Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. Symmetry Surgical Inc. (1616101) 10-Q published on May 09, 2016 at 3:15 pm
Reporting Period: Apr 01, 2016
This Quarterly Report on Form 10-Q includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, statements about the benefits and effects of the transaction, the expected timing of the completion of the transaction, the amounts to be received by shareholders. Each forward-looking statement contained in this Quarterly Report on Form 10-Q is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, uncertainties as to the timing of the transaction; uncertainties as to whether Symmetry shareholders will approve the transaction; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction, or the terms of such approval; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that shareholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability; other business effects, including the effects of industry, economic or political conditions outside of the parties’ control; operating costs and business disruption following completion of the transaction, including adverse effects on employee retention and on Symmetry’s business relationships with third parties; transaction costs; and the risks identified under the heading “Risk Factors” in Symmetry’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2016, as well as Symmetry’s subsequent Current Reports on Form 8-K and other information filed by the Company with the SEC. Symmetry cautions investors not to place considerable reliance on the forward-looking statements contained in this Quarterly Report on Form 10-Q. You are encouraged to read Symmetry’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this release, and Symmetry undertakes no obligation to update or revise any of these statements. Symmetry’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
Compensation - Stock Compensation: Improvements in Employee Share-Based Payment Accounting. In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This new guidance outlines new provisions intended to simplify various aspects related to accounting for share-based payments and their presentation in the financial statements. The Company has elected to adopt this guidance in its financial statements as of January 3, 2016. The adoption of this standard, which requires the excess tax benefit resulting from the vesting of restricted stock to be recorded as an income tax benefit had an impact $86 for the three months ended April 2, 2016.
On May 2, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Symmetry Surgical Holdings, Inc., a Delaware corporation (“Parent”), and Symmetry Acquisition Corp, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are beneficially owned by an affiliate of RoundTable Healthcare Partners. The Merger Agreement was unanimously approved by the Company’s Board of Directors on May 2, 2016.
Each party’s obligation to implement the Merger is subject to certain customary conditions, including, without limitation: (i) the affirmative vote of the holders of a majority of outstanding shares of the Company’s common stock to adopt the Merger Agreement, (ii) the expiration or early termination of all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and applicable antitrust and competition laws of other jurisdictions in connection with the Merger and receipt of any required approvals thereunder, (iii) the absence of any order issued or pending seeking to enjoin the Merger or any of the other transactions contemplated by the Merger Agreement, (iv) the truth and accuracy of the parties’ respective representations and warranties in the Merger Agreement (generally subject to certain materiality and other qualifiers, as set forth in the Merger Agreement), and (v) the performance of, and compliance with, the parties’ respective agreements and covenants under the Merger Agreement in all material respects.
During 2016, employee compensation and benefit costs paid in cash increased $152 due predominantly to employer tax expense associated with vesting of employee restricted stock. Medical device excise tax expense was zero in first quarter 2016 due to the repeal of the associated governmental legislation. Research and development costs have increased with the addition of Vesocclude Medical during the period as well as new product development staff and projects. Stock compensation increased due to continued expense for prior year grants as well as the addition of new 2016 grants. Other increased $253 driven by compensation paid in cash to the Company's board of directors which were paid in the form of restricted stock during 2015 as well as the Company incurred professional fee expenses associated with the Insightra acquisition.