BEDFORD, Mass, April 30, 2012 /PRNewswire/ -- Hologic, Inc.
(Hologic or the Company) (Nasdaq: HOLX), a leading developer,
manufacturer and supplier of premium diagnostics products, medical
imaging systems and surgical products dedicated to serving the
healthcare needs of women, today announced its results for the
second fiscal quarter ended March 24, 2012.
Highlights:
- Revenues of $471.2 million
resulting from year-over-year growth in all four operating
segments.
- Net loss of $40.3 million, or
$0.15 per diluted share, calculated
in accordance with U.S. generally accepted accounting principles
(GAAP).
- Non-GAAP adjusted net income of $86.8
million, or $0.33 per diluted
share, and adjusted EBITDA (non-GAAP adjusted earnings before
interest, taxes, depreciation and amortization) of $157.4 million. A reconciliation of GAAP to
non-GAAP results is included as an attachment to this press
release.
- Exchange transaction to retire $500
million, 2.00% Convertible Senior Notes due 2037, extending
the earliest put date for the exchanged notes by approximately four
years to March 2018.
- Several new product clearances, launches and milestones
achieved in the U.S. and internationally.
- Decision to discontinue sales of the Adiana permanent
contraception system.
- Hologic to acquire Gen-Probe for $82.75 per share in cash.
Second quarter fiscal 2012 operating results
overview:
Second quarter fiscal 2012 revenues totaled $471.2 million, an increase of 7.4% compared to
revenues of $438.7 million in the
second quarter of fiscal 2011. This increase resulted from growth
in revenues in all four of our operating segments, primarily from:
(i) growth in Breast Health revenues of $12.8 million, or 6.2%, driven by a $7.9 million, or 5.7%, increase in product
revenues and a $4.9 million, or 7.1%,
increase in service revenues; (ii) an increase in Diagnostics
revenues of $13.6 million, or 9.8%,
primarily due to growth in ThinPrep revenues from the acquisition
of TCT International Co., Ltd. (TCT) in Beijing, China on June
1, 2011 and growth in sales of our molecular diagnostics
product lines; (iii) an increase in GYN Surgical revenues of
$5.7 million, or 8.0%, related to
contributions from the MyoSure hysteroscopic tissue removal
(MyoSure) system, partially offset by decreases in NovaSure
endometrial ablation (NovaSure) and Adiana permanent contraception
(Adiana) system sales; and (iv) an increase in Skeletal Health
revenues of $0.5 million, or 2.0%,
due to an increase in bone densitometry product sales, partially
offset by a decline in Mini C-Arm product sales.
For the second quarter of fiscal 2012, Hologic reported a net
loss of $40.3 million, or
$0.15 per diluted share, compared
with net income of $82.4 million, or
$0.31 per diluted share, in the
second quarter of fiscal 2011.
The Company's non-GAAP adjusted net income increased 10.1% to
$86.8 million, or $0.33 per diluted share, in the second quarter of
fiscal 2012 compared to $78.9
million, or $0.30 per diluted
share, in the prior year. The Company's fiscal 2012 and 2011 second
quarter non-GAAP adjusted net income primarily excludes: (i) a
non-cash charge of $61.0 million and
$59.0 million, respectively,
attributable to the amortization of intangible assets; (ii) a
non-cash interest expense charge of $17.9
million and $17.8 million,
respectively, related to the Convertible Notes; (iii) a net charge
of $61.3 million and credit of
$4.2 million, respectively, for
contingent consideration related to recent acquisitions; and (iv)
$1.7 million and $2.6 million, respectively, of
acquisition-related costs and other charges. The Company's fiscal
2012 second quarter non-GAAP adjusted net income also excludes: (i)
a $42.3 million non-cash loss on the
exchange of Convertible Notes; (ii) an $18.3
million charge related to the write off of certain assets
and charges as a result of the Company's decision to cease
commercialization of the Adiana product; and (iii) a gain of
$12.4 million resulting from a
scheduled milestone payment received from KV Pharmaceuticals (KV).
The Company's fiscal 2011 second quarter non-GAAP adjusted net
income also excludes a net gain of $84.5
million from the sale of intellectual property to KV.
For the six months ended March 24,
2012, revenues totaled $943.9
million, an increase of 8.3% compared to revenues of
$871.2 million in the six months
ended March 26, 2011. The increase
was primarily attributable to: (i) growth in Breast Health revenues
of $32.8 million, or 8.2%, driven by
a $22.0 million, or 8.2%, increase in
product revenues and a $10.8 million,
or 8.0%, increase in service revenues; (ii) an increase in
Diagnostics revenues of $28.6
million, or 10.3%, primarily due to growth in ThinPrep
revenues from the acquisition of TCT and, to a lesser extent, the
growth in sales of our molecular diagnostics product lines; (iii)
an increase in GYN Surgical revenues of $8.6
million, or 5.8%, related to contributions from the MyoSure
system, partially offset by a decrease in NovaSure and Adiana
system sales; and (iv) an increase in Skeletal Health revenues of
$2.8 million, or 6.1%, primarily due
to an increase in bone densitometry sales.
For the six months ended March 24,
2012, Hologic reported a net loss of $19.5 million, or $0.07 per diluted share, compared with net income
of $93.4 million, or $0.35 per diluted share, in the six months ended
March 26, 2011. The Company's
non-GAAP adjusted net income increased 11.4% to $176.9 million, or $0.67 per diluted share, in the six months ended
March 24, 2012 compared to
$158.7 million, or $0.60 per diluted share, for the same period in
the prior year. The Company's non-GAAP adjusted net income for the
first six months of fiscal 2012 and 2011 primarily excludes: (i) a
non-cash charge of $122.0 million and
$115.6 million, respectively,
attributable to the amortization of intangible assets; (ii) a
non-cash interest expense charge of $36.9
million and $36.2 million,
respectively, related to the Convertible Notes; (iii) a net charge
of $76.9 million and credit of
$3.1 million, respectively, for
contingent consideration related to recent acquisitions; (iv) a
$42.3 million and $29.9 million, respectively, non-cash loss on the
exchange of Convertible Notes; and (v) $2.7
million and $5.0 million,
respectively, of acquisition-related costs and other charges. The
Company's fiscal 2012 second quarter non-GAAP adjusted net income
also excludes an $18.3 million charge
related to the write off of certain assets and charges as a result
of the Company's decision to cease commercialization of the Adiana
product and a gain of $12.4 million
related to the scheduled milestone payment received from KV. The
Company's non-GAAP adjusted net income for the first six months of
fiscal 2011 also primarily excludes a net gain on sale of
intellectual property of $84.5
million.
Non-GAAP adjusted net income, non-GAAP adjusted earnings per
diluted share (non-GAAP adjusted EPS), and adjusted EBITDA are
non-GAAP financial measures. The Company's definitions of these
non-GAAP financial measures, and the reconciliations of these
measures to the Company's comparable GAAP financial measures for
the periods presented, are set forth in the supplemental
information attached to this press release. When analyzing the
Company's operating performance, investors should not consider
these non-GAAP measures as a substitute for the comparable
financial measures prepared in accordance with GAAP.
"We are once again very pleased we experienced year-over-year
revenue growth in all four of our business segments and our
operating results were in-line with expectations, given the second
quarter is historically our slowest as a result of resetting
deductibles and the timing of orders for capital equipment," said
Rob Cascella, President and Chief
Executive Officer. "We continue to be extremely excited about the
increasing adoption of our 3D breast tomosynthesis as the standard
of care in breast imaging. Our breast biopsy line of products
continues to grow and take market share, as does our MyoSure
product, which is exceeding our expectations. Although a typically
difficult quarter for Diagnostics, we continue to be very pleased
with growth internationally in this segment. We also continue to
execute on our strategy to deliver new, innovative best-in-class
technologies to both new and emerging markets and a number of
product approvals and clearances are marking the way for our global
expansion. Through our recent acquisitions, core product growth and
ongoing product development, we remain well-positioned to
demonstrate solid global growth."
Second quarter fiscal 2012 revenue overview by segment (as
compared to second quarter fiscal 2011):
- Breast Health revenues, which include the Company's
mammography, breast biopsy, Magnetic Resonance Imaging (MRI) coils
and MammoSite product lines, increased to $218.6 million in the current quarter compared to
$205.9 million in the prior year, an
increase of 6.2%. Product revenue growth was driven primarily by a
combination of: (i) the continued shift in sales from Selenia to
Dimensions systems and, to a lesser extent, an increase in the
total number of digital mammography systems sold; and (ii) growth
in sales of the Company's breast biopsy products, led by the Eviva
biopsy system. The Company also realized a $4.9 million, or 7.1%, increase in service
revenue related to its increased installed base of digital
mammography systems.
- Diagnostics revenues, which include the Company's ThinPrep
products, Rapid Fetal Fibronectin test, Cervista HPV tests, and
other molecular diagnostics products, totaled $151.8 million in the current quarter compared to
$138.2 million in the prior year, an
increase of 9.8%. Sales growth was driven primarily by a
combination of higher ThinPrep revenues (from both the addition of
TCT and other international sales) and growth in sales of molecular
diagnostics products. Incremental ThinPrep revenues from the TCT
acquisition were approximately $8.2
million during the current period, as compared to
$7.3 million and $7.9 million in the first fiscal quarter of 2012
and the fourth quarter of fiscal 2011, respectively (incremental
revenues represent the total third party price less the original
price previously charged to TCT).
- GYN Surgical revenues, which include the Company's NovaSure,
MyoSure and Adiana systems, totaled $77.2
million in the current quarter compared to $71.5 million in the prior year, an increase of
8.0%. Sales growth was driven by an increase in sales of the
MyoSure system, partially offset by lower NovaSure system sales
and, to a lesser extent, Adiana system sales.
- Skeletal Health revenues, which mainly include the Company's
osteoporosis assessment and Mini C-Arm product lines, totaled
$23.5 million in the current quarter
compared to $23.1 million in the
prior year, an increase of 2.0%. This increase was the result of an
increase in bone densitometry sales, partially offset by a decline
in Mini C-Arm product sales.
Hologic to Acquire Gen-Probe:
Today, Hologic and Gen-Probe (NASDAQ: GPRO) announced that they
have entered into a definitive agreement pursuant to which Hologic
will acquire Gen-Probe for $82.75 per
share in cash, or a total of approximately $3.7 billion. Please refer to a joint press
release issued by the parties today for additional details
regarding the transaction.
Exchange of Convertible Senior Notes:
On February 29, 2012, the Company
entered into separate, privately-negotiated exchange agreements
under which it retired $500 million
in aggregate principal of the Company's outstanding 2.00%
Convertible Senior Notes due 2037 ("2007 Notes") in exchange for
the issuance of $500 million in
aggregate principal of new 2.00% Convertible Senior Notes due 2042
("2012 Notes"). In doing so, the first date on which holders of the
2012 Notes may require the Company to purchase the notes
outstanding was extended approximately four years from December 2013 to March
2018 in order to provide the Company with additional
flexibility relative to its future liquidity needs. In return, the
holders of the 2012 Notes received a lower conversion price.
Following these transactions, approximately $775 million in aggregate principal amount of the
2007 Notes remains outstanding, with an aggregate principal balance
of total Company convertible senior notes outstanding remaining at
$1.725 billion.
New Products:
510k clearance of the premarket application for the Aquilex
Fluid Control (Aquilex) system
On February 6, 2012, the Company
received 510k clearance for its premarket application for the
Aquilex fluid control system and has subsequently started to
commercialize Aquilex in the U.S through its GYN Surgical sales
force. The Company's Aquilex system for hysteroscopy is designed to
reduce procedure and anesthesia time while providing high quality
visualization to the surgeon.
Product Commercializations
The Company began to commercialize its C-View synthesized 2D
image reconstruction algorithm (C-View) in Europe during the second quarter of fiscal
2012 following the product's CE Marking in November 2011. C-View software provides an
alternative by eliminating the need for a conventional 2D mammogram
as a component of a 3D mammography exam. For users of Hologic's 2D
plus 3D tomosynthesis breast cancer screening system, C-View
software creates a 2D image from a single tomosynthesis scan and is
approved for sale throughout the European Economic Area and in
other countries recognizing the CE Mark.
The Company began to commercialize its Serenity digital
mammography system during the second quarter of fiscal 2012
following the product's SFDA approval by China's regulatory body in December 2011. The Serenity system is a lower
cost digital mammography system better suited for certain segments
of the Chinese market. This new system incorporates Hologic's
selenium detector into the updated platform of the Healthcome
analog system.
The Company began full commercial launch in China of its Cervista HPV HR test during the
second quarter of fiscal 2012 following the product's SFDA approval
in September 2011. Hologic's HPV HR
test utilizes Hologic's proprietary Invader technology to detect 14
high risk types of HPV that are associated with cervical cancer and
precancerous lesions.
Multiple International Product Approvals
During the second quarter of fiscal 2012, the Company received
international approvals for several of its Diagnostics and GYN
Surgical products. Such product approvals include: various ThinPrep
instrumentation in China and
Russia and the ThinPrep pap test
in Russia; the Cervista HPV HR
test in Japan; the Aquilex fluid
management system in the European Union; and the MyoSure and
Aquilex systems in Australia and
New Zealand.
Honors and Milestones:
Hologic's Dimensions 3D tomosynthesis system was ranked #1 and
its Dimensions 2D system was ranked #2 in overall performance in
the new KLAS Women's Imaging 2012: "Tomosynthesis Makes a Splash"
report. The Dimensions tomosynthesis system scored highest or tied
for highest in 24 of 25 performance measures evaluated. The report
is based on in-depth interviews with users of the major systems in
use in the U.S. mammography market.
During the second quarter of fiscal 2012, the Company shipped
its 500 millionth ThinPrep pap test since its launch in 1996.
Hologic was the first to develop a liquid-based pap test, which
replaced the traditional pap smear, and has since enjoyed majority
share in the U.S. market. The Company's success in the U.S. has
allowed it to quickly expand globally in areas such as Canada, Europe, Australia, Asia, Latin
America, the Middle East
and Africa.
Decision to Discontinue Sales of the Adiana System:
In March, after determining the product was not financially
viable and would not become so in the foreseeable future, the
Company decided to discontinue the manufacturing, sales and
marketing of its Adiana system and to focus its resources on the
continued growth and success of its core products. Hologic has
resolved ongoing litigation with Conceptus concerning patent
infringement claims. In conjunction with this settlement, the
parties have agreed that in exchange for Conceptus agreeing to
forgo the $18.8 millon jury award,
Hologic would agree to a permanent injunction against the
manufacture, sale and distribution of the Adiana product.
Hologic has also granted Conceptus a license to Hologic's
intellectual property related to its Adiana product. Hologic
expects to complete the wind down of its Adiana business over the
next six weeks. The parties have also agreed to dismiss the false
patent marking case between them.
Financial Guidance:
The Company's guidance reflects its current core products,
including revenues from its approved/cleared products and its
recently acquired businesses, but does not reflect any revenue or
earnings from pending or future acquisitions.
Third Quarter Fiscal 2012 (Quarter ending June 23, 2012):
- The Company expects third quarter fiscal 2012 revenues of
$475 million to $480 million. This
primarily reflects an increase in revenues related to its fiscal
2011 acquisitions, the ramp-up of new products including the
Dimensions and MyoSure systems, and an overall strengthening in
each of the Company's operating segments, partially offset by a
reduction in revenues related to the Adiana product.
Year-over-year, this represents an expected increase in revenues of
5% to 6% over third quarter fiscal 2011 revenues of $451.1 million.
- The Company expects non-GAAP adjusted EPS to be approximately
$0.34.
Fiscal 2012 (Year ending September 29,
2012):
- The Company is reaffirming fiscal 2012 revenue guidance of
$1.9 billion to $1.925 billion. Year-over-year, this represents
an expected increase in revenues of 6% to 8% over fiscal 2011
revenues of $1.79 billion. This
primarily reflects an increase in revenues related to the Company's
fiscal 2011 acquisitions and, to a lesser extent, increases in the
Breast Health, GYN Surgical and Diagnostics segments and also takes
into account a reduction in revenues related to the Adiana
product.
- The Company is reaffirming non-GAAP adjusted EPS guidance of
approximately $1.36 to $1.38.
Estimates of certain non-GAAP adjustments the Company
anticipates will be reflected in its non-GAAP fiscal 2012 third
quarter and fiscal 2012 year financial performance are included as
an attachment to this press release.
Hologic may not generate expected revenues and may incur
expenses or charges or realize income or gains in fiscal 2012 that
could cause actual results to vary from the guidance above. In
addition, the Company is continuing to monitor the effects of the
U.S., European and general worldwide economic and regulatory
conditions and related uncertainties, including the implementation
of healthcare cost containment measures and healthcare reform
legislation, as well as foreign currency fluctuations, which, along
with other uncertainties facing the Company's business including
those referenced elsewhere herein and its filings with the
Securities and Exchange Commission, could adversely affect
anticipated results.
Conference Call and Webcast:
Hologic and Gen-Probe management will host a conference call at
8:15 a.m. (Eastern) to discuss
today's announcement, Hologic's second fiscal quarter of 2012
results and Gen-Probe's first quarter 2012 results. Interested
participants may listen to the call by dialing 877-856-1962 (for
callers within the U.S.) or 719-325-4863 (for international
callers) and referencing code 4975261 approximately 15 minutes
prior to the call. The webcast and accompanying slides can be
accessed at www.hologic.com or www.gen-probe.com.
A replay of the call will be available through May 18, 2012 at 888-203-1112 (for callers within
the U.S.) or 719-457-0820 (for international callers), access code
4975261, and at www.hologic.com or www.gen-probe.com.
Supporting materials for the conference call, including a
presentation, will be available on the Investor Relations sections
of Hologic's and Gen-Probe's websites at
http://investors.hologic.com and www.gen-probe.com,
respectively.
Hologic's second quarter earnings conference call, originally
scheduled for tonight, is canceled.
About Hologic, Inc.:
Hologic, Inc. is a leading developer, manufacturer and supplier
of premium diagnostics products, medical imaging systems and
surgical products dedicated to serving the healthcare needs of
women. Hologic's core business units are focused on breast health,
diagnostics, GYN surgical and skeletal health. Hologic provides a
comprehensive suite of technologies with products for mammography
and breast biopsy, breast Magnetic Resonance Imaging, radiation
treatment for early-stage breast cancer, cervical cancer screening,
treatment for menorrhagia and uterine fibroids, osteoporosis
assessment, preterm birth risk assessment, mini C-arm for extremity
imaging and molecular diagnostic products including HPV and
reagents for a variety of DNA and RNA analysis applications.
Hologic, Adiana, Aquilex, C-View, Cervista, Dimensions, Eviva,
Healthcome, Invader, MammoSite, MyoSure, NovaSure, Rapid fFN,
Selenia, Serenity, TCT and ThinPrep and associated logos are
trademarks and/or registered trademarks of Hologic, Inc. and/or its
subsidiaries in the United States
and/or other countries.
Forward-Looking Statement Disclaimer:
This News Release contains forward-looking information that
involves risks and uncertainties, including statements regarding
the Company's plans, objectives, expectations and intentions. Such
statements include, without limitation, statements regarding:
economic and market trends; financial or other information included
herein based upon or otherwise incorporating judgments or estimates
relating to future performance, events or expectations; and the
Company's outlook and financial and other guidance. These
forward-looking statements are based upon assumptions made by the
Company as of the date hereof and are subject to known and unknown
risks and uncertainties that could cause actual results to differ
materially from those anticipated.
Risks and uncertainties that could adversely affect the
Company's business and prospects, and otherwise cause actual
results to differ materially from those anticipated, include
without limitation: U.S., European and general worldwide economic
conditions and related uncertainties; the Company's reliance on
third-party reimbursement policies to support the sales and market
acceptance of its products, including the possible adverse impact
of government regulation and changes in the availability and amount
of reimbursement and uncertainties regarding the availability or
amount of reimbursement for new products or product enhancements;
uncertainties regarding the recently enacted or future healthcare
reform legislation, including associated tax provisions, or budget
reduction or other cost containment efforts; changes in guidelines,
recommendations and studies published by various organizations that
could affect the use of the Company's products; uncertainties
inherent in the development of new products and the enhancement of
existing products, including FDA approval and/or clearance and
other regulatory risks, technical risks, cost overruns and delays;
the risk that products may contain undetected errors or defects or
otherwise not perform as anticipated; manufacturing risks,
including the Company's reliance on a single or limited source of
supply for key components, and the need to comply with especially
high standards for the manufacture of many of its products; the
Company's ability to predict accurately the demand for its
products, and products under development, and to develop strategies
to address its markets successfully; the early stage of market
development for certain of the Company's products; risks associated
with acquisitions, including without limitation, the Company's
ability to successfully integrate acquired businesses, the risks
that the acquired businesses may not operate as effectively and
efficiently as expected even if otherwise successfully integrated,
the risks that acquisitions may involve unexpected costs or
unexpected liabilities, and the enhanced risks and challenges
associated with the Company's recent acquisitions in China; the risk of adverse events and product
liability claims; risks related to the use and protection of
intellectual property; expenses, uncertainties and potential
liabilities relating to litigation, including, without limitation,
commercial, intellectual property, employment and product liability
litigation; technical innovations that could render products
marketed or under development by the Company obsolete; competition;
the risks of conducting business internationally, including the
effect of exchange rate fluctuations on those operations; financing
risks, including the Company's obligation to meet payment
obligations and financial covenants under the Company's leases; and
the Company's ability to attract and retain qualified
personnel.
Neither the guidance in this press release nor any other forward
looking statement included herein reflects any anticipated effects
resulting from or arising out of the Company's negotiation,
execution or the performance of its obligations under that
agreement, or the anticipated consummation of the acquisition of
Gen-Probe, including without limitation with respect to the
Company's liquidity and capital resources, results of operations,
business or operations.
The risks and uncertainties included above are not exhaustive.
Other factors that could adversely affect the Company's business
and prospects are described in the Company's filings with the
Securities and Exchange Commission. The Company expressly disclaims
any obligation or undertaking to release publicly any updates or
revisions to any such statements to reflect any change in the
Company's expectations or any change in events, conditions or
circumstances on which any such statement is based.
HOLOGIC,
INC.
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
(Unaudited)
|
(In
thousands)
|
|
|
|
|
|
|
March
24, 2012
|
|
September 24, 2011
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
Cash and cash
equivalents
|
$
855,097
|
|
$
712,869
|
|
Accounts receivable,
net
|
326,290
|
|
318,712
|
|
Inventories
|
234,372
|
|
230,544
|
|
Deferred income tax
assets
|
34,333
|
|
39,607
|
|
Prepaid expenses and other current
assets
|
40,939
|
|
41,168
|
|
Total
current assets
|
1,491,031
|
|
1,342,900
|
|
|
|
|
|
|
Property and equipment,
net
|
232,023
|
|
238,666
|
|
Intangible assets, net
|
1,977,346
|
|
2,090,807
|
|
Goodwill
|
2,297,451
|
|
2,290,330
|
|
Other assets
|
50,405
|
|
46,077
|
|
|
$
6,048,256
|
|
$
6,008,780
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
Accounts payable
|
$
65,843
|
|
$
63,467
|
|
Accrued expenses
|
404,368
|
|
325,327
|
|
Deferred revenue
|
123,611
|
|
120,656
|
|
Total
current liabilities
|
593,822
|
|
509,450
|
|
|
|
|
|
|
Convertible notes (principal of
$1,725,000)
|
1,527,027
|
|
1,488,580
|
|
Deferred income tax
liabilities
|
871,606
|
|
957,426
|
|
Deferred service obligations- long
term
|
12,128
|
|
9,467
|
|
Other long-term
liabilities
|
64,190
|
|
106,962
|
|
|
|
|
|
|
Total
stockholders' equity
|
2,979,483
|
|
2,936,895
|
|
|
$
6,048,256
|
|
$
6,008,780
|
|
HOLOGIC,
INC.
|
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
|
(Unaudited)
|
(In
thousands, except per share data)
|
|
|
|
|
|
Three
Months Ended
|
|
March
24, 2012
|
|
March
26, 2011
|
|
|
|
|
REVENUES
|
|
|
|
Product sales
|
$
388,085
|
|
$
360,952
|
Service and other
revenues
|
83,080
|
|
77,699
|
|
471,165
|
|
438,651
|
|
|
|
|
COSTS AND
EXPENSES (1):
|
|
|
|
Cost of product sales
|
154,423
|
|
131,697
|
Cost of product sales –
amortization of intangible assets
|
44,341
|
|
44,489
|
Cost of service and other
revenues
|
46,291
|
|
41,778
|
Research and
development
|
29,297
|
|
29,935
|
Selling and marketing
|
78,539
|
|
70,727
|
General and
administrative
|
41,403
|
|
38,803
|
Amortization of intangible
assets
|
16,629
|
|
14,552
|
Contingent
consideration
|
61,309
|
|
(4,216)
|
Gain on sale of intellectual
property, net
|
(12,424)
|
|
(84,502)
|
Other charges
|
1,223
|
|
-
|
|
461,031
|
|
283,263
|
|
|
|
|
Income from operations
|
10,134
|
|
155,388
|
Interest expense
|
(28,512)
|
|
(28,185)
|
Other income, net
|
2,117
|
|
1,624
|
Loss on extinguishment of
debt
|
(42,347)
|
|
-
|
|
|
|
|
(Loss) income before provision for
income taxes
|
(58,608)
|
|
128,827
|
(Benefit) provision for income
taxes
|
(18,335)
|
|
46,382
|
|
|
|
|
Net (loss) income
|
$
(40,273)
|
|
$
82,445
|
|
|
|
|
Net (loss) income per
share:
|
|
|
|
Basic
|
$
(0.15)
|
|
$
0.32
|
Diluted
|
$
(0.15)
|
|
$
0.31
|
|
|
|
|
Weighted average number of shares
outstanding:
|
|
|
|
Basic
|
263,900
|
|
260,825
|
Diluted
|
263,900
|
|
264,030
|
|
|
|
|
EXPLANATORY NOTE:
|
|
|
|
|
|
|
|
(1)
Stock-based compensation included in costs and expenses during the
three months ended March 24,
2012 was $1,275 for cost of revenues, $1,277 for research and
development, $1,844 for
selling and marketing and $4,553 for general and administrative.
Stock-based compensation included in costs and expenses
during the three months ended March 26, 2011 was
$1,138 for cost of revenues, $1,316 for research and
development, $1,489 for selling and marketing and $4,825
for general and administrative.
|
HOLOGIC,
INC.
|
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
|
(Unaudited)
|
(In
thousands, except per share data)
|
|
|
|
|
|
Six
Months Ended
|
|
March
24, 2012
|
|
March
26, 2011
|
|
|
|
|
REVENUES
|
|
|
|
Product sales
|
$
780,181
|
|
$
719,555
|
Service and other
revenues
|
163,695
|
|
151,667
|
|
943,876
|
|
871,222
|
|
|
|
|
COSTS AND
EXPENSES (1):
|
|
|
|
Cost of product sales
|
286,367
|
|
256,722
|
Cost of product sales –
amortization of intangible assets
|
90,512
|
|
86,601
|
Cost of service and other
revenues
|
91,517
|
|
82,478
|
Research and
development
|
57,639
|
|
58,492
|
Selling and marketing
|
155,999
|
|
138,638
|
General and
administrative
|
87,898
|
|
79,307
|
Amortization of intangible
assets
|
31,471
|
|
29,048
|
Contingent
consideration
|
76,872
|
|
(3,120)
|
Gain on sale of intellectual
property, net
|
(12,424)
|
|
(84,502)
|
Other charges
|
1,132
|
|
450
|
|
866,983
|
|
644,114
|
|
|
|
|
Income from operations
|
76,893
|
|
227,108
|
Interest expense
|
(58,021)
|
|
(57,094)
|
Other income, net
|
4,771
|
|
1,233
|
Loss on extinguishment of
debt
|
(42,347)
|
|
(29,891)
|
|
|
|
|
(Loss) income before provision for
income taxes
|
(18,704)
|
|
141,356
|
Provision for income
taxes
|
757
|
|
47,971
|
|
|
|
|
Net (loss) income
|
$
(19,461)
|
|
$
93,385
|
|
|
|
|
Net (loss) income per
share:
|
|
|
|
Basic
|
$
(0.07)
|
|
$
0.36
|
Diluted
|
$
(0.07)
|
|
$
0.35
|
|
|
|
|
Weighted average number of shares
outstanding:
|
|
|
|
Basic
|
263,309
|
|
260,224
|
Diluted
|
263,309
|
|
263,588
|
|
|
|
|
EXPLANATORY NOTE:
|
|
|
|
|
|
|
|
(1)
Stock-based compensation included in costs and expenses during the
six months ended March 24,
2012 was $2,382 for cost of revenues, $2,478 for research and
development, $3,394 for
selling and marketing and $9,352 for general and administrative.
Stock-based compensation included in costs and expenses
during the six months ended March 26, 2011 was $2,541 for
cost of revenues, $2,552 for research and development, $3,144 for
selling and marketing and
$11,229 for general and administrative.
|
HOLOGIC,
INC.
|
RECONCILIATION OF GAAP EPS AND NET (LOSS) INCOME TO
NON-GAAP ADJUSTED EPS, NET INCOME AND EBITDA
|
(Unaudited)
|
(In
thousands, except earnings per share)
|
|
|
|
|
|
|
|
Three
Months Ended
|
|
|
March
24, 2012
|
|
|
March
26, 2011
|
|
|
|
|
|
|
|
(LOSS)
EARNINGS PER SHARE
|
|
|
|
|
|
GAAP
(loss) earnings per share- Diluted
|
$
(0.15)
|
|
|
$
0.31
|
|
Adjustments to net (loss) income (as detailed
below)
|
0.48
|
|
|
(0.01)
|
|
Non-GAAP
adjusted earnings per share- Diluted
|
$
0.33
|
(1)
|
|
$
0.30
|
(1)
|
|
|
|
|
|
|
NET
(LOSS) INCOME
|
|
|
|
|
|
GAAP net
(loss) income
|
$
(40,273)
|
|
|
$
82,445
|
|
Adjustments:
|
|
|
|
|
|
Amortization of intangible
assets
|
60,970
|
|
|
59,041
|
|
Non-cash interest expense relating
to convertible notes
|
17,946
|
|
|
17,750
|
|
Non-cash loss on convertible notes
exchange
|
42,347
|
|
|
-
|
|
Contingent
consideration
|
61,309
|
|
|
(4,216)
|
|
Adiana closure charges
|
18,284
|
|
|
-
|
|
Gain on sale of intellectual
property, net
|
(12,424)
|
|
|
(84,502)
|
|
Acquisition-related costs and
other charges, net
|
1,704
|
|
|
2,596
|
|
Income tax effect of reconciling
items
|
(63,055)
|
(2)
|
|
5,753
|
(2)
|
Non-GAAP
adjusted net income
|
$
86,808
|
|
|
$
78,867
|
|
|
|
|
|
|
|
EBITDA
|
|
|
|
|
|
Non-GAAP
adjusted net income
|
$
86,808
|
|
|
$
78,867
|
|
Interest expense, net, not
adjusted above
|
9,805
|
|
|
9,975
|
|
Provision for income
taxes
|
44,720
|
|
|
40,629
|
|
Depreciation expense
|
16,071
|
|
|
16,694
|
|
Adjusted
EBITDA
|
$
157,404
|
|
|
$
146,165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPLANATORY NOTES:
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Non-GAAP adjusted earnings per share was calculated based on
266,823 and 264,030 weighted average diluted shares outstanding for
the three months ended March 24, 2012 and March 26, 2011,
respectively.
|
(2) To
reflect an estimated annual effective tax rate of 34% on a non-GAAP
basis.
|
HOLOGIC,
INC.
|
RECONCILIATION OF GAAP EPS AND NET (LOSS) INCOME TO
NON-GAAP ADJUSTED EPS, NET INCOME AND EBITDA
|
(Unaudited)
|
(In
thousands, except earnings per share)
|
|
|
|
|
|
|
|
Six
Months Ended
|
|
|
March
24, 2012
|
|
|
March
26, 2011
|
|
|
|
|
|
|
|
(LOSS)
EARNINGS PER SHARE
|
|
|
|
|
GAAP
(loss) earnings per share- Diluted
|
$
(0.07)
|
|
|
$
0.35
|
|
Adjustments to net (loss) income (as detailed
below)
|
0.74
|
|
|
0.25
|
|
Non-GAAP
adjusted earnings per share- Diluted
|
$
0.67
|
(1)
|
|
$
0.60
|
(1)
|
|
|
|
|
|
|
NET
(LOSS) INCOME
|
|
|
|
|
|
GAAP net
income
|
$
(19,461)
|
|
|
$
93,385
|
|
Adjustments:
|
|
|
|
|
|
Amortization of intangible
assets
|
121,983
|
|
|
115,649
|
|
Non-cash interest expense relating
to convertible notes
|
36,899
|
|
|
36,209
|
|
Non-cash loss on convertible notes
exchange
|
42,347
|
|
|
29,891
|
|
Contingent
consideration
|
76,872
|
|
|
(3,120)
|
|
Adiana closure charges
|
18,284
|
|
|
-
|
|
Gain on sale of intellectual
property, net
|
(12,424)
|
|
|
(84,502)
|
|
Acquisition-related costs and
other charges, net
|
2,697
|
|
|
5,045
|
|
Income tax effect of reconciling
items
|
(90,347)
|
(2)
|
|
(33,809)
|
(2)
|
Non-GAAP
adjusted net income
|
$
176,850
|
|
|
$
158,748
|
|
|
|
|
|
|
|
EBITDA
|
|
|
|
|
|
Non-GAAP
adjusted net income
|
$
176,850
|
|
|
$
158,748
|
|
Interest expense, net, not
adjusted above
|
19,528
|
|
|
20,018
|
|
Provision for income
taxes
|
91,104
|
|
|
81,780
|
|
Depreciation expense
|
32,181
|
|
|
33,556
|
|
Adjusted
EBITDA
|
$
319,663
|
|
|
$
294,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPLANATORY NOTES:
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Non-GAAP adjusted earnings per share was calculated based on
265,891 and 263,588 weighted average diluted shares outstanding for
the six months ended March 24, 2012 and March 26, 2011,
respectively.
|
(2) To
reflect an estimated annual effective tax rate of 34% on a non-GAAP
basis.
|
Future Non-GAAP Adjustments:
Future GAAP EPS may be affected by changes in ongoing
assumptions and judgments relating to the Company's acquired
businesses, and may also be affected by nonrecurring, unusual or
unanticipated charges, expenses or gains, all of which are excluded
in the calculation of non-GAAP adjusted EPS as described in this
press release. It is therefore not practicable to reconcile
non-GAAP adjusted EPS guidance to the most comparable GAAP
measure. The Company's estimates of certain future non-GAAP
adjustments, based upon current information, judgments and
assumptions, are presented below for informational purposes. We
cannot predict with certainty the nature or the amount of certain
GAAP charges that may be excluded in the calculation of these
non-GAAP financial measures and therefore such estimates are
excluded from the list of future non-GAAP adjustments below.
|
Three
Months Ending
|
|
|
|
|
Year
Ending
|
|
|
|
June 23,
2012
|
|
Shares
|
|
|
September
29, 2012
|
|
Shares
|
|
|
|
|
|
|
|
|
|
(In
thousands)
|
|
|
|
|
|
|
|
|
Certain
Anticipated Non-GAAP Adjustments:
|
|
|
|
|
|
|
|
|
Cost of revenues - amortization of
|
|
|
|
|
|
|
|
|
intangible assets
|
$
45,000
|
|
|
|
|
$
180,000
|
|
|
Amortization of intangible assets
|
16,000
|
|
|
|
|
62,000
|
|
|
Non-cash interest expense relating to convertible notes
|
15,000
|
|
|
|
|
69,000
|
|
|
Contingent consideration
|
19,000
|
|
|
|
|
119,000
|
|
|
Non-cash loss on convertible notes exchange
|
-
|
|
|
|
|
42,300
|
|
|
Adiana closure costs
|
-
|
|
|
|
|
18,300
|
|
|
Gain on sale of intellectual property, net
|
-
|
|
|
|
|
(12,400)
|
|
|
Income tax effect of reconciling items
|
(32,300)
|
(1)
|
|
|
|
(162,600)
|
(1)
|
|
Total
Anticipated Non-GAAP Adjustments
|
$
62,700
|
|
|
|
|
$
315,600
|
|
|
Diluted
Weighted Average Shares Outstanding
|
|
|
268,000
|
|
|
|
|
267,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPLANATORY NOTE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
To reflect an annual effective tax rate of 34% on a non-GAAP
basis.
|
Use of Non-GAAP Financial Measures:
The Company has presented the following non-GAAP financial
measures in this press release: adjusted net income; adjusted EPS;
and adjusted EBITDA. The Company defines its non-GAAP adjusted net
income to exclude the non-cash amortization of intangible assets,
other acquisition-related charges, such as charges for contingent
consideration, transaction costs, and charges associated with the
write-up of acquired inventory to fair value, non-cash interest
expense related to amortization of the debt discount for
convertible debt securities, divestiture and restructuring charges,
non-cash loss on exchange of convertible notes, and one-time,
nonrecurring, unusual or unanticipated charges, expenses or gains.
As set forth in the applicable reconciliation tables above,
non-GAAP adjusted net income and non-GAAP adjusted EPS for the
periods presented typically exclude the following items from GAAP
net (loss) income and EPS: (i) non-cash expenses associated with
the Company's acquisitions, including amortization of intangible
assets; (ii) non-cash interest expense resulting from the Company's
accounting for convertible debt instruments with cash settlement
features; (iii) loss on exchange of convertible notes; (iv) the
increase in cost of revenues resulting from the write-up of
acquired inventory sold during the applicable period; (v)
acquisition transaction costs and charges; (vi) litigation
settlement charges (benefits); and (vii) divestiture and
restructuring charges. The Company's non-GAAP adjusted EBITDA
excludes from its GAAP net (loss) income: (i) the items excluded in
its calculation of non-GAAP adjusted net income; (ii) interest
expense, net, not otherwise excluded in calculating its non-GAAP
adjusted net income; (iii) provision for income taxes; and (iv)
depreciation expense.
The Company believes the use of non-GAAP adjusted net income and
non-GAAP adjusted EPS are useful to investors in comparing the
results of operations in fiscal 2012 to the comparable period in
fiscal 2011 by eliminating certain of the more significant effects
of its acquisitions and related activities, non-cash charges
resulting from changes in GAAP, and litigation settlement,
divestiture and restructuring. These measures also reflect how the
Company manages the business internally. In addition to the
adjustments set forth in the calculation of the Company's non-GAAP
adjusted net income, its non-GAAP adjusted EBITDA eliminates the
effects of financing, income taxes and the accounting effects of
capital spending. As with the items eliminated in its calculation
of non-GAAP adjusted net income, these items may vary for different
companies for reasons unrelated to the overall operating
performance of a company's business. When analyzing the Company's
operating performance, investors should not consider these non-GAAP
financial measures as a substitute for net income or EPS prepared
in accordance with GAAP.
Contact:
|
Deborah R.
Gordon
|
|
Vice
President, Investor Relations
|
|
Hologic,
Inc.
|
|
(781)
999-7716
|
SOURCE Hologic, Inc.