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): January
13, 2014
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 January 13, 2014, Natus Medical Incorporated (the “Company”) is issuing a press release regarding 2014 annual and first quarter financial guidance including fourth quarter and full year 2013 revenue estimates. 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 January 13, 2014 describing the Company’s 2014 annual and first quarter financial guidance 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: |
January 13, 2014 |
By: |
/s/ Jonathan A. Kennedy |
|
Senior Vice President and Chief Financial Officer |
|||
Exhibit Index
|
Exhibit No. |
Description |
|
| 99.1 |
Press release dated January 13, 2014 describing the Company’s 2014 annual and first quarter financial guidance and other financial information. |
Exhibit 99.1
Natus Medical Announces 2014 Annual and First Quarter Financial Guidance
SAN CARLOS, Calif.--(BUSINESS WIRE)--January 13, 2014--Natus Medical Incorporated (NASDAQ:BABY) today announced its financial guidance for the first quarter and full year 2014.
For the full year 2014, the Company expects to report revenue of $345 million to $350 million and non-GAAP earnings per share of $1.12 to $1.16. For the first quarter of 2014, the Company expects to report revenue of $82 million to $86 million and non-GAAP earnings per share of $0.21 to $0.24, an increase of 33% to 53% over the first quarter of 2013 non-GAAP earnings per share of $0.15.
The Company expects to report revenue of approximately $90.0 to $90.5 million for the fourth quarter of 2013. The Company’s guidance for the fourth quarter was $87 to $90 million.
As previously announced, the Company will release its 2013 fourth quarter financial results before the market opens on Wednesday, January 29, 2014.
The Company’s non-GAAP earnings per share guidance excludes charges for amortization expense associated with intangible assets from prior acquisitions, which the Company expects to be approximately $7.0 million and $1.7 million for the full year and first quarter 2014, respectively, and which the Company expects will reduce GAAP earnings per share by approximately $0.15 and $0.03 for the respective periods.
The Company’s non-GAAP guidance includes the impact of expensing employee equity compensation. All earnings per share amounts are on a diluted basis.
Use of Non-GAAP Financial Guidance
This release contains financial guidance that excludes amortization of acquisition related intangible assets, and restructuring and acquisition-related charges from completed and announced acquisitions. The Company believes that the presentation of financial guidance excluding these factors provides meaningful information to both management and investors that is indicative of the Company's core operating results. Therefore, the Company believes its non-GAAP financial guidance facilitates comparison of operating results across reporting periods.
About Natus Medical
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.
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 anticipated revenue and non-GAAP earnings per share for the first quarter and full year 2014, the impact of amortization expense associated with acquisition-related intangible assets. 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, 2011, and its subsequent 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.
Additional information about Natus Medical can be found at www.natus.com.
CONTACT:
Natus Medical Incorporated
Jonathan A. Kennedy,
650-802-0400
Sr. Vice President Finance and Chief Financial Officer
InvestorRelations@Natus.com