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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 24, 2011
Date of report (Date of earliest event reported)
Date of report (Date of earliest event reported)
SurModics, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Minnesota | 0-23837 | 41-1356149 | ||
| (State of Incorporation) | (Commission File Number) |
(I.R.S. Employer Identification No.) |
| 9924 West 74th Street | ||
| Eden Prairie, Minnesota | 55344 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(952) 500-7000
(Registrant’s Telephone Number, Including Area Code)
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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| Item 2.02 and Item 7.01. Results of Operations and Financial Condition. | ||||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EX-99.1 | ||||||||
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Item 2.02 and Item 7.01. Results of Operations and Financial Condition.
On May 24, 2011, as part of a presentation at an analyst meeting, certain members of
management of SurModics, Inc. (the “Company”) presented the information in the attached
slide attached hereto as Exhibit 99.1. The Company plans to present the information at various
upcoming investor and analyst meetings. Exhibit 99.1 shows historical results for each of the
Company’s operating segments beginning with the Company’s fiscal year 2009. Exhibit 99.1 contains
non-GAAP financial measures. Pursuant to the requirements of Regulation G, the Company has
provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP
financial measures. A complete copy of the presentation will be made available in the investor
section of the Company’s website at www.surmodics.com.
The information in this Report, including the Exhibit 99.1 attached hereto, is furnished
pursuant to Item 2.02 and Item 7.01 of this Form 8-K. Consequently, it is not deemed “filed” for
the purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the
liabilities of that section. It may only be incorporated by reference in another filing under the
Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form
8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
99.1
|
Slide from May 24, 2011 Investor Presentation. |
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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.
| SURMODICS, INC. |
||||
| Date: May 24, 2011 | /s/ Bryan K. Phillips | |||
| Bryan K. Phillips | ||||
| Sr. Vice President, General Counsel and Secretary | ||||
Exhibit 99.1
| 2011 SurModics, Inc. 32 Historical Segment Results SurModics Consolidated Revenue and Operating Income (Loss) By Segment (in thousands) 2009 2010 2011 1ST QTR 2nd QTR 3rd QTR 4th QTR 1ST QTR 2nd QTR 3rd QTR 4th QTR 1ST QTR 2ND QTR Revenue Medical Device 10,457 9,783 10,524 10,794 11,514 10,187 11,683 9,827 9,808 9,977 In Vitro Diagnostics 2,212 3,096 2,853 3,385 2,286 2,820 3,213 2,875 2,687 3,356 Pharmaceuticals 4,712 5,213 4,809 3,778 3,581 5,353 3,712 2,847 2,673 4,161 Total non-GAAP revenue 17,381 18,092 18,186 17,957 17,381 18,360 18,608 15,549 15,168 17,494 Excluded items Merck and Abbott royalties 45,835 2,833 1,250 Total GAAP revenue 63,216 20,925 18,186 19,207 17,381 18,360 18,608 15,549 15,168 17,494 Non-GAAP operating income (loss) Medical Device 4,112 3,936 5,164 4,273 5,543 4,419 5,837 4,081 5,684 4,685 In Vitro Diagnostics (184) 1,085 875 1,374 594 766 1,212 732 719 1,178 Pharmaceuticals (379) (81) (4) (1,584) (1,967) (1,281) (3,048) (4,483) (3,407) (2,260) Corporate (1,719) (1,573) (1,374) (1,375) (1,402) (1,476) (1,590) (1,622) (1,730) (1,561) Total non-GAAP operating income (loss) by segment 1,830 3,367 4,661 2,688 2,768 2,428 2,411 (1,292) 1,266 2,042 Excluded items: Merck - Medical Device 43,778 1,209 Abbott royalties - In Vitro Diagnostics 2,057 1,624 1,250 Restructuring and asset impairment charges - Corporate (1,798) 35 (1,306) (375) (2,631) (1,236) Goodwill and other charges - Pharmaceuticals (3,200) (2,074) 184 (13,810) (5,650) Asset impairment charges - Medical Device (356) Total GAAP operating income (loss) 42,667 6,200 4,661 3,973 2,768 (952) 2,220 (18,089) (5,620) 2,042 GAAP operating income (loss) by segment Medical Device 47,890 5,145 5,164 4,273 5,543 4,419 5,837 3,725 5,684 4,685 In Vitro Diagnostics 1,873 2 ,709 875 2,624 594 766 1,212 732 719 1,178 Pharmaceuticals (3,579) (81) (4) (1,584) (1,967) (3,355) (2,864) (18,293) (9,057) (2,260) Corporate (3,517) (1,573) (1,374) (1,340) (1,402) (2,782) (1,965) (4,253) (2,966) (1,561) Total GAAP operating income (loss) by segment 42,667 6,200 4,661 3,973 2,768 (952) 2,220 (18,089) (5,620) 2,042 |