WALTHAM, Mass., Feb. 8, 2012 /PRNewswire/ -- Alere Inc. (NYSE: ALR), a global leader in enabling individuals to take charge of their health at home through the merger of rapid diagnostics and health management, today announced its financial results for the quarter ended December 31, 2011.
Financial results for the fourth quarter of 2011:
- Adjusted net revenue of $652.6 million for the fourth quarter of 2011, compared to $578.5 million for the fourth quarter of 2010.
- Adjusted product and services revenues from our Professional Diagnostics segment were $497.4 million in the fourth quarter of 2011, compared to $401.4 million in the fourth quarter of 2010. Recent professional diagnostics acquisitions contributed $90.1 million of incremental net revenue compared to the fourth quarter of 2010.
- North American influenza sales decreased to $8.3 million for the fourth quarter of 2011, from $8.9 million for the fourth quarter of 2010.
- Excluding the impact of the change in North American influenza revenues, currency adjusted organic growth in our Professional Diagnostics segment was 2.8%, which was adversely affected by the impacts of economic conditions in Europe. Our currency adjusted organic growth for the remainder of our Professional Diagnostics segment was 5.8%.
- Adjusted cash-basis gross margins were 55.8% for the fourth quarter of 2011, compared to 55.3% for the fourth quarter of 2010 and 54.7% in the third quarter of 2011. Adjusted cash-basis gross margins from products and services in our Professional Diagnostics segment were 60.0% in the fourth quarter of 2011, compared to 60.1% in the fourth quarter of 2010 and 58.9% in the third quarter of 2011.
- Product and services revenues from our Health Management segment were $125.9 million in the fourth quarter of 2011, compared to $147.6 million in the fourth quarter of 2010 and $129.9 million in the third quarter of 2011. The decrease in revenues from the fourth quarter of 2010 was related primarily to the insourcing of certain services by large health plans beginning in the fourth quarter of 2010.
- Adjusted cash-basis gross margins from our Health Management segment were 45.3% in the fourth quarter of 2011, compared to 47.6% in the fourth quarter of 2010 and 46.2% in the third quarter of 2011.
- GAAP net loss of $359.8 million attributable to common stockholders of Alere Inc., and respective net loss per common share of $4.62, for the fourth quarter of 2011, compared to GAAP net loss $1.0 billion attributable to common stockholders of Alere Inc., and respective net loss per common share of $12.24, for the fourth quarter of 2010. Fourth quarter 2011 GAAP net loss includes a $383.6 million non-cash charge associated with the impairment of goodwill in our Health Management segment. Fourth quarter 2010 GAAP net loss includes a $1.0 billion non-cash charge associated with the impairment of goodwill in our Health Management segment.
- Adjusted cash-basis net income per diluted common share of $0.74 for the fourth quarter of 2011, compared to adjusted cash-basis net income per diluted common share from continuing operations of $0.71 for the fourth quarter of 2010.
The Company's GAAP results for the fourth quarter of 2011 exclude $1.5 million of revenue associated with acquired software license contracts that are not recognized due to business combination accounting rules and include amortization of $80.9 million, $8.8 million of restructuring charges, $4.9 million of stock-based compensation expense, a $6.0 million charge associated with the write-up to fair market value of inventory acquired in connection with the acquisition of Axis-Shield plc, $5.3 million of acquisition-related costs recorded in accordance with ASC 805, Business Combinations, a $383.6 million non-cash charge associated with the impairment of goodwill in our Health Management segment and $1.3 million of interest expense associated with fees paid for modification of certain debt agreements, offset by $4.4 million of income recorded for fair value adjustments to acquisition-related contingent consideration obligations, a realized foreign currency gain of $5.4 million associated with a cash balance established in connection with the Axis-Shield plc tender offer and a $0.5 million gain associated with previously-owned shares of Axis-Shield plc recorded in connection with the completion of the acquisition during the quarter. The Company's GAAP results for the fourth quarter of 2010 include amortization of $78.7 million, $6.9 million of stock-based compensation expense, $1.6 million of restructuring charges, $1.4 million of acquisition-related costs recorded in accordance with ASC 805, Business Combinations, a $1.0 billion non-cash charge associated with the impairment of goodwill in our Health Management segment, a $60.1 million compensation charge associated with our acquisition of minority shares, a $0.7 million write-down in the carrying value of a facility and $4.1 million of expense recorded for fair value adjustments to acquisition-related contingent consideration obligations, offset by a $0.3 million adjustment associated with the write-up to fair market value of inventory acquired in connection with acquisitions and a $0.3 million, net of tax, allocation of certain of the aforementioned charges to non-controlling stockholders. These amounts, net of tax, have been excluded from the adjusted cash-basis net income per diluted common share attributable to Alere Inc. for the respective quarters.
A detailed reconciliation of the Company's adjusted cash-basis net income, which is a non-GAAP financial measure, to net loss under GAAP, as well as a discussion regarding this non-GAAP financial measure, is included in the schedules to this press release.
The Company will host a conference call beginning at 8:30 a.m. (Eastern Time) today, February 8, 2012, to discuss these results, as well as other corporate matters. During the conference call, the Company may answer questions concerning business and financial developments and trends and other business and financial matters. The Company's responses to these questions, as well as other matters discussed during the conference call, may contain or constitute information that has not been previously disclosed.
The conference call may be accessed by dialing (800) 860-2442 (domestic) or (412) 858-4600 (international) and asking for Alere Inc. A webcast of the call can also be accessed via the Alere website at www.alere.com/investors, or directly through the following link: http://www.videonewswire.com/event.
A replay of the call will be available approximately four hours after the conclusion of the call and will remain available for a period of seven days following the call. The replay may be accessed by dialing (877) 344-7529 (domestic) or (412) 317-0088 (international) and entering replay code 10009812. The replay will also be available via online webcast at http://www.videonewswire.com/event or via the Alere website at www.alere.com/investors for a period of 60 days following the call.
Additionally, reconciliations to non-GAAP financial measures not included in this press release that may be discussed during the call will also be available at the Alere website (http://www.alere.com/investors) under the Earnings Calls and Releases section shortly before the conference call begins and will continue to be available on this website.
For more information about Alere, please visit our website at http://www.alere.com.
By developing new capabilities in near-patient diagnosis, monitoring and health management, Alere enables individuals to take charge of improving their health and quality of life at home. Alere's global leading products and services, as well as its new product development efforts, focus on infectious disease, cardiology, oncology, toxicology and women's health. Alere is headquartered in Waltham, Massachusetts.
Alere Inc. and Subsidiaries |
||||||||||||||
Condensed Consolidated Statements of Operations and |
||||||||||||||
Reconciliation to Non-GAAP Adjusted Cash Basis Amounts |
||||||||||||||
(in $000s, except per share amounts) |
||||||||||||||
Three Months Ended December 31, 2011 |
Three Months Ended December 31, 2010 |
|||||||||||||
Non-GAAP |
Non-GAAP |
|||||||||||||
Adjusted |
Adjusted |
|||||||||||||
Non-GAAP |
Cash |
Non-GAAP |
Cash |
|||||||||||
GAAP |
Adjustments |
Basis (a) |
GAAP |
Adjustments |
Basis (a) |
|||||||||
Net product sales and services revenue |
$ 645,359 |
$ 1,452 |
(b) |
$ 646,811 |
$ 573,747 |
$ - |
$ 573,747 |
|||||||
License and royalty revenue |
5,750 |
- |
5,750 |
4,707 |
- |
4,707 |
||||||||
Net revenue |
651,109 |
1,452 |
652,561 |
578,454 |
578,454 |
|||||||||
Cost of net revenue |
310,171 |
(21,967) |
(c) (d) (e) (g) |
288,204 |
275,368 |
(17,077) |
(c) (d) (e) (f) |
258,291 |
||||||
Gross profit |
340,938 |
23,419 |
364,357 |
303,086 |
17,077 |
320,163 |
||||||||
Gross margin |
52% |
56% |
52% |
55% |
||||||||||
Operating expenses: |
||||||||||||||
Research and development |
37,503 |
(2,329) |
(c) (e) |
35,174 |
37,091 |
(2,973) |
(c) (e) |
34,118 |
||||||
Selling, general and administrative |
264,656 |
(76,830) |
(c) (d) (e) (h) (i) |
187,826 |
292,870 |
(133,250) |
(c) (d) (e) (h) (i) (n) (p) |
159,620 |
||||||
Goodwill impairment charge |
383,612 |
(383,612) |
(m) |
1,006,357 |
(1,006,357) |
(m) |
- |
|||||||
Total operating expenses |
685,771 |
(462,771) |
223,000 |
1,336,318 |
(1,142,580) |
193,738 |
||||||||
Operating income (loss) |
(344,833) |
486,190 |
141,357 |
(1,033,232) |
1,159,657 |
126,425 |
||||||||
Interest and other income (expense), net |
(42,417) |
(4,478) |
(d) (j) (k) (l) |
(46,895) |
(30,457) |
(87) |
(d) |
(30,544) |
||||||
Income (loss) from continuing operations before provision (benefit) for income taxes |
(387,250) |
481,712 |
94,462 |
(1,063,689) |
1,159,570 |
95,881 |
||||||||
Provision (benefit) for income taxes |
(23,936) |
54,168 |
(s) |
30,232 |
(28,967) |
55,064 |
(s) |
26,097 |
||||||
Income (loss) from continuing operations before equity earnings of unconsolidated entities, net of tax |
(363,314) |
427,544 |
64,230 |
(1,034,722) |
1,104,506 |
69,784 |
||||||||
Equity earnings (losses) of unconsolidated entities, net of tax |
3,602 |
304 |
(c) |
3,906 |
2,371 |
38 |
(c) (d) |
2,409 |
||||||
Income (loss) from continuing operations |
(359,712) |
427,848 |
68,136 |
(1,032,351) |
1,104,544 |
72,193 |
||||||||
Income (loss) from discontinued operations, net of tax |
- |
- |
- |
(516) |
11 |
(q) |
(505) |
|||||||
Net income (loss) |
(359,712) |
427,848 |
68,136 |
(1,032,867) |
1,104,555 |
71,688 |
||||||||
Less: Net income attributable to non-controlling interests, net of tax |
73 |
21 |
(o) |
94 |
251 |
251 |
(o) |
502 |
||||||
Net income (loss) attributable to Alere Inc. and Subsidiaries |
$ (359,785) |
$ 427,827 |
$ 68,042 |
$ (1,033,118) |
$ 1,104,304 |
$ 71,186 |
||||||||
Preferred stock dividends |
$ (5,367) |
$ (5,367) |
$ (6,234) |
$ (6,234) |
||||||||||
Net income (loss) available to common stockholders |
$ (365,152) |
$ 62,675 |
$ (1,039,352) |
$ 64,952 |
||||||||||
Basic net income (loss) per common share attributable to Alere Inc. and Subsidiaries: |
||||||||||||||
Basic income (loss) per common share from continuing operations |
$ (4.62) |
$ 0.79 |
$ (12.23) |
$ 0.77 |
||||||||||
Basic income (loss) per common share from discontinued operations |
$ - |
$ - |
$ (0.01) |
$ (0.01) |
||||||||||
Basic net income (loss) per common share |
$ (4.62) |
$ 0.79 |
$ (12.24) |
$ 0.76 |
||||||||||
Diluted net income (loss) per common share attributable to Alere Inc. and Subsidiaries: |
||||||||||||||
Diluted income (loss) per common share from continuing operations |
$ (4.62) |
(t) |
$ 0.74 |
(u) |
$ (12.23) |
(t) |
$ 0.71 |
(v) |
||||||
Diluted income (loss) per common share from discontinued operations |
$ - |
(t) |
$ - |
(u) |
$ (0.01) |
(t) |
$ (0.01) |
(v) |
||||||
Diluted net income (loss) per common share |
$ (4.62) |
(t) |
$ 0.74 |
(u) |
$ (12.24) |
(t) |
$ 0.71 |
(v) |
||||||
Weighted average common shares - basic |
79,034 |
79,034 |
84,924 |
84,924 |
||||||||||
Weighted average common shares - diluted |
79,034 |
(t) |
92,952 |
(u) |
84,924 |
(t) |
101,670 |
(v) |
||||||
(a) In calculating net income or loss on an adjusted cash basis, the Company excludes from net income or loss (i) certain non-cash charges, including amortization expense and stock-based compensation expense, (ii) non-recurring charges and income, and (iii) certain other charges and income that have a significant positive or negative impact on results yet do not occur on a consistent or regular basis in its business. In determining whether a particular item meets one of these criteria, management considers facts and circumstances that it believes are relevant. Management believes that excluding such charges and income from net income or loss allows investors and management to evaluate and compare the Company's operating results from continuing operations from period to period in a meaningful and consistent manner. Due to the frequency of their occurrence in its business, the Company does not adjust net income or loss for the costs associated with litigation, including payments made or received through settlements. It should be noted that "net income or loss on an adjusted cash basis" is not a standard financial measurement under accounting principles generally accepted in the United States of America ("GAAP") and should not be considered as an alternative to net income or loss or cash flow from operating activities, as a measure of liquidity or as an indicator of operating performance or any measure of performance derived in accordance with GAAP. In addition, all companies do not calculate non-GAAP financial measures in the same manner and, accordingly, "net income or loss on an adjusted cash basis" presented in this press release may not be comparable to similar measures used by other companies. |
|
(b) Approximately $1.5 million in estimated revenue related to acquired software license contracts will not be recognized for the fourth quarter of 2011 due to business combination accounting rules. |
|
(c) Amortization expense of $80.9 million and $78.7 million in the fourth quarter of 2011 and 2010 GAAP results, respectively, including $15.0 million and $16.3 million charged to cost of sales, $1.5 million and $1.3 million charged to research and development, $64.2 million and $60.9 million charged to selling, general and administrative, with $0.2 million and $0.2 million charged through equity earnings of unconsolidated entities, net of tax, during each of the respective quarters. |
|
(d) Restructuring associated with the decision to close facilities resulted in a charge of $8.8 million and $1.6 million for the fourth quarter of 2011 and 2010 GAAP results, respectively. The $8.8 million charge for the fourth quarter of 2011 included $0.6 million charged to cost of sales, $8.1 million charged to selling, general and administrative expense and $0.1 million charged to interest expense. The $1.6 million charge for the fourth quarter of 2010 included $0.6 million charged to cost of sales, $1.3 million charged to selling, general and administrative expense, a net recovery of $0.1 million recorded to interest and other income (expense), net and a net recovery of $0.2 million recorded through equity earnings of unconsolidated entities, net of tax |
|
(e) Compensation costs of $4.9 million and $6.9 million associated with stock-based compensation expense for the fourth quarter of 2011 and 2010 GAAP results, respectively, including $0.4 million and $0.5 million charged to cost of sales, $0.8 million and $1.7 million charged to research and development and $3.7 million and $4.7 million charged to selling, general and administrative, in the respective periods. |
|
(f) A net recovery in the amount of $0.3 million during the fourth quarter of 2010, relating to inventory write-ups recorded in connection with acquisitions. (See also footnote o below.) |
|
(g) A write-off in the amount of $6.0 million during the fourth quarter of 2011, relating to inventory write-ups recorded in connection with acquisitions. |
|
(h) Acquisition-related costs in the amount of $5.3 million and $1.4 million in the fourth quarter of 2011 and 2010 GAAP results, respectively, recorded in connection with ASC 805, Business Combinations. |
|
(i) $4.4 million of income and $4.1 million of expense in the fourth quarter of 2011 and 2010 GAAP results, respectively, recorded in connection with fair value adjustments to acquisition-related contingent consideration obligations in accordance with ASC 805, Business Combinations. |
|
(j) Interest expense of $1.3 million recorded in connection with fees paid for certain debt modifications and the termination of our senior secured credit facility. |
|
(k) A $5.4 million realized foreign currency gain in the fourth quarter of 2011 GAAP results associated with a bank account funded for the acquisition of Axis-Shield plc. |
|
(l) A $0.5 million gain related to previously-owned shares of Axis-Shield plc recorded in connection with the completion of the acquisition during the fourth quarter of 2011. |
|
(m) A goodwill impairment charge of $383.6 million and $1.0 billion during the fourth quarter of 2011 and 2010 GAAP results, respectively, related to our health management reporting unit and business segment. |
|
(n) A $60.1 million compensation charge associated with our acquisition of minority shares of Standard Diagnostics, Inc. during the fourth quarter of 2010. |
|
(o) Amortization expense of $28.0 thousand ($21.0 thousand, net of tax) and $0.3 million ($0.3 million, net of tax) in the fourth quarter of 2011 and 2010 GAAP results. |
|
(p) A $0.7 million fair value write-down in the fourth quarter of 2010 recorded in connection with an idle facility. |
|
(q) Expenses of $18.0 thousand ($11.0 thousand, net of tax) in the fourth quarter of 2010 incurred in connection with the sale of our vitamins and nutritional supplements business. |
|
(s) Tax effect on adjustments as discussed above in notes (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (m), (n) and (p). |
|
(t) For the three months ended December 31, 2011 and 2010, potential dilutive shares were not used in the calculation of diluted net loss per common share under GAAP because inclusion thereof would be antidilutive. |
|
(u) Included in the weighted average diluted common shares for the calculation of net income per common share for the three months ended December 31, 2011, on an adjusted cash basis, are dilutive shares consisting of 241,000 common stock equivalent shares from the potential exercise of stock options and warrants. Also included were dilutive shares consisting of 3,438,000 common stock equivalent shares from the potential conversion of convertible debt securities and 10,239,000 common stock equivalent shares from the potential conversion of Series B convertible preferred stock. The diluted net income per common share calculation for the three months ended December 31, 2011, on an adjusted cash basis, included the add back of interest expense related to the convertible debt of $0.7 million and the add back of $5.4 million of preferred stock dividends related to the Series B convertible preferred stock, resulting in net income available to common stockholders of $68.7 million for the three months ended December 31, 2011. |
|
(v) Included in the weighted average diluted common shares for the calculation of net income per common share for the three months ended December 31, 2010, on an adjusted cash basis, were dilutive shares consisting of 1,188,000 common stock equivalent shares from the potential exercise of stock options and warrants. Also included were potential dilutive shares consisting of 3,438,000 common stock equivalent shares from the potential conversion of convertible debt securities, 11,893,000 common stock equivalent shares from the potential conversion of Series B convertible preferred stock, 115,000 common stock equivalents from the potential settlement of a portion of the deferred purchase price consideration related to the ACON Second Territory Business and 112,000 potentially issuable shares of common stock associated with contingent consideration arrangements. The diluted net income per common share calculation for the three months ended December 31, 2010, on an adjusted cash basis, included the add back of interest expense related to the convertible debt of $0.7 million, the add back of $6.2 million of preferred stock dividends related to the Series B convertible preferred stock and the add back of interest expense related to the ACON Second Territory Business of $24.0 thousand resulting in net income available to common stockholders of $71.8 million for the three months ended December 31, 2010. |
|
Alere Inc. and Subsidiaries |
||||||||||||||
Condensed Consolidated Statements of Operations and |
||||||||||||||
Reconciliation to Non-GAAP Adjusted Cash Basis Amounts |
||||||||||||||
(in $000s, except per share amounts) |
||||||||||||||
Year Ended December 31, 2011 |
Year Ended December 31, 2010 |
|||||||||||||
Non-GAAP |
Non-GAAP |
|||||||||||||
Adjusted |
Adjusted |
|||||||||||||
Non-GAAP |
Cash |
Non-GAAP |
Cash |
|||||||||||
GAAP |
Adjustments |
Basis (a) |
GAAP |
Adjustments |
Basis (a) |
|||||||||
Net product sales and services revenue |
$ 2,363,054 |
$ 1,452 |
(b) |
$ 2,364,506 |
$ 2,134,588 |
$ - |
$ 2,134,588 |
|||||||
License and royalty revenue |
23,473 |
- |
23,473 |
20,759 |
- |
20,759 |
||||||||
Net revenue |
2,386,527 |
1,452 |
2,387,979 |
2,155,347 |
- |
2,155,347 |
||||||||
Cost of net revenue |
1,140,692 |
(73,634) |
(c) (d) (e) (g) |
1,067,058 |
1,020,760 |
(75,404) |
(c) (d) (e) (f) |
945,356 |
||||||
Gross profit |
1,245,835 |
75,086 |
1,320,921 |
1,134,587 |
75,404 |
1,209,991 |
||||||||
Gross margin |
52% |
55% |
53% |
56% |
||||||||||
Operating expenses: |
||||||||||||||
Research and development |
150,165 |
(16,915) |
(c) (d) (e) |
133,250 |
133,278 |
(12,370) |
(c) (d) (e) |
120,908 |
||||||
Selling, general and administrative |
964,913 |
(270,810) |
(c) (d) (e) (h) (i) (l) |
694,103 |
946,041 |
(333,265) |
(c) (d) (e) (h) (i) (o) |
612,776 |
||||||
Goodwill impairment charge |
383,612 |
(383,612) |
(n) |
1,006,357 |
(1,006,357) |
(n) |
- |
|||||||
Total operating expenses |
1,498,690 |
(671,337) |
827,353 |
2,085,676 |
(1,351,992) |
733,684 |
||||||||
Operating income (loss) |
(252,855) |
746,423 |
493,568 |
(951,089) |
1,427,396 |
476,307 |
||||||||
Interest and other income (expense), net |
86,808 |
(241,986) |
(d) (j) (k) (l) (m) (p) (q) |
(155,178) |
(116,697) |
(3,042) |
(d) (h) (q) |
(119,739) |
||||||
Income (loss) from continuing operations before provision (benefit) for income taxes |
(166,047) |
504,437 |
338,390 |
(1,067,786) |
1,424,354 |
356,568 |
||||||||
Provision (benefit) for income taxes |
(28,349) |
136,356 |
(u) |
108,007 |
(29,931) |
144,214 |
(u) |
114,283 |
||||||
Income (loss) from continuing operations before equity earnings of unconsolidated entities, net of tax |
(137,698) |
368,081 |
230,383 |
(1,037,855) |
1,280,140 |
242,285 |
||||||||
Equity earnings of unconsolidated entities, net of tax |
8,524 |
1,489 |
(c) (d) |
10,013 |
10,566 |
3,750 |
(c) (d) |
14,316 |
||||||
Income (loss) from continuing operations |
(129,174) |
369,570 |
240,396 |
(1,027,289) |
1,283,890 |
256,601 |
||||||||
Income from discontinued operations, net of tax |
- |
- |
- |
11,397 |
191 |
(r) |
11,588 |
|||||||
Net income (loss) |
(129,174) |
369,570 |
240,396 |
(1,015,892) |
1,284,081 |
268,189 |
||||||||
Less: Net income attributable to non-controlling interests, net of tax |
233 |
75 |
(s) |
308 |
1,418 |
3,714 |
(s) (t) |
5,132 |
||||||
Net income (loss) attributable to Alere Inc. and Subsidiaries |
$ (129,407) |
$ 369,495 |
$ 240,088 |
$ (1,017,310) |
$ 1,280,367 |
$ 263,057 |
||||||||
Preferred stock dividends |
$ (22,049) |
$ (22,049) |
$ (24,235) |
$ (24,235) |
||||||||||
Preferred stock repurchase |
$ 23,936 |
$ (23,936) |
(y) |
$ - |
$ - |
$ - |
||||||||
Net income available to common stockholders |
$ (127,520) |
$ 218,039 |
$ (1,041,545) |
$ 238,822 |
||||||||||
Basic net income (loss) per common share attributable to Alere Inc. and Subsidiaries: |
||||||||||||||
Basic income (loss) per common share from continuing operations |
$ (1.53) |
$ 2.62 |
$ (12.47) |
$ 2.69 |
||||||||||
Basic income per common share from discontinued operations |
$ - |
$ - |
$ 0.14 |
$ 0.14 |
||||||||||
Basic net income (loss) per common share |
$ (1.53) |
$ 2.62 |
$ (12.33) |
$ 2.83 |
||||||||||
Diluted net income (loss) per common share attributable to Alere Inc. and Subsidiaries: |
||||||||||||||
Diluted income (loss) per common share from continuing operations |
$ (1.53) |
(v) |
$ 2.48 |
(w) |
$ (12.47) |
(v) |
$ 2.51 |
(x) |
||||||
Diluted income per common share from discontinued operations |
$ - |
(v) |
$ - |
(w) |
$ 0.14 |
(v) |
$ 0.11 |
(x) |
||||||
Diluted net income (loss) per common share |
$ (1.53) |
(v) |
$ 2.48 |
(w) |
$ (12.33) |
(v) |
$ 2.63 |
(x) |
||||||
Weighted average common shares - basic |
83,128 |
83,128 |
84,445 |
84,445 |
||||||||||
Weighted average common shares - diluted |
83,128 |
(v) |
98,079 |
(w) |
84,445 |
(v) |
101,284 |
(x) |
||||||
(a) In calculating net income or loss on an adjusted cash basis, the Company excludes from net income or loss (i) certain non-cash charges, including amortization expense and stock-based compensation expense, (ii) non-recurring charges and income, and (iii) certain other charges and income that have a significant positive or negative impact on results yet do not occur on a consistent or regular basis in its business. In determining whether a particular item meets one of these criteria, management considers facts and circumstances that it believes are relevant. Management believes that excluding such charges and income from net income or loss allows investors and management to evaluate and compare the Company's operating results from continuing operations from period to period in a meaningful and consistent manner. Due to the frequency of their occurrence in its business, the Company does not adjust net income or loss for the costs associated with litigation, including payments made or received through settlements. It should be noted that "net income or loss on an adjusted cash basis" is not a standard financial measurement under accounting principles generally accepted in the United States of America ("GAAP") and should not be considered as an alternative to net income or loss or cash flow from operating activities, as a measure of liquidity or as an indicator of operating performance or any measure of performance derived in accordance with GAAP. In addition, all companies do not calculate non-GAAP financial measures in the same manner and, accordingly, "net income or loss on an adjusted cash basis" presented in this press release may not be comparable to similar measures used by other companies. |
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(b) As of December 31, 2011, approximately $1.5 million, $4.1 million, $2.2 million, $1.4 million, $0.7 million and $0.2 million in estimated revenue related to acquired software license contracts will not be recognized in fiscal 2011, fiscal 2012 , fiscal 2013, fiscal 2014, fiscal 2015 and fiscal 2016, respectively, due to business combination accounting rules. |
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(c) Amortization expense of $308.8 million and $299.4 million for the year 2011 and 2010 GAAP results, respectively, including $63.2 million and $63.0 million charged to cost of sales, $12.7 million and $4.8 million charged to research and development, $232.0 million and $209.6 million charged to selling, general and administrative, with $0.9 million and $0.9 million charged through equity earnings of unconsolidated entities, net of tax, during each of the respective periods. |
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(d) Restructuring charges associated with the decision to close facilities of $29.1 million and $15.1 million for the year 2011 and 2010 GAAP results, respectively. The $29.1 million charge for the year ended December 31, 2011 included $2.9 million charged to cost of sales, $0.4 million charged to research and development, $24.9 million charged to selling, general and administrative expense, $0.3 million charged to interest expense and $0.6 million charged through equity earnings of unconsolidated entities, net of tax. The $15.1 million charge for the year ended December 31, 2010 included $3.9 million charged to cost of sales, $0.5 million charged to research and development, $10.9 million charged to selling, general and administrative expense, a net recovery of $3.1 million recorded to interest and other income (expense), net and $3.0 million charged through equity earnings of unconsolidated entities, net of tax |
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(e) Compensation costs of $21.2 million and $29.9 million associated with stock-based compensation expense for the year 2011 and 2010 GAAP results, respectively, including $1.5 million and $1.9 million charged to cost of sales, $3.9 million and $7.1 million charged to research and development and $15.8 million and $20.9 million charged to selling, general and administrative, in the respective periods. |
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(f) A write-off in the amount of $6.6 million during the year ended December 31, 2010, relating to inventory write-ups recorded in connection with acquisitions. (See also footnote s below.) |
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(g) A write-off in the amount of $6.0 million during the year ended December 31, 2011, relating to inventory write-ups recorded in connection with acquisitions. |
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(h) Acquisition-related costs in the amount of $11.5 million and $8.3 million for the year 2011 and 2010 GAAP results, respectively, recorded in connection with ASC 805, Business Combinations. The $8.3 million of acquisition-related costs recorded during 2010 included $8.2 million charged to selling, general and administrative and $0.1 million charged to interest expense. |
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(i) $14.1 million of income and $1.8 million of expense for the year 2011 and 2010 GAAP results, respectively, recorded in connection with fair value adjustments to acquisition-related contingent consideration obligations in accordance with ASC 805, Business Combinations. |
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(j) A $1.9 million realized foreign currency loss associated with the settlement of an acquisition-related contingent consideration obligation for the year 2011. |
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(k) Interest expense of $32.5 million recorded in connection with fees paid for certain debt modifications and the termination of our senior secured credit facility and related interest rate swap agreement for the year 2011. |
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(l) A $12.7 million realized foreign currency loss for the year 2011 GAAP results associated with a bank account funded for the acquisition of Axis-Shield plc. |
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(m) A $0.5 million gain related to previously-owned shares of Axis-Shield plc recorded in connection with the completion of the acquisition during the fourth quarter of 2011. |
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(n) A goodwill impairment charge in the amount of $383.6 million and $1.0 billion for the year 2011 and 2010 GAAP results, respectively, related to our health management reporting unit and business segment. |
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(o) A $60.1 million compensation charge associated with our acquisition of minority shares of Standard Diagnostics, Inc. during the fourth quarter of 2010. |
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(p) Recognition of a $288.9 million gain originally recorded in connection with the formation of SPD, our 50/50 joint venture with the Procter & Gamble Company. |
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(q) A $0.6 million and $0.7 million fair value write-down for the year 2011 and 2010, respectively, recorded in connection with an idle facility. |
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(r) Expenses of $0.3 million ($0.2 million, net of tax) incurred in connection with the sale of our vitamins and nutritional supplements business for the year 2010 GAAP results. |
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(s) Amortization expense of $0.1 million ($0.1 million, net of tax) and $3.2 million ($2.4 million, net of tax) for the year 2011 and 2010 GAAP results, respectively. |
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(t) A write-off in the amount of $1.7 million ($1.3 million, net of tax) in the first nine months of 2010 relating to inventory write-ups attributable to operating results of non-controlling interests. |
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(u) Tax effect on adjustments as discussed above in notes (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (m), (n), (o), (p), and (q). |
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(v) For the year ended December 31, 2011 and 2010, potential dilutive shares were not used in the calculation of diluted net income per common share under GAAP because inclusion thereof would be antidilutive. |
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(w) Included in the weighted average diluted common shares for the calculation of net income per common share for the year ended December 31, 2011, on an adjusted cash basis, are dilutive shares consisting of 768,000 common stock equivalent shares from the potential exercise of stock options and warrants. Also included were dilutive shares consisting of 3,438,000 common stock equivalent shares from the potential conversion of convertible debt securities, 142,000 common stock equivalents from the potential settlement of a portion of the deferred purchase price consideration related to the ACON Second Territory Business and 10,602,000 common stock equivalent shares from the potential conversion of Series B convertible preferred stock. The diluted net income per common share calculation for the year ended December 31, 2011, on an adjusted cash basis, included the add back of interest expense related to the convertible debt of $2.8 million, the add back of $22.0 million of preferred stock dividends related to the Series B convertible preferred stock and the add back of interest expense related to the ACON Second Territory Business of $0.1 million, resulting in net income available to common stockholders of $243.0 million for the year ended December 31, 2011. |
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(x) Included in the weighted average diluted common shares for the calculation of net income per common share for the year ended December 31, 2010, on an adjusted cash basis, were dilutive shares consisting of 1,412,000 common stock equivalent shares from the potential exercise of stock options and warrants. Also included were potential dilutive shares consisting of 3,438,000 common stock equivalent shares from the potential conversion of convertible debt securities, 11,654,000 common stock equivalent shares from the potential conversion of Series B convertible preferred stock, 306,000 common stock equivalents from the potential settlement of a portion of the deferred purchase price consideration related to the ACON Second Territory Business and 28,000 potentially issuable shares of common stock associated with contingent consideration arrangements. The diluted net income per common share calculation for the year ended December 31, 2010, on an adjusted cash basis, included the add back of interest expense related to the convertible debt of $2.8 million, the add back of $24.2 million of preferred stock dividends related to the Series B convertible preferred stock and the add back of interest expense related to the ACON Second Territory Business of $0.3 million resulting in net income available to common stockholders of $266.0 million for the year ended December 31, 2010. |
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(y) Non-cash income allocated to net income available to common stockholders as a result of repurchases of preferred shares during the year ended December 31, 2011. |
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Alere Inc. and Subsidiaries |
||||
Condensed Consolidated Balance Sheets |
||||
(in $000s) |
||||
December 31, |
December 31, |
|||
2011 |
2010 |
|||
ASSETS |
||||
CURRENT ASSETS: |
||||
Cash and cash equivalents |
$ 299,173 |
$ 401,306 |
||
Restricted cash |
8,987 |
2,581 |
||
Marketable securities |
1,086 |
2,094 |
||
Accounts receivable, net |
475,824 |
397,148 |
||
Inventories, net |
320,269 |
257,720 |
||
Prepaid expenses and other current assets |
188,388 |
133,408 |
||
Total current assets |
1,293,727 |
1,194,257 |
||
PROPERTY, PLANT AND EQUIPMENT, NET |
491,205 |
390,510 |
||
GOODWILL AND OTHER INTANGIBLE ASSETS, NET |
4,681,170 |
4,567,064 |
||
DEFERRED FINANCING COSTS AND OTHER ASSETS, NET |
211,027 |
178,543 |
||
Total assets |
$ 6,677,129 |
$ 6,330,374 |
||
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||
CURRENT LIABILITIES: |
||||
Current portion of notes payable |
$ 73,415 |
$ 19,017 |
||
Current portion of deferred gain on joint venture |
- |
288,378 |
||
Other current liabilities |
551,037 |
475,463 |
||
Total current liabilities |
624,452 |
782,858 |
||
LONG-TERM LIABILITIES: |
||||
Notes payable, net of current portion |
3,280,080 |
2,379,968 |
||
Deferred tax liability |
376,565 |
420,166 |
||
Other long-term liabilities |
153,399 |
169,656 |
||
Total long-term liabilities |
3,810,044 |
2,969,790 |
||
Redeemable non-controlling interest |
2,497 |
- |
||
TOTAL EQUITY |
2,240,136 |
2,577,726 |
||
Total liabilities and equity |
$ 6,677,129 |
$ 6,330,374 |
||
Alere Inc. and Subsidiaries |
|||||||||||||
Selected Consolidated Revenues by Business Area (1) |
|||||||||||||
(in thousands) |
|||||||||||||
Professional Diagnostics Segment |
% Change |
% Change |
|||||||||||
Q4 2011 |
2011 |
Q4 2010 |
2010 |
Q4 11 v. Q4 10 |
2011 v. 2010 |
||||||||
Cardiology |
$ 128,094 |
$ 518,746 |
$ 127,724 |
$ 488,497 |
0% |
6% |
|||||||
Infectious disease |
159,424 |
564,983 |
134,473 |
437,709 |
19% |
29% |
|||||||
Toxicology |
119,375 |
387,209 |
79,525 |
300,125 |
50% |
29% |
|||||||
Diabetes |
14,960 |
14,960 |
- |
- |
|||||||||
Other (1) |
74,068 |
250,274 |
59,681 |
214,387 |
24% |
17% |
|||||||
Professional diagnostics net product sales and services revenue (1) |
495,921 |
1,736,172 |
401,403 |
1,440,718 |
24% |
21% |
|||||||
License and royalty revenue |
5,750 |
20,337 |
4,666 |
18,774 |
23% |
8% |
|||||||
Professional diagnostics net revenue |
$ 501,671 |
$ 1,756,509 |
$ 406,069 |
$ 1,459,492 |
24% |
20% |
|||||||
Health Management Segment |
% Change |
% Change |
|||||||||||
Q4 2011 |
2011 |
Q4 2010 |
2010 |
Q4 11 v. Q4 10 |
2011 v. 2010 |
||||||||
Disease and case management |
$ 55,820 |
$ 237,938 |
$ 67,524 |
$ 281,563 |
-17% |
-15% |
|||||||
Wellness |
24,499 |
104,868 |
27,460 |
103,343 |
-11% |
1% |
|||||||
Women's & children's health |
28,737 |
114,287 |
30,953 |
126,910 |
-7% |
-10% |
|||||||
Patient self-testing services |
16,892 |
77,421 |
21,700 |
87,003 |
-22% |
-11% |
|||||||
Health management net revenue |
$ 125,948 |
$ 534,514 |
$ 147,637 |
$ 598,819 |
-15% |
-11% |
|||||||
(1) Revenues are presented in accordance with Generally Accepted Accounting Principles and exclude an adjustment of $1,452 in revenue related to acquired software license contracts which were not recognized for the fourth quarter of 2011 due to business combination accounting rules. |
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SOURCE Alere Inc.
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