HeartWare International, Inc. (NASDAQ: HTWR), a leading innovator of less-invasive, miniaturized circulatory support technologies that are revolutionizing the treatment of advanced heart failure,...
"Our financial performance during the third quarter demonstrated the underlying strength of our business but was impacted by anticipated headwinds, including clinical trial activity and foreign currency fluctuation," said
"In early August, we successfully completed enrollment in the 465-patient ENDURANCE2 destination therapy study of our HVAD System. As a result, we sold 15 units for the destination therapy study in the third quarter of 2015, compared to 62 units sold for this study in the third quarter of 2014. Exclusive of ENDURANCE2 trial units, U.S. unit sales increased by approximately 4% over the third quarter of 2014," added Mr. Godshall. "We plan to complete the one-year patient follow-up for ENDURANCE2 next summer and prepare a Pre-Market Approval (PMA) application for submission late next year, seeking a destination therapy indication."
During the third quarter, a total of 697 HeartWare HVAD Systems were sold globally, which represented a 3.3% increase from 675 units sold during the same period in 2014. U.S. revenue, generated through the sale of 327 units during the third quarter of 2015, was
"Since pausing enrollment in the MVAD® System CE Mark trial during the third quarter, we have made substantial progress toward resolving the manufacturing process issue with the MVAD System's controller and expect to resume production next month," said Mr. Godshall. "We are also reviewing reported adverse events, which are typical of those seen in other clinical trials for ventricular assist devices, and we are confident that we will resolve the issues in order to resume the MVAD CE Mark clinical trial. The MVAD System represents an important advancement in next-generation technology, and clinicians around the world remain eager to gain access to this innovative, novel device.
"In September, we also announced our plan to acquire Valtech Cardio – a strategic acquisition that will deepen our leadership in the heart failure market. Valtech's differentiated mitral and tricuspid valve repair and replacement platforms augment our mechanical circulatory support business and will establish
For the nine months ended
Gross margin percentage declined to 49.4% during the third quarter of 2015, from 65.7% during the second quarter of 2015 and 66.5% in the third quarter of 2014. This was attributable to a charge of
Total operating expenses for the third quarter of 2015 were
Research and development (R&D) expense was
Selling, general and administrative (SG&A) expenses were
Net loss for the third quarter of 2015 was
For the nine months ended
Items impacting comparability of operating results for the three- and nine-month periods ended
At
Conference Call and Webcast Information
A live webcast of the call will also be available in the Investors section of the company's website (http://ir.heartware.com/). A replay of the conference call will be available through the above link immediately following completion of the call.
About
Use of Non-GAAP Financial Measures
Participants in the Solicitation
Additional Information and Where To Find It
In connection with the proposed Transactions,
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the "Securities Act").
Forward-Looking Statements
This announcement contains forward-looking statements that are based on management's beliefs, assumptions and expectations and on information currently available to management. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements, including without limitation our expectations with respect to the: commercialization of the HeartWare HVAD System and introduction of the MVAD System; timing, progress and outcomes of clinical trials; regulatory and quality compliance; research and development activities; consummation of our proposed acquisition of
Contact:
Email: ctaylor@heartware.com
Phone: +1 508 739 0864
- Tables to Follow-
HEARTWARE INTERNATIONAL, INC. |
|||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
|||||||||
(in thousands, except per share data) |
|||||||||
(unaudited) |
|||||||||
Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||||
2015 |
2014 |
2015 |
2014 |
||||||
Revenue, net |
$ 65,166 |
$ 68,608 |
$ 208,756 |
$ 205,211 |
|||||
Cost of revenue |
32,990 |
22,977 |
80,258 |
68,846 |
|||||
Gross profit |
32,176 |
45,631 |
128,498 |
136,365 |
|||||
Operating expenses: |
|||||||||
Selling, general and administrative |
25,171 |
20,584 |
69,347 |
65,765 |
|||||
Research and development |
30,386 |
29,477 |
93,355 |
88,981 |
|||||
Change in fair value of contingent consideration |
2,360 |
(3,620) |
6,700 |
(14,180) |
|||||
Total operating expenses |
57,917 |
46,441 |
169,402 |
140,566 |
|||||
Loss from operations |
(25,741) |
(810) |
(40,904) |
(4,201) |
|||||
Other expense, net |
(3,914) |
(6,472) |
(30,142) |
(13,586) |
|||||
Loss before taxes |
(29,655) |
(7,282) |
(71,046) |
(17,787) |
|||||
Income tax (benefit) expense |
272 |
88 |
809 |
663 |
|||||
Net loss |
$ (29,927) |
$ (7,370) |
$ (71,855) |
$ (18,450) |
|||||
Net loss per common share – basic and diluted |
$ (1.73) |
$ (0.43) |
$ (4.16) |
$ (1.09) |
|||||
Weighted average shares outstanding – basic and diluted |
17,303 |
17,007 |
17,256 |
16,977 |
|||||
HEARTWARE INTERNATIONAL, INC. |
|||
CONDENSED CONSOLIDATED BALANCE SHEETS |
|||
(in thousands) |
|||
(unaudited) |
|||
September 30, 2015 |
December 31, |
||
ASSETS |
|||
Current assets: |
|||
Cash and cash equivalents |
$ 184,882 |
$ 102,946 |
|
Short-term investments |
63,391 |
75,535 |
|
Accounts receivable, net |
34,968 |
38,041 |
|
Inventories |
47,245 |
54,046 |
|
Prepaid expenses and other current assets |
6,744 |
5,975 |
|
Total current assets |
337,230 |
276,543 |
|
Property, plant and equipment, net |
15,711 |
19,036 |
|
Other assets, net |
135,525 |
128,234 |
|
Total assets |
$ 488,466 |
$ 423,813 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|||
Current liabilities: |
|||
Accounts payable |
$ 12,731 |
$ 13,322 |
|
Other accrued liabilities |
47,463 |
36,589 |
|
Total current liabilities |
60,194 |
49,911 |
|
Convertible senior notes, net |
188,790 |
114,803 |
|
Other long-term liabilities |
55,120 |
50,565 |
|
Stockholders' equity |
184,362 |
208,534 |
|
Total liabilities and stockholders' equity |
$ 488,466 |
$ 423,813 |
Reconciliation to Constant Currency Revenue Growth (unaudited) (see explanation below) |
|||||||
(dollars in thousands) |
|||||||
Three Months Ended September 30, |
Reported $ chg |
Reported % chg |
FX impact |
Constant Currency $ chg |
Constant Currency % chg |
||
2015 |
2014 |
||||||
Total U.S. Revenue |
35,578 |
39,068 |
(3,490) |
-8.9% |
- |
(3,490) |
-8.9% |
Total Int'l Revenue |
29,588 |
29,540 |
48 |
0.2% |
4,936 |
4,984 |
16.9% |
Total Revenue |
65,166 |
68,608 |
(3,442) |
-5.0% |
4,936 |
1,494 |
2.2% |
Nine Months Ended September 30, |
Reported $ chg |
Reported % chg |
FX impact |
Constant Currency $ chg |
Constant Currency % chg |
||
2015 |
2014 |
||||||
Total U.S. Revenue |
120,689 |
109,801 |
10,888 |
9.9% |
- |
10,888 |
9.9% |
Total Int'l Revenue |
88,068 |
95,410 |
(7,343) |
-7.7% |
16,013 |
8,671 |
9.1% |
Total Revenue |
208,756 |
205,211 |
3,545 |
1.7% |
16,013 |
19,558 |
9.5% |
Constant currency changes in the tables above take into consideration the foreign exchange rates in effect during the three- and nine-month periods ended September 30, 2015 and 2014. |
||||||||
Reconciliation of GAAP to Non-GAAP Net Loss per Common Share (unaudited) (see explanation of adjustments below) (in thousands, except per share data) |
||||||||
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||
2015 |
2014 |
2015 |
2014 |
|||||
GAAP net loss |
$ (29,927) |
$ (7,370) |
$ (71,855) |
$ (18,450) |
||||
GAAP net loss per common share – basic and diluted |
$ (1.73) |
$ (0.43) |
$ (4.16) |
$ (1.09) |
||||
Adjustments: |
||||||||
Amortization of purchased intangible assets and goodwill |
(a) |
|||||||
-Selling, general and administrative |
84 |
84 |
252 |
252 |
||||
-Research and development |
327 |
247 |
981 |
721 |
||||
Acquisition-related transaction costs |
(b) |
3,641 |
— |
3,941 |
— |
|||
Contingent consideration adjustments |
(c) |
2,360 |
(3,620) |
6,700 |
(14,180) |
|||
Loss on extinguishment of long-term debt |
(d) |
— |
— |
16,588 |
— |
|||
Restructuring costs |
(e) |
|||||||
-Selling, general and administrative |
13 |
(79) |
436 |
2,985 |
||||
-Research and development |
— |
(66) |
2,213 |
1,032 |
||||
Total adjustments |
6,425 |
(3,434) |
31,111 |
(9,190) |
||||
Non-GAAP adjusted net loss |
$ (23,502) |
$ (10,804) |
$ (40,744) |
$ (27,640) |
||||
Non-GAAP adjusted net loss per common share – basic and diluted |
$ (1.36) |
$ (0.64) |
$ (2.36) |
$ (1.63) |
||||
Shares used in computing non-GAAP adjusted net loss per common share – basic and diluted |
17,303 |
17,007 |
17,256 |
16,977 |
(a) |
Represents amortization of purchased intangible assets related to CircuLite and WorldHeart during the three and nine months ended September 30, 2015 and 2014. |
(b) |
Represents transaction costs associated with the possible business combination with Valtech. |
(c) |
Represents the change in fair value of contingent consideration associated with the acquisition of CircuLite in December 2013. |
(d) |
Represents the loss on extinguishment of 3.5% convertible notes. |
(e) |
Represents certain restructuring costs incurred during the three and nine months ended September 30, 2015 and 2014 as follows (in thousands): |
Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||
2015 |
2014 |
2015 |
2014 |
||||
Lease exit charge for HeartWare's former Massachusetts corporate offices |
$ — |
$ (98) |
$ (28) |
$ 373 |
|||
Charges related to CircuLite acquisition: |
|||||||
Lease exit charge for former N.J. corporate offices |
13 |
19 |
464 |
1,709 |
|||
Lease exit charge for Aachen, Germany office |
— |
— |
139 |
— |
|||
Contract termination costs |
— |
— |
340 |
688 |
|||
Employee severance |
— |
(66) |
598 |
618 |
|||
Abandoned fixed assets |
— |
— |
1,137 |
629 |
|||
Total |
13 |
(47) |
2,677 |
3,644 |
|||
Total restructuring costs |
$ 13 |
$ (145) |
$ 2,649 |
$ 4,017 |
The terms "non-GAAP adjusted net loss" and "non-GAAP adjusted net loss per common share" refer to GAAP net (loss)/income and GAAP net (loss)/income per common share excluding certain adjustments such as amortization of purchased intangible assets, impairment charges, purchase accounting and acquisition-related transaction costs, and restructuring and severance costs as follows: |
|
1) |
We exclude amortization of purchased intangible assets and periodic impairment charges related to long-lived assets from this measure because such charges do not represent what our management believes are the costs of developing, producing, supporting and selling our products and the costs to support our internal operating structure. |
2) |
We exclude purchase accounting adjustments and acquisition-related costs from this measure because they occur as a result of specific events and are not reflective of our internal investments and the ongoing costs to support our operating structure. Purchase accounting adjustments include contingent consideration fair market value adjustments. |
3) |
We exclude restructuring and severance costs from this measure because they tend to occur as a result of specific events such as acquisitions, divestitures, repositioning our business or other unusual events that could make comparisons of long-range trends difficult and are not reflective of our internal investments and the costs to support our operating structure. |
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