LivaNova Reports Second-Quarter 2022 Results
LivaNova PLC (Nasdaq: LIVN) reported a 3.9% decline in revenue, totaling $254.2 million for Q2 2022, though constant-currency revenue increased by 0.5%. Excluding the divested Heart Valves business, revenue grew by 1.8% on a reported basis and 6.5% in constant-currency terms. The diluted earnings per share was $0.30, with adjusted diluted EPS at $0.53. The company anticipates a 4-6% revenue growth for full-year 2022 before currency impacts, while foreign exchange is expected to create a 4-5% headwind. Full-year adjusted EPS is projected between $2.25 and $2.45.
- Revenue growth of 1.8% reported, 6.5% constant-currency, excluding Heart Valves.
- Diluted EPS improved to $0.30 from a loss of $1.15 YoY.
- Adjusted diluted EPS rose to $0.53, up from $0.50 in the previous year.
- Successful NTAP approval from U.S. Centers for Medicare and Medicaid for Hemolung system.
- Overall revenue decreased by 3.9% compared to Q2 2021.
- Advanced Circulatory Support revenue plummeted 29.1% YoY.
- Supply chain pressures and foreign currency fluctuations anticipated to impact earnings.
Financial Summary and Highlights1
-
Revenue of
for the quarter, decreased 3.9 percent on a reported basis and increased 0.5 percent on a constant-currency basis, as compared to the prior-year period$254.2 million
-
Revenue, excluding sales from the Heart Valves business which was divested effective
June 1, 2021 , increased 1.8 percent on a reported basis and 6.5 percent on a constant-currency basis, as compared to the prior-year period
-
U.S. GAAP diluted earnings per share were and adjusted diluted earnings per share were$0.30 $0.53
-
Closed term loan facilities in
July 2022 for an aggregate principal amount of up to and repaid in full and terminated the prior$350 million bridge facility$220 million
-
Received New Technology Add-on Payment (NTAP) approval from the
U.S. Centers for Medicare and Medicaid for the Hemolung Respiratory Assist System for in-patient care
- Updating full-year 2022 outlook to reflect foreign currency headwinds and supply chain pressures, including the inflationary environment
“We delivered revenue growth in the second quarter, excluding foreign currency headwinds, driven by our Cardiopulmonary and Neuromodulation businesses,” said
Second-Quarter 2022 Results
The following table summarizes sales for the second quarter of 2022 by segment (in millions):
|
|
Three Months Ended
|
|
% Change |
|
Constant-
% Change |
||
|
|
2022 |
|
2021 |
|
|
||
Cardiopulmonary |
|
|
|
|
|
|
|
|
Neuromodulation |
|
117.8 |
|
117.6 |
|
|
|
|
Advanced Circulatory Support |
|
9.4 |
|
13.3 |
|
(29.6)% |
|
(29.1)% |
Other(1) |
|
1.2 |
|
15.7 |
|
(92.5)% |
|
(91.3)% |
Total |
|
254.2 |
|
264.5 |
|
(3.9)% |
|
|
Less: Heart Valves(1) |
|
— |
|
14.7 |
|
N/A |
|
N/A |
Total |
|
|
|
|
|
|
|
|
|
||||||||
(1) Three-month period ended |
All revenue growth rates below reflect comparable, constant-currency growth. Constant-currency growth accounts for the impact from fluctuations in the various currencies in which the Company operates as compared to reported growth.
Cardiopulmonary revenue increased 14.3 percent versus the second quarter of 2021 with growth across all regions. This growth was primarily driven by oxygenator sales due to an increase in cardiac surgery procedures and strength in heart-lung machine sales in the Rest of World and
Neuromodulation revenue increased 2.3 percent versus the second quarter of 2021 driven by the
Advanced Circulatory Support (ACS) revenue decreased 29.1 percent compared to the second quarter of 2021 primarily due to a reduction in patients treated with extracorporeal membrane oxygenation (ECMO) related to fewer severe COVID-19 cases and hospital staffing challenges, partially offset by growth in non-COVID-19 cases.
Financial Performance2
On a
On a
Updated Full-Year 2022 Outlook
Adjusted diluted earnings per share for 2022 are now expected to be in the range of
Conference Call Instructions
The Company will host a live audiocast at
______________________________________________ | ||
1 |
Constant-currency percent change, revenue excluding sales from the Heart Valves business, adjusted operating income, adjusted diluted earnings per share and adjusted free cash flow are non-GAAP measures. For an explanation of these and other non-GAAP measures used in this release, see the section entitled "Use of Non-GAAP Financial Measures." For reconciliations of certain non-GAAP measures, see the tables that accompany this press release. |
|
2 |
During the fourth quarter of 2021, the Company identified and rectified an error related to foreign currency exchange rates utilized to calculate inventory and cost of sales for the years ended |
About
Use of Non-GAAP Financial Measures
In this press release, management has disclosed financial measurements that present financial information not in accordance with GAAP. Company management uses these measurements as aids in monitoring the Company’s ongoing financial performance from quarter to quarter and year to year on a regular basis and for benchmarking against other medical technology companies. Non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. These non-GAAP financial measures should be considered along with, but not as alternatives to, operating performance measures as prescribed by GAAP.
Unless otherwise noted, all sales growth rates in this release reflect comparable, constant-currency growth. Management believes that referring to comparable, constant-currency growth is the most useful way to evaluate the sales performance of
The Company also believes adjusted financial measures such as adjusted gross profit percentage, adjusted selling, general and administrative expense, adjusted research and development expense, adjusted other operating expenses, adjusted operating income, adjusted income tax expense, adjusted net income and adjusted diluted earnings per share, are measures by which
Safe Harbor Statement
Certain statements in this press release, other than purely historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements include, but are not limited to, LivaNova’s plans, objectives, strategies, financial performance and outlook, trends, the amount and timing of future cash distributions, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual financial results, performance, achievements or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “seek,” “guidance,” "outlook," “predict,” “potential,” “likely,” “believe,” “will,” “should,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “forecast,” “foresee,” or variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the Company’s business, including those described in the “Risk Factors” section of Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the
We caution you not to place undue reliance on any forward-looking statements, which are made only as of the date of this press release. The Company does not undertake or assume any obligation to update publicly any of the forward-looking statements in this press release to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
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|||||||||
( |
|||||||||
|
|
|
Three Months Ended |
||||||
|
|
|
2022 |
|
2021 |
|
% Change at
|
|
% Change at
|
Cardiopulmonary |
|
|
|
|
|
|
|
|
|
US |
|
|
|
|
|
|
|
|
|
|
|
33.2 |
|
35.1 |
|
(5.6)% |
|
|
|
Rest of World |
|
54.8 |
|
45.4 |
|
|
|
|
|
Total |
|
125.8 |
|
117.9 |
|
|
|
|
|
Neuromodulation |
|
|
|
|
|
|
|
|
|
US |
|
91.4 |
|
91.8 |
|
(0.4)% |
|
(0.4)% |
|
|
|
13.7 |
|
14.6 |
|
(6.1)% |
|
|
|
Rest of World |
|
12.7 |
|
11.3 |
|
|
|
|
|
Total |
|
117.8 |
|
117.6 |
|
|
|
|
|
Advanced Circulatory Support |
|
|
|
|
|
|
|
|
|
US |
|
8.8 |
|
13.0 |
|
(32.2)% |
|
(32.2)% |
|
|
|
0.5 |
|
0.2 |
|
NM |
|
NM |
|
Rest of World |
|
0.1 |
|
0.1 |
|
NM |
|
NM |
|
Total |
|
9.4 |
|
13.3 |
|
(29.6)% |
|
(29.1)% |
|
Other |
|
|
|
|
|
|
|
|
|
US |
|
— |
|
2.2 |
|
( |
|
(100.0)% |
|
|
|
— |
|
6.1 |
|
( |
|
(100.0)% |
|
Rest of World |
|
1.2 |
|
7.4 |
|
(83.9)% |
|
(81.6)% |
|
Total |
|
1.2 |
|
15.7 |
|
(92.5)% |
|
(91.3)% |
|
Totals |
|
|
|
|
|
|
|
|
|
US |
|
138.1 |
|
144.3 |
|
(4.3)% |
|
(4.3)% |
|
|
|
47.4 |
|
56.0 |
|
(15.5)% |
|
(4.3)% |
|
Rest of World |
|
68.7 |
|
64.1 |
|
|
|
|
|
Total |
|
|
|
|
|
(3.9)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Constant-currency growth, a non-GAAP financial measure, measures the change in sales between current and prior-year periods using average exchange rates in effect during the applicable prior-year period. |
||||||||
(2) |
|
||||||||
NM |
Indicates that variance as a percentage is not meaningful. |
||||||||
* |
The sales results presented are unaudited. Numbers may not add precisely due to rounding. |
|
|||||||||
|
|||||||||
( |
|||||||||
|
|
|
Six Months Ended |
||||||
|
|
|
2022 |
|
2021 |
|
% Change at
Currency Rates |
|
% Change at
|
Cardiopulmonary |
|
|
|
|
|
|
|
|
|
US |
|
|
|
|
|
|
|
|
|
|
|
65.2 |
|
65.8 |
|
(0.8)% |
|
|
|
Rest of World |
|
101.7 |
|
87.7 |
|
|
|
|
|
Total |
|
242.9 |
|
226.6 |
|
|
|
|
|
Neuromodulation |
|
|
|
|
|
|
|
|
|
US |
|
178.6 |
|
174.1 |
|
|
|
|
|
|
|
26.2 |
|
26.3 |
|
(0.4)% |
|
|
|
Rest of World |
|
23.2 |
|
21.0 |
|
|
|
|
|
Total |
|
228.0 |
|
221.3 |
|
|
|
|
|
Advanced Circulatory Support |
|
|
|
|
|
|
|
|
|
US |
|
19.8 |
|
25.5 |
|
(22.6)% |
|
(22.6)% |
|
|
|
1.1 |
|
0.4 |
|
NM |
|
NM |
|
Rest of World |
|
0.2 |
|
0.3 |
|
NM |
|
NM |
|
Total |
|
21.0 |
|
26.3 |
|
(19.9)% |
|
(19.5)% |
|
Other |
|
|
|
|
|
|
|
|
|
US |
|
— |
|
4.9 |
|
( |
|
(100.0)% |
|
|
|
— |
|
14.4 |
|
( |
|
(100.0)% |
|
Rest of World |
|
2.4 |
|
18.6 |
|
(87.2)% |
|
(85.7)% |
|
Total |
|
2.4 |
|
37.9 |
|
(93.7)% |
|
(93.0)% |
|
Totals |
|
|
|
|
|
|
|
|
|
US |
|
274.4 |
|
277.7 |
|
(1.2)% |
|
(1.2)% |
|
|
|
92.5 |
|
106.9 |
|
(13.4)% |
|
(4.8)% |
|
Rest of World |
|
127.5 |
|
127.6 |
|
(0.1)% |
|
|
|
Total |
|
|
|
|
|
(3.5)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Constant-currency growth, a non-GAAP financial measure, measures the change in sales between current and prior-year periods using average exchange rates in effect during the applicable prior-year period. |
||||||||
(2) |
|
||||||||
NM |
Indicates that variance as a percentage is not meaningful. |
||||||||
* |
The sales results presented are unaudited. Numbers may not add precisely due to rounding. |
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED |
||||||||
( |
||||||||
|
|
|
|
|
|
|
||
|
|
Three Months Ended |
|
|
||||
|
|
2022 |
|
2021 |
|
% Change |
||
Net sales |
|
|
|
|
|
|
|
|
Cost of sales |
|
69.8 |
|
|
92.2 |
|
|
|
Gross profit |
|
184.4 |
|
|
172.3 |
|
|
|
Operating expenses: |
|
|
|
|
|
|
||
Selling, general and administrative |
|
116.5 |
|
|
122.7 |
|
|
|
Research and development |
|
34.2 |
|
|
52.6 |
|
|
|
Other operating expenses |
|
1.9 |
|
|
33.2 |
|
|
|
Operating income (loss) |
|
31.8 |
|
|
(36.3 |
) |
|
(187.6)% |
Interest expense |
|
(14.4 |
) |
|
(16.5 |
) |
|
|
Foreign exchange and other income/(expense) |
|
1.6 |
|
|
0.2 |
|
|
|
Income (loss) before tax |
|
19.0 |
|
|
(52.5 |
) |
|
(136.2)% |
Income tax expense |
|
2.5 |
|
|
3.9 |
|
|
|
Net income (loss) |
|
|
|
|
( |
) |
|
(129.1)% |
|
|
|
|
|
|
|
||
Basic income (loss) per share |
|
|
|
|
( |
) |
|
|
Diluted income (loss) per share |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
Weighted average common shares outstanding: |
|
|
|
|
|
|
||
Basic |
|
53.5 |
|
|
48.9 |
|
|
|
Diluted |
|
54.1 |
|
|
48.9 |
|
|
|
|
|
|
|
|
|
|
||
* Numbers may not add precisely due to rounding. |
Adjusted Financial Measures ( |
|||||||
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
||
|
|
|
2022 |
|
2021 |
|
% Change (1) |
Adjusted SG&A (1) |
|
|
|
|
|
(0.4)% |
|
Adjusted R&D (1) |
|
41.8 |
|
43.6 |
|
(4.2)% |
|
Adjusted operating income (1) |
|
33.4 |
|
37.9 |
|
(12.0)% |
|
Adjusted net income (1) |
|
28.6 |
|
24.7 |
|
|
|
Adjusted diluted earnings per share (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Adjusted financial measures are non-GAAP measures and exclude specified items as described and reconciled in the “Reconciliation of GAAP to non-GAAP Financial Measures” contained in the press release. |
Statistics (as a % of net sales, except for income tax rate) |
|||||||||
|
|
|
|
|
|
|
|
||
|
|
|
GAAP Three Months Ended |
|
Adjusted (1) Three Months Ended |
||||
|
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Gross profit |
|
|
|
|
|
|
|
|
|
SG&A |
|
|
|
|
|
|
|
|
|
R&D |
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
|
(13.7)% |
|
|
|
|
|
Net income (loss) |
|
|
|
(21.4)% |
|
|
|
|
|
Income tax rate |
|
|
|
(7.4)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Adjusted financial measures are non-GAAP measures and exclude specified items as described and reconciled in the “Reconciliation of GAAP to non-GAAP Financial Measures” contained in the press release. |
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED |
||||||||
( |
||||||||
|
|
|
|
|
|
|
||
|
|
Six Months Ended |
|
|
||||
|
|
2022 |
|
2021 |
|
% Change |
||
Net sales |
|
|
|
|
|
|
|
|
Cost of sales |
|
141.5 |
|
|
176.4 |
|
|
|
Gross profit |
|
352.8 |
|
|
335.7 |
|
|
|
Operating expenses: |
|
|
|
|
|
|
||
Selling, general and administrative |
|
235.0 |
|
|
238.4 |
|
|
|
Research and development |
|
75.1 |
|
|
97.2 |
|
|
|
Other operating expenses |
|
1.4 |
|
|
42.0 |
|
|
|
Operating income (loss) |
|
41.3 |
|
|
(42.0 |
) |
|
(198.3)% |
Interest expense |
|
(22.2 |
) |
|
(32.5 |
) |
|
|
Foreign exchange and other income/(expense) |
|
5.5 |
|
|
(6.2 |
) |
|
|
Income (loss) before tax |
|
24.6 |
|
|
(80.6 |
) |
|
(130.5)% |
Income tax expense |
|
5.1 |
|
|
6.6 |
|
|
|
Losses from equity method investments |
|
(0.1 |
) |
|
(0.1 |
) |
|
|
Net income (loss) |
|
|
|
|
( |
) |
|
(122.3)% |
|
|
|
|
|
|
|
||
Basic income (loss) per share |
|
|
|
|
( |
) |
|
|
Diluted income (loss) per share |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
Weighted average common shares outstanding: |
|
|
|
|
|
|
||
Basic |
|
53.4 |
|
|
48.8 |
|
|
|
Diluted |
|
54.1 |
|
|
48.8 |
|
|
|
|
|
|
|
|
|
|
||
* Numbers may not add precisely due to rounding. |
Adjusted Financial Measures ( |
|||||||
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|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
||
|
|
|
2022 |
|
2021 |
|
% Change (1) |
Adjusted SG&A (1) |
|
|
|
|
|
|
|
Adjusted R&D (1) |
|
81.8 |
|
85.5 |
|
(4.3)% |
|
Adjusted operating income (1) |
|
61.7 |
|
68.2 |
|
(9.5)% |
|
Adjusted net income (1) |
|
54.6 |
|
41.3 |
|
|
|
Adjusted diluted earnings per share (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Adjusted financial measures are non-GAAP measures and exclude specified items as described and reconciled in the “Reconciliation of GAAP to non-GAAP Financial Measures” contained in the press release. |
Statistics (as a % of net sales, except for income tax rate) |
|||||||||
|
|
|
|
|
|
|
|
||
|
|
|
GAAP Six Months Ended |
|
Adjusted (1) Six Months Ended |
||||
|
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Gross profit |
|
|
|
|
|
|
|
|
|
SG&A |
|
|
|
|
|
|
|
|
|
R&D |
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
|
(8.2)% |
|
|
|
|
|
Net income (loss) |
|
|
|
(17.0)% |
|
|
|
|
|
Income tax rate |
|
|
|
(8.1)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Adjusted financial measures are non-GAAP measures and exclude specified items as described and reconciled in the “Reconciliation of GAAP to non-GAAP Financial Measures” contained in the press release. |
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED
( |
||||||||||||||||||||
|
|
Specified Items |
|
|
||||||||||||||||
Three Months Ended
|
GAAP
|
Merger and
|
Restructuring
|
Depreciation
|
Financing
|
Certain Legal,
|
Stock-based
|
Certain Tax
|
Certain
|
Adjusted
|
||||||||||
Cost of sales |
|
|
$— |
|
$— |
|
( |
) |
$— |
|
|
|
( |
) |
$— |
|
$— |
|
|
|
Gross profit percent |
72.5 |
% |
— |
% |
— |
% |
1.5 |
% |
— |
% |
(4.9 |
)% |
0.2 |
% |
— |
% |
— |
% |
69.3 |
% |
Selling, general and administrative |
116.5 |
|
— |
|
— |
|
(2.9 |
) |
— |
|
(4.8 |
) |
(7.8 |
) |
— |
|
— |
|
101.1 |
|
Selling, general and administrative as a percent of net sales |
45.8 |
% |
— |
% |
— |
% |
(1.1 |
)% |
— |
% |
(1.9 |
)% |
(3.1 |
)% |
— |
% |
— |
% |
39.8 |
% |
Research and development |
34.2 |
|
— |
|
— |
|
— |
|
— |
|
10.6 |
|
(3.2 |
) |
— |
|
— |
|
41.8 |
|
Research and development as a percent of net sales |
13.5 |
% |
— |
% |
— |
% |
— |
% |
— |
% |
4.2 |
% |
(1.2 |
)% |
— |
% |
— |
% |
16.4 |
% |
Other operating expenses |
1.9 |
|
(0.2 |
) |
(0.6 |
) |
— |
|
— |
|
(1.1 |
) |
— |
|
— |
|
— |
|
— |
|
Operating income |
31.8 |
|
0.2 |
|
0.6 |
|
6.6 |
|
— |
|
(17.3 |
) |
11.5 |
|
— |
|
— |
|
33.4 |
|
Operating margin percent |
12.5 |
% |
0.1 |
% |
0.2 |
% |
2.6 |
% |
— |
% |
(6.8 |
)% |
4.5 |
% |
— |
% |
— |
% |
13.1 |
% |
Income tax expense |
2.5 |
|
— |
|
— |
|
0.4 |
|
— |
|
0.4 |
|
0.1 |
|
(2.1 |
) |
— |
|
1.4 |
|
Income tax rate |
13.2 |
% |
— |
% |
3.3 |
% |
6.6 |
% |
— |
% |
(2.5 |
)% |
1.2 |
% |
N/A |
|
— |
% |
4.8 |
% |
Net income |
16.4 |
|
0.2 |
|
0.6 |
|
6.1 |
|
(1.5 |
) |
(17.7 |
) |
11.4 |
|
2.1 |
|
10.9 |
|
28.6 |
|
Net income as a percent of net sales |
6.5 |
% |
0.1 |
% |
0.2 |
% |
2.4 |
% |
(0.6 |
)% |
(7.0 |
)% |
4.5 |
% |
0.8 |
% |
4.3 |
% |
11.2 |
% |
Diluted EPS |
|
|
$— |
|
|
|
|
|
( |
) |
( |
) |
|
|
|
|
|
|
|
|
GAAP results for the three months ended |
|
(A) |
Merger and integration expenses related to the acquisition of |
(B) |
Restructuring expenses related to organizational changes |
(C) |
Includes depreciation and amortization associated with purchase price accounting |
(D) |
Mark-to-market adjustments for the exchangeable option feature and capped call derivatives |
(E) |
3T Heater-Cooler litigation provision, legal expenses primarily related to 3T Heater-Cooler defense, costs related to the SNIA matter, other matters and remeasurement of contingent consideration related to acquisitions |
(F) |
Non-cash expenses associated with stock-based compensation costs |
(G) |
Relates to discrete tax items, R&D tax credits and the tax impact of intercompany transactions |
(H) |
Non-cash interest expense on the Cash Exchangeable Senior Notes and 2021 Revolving Credit Facility, and interest expense on the 2022 Bridge Loan |
* Numbers may not add precisely due to rounding. |
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED
( |
|
|||||||||||||||||||||||
|
|
Specified Items |
|
|||||||||||||||||||||
Three Months Ended
|
GAAP
|
Merger and
(A) |
Restructuring
(B) |
Depreciation
(C) |
Heart
(D) |
Production
(E) |
Financing
(F) |
Certain Legal,
(G) |
Stock-based
(H) |
Certain Tax
(I) |
Certain
(J) |
Adjusted
|
||||||||||||
Cost of sales |
|
|
$— |
|
$— |
|
( |
) |
$— |
|
( |
) |
$— |
|
( |
) |
( |
) |
$— |
|
$— |
|
|
|
Gross profit percent |
65.1 |
% |
— |
% |
— |
% |
1.5 |
% |
— |
% |
0.1 |
% |
— |
% |
2.0 |
% |
0.4 |
% |
— |
% |
— |
% |
69.2 |
% |
Selling, general and administrative |
122.7 |
|
— |
|
— |
|
(3.1 |
) |
— |
|
— |
|
— |
|
(12.2 |
) |
(6.0 |
) |
— |
|
— |
|
101.5 |
|
Selling, general and administrative as a percent of net sales |
46.4 |
% |
— |
% |
— |
% |
(1.2 |
)% |
— |
% |
— |
% |
— |
% |
(4.6 |
)% |
(2.3 |
)% |
— |
% |
— |
% |
38.4 |
% |
Research and development |
52.6 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(6.3 |
) |
(2.8 |
) |
— |
|
— |
|
43.6 |
|
Research and development as a percent of net sales |
19.9 |
% |
— |
% |
— |
% |
— |
% |
— |
% |
— |
% |
— |
% |
(2.4 |
)% |
(1.0 |
)% |
— |
% |
— |
% |
16.5 |
% |
Other operating expenses |
33.2 |
|
(0.1 |
) |
(3.6 |
) |
— |
|
(0.1 |
) |
— |
|
— |
|
(29.4 |
) |
— |
|
— |
|
— |
|
— |
|
Operating (loss) income |
(36.3 |
) |
0.1 |
|
3.6 |
|
7.0 |
|
0.1 |
|
0.4 |
|
— |
|
53.1 |
|
9.9 |
|
— |
|
— |
|
37.9 |
|
Operating margin percent |
(13.7 |
)% |
— |
% |
1.4 |
% |
2.6 |
% |
— |
% |
0.1 |
% |
— |
% |
20.1 |
% |
3.7 |
% |
— |
% |
— |
% |
14.3 |
% |
Income tax expense |
3.9 |
|
— |
|
0.2 |
|
0.5 |
|
3.6 |
|
0.1 |
|
— |
|
(0.6 |
) |
0.3 |
|
(4.0 |
) |
— |
|
4.1 |
|
Income tax rate |
(7.4 |
)% |
3.4 |
% |
5.6 |
% |
7.7 |
% |
2,771.5 |
% |
26.8 |
% |
— |
% |
(1.2 |
)% |
3.4 |
% |
N/A |
|
— |
% |
14.1 |
% |
Net (loss) income |
(56.5 |
) |
0.1 |
|
3.4 |
|
6.4 |
|
(3.5 |
) |
0.3 |
|
5.7 |
|
50.5 |
|
9.6 |
|
4.0 |
|
4.6 |
|
24.7 |
|
Net (loss) income as a percent of net sales |
(21.4 |
)% |
— |
% |
1.3 |
% |
2.4 |
% |
(1.3 |
)% |
0.1 |
% |
2.2 |
% |
19.1 |
% |
3.6 |
% |
1.5 |
% |
1.7 |
% |
9.3 |
% |
Diluted EPS |
( |
) |
$— |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP results for the three months ended |
|
(A) |
Merger and integration expenses related to our legacy companies and recent acquisitions |
(B) |
Restructuring expenses related to organizational changes |
(C) |
Includes depreciation and amortization associated with purchase price accounting |
(D) |
Loss associated with the sale of Heart Valves |
(E) |
Costs related to the 3T Heater-Cooler remediation plan |
(F) |
Costs associated with our |
(G) |
3T Heater-Cooler litigation provision, legal expenses primarily related to 3T Heater-Cooler defense, settlements, other matters, remeasurement of contingent consideration related to acquisitions and dividend income |
(H) |
Non-cash expenses associated with stock-based compensation costs |
(I) |
Relates to discrete tax items and the tax impact of intercompany transactions |
(J) |
Non-cash interest expense on our Senior Secured Term Loan and Cash Exchangeable Senior Notes |
* Numbers may not add precisely due to rounding. |
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED
( |
||||||||||||||||||||
|
|
Specified Items |
|
|
||||||||||||||||
Six Months Ended
|
GAAP
|
Merger and
(A) |
Restructuring
(B) |
Depreciation
(C) |
Financing
(D) |
Certain Legal,
(E) |
Stock-based
(F) |
Certain Tax
(G) |
Certain
(H) |
Adjusted
|
||||||||||
Cost of sales |
|
|
$— |
|
$— |
|
( |
) |
$— |
|
|
|
( |
) |
$— |
|
$— |
|
|
|
Gross profit percent |
71.4 |
% |
— |
% |
— |
% |
1.5 |
% |
— |
% |
(2.9 |
)% |
0.2 |
% |
— |
% |
— |
% |
70.1 |
% |
Selling, general and administrative |
235.0 |
|
— |
|
— |
|
(5.8 |
) |
— |
|
(10.5 |
) |
(15.6 |
) |
— |
|
— |
|
203.0 |
|
Selling, general and administrative as a percent of net sales |
47.5 |
% |
— |
% |
— |
% |
(1.2 |
)% |
— |
% |
(2.1 |
)% |
(3.2 |
)% |
— |
% |
— |
% |
41.1 |
% |
Research and development |
75.1 |
|
— |
|
— |
|
0.1 |
|
— |
|
11.8 |
|
(5.3 |
) |
— |
|
— |
|
81.8 |
|
Research and development as a percent of net sales |
15.2 |
% |
— |
% |
— |
% |
— |
% |
— |
% |
2.4 |
% |
(1.1 |
)% |
— |
% |
— |
% |
16.6 |
% |
Other operating expenses |
1.4 |
|
(0.2 |
) |
(0.5 |
) |
— |
|
— |
|
(0.7 |
) |
— |
|
— |
|
— |
|
— |
|
Operating income |
41.3 |
|
0.2 |
|
0.5 |
|
13.1 |
|
— |
|
(15.1 |
) |
21.7 |
|
— |
|
— |
|
61.7 |
|
Operating margin percent |
8.3 |
% |
— |
% |
0.1 |
% |
2.6 |
% |
— |
% |
(3.1 |
)% |
4.4 |
% |
— |
% |
— |
% |
12.5 |
% |
Income tax expense |
5.1 |
|
— |
|
— |
|
0.9 |
|
— |
|
0.8 |
|
0.2 |
|
(3.5 |
) |
— |
|
3.5 |
|
Income tax rate |
20.6 |
% |
— |
% |
4.0 |
% |
6.8 |
% |
— |
% |
(5.1 |
)% |
1.0 |
% |
N/A |
|
— |
% |
6.0 |
% |
Net income |
19.4 |
|
0.2 |
|
0.5 |
|
12.2 |
|
(2.6 |
) |
(15.9 |
) |
21.5 |
|
3.5 |
|
15.7 |
|
54.6 |
|
Net income as a percent of net sales |
3.9 |
% |
— |
% |
0.1 |
% |
2.5 |
% |
(0.5 |
)% |
(3.2 |
)% |
4.4 |
% |
0.7 |
% |
3.2 |
% |
11.0 |
% |
Diluted EPS |
|
|
$— |
|
|
|
|
|
( |
) |
( |
) |
|
|
|
|
|
|
|
|
GAAP results for the six months ended |
|
(A) |
Merger and integration expenses related to the acquisition of |
(B) |
Restructuring expenses related to organizational changes |
(C) |
Includes depreciation and amortization associated with purchase price accounting |
(D) |
Mark-to-market adjustments for the exchangeable option feature and capped call derivatives |
(E) |
3T Heater-Cooler litigation provision, legal expenses primarily related to 3T Heater-Cooler defense, costs related to the SNIA matter, other matters and remeasurement of contingent consideration related to acquisitions |
(F) |
Non-cash expenses associated with stock-based compensation costs |
(G) |
Relates to discrete tax items, R&D tax credits and the tax impact of intercompany transactions |
(H) |
Non-cash interest expense on the Cash Exchangeable Senior Notes and 2021 Revolving Credit Facility, and interest expense on the 2022 Bridge Loan |
* Numbers may not add precisely due to rounding. |
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED
( |
|
|||||||||||||||||||||||
|
|
Specified Items |
|
|||||||||||||||||||||
Six Months Ended
|
GAAP
|
Merger and
(A) |
Restructuring
(B) |
Depreciation
(C) |
Heart
(D) |
Product
(E) |
Financing
(F) |
Certain Legal,
(G) |
Stock-based
(H) |
Certain Tax
(I) |
Certain
(J) |
Adjusted
|
||||||||||||
Cost of sales |
|
|
$— |
|
$— |
|
( |
) |
$— |
|
( |
) |
$— |
|
( |
) |
( |
) |
$— |
|
$— |
|
|
|
Gross profit percent |
65.6 |
% |
— |
% |
— |
% |
1.5 |
% |
— |
% |
0.1 |
% |
— |
% |
1.1 |
% |
0.3 |
% |
— |
% |
— |
% |
68.6 |
% |
Selling, general and administrative |
238.4 |
|
— |
|
— |
|
(6.1 |
) |
— |
|
— |
|
— |
|
(21.1 |
) |
(13.3 |
) |
— |
|
— |
|
197.8 |
|
Selling, general and administrative as a percent of net sales |
46.6 |
% |
— |
% |
— |
% |
(1.2 |
)% |
— |
% |
— |
% |
— |
% |
(4.1 |
)% |
(2.6 |
)% |
— |
% |
— |
% |
38.6 |
% |
Research and development |
97.2 |
|
— |
|
— |
|
0.1 |
|
— |
|
— |
|
— |
|
(7.5 |
) |
(4.3 |
) |
— |
|
— |
|
85.5 |
|
Research and development as a percent of net sales |
19.0 |
% |
— |
% |
— |
% |
— |
% |
— |
% |
— |
% |
— |
% |
(1.5 |
)% |
(0.8 |
)% |
— |
% |
— |
% |
16.7 |
% |
Other operating expenses |
42.0 |
|
(0.7 |
) |
(9.7 |
) |
— |
|
0.8 |
|
— |
|
— |
|
(32.4 |
) |
— |
|
— |
|
— |
|
— |
|
Operating (loss) income |
(42.0 |
) |
0.7 |
|
9.7 |
|
14.0 |
|
(0.8 |
) |
0.4 |
|
— |
|
66.6 |
|
19.5 |
|
— |
|
— |
|
68.2 |
|
Operating margin percent |
(8.2 |
)% |
0.1 |
% |
1.9 |
% |
2.7 |
% |
(0.2 |
)% |
0.1 |
% |
— |
% |
13.0 |
% |
3.8 |
% |
— |
% |
— |
% |
13.3 |
% |
Income tax expense |
6.6 |
|
— |
|
0.3 |
|
1.1 |
|
3.7 |
|
0.1 |
|
— |
|
— |
|
0.5 |
|
(6.5 |
) |
— |
|
5.9 |
|
Income tax rate |
(8.1 |
)% |
0.9 |
% |
3.3 |
% |
7.8 |
% |
(445.9 |
)% |
26.9 |
% |
— |
% |
— |
% |
2.7 |
% |
N/A |
|
— |
% |
12.4 |
% |
Net (loss) income |
(87.2 |
) |
0.7 |
|
9.4 |
|
12.9 |
|
(4.6 |
) |
0.3 |
|
16.4 |
|
58.9 |
|
18.9 |
|
6.5 |
|
9.2 |
|
41.3 |
|
Net (loss) income from continuing operations as a percent of net sales |
(17.0 |
)% |
0.1 |
% |
1.8 |
% |
2.5 |
% |
(0.9 |
)% |
0.1 |
% |
3.2 |
% |
11.5 |
% |
3.7 |
% |
1.3 |
% |
1.8 |
% |
8.1 |
% |
Diluted EPS |
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP results for the six months ended |
|
(A) |
Merger and integration expenses related to our legacy companies and recent acquisitions |
(B) |
Restructuring expenses related to organizational changes |
(C) |
Includes depreciation and amortization associated with purchase price accounting |
(D) |
Gain associated with the sale of Heart Valves |
(E) |
Costs related to the 3T Heater-Cooler remediation plan |
(F) |
Costs associated with our |
(G) |
3T Heater-Cooler litigation provision, legal expenses primarily related to 3T Heater-Cooler defense, settlements, other matters, remeasurement of contingent consideration related to acquisitions , gain from remeasurement of an investment and dividend income |
(H) |
Non-cash expenses associated with stock-based compensation costs |
(I) |
Relates to discrete tax items and the tax impact of intercompany transactions |
(J) |
Non-cash interest expense on our Senior Secured Term Loan and Cash Exchangeable Senior Notes |
* Numbers may not add precisely due to rounding. |
|
||||
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED |
||||
( |
||||
|
|
|
|
|
ASSETS |
|
|
|
|
Current Assets: |
|
|
|
|
Cash and cash equivalents |
|
|
|
|
Restricted cash |
|
297.7 |
|
— |
Accounts receivable, net of allowance |
|
176.9 |
|
185.4 |
Inventories |
|
119.4 |
|
105.8 |
Prepaid and refundable taxes |
|
30.9 |
|
37.6 |
Current derivative assets |
|
2.5 |
|
106.6 |
Prepaid expenses and other current assets |
|
35.4 |
|
35.7 |
Total Current Assets |
|
771.9 |
|
679.2 |
Property, plant and equipment, net |
|
143.3 |
|
150.1 |
|
|
898.1 |
|
899.5 |
Intangible assets, net |
|
389.4 |
|
399.7 |
Operating lease assets |
|
38.4 |
|
40.6 |
Investments |
|
14.0 |
|
16.6 |
Deferred tax assets |
|
2.4 |
|
2.2 |
Long-term derivative assets |
|
61.6 |
|
— |
Other assets |
|
17.1 |
|
13.1 |
Total Assets |
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
Current Liabilities: |
|
|
|
|
Current debt obligations |
|
|
|
|
Accounts payable |
|
74.3 |
|
68.0 |
Accrued liabilities and other |
|
84.0 |
|
88.9 |
Current derivative liabilities |
|
3.2 |
|
183.1 |
Current litigation provision liability |
|
31.0 |
|
32.8 |
Taxes payable |
|
14.9 |
|
15.1 |
Accrued employee compensation and related benefits |
|
50.3 |
|
79.3 |
Total Current Liabilities |
|
263.9 |
|
697.0 |
Long-term debt obligations |
|
459.8 |
|
9.8 |
Contingent consideration |
|
91.8 |
|
86.8 |
Deferred tax liabilities |
|
7.7 |
|
7.7 |
Long-term operating lease liabilities |
|
31.9 |
|
35.9 |
Long-term employee compensation and related benefits |
|
17.9 |
|
19.1 |
Long-term derivative liabilities |
|
134.1 |
|
— |
Other long-term liabilities |
|
47.2 |
|
49.9 |
Total Liabilities |
|
1,054.2 |
|
906.3 |
Total Stockholders’ Equity |
|
1,282.0 |
|
1,294.6 |
Total Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
|
|
* Numbers may not add precisely due to rounding. |
|
|
|
|
|
||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED |
||||||
( |
|
Six Months Ended |
||||
|
|
2022 |
|
2021 |
||
Operating Activities: |
|
|
|
|
||
Net income (loss) |
|
|
|
|
( |
) |
Non-cash items included in net income (loss): |
|
|
|
|
||
Remeasurement of contingent consideration to fair value |
|
(27.4 |
) |
|
10.7 |
|
Stock-based compensation |
|
21.8 |
|
|
19.5 |
|
Amortization |
|
12.9 |
|
|
13.4 |
|
Amortization of debt issuance costs |
|
11.7 |
|
|
9.0 |
|
Depreciation |
|
11.1 |
|
|
12.3 |
|
Remeasurement of derivative instruments |
|
(5.1 |
) |
|
13.2 |
|
Amortization of operating lease assets |
|
4.9 |
|
|
8.9 |
|
Remeasurement of |
|
— |
|
|
(4.6 |
) |
Deferred tax expense |
|
0.6 |
|
|
0.9 |
|
Other |
|
1.3 |
|
|
1.4 |
|
Changes in operating assets and liabilities: |
|
|
|
|
||
Accounts receivable, net |
|
(0.9 |
) |
|
(4.7 |
) |
Inventories |
|
(16.5 |
) |
|
3.9 |
|
Other current and non-current assets |
|
2.8 |
|
|
18.8 |
|
Accounts payable and accrued current and non-current liabilities |
|
(19.4 |
) |
|
3.6 |
|
Taxes payable |
|
0.1 |
|
|
2.5 |
|
Litigation provision liability |
|
(2.1 |
) |
|
23.7 |
|
Net cash provided by operating activities |
|
15.6 |
|
|
45.1 |
|
Investing Activities: |
|
|
|
|
||
Purchases of property, plant and equipment |
|
(11.3 |
) |
|
(14.6 |
) |
Acquisition, net of cash acquired |
|
(8.9 |
) |
|
— |
|
Purchase of investments |
|
(0.8 |
) |
|
(2.1 |
) |
Proceeds from sale of Heart Valves, net of cash disposed |
|
— |
|
|
41.8 |
|
Proceeds from sale of |
|
— |
|
|
23.1 |
|
Other |
|
(0.7 |
) |
|
(1.4 |
) |
Net cash (used in) provided by investing activities |
|
(21.6 |
) |
|
46.7 |
|
Financing Activities: |
|
|
|
|
||
Proceeds from long-term debt obligations |
|
218.3 |
|
|
— |
|
Shares repurchased from employees for minimum tax withholding |
|
(8.2 |
) |
|
(11.1 |
) |
Payment of debt issuance costs |
|
(2.9 |
) |
|
(0.4 |
) |
Proceeds from share issuances under ESPP |
|
1.8 |
|
|
1.8 |
|
Payment of contingent consideration |
|
— |
|
|
(4.4 |
) |
Repayment of long-term debt obligations |
|
(0.8 |
) |
|
(1.3 |
) |
Other |
|
0.3 |
|
|
1.3 |
|
Net cash provided by (used in) financing activities |
|
208.6 |
|
|
(14.1 |
) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
(3.7 |
) |
|
(1.2 |
) |
Net increase in cash, cash equivalents and restricted cash |
|
198.8 |
|
|
76.6 |
|
Cash, cash equivalents and restricted cash at beginning of period |
|
208.0 |
|
|
252.8 |
|
Cash, cash equivalents and restricted cash at end of period |
|
|
|
|
|
|
|
|
|
|
|
||
* Numbers may not add precisely due to rounding. |
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED
( |
|||||||||
|
|
|
Three Months Ended |
|
% Change at
|
|
% Change at
|
||
|
|
|
2022 |
|
2021 |
|
|
||
Total GAAP net sales |
|
|
|
|
|
(3.9)% |
|
|
|
Less Heart Valves net sales |
|
— |
|
14.7 |
|
N/A |
|
N/A |
|
Total net sales, excluding Heart Valves |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Constant-currency growth, a non-GAAP financial measure, measures the change in sales between current and prior-year periods using average exchange rates in effect during the applicable prior-year period. |
||||||||
* |
Numbers may not add precisely due to rounding. |
The following table presents the reconciliation of GAAP diluted weighted average shares outstanding, used in the computation of GAAP diluted net loss per common share, to adjusted diluted weighted average shares outstanding, used in the computation of adjusted diluted earnings per common share (in millions of shares):
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED (shares in millions) |
|
|
|||
|
|
|
Three Months Ended
|
|
Six Months Ended
|
GAAP diluted weighted average shares outstanding |
|
48.9 |
|
48.8 |
|
Add effects of stock-based compensation instruments |
|
0.9 |
|
0.9 |
|
Adjusted diluted weighted average shares outstanding (1) |
|
49.8 |
|
49.7 |
|
|
|
|
|
|
|
(1) |
Adjusted diluted weighted average shares outstanding is a non-GAAP measure and includes the effects of stock-based compensation instruments, as reconciled in the above table. |
||||
* |
Numbers may not add precisely due to rounding. |
|
|
View source version on businesswire.com: https://www.businesswire.com/news/home/20220803005161/en/
Director, Investor Relations
Phone: +1 281 895 2382
e-mail: InvestorRelations@livanova.com
Source:
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