LivaNova Reports Third Quarter 2021 Results
LivaNova PLC (NASDAQ: LIVN) reported a 5.5% increase in third-quarter 2021 sales, reaching $253.2 million. Excluding the divested Heart Valves business, sales grew by 15.7%. Adjusted diluted EPS was $0.68, up from $0.38 in Q3 2020. The company raised 2021 guidance, projecting 8-11% net sales growth and adjusted EPS of $2.00 to $2.10. Operating income rose significantly to $17.9 million, with adjusted operating income at $47.9 million, a 49.1% increase. LivaNova also improved its cash flow and financial flexibility through an equity offering, retiring a $450 million term loan.
- Sales increased 5.5% to $253.2 million in Q3 2021.
- Adjusted diluted EPS rose to $0.68 from $0.38 year-over-year.
- Sales growth of 15.7% was noted when excluding Heart Valves.
- Operating income improved to $17.9 million.
- Adjusted operating income increased by 49.1% compared to Q3 2020.
- 2021 guidance raised to 8-11% net sales growth.
- Adjusted EPS guidance increased to $2.00 to $2.10.
- GAAP diluted loss per share was $0.82, indicating ongoing financial challenges.
For the third quarter of 2021, worldwide sales from continuing operations were
“Our third-quarter performance demonstrates continued focus on execution across all regions in our key product lines amidst lingering COVID-19-related headwinds,” said
Third Quarter 2021 Results
The following table summarizes worldwide sales for the third quarter of 2021 by business:
$ in millions |
Three Months Ended |
% Change at Actual Currency Rates |
% Change at Constant-Currency Rates |
|||
Business / Product Line: |
2021 |
2020 |
||||
Cardiopulmonary |
|
|
15.0 |
% |
14.5 |
% |
Heart Valves |
— |
21.1 |
N/A |
|
N/A |
|
Advanced Circulatory Support |
15.4 |
12.5 |
22.8 |
% |
22.7 |
% |
Cardiovascular |
138.6 |
140.9 |
(1.6 |
)% |
(1.9 |
)% |
Neuromodulation |
113.3 |
98.4 |
15.1 |
% |
14.6 |
% |
Other |
1.3 |
0.8 |
62.4 |
% |
61.2 |
% |
Total |
|
|
5.5 |
% |
5.0 |
% |
Cardiovascular, Excluding Heart Valves |
|
|
15.8 |
% |
15.4 |
% |
Total |
|
|
15.7 |
% |
15.2 |
% |
-
Note: Numbers may not add precisely due to rounding. Constant-currency percent change, Cardiovascular, Excluding Heart Valves and Total
Net Sales , Excluding Heart Valves are non-GAAP metrics. For an explanation of these and other non-GAAP metrics used in this release, please see the section entitled "Use of Non-GAAP Financial Measures." For reconciliations of certain non-GAAP metrics, please see the tables that accompany the press release.
All sales 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.
Cardiovascular
Cardiovascular sales for the third quarter of 2021 were
Sales in Cardiopulmonary products were
ACS sales were
Neuromodulation
Neuromodulation sales were
Financial Performance
On a
On a
On a
2021 Updated Guidance
Webcast and Conference Call Instructions
The Company will host a live audiocast for interested parties commencing at
1 Constant-currency percent change is a non-GAAP metric. For an explanation of this and other non-GAAP metrics used in this release, please see the section entitled "Use of Non-GAAP Financial Measures." For reconciliations of certain non-GAAP metrics, please see the tables that accompany the press release.
About
Use of Non-GAAP Financial Measures
In this press release, management has disclosed financial measurements that present financial information not necessarily 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, the operating performance measure 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 from continuing operations, adjusted segment operating income, adjusted income tax expense, adjusted net income from continuing operations, and adjusted diluted earnings per share from continuing operations, 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. These statements include, but are not limited to, LivaNova’s plans, objectives, strategies, appointments, 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,” “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
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.
|
||||||||||
|
||||||||||
( |
||||||||||
|
Three Months Ended |
|||||||||
|
2021 |
2020 |
% Change at Actual
|
% Change at
|
||||||
Cardiopulmonary |
|
|
|
|
||||||
US |
|
|
19.7 |
% |
19.7 |
% |
||||
|
32.9 |
29.9 |
9.7 |
% |
8.2 |
% |
||||
Rest of World |
50.2 |
43.7 |
15.0 |
% |
14.9 |
% |
||||
Total |
123.2 |
107.2 |
15.0 |
% |
14.5 |
% |
||||
Heart Valves |
|
|
|
|
||||||
US |
— |
3.1 |
N/A |
|
N/A |
|
||||
|
— |
7.9 |
N/A |
|
N/A |
|
||||
Rest of World |
— |
10.1 |
N/A |
|
N/A |
|
||||
Total |
— |
21.1 |
N/A |
|
N/A |
|
||||
Advanced Circulatory Support |
|
|
|
|
||||||
US |
14.9 |
12.3 |
21.0 |
% |
21.0 |
% |
||||
|
0.4 |
0.2 |
NM |
|
NM |
|
||||
Rest of World |
0.1 |
— |
NM |
|
NM |
|
||||
Total |
15.4 |
12.5 |
22.8 |
% |
22.7 |
% |
||||
Cardiovascular |
|
|
|
|
||||||
US |
55.1 |
49.0 |
12.4 |
% |
12.4 |
% |
||||
|
33.2 |
38.1 |
(12.7 |
)% |
(13.9 |
)% |
||||
Rest of World |
50.4 |
53.8 |
(6.4 |
)% |
(6.5 |
)% |
||||
Total |
138.6 |
140.9 |
(1.6 |
)% |
(1.9 |
)% |
||||
Neuromodulation |
|
|
|
|
||||||
US |
88.7 |
79.9 |
11.1 |
% |
11.1 |
% |
||||
|
12.5 |
10.5 |
19.5 |
% |
16.0 |
% |
||||
Rest of World |
12.0 |
8.1 |
49.1 |
% |
47.0 |
% |
||||
Total |
113.3 |
98.4 |
15.1 |
% |
14.6 |
% |
||||
Other |
|
|
|
|
||||||
US |
— |
— |
N/A |
|
N/A |
|
||||
|
— |
— |
N/A |
|
N/A |
|
||||
Rest of World |
1.3 |
0.8 |
62.4 |
% |
61.2 |
% |
||||
Total |
1.3 |
0.8 |
62.4 |
% |
61.2 |
% |
||||
Totals |
|
|
|
|
||||||
US |
143.8 |
128.9 |
11.6 |
% |
11.6 |
% |
||||
|
45.7 |
48.5 |
(5.8 |
)% |
(7.5 |
)% |
||||
Rest of World |
63.7 |
62.7 |
1.6 |
% |
1.3 |
% |
||||
Total |
|
|
5.5 |
% |
5.0 |
% |
(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. |
|
* |
The sales results presented are unaudited. Numbers may not add precisely due to rounding. |
|
||||||||||
|
||||||||||
( |
||||||||||
|
Nine Months Ended |
|||||||||
|
2021 |
2020 |
% Change at Actual
|
% Change at
|
||||||
Cardiopulmonary |
|
|
|
|
||||||
US |
|
|
17.7 |
% |
17.7 |
% |
||||
|
98.6 |
87.5 |
12.7 |
% |
5.8 |
% |
||||
Rest of World |
137.9 |
140.9 |
(2.1 |
)% |
(4.4 |
)% |
||||
Total |
349.8 |
324.6 |
7.8 |
% |
4.9 |
% |
||||
Heart Valves |
|
|
|
|
||||||
US |
4.9 |
9.0 |
(45.2 |
)% |
(45.2 |
)% |
||||
|
14.4 |
22.8 |
(36.9 |
)% |
(43.2 |
)% |
||||
Rest of World |
16.8 |
32.0 |
(47.4 |
)% |
(49.9 |
)% |
||||
Total |
36.2 |
63.8 |
(43.3 |
)% |
(46.8 |
)% |
||||
Advanced Circulatory Support |
|
|
|
|
||||||
US |
40.4 |
28.1 |
44.1 |
% |
44.1 |
% |
||||
|
0.8 |
0.8 |
NM |
|
NM |
|
||||
Rest of World |
0.5 |
0.1 |
NM |
|
NM |
|
||||
Total |
41.7 |
29.0 |
43.4 |
% |
43.2 |
% |
||||
Cardiovascular |
|
|
|
|
||||||
US |
158.7 |
133.3 |
19.0 |
% |
19.0 |
% |
||||
|
113.8 |
111.1 |
2.4 |
% |
(4.4 |
)% |
||||
Rest of World |
155.2 |
173.1 |
(10.3 |
)% |
(12.7 |
)% |
||||
Total |
427.7 |
417.5 |
2.4 |
% |
(0.3 |
)% |
||||
Neuromodulation |
|
|
|
|
||||||
US |
262.8 |
197.3 |
33.2 |
% |
33.2 |
% |
||||
|
38.8 |
27.5 |
41.2 |
% |
31.1 |
% |
||||
Rest of World |
33.0 |
20.5 |
61.4 |
% |
59.0 |
% |
||||
Total |
334.6 |
245.3 |
36.4 |
% |
35.1 |
% |
||||
Other |
|
|
|
|
||||||
US |
— |
— |
N/A |
|
N/A |
|
||||
|
— |
— |
N/A |
|
N/A |
|
||||
Rest of World |
3.0 |
1.9 |
55.9 |
% |
48.2 |
% |
||||
Total |
3.0 |
1.9 |
55.9 |
% |
48.2 |
% |
||||
Totals |
|
|
|
|
||||||
US |
421.5 |
330.6 |
27.5 |
% |
27.5 |
% |
||||
|
152.6 |
138.6 |
10.1 |
% |
2.6 |
% |
||||
Rest of World |
191.3 |
195.4 |
(2.1 |
)% |
(4.6 |
)% |
||||
Total |
|
|
15.1 |
% |
12.9 |
% |
(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. |
|
* |
The sales results presented are unaudited. Numbers may not add precisely due to rounding. |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED |
|||||||||
( |
|||||||||
|
|
|
|
|
|
|
|||
|
|
Three Months Ended |
|
|
|||||
|
|
2021 |
|
2020 |
|
% Change |
|||
Net sales |
|
|
|
|
|
|
|
|
|
Cost of sales |
|
83.1 |
|
|
92.4 |
|
|
|
|
Gross profit |
|
170.1 |
|
|
147.6 |
|
|
15.2 |
% |
Operating expenses: |
|
|
|
|
|
|
|||
Selling, general and administrative |
|
109.0 |
|
|
104.0 |
|
|
|
|
Research and development |
|
42.1 |
|
|
47.4 |
|
|
|
|
Other operating expenses |
|
1.1 |
|
|
3.7 |
|
|
|
|
Operating income (loss) from continuing operations |
|
17.9 |
|
|
(7.5 |
) |
|
(338.0 |
)% |
Interest expense, net |
|
(11.2 |
) |
|
(14.6 |
) |
|
|
|
Loss on debt extinguishment |
|
(60.2 |
) |
|
— |
|
|
|
|
Foreign exchange and other gains |
|
13.4 |
|
|
3.4 |
|
|
|
|
Loss from continuing operations before tax |
|
(40.1 |
) |
|
(18.7 |
) |
|
114.3 |
% |
Income tax expense (benefit) |
|
2.1 |
|
|
(4.0 |
) |
|
|
|
Net loss from continuing operations |
|
(42.2 |
) |
|
(14.8 |
) |
|
185.9 |
% |
Net loss from discontinued operations, net of tax |
|
— |
|
|
— |
|
|
|
|
Net loss |
|
( |
) |
|
( |
) |
|
185.9 |
% |
|
|
|
|
|
|
|
|||
Basic loss per share: |
|
|
|
|
|
|
|||
Continuing operations |
|
( |
) |
|
( |
) |
|
|
|
Discontinued operations |
|
— |
|
|
— |
|
|
|
|
|
|
( |
) |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Diluted loss per share: |
|
|
|
|
|
|
|||
Continuing operations |
|
( |
) |
|
( |
) |
|
|
|
Discontinued operations |
|
— |
|
|
— |
|
|
|
|
|
|
( |
) |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Weighted average common shares outstanding: |
|
|
|
|
|
|
|||
Basic |
|
51.6 |
|
|
48.7 |
|
|
|
|
Diluted |
|
51.6 |
|
|
48.7 |
|
|
|
|
|
|
|
|
|
|
|
|||
* Numbers may not add precisely due to rounding.
|
Adjusted Financial Measures ( |
|||||||
|
|
|
|
||||
|
Three Months Ended |
|
|||||
|
2021 |
2020 |
% Change (1) |
||||
Adjusted SG&A (1) |
|
|
1.0 |
% |
|||
Adjusted R&D (1) |
37.4 |
35.9 |
4.3 |
% |
|||
Adjusted operating income from continuing operations (1) |
47.9 |
32.1 |
49.1 |
% |
|||
Adjusted net income from continuing operations (1) |
35.8 |
18.5 |
93.9 |
% |
|||
Adjusted diluted earnings per share from continuing operations (1) |
|
|
80.6 |
% |
(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 |
||||||||||
|
2021 |
2020 |
2021 |
2020 |
||||||||
Gross profit |
67.2 |
% |
61.5 |
% |
70.7 |
% |
66.5 |
% |
||||
SG&A |
43.1 |
% |
43.3 |
% |
36.6 |
% |
38.2 |
% |
||||
R&D |
16.6 |
% |
19.7 |
% |
14.8 |
% |
14.9 |
% |
||||
Operating income (loss) from continuing operations |
7.1 |
% |
(3.1 |
)% |
18.9 |
% |
13.4 |
% |
||||
Net (loss) income from continuing operations |
(16.7 |
)% |
(6.2 |
)% |
14.1 |
% |
7.7 |
% |
||||
Income tax rate |
(5.2 |
)% |
21.3 |
% |
10.5 |
% |
4.5 |
% |
(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 |
||||||||||
( |
||||||||||
|
|
|
|
|||||||
|
Nine Months Ended |
|
|
|||||||
|
2021 |
|
2020 |
|
% Change |
|||||
Net sales |
|
|
|
|
|
|||||
Cost of sales |
256.8 |
|
234.1 |
|
|
|||||
Gross profit |
508.5 |
|
430.6 |
|
18.1 |
|
% |
|||
Operating expenses: |
|
|
|
|||||||
Selling, general and administrative |
347.5 |
|
331.7 |
|
|
|||||
Research and development |
139.3 |
|
108.4 |
|
|
|||||
Other operating expenses |
43.1 |
|
12.6 |
|
|
|||||
Operating loss from continuing operations |
(21.4 |
) |
(22.1 |
) |
(3.3 |
) |
% |
|||
Interest expense, net |
(43.5 |
) |
(24.8 |
) |
|
|||||
Loss on debt extinguishment |
(60.2 |
) |
(1.4 |
) |
|
|||||
Foreign exchange and other losses |
7.1 |
|
1.9 |
|
|
|||||
Loss from continuing operations before tax |
(118.1 |
) |
(46.4 |
) |
154.5 |
|
% |
|||
Income tax expense |
9.1 |
|
17.6 |
|
|
|||||
Losses from equity method investments |
(0.1 |
) |
(0.2 |
) |
|
|||||
Net loss from continuing operations |
(127.3 |
) |
(64.2 |
) |
98.3 |
|
% |
|||
Net loss from discontinued operations, net of tax |
— |
|
(1.0 |
) |
|
|||||
Net loss |
( |
) |
( |
) |
95.2 |
|
% |
|||
|
|
|
|
|||||||
Basic loss per share: |
|
|
|
|||||||
Continuing operations |
( |
) |
( |
) |
|
|||||
Discontinued operations |
— |
|
(0.02 |
) |
|
|||||
|
( |
) |
( |
) |
|
|||||
|
|
|
|
|||||||
Diluted loss per share: |
|
|
|
|||||||
Continuing operations |
( |
) |
( |
) |
|
|||||
Discontinued operations |
— |
|
(0.02 |
) |
|
|||||
|
( |
) |
( |
) |
|
|||||
|
|
|
|
|||||||
Weighted average common shares outstanding: |
|
|
|
|||||||
Basic |
49.7 |
|
48.6 |
|
|
|||||
Diluted |
49.7 |
|
48.6 |
|
|
|||||
|
|
|
|
|||||||
* Numbers may not add precisely due to rounding.
|
Adjusted Financial Measures ( |
|||||||
|
|
|
|
||||
|
Nine Months Ended |
|
|||||
|
2021 |
2020 |
% Change (1) |
||||
Adjusted SG&A (1) |
|
|
5.6 |
% |
|||
Adjusted R&D (1) |
122.8 |
111.9 |
9.7 |
% |
|||
Adjusted operating income from continuing operations (1) |
118.8 |
48.9 |
142.7 |
% |
|||
Adjusted net income from continuing operations (1) |
79.1 |
26.9 |
193.5 |
% |
|||
Adjusted diluted earnings per share from continuing operations (1) |
|
|
182.9 |
% |
(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 Nine Months Ended |
Adjusted (1) Nine Months Ended |
||||||||||
|
2021 |
2020 |
2021 |
2020 |
||||||||
Gross profit |
66.4 |
% |
64.8 |
% |
69.7 |
% |
65.6 |
% |
||||
SG&A |
45.4 |
% |
49.9 |
% |
38.0 |
% |
41.4 |
% |
||||
R&D |
18.2 |
% |
16.3 |
% |
16.1 |
% |
16.8 |
% |
||||
Operating (loss) income from continuing operations |
(2.8 |
)% |
(3.3 |
)% |
15.5 |
% |
7.4 |
% |
||||
Net (loss) income from continuing operations |
(16.6 |
)% |
(9.7 |
)% |
10.3 |
% |
4.1 |
% |
||||
Income tax rate |
(7.7 |
)% |
(37.9 |
)% |
12.0 |
% |
7.2 |
% |
(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 Financial Measures |
Restructuring Expenses (A) |
Depreciation and Amortization Expenses (B) |
Heart Valves (C) |
Financing Transactions (D) |
Certain Legal, Contingent Consideration and Other (E) |
Stock-based Compensation Costs (F) |
Certain Tax Adjustments (G) |
Certain Interest Adjustments (H) |
Adjusted Financial Measures |
||||||||||
Cost of sales |
|
|
$— |
|
( |
) |
$— |
|
$— |
|
( |
) |
( |
) |
$— |
|
$— |
|
|
|
Gross profit percent |
67.2 |
% |
— |
% |
1.6 |
% |
— |
% |
— |
% |
1.8 |
% |
0.1 |
% |
— |
% |
— |
% |
70.7 |
% |
Selling, general and administrative |
109.0 |
|
— |
|
(3.0 |
) |
— |
|
— |
|
(4.4 |
) |
(8.9 |
) |
— |
|
— |
|
92.6 |
|
Selling, general and administrative as a percent of net sales |
43.1 |
% |
— |
% |
(1.2 |
)% |
— |
% |
— |
% |
(1.8 |
)% |
(3.5 |
)% |
— |
% |
— |
% |
36.6 |
% |
Research and development |
42.1 |
|
— |
|
— |
|
— |
|
— |
|
(2.8 |
) |
(2.0 |
) |
— |
|
— |
|
37.4 |
|
Research and development as a percent of net sales |
16.6 |
% |
— |
% |
— |
% |
— |
% |
— |
% |
(1.1 |
)% |
(0.8 |
)% |
— |
% |
— |
% |
14.8 |
% |
Other operating expenses |
1.1 |
|
(0.1 |
) |
— |
|
(0.1 |
) |
— |
|
0.2 |
|
— |
|
— |
|
— |
|
1.0 |
|
Operating income from continuing operations |
17.9 |
|
0.1 |
|
7.0 |
|
0.1 |
|
— |
|
11.8 |
|
11.1 |
|
— |
|
— |
|
47.9 |
|
Operating margin percent |
7.1 |
% |
— |
% |
2.8 |
% |
0.1 |
% |
— |
% |
4.6 |
% |
4.4 |
% |
— |
% |
— |
% |
18.9 |
% |
Income tax expense |
2.1 |
|
— |
|
0.5 |
|
(0.7 |
) |
— |
|
1.0 |
|
0.2 |
|
1.0 |
|
— |
|
4.2 |
|
Net (loss) income from continuing operations |
(42.2 |
) |
0.1 |
|
6.4 |
|
0.8 |
|
46.3 |
|
10.4 |
|
10.9 |
|
(1.0 |
) |
4.1 |
|
35.8 |
|
Diluted EPS - Continuing Operations |
( |
) |
$— |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
GAAP results for the three months ended |
|
(A) |
Restructuring expenses related to organizational changes |
(B) |
Includes depreciation and amortization associated with purchase price accounting |
(C) |
Loss associated with the sale of Heart Valves |
(D) |
Costs associated with the |
(E) |
3T Heater-Cooler litigation provision, legal expenses primarily related to 3T Heater-Cooler defense, settlements, other matters and remeasurement of contingent consideration related to acquisitions |
(F) |
Non-cash expenses associated with stock-based compensation costs |
(G) |
Primarily relates to discrete tax items |
(H) |
Primarily relates to non-cash interest expense on the 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 |
|
|||||||||||||||||||
Three Months Ended
|
GAAP Financial Measures |
Merger and Integration Expenses (A) |
Restructuring Expenses (B) |
Depreciation and Amortization Expenses (C) |
Product Remediation Expenses (D) |
Financing Transactions (E) |
Certain Legal, Contingent Consideration and Other (F) |
Stock-based Compensation Costs (G) |
Certain Tax Adjustments (H) |
Certain Interest Adjustments (I) |
Adjusted Financial Measures |
|||||||||||
Cost of sales |
|
|
$— |
|
$— |
|
( |
) |
( |
) |
$— |
|
( |
) |
( |
) |
$— |
|
$— |
|
|
|
Gross profit percent |
61.5 |
% |
— |
% |
— |
% |
2.2 |
% |
0.5 |
% |
— |
% |
2.2 |
% |
0.2 |
% |
— |
% |
— |
% |
66.5 |
% |
Selling, general and administrative |
104.0 |
|
— |
|
— |
|
(6.1 |
) |
— |
|
0.1 |
|
0.3 |
|
(6.6 |
) |
— |
|
— |
|
91.7 |
|
Selling, general and administrative as a percent of net sales |
43.3 |
% |
— |
% |
— |
% |
(2.5 |
)% |
— |
% |
— |
% |
0.1 |
% |
(2.8 |
)% |
— |
% |
— |
% |
38.2 |
% |
Research and development |
47.4 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(10.7 |
) |
(0.7 |
) |
— |
|
— |
|
35.9 |
|
Research and development as a percent of net sales |
19.7 |
% |
— |
% |
— |
% |
— |
% |
— |
% |
— |
% |
(4.5 |
)% |
(0.3 |
)% |
— |
% |
— |
% |
14.9 |
% |
Other operating expenses |
3.7 |
|
(1.1 |
) |
0.3 |
|
— |
|
— |
|
— |
|
(3.0 |
) |
— |
|
— |
|
— |
|
— |
|
Operating (loss) income from continuing operations |
(7.5 |
) |
1.1 |
|
(0.3 |
) |
11.3 |
|
1.1 |
|
(0.1 |
) |
18.7 |
|
7.8 |
|
— |
|
— |
|
32.1 |
|
Operating margin percent |
(3.1 |
)% |
0.5 |
% |
(0.1 |
)% |
4.7 |
% |
0.5 |
% |
— |
% |
7.8 |
% |
3.3 |
% |
— |
% |
— |
% |
13.4 |
% |
Income tax (benefit) expense |
(4.0 |
) |
— |
|
— |
|
1.5 |
|
0.3 |
|
— |
|
0.3 |
|
0.4 |
|
2.5 |
|
(0.3 |
) |
0.9 |
|
Net (loss) income from continuing operations |
(14.8 |
) |
1.1 |
|
(0.4 |
) |
9.8 |
|
0.8 |
|
(4.8 |
) |
18.4 |
|
7.4 |
|
(2.5 |
) |
3.5 |
|
18.5 |
|
Diluted EPS - Continuing Operations |
( |
) |
|
|
( |
) |
|
|
|
|
( |
) |
|
|
|
|
( |
) |
|
|
|
|
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) |
Costs related to the 3T Heater-Cooler remediation plan |
(E) |
Costs associated with the |
(F) |
3T Heater-Cooler litigation provision, legal expenses primarily related to 3T Heater-Cooler defense, settlements and other matters and remeasurement of contingent consideration related to acquisitions |
(G) |
Non-cash expenses associated with stock-based compensation costs |
(H) |
Primarily relates to discrete tax items and the tax impact of intercompany transactions |
(I) |
Primarily relates to non-cash interest expense on the Senior Secured Term Loan and Cash Exchangeable Senior Notes, intellectual property migration and interest reversed upon the settlement of a tax litigation matter |
* Numbers may not add precisely due to rounding. |
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED
( |
||||||||||||||||||||||||
|
|
Specified Items |
|
|
||||||||||||||||||||
Nine Months Ended
|
GAAP Financial Measures |
Merger and Integration Expenses (A) |
Restructuring Expenses (B) |
Depreciation and Amortization Expenses (C) |
Heart Valves (D) |
Product Remediation Expenses (E) |
Financing Transactions (F) |
Certain Legal, Contingent Consideration and Other (G) |
Stock-based Compensation Costs (H) |
Certain Tax Adjustments (I) |
Certain Interest Adjustments (J) |
Adjusted Financial Measures |
||||||||||||
Cost of sales |
|
|
$— |
|
$— |
|
( |
) |
$— |
|
( |
) |
$— |
|
( |
) |
( |
) |
$— |
|
$— |
|
|
|
Gross profit percent |
66.4 |
% |
— |
% |
— |
% |
1.6 |
% |
— |
% |
0.1 |
% |
— |
% |
1.3 |
% |
0.3 |
% |
— |
% |
— |
% |
69.7 |
% |
Selling, general and administrative |
347.5 |
|
— |
|
— |
|
(9.2 |
) |
— |
|
— |
|
— |
|
(25.5 |
) |
(22.3 |
) |
— |
|
— |
|
290.5 |
|
Selling, general and administrative as a percent of net sales |
45.4 |
% |
— |
% |
— |
% |
(1.2 |
)% |
— |
% |
— |
% |
— |
% |
(3.3 |
)% |
(2.9 |
)% |
— |
% |
— |
% |
38.0 |
% |
Research and development |
139.3 |
|
— |
|
— |
|
0.1 |
|
— |
|
— |
|
— |
|
(10.3 |
) |
(6.3 |
) |
— |
|
— |
|
122.8 |
|
Research and development as a percent of net sales |
18.2 |
% |
— |
% |
— |
% |
— |
% |
— |
% |
— |
% |
— |
% |
(1.3 |
)% |
(0.8 |
)% |
— |
% |
— |
% |
16.1 |
% |
Other operating expenses |
43.1 |
|
(0.8 |
) |
(9.8 |
) |
— |
|
0.7 |
|
— |
|
— |
|
(32.3 |
) |
— |
|
— |
|
— |
|
1.0 |
|
Operating (loss) income from continuing operations |
(21.4 |
) |
0.8 |
|
9.8 |
|
21.0 |
|
(0.7 |
) |
0.4 |
|
— |
|
78.4 |
|
30.6 |
|
— |
|
— |
|
118.8 |
|
Operating margin percent |
(2.8 |
)% |
0.1 |
% |
1.3 |
% |
2.7 |
% |
(0.1 |
)% |
0.1 |
% |
— |
% |
10.2 |
% |
4.0 |
% |
— |
% |
— |
% |
15.5 |
% |
Income tax expense |
9.1 |
|
— |
|
0.3 |
|
1.6 |
|
3.0 |
|
0.1 |
|
— |
|
1.0 |
|
0.7 |
|
(5.2 |
) |
— |
|
10.8 |
|
Net (loss) income from continuing operations |
(127.3 |
) |
0.8 |
|
9.5 |
|
19.3 |
|
(3.7 |
) |
0.3 |
|
62.7 |
|
69.3 |
|
29.8 |
|
5.2 |
|
13.2 |
|
79.1 |
|
Diluted EPS - Continuing Operations |
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP results for the nine 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 the |
(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) |
Primarily relates to discrete tax items and the tax impact of intercompany transactions |
(J) |
Primarily relates to non-cash interest expense on the 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 |
|
|||||||||||||||||||
Nine Months Ended
|
GAAP Financial Measures |
Merger and Integration Expenses (A) |
Restructuring Expenses (B) |
Depreciation and Amortization Expenses (C) |
Product Remediation Expenses (D) |
Financing Transactions (E) |
Certain Legal, Contingent Consideration and Other (F) |
Stock-based Compensation Costs (G) |
Certain Tax Adjustments (H) |
Certain Interest Adjustments (I) |
Adjusted Financial Measures |
|||||||||||
Cost of sales |
|
|
$— |
|
$— |
|
( |
) |
( |
) |
$— |
|
|
|
( |
) |
$— |
|
$— |
|
|
|
Gross profit percent |
64.8 |
% |
— |
% |
— |
% |
2.4 |
% |
1.0 |
% |
— |
% |
(2.8 |
)% |
0.2 |
% |
— |
% |
— |
% |
65.6 |
% |
Selling, general and administrative |
331.7 |
|
— |
|
— |
|
(15.6 |
) |
— |
|
(2.4 |
) |
(15.3 |
) |
(23.2 |
) |
— |
|
— |
|
275.2 |
|
Selling, general and administrative as a percent of net sales |
49.9 |
% |
— |
% |
— |
% |
(2.4 |
)% |
— |
% |
(0.4 |
)% |
(2.3 |
)% |
(3.5 |
)% |
— |
% |
— |
% |
41.4 |
% |
Research and development |
108.4 |
|
— |
|
— |
|
(0.1 |
) |
— |
|
— |
|
5.9 |
|
(2.3 |
) |
— |
|
— |
|
111.9 |
|
Research and development as a percent of net sales |
16.3 |
% |
— |
% |
— |
% |
— |
% |
— |
% |
— |
% |
0.9 |
% |
(0.3 |
)% |
— |
% |
— |
% |
16.8 |
% |
Other operating expenses |
12.6 |
|
(6.6 |
) |
(2.0 |
) |
— |
|
— |
|
— |
|
(4.0 |
) |
— |
|
— |
|
— |
|
— |
|
Operating (loss) income from continuing operations |
(22.1 |
) |
6.6 |
|
2.0 |
|
31.8 |
|
6.9 |
|
2.4 |
|
(5.5 |
) |
26.9 |
|
— |
|
— |
|
48.9 |
|
Operating margin percent |
(3.3 |
)% |
1.0 |
% |
0.3 |
% |
4.8 |
% |
1.0 |
% |
0.4 |
% |
(0.8 |
)% |
4.0 |
% |
— |
% |
— |
% |
7.4 |
% |
Income tax expense |
17.6 |
|
0.3 |
|
— |
|
4.5 |
|
1.1 |
|
— |
|
2.3 |
|
1.0 |
|
(24.4 |
) |
(0.3 |
) |
2.1 |
|
Net (loss) income from continuing operations |
(64.2 |
) |
6.3 |
|
2.0 |
|
27.4 |
|
5.7 |
|
(2.2 |
) |
(7.8 |
) |
25.9 |
|
24.4 |
|
9.4 |
|
26.9 |
|
Diluted EPS - Continuing Operations |
( |
) |
|
|
|
|
|
|
|
|
( |
) |
( |
) |
|
|
|
|
|
|
|
|
GAAP results for the nine 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) |
Costs related to the 3T Heater-Cooler remediation plan |
(E) |
Costs associated with the |
(F) |
3T Heater-Cooler litigation provision, legal expenses primarily related to 3T Heater-Cooler defense, settlements and other matters and remeasurement of contingent consideration related to acquisitions |
(G) |
Non-cash expenses associated with stock-based compensation costs |
(H) |
Primarily relates to discrete tax items and the tax impact of intercompany transactions |
(I) |
Primarily relates to non-cash interest expense on the Senior Secured Term Loan and Cash Exchangeable Senior Notes, interest related to the 3T Heater-Cooler matter, intellectual property migration and interest reversed upon the settlement of a tax litigation matter |
* Numbers may not add precisely due to rounding. |
|
||||
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED |
||||
( |
||||
|
|
|
|
|
ASSETS |
|
|
|
|
Current Assets: |
|
|
|
|
Cash and cash equivalents |
|
|
|
|
Accounts receivable, net of allowance |
|
182.0 |
|
184.4 |
Inventories |
|
123.7 |
|
126.7 |
Prepaid and refundable taxes |
|
36.0 |
|
60.2 |
Assets held for sale |
|
— |
|
70.5 |
Current derivative assets |
|
95.9 |
|
2.1 |
Prepaid expenses and other current assets |
|
26.8 |
|
22.7 |
Total Current Assets |
|
646.4 |
|
719.4 |
Property, plant and equipment, net |
|
152.7 |
|
163.8 |
|
|
905.2 |
|
922.3 |
Intangible assets, net |
|
409.0 |
|
437.6 |
Operating lease assets |
|
46.2 |
|
50.5 |
Investments |
|
16.6 |
|
31.1 |
Deferred tax assets |
|
2.0 |
|
3.0 |
Long-term derivative assets |
|
— |
|
72.3 |
Other assets |
|
25.4 |
|
11.2 |
Total Assets |
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
Current Liabilities: |
|
|
|
|
Current debt obligations |
|
|
|
|
Accounts payable |
|
60.2 |
|
73.7 |
Accrued liabilities and other |
|
97.5 |
|
88.0 |
Current derivative liabilities |
|
151.4 |
|
7.4 |
Current litigation provision liability |
|
33.5 |
|
28.6 |
Taxes payable |
|
20.5 |
|
16.5 |
Accrued employee compensation and related benefits |
|
67.5 |
|
51.9 |
Liabilities held for sale |
|
— |
|
29.7 |
Total Current Liabilities |
|
658.5 |
|
309.1 |
Long-term debt obligations |
|
10.8 |
|
642.3 |
Contingent consideration |
|
104.1 |
|
89.9 |
Deferred tax liabilities |
|
8.3 |
|
8.9 |
Long-term operating lease liabilities |
|
38.7 |
|
42.2 |
Long-term employee compensation and related benefits |
|
18.2 |
|
20.6 |
Long-term derivative liabilities |
|
— |
|
121.9 |
Other long-term liabilities |
|
52.4 |
|
57.6 |
Total Liabilities |
|
890.9 |
|
1,292.5 |
Total Stockholders’ Equity |
|
1,312.5 |
|
1,118.8 |
Total Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
|
|
* Numbers may not add precisely due to rounding. |
|
|
|
|
|
||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED |
|
|
|
|
||
( |
|
Nine Months Ended |
||||
|
|
2021 |
|
2020 |
||
Operating Activities: |
|
|
|
|
||
Net loss |
|
( |
) |
|
( |
) |
Non-cash items included in net loss: |
|
|
|
|
||
Loss on debt extinguishment |
|
60.2 |
|
|
1.4 |
|
Stock-based compensation |
|
30.6 |
|
|
26.8 |
|
Amortization |
|
20.0 |
|
|
29.3 |
|
Depreciation |
|
18.5 |
|
|
22.2 |
|
Remeasurement of contingent consideration to fair value |
|
17.8 |
|
|
(31.2 |
) |
Amortization of debt issuance costs |
|
13.1 |
|
|
5.5 |
|
Amortization of operating lease assets |
|
12.1 |
|
|
9.8 |
|
Remeasurement of |
|
(4.6 |
) |
|
— |
|
Remeasurement of derivative instruments |
|
(2.2 |
) |
|
(17.7 |
) |
Deferred tax (benefit) expense |
|
(0.3 |
) |
|
41.1 |
|
Other |
|
1.9 |
|
|
(1.0 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
||
Accounts receivable, net |
|
(7.9 |
) |
|
65.4 |
|
Inventories |
|
4.7 |
|
|
(12.1 |
) |
Other current and non-current assets |
|
20.5 |
|
|
(15.4 |
) |
Accounts payable and accrued current and non-current liabilities |
|
3.0 |
|
|
(50.7 |
) |
Taxes payable |
|
5.0 |
|
|
(0.6 |
) |
Litigation provision liability |
|
4.0 |
|
|
(124.2 |
) |
Net cash provided by (used in) operating activities |
|
69.1 |
|
|
(116.4 |
) |
Investing Activities: |
|
|
|
|
||
Proceeds from sale of Heart Valves, net of cash disposed |
|
40.2 |
|
|
— |
|
Proceeds from sale of |
|
23.1 |
|
|
— |
|
Purchases of property, plant and equipment |
|
(17.9 |
) |
|
(28.4 |
) |
Purchase of investments |
|
(3.5 |
) |
|
(3.2 |
) |
Loans to investees |
|
— |
|
|
(2.3 |
) |
Other |
|
(1.4 |
) |
|
0.5 |
|
Net cash provided by (used in) investing activities |
|
40.5 |
|
|
(33.3 |
) |
Financing Activities: |
|
|
|
|
||
Repayment of long-term debt obligations |
|
(451.4 |
) |
|
(481.4 |
) |
Proceeds from issuance of ordinary shares, net |
|
324.2 |
|
|
— |
|
Payment of make-whole premium on long-term debt obligations |
|
(35.6 |
) |
|
— |
|
Shares repurchased from employees for minimum tax withholding |
|
(12.2 |
) |
|
(5.3 |
) |
Payment of contingent consideration |
|
(5.2 |
) |
|
(8.9 |
) |
Proceeds from exercise of stock options |
|
2.4 |
|
|
0.2 |
|
Debt issuance costs |
|
(1.9 |
) |
|
(20.4 |
) |
Proceeds from share issuances under ESPP |
|
1.8 |
|
|
2.1 |
|
Proceeds from long-term debt obligations |
|
— |
|
|
886.9 |
|
Proceeds from short term borrowings (maturities greater than 90 days) |
|
— |
|
|
46.7 |
|
Repayments of short term borrowings (maturities greater than 90 days) |
|
— |
|
|
(44.8 |
) |
Purchase of capped call |
|
— |
|
|
(43.1 |
) |
Closing adjustment payment for sale of CRM business |
|
— |
|
|
(14.9 |
) |
Other |
|
(0.2 |
) |
|
(1.2 |
) |
Net cash (used in) provided by financing activities |
|
(178.2 |
) |
|
315.9 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
(2.4 |
) |
|
0.5 |
|
Net (decrease) increase in cash and cash equivalents |
|
(71.0 |
) |
|
166.7 |
|
Cash and cash equivalents at beginning of period |
|
252.8 |
|
|
61.1 |
|
Cash and cash equivalents 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 Actual Currency Rates |
|
% Change at Constant-Currency Rates (1) |
||||
|
|
2021 |
|
2020 |
|
|
||||
Cardiovascular GAAP net sales |
|
|
|
|
|
(1.6 |
)% |
|
(1.9 |
)% |
Less Heart Valves net sales |
|
— |
|
21.1 |
|
N/A |
|
|
N/A |
|
Cardiovascular net sales, excluding Heart Valves |
|
|
|
|
|
15.8 |
% |
|
15.4 |
% |
|
|
|
|
|
|
|
|
|
||
Total GAAP net sales |
|
|
|
|
|
5.5 |
% |
|
5.0 |
% |
Less Heart Valves net sales |
|
— |
|
21.1 |
|
N/A |
|
|
N/A |
|
Total net sales, excluding Heart Valves |
|
|
|
|
|
15.7 |
% |
|
15.2 |
% |
|
|
|
|
|
|
|
|
|
||
|
|
2021 |
|
2019 |
|
|
|
|
||
Total GAAP net sales |
|
|
|
|
|
(5.7 |
)% |
|
(6.4 |
)% |
Less Heart Valves net sales |
|
— |
|
28.9 |
|
N/A |
|
|
N/A |
|
Total net sales, excluding Heart Valves |
|
|
|
|
|
5.6 |
% |
|
4.9 |
% |
(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. |
|
* |
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 from continuing operations, to adjusted diluted weighted average shares outstanding, used in the computation of adjusted diluted earnings per common share from continuing operations (in millions of shares):
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED (shares in millions) |
||||||||
|
|
Three Months Ended |
|
Nine Months Ended |
||||
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
GAAP diluted weighted average shares outstanding |
|
51.6 |
|
48.7 |
|
49.7 |
|
48.6 |
Add effects of stock-based compensation instruments |
|
0.8 |
|
0.1 |
|
0.9 |
|
0.2 |
Adjusted diluted weighted average shares outstanding (1) |
|
52.4 |
|
48.8 |
|
50.6 |
|
48.8 |
(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/20211103005303/en/
Senior Director, Investor Relations
Phone: +1 281-895-2382
e-mail: InvestorRelations@livanova.com
Source:
FAQ
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