a higher order backlog.”
“Our third quarter non-GAAP operating margin of 15% is very satisfying and we now expect to reach our full-year 2013 non-GAAP operating profit margin goal of 12%. These results move us closer to our long-term non-GAAP operating profit margin goal of 13% to 17%,” Hawkins added. “We have made great progress in our operating results and cash generation while building market leading franchises in both Neurodiagnostics and Newborn Care.”
Financial Guidance
The Company increased revenue and earnings guidance for the fourth quarter and full year 2013.
For the fourth quarter 2013, the Company now expects revenue of $87 million to $90 million and non-GAAP earnings per share of $0.30 to $0.32. This compares to prior revenue guidance for the fourth quarter 2013 of $84 million to $88 million and non-GAAP earnings per share of $0.22 to $0.25.
For the full year 2013 the Company now expects revenue of $340 million to $343 million and non-GAAP earnings per share of $0.95 to $0.97. This compares to prior revenue guidance for the full year 2013 of $332 million to $338 million and non-GAAP earnings per share of $0.76 to $0.82.
Included in the Company’s 2012 third and fourth quarter revenues were one time shipments of proprietary product to CareFusion. Natus agreed to manufacture this product for CareFusion through a supply agreement that was part of the purchase of Nicolet. These one-time revenues totaled $3.4 million; $1.2 million in the third quarter and $2.2 million in the fourth quarter of 2012.
The Company's non-GAAP earnings guidance excludes amortization of acquisition related intangibles, acquisition related charges, restructuring charges, and their related tax effects.
The Company’s non-GAAP earnings guidance includes the impact of expensing employee share based compensation. All non-GAAP earnings per share amounts are on a diluted basis.
Use of Non-GAAP Financial Measures
The Company's non-GAAP results exclude amortization expense associated with certain acquisition-related intangibles, restructuring charges, and direct costs of acquisitions. A reconciliation between non-GAAP and GAAP financial measures is included on page 6 of this press release.
The Company believes that the presentation of results excluding these charges provides meaningful supplemental information to both management and investors that is indicative of the Company's core operating results. Therefore, the Company believes these non-GAAP financial measures facilitate comparison of operating results across reporting periods.
The Company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing the Company's performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management's internal comparisons to the Company's historical performance. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated.
Conference Call
Natus has scheduled an investment-community conference call to discuss this announcement beginning at 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time) today, October 24, 2013. Individuals interested in listening to the conference call may do so by dialing 1-877-280-4953 for domestic callers, or 1-857-244-7310 for international callers, and entering reservation code 96300493. A telephone replay will be available for 48 hours following the conclusion of the call by dialing 1-888-286-8010 for domestic callers, or 1-617-801-6888 for international callers, and entering reservation code 66408345.
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 Incorporated
Natus is a leading provider of healthcare products used for the screening, detection, treatment, monitoring and tracking of common medical ailments in newborn care, hearing impairment, neurological dysfunction, epilepsy, sleep disorders, and balance and mobility disorders.
Additional information about Natus Medical can be found at www.natus.com.
Forward-Looking Statements
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 statements regarding the benefit of cost improvement initiatives, the goal of driving non-GAAP operating margins to long-term goals of 13%-17%, revenue and non-GAAP profitability in the fourth quarter and full year 2013, the impact of amortization expense associated with acquisition-related intangible assets and any expected restructuring charges. These statements relate to current estimates and assumptions of our management as of the date of this press release, and 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, the impact of adverse global economic conditions on our target markets, 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, risks associated with bringing new products to market and integrating acquired businesses, and our ability to fulfill product orders on a timely basis. 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, 2012, 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 STATEMENTS OF OPERATIONS | ||||||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||
Quarter Ended | Year to Date | |||||||||||||||
Sept. 30, |
Sept. 30, |
Sept. 30, |
Sept. 30, |
|||||||||||||
Revenue | $ | 85,392 | $ | 81,019 | $ | 253,475 | $ | 201,459 | ||||||||
Cost of revenue | 34,058 | 36,456 | 104,518 | 89,237 | ||||||||||||
Gross profit | 51,334 | 44,563 | 148,957 | 112,222 | ||||||||||||
60.1 | % | 55.0 | % | 58.8 | % | 55.7 | % | |||||||||
Operating expenses: | ||||||||||||||||
Marketing and selling | 20,337 | 21,805 | 64,305 | 54,693 | ||||||||||||
Research and development | 7,536 | 8,513 | 24,337 | 21,844 | ||||||||||||
General and administrative | 14,323 | 18,811 | 40,160 | 39,206 | ||||||||||||
Total operating expenses | 42,195 | 49,129 | 128,802 | 115,743 | ||||||||||||
Income from operations | 9,138 | (4,566 | ) | 20,155 | (3,521 | ) | ||||||||||
Other income/(expense), net | (580 | ) | (218 | ) | (1,437 | ) | 259 | |||||||||
Income before tax | 8,558 | (4,784 | ) | 18,718 | (3,262 | ) | ||||||||||
Provision for income tax expense | 2,271 | (3,037 | ) | 4,969 | (2,128 | ) | ||||||||||
Net income | $ | 6,287 | $ | (1,747 | ) | $ | 13,749 | $ | (1,134 | ) | ||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.21 | $ | (0.06 | ) | $ | 0.46 | $ | (0.04 | ) | ||||||
Diluted | $ | 0.20 | $ | (0.06 | ) | $ | 0.45 | $ | (0.04 | ) | ||||||
Weighted-average shares: | ||||||||||||||||
Basic | 30,096 | 29,062 | 29,823 | 28,947 | ||||||||||||
Diluted | 30,791 | 29,822 | 30,576 | 29,584 | ||||||||||||
NATUS MEDICAL INCORPORATED AND SUBSIDIARIES | ||||||||||||||||
RECONCILIATION OF NON-GAAP ADJUSTMENTS (UNAUDITED) | ||||||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||
Quarter Ended | Year to Date | |||||||||||||||
Sept. 30, |
Sept. 30, |
Sept. 30, |
Sept. 30, |
|||||||||||||
GAAP based results: | ||||||||||||||||
Income before provision for income tax | $ | 8,558 | $ | (4,784 | ) | $ | 18,718 | $ | (3,262 | ) | ||||||
Non-GAAP adjustments: | ||||||||||||||||
Amortization of acquired intangibles: | ||||||||||||||||
Cost of revenue | 796 | 703 | 2,361 | 1,763 | ||||||||||||
Marketing and selling | 686 | 564 | 2,021 | 1,493 | ||||||||||||
Research and development | 341 | 338 | 967 | 1,013 | ||||||||||||
Restructuring charges (G&A) | 1,938 | 7,671 | 2,020 | 8,927 | ||||||||||||
Direct costs of acquisitions (G&A) | - | 786 | 1,774 | 2,778 | ||||||||||||
Accelerate ERP system depreciation (G&A) | - | - | - | 902 | ||||||||||||
Backlog FMV Adjustments (Marketing & Sales) | - | 720 | - | 720 | ||||||||||||
Inventory FMV adjustment (COGS) | - | 571 | - | 626 | ||||||||||||
Non-GAAP income before provision for income tax |
12,319 | 6,569 | 27,861 | 14,960 | ||||||||||||
Income tax expense, as adjusted | 3,231 | 1,928 | 7,932 | 4,768 | ||||||||||||
Non-GAAP net income | $ | 9,088 | $ | 4,641 | $ | 19,929 | $ | 10,192 | ||||||||
Non-GAAP earnings per share: | ||||||||||||||||
Basic | $ | 0.30 | $ | 0.16 | $ | 0.67 | $ | 0.35 | ||||||||
Diluted | $ | 0.30 | $ | 0.16 | $ | 0.65 | $ | 0.34 | ||||||||
Weighted-average shares used to compute |
||||||||||||||||
Basic non-GAAP earnings per share | 30,096 | 29,062 | 29,823 | 28,947 | ||||||||||||
Diluted non-GAAP earnings per share | 30,791 | 29,822 | 30,576 | 29,584 | ||||||||||||
GAAP Gross profit | 51,334 | 44,563 | 148,957 | 112,222 | ||||||||||||
Amortization of intangibles | 796 | 703 | 2,361 | 1,763 | ||||||||||||
Backlog FMV adjustment | - | 571 | - | 626 | ||||||||||||
Non-GAAP Gross Profit | 52,130 | 45,837 | 151,318 | 114,611 | ||||||||||||
Non-GAAP Gross Margin | 61.0 | % | 56.6 | % | 59.7 | % | 56.9 | % | ||||||||
GAAP Operating profit | 9,138 | (4,566 | ) | 20,155 | (3,521 | ) | ||||||||||
Amortization of intangibles | 1,823 | 1,605 | 5,349 | 4,269 | ||||||||||||
Restructuring and other charges | 1,938 | 9,748 | 3,794 | 13,953 | ||||||||||||
Non-GAAP Operating profit | 12,899 | 6,787 | 29,298 | 14,701 | ||||||||||||
Non-GAAP Operating margin | 15.1 | % | 8.4 | % | 11.6 | % | 7.3 | % | ||||||||
NATUS MEDICAL INCORPORATED AND SUBSIDIARIES |
||||||
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) | ||||||
September 30, |
June 30, | |||||
2013 | 2013 | |||||
ASSETS | Q3-13 | Q2-13 | ||||
Current assets: | ||||||
Cash and cash equivalents | $ | 44,192 | $ | 28,910 | ||
Accounts receivable, net | 84,803 | 87,557 | ||||
Inventories | 39,376 | 38,906 | ||||
Other Current Assets | 14,235 | 14,605 | ||||
Total current assets | 182,607 | 169,978 | ||||
Property and equipment, net | 24,425 | 25,842 | ||||
Goodwill and Intangible assets | 199,699 | 200,544 | ||||
Other assets | 9,037 | 8,445 | ||||
Total assets | $ | 415,767 | $ | 404,810 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
Current liabilities: | ||||||
Accounts payable | $ | 26,497 | $ | 25,811 | ||
Current debt | 10,562 | 10,182 | ||||
Accrued liabilities | 25,922 | 24,007 | ||||
Deferred revenue | 12,449 | 11,951 | ||||
Total current liabilities | 75,430 | 71,951 | ||||
Long-term liabilities: | ||||||
Long-term debt, net | 37,500 | 40,381 | ||||
Other long-term liabilities | 14,125 | 13,120 | ||||
Total liabilities | 127,055 | 125,452 | ||||
Total stockholders’ equity | 288,712 | 279,358 | ||||
Total liabilities and stockholders’ equity | $ | 415,767 | $ | 404,810 | ||
CONTACT:
Natus Medical Incorporated
Jonathan A. Kennedy,
650-802-0400
Sr. Vice President and Chief Financial Officer
InvestorRelations@Natus.com