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8-K - FORM 8-K DATED JANUARY 7, 2015 - MGC DIAGNOSTICS Corpmgc150045_8k.htm

Exhibit 99.1


 

 

 

(MGC DIAGNOSTICS LOGO)

 

MGC Diagnostics Corporation
350 Oak Grove Parkway
Saint Paul, MN 55127
Telephone: (651) 484-4874
Facsimile: (651) 484-4826


 

 

 

FOR IMMEDIATE RELEASE

MGC Diagnostics Corporation Reports
Fiscal 2014 Fourth Quarter and Full Year Results

Fourth Quarter Fiscal 2014 Highlights:

 

 

Fiscal Q4 revenue totaled $9.7 million, up 6.2% from $9.1 million in the prior year period. Fourth quarter 2014 revenues include approximately $1.3 million from the MediSoft acquisition.

Service revenue of $1.8 million in the fiscal fourth quarter rose approximately 26.8% from the prior year period on strong demand for equipment maintenance services.

Fiscal Q4 competitive account conversions totaled 12 accounts ($729,000), compared to 31 accounts ($2.0 million) for the same quarter last year.

Sales backlog of $1.9 million at a 12-month high heading into fiscal year 2015, compared to $504,000 heading into fiscal year 2014.

Gross margin declined 4.7 percentage points to 53.1%, compared to 57.8% in the prior year period. Gross margin for Medical Graphics and MediSoft was 56.6% and 31.0%, respectively.

Operating expenses were $5.2 million in the fourth quarter, compared to $4.4 million in the prior year period. Operating expenses for Medical Graphics and MediSoft were $4.2 million and $948,000, respectively.

Operating loss was ($51,000) for the fourth quarter, compared to operating income of $875,000 in the fiscal 2013 fourth quarter. For the quarter, Medical Graphics had operating income of $487,000 and MediSoft had an operating loss of ($538,000).

2014 fourth quarter net loss of ($276,000) or $(0.07) per share, compared to net income of $836,000, or $0.20 per share in the prior year period. For the quarter, Medical Graphics contributed net income of $172,000 and MediSoft contributed a net loss of ($448,000).

SAINT PAUL, MN (January 7, 2015) — MGC Diagnostics Corporation (NASDAQ: MGCD), a global medical technology company, today reported financial results for the fourth quarter and fiscal year ended October 31, 2014.

 

 

 

 

Total 2014 fourth quarter domestic equipment, supplies and accessories revenues decreased 11.8% to $5.4 million, compared to $6.1 million in the 2013 fourth quarter. Excluding the effect of revenue from competitive conversions in each period, domestic equipment and accessories revenue grew 19.5% in the fiscal 2014 fourth quarter, compared to the same quarter last year.

 

 

 

 

Domestic service revenues increased 26.8% to $1.8 million, compared to $1.4 million for the same quarter last year. The Attachment Rate, which reflects the percentage of Extended Service Contracts that were sold during customer equipment purchases, was 31% for the fiscal 2014 fourth quarter, which is consistent with the same period last year.

1



 

 

 

 

International equipment, supplies and accessories revenues grew 57.6% to $2.5 million, compared to $1.6 million for the fiscal 2013 fourth quarter, due primarily to the $1.3 million of MediSoft revenues. Excluding MediSoft revenues, international equipment, supplies and accessories revenues fell 25.9% due to lower sales in Latin America, Europe and the Middle East.

“Fiscal 2014 was an important transition year for MGC. The headwinds in our industry created by the Affordable Care Act (“ACA”) and the regulatory and tax environment have been well-documented, and had a profound effect on our business during 2014. Nevertheless, during fiscal 2014 and continuing into fiscal 2015, we initiated a number of actions that will enable MGC to achieve revenue growth in the present environment while delivering shareholder value,” said Todd M. Austin, chief executive officer. These actions, which are creating momentum as we head into fiscal 2015, include:

 

 

 

 

Continuing our industry-leading approach to high-quality customer service by selling long-term service agreements. This tactic is ideally suited to today’s cautious capital purchase environment and will continue to contribute to strong service revenue growth;

 

Realigning our expense infrastructure to comport with our projected revenue growth;

 

Expanding our global capabilities by acquiring MediSoft, which provides us an efficient and effective platform for growth outside the U.S.;

 

Capitalizing on the void of innovation in our industry by launching our new Ultima Series in early fiscal 2015, providing Medical Graphics with its next-generation portable, pulmonary diagnostic platform; and

 

Streamlining and repositioning MediSoft’s best-in-class product line while leveraging its modern manufacturing facility and capabilities.”

Fiscal 2014 Fourth Quarter

 

 

 

 

Gross margin for the quarter was 53.1% (56.6% for Medical Graphics only), compared to 57.8% in the fiscal 2013 fourth quarter. Gross margin for equipment, supplies and accessories was 49.4% for the quarter (53.1% for Medical Graphics only), compared to 55.6% for the prior year’s quarter. Gross margin for services was 69.4% for the fourth quarter, compared to 70.1% for the same period last year.

 

 

 

 

Fourth quarter 2014 general and administrative expenses totaled $1.7 million, or 18% of revenue, compared to $1.2 million, or 13% of revenue in the comparable quarter last year. This increase is primarily due to MediSoft expenses of $270,000, acquisition expenses of $171,000 and workforce restructuring costs of $187,000.

 

 

 

 

Sales and marketing expenses were $2.6 million, or 27% of revenue, down from $2.9 million, or 32% of revenue in the 2013 fourth quarter. This decrease is primarily due to lower selling expenses as a result of lower equipment sales, offset by MediSoft sales and marketing expenses of $480,000.

 

 

 

 

Research and development expenses were $791,000, or 8% of revenue in the fiscal 2014 fourth quarter, up from $363,000, or 4% of revenue in last year’s fourth quarter. This increase is primarily due to MediSoft expenses of $129,000, new product development expenses of $161,000 and the absence of an expense credit under the State of Minnesota Credit for Increasing Research Activities, which the Company claimed during the fourth quarter of fiscal 2013 in the amount of $294,000.

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“We remain dedicated to reengineering our existing products, developing new innovative products and forming strategic partnerships to more effectively address the void of new product releases that has existed in both the domestic and international market for the past decade,” continued Austin. “During fiscal 2014, we invested approximately 9% of total revenues into R&D projects to enhance and expand our product offerings. We will continue to appropriately allocate resources to keep our products and technologies on the leading edge of the market.”

Business Outlook

Austin concluded, “The combination of a strong selling team, a winning service model, focused expense management, R&D and new-product investment, improved international market exposure through MediSoft and key strategic partnerships, now enable us to deliver comprehensive cardiorespiratory products and services that significantly enhance our platform for success. Looking ahead, our prospects for revenue growth appear more positive based on industry reports and customer feedback indicating that capital equipment purchases are expected to pick up in the near term. Finally, based on our integration efforts to date, and feedback we have received from the markets that MediSoft serves, we expect that MediSoft will be accretive to our fiscal 2015 results. We are very confident in the future of MGC Diagnostics.”

Full Year Highlights:

 

 

Total year fiscal 2014 revenues were $30.0 million, compared to $31.6 million in fiscal 2013.

 

 

Fiscal 2014 domestic equipment, supplies and accessories revenues decreased 14.8% to $17.3 million, compared to $20.3 million for fiscal 2013. Fiscal 2014 domestic equipment and accessories revenues include only 48 competitive conversions ($2.9 million), compared to 102 competitive conversions ($6.3 million) during fiscal 2013. Excluding the effect of revenue from competitive conversions in each period, domestic equipment and accessories revenue generated from existing customers grew 4.5% in fiscal 2014, compared to fiscal 2013.

 

 

Domestic service revenues increased 24.3% to $6.4 million, compared to $5.1 million for fiscal 2013. The Attachment Rate, which reflects the percentage of Extended Service Contracts added at the point of sale to customer equipment purchases, was 32% for fiscal 2014, which is up from 27% in fiscal 2013.

 

 

International equipment, supplies and accessories revenues grew 2.6% to $6.3 million, compared to $6.2 million for fiscal 2013. Excluding MediSoft’s fiscal 2014 revenue of $1.3 million, international equipment, supplies and accessories revenues fell 18.8% due to lower sales in Latin America and Canada.

 

 

Gross margin was 55.0% (56.1% for Medical Graphics only), compared to 56.0% for fiscal 2013. Gross margin for equipment, supplies and accessories was 51.6% (52.9% for Medical Graphics only), compared to 53.1% for fiscal 2013. Gross margin for services was 67.7%, compared to 70.5% for fiscal 2013.

 

 

Operating expenses were $17.3 million, compared to $16.3 million for fiscal 2013. Operating expenses for Medical Graphics and MediSoft were $16.3 million and $948,000, respectively, for fiscal 2014. During fiscal 2014, Medical Graphics incurred one-time expenses related to the acquisition of MediSoft ($1.1 million) and workforce restructuring costs ($212,000).

 

 

Operating loss was ($767,000), compared to operating income of $1.4 million for fiscal 2013. Medical Graphics and MediSoft had operating losses of ($229,000) and ($538,000), respectively, for fiscal 2014.

3



 

 

Net loss was ($1.1 million) or $(0.26) per share, compared to net income of $1.4 million, or $0.34 per share for fiscal 2013. Medical Graphics and MediSoft incurred net losses of ($652,000) and ($448,000), respectively, for fiscal 2014.

Net Operating Loss Carryforwards

At October 31, 2014, the Company, through its Medical Graphics subsidiary, had federal net operating loss carryforwards of approximately $13.0 million, not subject to IRC annual limitations on use. These loss carryforwards will expire in years 2018 through 2034. Net operating loss carryforwards from the Company’s international tax jurisdictions were approximately $3.0 million. These loss carryforwards do not expire.

Conference Call

The Company has scheduled a conference call for Wednesday, January 7, 2015 at 4:30 p.m. ET to discuss its financial results for the fourth quarter and fiscal year 2014.

Participants can dial (877) 317-6789 or (412) 317-6789 to access the conference call, or listen via a live Internet webcast on the Company’s website at www.mgcdiagnostics.com. A replay of the conference call will be available by dialing (877) 344-7529 or (412) 317-0088, confirmation code10057214, through January 12, 2015. A webcast replay of the conference call will be accessible on the Company’s website at www.mgcdiagnostics.com for 90 days.

About MGC Diagnostics

MGC Diagnostics Corporation (NASDAQ: MGCD), is a global medical technology company dedicated to cardiorespiratory health solutions. The Company, through its Medical Graphics Corporation and MediSoft SA subsidiaries, develops, manufactures and markets non-invasive diagnostic systems. This portfolio of products provides solutions for disease detection, integrated care, and wellness across the spectrum of cardiorespiratory healthcare. The Company’s products are sold internationally through distributors and in the United States through a direct sales force targeting heart and lung specialists located in hospitals, university-based medical centers, medical clinics, physicians’ offices, pharmaceutical companies, medical device manufacturers, and clinical research organizations (CROs). For more information about MGC Diagnostics, visit www.mgcdiagnostics.com.

Cautionary Statement Regarding Forward Looking Statements

From time to time, in reports filed with the Securities and Exchange Commission, in press releases, and in other communications to shareholders or the investing public, MGC Diagnostics Corporation may make forward-looking statements concerning possible or anticipated future financial performance, business activities or plans that include the words “believes,” “expects,” “anticipates,” “intends” or similar expressions. For these forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in federal securities laws. These forward-looking statements are subject to a number of factors, risks and uncertainties, including those disclosed in our periodic filings with the SEC, that could cause actual performance, activities or plans after the date the statements are made to differ significantly from those indicated in the forward-looking statements. For a list of these factors, see the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements,” in the Company’s Form 10-K for the year ended October 31, 2013, and any updates in subsequent filings on Form 10-Q or Form 8-K under the Securities Exchange Act of 1934.

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Contacts

 

 

 

 

 

Company

 

Investors

 

Media

Wesley W. Winnekins

 

Joe Dorame, Robert Blum, Joe Diaz

 

Al Galgano, David Heinsch

MGC Diagnostics Corporation

 

Lytham Partners, LLC

 

PadillaCRT

Chief Financial Officer

 

(602) 889-9700

 

(612) 455-1700

(651) 484-4874

 

mgcd@lythampartners.com

 

Al.Galgano@padillacrt.com

 

 

 

 

David.heinsch@padillacrt.com


(Financial Tables to Follow)










5


MGC DIAGNOSTICS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
October 31, 2014 and 2013

(In thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

October 31,
2014

 

October 31,
2013

 

Assets

 

(Unaudited)

 

 

 

Current Assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

5,675

 

$

10,574

 

Accounts receivable, net of allowance for doubtful accounts of $228 and $147, respectively

 

 

7,068

 

 

8,048

 

Inventories, net of obsolescence reserve of $387 and $306, respectively

 

 

5,548

 

 

3,499

 

Current deferred income tax assets

 

 

20

 

 

 

Prepaid expenses and other current assets

 

 

1,926

 

 

1,102

 

Total current assets

 

 

20,237

 

 

23,223

 

Property and equipment, net of accumulated depreciation of $4,180 and $4,094, respectively

 

 

3,469

 

 

779

 

Intangible assets, net

 

 

4,375

 

 

2,189

 

Goodwill

 

 

4,196

 

 

 

Other non-current assets

 

 

67

 

 

 

Total Assets

 

$

32,344

 

$

26,191

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

3,161

 

$

1,871

 

Employee compensation

 

 

1,664

 

 

1,945

 

Deferred income

 

 

3,804

 

 

3,091

 

Current portion of long-term debt

 

 

800

 

 

 

Other current liabilities and accrued expenses

 

 

1,042

 

 

905

 

Total current liabilities

 

 

10,471

 

 

7,812

 

Long-term liabilities:

 

 

 

 

 

 

 

Long-term debt, less current portion

 

 

3,000

 

 

 

Non-current deferred income tax liabilities

 

 

484

 

 

 

Long-term deferred income and other

 

 

2,884

 

 

2,535

 

Total Liabilities

 

 

16,839

 

 

10,347

 

Commitments and Contingencies

 

 

 

 

 

 

 

Shareholders’ Equity:

 

 

 

 

 

 

 

Common stock, $0.10 par value, authorized 25,000,000 shares, 4,255,593 and 4,193,990 shares issued and 4,198,558 and 4,127,896 shares outstanding in 2014 and 2013, respectively

 

 

420

 

 

413

 

Undesignated shares, authorized 5,000,000 shares, no shares issued and outstanding

 

 

 

 

 

Additional paid-in capital

 

 

23,470

 

 

22,606

 

Accumulated deficit

 

 

(8,271

)

 

(7,175

)

Accumulated other comprehensive loss

 

 

(114

)

 

 

Total Shareholders’ Equity

 

 

15,505

 

 

15,844

 

Total Liabilities and Shareholders’ Equity

 

$

32,344

 

$

26,191

 

6


MGC DIAGNOSTICS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive (Loss) Income
(In thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months ended
October 31,

 

Year Ended
October 31,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment, supplies and accessories revenues

 

$

7,926

 

$

7,739

 

$

23,663

 

$

26,516

 

Service revenues

 

 

1,778

 

 

1,402

 

 

6,369

 

 

5,124

 

 

 

 

9,704

 

 

9,141

 

 

30,032

 

 

31,640

 

Cost of revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of equipment, supplies and accessories revenues

 

 

4,008

 

 

3,438

 

 

11,443

 

 

12,423

 

Cost of service revenues

 

 

545

 

 

419

 

 

2,058

 

 

1,511

 

 

 

 

4,553

 

 

3,857

 

 

13,501

 

 

13,934

 

Gross margin

 

 

5,151

 

 

5,284

 

 

16,531

 

 

17,706

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

 

2,617

 

 

2,884

 

 

8,519

 

 

9,256

 

General and administrative

 

 

1,718

 

 

1,157

 

 

5,878

 

 

4,762

 

Research and development

 

 

791

 

 

363

 

 

2,805

 

 

2,241

 

Amortization of intangibles

 

 

76

 

 

5

 

 

96

 

 

21

 

 

 

 

5,202

 

 

4,409

 

 

17,298

 

 

16,280

 

Operating (loss) income

 

 

(51

)

 

875

 

 

(767

)

 

1,426

 

Interest expense (income)

 

 

65

 

 

 

 

69

 

 

(1

)

Foreign currency loss

 

 

397

 

 

 

 

455

 

 

 

(Loss) income before taxes

 

 

(513

)

 

875

 

 

(1,291

)

 

1,427

 

Provision for (benefits from) taxes

 

 

(237

)

 

39

 

 

(191

)

 

70

 

Net (loss) income

 

$

(276

)

$

836

 

$

(1,100

)

$

1,357

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.07

)

$

0.20

 

$

(0.26

)

$

0.34

 

Diluted

 

$

(0.07

)

$

0.20

 

$

(0.26

)

$

0.34

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

4,198

 

 

4,091

 

 

4,171

 

 

3,982

 

Diluted

 

 

4,198

 

 

4,192

 

 

4,171

 

 

4,045

 

Dividends declared per share

 

$

 

$

 

$

 

$

0.45

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(276

)

$

836

 

$

(1,100

)

$

1,357

 

Other comprehensive loss; net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of foreign currency translation adjustments

 

 

(94

)

 

 

 

(114

)

 

 

Comprehensive (loss) income

 

$

(370

)

$

836

 

$

(1,214

)

$

1,357

 

7


MGC DIAGNOSTICS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)

 

 

 

 

 

 

 

 

 

 

Year ended October 31,

 

 

 

2014

 

2013

 

 

 

(Unaudited)

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net (loss) income

 

$

(1,100

)

$

1,357

 

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation

 

 

366

 

 

247

 

Amortization

 

 

215

 

 

119

 

Stock-based compensation

 

 

441

 

 

445

 

Deferred income taxes

 

 

(212

)

 

 

Loss on foreign currency

 

 

455

 

 

 

Increase in allowance for doubtful accounts

 

 

81

 

 

49

 

Increase (decrease) in inventory obsolescence reserve

 

 

81

 

 

(67

)

Loss (gain) on disposal of equipment

 

 

4

 

 

(2

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

1,923

 

 

(2,387

)

Inventories

 

 

(1,459

)

 

289

 

Prepaid expenses and other current assets

 

 

(689

)

 

(470

)

Accounts payable

 

 

265

 

 

(223

)

Employee compensation

 

 

(586

)

 

196

 

Deferred income

 

 

839

 

 

2,712

 

Other current liabilities and accrued expenses

 

 

(296

)

 

231

 

Net cash provided by operating activities

 

 

328

 

 

2,496

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Net proceeds from sale of discontinued operations

 

 

 

 

150

 

Proceeds from sale of property and equipment

 

 

 

 

3

 

Purchases of property and equipment and intangible assets

 

 

(1,226

)

 

(1,055

)

Net assets of business acquired, net of cash received

 

 

(7,644

)

 

 

Net cash used in investing activities

 

 

(8,870

)

 

(902

)

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from long-term borrowing

 

 

4,000

 

 

 

Payment of debt issuance costs

 

 

(71

)

 

 

Payments on long-term borrowings

 

 

(200

)

 

 

Dividends paid

 

 

(30

)

 

(1,805

)

Proceeds from issuance of common stock under employee stock purchase plan

 

 

138

 

 

128

 

Proceeds from the exercise of stock options

 

 

6

 

 

1,044

 

Repurchase of common stock upon vesting of restricted stock awards

 

 

(123

)

 

(52

)

Repurchase of common stock

 

 

(4

)

 

 

Net cash (used in) provided by financing activities

 

 

3,716

 

 

(685

)

Effect of exchange rates on cash

 

 

(73

)

 

 

Net (decrease) increase in cash and cash equivalents

 

 

(4,899

)

 

909

 

Cash and cash equivalents at beginning of year

 

 

10,574

 

 

9,665

 

Cash and cash equivalents at end of year

 

$

5,675

 

$

10,574

 

 

 

 

 

 

 

 

 

Cash paid for taxes

 

$

75

 

$

29

 

Cash paid for interest

 

 

54

 

 

 

Supplemental non-cash items:

 

 

 

 

 

 

 

Current and non-current liabilities issued for leasehold improvements

 

 

33

 

 

210

 

Common stock issued for long-term liability

 

 

 

 

67

 

Accrued dividends (reversal)

 

 

(4

)

 

43

 

Warrants issued for acquisition

 

 

421

 

 

 

8