ntus-20200406
0000878526false00008785262020-04-062020-04-06


 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 6, 2020
 
 Natus Medical Incorporated
(Exact name of registrant as specified in its charter)
 
000-33001
(Commission File Number)
 
   
Delaware 77-0154833
(State or other jurisdiction
of Incorporation)
 (I.R.S. Employer
Identification No.)
6701 Koll Center Parkway, Suite 120
Pleasanton, CA 94566
(Address of principal executive offices) (Zip Code)
925-223-6700
(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:
 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                 Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying



with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, 00008785262020-04-062020-04-06


 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 6, 2020
 
 Natus Medical Incorporated
(Exact name of registrant as specified in its charter)
 
000-33001
(Commission File Number)
 
   
Delaware 77-0154833
(State or other jurisdiction
of Incorporation)
 (I.R.S. Employer
Identification No.)
6701 Koll Center Parkway, Suite 120
Pleasanton, CA 94566
(Address of principal executive offices) (Zip Code)
925-223-6700
(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:
 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                 Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying



with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareNTUSThe Nasdaq Stock Market LLC
(The Nasdaq Global Market)

Item 2.02.Results of Operations and Financial Condition
On April 6, 2020, Natus Medical Incorporated (the “Company”) issued a press release announcing preliminary first quarter revenue and withdrawing full year 2020 guidance.
The information in this Item 2.02 and the exhibit attached hereto 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 shall be expressly set forth by specific reference in such a filing.

Item 7.01.Regulation FD Disclosure.
The April 6, 2020 press release furnished as Exhibit 99.1 hereto also provides an update on the Company’s current business operations as a result of the uncertainty created by COVID-19 pandemic and withdraws guidance for the full year 2020 in light of the COVID-19 pandemic.

The information under this Item 7.01 and in Exhibit 99.1, is being furnished and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such a filing.
 

Item 9.01.Financial Statements and Exhibits
(d) Exhibits.
 

Exhibit No.  Description
  
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).




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.
 
    
NATUS MEDICAL INCORPORATED
(Registrant)
    
Dated: April 6, 2020   By: /s/ B. Drew Davies
    Executive Vice President and Chief Financial OfficerNTUSThe Nasdaq Stock Market LLC
(The Nasdaq Global Market)

Item 2.02.Results of Operations and Financial Condition
On April 6, 2020, Natus Medical Incorporated (the “Company”) issued a press release announcing preliminary first quarter revenue and withdrawing full year 2020 guidance.
The information in this Item 2.02 and the exhibit attached hereto 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 shall be expressly set forth by specific reference in such a filing.

Item 7.01.Regulation FD Disclosure.
The April 6, 2020 press release furnished as Exhibit 99.1 hereto also provides an update on the Company’s current business operations as a result of the uncertainty created by COVID-19 pandemic and withdraws guidance for the full year 2020 in light of the COVID-19 pandemic.

The information under this Item 7.01 and in Exhibit 99.1, is being furnished and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such a filing.
 

Item 9.01.Financial Statements and Exhibits
(d) Exhibits.
 

Exhibit No.  Description
  
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).




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.
 
    
NATUS MEDICAL INCORPORATED
(Registrant)
    
Dated: April 6, 2020   By: /s/ B. Drew Davies
    Executive Vice President and Chief Financial Officer

Document

natusa961.jpg

Natus Announces Preliminary First Quarter Revenue


PLEASANTON, Calif. (April 6, 2020) - Natus Medical Incorporated (NASDAQ:NTUS) (the “Company” or “Natus”), a leading provider of medical device solutions focused on the diagnosis and treatment of central nervous and sensory system disorders for patients of all ages, today announced its first quarter revenue estimate and withdrew its full year 2020 guidance.

For the first quarter 2020, the Company expects to report revenue between alt="natusa961.jpg" 09 million and alt="natusa961.jpg" 10 million compared to its previous guidance of alt="natusa961.jpg" 13 million and alt="natusa961.jpg" 17 million. The Company will report its first quarter financial results after the close of the market on Thursday, April 30th.

“As the first quarter ended, it became apparent that the effects of the COVID-19 virus were more global and wide spread than we expected in our February 6th guidance,” said Jonathan Kennedy, President and Chief Executive Officer. “Our Asia-Pacific region had the most significant negative impact on revenue during the quarter, followed by weakness in our European and Latin American regions. Revenue in North America during the first quarter was in line with our expectations. However, we expect revenue from North America to be negatively impacted during the second quarter, and we are currently unable to predict the duration of the negative impact associated with COVID-19.”

“We believe we are well positioned to weather the course of this pandemic. Our restructuring efforts over the past year have streamlined our operations, increased our cash flow and strengthened our balance sheet. We provide critical devices, supplies and services to health care providers and patients around the world. Our dedicated team members are committed to continuing to manufacture and deliver our healthcare solutions even during times of crisis. The health and well-being of every person who helps make our products and solutions possible is our highest priority, and we are working in close consultation with our suppliers and health-care providers to ensure that all patient needs are met,” Mr. Kennedy continued.

The Company announced that due to the uncertainty caused by the COVID-19 pandemic it was unable to provide guidance for the full year of 2020 and, therefore, has withdrawn its full year guidance previously issued on February 6, 2020.


About Natus Medical Incorporated

Natus is a leading provider of medical device solutions focused on the diagnosis and treatment of central nervous and sensory system disorders for patients of all ages.

Additional information about Natus Medical can be found at www.natus.com.


Forward-Looking Statements

This press release contains forward-looking statements, which are generally statements that are not historical facts. Forward-looking statements can be identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “will”, “outlook” and similar expressions. Forward-looking
1


statements are based on management's current plans, estimates, assumptions and projections, and speak only as of the date they are made. These forward-looking statements include, without limitation, statements regarding the Company's ability to weather the course of the COVID-10 pandemic, achieve improvements in operational efficiency and to execute its strategic plans, as well as its expectations for North American revenue. These statements relate to current estimates and assumptions of our management as of the date of this press release and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements are only predictions and the actual events or results may differ materially. Natus cannot provide any assurance that its future results or the results implied by the forward-looking statements will meet expectations. The Company's future results could differ materially due to a number of factors, including the uncertain impact of the COVID-19 global pandemic on its revenue and ability to operate, including the impact of quarantine and/or shelter in place restrictions in the markets in which the Company operates, its ability to realize the anticipated benefits from its new structure or from its consolidation strategy, effects of competition, the Company's ability to successfully integrate and achieve its profitability goals from recent acquisitions, the demand for Natus products and services, the impact of adverse global economic conditions and changing governmental regulations, including foreign exchange rate changes, on the Company's target markets, the Company's ability to expand its sales in international markets, the Company's ability to maintain current sales levels in a mature domestic market, the Company's ability to control costs, risks associated with bringing new products to market, and the Company's ability to fulfill product orders on a timely basis, as well as those factors identified under the heading Item 1A “Risk Factors” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Natus disclaims any obligation to update information contained in any forward looking statement, except as required by law.

Natus Medical Incorporated
Drew Davies
Executive Vice President and Chief Financial Officer
(925) 223-6700
InvestorRelations@Natus.com 

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Apr. 06, 2020
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