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 7, 2020
 

HOLOGIC, INC.
(Exact Name of Registrant as Specified in Its Charter)
 

Delaware
(State or Other Jurisdiction of Incorporation)
   
001-36214
04-2902449
(Commission File Number)
(I.R.S. Employer Identification No.)

250 Campus Drive, Marlborough, Massachusetts
01752
(Address of Principal Executive Offices)
(Zip Code)
 
(508) 263-2900
(Registrant’s Telephone Number, Including Area Code)
 
(Former Name or Former Address, if Changed Since Last Report)
 

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))

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, $.01 par value   HOLX
  The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
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. ☐

Item 2.02  Results of Operations and Financial Condition

On April 7, 2020, Hologic, Inc. issued a press release announcing its preliminary revenue results for the second quarter ended March 28, 2020 and the withdrawal of 2020 financial guidance due to the COVID-19 pandemic.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Limitation on Incorporation by Reference. The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

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

Exhibit
Number
 
Description
 
104
 
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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.
 
Date: April 7, 2020
HOLOGIC, INC.
 
       
 
By:
/s/ Karleen M. Oberton

 
 
 
Karleen M. Oberton
Chief Financial Officer

Exhibit 99.1


Hologic Announces Preliminary Revenue Results for Second Quarter of Fiscal 2020, Withdraws 2020 Financial Guidance due to COVID-19 Pandemic

-- Revenue of $756.1 Million Declines 7.6% due to Cynosure Divestiture, 7.1% in Constant Currency --

-- Excluding Acquisitions and Divestitures, Revenue Increases 0.5%, 1.1% in Constant Currency --

MARLBOROUGH, Mass.--(BUSINESS WIRE)--April 7, 2020--Hologic, Inc. (Nasdaq: HOLX) announced today preliminary revenue results for its second fiscal quarter ended March 28, 2020, and withdrew its 2020 financial guidance due to the uncertain economic impact of the COVID-19 pandemic.

The Company expects to report total revenues of $756.1 million, a decrease of 7.6% compared to the prior year period, or 7.1% in constant currency. Excluding acquisitions and divestitures, organic revenues of $735.1 million are expected to increase 0.5%, or 1.1% in constant currency.

“Our second quarter revenue results reflect the strong underlying momentum that has been building at Hologic over the last few years, and give us confidence that we will emerge from the current COVID-19 pandemic as a stronger company,” said Steve MacMillan, Hologic’s Chairman, President and Chief Executive Officer. “We performed very well through most of the quarter, led by our U.S. Surgical and Diagnostics businesses, and our European franchises. However, disruptions caused by COVID-19 had a significant negative impact on sales in late March, as elective procedures and appointments were deferred, and our customers focused on responding to the pandemic. It has become clear that a lynchpin of that response is increasing diagnostic testing for the virus, and we are proud to be playing a leading role in this effort.”

For the second quarter of fiscal 2020, global revenues by division are expected to be:

$s in millions

Preliminary

Q2’20

Q2’19

Reported
Change

Constant
Currency
Change

Diagnostics

$319.2

$296.7

7.6%

8.3%

Excluding Blood

$304.0

$283.3

7.3%

8.0%

Breast Health

$307.8

$321.5

(4.3)%

(3.7)%

Excluding SuperSonic Imagine (SSI)

$302.0

$321.5

(6.1)%

(5.5)%

Medical Aesthetics*

$0

$73.8

NA

NA

GYN Surgical

$105.4

$102.2

3.1%

3.6%

Skeletal Health

$23.7

$24.2

(2.1)%

(1.6%)

Total

$756.1

$818.4

(7.6)%

(7.1%)

Excluding Blood, SSI, Aesthetics

$735.1

$731.2

0.5%

1.1%

* Hologic completed the divestiture of its Cynosure medical aesthetics business on December 30, 2019.

Withdrawal of Financial Guidance

The COVID-19 pandemic and related economic disruption had a significant negative effect on Hologic’s business in late March. Most notably, sales of Breast Health products were weaker than expected as customers focused on responding to COVID-19, and restricted access to their facilities in order to limit the virus’s spread. In addition, sales of GYN Surgical and Diagnostics products were hurt by the deferral of elective procedures and physician office visits. These lower-than-expected revenues are expected to negatively affect gross margin in the second quarter, resulting in earnings per share (EPS) below the Company’s prior expectations.

Hologic expects these factors to continue to have a significant negative impact on its future revenue, especially in the third quarter of fiscal 2020. As a result, the Company is implementing a number of measures to reduce expenses across the organization. However, because the scope and duration of the COVID-19 pandemic are uncertain, the Company cannot currently quantify the net financial effect of these factors. The Company is therefore withdrawing its financial guidance for the second quarter and full year 2020, which was provided on January 29, 2020.

Hologic has not yet completed its financial close processes for the second quarter of 2020, so full GAAP and non-GAAP financial results have not yet been finalized. Until Hologic reports its full financial results on April 29, 2020, the preliminary revenue results described in this press release are estimates only and are subject to revisions that could differ materially.


Use of Non-GAAP Financial Measures

The Company has presented certain non-GAAP financial measures in this press release: organic revenue and constant currency percentage change in revenues. Organic revenue excludes the divested Blood Screening and Cynosure businesses and the acquired SSI business. Constant currency calculations show reported current period revenues as if the foreign exchange rates remain the same as those in the comparable prior year period. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP. The Company's definition of non-GAAP financial measures may differ from similarly titled measures used by others.

The non-GAAP financial measures used in this press release adjust for specified items that can be variable or difficult to predict. The Company generally uses non-GAAP financial measures to facilitate management's financial and operational decision-making, including evaluation of Hologic's historical operating results and comparison to competitors' operating results. Non-GAAP financial measures reflect an additional way of viewing aspects of the Company's operations that, when viewed with GAAP results and the reconciliations to corresponding GAAP financial measures (when they become available), may provide a more complete understanding of factors and trends affecting Hologic's business.

Because non-GAAP financial measures exclude the effect of items that increase or decrease the company's reported results of operations, management strongly encourages investors to review, when they become available, the Company's consolidated financial statements and publicly filed reports in their entirety.

About Hologic, Inc.

Hologic, Inc. is an innovative medical technology company primarily focused on improving women's health and well-being through early detection and treatment. For more information on Hologic, visit www.hologic.com.

Hologic and associated logos are trademarks and/or registered trademarks of Hologic, Inc. and/or its subsidiaries in the United States and/or other countries.

Forward-Looking Statements

This news release contains forward-looking information that involves risks and uncertainties, including statements relating to the Company’s estimated revenue results for the second quarter of fiscal 2020. These forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated. Actual results may differ from those indicated as a result of the finalization of second quarter financial statements as well as other risks and uncertainties, including, without limitation, the risks and uncertainties described from time to time in the filings made by the Company with the Securities and Exchange Commission (SEC), including our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Quarterly Reports on Form 10-Q we have filed or will file. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements presented herein to reflect any change in expectations or any change in events, conditions or circumstances on which any such statements are based.

SOURCE: Hologic, Inc.

Contacts

Michael Watts
Vice President, Investor Relations and Corporate Communications
(858) 410-8588