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):  February 19, 2015
 
The Spectranetics Corporation
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
000-19711
 
84-0997049
 
 
(State or other jurisdiction
 
(Commission
 
(IRS Employer
 
 
of incorporation)
 
File Number)
 
Identification No.)
 
 
9965 Federal Drive
Colorado Springs, Colorado 80921
(Address of principal executive offices) (Zip Code)

(719) 633-8333
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 (see General Instruction A.2. below):
 
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o    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 February 19, 2015, we issued a press release that sets forth our results of operations for the three and twelve months ended December 31, 2014.  A copy of the press release is furnished as Exhibit 99.1.  The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of The Spectranetics Corporation, whether made before or after the date hereof, regardless of any general incorporation language in such filing.


 
ITEM 9.01         Financial Statements and Exhibits.
 
(d) Exhibits
 
99.1    Press release issued by The Spectranetics Corporation on February 19, 2015.






 






2




 
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.
 
 
 
 
THE SPECTRANETICS
 
 
CORPORATION
 
 
 
 
 
 
Date:
February 19, 2015
By:
/s/ Jeffrey A. Sherman
 
 
 
Jeffrey A. Sherman
 
 
 
Vice President, Deputy General Counsel and Corporate Secretary
 
 
 
 
 








3




 
EXHIBIT INDEX
 

Exhibit No.


99.1    Press release issued by The Spectranetics Corporation on February 19, 2015.




 







4




Exhibit 99.1
 

COMPANY CONTACT
INVESTOR CONTACT
The Spectranetics Corporation
Westwicke Partners
Guy Childs, Chief Financial Officer
Lynn Pieper
(719) 633-8333
(415) 202-5678
 
lynn.pieper@westwicke.com

FOR IMMEDIATE RELEASE

Spectranetics Achieves Fourth Quarter 2014 Revenue of $63.0 Million

Stellarex DCB Acquisition Closed and Stellarex Launched in Europe
Updates 2015 Outlook


COLORADO SPRINGS, Colo. (February 19, 2015) - The Spectranetics Corporation (NASDAQ: SPNC) today reported financial results for the three months and year ended December 31, 2014. Highlights of the quarter, all compared with the three months ended December 31, 2013 include:

Revenue of $63.0 million, up 50% (51% constant currency1)
Vascular Intervention revenue of $39.1 million grew 90% (91% constant currency)
U.S. peripheral atherectomy revenue grew 30%
AngioSculpt revenue of $14.7 million achieved
Lead Management revenue of $18.5 million increased 14% (15% constant currency)
U.S. revenue grew 52% to $52.3 million; International revenue grew 43% (49% constant currency) to $10.6 million
Closed acquisition of Stellarex™ Drug Coated Balloon (DCB); Launched Stellarex in Europe in January 2015

“The fourth quarter caps off a very productive year for our company.  Our tactical execution and performance combined with strategic progress set us up well for future growth and operating leverage.  Notably, we have early traction with ISR, our mechanical tools launch is ahead of schedule, the AngioScore integration is on track and, following our acquisition of the Stellarex platform in January, commercialization in Europe is underway.  Our competitive position is stronger than ever and we believe it will continue to improve over time,” said Scott Drake, President and Chief Executive Officer.






_____________________
1Constant currency, non-GAAP net loss, and Adjusted EBITDA are non-GAAP financial measures. See Reconciliation of Non-GAAP Financial Measures later in this release.






Net loss for the three months ended December 31, 2014 was $14.7 million, or $0.35 per share, compared with net income of $883,000, or $0.02 per share, for the three months ended December 31, 2013. Non-GAAP net loss1, which primarily excludes acquisition-related items, for the three months ended December 31, 2014 was $1.7 million, or $0.04 per share, compared with non-GAAP net income of $682,000, or $0.02 per share, for the three months ended December 31, 2013. Adjusted EBITDA1 was $3.2 million for the three months ended December 31, 2014 compared with $4.0 million for the three months ended December 31, 2013.

Year-To-Date Financial Results
Revenue for the year ended December 31, 2014 rose 29% to $204.9 million, including $29.6 million of AngioSculpt revenue, from $158.8 million for the year ended December 31, 2013. Vascular Intervention revenue increased 56% to $118.1 million, Lead Management revenue increased 7% (6% constant currency) to $66.7 million, and laser system, service and other revenue decreased 3% to $20.1 million.

On a geographic basis, revenue in the United States and Canada was $167.4 million, an increase of 29% from the year ended December 31, 2013. International revenue totaled $37.5 million, an increase of 31% (30% constant currency) from the year ended December 31, 2013.

Net loss for the year ended December 31, 2014 was $40.9 million, or $0.98 per share, compared with net loss of $370,000, or $0.01 per share, for the year ended December 31, 2013. Non-GAAP net loss for the year ended December 31, 2014 was $11.3 million, or $0.27 per share, compared with non-GAAP net income of $723,000, or $0.02 per share, for the year ended December 31, 2013. Adjusted EBITDA was $4.2 million for the year ended December 31, 2014 compared with $11.2 million for the year ended December 31, 2013.


2015 Financial Outlook
Spectranetics is updating its 2015 financial outlook to reflect the projected impact of Stellarex and adjustments for the weakening euro since the financial outlook provided in December 2014.

Spectranetics management continues to project revenue in the range of $258 million to $265 million, an increase of 26% to 29% over 2014. Management estimates the negative impact of a weakening euro at approximately $3 million. Projected sales from the Stellarex DCB products are anticipated to largely offset the foreign currency impact in 2015.

Vascular Intervention revenue growth is anticipated to be in the range of 41% to 46%. This includes projected AngioSculpt revenue of $62 million to $66 million and projected ISR revenue of approximately $15 million to $20 million.

Lead Management revenue growth is estimated in the range of 8% to 10%, which has been adjusted from the range of 11% to 12% provided previously, entirely due to the weaker euro.






_____________________
1Constant currency, non-GAAP net loss, and Adjusted EBITDA are non-GAAP financial measures. See Reconciliation of Non-GAAP Financial Measures later in this release.






Net loss for 2015 is projected to be in the range of $58.0 million to $62.0 million, or $1.36 to $1.46 per share. The net loss, excluding Stellarex, is projected to be $28.0 million to $32.0 million, or $0.66 to $0.75 per share. The net loss budgeted for Stellarex is approximately $30.0 million, or $0.71 per share. The Stellarex acquisition closed on January 27, 2015 and Spectranetics is in the early stages of integration. As integration proceeds, the budget will likely change. Also, the company has identified potential further applications of the technology that may enhance revenue and return metrics and entail additional investments.

Non-GAAP net loss for 2015 is projected to be in the range of $31.9 million to $35.9 million, or $0.75 to $0.84 per share. See “Reconciliation of non-GAAP Financial Measures” later in this release. Additional details supporting the 2015 outlook are provided below:

Gross margin is expected to be in the range of 74.5% to 75.0%. This includes improvement of approximately 50 basis points within the current business, which is offset by the dilutive impact of approximately 50 to 100 basis points associated with establishing manufacturing operations for the Stellarex product line.

Research, development and other technology expenses are expected to be approximately 25.5% to 26.0% of revenue, revised from 15.5% to 16.0% provided previously. The increase is entirely due to costs associated with the Stellarex program.


Conference Call
Management will host an investment community conference call today beginning at 2:30 p.m. MT / 4:30 p.m. ET. Individuals interested in listening to the conference call may dial (877) 561-2747 for domestic callers, or (973) 409-9689 for international callers, conference ID 69679617, or access the webcast on the investor relations section of the Companys Web site at: www.spectranetics.com. The webcast will be available on the Company’s Web site for 14 days following the completion of the call.


About Spectranetics
Spectranetics develops, manufactures, markets and distributes single-use medical devices used in minimally invasive procedures within the cardiovascular system. The Company’s products are sold in over 65 countries and are used to treat arterial blockages in the heart and legs and in the removal of pacemaker and defibrillator leads.

Spectranetics recently acquired AngioScore Inc., a leading developer, manufacturer and marketer of cardiovascular, specialty scoring balloons and the Stellarex drug-coated balloon platform from Covidien.

The Company’s Vascular Intervention (VI) products include a range of laser catheters for ablation of blockages in arteries above and below the knee as well as the AngioSculpt® scoring balloon used in both peripheral and coronary procedures and the Stellarex drug-coated balloon platform. The Company also markets support catheters to facilitate crossing of peripheral and coronary arterial blockages, and retrograde access and guidewire retrieval devices used in the treatment of peripheral arterial blockages, including chronic total occlusions. The Company markets aspiration and cardiac laser catheters to treat blockages in the heart.






The Lead Management (LM) product line includes excimer laser sheaths, dilator sheaths, mechanical sheaths and accessories for the removal of pacemaker and defibrillator cardiac leads.

For more information, visit www.spectranetics.com

Safe Harbor Statement
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. You can identify these statements because they do not relate strictly to historical or current facts. Such statements may include words such as “anticipate,” “will,” “estimate,” “expect,” “look forward,” “strive,” “project,” “intend,” “should,” “plan,” “believe,” “hope,” “enable,” “potential,” and other words and terms of similar meaning in connection with any discussion of, among other things, future operating or financial performance, strategic initiatives and business strategies, clinical trials, regulatory or competitive environments, our intellectual property and product development. These forward-looking statements include, but are not limited to, statements regarding our competitive position, product development and commercialization schedule, expectation of continued growth and the reasons for that growth, growth rates, strength, integration and product launches, and 2015 outlook including projected revenue and expenses, net loss and gross margin. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. You are cautioned not to place undue reliance on these forward-looking statements and to note they speak only as of the date of this release. These risks and uncertainties may include financial results differing from guidance, inability to successfully integrate AngioScore and Stellarex into our business, market acceptance of excimer laser atherectomy technology and our vascular intervention and lead removal products, lack of cash necessary to satisfy our cash obligations under our outstanding 2.625% Convertible Senior Notes due 2034, our debt adversely affecting our financial health and prevent us from fulfilling our debt service and other obligations, increasing price and product competition, increased pressure on expense levels resulting from expanded sales, marketing, product development and clinical activities, uncertain success of our strategic direction, dependence on new product development, loss of key personnel, uncertain success of or delays in our clinical trials, adverse results in any ongoing legal proceeding, or any legal proceeding in which we may become involved, adverse impact to our business of the health care reform and related legislation or regulations, including changes in reimbursements, continued or worsening adverse conditions in the general domestic and global economic markets and continued volatility and disruption of the credit markets, which affects the ability of hospitals and other health care systems to obtain credit and may impede our access to capital, intellectual property claims of third parties, availability of inventory from suppliers, adverse outcome of FDA inspections, the receipt of FDA approval to market new products or applications and the timeliness of any approvals, market acceptance of new products or applications, product defects, ability to manufacture sufficient volumes to fulfill customer demand, availability of vendor-sourced components at reasonable prices, unexpected delays or costs associated with any planned improvements to our manufacturing processes, and share price volatility due to the initiation or cessation of coverage, or changes in ratings, by securities analysts. For a further list and description of such risks and uncertainties that could cause our actual results, performance or achievements to materially differ from any anticipated results, performance or achievements, please see our previously filed SEC reports, including those risks set forth in our 2013 Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. We disclaim any intention or obligation to update or revise any financial or other projections or other forward-looking statements, whether because of new information, future events or otherwise.






Use of Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP), we use certain non-GAAP financial measures in this release. Reconciliations of the non-GAAP financial measures used in this release to the most directly comparable GAAP measures for the respective periods, and an explanation of our use of these non-GAAP measures, can be found in Reconciliation of Non-GAAP Financial Measures immediately following the financial tables. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP.
-Financial tables follow-









THE SPECTRANETICS CORPORATION
Condensed Consolidated Statements of Operations
(in thousands, except per share data and percentages)
(unaudited)
 
 
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
 
2014
 
2013
 
2014
 
2013
Revenue
 
$
62,959

 
$
41,920

 
$
204,914

 
$
158,811

Cost of products sold
 
15,859

 
10,359

 
51,385

 
41,356

Amortization of inventory step-up
 
1,060

 

 
2,074

 

Gross profit
 
46,040

 
31,561

 
151,455

 
117,455

Operating expenses:
 
 
 
 
 
 
 
 
Selling, general and administrative
 
36,447

 
23,661

 
128,129

 
91,750

Research, development and other technology
 
9,311

 
5,760

 
28,675

 
22,080

Acquisition transaction and integration costs
 
9,233

 

 
17,288

 

Medical device excise tax
 
857

 
570

 
2,834

 
2,138

Acquisition-related intangible asset amortization
 
3,007

 
245

 
6,335

 
901

Contingent consideration expense
 
955

 
229

 
2,070

 
867

Intangible asset impairment and change in fair value of contingent consideration liability, net
 

 
(675
)
 
3,074

 
(675
)
Total operating expenses
 
59,810

 
29,790

 
188,405

 
117,061

Operating (loss) income
 
(13,770
)
 
1,771

 
(36,950
)
 
394

Other (expense) income, net
 
(1,864
)
 
(3
)
 
(4,273
)
 
16

(Loss) income before taxes
 
(15,634
)
 
1,768

 
(41,223
)
 
410

Income tax (benefit) expense
 
(903
)
 
885

 
(322
)
 
780

Net (loss) income
 
$
(14,731
)
 
$
883

 
$
(40,901
)
 
$
(370
)
 
 
 
 
 
 
 
 
 
Net (loss) income per common share:
 
 
 
 
 
 
 
 
Basic and diluted
 
$
(0.35
)
 
$
0.02

 
$
(0.98
)
 
$
(0.01
)
Weighted average shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
41,931

 
41,108

 
41,679

 
38,941

Diluted
 
41,931

 
42,741

 
41,679

 
38,941







THE SPECTRANETICS CORPORATION
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
 

 
December 31, 2014
 
December 31, 2013
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
95,505

 
$
128,395

Accounts receivable, net
41,090

 
26,766

Inventories, net
25,446

 
9,476

Deferred income taxes, current portion, net
2,200

 
445

Other current assets
8,093

 
2,748

Total current assets
172,334

 
167,830

Property and equipment, net
33,819

 
28,281

Debt issuance costs, net
6,912

 

Goodwill and intangible assets
252,514

 
20,455

Other assets
1,371

 
591

Total assets
$
466,950

 
$
217,157

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities
$
41,343

 
$
23,225

Convertible senior notes
230,000

 

Other non-current liabilities
33,450

 
3,932

Stockholders’ equity
162,157

 
190,000

Total liabilities and stockholders’ equity
$
466,950

 
$
217,157







THE SPECTRANETICS CORPORATION
Supplemental Financial Information
(Unaudited)
Financial Summary
2013
 
2014
(000’s, except laser sales and installed base amounts)
4th Qtr
 
1st Qtr
 
2nd Qtr
 
3rd Qtr
 
4th Qtr
 
 
 
 
 
 
 
 
 
 
Disposable products revenue:
 
 
 
 
 
 
 
 
 
Vascular Intervention revenue (organic)
$
20,555

 
$
20,021

 
$
22,496

 
$
21,634

 
$
24,371

Vascular Intervention revenue (AngioSculpt)

 

 

 
14,942

 
14,684

Total Vascular Intervention revenue
20,555

 
20,021

 
22,496

 
36,576

 
39,055

Lead Management revenue
16,286

 
14,470

 
16,114

 
17,569

 
18,509

     Total disposable products revenue
36,841

 
34,491

 
38,610

 
54,145

 
57,564

 
 
 
 
 
 
 
 
 
 
Laser, service, and other revenue
5,079

 
5,123

 
4,945

 
4,641

 
5,395

 
 
 
 
 
 
 
 
 
 
Total revenue
41,920

 
39,614

 
43,555

 
58,786

 
62,959

Non-GAAP gross margin percentage (excluding amortization of inventory step up) (1)
75
%
 
74
%
 
76
%
 
75
%
 
75
%
 
 
 
 
 
 
 
 
 
 
Net income (loss)
883

 
(5,661
)
 
(6,565
)
 
(13,944
)
 
(14,731
)
Adjusted EBITDA (1)
3,984

 
(2,610
)
 
777

 
2,742

 
3,249

 
 
 
 
 
 
 
 
 
 
Cash flow provided by (used in) operating activities
5,029

 
(8,359
)
 
(1,111
)
 
(3,403
)
 
(7,576
)
Total cash and cash equivalents at end of quarter
128,395

 
120,866

 
107,027

 
103,538

 
95,505

 
 
 
 
 
 
 
 
 
 
Laser sales summary:
 
 
 
 
 
 
 
 
 
Laser sales from inventory
5

 
9

 
8

 
7

 
11

Laser sales from evaluation/rental units
5

 
4

 
1

 
5

 
2

Total laser sales
10

 
13

 
9

 
12

 
13

 
 
 
 
 
 
 
 
 
 
(1) Non-GAAP gross margin percentage (excluding amortization of inventory step up) and Adjusted EBITDA are non-GAAP financial measures. Please refer to the non-GAAP reconciliation tables following this table for the reconciliation to the most comparable GAAP measures.
 
 
 
 
 
 
 
 
 
 
Worldwide Installed Base Summary:
 
 
 
 
 
 
 
 
 
Laser sales from inventory
5

 
9

 
8

 
7

 
11

Rental placements
29

 
20

 
32

 
34

 
26

Evaluation placements
9

 
8

 
6

 
11

 
8

Laser placements during quarter
43

 
37

 
46

 
52

 
45

Buy-backs/returns during quarter
(18
)
 
(17
)
 
(15
)
 
(11
)
 
(10
)
Net laser placements during quarter
25

 
20

 
31

 
41

 
35

Total lasers placed at end of quarter
1,144

 
1,164

 
1,195

 
1,236

 
1,271








Reconciliation of Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements prepared in accordance with GAAP, we use certain non-GAAP financial measures in this release. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures for the respective periods can be found in the tables below. An explanation of the manner in which our management uses these non-GAAP measures to conduct and evaluate our business and the reasons management believes these non-GAAP measures provide useful information to investors are provided following the reconciliation tables.


THE SPECTRANETICS CORPORATION 
Reconciliation of revenue by geography to non-GAAP revenue by geography
on a constant currency basis
(in thousands, except percentages)
(unaudited)

 
Three Months Ended
 
 
 
 
December 31, 2014
 
December 31, 2013
 
Change
 
Revenue, as reported
 
Foreign exchange impact as compared to prior period
 
Revenue on a constant currency basis
 
Revenue, as reported
 
As reported
Constant currency basis
United States
$
52,310

 
$

 
$
52,310

 
$
34,493

 
52
%
52
%
International
10,649

 
417

 
11,066

 
7,427

 
43
%
49
%
Total revenue
$
62,959

 
$
417

 
$
63,376

 
$
41,920

 
50
%
51
%


 
Twelve Months Ended
 
 
 
 
December 31, 2014
 
December 31, 2013
 
Change
 
Revenue, as reported
 
Foreign exchange impact as compared to prior period
 
Revenue on a constant currency basis
 
Revenue, as reported
 
As reported
Constant currency basis
United States
$
167,399

 
$

 
$
167,399

 
$
130,126

 
29
%
29
%
International
37,515

 
(204
)
 
37,311

 
28,685

 
31
%
30
%
Total revenue
$
204,914

 
$
(204
)
 
$
204,710

 
$
158,811

 
29
%
29
%






THE SPECTRANETICS CORPORATION 

Reconciliation of revenue by product line to non-GAAP revenue by product line
on a constant currency basis
(in thousands, except percentages)
(unaudited)

 
Three Months Ended
 
 
 
 
December 31, 2014
 
December 31, 2013
 
Change
 
Revenue, as reported
 
Foreign exchange impact as compared to prior period
 
Revenue on a constant currency basis
 
Revenue, as reported
 
As reported
Constant currency basis
Vascular Intervention
$
39,055

 
$
108

 
$
39,163

 
$
20,555

 
90
 %
91
 %
Lead Management
18,509

 
208

 
18,717

 
16,286

 
14
 %
15
 %
Laser System, Service & Other
5,395

 
101

 
5,496

 
5,079

 
6
 %
8
 %
Total revenue
$
62,959

 
$
417

 
$
63,376

 
$
41,920

 
50
 %
51
 %
 
 
 
 
 
 
 
 
 
 
 
 
Twelve Months Ended
 
 
 
 
December 31, 2014
 
December 31, 2013
 
Change
 
Revenue, as reported
 
Foreign exchange impact as compared to prior period
 
Revenue on a constant currency basis
 
Revenue, as reported
 
As reported
Constant currency basis
Vascular Intervention
$
118,148

 
$
(88
)
 
$
118,060

 
$
75,601

 
56
 %
56
 %
Lead Management
66,662

 
(106
)
 
66,556

 
62,518

 
7
 %
6
 %
Laser System, Service & Other
20,104

 
(10
)
 
20,094

 
20,692

 
(3
)%
(3
)%
Total revenue
$
204,914

 
$
(204
)
 
$
204,710

 
$
158,811

 
29
 %
29
 %






THE SPECTRANETICS CORPORATION

Reconciliation of gross margin to non-GAAP gross margin
excluding amortization of inventory step-up
(in thousands, except percentages)
(unaudited)

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
December 31, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Gross profit, as reported
 
$
46,040

 
$
31,561

 
$
151,455

 
$
117,455

Amortization of inventory step-up (1)
 
1,060

 

 
2,074

 

Adjusted gross profit, excluding amortization of inventory step-up
 
$
47,100

 
$
31,561

 
$
153,529

 
$
117,455

 
 
 
 
 
 
 
 
 
Gross margin percentage, as reported
 
73
%
 
75
%
 
74
%
 
74
%
Non-GAAP gross margin percentage, excluding amortization of inventory step-up
 
75
%
 
75
%
 
75
%
 
74
%




Reconciliation of Net (Loss) Income to Non-GAAP Net (Loss) Income
(in thousands)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
December 31, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Net (loss) income, as reported
 
$
(14,731
)
 
$
883

 
$
(40,901
)
 
$
(370
)
Acquisition transaction and integration costs (2)
 
9,233

 

 
17,288

 

Amortization of inventory step-up (1)
 
1,060

 

 
2,074

 

Acquisition-related intangible asset amortization (3)
 
3,007

 
245

 
6,335

 
901

Contingent consideration expense (4)
 
955

 
229

 
2,070

 
867

Intangible asset impairment and change in fair value of contingent consideration liability, net (5)
 

 
(675
)
 
3,074

 
(675
)
Release of valuation allowance related to AngioScore acquisition (6)
 
(1,266
)
 

 
(1,266
)
 

Non-GAAP net (loss) income
 
$
(1,742
)
 
$
682

 
$
(11,326
)
 
$
723


Footnote explanations can be found following the last non-GAAP tables.





THE SPECTRANETICS CORPORATION

Reconciliation of Net (Loss) Income Per Share to Non-GAAP Net (Loss) Income Per Share
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
December 31, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Net (loss) income per share, as reported
 
$
(0.35
)
 
$
0.02

 
$
(0.98
)
 
$
(0.01
)
Acquisition transaction and integration costs (2)
 
0.22

 

 
0.41

 

Amortization of inventory step-up (1)
 
0.03

 

 
0.05

 

Acquisition-related intangible asset amortization (3)
 
0.07

 
0.01

 
0.15

 
0.02

Contingent consideration expense (4)
 
0.02

 
0.01

 
0.05

 
0.02

Intangible asset impairment and change in fair value of contingent consideration liability, net (5)
 

 
(0.02
)
 
0.07

 
(0.02
)
Release of valuation allowance due to AngioScore acquisition (6)
 
(0.03
)
 

 
(0.03
)
 

Non-GAAP net (loss) income per share (7)
 
$
(0.04
)
 
$
0.02

 
$
(0.27
)
 
$
0.02




Reconciliation of Net Income (Loss) to Adjusted EBITDA
(in thousands)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
Dec 31, 2013
 
March 31, 2014
 
June 30, 2014
 
Sept 30, 2014
 
Dec 31, 2014
Net income (loss), as reported
 
$
883

 
$
(5,661
)
 
$
(6,565
)
 
$
(13,944
)
 
$
(14,731
)
Income tax expense (benefit)
 
885

 
147

 
246

 
188

 
(903
)
Interest (income) expense, net
 
(2
)
 
(1
)
 
489

 
1,801

 
1,773

Depreciation and amortization
 
2,419

 
2,459

 
2,473

 
2,691

 
2,855

Acquisition transaction and integration costs (2)
 

 
271

 
3,958

 
3,826

 
9,233

Amortization of inventory step-up (1)
 

 

 

 
1,014

 
1,060

Acquisition-related intangible asset amortization (3)
 
245

 
137

 
136

 
3,055

 
3,007

Contingent consideration expense (4)
 
229

 
38

 
40

 
1,037

 
955

Intangible asset impairment and change in fair value of contingent consideration liability, net (5)
 
(675
)
 

 

 
3,074

 

Adjusted EBITDA (8)
 
$
3,984

 
$
(2,610
)
 
$
777

 
$
2,742

 
$
3,249







THE SPECTRANETICS CORPORATION 

Reconciliation of Net Loss to Adjusted EBITDA
(in thousands)
(unaudited)
 
 
 
 
 
 
 
Twelve Months Ended
 
 
December 31, 2014
 
December 31, 2013
Net loss, as reported
 
$
(40,901
)
 
$
(370
)
Income tax (benefit) expense
 
(322
)
 
780

Interest expense (income), net
 
4,062

 
(3
)
Depreciation and amortization
 
10,478

 
9,705

Acquisition transaction and integration costs (2)
 
17,288

 

Amortization of inventory step-up (1)
 
2,074

 

Acquisition-related intangible asset amortization (3)
 
6,335

 
901

Contingent consideration expense (4)
 
2,070

 
867

Intangible asset impairment and change in fair value of contingent consideration liability, net (5)
 
3,074

 
(675
)
Adjusted EBITDA (8)
 
$
4,158

 
$
11,205



Reconciliation of 2015 Projected Net Loss to Non-GAAP Projected Net Loss
(in millions)
(unaudited)

 
 
Projected Range
 
 
Twelve Months Ending
 
 
December 31, 2015
 
December 31, 2015
Net loss, GAAP
 
$
(62.0
)
 
$
(58.0
)
Acquisition-related transaction and integration costs (9)
 
9.0

 
9.0

Acquisition-related amortization & contingent consideration expense (10)
 
17.1

 
17.1

Non-GAAP net loss
 
$
(35.9
)
 
$
(31.9
)

Reconciliation of 2015 Projected Net Loss Per Share to Non-GAAP Projected Net Loss Per Share
(unaudited)

 
 
Projected Range
 
 
Twelve Months Ending
 
 
December 31, 2015
 
December 31, 2015
Net loss per share, GAAP
 
$
(1.46
)
 
$
(1.36
)
Acquisition-related transaction and integration costs (9)
 
0.21

 
0.21

Acquisition-related amortization & contingent consideration expense (10)
 
0.40

 
0.40

Non-GAAP net loss per share (7)
 
$
(0.84
)
 
$
(0.75
)









__________________

1)
Amortization of inventory step-up relates to the inventory acquired in the AngioScore acquisition.

2)
Acquisition transaction and integration costs in 2014 primarily relate to the AngioScore acquisition, which closed on June 30, 2014, and include investment banking fees, accounting, consulting, and legal fees. In the third and fourth quarters of 2014, integration costs also included severance and retention costs. In addition, these costs included $1.2 million and $5.6 million during the third and fourth quarters of 2014, respectively, for legal fees associated with a patent-related matter in which AngioScore is the plaintiff. In the fourth quarter of 2014, transaction and integration costs also included $1.5 million, primarily legal fees, related to the Stellarex™ acquisition, which closed on January 27, 2015.

3)
Acquisition-related intangible asset amortization relates to intangible assets acquired in the AngioScore acquisition in June 2014 and intangible assets acquired from Upstream Peripheral Technologies Ltd. (Upstream) in 2013.

4)
Contingent consideration expense represents the accretion of the estimated contingent consideration liability related to future amounts payable to former AngioScore stockholders primarily based on sales of the AngioScore products and achievement of product development milestones, and to Upstream, primarily based on sales of the products acquired.

5)
Intangible asset impairment and change in fair value of contingent consideration liability, net, relates to intangible assets and contingent consideration liability acquired from Upstream. Due to factors associated with the access and overall retrograde interventional market and other relevant factors, in the third quarter of 2014, we recorded a net charge of $3.1 million, consisting of an impairment charge of approximately $4.1 million related to the intangible assets acquired and a reduction to the contingent consideration liability of $1.0 million. In the fourth quarter of 2013, we recorded a net credit of $0.7 million, consisting of a reduction to the contingent consideration liability of approximately $5.2 million and an impairment charge of approximately $4.5 million related to the intangible assets acquired.

6)
Included in the $0.3 million income tax benefit for the year ended December 31, 2014 is a $1.3 million tax benefit from the release of valuation allowance of our deferred tax assets (“DTAs”). In connection with our acquisition of AngioScore during the year ended December 31, 2014, deferred tax liabilities (“DTLs”) were established for the book-tax basis differences related to the non-goodwill intangible assets. These DTLs exceeded the acquired DTAs by $1.3 million.

7)
Per share amounts may not add due to rounding.

8)
In 2014, we are not adding back the medical device excise tax to Adjusted EBITDA, as the tax was also included in the 2013 results. Therefore, 2013 Adjusted EBITDA has been restated to include the medical device excise tax.

9)
Acquisition-related transaction and integration costs include AngioScore severance and retention costs of $2.1 million, legal fees associated with a patent-related matter in which AngioScore is the plaintiff of $4.9 million and estimated transaction and integration costs for the Stellarex acquisition of $2.0 million.

10)
Acquisition-related intangible asset amortization relates to intangible assets acquired in the AngioScore acquisition in June 2014 and the Stellarex acquisition in January 2015, intangible assets acquired from Upstream, and amortization of acquired inventory step-up related to the inventory acquired in the AngioScore acquisition. Contingent consideration expense represents the accretion of the estimated contingent consideration liability related to future amounts that may be payable to former AngioScore stockholders primarily based on sales of the AngioScore products and achievement of product development milestones, and to Upstream, primarily based on sales of the products acquired.


Management uses the non-GAAP financial measures as supplemental measures to analyze the underlying trends in our business, assess the performance of our core operations, establish operational goals and forecasts that are used in allocating resources and evaluate our performance period over period and in relation to our competitors’ operating results.






The impact of foreign exchange rates is highly variable and difficult to predict. We use a constant currency basis to show the impact from foreign exchange rates on current period revenue compared to prior period revenue using the prior period’s foreign exchange rates. In order to properly understand the underlying business trends and performance of our ongoing operations, we believe that investors may find it useful to consider the impact of excluding changes in foreign exchange rates from our revenue.

We believe presenting the non-GAAP financial measures used in this release provides investors greater transparency to the information used by our management for financial and operational decision-making and allows investors to see our results “through the eyes” of management. We also believe providing this information better enables our investors to understand our operating performance and evaluate the methodology used by management to evaluate and measure such performance.
 
Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. Some limitations associated with using these non-GAAP financial measures are provided below:
 
Management exercises judgment in determining which types of charges or other items should be excluded from the non-GAAP financial measures used.

Depreciation and amortization expense, while not requiring cash settlement, are ongoing and recurring expenses and have a material impact on GAAP net income or loss and reflect costs to us not reflected in Adjusted EBITDA. The intangible asset impairment, while not requiring cash settlement, reflects an economic cost to us not reflected in Adjusted EBITDA.

Items such as the acquisition transaction and integration costs and contingent consideration expense excluded from Adjusted EBITDA and non-GAAP net (loss) income can have a material impact on cash flows and GAAP net (loss) income and reflect economic costs to us not reflected in Adjusted EBITDA or non-GAAP net (loss) income.
  
Revenue growth rates stated on a constant currency basis, by their nature, exclude the impact of changes in foreign currency exchange rates, which may have a material impact on GAAP revenue.
 
Non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and therefore other companies may calculate similarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

  # # #


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