UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2015
ALERE INC.
(Exact name of registrant as specified in charter)
| Delaware | 1-16789 | 04-3565120 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
51 Sawyer Road, Suite 200, Waltham, Massachusetts 02453
(Address of Principal Executive Offices) (Zip Code)
(781) 647-3900
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) amends the Current Report on Form 8-K of Alere Inc., dated November 4, 2015 (the “Original Form 8-K”). This Form 8-K/A is being filed to make corrections relating to the allocation of cost of net revenue between segments included in the non-GAAP reconciliation statements included in Exhibit 99.1 to the Original Form 8-K, as described in more detail in Item 2.02 below.
| Item 2.02. | Results of Operations and Financial Condition. |
On November 4, 2015, Alere Inc. (the “Company”) announced its financial results for the fiscal quarter ended September 30, 2015. The press release issued in connection with the announcement, which was furnished as Exhibit 99.1 to the Original Form 8-K, contained errors to the table captioned “Reconciliations of Gross Profit/Margin to Non-GAAP Adjusted Gross Profit/Margin – Professional Diagnostics Segment” for the three months ended September 30, 2015. Specifically, the following adjustments are being made to that table (amount in thousands):
| Amounts reported in Original Form 8-K | Corrected Amounts | |||||||
| Cost of net revenue |
$ | 292,156 | $ | 308,976 | ||||
| Non-GAAP adjusted cost of net revenue |
$ | 275,174 | $ | 291,994 | ||||
| Non-GAAP adjusted gross profit |
$ | 305,254 | $ | 288,434 | ||||
| Non-GAAP adjusted gross margin |
52.6 | % | 49.7 | % | ||||
The following is this table presented in its entirety:
| Professional Diagnostics Segment | Three Months Ended September 30, 2014 (1) |
Three Months Ended June 30, 2015 |
Three Months Ended September 30, 2015 |
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| Net product sales and services revenue |
$ | 628,012 | $ | 598,817 | $ | 579,998 | ||||||||||||||||||
| Adjustment related to acquired software license contracts |
324 | 200 | 430 | |||||||||||||||||||||
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| Non-GAAP adjusted net product sales and services revenue |
628,336 | 599,017 | 580,428 | |||||||||||||||||||||
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| Cost of net revenue |
329,013 | 312,068 | 308,976 | |||||||||||||||||||||
| Less adjustments: |
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| Amortization of acquisition-related intangible assets |
15,659 | 13,112 | 16,133 | |||||||||||||||||||||
| Stock-based compensation expense |
291 | 287 | 326 | |||||||||||||||||||||
| Restructuring charges |
5,654 | 897 | 523 | |||||||||||||||||||||
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| Non-GAAP adjusted cost of net revenue |
307,409 | 297,772 | 291,994 | |||||||||||||||||||||
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| Non-GAAP adjusted gross profit/margin |
$ | 320,927 | 51.1 | % | $ | 301,245 | 50.3 | % | $ | 288,434 | 49.7 | % | ||||||||||||
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Note:
| (1) | Restated to reflect the impact of discontinued operations and the impact of a change in segment reporting |
The information provided under this Form 8-K/A (including Exhibit 99.1) is “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALERE INC. | ||||||
| Date: November 5, 2015 | By: | /s/ James F. Hinrichs | ||||
| Name: James F. Hinrichs | ||||||
| Title: Executive Vice President & Chief Financial Officer | ||||||
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