SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
February 23, 2015
Commission File Number: 000-50867
Syneron Medical Ltd.
(Translation of registrant’s name into English)
Industrial Zone, Yokneam Illit 20692, P.O.B. 550, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F S Form 40-F £
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes £ No S
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
Attached hereto and incorporated herein by reference is a press release of the Company, dated February 20, 2015, entitled “Syneron Medical Reports Record Revenue of $74.1 Million for the Fourth Quarter 2014”.
This Form 6-K is incorporated by reference into the Company’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission on November 16, 2004 (Registration No. 333-120559), on January 8, 2010 (Registration No. 333-164250), on January 15, 2010 (Registration No. 333-164351), and on December 9, 2013 (Registration No. 333-192729).
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, thereunto duly authorized.
| SYNERON MEDICAL LTD. | |||
| By: | /s/ Hugo Goldman | ||
| Name: Hugo Goldman | |||
| Title: Chief Financial Officer | |||
Date: February 23, 2015
Syneron Medical Reports Record Revenue of $74.1 Million for the Fourth
Quarter 2014
Total revenue up 23.7% y/y; North America product revenue up 50.2% y/y
Generated $13.3 million in cash from operations
Successful commercial launches of UltraShape and PicoWay
Yokneam, Israel, February 18, 2015 – Syneron Medical Ltd. (NASDAQ:ELOS), a leading global aesthetic device company, today announced financial results for the three month period ended December 31, 2014.
Fourth Quarter 2014 and Fourth Quarter 2013 Highlights on a Pro-Forma1 (Excluding Syneron Beauty) and Non-GAAP2 Basis:
| · | Record revenue of $74.1 million, up 23.7% year-over-year. |
| · | North American product sales grew 50.2% year-over-year. |
| · | International sales grew 15.4%, including 17.5% product growth in the EMEA region and 31.4% product growth in the Asia-Pacific region. |
| · | Non-GAAP gross margin of 55.7%, compared to 55.0% in Q4 2013. |
| · | Generated $13.3 million in cash from operations; ended year with $110.4 million in cash and cash equivalents, and no debt. |
| · | Sold 53 UltraShape systems, bringing U.S. installed base at year-end to 95 systems. |
| · | Generated $2.6 million in PicoWay sales from launch in mid-November. |
Full Year 2014 and Full Year 2013 Highlights on a Pro-Forma3 (Excluding Syneron Beauty) and Non-GAAP4 Basis:
| · | Total revenue of $255.8 million, up 10.2% year-over-year. |
| · | Grew non-GAAP operating income by 9.4% to $12.9 million despite significant investments in growth initiatives. |
| · | Generated $17.0 million in cash from operations, compared to negative cash from operations of $(23.0) million in 2013. |
Revenue5: Fourth quarter 2014 revenue was $74.1 million, up 23.7%, compared to $59.9 million in the fourth quarter 2013 on a pro forma basis (excluding Syneron Beauty). Fourth quarter 2013 reported revenue was $64.3 million (including Syneron Beauty). Fourth quarter 2014 revenue was negatively impacted by $1.6 million as a result of changes in foreign currency exchange rates, primarily due to the devaluation of the Euro and Japanese Yen against the U.S. dollar as compared to the fourth quarter 2013.
1 The fourth quarter 2014 year-over-year comparisons are on a pro-forma basis, excluding Syneron Beauty from the fourth 2013 results following its de-consolidation as of December 8, 2013.
2 The fourth quarter 2014 year-over-year comparisons are on a non-GAAP basis, excluding items set forth in the section titled “Non-GAAP Financial Highlights for the Fourth Quarter Ended December 31, 2014.”
3 The full year 2014 year-over-year comparisons are on a pro-forma basis, excluding Syneron Beauty from the full year 2013 results following its de-consolidation as of December 8, 2013.
4 The full year 2014 year-over-year comparisons are on a non-GAAP basis, excluding items set forth in the section titled “Non-GAAP Financial Highlights for the Full Year Ended December 31, 2014.”
5 The fourth quarter 2014 year-over-year comparisons are on a pro-forma basis, excluding Syneron Beauty from the fourth quarter 2013 results following its de-consolidation as of December 8, 2013.
Amit Meridor, Chief Executive Officer of Syneron, said, “The fourth quarter 2014 was our strongest quarter ever, with robust growth in North American product revenue, driven by the commercial launch of UltraShape in the U.S., the global PicoWay launch, and solid results across the rest of our product portfolio and regions. During the quarter we were pleased that we began to realize the benefits of our sales and marketing investments in North America made over the course of the year. For the full year, we achieved double-digit revenue growth and generated $17 million of cash. Importantly, we achieved these results while continuing to invest in several growth initiatives, which position us for continued improvement in our financial results in 2015 and beyond.”
Mr. Meridor concluded, “There was strong interest in UltraShape and PicoWay during the fourth quarter, which gives us confidence as we continue to launch these innovative systems in 2015. We recently hired a CEO for our North American business and a Chief Brand Officer with deep experience in consumer marketing in order to further enhance our customer relationships and consumer awareness of our products, in particular the UltraShape procedure. Given the positive early reception to our recent new product launches and our investments in the business, we believe we have a significant opportunity to accelerate growth.”
Hugo Goldman, Chief Financial Officer of Syneron, said, “In addition to the strong revenue growth in the quarter, we achieved operating margin expansion associated with new product launches and leverage benefits from our investments in sales and marketing, primarily in North America. It also includes benefits from our focus on improving operating efficiencies, which are also reflected in the 9.4% increase in our full year operating income to $12.9 million. We generated $13.3 million of cash, our third consecutive quarter of positive cash flow. This positive momentum allowed us to put in place a $20 million share repurchase program, which we begun implementing just before our blackout period started and repurchased approximately $0.5 million during the quarter. We ended the year with a strong balance sheet with $110.4 million in cash and no debt. We also achieved another quarter with improvements in working capital, which we are monitoring closely. This helped drive an improvement in days sales outstanding to 68 days, down from 78 days last quarter and 82 days at the end of 2013, and more favorable inventory levels.”
Non-GAAP Financial Highlights for the Fourth Quarter Ended December 31, 20146:
Gross Margin for the fourth quarter 2014 was 55.7%, up from 55.0% in the fourth quarter 2013, reflecting a more favorable geographic and product mix, particularly with strong product growth in North America, partially offset by a lower and less favorable mix of recurring and service revenue.
6 The fourth quarter 2014 year-over-year comparisons in the section titled “Non-GAAP Financial Highlights for the Fourth Quarter Ended December 31, 2014” are on a pro-forma basis, excluding Syneron Beauty from the fourth quarter 2013 results following its de-consolidation as of December 8, 2013.
Operating Income for the fourth quarter 2014 was $5.2 million, up from $3.1 million in the fourth quarter 2013. This reflects improved operating leverage from the Company’s strategic investments in sales and marketing expenses related to the significant expansion of the Company’s North American sales force, including the establishment of a dedicated body shaping team.
Net Income and Earnings Per Share in the fourth quarter 2014 were $3.2 million, or $0.09 per share, compared to net income of $5.8 million, or $0.16 per share in the fourth quarter 2013. Fourth quarter 2013 net income and earnings per share included a net tax benefit of $3.3 million, or $0.09 per share, mainly related to the Company’s tax settlement with the Israeli authorities, which resulted in the conclusion of the Company’s Israeli tax audits for the years 2007 to 2011, partially offset by other tax charges. Excluding the net tax benefit described above, fourth quarter 2013 non-GAAP earnings per share would have been $0.07.
Net income and earnings per share for the fourth quarter 2014 are adjusted to exclude the following items, which are detailed in the Company's financial tables presented at the end of this press release:
| - | Amortization of acquired intangible assets of $1.5 million |
| - | Stock-based compensation of $0.7 million |
| - | Re-measurement of contingent consideration fair value of $(3.6) million |
| - | Impairment of intangible assets of $2.0 million |
| - | Fair Market Value (FMV) adjustment of $4.6 million |
| - | Income tax positive adjustment of $0.8 million |
| - | Other legal fees of $0.2 million |
GAAP Financial Highlights for the Fourth Quarter Ended December 31, 2014:
Gross Margin for the fourth quarter 2014 was 54.4%, up from 50.7% in the fourth quarter 2013. The increase in gross margin was primarily due to favorable geographic and product mix.
Operating loss for the fourth quarter 2014 was $(0.2) million, down from operating income of $2.2 million in the fourth quarter 2013. This loss includes an adjustment of $4.6 million related to a change in the fair market value of Iluminage Beauty from $24.7 million at its creation to $20.1 million at the end of 2014. The fourth quarter 2013 operating income included a one-time gain, net of deal related costs, of $6.0 million related to the Company’s investment in Iluminage Beauty commenced in December 2013.
Net Loss and Loss Per Share in the fourth quarter 2014 was $(1.4) million, or $(0.04) per share. This compared to net income of $9.7 million, or $0.27 per share, in the fourth quarter 2013. Fourth quarter 2013 net income and earnings per share included the one-time net-gain of $6 million mentioned above and a tax benefit of $4.8 million mainly related to the Company’s tax settlement of past years with the Israeli tax authorities, net of the approximately $4 million paid on trapped profits that was reported in November 2013 and $3.0 million other one-time tax benefit mainly related to U.S. entity consolidation implemented during the fourth quarter of 2013. Excluding the above items fourth quarter 2013 GAAP earnings per share would have been $0.02.
Cash Position: As of December 31, 2014, the Company’s cash and cash equivalents were $110.4 million, compared to $100.4 million as of September 30, 2014.
Use of Non-GAAP Measures and Pro-Forma Financials
This press release provides financial measures for gross margin, operating margin, operating income (loss), net income (loss) and earnings (loss) per share, which exclude expenses related to amortization of acquired intangible assets, stock-based compensation, re-measurement of contingent consideration fair value, impairment of intangible assets, Fair Market Value (FMV) adjustment, income tax adjustment and legal settlement, and are therefore not calculated in accordance with generally accepted accounting principles (GAAP). Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance because it reflects our ongoing operational results, operating margin, operating income (loss), net income (loss) and earnings (loss) per share. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management uses non-GAAP measures when evaluating the business internally and, therefore, believes it important to make these non-GAAP adjustments available to investors. A reconciliation of each GAAP to non-GAAP financial measure discussed in this press release is contained in the accompanying financial tables.
In addition, this press release provides pro forma financials that exclude revenues from Syneron Beauty following its de-consolidation as of December 8, 2013 in various comparable periods. A reconciliation of the comparable periods that include revenues from Syneron Beauty is contained in the accompanying financial tables.
Conference Call
Syneron management will host its fourth quarter 2014 earnings conference call today at 8:30 a.m. ET. Syneron will be broadcasting live via the Investor Relations section of its website, www.investors.syneron.com. To access the call, enter the Syneron Investor Relations website, then click on the webcast link “Q4 2014 Results Webcast.”
Participants are encouraged to log on at least 15 minutes prior to the conference call in order to download the applicable audio software. The call can be heard live or with an on-line replay which will follow. Those interested in participating in the call and the question and answer session should dial 877-280-1254 in the U.S., and 718-354-1158 from overseas. The conference pass code is: 7580957.
About Syneron Candela:
Syneron Candela is a leading global aesthetic device company with a comprehensive product portfolio and a global distribution footprint. The Company's technology enables physicians to provide advanced solutions for a broad range of medical-aesthetic applications including non-invasive fat destruction, body contouring, hair removal, wrinkle reduction, tattoo removal, improving the skin's appearance through the treatment of superficial benign vascular and pigmented lesions, and the treatment of acne, leg veins and cellulite. The Company sells its products under three distinct brands, Syneron, Candela and CoolTouch, and has a wide portfolio of trusted, leading products including UltraShape, VelaShape, GentleLase, VBeam Perfecta, PicoWay and elos Plus.
Founded in 2000, the corporate, R&D, and manufacturing headquarters for Syneron Candela are located in Israel. Syneron Candela also has R&D and manufacturing operations in the U.S. The company markets, services and supports its products in 86 countries. It has offices in North America, France, Germany, Italy, Portugal, Spain, UK, Australia, China, Japan, and Hong Kong and distributors worldwide.
For additional information, please visit http://www.syneron-candela.com.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Any statements contained in this document regarding future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Further, any statements that are not statements of historical fact (including statements containing “believes,” “anticipates,” “plans,” “expects,” “may,” “will,” “would,” “intends,” “estimates” and similar expressions) should also be considered to be forward-looking statements.
Forward-looking statements in this press release include optimism about future growth prospects and improvement in the Company’s financial results in 2015 and beyond attributable to higher growth in North America due to our expanded sales team, development of our new dedicated body shaping team, and advancement of our new product pipeline; and commercial launches of UltraShape and PicoWay. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the risks associated with the successful build-out of our North American sales force and its ability to enable us to generate more North American revenue and improve margins, the market acceptance of our new products, including the CoolTouch, UltraShape and PicoWay products, our ability to grow non-core market revenues, the continued stabilization of the Europe and Middle East and Asia Pacific markets, as well as those risks set forth in Syneron Medical Ltd.’s most recent Annual Report on Form 20-F, and the other factors described in the filings that Syneron Medical Ltd. makes with the SEC from time to time. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, Syneron Medical Ltd.’s actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements.
In addition, the statements in this document reflect the expectations and beliefs of Syneron Medical Ltd. as of the date of this document. Syneron Medical Ltd. anticipates that subsequent events and developments will cause its expectations and beliefs to change. However, while Syneron Medical Ltd. may elect to update these forward-looking statements publicly in the future, it specifically disclaims any obligation to do so. The forward-looking statements of Syneron Medical Ltd. do not reflect the potential impact of any future dispositions or strategic transactions that may be undertaken. These forward-looking statements should not be relied upon as representing Syneron Medical Ltd.’s views as of any date after the date of this document.
Syneron, the Syneron logo, UltraShape, eMatrix and elos are trademarks of Syneron Medical Ltd. and may be registered in certain jurisdictions. The elos (Electro-Optical Synergy) technology is a proprietary technology of Syneron Medical Ltd. All other names are the property of their respective owners.
Syneron Contacts:
Hugo Goldman, Chief Financial Officer, Syneron Medical
Email: hugo.goldman@syneron.com
Zack Kubow, The Ruth Group
646-536-7020
Email: zkubow@theruthgroup.com
Syneron Medical Ltd.
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except per share data)
| For the three-months ended | For the twelve-months ended | |||||||||||||||
| December 31, | December 31, | December 31, | December 31, | |||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Revenues | $ | 74,062 | $ | 64,282 | $ | 255,750 | $ | 256,915 | ||||||||
| Cost of revenues | 33,755 | 31,716 | 119,771 | 126,838 | ||||||||||||
| Gross profit | 40,307 | 32,566 | 135,979 | 130,077 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Sales and marketing | 23,136 | 21,006 | 80,741 | 82,445 | ||||||||||||
| General and administrative | 7,915 | 7,770 | 28,368 | 28,378 | ||||||||||||
| Research and development | 6,478 | 7,040 | 24,619 | 29,996 | ||||||||||||
| Other expenses (Income), net | 2,945 | (5,493 | ) | 4,468 | (4,623 | ) | ||||||||||
| Total operating expenses | 40,474 | 30,323 | 138,196 | 136,196 | ||||||||||||
| Operating loss | (167 | ) | 2,243 | (2,217 | ) | (6,119 | ) | |||||||||
| Financial Income (expenses), net | (316 | ) | 324 | (688 | ) | 26 | ||||||||||
| Loss before tax benefit | (483 | ) | 2,567 | (2,905 | ) | (6,093 | ) | |||||||||
| Taxes on income (Tax benefit) | 886 | (7,147 | ) | 2,295 | (7,640 | ) | ||||||||||
| Loss before non-controlling interest | (1,369 | ) | 9,714 | (5,200 | ) | 1,547 | ||||||||||
| Net loss attributable to non-controlling interest | - | - | - | 100 | ||||||||||||
| Loss attributable to Syneron shareholders | $ | (1,369 | ) | $ | 9,714 | $ | (5,200 | ) | $ | 1,647 | ||||||
| Loss per share: | ||||||||||||||||
| Basic and Diluted | ||||||||||||||||
| Income (Loss) before non-controlling interest | $ | (0.04 | ) | $ | 0.27 | $ | (0.14 | ) | $ | 0.04 | ||||||
| Net loss attributable to non-controlling interest | - | - | - | - | ||||||||||||
| Net loss attributable to Syneron shareholders | $ | (0.04 | ) | $ | 0.27 | $ | (0.14 | ) | $ | 0.04 | ||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic and Diluted | 36,770 | 36,208 | 36,703 | 35,922 | ||||||||||||
Syneron Medical Ltd.
Condensed Consolidated Balance Sheets
(in thousands)
| December 31, | December 31, | |||||||
| 2014 | 2013(*) | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 57,189 | $ | 37,583 | ||||
| Short-term bank deposits | 6,414 | 16,453 | ||||||
| Available-for-sale marketable securities | 30,055 | 28,933 | ||||||
| Trade receivable, net | 55,899 | 54,229 | ||||||
| Other accounts receivables and prepaid expenses | 13,536 | 14,262 | ||||||
| Inventories | 36,894 | 34,707 | ||||||
| Total current assets | 199,987 | 186,167 | ||||||
| Long-term assets: | ||||||||
| Severance pay fund | 481 | 565 | ||||||
| Long-term deposits and others | 1,477 | 1,509 | ||||||
| Long-term available-for-sale marketable securities | 16,785 | 25,571 | ||||||
| Investment in affiliated company | 20,130 | 24,720 | ||||||
| Property and equipment, net | 7,011 | 6,603 | ||||||
| Intangible assets, net | 21,698 | 21,439 | ||||||
| Goodwill | 26,295 | 20,976 | ||||||
| Deferred taxes | 18,294 | 17,927 | ||||||
| Total long-term assets | 112,171 | 119,310 | ||||||
| Total assets | $ | 312,158 | $ | 305,477 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 21,948 | $ | 17,679 | ||||
| Deferred revenues | 14,054 | 13,001 | ||||||
| Other accounts payable and accrued expenses | 34,796 | 27,831 | ||||||
| Total current liabilities | 70,798 | 58,511 | ||||||
| Long-term liabilities: | ||||||||
| Contingent consideration liability | 4,983 | 7,896 | ||||||
| Deferred revenues | 3,782 | 3,461 | ||||||
| Warranty accruals | 860 | 779 | ||||||
| Accrued severance pay | 474 | 611 | ||||||
| Deferred taxes | 3,296 | 2,430 | ||||||
| Total long-term liabilities | 13,395 | 15,177 | ||||||
| Stockholders' equity: | 227,965 | 231,789 | ||||||
| Total liabilities and stockholders' equity | $ | 312,158 | $ | 305,477 | ||||
| Derived from audited financial statements | ||||||||
Syneron Medical Ltd.
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
| For the twelve-months ended | ||||||||
| December 31, | December 31, | |||||||
| 2014 | 2013 | |||||||
| Cash flows from operating activities: | ||||||||
| Net Income (loss) before non-controlling interest | $ | (5,200 | ) | $ | 1,547 | |||
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
| Non-cash items reported in discontinued operations | ||||||||
| Share-based compensation | 3,700 | 4,489 | ||||||
| Depreciation and amortization | 8,575 | 10,472 | ||||||
| Impairments of intangible assets | 3,445 | 323 | ||||||
| Gain from sale of subsidiary | - | (7,273 | ) | |||||
| Realized loss, changes in accrued interest and amortization of premium (discount) on marketable securities | 757 | 1,074 | ||||||
| Impairment of investment in affiliated company | 4,590 | 1,000 | ||||||
| Revaluation of contingent liability | (3,012 | ) | 1,146 | |||||
| Changes in operating assets and liabilities: | ||||||||
| Trade receivable, net | (4,127 | ) | (9,366 | ) | ||||
| Inventories | (3,130 | ) | (10,860 | ) | ||||
| Other accounts receivables | 2,996 | 737 | ||||||
| Deferred taxes | (2,603 | ) | (3,386 | ) | ||||
| Accounts payable | 3,507 | 2,236 | ||||||
| Deferred revenue | 1,053 | 833 | ||||||
| Accrued warranty accruals | 851 | (37 | ) | |||||
| Other accrued liabilities | 6,244 | (14,887 | ) | |||||
| Net cash provided by (used in) operating activities | 17,646 | (21,952 | ) | |||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | (2,803 | ) | (3,661 | ) | ||||
| Proceeds from the sale or maturity of marketable securities | 37,811 | 52,184 | ||||||
| Purchase of marketable securities | (30,945 | ) | (58,745 | ) | ||||
| Proceeds from short-term bank deposits, net | 10,074 | 4,081 | ||||||
| Acquisition of a subsidiary | (11,629 | ) | - | |||||
| Deconsolidation of subsidiary | - | (320 | ) | |||||
| Other investing activities | 148 | (366 | ) | |||||
| Net cash used in investing activities | 2,656 | (6,827 | ) | |||||
| Cash flows from financing activities: | ||||||||
| Repurchase of shares from shareholders | (485 | ) | - | |||||
| Acquisition of shares held by non-controlling shareholders of a subsidiary | - | (5,156 | ) | |||||
| Proceeds from exercise of stock options | 1,525 | 7,232 | ||||||
| Net cash provided by (used in) financing activities | 1,040 | 2,076 | ||||||
| Effect of exchange rates on cash and cash equivalents | (1,736 | ) | (2,073 | ) | ||||
| Net increase (decrease) in cash and cash equivalents | 19,606 | (28,776 | ) | |||||
| Cash and cash equivalents at beginning of period | 37,583 | 66,359 | ||||||
| Cash and cash equivalents at end of period | $ | 57,189 | $ | 37,583 | ||||
Syneron Medical Ltd.
Unaudited Non-GAAP Financial Measures and Reconciliation
(in thousands, except per share data)
| For the three-months ended | For the twelve-months ended | ||||||||||||||||
| December 31, | December 31, | December 31, | December 31, | ||||||||||||||
| 2014 | 2013 | 2014 | 2013 | ||||||||||||||
| GAAP gross profit | $ | 40,307 | $ | 32,566 | $ | 135,979 | $ | 130,077 | |||||||||
| Stock-based compensation | (65 | ) | 73 | 159 | 288 | ||||||||||||
| Amortization of intangible assets | 1,010 | 1,187 | 4,020 | 5,195 | |||||||||||||
| Other non-recurring items | - | 664 | - | 664 | |||||||||||||
| Non-GAAP gross profit | $ | 41,252 | $ | 34,490 | $ | 140,158 | $ | 136,224 | |||||||||
| GAAP operating income (loss) | $ | (167 | ) | $ | 2,243 | $ | (2,217 | ) | $ | (6,119 | ) | ||||||
| Stock-based compensation | 684 | 1,183 | 3,700 | 4,488 | |||||||||||||
| Amortization of intangible assets | 1,510 | 1,636 | 5,821 | 7,005 | |||||||||||||
| Gain from sale of subsidiary, net of deal related costs | - | (6,020 | ) | - | (6,020 | ) | |||||||||||
| Remeasurement of contingent consideration | (3,613 | ) | 339 | (3,613 | ) | 1,209 | |||||||||||
| Other non-recurring items | 6,788 | 2,064 | 9,184 | 4,928 | |||||||||||||
| Non-GAAP operating income | $ | 5,202 | $ | 1,445 | $ | 12,875 | $ | 5,491 | |||||||||
| GAAP net income (loss) attributable to Syneron shareholders | $ | (1,369 | ) | $ | 9,714 | $ | (5,200 | ) | $ | 1,647 | |||||||
| Stock-based compensation | 684 | 1,183 | 3,700 | 4,488 | |||||||||||||
| Amortization of intangible assets | 1,510 | 1,636 | 5,821 | 7,005 | |||||||||||||
| Gain from sale of subsidiary, net of deal related costs | - | (6,020 | ) | - | (6,020 | ) | |||||||||||
| Remeasurement of contingent consideration | (3,613 | ) | 339 | (3,613 | ) | 1,209 | |||||||||||
| Other non-recurring items | 6,788 | 2,064 | 9,184 | 4,928 | |||||||||||||
| Income tax adjustments | (810 | ) | (4,933 | ) | (1,948 | ) | (6,431 | ) | |||||||||
| Non-GAAP net income attributable to Syneron shareholders | $ | 3,190 | $ | 3,983 | $ | 7,944 | $ | 6,826 | |||||||||
| Income (Loss) per share: | |||||||||||||||||
| Basic | |||||||||||||||||
| GAAP net income (loss) per share attributable to Syneron shareholders | $ | (0.04 | ) | $ | 0.27 | $ | (0.14 | ) | $ | 0.05 | |||||||
| Stock-based compensation | 0.02 | 0.03 | 0.10 | 0.12 | |||||||||||||
| Amortization of intangible assets | 0.04 | 0.05 | 0.16 | 0.19 | |||||||||||||
| Gain from sale of subsidiary, net of deal related costs | - | (0.17 | ) | - | (0.17 | ) | |||||||||||
| Remeasurement of contingent consideration | (0.10 | ) | 0.01 | (0.10 | ) | 0.03 | |||||||||||
| Other non-recurring items | 0.18 | 0.06 | 0.25 | 0.14 | |||||||||||||
| Income tax adjustments | (0.02 | ) | (0.14 | ) | (0.05 | ) | (0.18 | ) | |||||||||
| Non-GAAP net income per share attributable to Syneron shareholders operations | $ | 0.09 | $ | 0.11 | $ | 0.22 | $ | 0.19 | |||||||||
| Diluted | |||||||||||||||||
| GAAP net income (loss) attributable to Syneron shareholders | $ | (0.04 | ) | $ | 0.27 | $ | (0.14 | ) | $ | 0.05 | |||||||
| Stock-based compensation | 0.02 | 0.03 | 0.10 | 0.12 | |||||||||||||
| Amortization of intangible assets | 0.04 | 0.04 | 0.16 | 0.19 | |||||||||||||
| Gain from sale of subsidiary, net of deal related costs | - | (0.16 | ) | - | (0.17 | ) | |||||||||||
| Remeasurement of contingent consideration | (0.10 | ) | 0.01 | (0.10 | ) | 0.03 | |||||||||||
| Other non-recurring items | 0.18 | 0.06 | 0.25 | 0.14 | |||||||||||||
| Income tax adjustments | (0.02 | ) | (0.13 | ) | (0.05 | ) | (0.18 | ) | |||||||||
| Non-GAAP net income per share attributable to Syneron shareholders operations | $ | 0.09 | $ | 0.11 | $ | 0.22 | $ | 0.19 | |||||||||
| Weighted average shares outstanding: | |||||||||||||||||
| Basic | 36,770 | 36,208 | 36,703 | 35,922 | |||||||||||||
| Diluted | 37,128 | 36,652 | 37,160 | 36,254 | |||||||||||||
Syneron Medical Ltd.
Unaudited Non-GAAP Financial Measures and Reconciliation
Pro Forma Basis, Excluding Syneron Beauty
(in thousands, except per share data)
| For the three-months ended | For the twelve-months ended | |||||||||||||||||||||||
| As Reported | Syneron Beauty | Pro Forma Basis, Excluding Syneron Beauty | As Reported | Syneron Beauty | Pro Forma Basis, Excluding Syneron Beauty | |||||||||||||||||||
| 12/31/2013 | 12/31/2013 | 12/31/2013 | 12/31/2013 | 12/31/2013 | 12/31/2013 | |||||||||||||||||||
| GAAP gross profit | $ | 32,566 | $ | 1,460 | $ | 31,106 | $ | 130,077 | $ | 8,439 | $ | 121,638 | ||||||||||||
| Stock-based compensation | 73 | 4 | 69 | 288 | 15 | 273 | ||||||||||||||||||
| Amortization of intangible assets | 1,187 | 68 | 1,119 | 5,195 | 830 | 4,365 | ||||||||||||||||||
| Other non-recurring items | 664 | - | 664 | 664 | - | 664 | ||||||||||||||||||
| Non-GAAP gross profit | $ | 34,490 | $ | 1,532 | $ | 32,958 | $ | 136,224 | $ | 9,284 | $ | 126,940 | ||||||||||||
| GAAP operating income (loss) | $ | 2,243 | $ | (1,997 | ) | $ | 4,240 | $ | (6,119 | ) | $ | (7,824 | ) | $ | 1,705 | |||||||||
| Stock-based compensation | 1,183 | 186 | 997 | 4,488 | 479 | 4,009 | ||||||||||||||||||
| Amortization of intangible assets | 1,636 | 116 | 1,520 | 7,005 | 1,067 | 5,938 | ||||||||||||||||||
| Gain from sale of subsidiary, net of deal related costs | (6,020 | ) | - | (6,020 | ) | (6,020 | ) | - | (6,020 | ) | ||||||||||||||
| Remeasurement of contingent consideration | 339 | - | 339 | 1,209 | - | 1,209 | ||||||||||||||||||
| Other non-recurring items | 2,064 | - | 2,064 | 4,928 | - | 4,928 | ||||||||||||||||||
| Non-GAAP operating income (loss) | $ | 1,445 | $ | (1,695 | ) | $ | 3,140 | $ | 5,491 | $ | (6,278 | ) | $ | 11,769 | ||||||||||
GAAP net income (loss) attributable to Syneron shareholders | $ | 9,714 | $ | (2,088 | ) | $ | 11,802 | $ | 1,647 | $ | (8,078 | ) | $ | 9,725 | ||||||||||
| Stock-based compensation | 1,183 | 186 | 997 | 4,488 | 479 | 4,009 | ||||||||||||||||||
| Amortization of intangible assets | 1,636 | 116 | 1,520 | 7,005 | 1,067 | 5,938 | ||||||||||||||||||
| Gain from sale of subsidiary, net of deal related costs | (6,020 | ) | - | (6,020 | ) | (6,020 | ) | - | (6,020 | ) | ||||||||||||||
| Remeasurement of contingent consideration | 339 | - | 339 | 1,209 | - | 1,209 | ||||||||||||||||||
| Other non-recurring items | 2,064 | - | 2,064 | 4,928 | - | 4,928 | ||||||||||||||||||
| Income tax adjustments | (4,933 | ) | (34 | ) | (4,899 | ) | (6,431 | ) | (164 | ) | (6,267 | ) | ||||||||||||
Non-GAAP net income (loss) attributable to Syneron shareholders | $ | 3,983 | $ | (1,820 | ) | $ | 5,803 | $ | 6,826 | $ | (6,696 | ) | $ | 13,522 | ||||||||||
| Income (Loss) per share: | ||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||
GAAP net loss per share attributable to Syneron shareholders | $ | 0.33 | $ | 0.27 | ||||||||||||||||||||
| Stock-based compensation | 0.03 | 0.11 | ||||||||||||||||||||||
| Amortization of intangible assets | 0.04 | 0.17 | ||||||||||||||||||||||
| Gain from sale of subsidiary, net of deal related costs | (0.17 | ) | (0.17 | ) | ||||||||||||||||||||
| Remeasurement of contingent consideration | 0.01 | 0.03 | ||||||||||||||||||||||
| Other non-recurring items | 0.06 | 0.14 | ||||||||||||||||||||||
| Income tax adjustments | (0.14 | ) | (0.17 | ) | ||||||||||||||||||||
Non-GAAP net income per share attributable to Syneron shareholders operations | $ | 0.16 | $ | 0.38 | ||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||
| GAAP net loss attributable to Syneron shareholders | $ | 0.32 | $ | 0.27 | ||||||||||||||||||||
| Stock-based compensation | 0.03 | 0.11 | ||||||||||||||||||||||
| Amortization of intangible assets | 0.04 | 0.16 | ||||||||||||||||||||||
| Gain from sale of subsidiary, net of deal related costs | (0.16 | ) | (0.17 | ) | ||||||||||||||||||||
| Remeasurement of contingent consideration | 0.01 | 0.03 | ||||||||||||||||||||||
| Other non-recurring items | 0.06 | 0.14 | ||||||||||||||||||||||
| Income tax adjustments | (0.13 | ) | (0.17 | ) | ||||||||||||||||||||
Non-GAAP net income per share attributable to Syneron shareholders operations | $ | 0.16 | $ | 0.37 | ||||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||
| Basic | 36,208 | 35,922 | ||||||||||||||||||||||
| Diluted | 36,652 | 36,254 | ||||||||||||||||||||||
Syneron Medical Ltd.
Unaudited Non-GAAP Condensed Consolidated Statements of Income
(in thousands, except per share data)
| For the three-months ended | For the twelve-months ended | |||||||||||||||
| December 31, 2014 | December 31, 2013 | December 31, 2014 | December 31, 2013 | |||||||||||||
Consolidated Non GAAP | Pro Forma Basis, Excluding Syneron Beauty | Consolidated Non GAAP | Pro Forma Basis, Excluding Syneron Beauty | |||||||||||||
| Revenues | $ | 74,062 | $ | 59,879 | $ | 255,750 | $ | 232,129 | ||||||||
| Cost of revenues | 32,810 | 26,921 | 115,592 | 105,189 | ||||||||||||
| Gross profit | 41,252 | 32,958 | 140,158 | 126,940 | ||||||||||||
| - | - | |||||||||||||||
| Operating Income | 5,202 | 3,140 | 12,875 | 11,769 | ||||||||||||
| Income attributable to Syneron shareholders | $ | 3,190 | $ | 5,803 | $ | 7,944 | $ | 13,522 | ||||||||
| - | - | |||||||||||||||
| Income per share: | ||||||||||||||||
| Basic | ||||||||||||||||
| Net Income attributable to Syneron shareholders | 0.09 | 0.16 | 0.22 | 0.38 | ||||||||||||
| Diluted | ||||||||||||||||
| Net Income attributable to Syneron shareholders | 0.09 | 0.16 | 0.22 | 0.37 | ||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic | 36,770 | 36,208 | 36,703 | 35,922 | ||||||||||||
| Diluted | 37,128 | 36,652 | 37,160 | 36,254 | ||||||||||||