Attached files

file filename
8-K - 8-K - SPECTRANETICS CORPa20158kq4earningsrelease.htm


Exhibit 99.1
 


FOR IMMEDIATE RELEASE

Spectranetics Achieves Fourth Quarter 2015 Revenue of $65.2 million

COLORADO SPRINGS, Colo. (February 25, 2016) - The Spectranetics Corporation (NASDAQ: SPNC) today reported financial results for the three months and year ended December 31, 2015. Highlights of the quarter, all compared with the three months ended December 31, 2014 include:

Revenue of $65.2 million increased 4% (5% constant currency1)
Vascular Intervention revenue of $43.0 million increased 10% (12% constant currency)
Lead Management revenue of $18.3 million decreased 1% (no change constant currency)

“Our fourth quarter results represent another positive step going into 2016. We drove solid execution across business segments. Our existing portfolio and innovation pipeline position us to capitalize on our compelling opportunities. Our recent product clearances for the Turbo Power™ Laser Atherectomy Catheter and, more recently, the Bridge™ Occlusion Balloon augment our ability to continue to drive the ISR indication and expand our leadership position in the Lead Management market, respectively. The next 12 months will be an exciting time for our drug-coated balloon portfolio, with the expected product approvals, clinical data presentations, and the continued launch of Stellarex internationally,” said Scott Drake, President and Chief Executive Officer. “The future is bright, and we remain focused on near-term execution to capitalize on what’s ahead.”

Net loss for the three months ended December 31, 2015 was $10.5 million, or $0.25 per share, compared with net loss of $16.0 million, or $0.38 per share, for the three months ended December 31, 2014. Non-GAAP net loss1 for the three months ended December 31, 2015 was $8.2 million, or $0.19 per share, compared with non-GAAP net loss of $1.7 million, or $0.04 per share, for the three months ended December 31, 2014.


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

1



Full Year 2015 Financial Results
Revenue for the year ended December 31, 2015 increased 20% (22% constant currency) to $246.0 million from $204.9 million for the year ended December 31, 2014. Vascular Intervention revenue increased 36% (38% constant currency) to $160.5 million. Lead Management revenue increased 5% (8% constant currency) to $69.9 million. Laser, service and other revenue decreased 23% (20% constant currency) to $15.6 million.

AngioSculpt® revenue was $56.8 million for the year ended December 31, 2015. Excluding AngioSculpt, which we acquired on June 30, 2014, total revenue increased 8% (10% constant currency) and Vascular Intervention revenue, excluding AngioSculpt, increased 17% (18% constant currency).

Net loss during the year ended December 31, 2015 was $59.5 million, or $1.40 per share, compared with net loss of $40.9 million, or $0.98 per share, for the year ended December 31, 2014. Non-GAAP net loss during the year ended December 31, 2015 was $37.1 million, or $0.88 per share, compared with non-GAAP net loss of $11.3 million, or $0.27 per share, for the year ended December 31, 2014.

2016 Financial Outlook
Spectranetics’ management projects 2016 revenue to be within a range of $254 million to $266 million, an increase of 3% to 8% over 2015.

Net loss for 2016 is projected to be within a range of $59 million to $64 million, or $1.34 to $1.45 per share. Non-GAAP net loss for 2016 is projected to be within a range of $45 million to $50 million, or $1.03 to $1.14 per share. See “Reconciliation of non-GAAP Financial Measures” later in this release.

Gross margin is projected to be within a range of 74.4% to 75.0%.
Research, development and other technology expenses are expected to be in the range of 25% to 26% of revenue.
Selling, general and administrative expenses are expected to be in the range of 61% to 63% of revenue.

2



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 39913305, or access the webcast on the investor relations section of the Company’s website at: www.spectranetics.com. The webcast will be available on the Company’s website for 14 days following the completion of the call.

About Spectranetics
The Spectranetics Corporation develops, manufactures, markets and distributes 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.

The Company's Vascular Intervention (VI) products include a range of laser catheters for ablation of blockages in arteries above and below the knee, the AngioSculpt scoring balloon used in both peripheral and coronary procedures, and the Stellarex drug-coated balloon peripheral angioplasty platform, which received European CE mark approval in December 2014. 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, 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,

3



clinical trials and regulatory approvals, regulatory or competitive environments, outcome of litigation, 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 2016 outlook and projected results 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 management products, lack of cash necessary to satisfy our cash obligations under our outstanding 2.625% Convertible Senior Notes due 2034 and our term loan and revolving loan facilities, our debt adversely affecting our financial health and preventing 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, costs of and 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 clearance and other regulatory approvals to market new products or applications and the timeliness of any clearance and 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 2014 Annual Report on Form 10-K and 2015 quarterly reports on Form 10-Q. 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, futu

4



re 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.

Investor Relations Contacts
Zach Stassen
Investor.relations@spnc.com
(719) 447-2292

Lynn Pieper
Investor.relations@spnc.com
(415) 309-5999


-Financial tables follow-



5



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,
 
 
2015
 
2014
 
2015
 
2014
Revenue
 
$
65,197

 
$
62,959

 
$
245,956

 
$
204,914

Cost of products sold
 
16,358

 
15,859

 
62,883

 
51,385

Amortization of acquired inventory step-up
 

 
1,060

 
251

 
2,074

Gross profit
 
48,839

 
46,040

 
182,822

 
151,455

Operating expenses:
 
 
 
 
 
 
 
 
Selling, general and administrative
 
36,735

 
36,447

 
143,355

 
128,129

Research, development and other technology
 
16,589

 
9,311

 
64,436

 
28,675

Medical device excise tax
 
922

 
857

 
3,465

 
2,834

Acquisition transaction, integration and legal costs
 
2,572

 
9,233

 
29,472

 
17,288

Acquisition-related intangible asset amortization
 
3,203

 
3,007

 
13,275

 
6,335

Contingent consideration expense
 
200

 
955

 
2,671

 
2,070

Change in fair value of contingent consideration liability
 
(3,763
)
 

 
(25,819
)
 
(1,064
)
Intangible asset impairment
 

 

 
2,496

 
4,138

Total operating expenses
 
56,458

 
59,810

 
233,351

 
188,405

Operating loss
 
(7,619
)
 
(13,770
)
 
(50,529
)
 
(36,950
)
Other expense
 
(2,558
)
 
(1,864
)
 
(8,219
)
 
(4,273
)
Loss before taxes
 
(10,177
)
 
(15,634
)
 
(58,748
)
 
(41,223
)
Income tax expense (benefit)
 
283

 
363

 
726

 
(322
)
Net loss
 
$
(10,460
)
 
$
(15,997
)
 
$
(59,474
)
 
$
(40,901
)
 
 
 
 
 
 
 
 
 
Net loss per common share:
 
 
 
 
 
 
 
 
Basic and diluted
 
$
(0.25
)
 
$
(0.38
)
 
$
(1.40
)
 
$
(0.98
)
Weighted average shares outstanding:
 
 
 
 
 
 
 
 
Basic and diluted
 
42,613

 
41,931

 
42,430

 
41,679



6



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

 
December 31, 2015
 
December 31, 2014
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
84,594

 
$
95,505

Accounts receivable, net
43,359

 
41,090

Inventories, net
25,155

 
25,446

Other current assets
5,171

 
8,093

Total current assets
158,279

 
170,134

Property and equipment, net
44,719

 
33,819

Goodwill and intangible assets
263,072

 
252,514

Other assets
1,929

 
1,371

Total assets
$
467,999

 
$
457,838

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Borrowings under revolving line of credit
$
24,232

 
$

Other current liabilities
39,447

 
41,343

Convertible debt, net of debt issuance costs
224,076

 
223,088

Term loan, net of debt issuance costs
59,601

 

Other non-current liabilities
3,674

 
31,250

Stockholders’ equity
116,969

 
162,157

Total liabilities and stockholders’ equity
$
467,999

 
$
457,838



7



THE SPECTRANETICS CORPORATION
Supplemental Financial Information
(Unaudited)
Financial Summary
2014
 
2015
(000’s, except laser sales and installed base amounts)
 
4th Qtr
 
1st Qtr
 
2nd Qtr
 
3rd Qtr
 
4th Qtr
Disposable products revenue:
 
 
 
 
 
 
 
 
 
 
Vascular Intervention
 
39,055

 
36,513

 
40,630

 
40,370

 
42,967

Lead Management
 
18,509

 
16,431

 
17,257

 
17,961

 
18,250

     Total disposable products
 
57,564

 
52,944

 
57,887

 
58,331

 
61,217

 
 
 
 
 
 
 
 
 
 
 
Laser, service, and other
 
5,395

 
4,478

 
3,790

 
3,329

 
3,980

 
 
 
 
 
 
 
 
 
 
 
Total revenue
 
62,959

 
57,422

 
61,677

 
61,660

 
65,197

Non-GAAP gross margin percentage (excluding amortization of acquired inventory step-up) (1)
 
75
%
 
74
%
 
74
%
 
74
%
 
75
%
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
(15,997
)
 
(27,305
)
 
(7,216
)
 
(14,493
)
 
(10,460
)
 
 
 
 
 
 
 
 
 
 
 
Cash flow used in operating activities
 
(7,576
)
 
(22,461
)
 
(10,082
)
 
(10,225
)
 
(16,691
)
Total cash and cash equivalents at end of quarter
 
95,505

 
43,639

 
49,255

 
41,721

 
84,594

 
 
 
 
 
 
 
 
 
 
 
Laser sales summary:
 
 
 
 
 
 
 
 
 
 
Laser sales from inventory
 
11

 
6

 
2

 
1

 
5

Laser sales from evaluation/rental units
 
2

 
2

 

 
1

 
2

Total laser sales
 
13

 
8

 
2

 
2

 
7

 
 
 
 
 
 
 
 
 
 
 
(1) Non-GAAP gross margin percentage (excluding amortization of acquired inventory step-up) is a non-GAAP financial measure and was recorded during the third quarter of 2014 through the first quarter of 2015. Please refer to the non-GAAP reconciliation tables following this table for the reconciliation to the most comparable GAAP measure.
 
 
 
 
 
 
 
 
 
 
 
Worldwide Installed Base Summary:
 
 
 
 
 
 
 
 
 
 
Laser sales from inventory
 
11

 
6

 
2

 
1

 
5

Rental placements
 
26

 
37

 
42

 
35

 
34

Evaluation placements
 
8

 
11

 
5

 
5

 
7

Laser placements during quarter
 
45

 
54

 
49

 
41

 
46

Buy-backs/returns during quarter
 
(10
)
 
(16
)
 
(11
)
 
(16
)
 
(26
)
Net laser placements during quarter
 
35

 
38

 
38

 
25

 
20

Total lasers placed at end of quarter
 
1,271

 
1,309

 
1,347

 
1,372

 
1,392




8



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

 
Three Months Ended
 
 
 
 
December 31, 2015
 
December 31, 2014
 
% 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
$
42,967

 
$
695

 
$
43,662

 
$
39,055

 
10
 %
12
 %
Lead Management
18,250

 
340

 
18,590

 
18,509

 
(1
)%
 %
Laser, service, and other
3,980

 
129

 
4,109

 
5,395

 
(26
)%
(24
)%
Total revenue
$
65,197

 
$
1,164

 
$
66,361

 
$
62,959

 
4
 %
5
 %
 
 
 
 
 
 
 
 
 
 
 
 
Twelve Months Ended
 
 
 
 
December 31, 2015
 
December 31, 2014
 
% 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, ex-AngioSculpt
$
103,655

 
$
1,175

 
$
104,830

 
$
88,522

 
17
 %
18
 %
AngioSculpt
56,825

 
938

 
57,763

 
29,626

 
92
 %
95
 %
Total Vascular Intervention
160,480

 
2,113

 
162,593

 
118,148

 
36
 %
38
 %
Lead Management
69,899

 
1,864

 
71,763

 
66,662

 
5
 %
8
 %
Laser, service, and other
15,577

 
528

 
16,105

 
20,104

 
(23
)%
(20
)%
Total revenue
$
245,956

 
$
4,505

 
$
250,461

 
$
204,914

 
20
 %
22
 %
Total revenue, ex AngioSculpt
$
189,131

 
$
3,567

 
$
192,698

 
$
175,288

 
8
 %
10
 %


9



THE SPECTRANETICS CORPORATION

Reconciliation of gross margin to non-GAAP gross margin
excluding amortization of acquired inventory step-up
(in thousands, except percentages)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
Dec. 31, 2014
 
March 31, 2015
 
June 30, 2015
 
Sept. 30, 2015
 
Dec. 31, 2015
Gross profit, as reported
 
$
46,040

 
$
42,369

 
$
45,763

 
$
45,851

 
$
48,839

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

 
251

 

 

 

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

 
$
42,620

 
$
45,763

 
$
45,851

 
$
48,839

 
 
 
 
 
 
 
 
 
 
 
Gross margin, as reported
 
73
%
 
74
%
 
74
%
 
74
%
 
75
%
Non-GAAP gross margin, excluding amortization of acquired inventory step-up
 
75
%
 
74
%
 
74
%
 
74
%
 
75
%
Footnote explanations can be found following the last non-GAAP tables.

Reconciliation of Net Loss to Non-GAAP Net Loss
(in thousands)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
December 31, 2015
 
December 31, 2014
 
December 31, 2015
 
December 31, 2014
Net loss, as reported
 
$
(10,460
)
 
$
(15,997
)
 
$
(59,474
)
 
$
(40,901
)
Acquisition transaction, integration and legal costs (2)
 
2,572

 
9,233

 
29,472

 
17,288

Amortization of acquired inventory step-up (1)
 

 
1,060

 
251

 
2,074

Acquisition-related intangible asset amortization (3)
 
3,203

 
3,007

 
13,275

 
6,335

Contingent consideration expense (4)
 
200

 
955

 
2,671

 
2,070

Change in fair value of contingent consideration liability (5)
 
(3,763
)
 

 
(25,819
)
 
(1,064
)
Intangible asset impairment (5)
 

 

 
2,496

 
4,138

Release of valuation allowance related to AngioScore acquisition (6)
 

 

 

 
(1,266
)
Non-GAAP net loss
 
$
(8,248
)
 
$
(1,742
)
 
$
(37,128
)
 
$
(11,326
)

 

10



THE SPECTRANETICS CORPORATION
Reconciliation of Net Loss Per Share to Non-GAAP Net Loss Per Share
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
December 31, 2015
 
December 31, 2014
 
December 31, 2015
 
December 31, 2014
Net loss per share, as reported
 
$
(0.25
)
 
$
(0.38
)
 
$
(1.40
)
 
$
(0.98
)
Acquisition transaction, integration and legal costs (2)
 
0.06

 
0.22

 
0.69

 
0.41

Amortization of acquired inventory step-up (1)
 

 
0.03

 
0.01

 
0.05

Acquisition-related intangible asset amortization (3)
 
0.08

 
0.07

 
0.31

 
0.15

Contingent consideration expense (4)
 

 
0.02

 
0.06

 
0.05

Change in fair value of contingent consideration liability (5)
 
(0.09
)
 

 
(0.61
)
 
(0.03
)
Intangible asset impairment (5)
 

 

 
0.06

 
0.10

Release of valuation allowance related to AngioScore acquisition (6)
 

 

 

 
(0.03
)
Non-GAAP net loss per share (7)
 
$
(0.19
)
 
$
(0.04
)
 
$
(0.88
)
 
$
(0.27
)

Reconciliation of 2016 Projected Net Loss to Non-GAAP Projected Net Loss
(in millions)
(unaudited)
 
 
Projected Range
 
 
Twelve Months Ending
December 31, 2016
 
 
Low
 
High
Net loss, GAAP
 
$
(64.0
)
 
$
(59.0
)
Acquisition transaction, integration and legal costs (8)
 
0.9

 
0.9

Acquisition-related amortization and contingent consideration expense (9)
 
12.8

 
12.8

Non-GAAP net loss
 
$
(50.3
)
 
$
(45.3
)

Reconciliation of 2016 Projected Net Loss Per Share to Non-GAAP Projected Net Loss Per Share
(unaudited)
 
 
Projected Range
 
 
Twelve Months Ending
December 31, 2016
 
 
Low
 
High
Net loss per share, GAAP
 
$
(1.45
)
 
$
(1.34
)
Acquisition transaction, integration and legal costs (8)
 
0.02

 
0.02

Acquisition-related amortization and contingent consideration expense (9)
 
0.29

 
0.29

Non-GAAP net loss per share (7)
 
$
(1.14
)
 
$
(1.03
)
__________________

11




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

2)
Acquisition transaction, integration and legal costs relate to the AngioScore and Stellarex acquisitions, which closed on June 30, 2014 and January 27, 2015, respectively, and included investment banking fees, accounting, consulting, and legal fees, severance and retention costs, and non-recurring costs associated with establishing manufacturing operations to support the Stellarex program. In addition, these costs included $1.0 million, $5.6 million, $19.9 million and $6.8 million in the three months ended December 31, 2015 and 2014 and the twelve months ended December 31, 2015 and 2014, respectively, for legal fees, including legal fees and costs advanced, associated with a patent and breach of fiduciary duty matter in which AngioScore is the plaintiff.

3)
Acquisition-related intangible asset amortization relates primarily to intangible assets acquired in the AngioScore acquisition in June 2014 and the Stellarex acquisition in January 2015.

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 regulatory milestones.

5)
During 2015, the Company remeasured the contingent consideration liability related to the AngioScore acquisition to its fair value and reduced it by approximately $25.8 million. Of this amount, $21.5 million was a result of a decrease in future revenue estimates for the AngioSculpt products. The remaining $4.3 million was related to the AngioScore regulatory milestones. We also recorded a $2.5 million intangible asset impairment for a partial impairment of the in-process research and development intangible assets acquired as part of the AngioScore acquisition.

6)
Income tax benefit for the year ended December 31, 2014 included a tax benefit of $1.3 million resulting from a reduction in the valuation allowance against our deferred tax assets related to the acquisition of AngioScore.

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

8)
Acquisition transaction, integration and legal costs consist of integration costs for the Stellarex and AngioScore acquisitions, which include legal fees and costs advanced associated with a patent and breach of fiduciary duty matter in which AngioScore is the plaintiff.

9)
Acquisition-related intangible asset amortization relates primarily to intangible assets acquired in the AngioScore acquisition in June 2014 and the Stellarex acquisition in January 2015. 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 regulatory milestones.

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.
 

12



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.

Amortization expense, while not requiring cash settlement, is an ongoing and recurring expense and has a material impact on GAAP net income or loss and reflects costs to us not reflected in non-GAAP net loss. The intangible asset impairment, while not requiring cash settlement, reflects an economic cost to us not reflected in non-GAAP net loss.

Items such as the acquisition transaction and integration costs, contingent consideration expense and the change in fair value of contingent consideration liability excluded from non-GAAP net loss can have a material impact on cash flows and GAAP net loss and reflect economic costs to us not reflected in non-GAAP net loss.
  
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.

  # # #

13