UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
May
2, 2018 |
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) |
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):
⃞ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company |
⃞ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
⃞ |
EXPLANATORY NOTE
On May 2, 2018, Surmodics, Inc. (the “Company”) filed a
Current Report on Form 8-K (the “Original 8-K”) with the
United States Securities and Exchange Commission disclosing the
Company’s results of operations for the quarter ended March 31, 2018.
This Amendment No. 1 on Form 8-K/A is being filed to correct a
typographical error that appeared in the press release (the “Press
Release”) furnished with the Original 8-K. Specifically, the fifth
bullet under the headline “Recent Highlights” of the Press Release
stated: “EPS of $0.11, Non-GAAP EPS of $0.15.” As corrected, the fifth
bullet is: “EPS of $0.11, Non-GAAP EPS of $0.07.” Except for correction
of this typographical error, this Amendment No. 1 does not update,
modify, or amend any disclosures set forth in the Original 8-K.
Item
2.02 Results of Operations and Financial Condition.
As noted above, on May 2, 2018, the Company filed the Original 8-K with the Press Release disclosing its results for the quarter ended March 31, 2018. The Company has corrected a typographical error that appeared in the Press Release. Specifically, the fifth bullet under the headline “Recent Highlights” of the Press Release stated: “EPS of $0.11, Non-GAAP EPS of $0.15.” As corrected, the fifth bullet is: “EPS of $0.11, Non-GAAP EPS of $0.07.” Except for correction of this typographical error, this Amendment No. 1 does not update, modify, or amend any disclosures set forth in the Original 8-K. A copy of the corrected Press Release is attached to this Amendment No. 1 as Exhibit 99.1.
The information contained in this Item 2.02, including Exhibit 99.1,
shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall they be deemed to
be incorporated by reference into any filing under the Securities Act of
1933, as amended, except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit |
|||
Number |
Description |
||
99.1 |
Press Release dated May 2, 2018. |
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 2, 2018 |
|
/s/ Andrew D. C. LaFrence |
Andrew D. C. LaFrence |
|||
Vice President Finance and Information Systems, and Chief |
EXHIBIT INDEX
Exhibit |
||
Number |
Description |
|
Exhibit 99.1
CORRECTING and REPLACING Surmodics Reports Second Quarter Fiscal 2018 Results, Increases Fiscal 2018 Guidance
EDEN PRAIRIE, Minn.--(BUSINESS WIRE)--May 2, 2018--The fifth bullet in the Recent Highlights section should read: EPS of $0.11, Non-GAAP EPS of $0.07 (instead of EPS of $0.11, Non-GAAP EPS of $0.15). The correct figure of $0.07 is represented in the Second Quarter Fiscal 2018 Financial Results section and throughout the financial tables.
The corrected release reads:
SURMODICS REPORTS SECOND QUARTER FISCAL 2018 RESULTS, INCREASES FISCAL 2018 GUIDANCE
Surmodics, Inc. (Nasdaq: SRDX), a leading provider of medical device and in vitro diagnostic technologies to the healthcare industry, today announced results for its fiscal 2018 second quarter, ended March 31, 2018, and raised financial outlook for fiscal 2018.
Recent Highlights
“We made important progress on each of our strategic objectives in the second quarter while delivering strong financial results. Our agreement with Abbott for exclusive worldwide commercialization rights of our SurVeil® drug-coated balloon marks a meaningful milestone for Surmodics, providing a long-term strategic partner and an opportunity for profitable growth,” said Gary Maharaj, President and CEO of Surmodics. “Further, as a result of our financial performance and the signing of the Abbott transaction, we have raised our revenue and earnings guidance for fiscal 2018.”
Second Quarter Fiscal 2018 Financial Results
Total revenue for
the second quarter of fiscal 2018 was $19.1 million, as compared with
$17.5 million in the prior-year period. Medical Device revenue was $14.1
million in the second quarter of fiscal 2018, as compared with $12.7
million in the year-ago period, an increase of 10.4%. In Vitro
Diagnostics revenue was $5.0 million for the second quarter of fiscal
2018 as compared with $4.8 million in the same prior-year quarter, an
increase of 4.8%.
Diluted GAAP earnings per share in the second quarter of fiscal 2018 was $0.11 as compared with $0.04 in the year-ago period. On a non-GAAP basis, in the second quarter of fiscal 2018, earnings per share was $0.07 as compared with $0.05 in the year-ago period. The increase in earnings in the current-quarter period reflects increased revenue, contingent consideration gains, and a favorable income tax benefit partially offset by previously announced increased investments in research and development to support the Company’s whole-product solutions strategy, including the SurVeil DCB and other proprietary products, as well as increased selling, general and administrative expenses.
As of March 31, 2018, cash and investments were $70.3 million, which includes $25.0 million from the recently announced Abbott transaction. Surmodics generated cash from operating activities of $27.4 million in the first six months of fiscal 2018. Capital expenditures totaled $4.0 million for the first six months of fiscal 2018.
Fiscal 2018 Guidance Increased
As a result of revenue
performance in the first six months of fiscal 2018 and to reflect the
impact of the Abbott transaction, Surmodics increased its fiscal 2018
revenue and earning guidance. Surmodics expects fiscal year 2018 revenue
to range from $75.0 million to $79.0 million, up from previous
expectations in the range of $72.0 million to $75.0 million. The Company
expects diluted loss in the range of ($0.20) to ($0.35) per share as
compared with the prior guidance of ($0.45) to ($0.70) per share.
Non-GAAP diluted (loss) earnings guidance range is now ($0.06) to $0.09
per share as compared with prior guidance of ($0.20) to $0.05 per share.
Conference Call
Surmodics will host a webcast at 7:30 a.m. CT
(8:30 a.m. ET) today to discuss second quarter results. To access the
webcast, go to the investor relations portion of the Company’s website
at www.surmodics.com and click on the webcast icon. A replay of
the second quarter conference call will be available by dialing
888-203-1112 and entering conference call ID passcode 4717236. The audio
replay will be available beginning at 10:30 a.m. CT on Wednesday, May 2,
2018, until 10:30 a.m. CT on Wednesday, May 9, 2018.
Upcoming Investor Event
Andy LaFrence, Surmodics’ vice
president of finance and information systems and chief financial
officer, will make a presentation at the Deutsche Bank 43rd Annual
Healthcare Conference in Boston on Wednesday, May 9. The presentation
will begin at 8 a.m. ET (7 a.m. CT) and will be followed by a Q&A
session.
A live audio webcast of the presentation can be accessed by going to the investor relations portion of the Company’s website at www.surmodics.com and clicking on the webcast icon. The webcast will be archived on the Company’s website for 90 days.
About Surmodics, Inc.
Surmodics is the global leader in
surface modification technologies for intravascular medical devices and
a leading provider of chemical components for in vitro diagnostic (IVD)
immunoassay tests and microarrays. Surmodics is pursuing highly
differentiated whole-product solutions that are designed to address
unmet clinical needs for its medical device customers and engineered to
the most demanding requirements. This key growth strategy leverages the
combination of the Company’s expertise in proprietary surface
technologies, along with enhanced device design, development and
manufacturing capabilities. The Company mission remains to improve the
detection and treatment of disease. Surmodics is headquartered in Eden
Prairie, Minnesota. For more information, visit www.surmodics.com.
The content of Surmodics’ website is not part of this press release or
part of any filings that the company makes with the SEC.
Safe Harbor for Forward-Looking Statements
This press release
contains forward-looking statements. Statements that are not historical
or current facts, including statements about beliefs and expectations
regarding the Company’s performance in the near- and long-term,
including our revenue and earnings expectations for fiscal 2018, and our SurVeil
DCB and other proprietary products, including the timing, impact and
success of the TRANSCEND clinical trial, are forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties, and
important factors could cause actual results to differ materially from
those anticipated, including (1) our ability to successfully develop,
obtain regulatory approval for, and commercialize our SurVeil DCB
(including realization of the full potential benefits of our agreement
with Abbott), and other proprietary products; (2) our reliance on third
parties (including our customers and licensees) and their failure to
successfully develop, obtain regulatory approval for, market and sell
products incorporating our technologies; (3) possible adverse market
conditions and possible adverse impacts on our cash flows, and (4) the
factors identified under “Risk Factors” in Part I, Item 1A of our Annual
Report on Form 10-K for the fiscal year ended September 30, 2017, and
updated in our subsequent reports filed with the SEC. These reports are
available in the Investors section of our website at www.surmodics.com
and at the SEC website at www.sec.gov. Forward-looking statements
speak only as of the date they are made, and we undertake no obligation
to update them in light of new information or future events.
Use of Non-GAAP Financial Information
In addition to reporting
financial results in accordance with U.S. generally accepted accounting
principles, or GAAP, Surmodics is reporting non-GAAP financial results
including EBITDA and Adjusted EBITDA, non-GAAP operating income (loss),
non-GAAP income (loss) before income taxes, non-GAAP net income (loss),
and non-GAAP diluted earnings (loss) per share, and the non-GAAP
effective income tax provision (benefit) rate. We believe that these
non-GAAP measures, when read in conjunction with the Company’s GAAP
financial statements, provide meaningful insight into our operating
performance excluding certain event-specific matters, and provide an
alternative perspective of our results of operations. We use non-GAAP
measures, including those set forth in this release, to assess our
operating performance and to determine payout under our executive
compensation programs. We believe that presentation of certain non-GAAP
measures allows investors to review our results of operations from the
same perspective as management and our board of directors and
facilitates comparisons of our current results of operations. The method
we use to produce non-GAAP results is not in accordance with GAAP and
may differ from the methods used by other companies. Non-GAAP results
should not be regarded as a substitute for corresponding GAAP measures
but instead should be utilized as a supplemental measure of operating
performance in evaluating our business. Non-GAAP measures do have
limitations in that they do not reflect certain items that may have a
material impact on our reported financial results. As such, these
non-GAAP measures should be viewed in conjunction with both our
financial statements prepared in accordance with GAAP and the
reconciliation of the supplemental non-GAAP financial measures to the
comparable GAAP results provided for the specific periods presented,
which are attached to this release.
Surmodics, Inc. and Subsidiaries | ||||||||||||||||||||
Condensed Consolidated Statements of Operations | ||||||||||||||||||||
(in thousands, except per share data) |
||||||||||||||||||||
(Unaudited) |
||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||
March 31, | March 31, | |||||||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||||||
Revenue: | ||||||||||||||||||||
Product sales | $ | 8,686 | $ | 7,936 | $ | 16,774 | $ | 15,637 | ||||||||||||
Royalties and license fees | 8,428 | 7,319 | 15,504 | 15,320 | ||||||||||||||||
Research, development and other | 1,944 | 2,248 | 3,793 | 4,307 | ||||||||||||||||
Total revenue | 19,058 | 17,503 | 36,071 | 35,264 | ||||||||||||||||
Operating costs and expenses: | ||||||||||||||||||||
Product costs | 2,913 | 2,562 | 5,804 | 5,190 | ||||||||||||||||
Research and development | 10,774 | 8,208 | 18,605 | 14,178 | ||||||||||||||||
Selling, general and administrative | 6,440 | 5,076 | 11,628 | 9,938 | ||||||||||||||||
Acquired intangible asset amortization | 636 | 591 | 1,254 | 1,187 | ||||||||||||||||
Contingent consideration gain | (2,230 | ) | (611 | ) | (1,112 | ) | (174 | ) | ||||||||||||
Total operating costs and expenses | 18,533 | 15,826 | 36,179 | 30,319 | ||||||||||||||||
Operating income (loss) | 525 | 1,677 | (108 | ) | 4,945 | |||||||||||||||
Other (loss) income, net | (211 | ) | (116 | ) | (99 | ) | 643 | |||||||||||||
Income (loss) before income taxes | 314 | 1,561 | (207 | ) | 5,588 | |||||||||||||||
Income tax benefit (provision) | 1,220 | (1,055 | ) | 185 | (2,782 | ) | ||||||||||||||
Net income (loss) | $ | 1,534 | $ | 506 | $ | (22 | ) | $ | 2,806 | |||||||||||
Basic income (loss) per share: | $ | 0.12 | $ | 0.04 | $ | (0.00 | ) | $ | 0.21 | |||||||||||
Diluted income (loss) per share: | $ | 0.11 | $ | 0.04 | $ | (0.00 | ) | $ | 0.21 | |||||||||||
Weighted average number of shares outstanding: | ||||||||||||||||||||
Basic | 13,102 | 13,220 | 13,078 | 13,207 | ||||||||||||||||
Diluted | 13,465 | 13,428 | 13,078 | 13,415 | ||||||||||||||||
Surmodics, Inc. and Subsidiaries | ||||||||
Condensed Consolidated Balance Sheets | ||||||||
(in thousands) |
||||||||
(Unaudited) |
||||||||
March 31, |
September 30, | |||||||
2018 | 2017 | |||||||
Assets | (Unaudited) | |||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 27,712 | $ | 16,534 | ||||
Restricted cash | 350 | — | ||||||
Available-for-sale securities | 38,330 | 31,802 | ||||||
Accounts receivable, net | 7,216 | 7,211 | ||||||
Inventories, net | 4,046 | 3,516 | ||||||
Prepaids and other | 3,687 | 1,820 | ||||||
Total Current Assets | 81,341 | 60,883 | ||||||
Available-for-sale securities | 3,953 | — | ||||||
Property and equipment, net | 25,844 | 22,942 | ||||||
Deferred tax assets | 3,326 | 4,027 | ||||||
Intangible assets, net | 19,725 | 20,562 | ||||||
Goodwill | 27,933 | 27,282 | ||||||
Other assets | 1,197 | 897 | ||||||
Total Assets | $ | 163,319 | $ | 136,593 | ||||
Liabilities and Stockholders’ Equity | ||||||||
Current Liabilities: | ||||||||
Contingent consideration, current portion | 12,235 | 1,750 | ||||||
Deferred revenue | 12,097 | 62 | ||||||
Other current liabilities | 9,893 | 7,991 | ||||||
Total Current Liabilities | 34,225 | 9,803 | ||||||
Contingent consideration, less current portion | 1,110 | 13,114 | ||||||
Deferred revenue | 12,710 | 181 | ||||||
Other long-term liabilities | 1,918 | 1,938 | ||||||
Total Liabilities | 49,963 | 25,036 | ||||||
Total Stockholders’ Equity | 113,356 | 111,557 | ||||||
Total Liabilities and Stockholders’ Equity | $ | 163,319 | $ | 136,593 | ||||
Surmodics, Inc. and Subsidiaries | ||||||||||||||||||||||||
Supplemental Segment Information | ||||||||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||
(Unaudited) |
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Three Months Ended March 31, | ||||||||||||||||||||||||
2018 | 2017 | |||||||||||||||||||||||
Revenue: | % of Total | % of Total | % Change | |||||||||||||||||||||
Medical Device | $ | 14,052 | 73.7 | % | $ | 12,726 | 72.7 | % | 10.4 | % | ||||||||||||||
In Vitro Diagnostics | 5,006 | 26.3 | % | 4,777 | 27.3 | % | 4.8 | % | ||||||||||||||||
Total revenue | $ | 19,058 | $ | 17,503 | 8.9 | % | ||||||||||||||||||
Six Months Ended March 31, | ||||||||||||||||||||||||
2018 | 2017 | |||||||||||||||||||||||
Revenue: | % of Total | % of Total | % Change | |||||||||||||||||||||
Medical Device | $ | 26,826 | 74.4 | % | $ | 26,482 | 75.1 | % | 1.3 | % | ||||||||||||||
In Vitro Diagnostics | 9,245 | 25.6 | % | 8,782 | 24.9 | % | 5.3 | % | ||||||||||||||||
Total revenue | $ | 36,071 | $ | 35,264 | 2.3 | % | ||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
March 31, | March 31, | |||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||
Operating income (loss): | ||||||||||||||||||||||||
Medical Device | $ | 232 | $ | 1,504 | $ | (157 | ) | $ | 5,223 | |||||||||||||||
In Vitro Diagnostics | 2,423 | 2,236 | 4,093 | 3,692 | ||||||||||||||||||||
Total segment operating income | 2,655 | 3,740 | 3,936 | 8,915 | ||||||||||||||||||||
Corporate | (2,130 | ) | (2,063 | ) | (4,044 | ) | (3,970 | ) | ||||||||||||||||
Total operating income (loss) | $ | 525 | $ | 1,677 | $ | (108 | ) | $ | 4,945 | |||||||||||||||
Surmodics, Inc. and Subsidiaries | ||||||||||||||||||||
Reconciliation of GAAP Measures to Non-GAAP Amounts | ||||||||||||||||||||
Schedule of EBITDA, Adjusted EBITDA and Cash Flows from Operations | ||||||||||||||||||||
(in thousands) |
||||||||||||||||||||
(Unaudited) |
||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||
March 31, | March 31, | |||||||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||||||
Net income (loss) | $ | 1,534 | $ | 506 | $ | (22 | ) | $ | 2,806 | |||||||||||
Income tax (benefit) provision | (1,220 | ) | 1,055 | (185 | ) | 2,782 | ||||||||||||||
Depreciation and amortization | 1,586 | 1,328 | 3,106 | 2,610 | ||||||||||||||||
EBITDA | 1,900 | 2,889 | 2,899 | 8,198 | ||||||||||||||||
Adjustments: | ||||||||||||||||||||
Contingent consideration gain (1) | (2,230 | ) | (611 | ) | (1,112 | ) | (174 | ) | ||||||||||||
Foreign exchange loss (gain) (2) | 353 | 201 | 539 | (473 | ) | |||||||||||||||
Gain on strategic investment (4) | — | — | (177 | ) | — | |||||||||||||||
Claim settlement accrual (6) | 1,000 | — | 1,000 | — | ||||||||||||||||
Adjusted EBITDA | $ | 1,023 | $ | 2,479 | $ | 3,149 | $ | 7,550 | ||||||||||||
Net Cash Provided by Operating Activities | $ | 26,817 | $ | 2,312 | $ | 27,431 | $ | 4,263 | ||||||||||||
Estimated Non-GAAP Net (Loss) Earnings per Common Share Guidance Reconciliation | ||||||||||
For the Fiscal Year Ended September 30, 2018 | ||||||||||
(Unaudited) |
||||||||||
Full Fiscal Year Estimate | ||||||||||
Low | High (8) | |||||||||
GAAP results | $ | (0.35 | ) | $ | (0.20 | ) | ||||
Contingent consideration gain (1) | (0.07 | ) | (0.07 | ) | ||||||
Foreign exchange loss (2) | 0.04 | 0.04 | ||||||||
Amortization of acquired intangibles (3) | 0.18 | 0.18 | ||||||||
Gain on strategic investment (4) | (0.01 | ) | (0.01 | ) | ||||||
Tax reform impact (5) | 0.10 | 0.10 | ||||||||
Claim settlement accrual (6) | 0.06 | 0.06 | ||||||||
Non-GAAP results | $ | (0.06 | ) | $ | 0.09 | |||||
Surmodics, Inc., and Subsidiaries | ||||||||||||||||||||||||||||||||
Net Income (Loss) and Diluted EPS (LPS) GAAP to Non-GAAP Reconciliation | ||||||||||||||||||||||||||||||||
(in thousands, except per share data) |
||||||||||||||||||||||||||||||||
(Unaudited) |
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For the Three Months Ended March 31, 2018 | ||||||||||||||||||||||||||||||||
Total |
Operating |
Operating |
Income |
Net |
Diluted |
Effective |
||||||||||||||||||||||||||
GAAP | $ | 19,058 | $ | 525 | 2.8 | % | $ | 314 | $ | 1,534 | $ | 0.11 | (388.5 | %) | ||||||||||||||||||
Adjustments: | ||||||||||||||||||||||||||||||||
Contingent consideration gain (1) | ― | (2,230 | ) | (11.7 | ) | (2,230 | ) | (2,230 | ) | (0.17 | ) | 452.2 | ||||||||||||||||||||
Foreign exchange loss (2) | ― | — | — | 338 | 338 | 0.03 | 13.6 | |||||||||||||||||||||||||
Amortization of acquired intangible assets (3) | ― | 636 | 3.3 | 636 | 584 | 0.04 | 46.7 | |||||||||||||||||||||||||
Claim settlement accrual (6) | ― | 1,000 | 5.2 | 1,000 | 755 | 0.06 | (1,715.4 | ) | ||||||||||||||||||||||||
Non-GAAP | $ | 19,058 | $ | (69 | ) | (0.4 | %) | $ | 58 | $ | 981 | $ | 0.07 | (1591.4 | %) | |||||||||||||||||
For the Three Months Ended March 31, 2017 | ||||||||||||||||||||||||||||||||
Total |
Operating |
Operating |
Income |
Net |
Diluted |
Effective |
||||||||||||||||||||||||||
GAAP | $ | 17,503 | $ | 1,677 | 9.6 | % | $ | 1,561 | $ | 506 | $ | 0.04 | 67.6 | % | ||||||||||||||||||
Adjustments: | ||||||||||||||||||||||||||||||||
Contingent consideration accretion gain (1) | ― | (611 | ) | (3.5 | ) | (611 | ) | (611 | ) | (0.05 | ) | 43.5 | ||||||||||||||||||||
Foreign exchange loss (2) | ― | — | — | 201 | 201 | 0.02 | (19.4 | ) | ||||||||||||||||||||||||
Amortization of acquired intangible assets (3) | ― | 591 | 3.4 | 591 | 512 | 0.04 | (26.6 | ) | ||||||||||||||||||||||||
Non-GAAP | $ | 17,503 | $ | 1,657 | 9.5 | % | $ | 1,742 | $ | 608 | $ | 0.05 | 65.1 | % | ||||||||||||||||||
For the Six Months Ended March 31, 2018 | ||||||||||||||||||||||||||||||||
Total |
Operating |
Operating |
(Loss) |
Net |
Diluted |
Effective |
||||||||||||||||||||||||||
GAAP | $ | 36,071 | $ | (108 | ) | (0.3 | %) | $ | (207 | ) | $ | (22 | ) | $ | (0.00 | ) | 89.4 | % | ||||||||||||||
Adjustments: | ||||||||||||||||||||||||||||||||
Contingent consideration gain (1) | ― | (1,112 | ) | (3.1 | ) | (1,112 | ) | (1,112 | ) | (0.08 | ) | (75.4 | ) | |||||||||||||||||||
Foreign exchange loss (2) | ― | — | — | 518 | 518 | 0.04 | 9.1 | |||||||||||||||||||||||||
Amortization of acquired intangible assets (3) | ― | 1,254 | 3.5 | 1,254 | 1,150 | 0.09 | (41.0 | ) | ||||||||||||||||||||||||
Gain on strategic investment (4) | ― | — | — | (177 | ) | (177 | ) | (0.01 | ) | (11.5 | ) | |||||||||||||||||||||
Tax reform impact (5) | ― | — | — | — | 1,246 | 0.09 | (451.4 | ) | ||||||||||||||||||||||||
Claim settlement accrual (6) | ― | 1,000 | 2.8 | 1,000 | 755 | 0.06 | 396.0 | |||||||||||||||||||||||||
Non-GAAP | $ | 36,071 | $ | 1,034 | 2.9 | % | $ | 1,276 | $ | 2,358 | $ | 0.18 | (84.8 | %) | ||||||||||||||||||
For the Six Months Ended March 31, 2017 | ||||||||||||||||||||||||||||||||
Total |
Operating |
Operating |
Income |
Net |
Diluted |
Effective |
||||||||||||||||||||||||||
GAAP | $ | 35,264 | $ | 4,945 | 14.0 | % | $ | 5,588 | $ | 2,806 | $ | 0.21 | 49.8 | % | ||||||||||||||||||
Adjustments: | ||||||||||||||||||||||||||||||||
Contingent consideration accretion gain (1) | ― | (174 | ) | (0.5 | ) | (174 | ) | (174 | ) | (0.01 | ) | 1.6 | ||||||||||||||||||||
Foreign exchange gain (2) | ― | ― | — | (473 | ) | (473 | ) | (0.04 | ) | 4.9 | ||||||||||||||||||||||
Amortization of acquired intangible assets (3) | ― | 1,187 | 3.4 | 1,187 | 1,030 | 0.08 | (8.3 | ) | ||||||||||||||||||||||||
Non-GAAP | $ | 35,264 | $ | 5,958 | 16.9 | % | $ | 6,128 | $ | 3,189 | $ | 0.24 | 48.0 | % | ||||||||||||||||||
(1) Represents accounting adjustments to state acquisition-related contingent consideration liabilities at their estimated fair value, including accretion for the passage of time as well as adjustments to the liabilities’ fair values related to changes in the timing and/or probability of achieving milestones. The tables include contingent consideration liability adjustments in each respective historical period and do not include in future-period fair value changes, other than estimated accretion expense as determined at the end of the current quarter.
(2) Foreign exchange gain and loss are related to marking non-U.S. dollar contingent consideration to period-end exchange rates. The tables include foreign currency exchange loss or gain recorded in each respective historical period and do not include forecasted currency fluctuations in future periods.
(3) Amortization of acquisition-related intangible assets and associated tax impact.
(4) Represents the gain recognized on the sale of strategic investments.
(5) Income tax expense from the re-measurement of net deferred tax assets recognized after the enactment of the Tax Cuts and Jobs Act in December 2017.
(6) Represents an estimated royalty-related customer claim settlement accrued as of March 31, 2018.
(7) Net income (loss) includes the effect of the above adjustments on the income tax provision, taking into account deferred taxes and non-deductible items. Effective rates of 24.5% (fiscal 2018) and between 34-35% (fiscal 2017) were used to estimate the income tax impact of the adjustments, except that expenses occurring in Ireland have not been tax-affected as all tax benefits are offset by a full valuation allowance.
(8) Options to purchase common stock as well as unvested restricted stock and performance stock units are considered to be potentially dilutive common shares but have been excluded from the calculation of GAAP net loss per share as their effect is anti-dilutive for the six months ended March 31, 2018 and guidance for the year ended September 30, 2018 as a result of the net loss for these periods on a GAAP basis. However, as the Non-GAAP adjustments result in Non-GAAP net income, the dilutive effect of these options and other outstanding stock awards have been included in the calculation of Non-GAAP net income per share. Accordingly, the (Loss) Income Per Share column may not total.
CONTACT:
Surmodics, Inc.
Andy LaFrence, 952-500-7000
ir@surmodics.com