Nordion Inc.(TSX: NDN) (NYSE: NDZ):
- Revenue of $56.1 million in Q2 2013, an increase of 12% over Q2 2012
- Adjusted loss per share, excluding specified items, of $0.03 in Q2 2013, down from adjusted earnings per share of $0.08 in Q2 2012. GAAP EPS of $0.01 in Q2 2013 versus $0.05 EPS in Q2 2012
- Agreement signed on May 23, 2013 to divest the Targeted Therapies business to BTG plc (BTG) for a cash purchase price of $200 million
Nordion reports in U.S. dollars unless otherwise specified
Nordion Inc. (TSX: NDN) (NYSE: NDZ), a leading provider of products and services to the global health science market, today reported results for the second quarter of fiscal 2013. The Company generated $56.1 million in revenue for the second quarter fiscal 2013, an increase of $6.1 million, or 12%, over revenue of $50.0 million for the same period in fiscal 2012.
Excluding the specified items shown on the attached non-GAAP reconciliation table, adjusted net loss for the second quarter decreased to $1.8 million from adjusted net income of $4.8 million during the same period in the previous fiscal year. Nordion had GAAP net income of $0.7million in second quarter fiscal 2013, which decreased by $2.5 million from GAAP net income of $3.2 million in the second quarter fiscal 2012.
Second quarter fiscal 2013 adjusted non-GAAP loss per share decreased to $0.03 compared with $0.08 non-GAAP earnings per share (EPS) in the second quarter of 2012. GAAP EPS was $0.01 in the second quarter of 2013 versus $0.05 EPS in the same period last year.
“Nordion’s second quarter results were within our expectations across all three businesses,” said Mr. Steve West, Chief Executive Officer, Nordion Inc. “We also made progress on our strategic review, reaching an agreement to divest the Targeted Therapies business to BTG, which we believe unlocks value for our shareholders and leaves us with a focused specialty isotopes business going forward.”
Consolidated Financial Results
GAAP
Three months ended April 30 | Six months ended April 30 | |||||||||||||||
(thousands of U.S. dollars, | 2013 | 2012 |
% | 2013 | 2012 |
% | ||||||||||
Revenues | $ | 56,089 | 50,013 | 12% | $ | 109,753 | 103,028 | 7% | ||||||||
Gross margin | 53% | 51% | 2% | 53% | 51% | 2% | ||||||||||
Net income | $ | 731 | 3,221 | (77%) | $ | 462 | 2,334 | (80%) | ||||||||
Diluted earnings per share | $ | 0.01 | 0.05 | (80%) | $ | 0.01 | 0.04 | (75%) | ||||||||
Cash and cash equivalents | $ | 81,534 | 77,800 | 5% | $ | 81,534 | 77,800 | 5% | ||||||||
Weighted average number of | 61,909 | 61,981 | - | 61,909 | 62,114 | - |
Non-GAAP1
Three months ended April 30 | Six months ended April 30 | |||||||||||||||
(thousands of U.S. dollars, | 2013 | 2012 |
% | 2013 | 2012 |
% | ||||||||||
Adjusted net (loss) income | $ | (1,755) | 4,793 | (137%) | $ | 2,345 | 11,918 | (80%) | ||||||||
Adjusted diluted (loss) earnings per share | $ | (0.03) | $ | 0.08 | (138%) | $ | 0.04 | $ | 0.19 | (79%) |
1 See Non-GAAP reconciliation table at the end of this release
Agreement to Divest Targeted Therapies Business to BTG plc
In
May 2013, subsequent to the company’s second fiscal quarter, Nordion
announced that it had entered into an agreement to divest its Targeted
Therapies business to BTG, an international specialist healthcare
company based in London, United Kingdom, for a cash purchase price of
$200 million. Net of cash taxes and transaction costs, Nordion expects
to realize approximately $185 million in cash on closing. Under the
terms of the transaction agreements, BTG is expected to acquire the
Targeted Therapies business and Nordion has agreed to continue
manufacturing TheraSphere® under a Manufacturing and Support Agreement
with a contract term of three years, plus up to a two-year extension at
BTG’s option. Approximately 40 Nordion employees are expected to join
BTG following the completion of this transaction. Subsequent to second
fiscal quarter, the company sought consent from our credit facility
lenders for the divestiture of the Targeted Therapies business to BTG.
The closing of this transaction is subject to customary closing
conditions and approval by BTG’s shareholders. The transaction is
anticipated to be completed by the end of June 2013.
The decision to divest Targeted Therapies was made as part of Nordion’s ongoing strategic review with the assistance of the Company’s financial advisor, Jefferies LLC, as announced on January 28, 2013.
Second Quarter Fiscal 2013 Segment Results
Targeted Therapies
TheraSphere® revenue for second quarter
fiscal 2013 of $13.2 million increased by $0.8 million or 6%, compared
with second quarter fiscal 2012.
TheraSphere segment earnings of $1.1 million in second quarter fiscal 2013 decreased $2.8 million or 72%, compared with second quarter fiscal 2012 primarily as a result of the Company’s increased expenses on TheraSphere sales and marketing, increased clinical trial expenses, and an increase in general and administrative costs required to support the growth of the TheraSphere product.
Sterilization Technologies
Sterilization Technologies
revenue for second quarter fiscal 2013 of $20.2 million increased by
$5.4 million or 36%, compared with second quarter fiscal 2012. Revenue
from Cobalt of $20.1 million in second quarter fiscal 2013 increased by
$6.2 million or 45% due to quarterly variability of timing of shipments
to our customers and the relative difference in mix of customers in each
respective period.
Sterilization-Other revenue of $0.1 million decreased by $0.9 million or 90% in second quarter fiscal 2013, compared with second quarter fiscal 2012 primarily due to a decrease in production irradiator refurbishments.
Sterilization Technologies segment earnings of $6.4 million increased $2.9 million or 83% in second quarter fiscal 2013 compared with second quarter fiscal 2012 mainly due to higher Cobalt revenue, partially offset by higher selling, general and administrative costs.
Medical Isotopes
Medical Isotopes revenue for second quarter
fiscal 2013 of $22.7 million was unchanged compared with second quarter
fiscal 2012. Reactor isotopes revenue of $17.2 million was relatively
flat compared with the same period in fiscal 2012.
The primary reactor in Europe, used to supply certain of the Company’s segment competitors, has been shut down since November 2012 with a restart planned during June 2013, as indicated by the reactor’s operator. Based on potential additional orders resulting from this shutdown, the Company forecasts a mitigated decline in fiscal 2013 Medical Isotopes revenue of approximately 10%, excluding the potential impact of TheraSphere contract manufacturing, compared with an original annual forecast decline of 20% from fiscal 2012 revenue.
On May 16, 2013, Nordion’s primary supplier of medical isotopes, AECL, reported that the NRU reactor at Chalk River, Ontario, returned to service from its planned maintenance shutdown. Initiated on April 14, 2013, the one month shutdown resulted in an interruption in Nordion’s supply of medical isotopes during the second and third quarters in fiscal 2013. Nordion’s production and sales resumed as expected and planned Molybdenum-99 shipments began the week of May 19, 2013.
Cyclotron isotopes revenues were higher by 6% for second quarter fiscal 2013 compared to the same period in fiscal 2012 primarily due to Strontium-82 sales, which began in April 2013. Contract manufacturing revenues decreased 11% in second quarter fiscal 2013, compared with the same period in the prior year.
Medical Isotopes segment earnings of $5.2 million in second quarter fiscal 2013 decreased $0.7 million or 12%, compared with second quarter fiscal 2012 mainly due to an increase in selling, general and administrative costs, which included an increase in annual incentive costs and pension expense.
Corporate and Other
The Corporate and Other segment incurred
a loss of $2.2 million in second quarter fiscal 2013, representing a
decrease of $0.6 million or 21%, compared with the second quarter fiscal
2012 primarily due to foreign exchange gains.
A full copy of Nordion’s second quarter fiscal 2013 Management’s Discussion and Analysis and the financial statements and notes can be downloaded at www.nordion.com/investors.
Conference Call
Nordion will hold a conference call on
Thursday, June 6, 2013 at 10:00 am ET to discuss its second quarter
fiscal 2013 results. This call will be webcast live at www.nordion.com,
and will be available after the call in archived format at http://www.nordion.com/webcasts.
Interested parties may access the live webcast of the conference call
from the Nordion website at www.nordion.com.
Participants will need to register for this call and provide their full
name, company name, phone number and email address to obtain the
conference call coordinates. Registered participants will join the call
using the coordinates (phone number, passcode, & personal PIN) provided
during the registration process. Please advise your participants to
print the coordinates when registering. The Self Registration URL link
is as follows:
http://selfreg6.bellconferia.ca/webportal3/reg.html?Acc=1790302020&Conf=125106
About Nordion Inc.
Nordion Inc. (TSX: NDN) (NYSE: NDZ) is a
global health science company that provides market-leading products used
for the prevention, diagnosis and treatment of disease. We are a leading
provider of targeted therapies, sterilization technologies, and medical
isotopes that benefit the lives of millions of people in more than 60
countries around the world. Our products are used daily by
pharmaceutical and biotechnology companies, medical-device
manufacturers, hospitals, clinics and research laboratories. Nordion has
approximately 500 highly skilled employees worldwide. Find out more at www.nordion.com
and follow us at twitter.com/NordionInc.
Caution Concerning Forward-Looking Statements
This releasecontains forward-looking statements, within the meaning of
applicable securities laws, including under applicable Canadian
securities laws and the “safe harbour” provisions of the United States
Private Securities Litigation Reform Act of 1995. These statements can
be identified by expressions of belief, expectation or intention, as
well as those statements that are not historical fact. The words “may”,
“will”, “could”, “should”, “would”, “outlook”, “believe”, “plan”,
“anticipate”, “estimate”, “project”, “expect”, “intend”, “indicate”,
“forecast”, “objective”, “optimistic”, and similar words and expressions
are also intended to identify forward-looking statements. In addition,
this release contains "forward-looking statements" relating to a
proposed transaction. The timing and completion of the proposed
transaction is subject to many conditions, risks and uncertainties,
including without limitation closing conditions, and there can be no
assurance that the proposed transaction will occur, or that it will
occur on the terms and conditions currently contemplated by the Nordion
and its management. The proposed transaction could be modified,
restructured or terminated. Forward-looking statements are necessarily
based on estimates and assumptions made by us in light of our experience
and our perception of historical trends, current conditions and expected
future developments, as well as other factors that we believe are
appropriate in the circumstances, but which are inherently subject to
significant business, political, economic and competitive uncertainties
and contingencies. Known and unknown factors could cause actual results
to differ materially from those projected in the forward-looking
statements. Accordingly, this release is subject to the disclaimer and
qualified by the assumptions, qualifications and risk factors referred
to in our 2012 Annual Information Form (AIF). Factors that could cause
actual results or events to differ materially from current expectations
include, but are not limited to, fluctuations in supply and demand,
pricing pressures and rising costs, changes in currency and exchange
rates and potential adverse developments in new and pending legal
proceedings or regulatory investigations, as well as the
risk factors which are described in section 5 of our 2012 AIF and in our
other filings with the Canadian provincial securities commissions and
the US Securities and Exchange Commission, and our success in
anticipating and managing those risks. We caution readers not to place
undue reliance on the Company’s forward-looking statements, as a number
of factors could cause our actual results, performance or achievements
to differ materially from the beliefs, plans, objectives, expectations,
anticipations, estimates and intentions expressed in such
forward-looking statements. The forward-looking statements contained in
this news release are made as of the date of this release and,
accordingly, are subject to change after such date. The Company does not
assume any obligation to update or revise any forward-looking
statements, whether written or oral, that may be made from time to time
by us or on our behalf, except as required by applicable law.
Additionally, we undertake no obligation to comment on expectations of,
or statements made by, third parties in respect of the proposed
transaction.
Non-GAAP Information
To supplement the financial measures
prepared in accordance with generally accepted accounting principles
(GAAP), the company uses non-GAAP financial measures such as adjusted
net income and adjusted earnings per share. Non-GAAP financial measures
exclude certain items, such as restructuring charges and recovery,
change in fair value of embedded derivatives, AECL arbitration and legal
fees, loss and gains on sales of investments, loss or gains on
discontinued operations, and tax effects on adjusted items. Management
uses non-GAAP financial measures internally for strategic decision
making, forecasting future results and evaluating current performance.
By disclosing non-GAAP financial measures, management intends to provide
investors with a meaningful, consistent comparison of the company's core
operating results and trends for the periods presented. Non-GAAP
financial measures are not prepared in accordance with GAAP. Therefore,
the information is not necessarily comparable to other companies and
should be considered as a supplement to, not a substitute for, or
superior to, the corresponding measures calculated in accordance with
GAAP.
Segment Financial Results (with reconciliation to net income)
Three months ended April 30 | Six month ended April 30 | ||||||||||||||||||
(thousands of U.S. dollars, except per share amounts) | 2013 | 2012 |
% | 2013 | 2012 |
% | |||||||||||||
Revenues | |||||||||||||||||||
Targeted Therapies | $ | 13,150 | $ | 12,392 | 6% | $ | 25,188 | $ | 23,404 | 8% | |||||||||
Sterilization Technologies | 20,194 | 14,842 | 36% | 36,624 | 30,978 | 18% | |||||||||||||
Medical Isotopes | 22,745 | 22,779 | - | 47,941 | 48,646 | (1%) | |||||||||||||
Consolidated segment | $ | 56,089 | $ | 50,013 | 12% | $ | 109,753 | $ | 103,028 | 7% | |||||||||
Segment earnings (loss) | |||||||||||||||||||
Targeted Therapies | $ | 1,062 | $ | 3,820 | (72%) | $ | 2,492 | $ | 6,933 | (64%) | |||||||||
Sterilization Technologies | 6,415 | 3,504 | 83% | 9,931 | 7,958 | 25% | |||||||||||||
Medical Isotopes | 5,174 | 5,905 | (12%) | 12,113 | 13,616 | (11%) | |||||||||||||
Corporate and Other | (2,210) | (2,815) | (21%) | (5,027) | (4,730) | 6% | |||||||||||||
Total segment earnings | $ | 10,441 | $ | 10,414 | - | $ | 19,509 | $ | 23,777 | (18%) | |||||||||
Depreciation and amortization | 3,054 | 5,158 | (41%) | 6,334 | 10,338 | (39%) | |||||||||||||
Restructuring charges, net | 41 | (5) | 920% | 52 | (653) | 108% | |||||||||||||
AECL arbitration and legal
costs | 131 | 1,941 | (93%) | 633 | 3,819 | (83%) | |||||||||||||
Litigation settlement loss | 1,300 | - | 100% | 1,300 | - | 100% | |||||||||||||
Pension settlement loss | - | - | - | 7,003 | - | 100% | |||||||||||||
Loss on Celerion note
receivable | - | - | - | 218 | 2,411 | (91%) | |||||||||||||
Recovery from previously
written off investments | (814) | - | (100%) | (814) | - | (100%) | |||||||||||||
Internal investigation costs | 4,510 | - | 100% | 8,634 | - | 100% | |||||||||||||
Strategic review costs | 616 | - | 100% | 616 | - | 100% | |||||||||||||
Change in fair value of
embedded derivatives | 493 | 171 | 188% | 206 | 6,425 | (97%) | |||||||||||||
Operating income (loss) | $ | 1,110 | $ | 3,149 | (65%) | $ | (4,673) | $ | 1,437 | (425%) | |||||||||
Net interest income | 110 | 376 | (71%) | 638 | 983 | (35%) | |||||||||||||
Income tax (expense) recovery | (489) | (304) | 61% | 4,497 | (86) | 5329% | |||||||||||||
Net income | $ | 731 | $ | 3,221 | (77%) | $ | 462 | $ | 2,334 | (80%) |
Non-GAAP Reconciliation
Three months ended April 30 | Six months ended April 30 | |||||||||||||||||||||
(thousands of U.S. dollars, except per share amounts) | 2013 | 2012 |
% | 2013 | 2012 |
% | ||||||||||||||||
Net income | $ | 731 | $ | 3,221 | (77%) | $ | 462 | $ | 2,334 | (80%) | ||||||||||||
Adjusted for specified items: | ||||||||||||||||||||||
Restructuring charges, net | 41 | (5) | 920% | 52 | (653) | 108% | ||||||||||||||||
Change in fair value of embedded
derivatives | 493 | 171 | 188% | 206 | 6,425 | (96%) | ||||||||||||||||
AECL arbitration and legal fees | 131 | 1,941 | (93%) | 633 | 3,819 | (83%) | ||||||||||||||||
Internal investigation costs | 4,510 | - | 100% | 8,634 | - | 100% | ||||||||||||||||
Loss on Celerion note receivable | - | - | - | 218 | 2,411 | (91%) | ||||||||||||||||
Pension settlement loss | - | - | - | 7,003 | - | 100% | ||||||||||||||||
Litigation settlement loss | 1,300 | - | 100% | 1,300 | - | 100% | ||||||||||||||||
Strategic review costs | 616 | - | 100% | 616 | - | 100% | ||||||||||||||||
Recovery from previously written off
investments | (814) | - | (100%) | (814) | - | (100%) | ||||||||||||||||
Tax effect on specified items listed above | (1,690) | (535) | (216%) | (4,597) | (2,418) | (90%) | ||||||||||||||||
Change in reserve for uncertain tax positions | (4,805) | - | (100%) | (12,906) | - | (100%) | ||||||||||||||||
Valuation allowance on deferred tax assets | (2,268) | - | (100%) | 1,538 | - | 100% | ||||||||||||||||
Adjusted net (loss) income | $ | (1,755) | $ | 4,793 | (137%) | $ | 2,345 | $ | 11,918 | (80%) | ||||||||||||
Diluted earnings per share | 0.01 | 0.05 | (80%) | 0.01 | 0.04 | (75%) | ||||||||||||||||
Adjusted diluted (loss) earnings per share | (0.03) | 0.08 | (138%) | 0.04 | 0.19 | (79%) | ||||||||||||||||
Weighted average number of Common shares outstanding – diluted (thousands of shares) | 61,909 | 61,981 | - | 61,909 | 62,114 | - |
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION [UNAUDITED] | April 30 | October 31 | |||||||
(thousands of U.S. dollars, except share amounts) | 2013 | 2012 | |||||||
ASSETS | |||||||||
Current assets | |||||||||
Cash and cash equivalents | $ | 81,534 | $ | 109,360 | |||||
Accounts receivable | 29,237 | 46,488 | |||||||
Notes receivable | 3,970 | 4,004 | |||||||
Inventories | 47,329 | 33,977 | |||||||
Income taxes recoverable | 17,168 | 23,951 | |||||||
Current portion of deferred tax assets | 4,057 | 4,141 | |||||||
Other current assets | 3,584 | 2,042 | |||||||
Total current assets | 186,879 | 223,963 | |||||||
Restricted cash | 39,422 | 3,906 | |||||||
Property, plant and equipment, net | 82,013 | 88,217 | |||||||
Deferred tax assets | 47,629 | 52,855 | |||||||
Long-term investments | 1,450 | 1,450 | |||||||
Other long-term assets | 50,928 | 58,190 | |||||||
Total assets | $ | 408,321 | $ | 428,581 | |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||
Current liabilities | |||||||||
Accounts payable | $ | 22,695 | $ | 18,783 | |||||
Accrued liabilities | 62,796 | 80,322 | |||||||
Income taxes payable | 2,408 | 9,494 | |||||||
Current portion of long-term debt | 4,108 | 4,190 | |||||||
Current portion of deferred revenue | 617 | 1,500 | |||||||
Total current liabilities | 92,624 | 114,289 | |||||||
Long-term debt | 38,252 | 39,141 | |||||||
Deferred revenue | 1,396 | 1,958 | |||||||
Long-term income taxes payable | 3,941 | 3,960 | |||||||
Other long-term liabilities | 71,654 | 74,468 | |||||||
Total liabilities | 207,867 | 233,816 | |||||||
Shareholders’ equity | |||||||||
Common shares at par – Authorized shares: unlimited; Issued and outstanding shares: 61,909,101 | 252,168 | 252,168 | |||||||
Additional paid-in capital | 85,558 | 84,726 | |||||||
Accumulated deficit | (265,012) | (265,474) | |||||||
Accumulated other comprehensive income | 127,740 | 123,345 | |||||||
Total shareholders’ equity | 200,454 | 194,765 | |||||||
Total liabilities and shareholders’ equity | $ | 408,321 | $ | 428,581 |
Please refer to the complete set of Consolidated Financial Statements for Q2 2013
CONSOLIDATED STATEMENTS OF OPERATIONS | Three months ended | Six months ended | |||||||||||||||
[UNAUDITED] | April 30 | April 30 | |||||||||||||||
(thousands of U.S. dollars, except per share amounts) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues | $ | 56,089 | $ | 50,013 | $ | 109,753 | $ | 103,028 | |||||||||
Costs and expenses | |||||||||||||||||
Direct cost of revenues | 26,157 | 24,586 | 52,016 | 50,044 | |||||||||||||
Selling, general and administration | 23,091 | 14,581 | 44,324 | 30,626 | |||||||||||||
Depreciation and amortization | 3,054 | 5,158 | 6,334 | 10,338 | |||||||||||||
Restructuring (recovery) charges | 41 | (5) | 52 | (653) | |||||||||||||
Change in fair value of embedded derivatives | 493 | 171 | 206 | 6,425 | |||||||||||||
Other expenses, net | 2,143 | 2,373 | 11,494 | 4,811 | |||||||||||||
Total costs and expenses | 54,979 | 46,864 | 114,426 | 101,591 | |||||||||||||
Operating income (loss) | 1,110 | 3,149 | (4,673) | 1,437 | |||||||||||||
Interest expense | (893) | (1,119) | (2,216) | (2,292) | |||||||||||||
Interest income | 1,003 | 1,495 | 2,854 | 3,275 | |||||||||||||
Income (loss) before income taxes | 1,220 | 3,525 | (4,035) | 2,420 | |||||||||||||
Income tax expense (recovery) | 489 | 304 | (4,497) | 86 | |||||||||||||
Net income | $ | 731 | $ | 3,221 | $ | 462 | $ | 2,334 | |||||||||
Basic and diluted earnings per share | $ | 0.01 | $ | 0.05 | $ | 0.01 | $ | 0.04 |
Please refer to the complete set of Consolidated Financial Statements for Q2 2013
CONSOLIDATED STATEMENTS OF CASH FLOWS [UNAUDITED] | Three months ended April 30 | Six months ended April 30 | |||||||||||||||
(thousands of U.S. dollars) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Operating activities | |||||||||||||||||
Net income | $ | 731 | $ | 3,221 | $ | 462 | $ | 2,334 | |||||||||
Adjustments to reconcile net income to cash (used in) provided by operating activities: | |||||||||||||||||
Items not affecting current cash flows | 4,336 | 5,928 | 17,145 | 13,932 | |||||||||||||
Changes in operating assets and liabilities | (10,164) | 4,695 | (8,592) | 6,963 | |||||||||||||
Cash (used in) provided by operating activities | (5,097) | 13,844 | 9,015 | 23,229 | |||||||||||||
Investing activities | |||||||||||||||||
Purchase of property, plant and equipment | (855) | (2,345) | (953) | (4,656) | |||||||||||||
Decrease (increase) in restricted cash | 832 | 166 | (35,327) | 466 | |||||||||||||
Cash used in investing activities | (23) | (2,179) | (36,280) | (4,190) | |||||||||||||
Financing activities | |||||||||||||||||
Payment of cash dividends | - | (6,198) | - | (12,436) | |||||||||||||
Repurchase and cancellation of Common shares | - | - | - | (3,521) | |||||||||||||
Cash used in financing activities | - | (6,198) | - | (15,957) | |||||||||||||
Effect of foreign exchange rate changes on cash and cash equivalents | (860) | 1,167 | (561) | 651 | |||||||||||||
Net (decrease) increase in cash and cash equivalents during the period | (5,980) | 6,634 | (27,826) | 3,733 | |||||||||||||
Cash and cash equivalents, beginning of period | 87,514 | 71,166 | 109,360 | 74,067 | |||||||||||||
Cash and cash equivalents, end of period | $ | 81,534 | $ | 77,800 | $ | 81,534 | $ | 77,800 |
Please refer to the complete set of Consolidated Financial Statements for Q2 2013
Contacts:
INVESTORS:
Ana Raman, 613-595-4580
investor.relations@nordion.com
or
MEDIA:
Tamra
Benjamin 613-592-3400 x 1022
tamra.benjamin@nordion.com