ELOS Syneron Medical Ltd. - Ordinary Shares

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K/A

(Amendment No. 1)

  

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

 

September 20, 2012

 

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- ________   

 

Explanatory Note: This Form 6-K/A amends the Registrant's Form 6-K submitted to the Securities and Exchange Commission on May 9, 2012 ("Original Filing") and is being submitted to amend the incorporation language below (and include related page numbers) in order to incorporate by reference into the Company's Registration Statements on Form S-8 only the GAAP financial statement tables included in the attached press release. Except for the foregoing amendment, the Original Filing has not been amended.

 

Attached hereto and incorporated herein by reference is a press release of the Company, dated May 9, 2012, entitled “Syneron Reports First Quarter 2012 Results.”

 

The financial statement tables included in the press release (pages 7-9 of the press release) are hereby 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) and on January 15, 2010 (Registration No. 333-164351).

 

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/ David Schlachet
		Name: David Schlachet
		Title: Chief Financial Officer

 

 

Date: September 20, 2012

 

 

Syneron Reports First Quarter 2012 Results

 

All time high revenue of $62.7 million, up 26% Year-Over-Year

Non-GAAP net income of $0.6 million

 

Yokneam, Israel, May 9, 2012 - Syneron Medical Ltd. (NASDAQ:ELOS), the leading global aesthetic device company , today announced first quarter 2012 financial results for the three month period ended March 31, 2012.

 

First Quarter 2012 Year-Over-Year Financial Highlights Include:

·

International revenue of $41.2 million, up 24%

·

North America revenue of $21.5 million, up 30%

·

EBU 1 segment revenue of $6.1 million, up 111%

·

Non-GAAP gross margin of 53.5%, down from 54.7%

·

PAD 2 segment non-GAAP operating margin of 8.1%

·

Net cash and investments portfolio of $142.4 million at March 31, 2011

 

Louis P. Scafuri, Chief Executive Officer of Syneron, commented, “We had a strong start to the year in the first quarter, highlighted by our second consecutive quarter with record revenue, and successful revenue traction with our recent new product launches. Revenue growth in the PAD segment was also driven by the global launch of the GentleMax Pro and the continued strong adoption by customers of our recently launched eLase™ and eTwo™ systems (we had a strong presence with these and other products at the annual meetings of the American Academy of Dermatology and American Society for Laser Medicine and Surgery). Our next major new product launches, which are anticipated in the second half of the year, will feature two exciting body contouring products that are complementary to Ultrashape's Contour V3 system, further solidifying our position in this rapidly growing market.”

 

“In the EBU segment, we successfully launched in North America the Tända Pearl™ ionic teeth whitening system at prestige retail channels and recorded significant sales growth of our mē home-use hair removal system and Tända LED systems. We also had another quarter of sales growth for the elure Advanced Skin Lightening system and remain on track to receive regulatory approval for elure in key Asian markets by the end of the year.”

 

Non-GAAP Financial Highlights for the Quarter Ended March 31, 2012:

 

Gross Margin for the first quarter 2012 was 53.5%, compared to 54.7% in first quarter 2011, primarily due to a higher mix of EBU product sales which have lower gross margins compared to the PAD products.

 

Operating Income for the first quarter 2012 was $0.7 million, up from $0.6 million in first quarter 2011, representing 1.1% of revenue in the quarter, compared to 1.2% in first quarter 2011.

 

 

The increase in non-GAAP operating income was primarily related to the 25.8% year-over-year growth in revenue, which was partially offset by an increase in operating expenses associated with the significant growth in EBU segment revenues. The EBU currently incurs higher relative operating expenses compared to the PAD segment due to start-up costs associated with developing and significant investment in marketing its emerging technologies and products.

 

Net Income for the first quarter 2012 was $0.6 million, up from $0.2 million in the first quarter of 2011.

 

Earnings Per Share for the first quarter 2012 were $0.02, up from $0.01 in first quarter 2011.

 

Net income and earnings per share for the first quarter 2012 are adjusted to exclude the following items, which are detailed in the Company's financial tables:

 

-

Amortization of acquired intangible assets of $1.8 million

-

Stock-based compensation of $1.2 million

-

Non-recurring costs associated with the voluntary field action r egarding the LiteTouch Dental Laser Product in Europe of $0.5 million

-

Other non-recurring costs of $0.2 million

 

GAAP Financial Highlights for the Quarter Ended March 31, 2012:

 

Gross Margin for the first quarter 2012 was 51.4%, compared to 52.6 % in first quarter 2011, primarily related to a higher mix of EBU product sales which have lower gross margins compared to the PAD products.

 

Operating Loss for the first quarter 2012 was $3.0 million, compared to $2.6 million in first quarter 2011.

 

The increase in GAAP operating loss was primarily a result of an increase in operating expenses associated with the significant growth in EBU segment revenues. The EBU currently incurs higher relative operating expenses compared to the PAD segment due to start-up costs associated with developing and significant investment in marketing its emerging technologies and products.

 

Net Loss for the first quarter 2012 was $2.6 million, compared to $2.4 million in first quarter of 2011.

 

Loss Per Share for the first quarter 2012 was $(0.07), equal to first quarter 2011 .

 

Cash Position: As of March 31, 2012, cash and cash equivalents, including short-term bank deposits and investments in marketable securities, net were $142.4 million compared to $171.1 million as of December 31, 2011. During the first quarter the Company used cash of $15.8 million for business development investments, including $11.2 million, net to acquire Ultrashape Ltd., $3.6 million to acquire the assets of TransPharma Medical Ltd., and $1.0 million to make an equity investment in Juvenis Ltd.

 

 

Asaf Alperovitz, Chief Financial Officer of Syneron, commented, “We achieved record revenue in both the PAD and EBU segments, which were up 20.5% and 110.5% year-over-year, respectively. Non-GAAP operating margin in the PAD segment was 8.1%, which net of operating loss in the EBU, led to consolidated non-GAAP operating income of $0.7 million. In the EBU, we continued to drive strong growth from Syneron Beauty and elure, which together grew over 253% compared to the first quarter prior year.”

 

Mr. Alperovitz continued, “The EBU gross margins are currently lower compared to the PAD. We are improving the EBU gross margins by increasing direct sales, introducing higher margin products and implementing cost reduction initiatives. We are strengthening the profitability of our PAD business, and improving margins in our expanding EBU business in order to drive and sustain profitable growth for Syneron.”

 

Unaudited Non-GAAP segment results for the three months ended March 31, 2012 and 2011 (in thousands):

   

		For the three-months ended
		March 31,				% of		March 31,				% of		% of
		2012				Revenues		2011				Revenues		Change
Revenues
PAD		$	56,542			90.2%		$	46,906			94.2%		20.5%
EBU			6,117			9.8%			2,906			5.8%		110.5%
Total revenues		$	62,659			100.0%		$	49,812			100.0%		25.8%
Operating income (loss)
PAD		$	4,599			8.1%		$	3,187			6.8%		44.3%
EBU			(3,905	)		(63.8%)			(2,573	)		(88.5%)		51.8%
Total operating income		$	694			1.1%		$	614			1.2%		13.0%

 

 

  

Unaudited GAAP segment results for the three months ended March 31, 2012 and 2011 (in thousands):

 

		For the three-months ended
		March 31,				% of		March 31,				% of		% of
		2012				Revenues		2011				Revenues		Change
Revenues
PAD		$	56,542			90.2%		$	46,877			94.2%		20.6%
EBU			6,117			9.8%			2,906			5.8%		110.5%
Total revenues		$	62,659			100.0%		$	49,783			100.0%		25.9%
Operating income (loss)
PAD		$	1,429			2.5%		$	(34	)		(0.1%)		(4302.9%)
EBU			(4,464	)		(73.0%)			(2,573	)		(88.5%)		73.5%
Total operating loss		$	(3,035	)		(4.8%)		$	(2,607	)		(5.2%)		16.4%

 

 

Use of Non-GAAP Measures

This press release provides financial measures for gross margin, operating margin, operating income (loss), net income (loss), earnings (loss) per share, which exclude one-time expenses relating to the mergers with Candela Corporation and Primaeva Medical Inc, an expense charge related to stock-based compensation and amortization, one-time severance and other one-time charges and non-recurring costs, and non-recurring costs associated with the voluntary field action r egarding the LiteTouch Dental Laser Product in Europe, 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, felt 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.

 

Conference call

Syneron management will host its first quarter 2012 earnings conference call today at 8:30 a.m. ET. Syneron will be broadcasting live via the Investor Relations section of its website, www.syneron.com . To access the call, enter the Syneron website, then click on the Investor Relations – Overview and select “Q1 2012 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 877-844-6886 in the U.S., and 970-315-0315 from overseas. The conference pass code is: 74957731.

 

 

About Syneron Medical Ltd.

Syneron Medical Ltd. (NASDAQ: ELOS) is the 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 body contouring, hair removal, wrinkle reduction, rejuvenation of 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 two distinct brands, Syneron and Candela. Founded in 2000, the corporate, R&D, and manufacturing headquarters for Syneron Medical Ltd. are located in Israel. Syneron also has R&D and manufacturing operations in the US. The Company markets and services and supports its products in 90 countries. It has offices in North America, France, Germany, Italy, Portugal, Spain, UK, Australia, China, Japan, and Hong Kong and distributors worldwide. Additional information can be found at www.syneron.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. 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 risk that the businesses of Syneron and Candela may not be integrated successfully; the risk that the merger transaction with Candela may involve unexpected costs or unexpected liabilities; the risk that synergies from the merger transaction may not be fully realized or may take longer to realize than expected; the risk that disruptions from the merger transaction make it more difficult to maintain relationships with customers, employees, or suppliers ; as well as the 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, 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.

 

1 – EBU: Emerging Business Units. Products in the EBU include mē home-use hair removal system, elure Advanced Skin Lightening products, Tända LED systems, Light Instruments’ dental laser devices along with pipeline products that include Fluorinex teeth whitening and fluorination.

 

2 – PAD: Professional Aesthetic Device segment, which includes the results of the Syneron and Candela device businesses.

 

 

Syneron Contacts:

 

Asaf Alperovitz, Chief Financial Officer

+ 972 73 244 2283

Email: asafa@syneron.com

 

Zack Kubow, The Ruth Group

646-536-7020

Email: zkubow@theruthgroup.com

   

 

Syneron Medical Ltd.
Unaudited Condensed Consolidated Statements of Loss
(in thousands, except per share data)
		For the three-months ended
		March 31,				March 31,
		2012				2011
Revenues		$	62,659			$	49,783
Cost of revenues			30,462				23,580
Gross profit			32,197				26,203
Operating expenses:
Sales and marketing			19,737				14,589
General and administrative			8,802				7,254
Research and development			6,693				6,368
Other expenses			-				599
Total operating expenses			35,232				28,810
Loss from operations			(3,035	)			(2,607	)
Other income:
Financial Income, net			489				334
Other income			-				24
Total other income			489				358
Loss before taxes on income			(2,546	)			(2,249	)
Taxes on income			505				470
Loss before non-controlling interest			(3,051	)			(2,719	)
Net loss attributable to non-controlling interest			436				342
Loss attributable to Syneron shareholders		$	(2,615	)		$	(2,377	)
Loss per share:
Basic and Diluted
Loss before non-controlling interest		$	(0.08	)		$	(0.08	)
Net loss attributable to non-controlling interest			0.01				0.01
Net loss attributable to Syneron shareholders		$	(0.07	)		$	(0.07	)
Weighted average shares outstanding:
Basic and Diluted			35,354				34,916

 

 

Syneron Medical Ltd.
Condensed Consolidated Balance Sheets
(in thousands)
		March 31,				December 31,
		2012				2011
		(unaudited)				(audited)
Assets
Current assets:
Cash and cash equivalents		$	44,565			$	62,319
Short-term bank deposits			33,745				23,771
Available-for-sale marketable securities			56,870				70,463
Trade receivable, net			50,028				43,300
Other accounts receivables and prepaid expenses			8,462				8,891
Inventories, net			32,073				31,169
Total current assets			225,743				239,913
Long-term assets:
Severance pay fund			546				295
Long-term deposits and others			2,038				2,118
Long-term available-for-sale marketable securities			8,857				15,590
Investments in affiliated companies			1,200				200
Property and equipment, net			5,665				4,155
Intangible assets, net			41,118				31,813
Goodwill			24,410				18,867
Deferred taxes			10,295				10,060
Total long-term assets			94,129				83,098
Total assets		$	319,872			$	323,011
Liabilities and Stockholders' Equity
Current liabilities:
Short term bank credit		$	1,659			$	1,082
Accounts payable			20,287				21,094
Deferred Revenues			11,358				11,550
Other accounts payable and accrued expenses			40,797				41,704
Total current liabilities			74,101				75,430
Long-term liabilities:
Contingent consideration liability			2,535				2,535
Deferred Revenues			4,029				4,112
Warranty Accruals			553				564
Accrued severance pay			766				496
Deferred taxes			4,930				5,182
Total long-term liabilities			12,813				12,889
Stockholders' equity:			232,958				234,692
Total liabilities and stockholders' equity		$	319,872			$	323,011

 

 

Syneron Medical Ltd.
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
		For the three months ended:
		March 31,				March 31,
		2012				2011
Cash flows from operating activities:
Net loss before non-controlling interest		$	(3,051	)		$	(2,719	)
Adjustments to reconcile net loss to net cash
Share-based compensation			1,193				670
Depreciation and amortization			2,543				2,425
Realized loss, changes in accrued interest and amortization of premium (discount) on marketable securities			(369	)			413
Revaluation of contingent liability			-				599
Changes in operating assets and liabilities
Trade receivable, net			(6,580	)			109
Inventories, net			(1,041	)			(2,648	)
Other accounts receivables			786				205
Deferred taxes			(527	)			(7	)
Accrued severance pay, net			(7	)			(5	)
Accounts payable			(1,744	)			1,106
Deferred revenue			(236	)			(1,304	)
Accrued warranty accruals			255				(157	)
Other accrued liabilities			(3,813	)			(4,517	)
Net cash used in operating activities			(12,591	)			(5,830	)
Cash flows from investing activities:
Purchases of property and equipment			(476	)			(771	)
Investments in long-term deposits and others			-				(1,077	)
Proceeds from the sale or maturity of available-for-sale marketable securities			29,502				32,706
Purchase of available-for-sale marketable securities			(8,704	)			(30,285	)
Investments in short-term deposits, net			(9,974	)			(3,977	)
Investments in affiliated company			(1,000	)			-
Net cash paid in acquisition of subsidiaries			(14,860	)			-
Other investing activities			(18	)			(22	)
Net cash used in investing activities			(5,530	)			(3,426	)
Cash flows from financing activities:
Short term bank credit, net			577				(2,737	)
Proceeds from exercise of stock options			416				2,878
Net cash provided by financing activities			993				141
Effect of exchange rates on cash and cash equivalents			(626	)			66
Net decrease in cash and cash equivalents			(17,754	)			(9,049	)
Cash and cash equivalents at beginning of period			62,319				63,821
Cash and cash equivalents at end of period		$	44,565			$	54,772

 

 

Syneron Medical Ltd.
Unaudited Non-GAAP Financial Measures and Reconciliation
(in thousands, except per share data)
		For the three-months ended
		March 31,				March 31,
		2012				2011
GAAP operating loss		$	(3,035	)		$	(2,607	)
Stock-based compensation			1,193				670
Amortization of intangible assets			1,831				1,943
Merger and other non-recurring items			705				608
Non-GAAP operating income		$	694			$	614
GAAP net loss attributable to Syneron shareholders		$	(2,615	)		$	(2,377	)
Stock-based compensation			1,193				670
Amortization of intangible assets			1,831				1,943
Merger and other non-recurring items			705				608
Income tax adjustments			(564	)			(614	)
Non-GAAP net income attributable to Syneron shareholders		$	550			$	230
Income (Loss) per share:
Basic
GAAP net loss attributable to Syneron shareholders		$	(0.07	)		$	(0.07	)
Stock-based compensation			0.03				0.02
Amortization of intangible assets			0.05				0.06
Merger and other non-recurring items			0.02				0.02
Income tax adjustments			(0.02	)			(0.02	)
Non-GAAP net income per share attributable to Syneron shareholders		$	0.02			$	0.01
Diluted
GAAP net loss attributable to Syneron shareholders		$	(0.07	)		$	(0.07	)
Stock-based compensation			0.03				0.02
Amortization of intangible assets			0.05				0.06
Merger and other non-recurring items			0.02				0.02
Income tax adjustments			(0.02	)			(0.02	)
Non-GAAP net income per share attributable to Syneron shareholders		$	0.02			$	0.01
Weighted average shares outstanding:
Basic			35,354				34,916
Diluted			35,946				35,883