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): July 30, 2015
HEARTWARE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-34256 |
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26-3636023 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
500 Old Connecticut Path
Framingham, MA 01701
(Address of principal executive offices)
Registrants telephone number, including area code:
508.739.0950
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)) |
Item 2.02 Results of Operations and Financial Condition.
On July 30, 2015, HeartWare International, Inc. (Nasdaq: HTWR), issued a press release announcing financial results for the quarter ended June 30,
2015. A copy of the release is furnished with this report as Exhibit 99.1.
The information in this Item 2.02 of this Current Report on Form 8-K and
Exhibit 99.1 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, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No. |
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Description |
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99.1 |
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Press Release issued by HeartWare International, Inc. dated July 30, 2015. |
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.
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HeartWare International, Inc. |
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Date: July 30, 2015 |
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By: |
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/s/ Lawrence J. Knopf |
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Name: |
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Lawrence J. Knopf |
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Title: |
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Senior Vice President, General Counsel and Secretary |
INDEX TO EXHIBITS
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Exhibit
No. |
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Description |
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99.1 |
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Press Release issued by HeartWare International, Inc. dated July 30, 2015. |
Exhibit 99.1
HEARTWARE INTERNATIONAL REPORTS $73.6 MILLION IN SECOND QUARTER 2015 REVENUE, DRIVEN BY STRONG GLOBAL
UNIT GROWTH
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Record 773 HeartWare HVAD® Systems sold worldwide in second quarter, with record unit sales in both U.S. and international markets |
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U.S. revenue grew 16% to $42.9 million, compared to second quarter 2014 |
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International revenue of $30.7 million, an increase of 10% from second quarter 2014 on a constant-currency basis |
Conference call today at 8:00 a.m. U.S. EDT
Framingham, Mass., July 30, 2015 - HeartWare International, Inc. (NASDAQ: HTWR), a leading innovator of less invasive, miniaturized circulatory
support technologies that are revolutionizing the treatment of advanced heart failure, today announced total revenue of $73.6 million for the quarter ended June 30, 2015 compared to $70.1 million for the quarter ended June 30, 2014.
Currency fluctuations impacted revenue growth by approximately $6.0 million, or nine percentage points, during the three months ended June 30, 2015, as compared to the same period in 2014. Total revenues increased 13% on a constant-currency
basis compared to the same period in 2014.
During the second quarter, a total of 773 HeartWare
HVAD® Systems were sold globally, which represented an increase of 15% from 674 units sold in the second quarter of 2014. U.S. revenue, generated through the sale of 391 units during the
second quarter of 2015, was $42.9 million. International revenue, generated through the sale of 382 units during the second quarter of 2015, was $30.7 million.
We are pleased to report another quarter of solid financial results and achievement of record revenue and units sold during the second quarter, with
particular strength in the U.S. market, said Doug Godshall, President and Chief Executive Officer. In addition to this strong financial performance, we were pleased to have recently begun patient enrollment in our MVAD® System CE Mark trial, a significant accomplishment for the company and an important step forward for this innovative, new device.
We also made significant strides operationally during the quarter. We presented data from our ENDURANCE Destination Therapy trial of HVAD in which the
study achieved the primary endpoint, we obtained approval to market the HeartWare HVAD System as a bridge to transplantation in Canada, and we made continued progress with the supplemental destination therapy study, ENDURANCE 2, which is
currently 98% enrolled, with full enrollment expected to be completed soon, Mr. Godshall added.
For the six months ended June 30, 2015,
total revenue increased approximately five percent to $143.6 million, compared to $136.6 million for the same period in 2014. Total revenue increased 13% on a constant-currency basis compared to the first six months of 2014.
Gross margin percentage declined to 65.7% during the second quarter of 2015, from 67.3% in the second quarter of 2014. The net decline included 2.6 percentage
points related to foreign exchange rates changes, which was partially offset by volume and efficiency improvements.
Total operating expenses for the second quarter of 2015 were $56.2 million, compared to $34.2 million for the
second quarter of 2014 and $55.3 million for the first quarter of 2015. Total operating expenses for the second quarter of 2015 included a $2.2 million net increase in fair value of the contingent purchase consideration for CircuLite. This compared
to the second quarter of 2014, in which total operating expenses included a $13.7 million reduction in the estimated fair value of the contingent consideration.
Research and development expense was $31.7 million for the second quarter of 2015, compared to $26.9 million for the same period in 2014. This increase in
R&D expense was primarily attributable to increased clinical and regulatory expenses and quality system improvements.
Selling, general and
administrative expenses were $22.2 million for the second quarter of 2015, compared to $20.9 million for the second quarter of 2014. The increase in SG&A expenses was primarily attributable to increased employee headcount and other
administrative expenses to support HeartWares growth.
Other expense for the second quarter of 2015 included a $16.6 million loss in connection with
the partial extinguishment in May 2015 of the companys 2017 convertible notes.
Net loss for the second quarter of 2015 was $27.4 million, or a loss
of $1.59 per basic and diluted share, compared to net income of $8.4 million, or $0.49 per basic and $0.48 per diluted share, for the second quarter of 2014. Non-GAAP net loss for the second quarter of 2015 was $8.1 million, or a loss of $0.47 per
basic and diluted share, compared to a non-GAAP net loss of $4.9 million, or a loss of $0.29 per basic and diluted share, for the second quarter of 2014.
For the six months ended June 30, 2015, the company recorded a net loss of $41.9 million, or a loss of $2.43 per basic and diluted share, compared to a
net loss of $11.1 million, or a loss of $0.65 per basic and diluted share, for the six months ended June 30, 2014. Non-GAAP net loss for the six months ended June 30, 2015 was $17.5 million, or a loss of $1.02 per basic and diluted share,
compared to a non-GAAP net loss of $16.8 million, or a loss of $0.99 per basic and diluted share, for the six months ended June 30, 2014.
Items
impacting comparability of operating results for the three- and six-month periods ended June 30, 2015 to the same periods in 2014 include purchase accounting amortization, restructuring charges, contingent consideration adjustments and loss on
extinguishment of long-term debt, as described later in this news release under Use of Non-GAAP Financial Measures and Reconciliation of GAAP to Non-GAAP Net Loss per Common Share.
At June 30, 2015, HeartWare had $252 million of cash, cash equivalents and investments, which included $76 million in net proceeds from a convertible
note exchange and issuance executed during the second quarter. In the second quarter, the company had positive operating cash flow of approximately $5 million.
Conference Call and Webcast Information
HeartWare will
host a conference call on Thursday, July 30, 2015 at 8:00 a.m., U.S. Eastern Daylight Time to discuss its financial results, highlights from the second quarter and the companys business outlook. The call may be accessed by dialing
1-877-407-0789 five minutes prior to the scheduled start time and referencing HeartWare. Callers outside the U.S. should dial +1-201-689-8562.
A live webcast of the call will also be available in the Investors section of the companys website
(http://ir.heartware.com/). A replay of the conference call will be available through the above weblink immediately following completion of the call.
About HeartWare International
HeartWare International
develops and manufactures miniaturized implantable heart pumps, or ventricular assist devices, to treat patients suffering from advanced heart failure. The HeartWare® Ventricular Assist System
features the HVAD® pump, a small full-support circulatory assist device designed to be implanted next to the heart, avoiding the abdominal surgery generally required to implant competing
devices. The HeartWare System is approved in the United States for the intended use as a bridge to cardiac transplantation in patients who are at risk of death from refractory end-stage left ventricular heart failure, has received CE Marking in the
European Union and has been used to treat patients in 46 countries. The device is also currently the subject of a U.S. clinical trial for destination therapy. For additional information, please visit the companys website at www.heartware.com.
HeartWare International, Inc. is a member of the Russell 2000® and its securities are
publicly traded on The NASDAQ Stock Market.
HEARTWARE, HVAD, MVAD, PAL, SYNERGY, CIRCULITE and HeartWare logos are trademarks of HeartWare, Inc. or
its affiliates.
Use of Non-GAAP Financial Measures
HeartWare management supplements its GAAP financial reporting with certain non-GAAP financial measures for financial and operational decision making. For
example, we use non-GAAP adjusted net loss and non-GAAP adjusted net loss per common share to refer to GAAP loss per share excluding certain adjustments such as amortization of intangible assets, impairment charges, purchase
accounting and acquisition-related transaction costs, and restructuring and severance costs. These are non-GAAP financial measures under Section 101 of Regulation G under the Securities Exchange Act of 1934, as amended. Management believes that
providing this additional information enhances investors understanding of the financial performance of the companys operations and increases comparability of its current financial statements to prior periods. Non-GAAP measures should not
be considered a substitute for measures of financial performance in accordance with GAAP, and they should be reviewed in comparison with their most directly comparable GAAP financial results. Reconciliations of HeartWares GAAP to non-GAAP
financial measures are provided at the end of this news release under Reconciliation of GAAP to Non-GAAP Net Loss per Common Share.
Forward-Looking Statements
This announcement contains
forward-looking statements that are based on managements 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 and our ability to take advantage of acquired and pipeline technology. Management believes that these forward-looking statements are reasonable as and when
made. However, you should not place undue reliance on forward-looking statements because they speak only as of the date when made. HeartWare does not assume any obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as may be required by federal securities laws and the rules and regulations of the Securities and Exchange Commission. HeartWare may not actually achieve the plans, projections or
expectations disclosed in forward-looking statements, and actual results, developments or events could differ materially from those disclosed in the forward-looking statements. Forward-looking statements are subject to a number of risks and
uncertainties, including without limitation those described in Part I, Item 1A. Risk Factors in HeartWares Annual Report on Form 10-K filed with the Securities and Exchange Commission. HeartWare may update risk factors from
time to time in Part II, Item 1A Risk Factors in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other filings with the Securities and Exchange Commission.
Contact:
Christopher Taylor
HeartWare International, Inc.
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)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2015 |
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2014 |
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2015 |
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2014 |
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|
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|
Revenue, net |
|
$ |
73,569 |
|
|
$ |
70,131 |
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|
$ |
143,590 |
|
|
$ |
136,603 |
|
Cost of revenue |
|
|
25,228 |
|
|
|
22,955 |
|
|
|
47,268 |
|
|
|
45,870 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Gross profit |
|
|
48,341 |
|
|
|
47,176 |
|
|
|
96,322 |
|
|
|
90,733 |
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|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
22,247 |
|
|
|
20,948 |
|
|
|
44,176 |
|
|
|
45,180 |
|
Research and development |
|
|
31,702 |
|
|
|
26,913 |
|
|
|
62,969 |
|
|
|
59,504 |
|
Change in fair value of contingent consideration |
|
|
2,240 |
|
|
|
(13,700 |
) |
|
|
4,340 |
|
|
|
(10,560 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
56,189 |
|
|
|
34,161 |
|
|
|
111,485 |
|
|
|
94,124 |
|
|
|
|
|
|
Income (loss) from operations |
|
|
(7,848 |
) |
|
|
13,015 |
|
|
|
(15,163 |
) |
|
|
(3,391 |
) |
|
|
|
|
|
Other expense, net |
|
|
(19,239 |
) |
|
|
(4,298 |
) |
|
|
(26,228 |
) |
|
|
(7,114 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Loss before taxes |
|
|
(27,087 |
) |
|
|
8,717 |
|
|
|
(41,391 |
) |
|
|
(10,505 |
) |
Income tax expense |
|
|
306 |
|
|
|
353 |
|
|
|
537 |
|
|
|
575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(27,393 |
) |
|
$ |
8,364 |
|
|
$ |
(41,928 |
) |
|
$ |
(11,080 |
) |
|
|
|
|
|
|
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|
|
|
|
|
|
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Net income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(1.59 |
) |
|
$ |
0.49 |
|
|
$ |
(2.43 |
) |
|
$ |
(0.65 |
) |
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
(1.59 |
) |
|
$ |
0.48 |
|
|
$ |
(2.43 |
) |
|
$ |
(0.65 |
) |
|
|
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Weighted average shares outstanding: |
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|
|
|
|
|
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|
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|
|
|
|
|
|
|
Basic |
|
|
17,269 |
|
|
|
16,989 |
|
|
|
17,232 |
|
|
|
16,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
17,269 |
|
|
|
17,305 |
|
|
|
17,232 |
|
|
|
16,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HEARTWARE INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
June 30, 2015 |
|
|
December 31, 2014 |
|
|
|
|
ASSETS |
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|
|
|
|
|
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Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
181,222 |
|
|
$ |
102,946 |
|
Short-term investments |
|
|
69,574 |
|
|
|
75,535 |
|
Accounts receivable, net |
|
|
35,648 |
|
|
|
38,041 |
|
Inventories |
|
|
50,571 |
|
|
|
54,046 |
|
Prepaid expenses and other current assets |
|
|
6,276 |
|
|
|
5,975 |
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
343,291 |
|
|
|
276,543 |
|
|
|
|
Property, plant and equipment, net |
|
|
17,005 |
|
|
|
19,036 |
|
Other assets, net |
|
|
130,354 |
|
|
|
128,234 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
490,650 |
|
|
$ |
423,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
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|
|
|
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|
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Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
11,071 |
|
|
$ |
13,322 |
|
Other accrued liabilities |
|
|
32,416 |
|
|
|
36,589 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
43,487 |
|
|
|
49,911 |
|
Convertible senior notes, net |
|
|
186,565 |
|
|
|
114,803 |
|
Other long-term liabilities |
|
|
52,823 |
|
|
|
50,565 |
|
Stockholders equity |
|
|
207,775 |
|
|
|
208,534 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
490,650 |
|
|
$ |
423,813 |
|
|
|
|
|
|
|
|
|
|
Reconciliation to Constant Currency Revenue Growth (unaudited) (see explanation below)
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Reported $ change |
|
|
Reported % change |
|
|
FX impact |
|
|
Constant Currency $ change |
|
|
Constant Currency % change |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total U.S. Revenue |
|
$ |
42,922 |
|
|
$ |
36,945 |
|
|
$ |
5,977 |
|
|
|
16.2 |
% |
|
|
|
|
|
$ |
5,977 |
|
|
|
16.2 |
% |
Total Intl Revenue |
|
|
30,647 |
|
|
|
33,186 |
|
|
|
(2,539 |
) |
|
|
-7.7 |
% |
|
|
5,994 |
|
|
|
3,455 |
|
|
|
10.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenue |
|
$ |
73,569 |
|
|
$ |
70,131 |
|
|
$ |
3,438 |
|
|
|
4.9 |
% |
|
$ |
5,994 |
|
|
$ |
9,432 |
|
|
|
13.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
Reported $ change |
|
|
Reported % change |
|
|
FX impact |
|
|
Constant Currency $ change |
|
|
Constant Currency % change |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total U.S. Revenue |
|
$ |
85,111 |
|
|
$ |
70,733 |
|
|
$ |
14,378 |
|
|
|
20.3 |
% |
|
|
|
|
|
$ |
14,378 |
|
|
|
20.3 |
% |
Total Intl Revenue |
|
|
58,479 |
|
|
|
65,870 |
|
|
|
(7,391 |
) |
|
|
-11.2 |
% |
|
|
10,965 |
|
|
|
3,574 |
|
|
|
5.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenue |
|
$ |
143,590 |
|
|
$ |
136,603 |
|
|
$ |
6,987 |
|
|
|
5.1 |
% |
|
$ |
10,965 |
|
|
$ |
17,952 |
|
|
|
13.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Constant currency changes in the tables above reflect the foreign exchange rates in effect during the three- and six-month
periods ended June 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 June 30, |
|
|
Six Months Ended June 30, |
|
|
|
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
GAAP net (loss) income |
|
|
|
$ |
(27,393 |
) |
|
$ |
8,364 |
|
|
$ |
(41,928 |
) |
|
$ |
(11,080 |
) |
|
|
|
|
|
|
GAAP net (loss) income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
$ |
(1.59 |
) |
|
$ |
0.49 |
|
|
$ |
(2.43 |
) |
|
$ |
(0.65 |
) |
Diluted |
|
|
|
$ |
(1.59 |
) |
|
$ |
0.48 |
|
|
$ |
(2.43 |
) |
|
$ |
(0.65 |
) |
|
|
|
|
|
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization and impairment of purchased intangible assets and goodwill |
|
(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-Selling, general and administrative |
|
|
|
|
84 |
|
|
|
84 |
|
|
|
168 |
|
|
|
168 |
|
-Research and development |
|
|
|
|
327 |
|
|
|
247 |
|
|
|
654 |
|
|
|
474 |
|
Contingent consideration adjustments |
|
(b) |
|
|
2,240 |
|
|
|
(13,700 |
) |
|
|
4,340 |
|
|
|
(10,560 |
) |
Loss on extinguishment of long-term debt |
|
(c) |
|
|
16,588 |
|
|
|
|
|
|
|
16,588 |
|
|
|
|
|
Restructuring costs |
|
(d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-Selling, general and administrative |
|
|
|
|
(44 |
) |
|
|
38 |
|
|
|
423 |
|
|
|
3,064 |
|
-Research and development |
|
|
|
|
49 |
|
|
|
72 |
|
|
|
2,213 |
|
|
|
1,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total adjustments |
|
|
|
|
19,244 |
|
|
|
(13,259 |
) |
|
|
24,386 |
|
|
|
(5,756 |
) |
|
|
|
|
|
|
Non-GAAP adjusted net loss |
|
|
|
$ |
(8,149 |
) |
|
$ |
(4,895 |
) |
|
$ |
(17,542 |
) |
|
$ |
(16,836 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP adjusted net loss per common share basic and diluted |
|
|
|
$ |
(0.47 |
) |
|
$ |
(0.29 |
) |
|
$ |
(1.02 |
) |
|
$ |
(0.99 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in computing non-GAAP adjusted net loss per common share basic and diluted |
|
|
|
|
17,269 |
|
|
|
16,989 |
|
|
|
17,232 |
|
|
|
16,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Represents amortization of purchased intangible assets related to CircuLite and World Heart during the three and six months ended June 30, 2015 and 2014. |
(b) |
Represents the change in fair value of contingent consideration associated with the acquisition of CircuLite in December 2013. |
(c) |
Represents the loss on extinguishment of 3.5% convertible notes. |
(d) |
Represents certain restructuring costs incurred during the three and six months ended June 30, 2015 and 2014 as follows (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
Lease exit charge for HeartWares former Massachusetts corporate offices |
|
$ |
(30 |
) |
|
$ |
(57 |
) |
|
$ |
(28 |
) |
|
$ |
471 |
|
|
|
|
|
|
Charges related to CircuLite acquisition: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease exit charge for former N.J. corporate offices |
|
|
(14 |
) |
|
|
14 |
|
|
|
451 |
|
|
|
1,690 |
|
Lease exit charge for Aachen, Germany office |
|
|
|
|
|
|
|
|
|
|
139 |
|
|
|
|
|
Contract termination costs |
|
|
29 |
|
|
|
|
|
|
|
340 |
|
|
|
688 |
|
Employee severance |
|
|
|
|
|
|
153 |
|
|
|
598 |
|
|
|
684 |
|
Abandoned fixed assets |
|
|
20 |
|
|
|
|
|
|
|
1,136 |
|
|
|
629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
35 |
|
|
|
167 |
|
|
|
2,664 |
|
|
|
3,691 |
|
|
|
|
|
|
Total restructuring costs |
|
$ |
5 |
|
|
$ |
110 |
|
|
$ |
2,636 |
|
|
$ |
4,162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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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