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8-K - COGENTIX MEDICAL, INC 8-K 3-9-2017 - COGENTIX MEDICAL INC /DE/form8k.htm

Exhibit 99.1
 
 
Cogentix Medical Reports Strong Fourth Quarter Operating Results
Q4 Represents Fifth Consecutive Quarter of Cash Operating Profit

Conference Call Today at 11:00a ET

MINNEAPOLIS, MN, March 9, 2017 – Cogentix Medical, Inc. (NASDAQ: CGNT), a global medical device company focused on providing the Urology, Uro/Gyn and Gynecology markets with innovative and proprietary products, today reported financial results for the fourth quarter and fiscal year ended December 31, 2016.

Fourth Quarter Highlights & Recent Corporate Developments

·
Cogentix Medical closed on a $25 million equity investment by Accelmed Growth Partners, L.P. and completed the exchange of all debt and accrued interest (face value totaling $29.5 million) into 17.7 million shares of common stock on November 3, 2016, as previously announced.  As a result of these transactions, and with cash generated from operations during the fourth quarter, the Company finished the year with $28.3 million of cash and investments and no debt.
·
Due to market demand, the Company continues to expand its sales and marketing efforts for the Urgent PC® and PrimeSight™ product lines to targeted Uro/Gyn and Gynecology practices.
·
Cogentix Medical continues to aggressively pursue a vigorous business development process.  The process has advanced to include active due diligence review of several inbound opportunities. The business development process is designed to enhance value for both our physician customers and our shareholders.
·
Fourth quarter revenue totaled $13.2 million vs. $13.6 million in the fourth quarter of 2015; fourth quarter revenue from Urology products totaled $11.8 million, an increase of $0.7 million or 6.2% over the fourth quarter of the prior year.  Non-urology product revenue declined by $1.1 million versus the fourth quarter of the prior year.
·
Fourth quarter gross margin was 69.8%, up 580 basis points from the year ago quarter while operating expenses were down $0.6 million compared to the same quarter of the prior year.
·
Fourth quarter GAAP operating profit was $0.5 million and increased $1.2 million from the operating loss of $0.7 million in the year ago quarter.
·
Cash operating profit, a non-GAAP financial measure that excludes non-cash items and one time charges, totaled $1.5 million in the fourth quarter (an increase of $1.0 million from the same period of last year) and is the fifth consecutive quarter the Company has generated a cash operating profit.
 

“During 2016, Cogentix Medical successfully executed our plan to grow our business in the urology market, broaden the number of deep relationships with our customer base and dramatically improve the Company’s balance sheet.  We’ve never been in a better position to drive value for our customers as well as our shareholders,” said Darin Hammers, President and CEO.  “The Company’s PrimeSight™ endoscopy products for the urology market led the way in the fourth quarter with 18 percent revenue growth and continue to represent a meaningfully differentiated solution for our urology customers and a significant growth opportunity for Cogentix.  Our total Urology revenue grew 6% in the fourth quarter, but our overall revenue showed a slight decline from the prior year as our non-urology Industrial and Airway Management products each saw a significant reduction in revenue.  As we look forward to 2017, our team’s key objectives are to drive the organic growth of the urology business while expanding our sales efforts to targeted Urology, Uro/Gyn and Gynecology practices. At the same time, we expect to supplement our organic growth through the execution of business development activities in our targeted market segments enabled by our greatly improved balance sheet.”

Financial Results for the Fourth Quarter Ended December 31, 2016

For the quarter ended December 31, 2016, the Company had total revenue of $13.2 million compared to $13.6 million in the year ago quarter.  The $0.4 million change in reported revenue is attributable to a $1.1 million decrease in Industrial and Airway Management revenue, partially offset by the $0.7 million increase in Urology revenue. Revenue from PrimeSight™ endoscopy technologies totaled $4.1 million, up $0.6 million or 18% from the comparable year-ago period. Urgent PC® revenue totaled $5.5 million compared to $5.6 million in the comparable year ago period, comprised of unit growth in the US of 4% offset by lower average selling prices.  Macroplastique revenue in the quarter of $1.9 million increased $0.1 million compared to the prior year period.

Gross margin for the quarter ended December 31, 2016 was 69.8%, up 580 basis points from the 64.0% gross margin in the year-ago period. Operating expenses in the quarter totaled $8.8 million, representing a decrease of more than $0.6 million as compared to $9.4 million in the same period of the prior year.  The decrease is primarily attributable to lower sales expense, partially offset by higher research and development expenses.

Operating profit for the quarter was $0.5 million, representing an increase of $1.2 million as compared to the operating loss of $0.7 million in the year ago period. Cash operating profit, which is operating profit excluding all non-cash items and one time charges, was $1.5 million for the quarter ended December 31, 2016, an increase of $1.0 million from the year-ago quarter. In the fourth quarter of this year, the Company recorded non-cash debt conversion expense of $18.8 million as a result of the conversion of $29.5 million (face value) of debt and accrued interest into equity.  As a result, net loss was $18.6 million ($0.40 per share) in the quarter ended December 31, 2016, compared to a net loss of $1.1 million ($0.04 per share) in the comparable year-ago period.

At December 31, 2016 the Company’s cash and investments totaled $28.3 million. The substantial increase in cash and investments from the end of the third quarter is a result of the $25.0 million ($23.4 million after expenses) equity investment by Accelmed and cash generated from operations. There were no borrowings under the Company’s $7.0 million line of credit as of December 31, 2016.

Financial Results for the Fiscal Year Ended December 31, 2016

For the fiscal year ended December 31, 2016, total revenue of $51.9 million represented an increase of 5% when compared to the pro forma combined revenue for the twelve months ended December 31, 2015 of $49.3 million.  This $2.6 million increase is due to a $3.5 million increase in Urology revenue and a $0.9 million decrease in Industrial and Airway Management revenue.
 

Operating loss for the year ended December 31, 2016 was $1.8 million, compared to the pro forma operating loss of $12.0 million in the year ending December 31, 2015.  Cash operating profit was $4.3 million for the year ended December 31, 2016, excluding all non-cash items and one time charges, an increase of $6.3 million from the pro forma cash operating loss for the year ended December 31, 2015.
 
Pro forma combined revenue and cash operating profit (loss) are non-GAAP financial measures for the twelve months ended December 31, 2015, calculated as if Cogentix’s predecessors Vision-Sciences, Inc. and Uroplasty, Inc. had merged as of the earliest reported date.  These pro forma results include the sum of the historical results of each predecessor company prior to the March 31, 2015 merger date, as well as post-merger historical results for the combined company. For a reconciliation of these financial measures to the most directly comparable GAAP financial measures, and for more information on their disclosure and use, please see “Non-GAAP Financial Measures” below.

Conference Call

Cogentix Medical will host a conference call and webcast today at 11:00 a.m. Eastern Time (10:00 a.m. Central Time). Darin Hammers, President and Chief Executive Officer, and Brett Reynolds, Chief Financial Officer, will host the event. Individuals wishing to participate in the conference call should dial 877-303-1595 with the conference ID number 78544327. To access a live webcast of the call, go to the investor relations section of Cogentix Medical’s website at ir.cogentixmedical.com.

An audio replay will be available for 30 days following the call at 855-859-2056 with the conference ID number 78544327. An archived webcast will also be available at ir.cogentixmedical.com.

About Cogentix Medical
 
Cogentix Medical, Inc., headquartered in Minnetonka, Minnesota, with additional operations in New York, Massachusetts, The Netherlands and the United Kingdom, is a global medical device company.  We design, develop, manufacture and market products for flexible endoscopy with our unique PrimeSight™ product lines featuring a streamlined visualization system and proprietary sterile disposable microbial barrier providing users with efficient and cost effective endoscope turnover while enhancing patient safety. We also commercialize the Urgent® PC Neuromodulation System, an FDA-cleared device that delivers percutaneous tibial nerve stimulation (PTNS) for the office-based treatment of overactive bladder (OAB). OAB is a chronic condition that affects approximately 42 million U.S. adults. The symptoms include urinary urgency, frequency and urge incontinence.  We also offer Macroplastique®, an injectable urethral bulking agent for the treatment of adult female stress urinary incontinence primarily due to intrinsic sphincter deficiency. For more information on Cogentix Medical and our products, please visit us at www.cogentixmedical.com. ‘CGNT-G’

For Further Information:

Cogentix Medical, Inc.
Brett Reynolds, SVP and CFO
952-426-6152

EVC Group
Brian Moore/Doug Sherk
310-579-6199/415-652-9100
 

Cautionary Statements Related to Forward-Looking Statements

This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. Forward-looking statements in this press release include, but are not limited to, statements about expected revenue growth rates; the Company’s expectations regarding operating profit and cash operating profit; and plans, objectives, expectations and intentions with respect to future operations, products and services. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the effects of industry, economic or political conditions outside of the Company’s control; competitive market factors; actual or contingent liabilities; the adequacy of the Company’s capital resources; and the risks identified under the heading “Risk Factors” in the transition report on Form 10-K, for the nine month transition period ended December 31, 2015, filed with the Securities and Exchange Commission (“SEC”) on March 29, 2016. Investors are cautioned to not to place considerable reliance on the forward-looking statements contained in this presentation. Investors are encouraged to read the Company’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this presentation speak only as of the date of this release, and the Company undertakes no obligation to update or revise any of these statements. The Company’s businesses are subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
 

COGENTIX MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

   
Three Months
Ended
December 31
   
Twelve Months
Ended
December 31
   
Nine Months
Ended
December 31
 
   
2016
   
2015
   
2016
   
2015
 
                         
Net sales
 
$
13,232,333
   
$
13,637,956
   
$
51,851,159
   
$
36,622,355
 
Cost of goods sold
   
3,990,178
     
4,912,598
     
16,248,111
   
$
12,519,443
 
                                 
Gross profit
   
9,242,155
     
8,725,358
     
35,603,048
     
24,102,912
 
     
69.8
%
   
64.0
%
   
68.7
%
   
65.8
%
Operating expenses
                               
General and administrative
   
1,690,139
     
1,701,895
     
6,778,010
     
5,530,909
 
Research and development
   
1,445,936
     
1,070,667
     
4,701,539
     
3,168,753
 
Selling and marketing
   
5,040,686
     
5,987,719
     
21,313,364
     
18,484,063
 
Amortization of intangibles
   
590,858
     
634,191
     
2,363,432
     
1,902,573
 
Proxy settlement costs
   
-
     
-
     
2,257,654
     
-
 
Merger related costs
   
-
     
45,000
     
-
     
950,469
 
     
8,767,619
     
9,439,472
     
37,413,999
     
30,036,767
 
                                 
Operating income (loss)
   
474,536
     
(714,114
)
   
(1,810,951
)
   
(5,933,855
)
                                 
Other income (expense)
                               
Interest income
 
 
24,926
     
455
     
25,455
     
3,337
 
Interest expense
   
(150,783
)
   
(374,499
)
   
(1,298,253
)
   
(1,071,441
)
Debt conversion expense
   
(18,841,407
)
   
-
     
(18,841,407
)
   
-
 
Foreign currency exchange gain (loss)
   
14,443
     
9,803
     
(25,868
)
   
14,313
 
Other
   
846
     
-
     
846
     
-
 
     
(18,951,975
)
   
(364,241
)
   
(20,139,227
)
   
(1,053,791
)
                                 
Loss before income taxes
   
(18,477,439
)
   
(1,078,355
)
   
(21,950,178
)
   
(6,987,646
)
                                 
Income tax expense
   
92,647
     
11,722
     
144,769
     
39,832
 
                                 
Net loss
 
$
(18,570,086
)
 
$
(1,090,077
)
 
$
(22,094,947
)
 
$
(7,027,478
)
                                 
Basic and diluted net loss per common share
 
$
(0.40
)
 
$
(0.04
)
 
$
(0.71
)
 
$
(0.28
)
                                 
Weighted average common shares outstanding:
                               
Basic and diluted
   
46,946,182
     
25,377,728
     
30,903,035
     
25,377,955
 
 

COGENTIX MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
   
December 31, 2016
   
December 31, 2015
 
Assets
           
Current assets:
           
Cash and cash equivalents
 
$
9,369,624
   
$
1,976,594
 
Short-term investments
   
13,573,057
     
-
 
Accounts receivable, net
   
6,770,838
     
8,191,391
 
Inventories
   
7,235,043
     
4,584,844
 
Other
   
571,527
     
834,076
 
Total current assets
   
37,520,089
     
15,586,905
 
                 
Property, plant, and equipment, net
   
2,115,316
     
2,554,822
 
Goodwill
   
18,749,888
     
18,749,888
 
Other intangible assets, net
   
9,482,578
     
11,846,009
 
Long-term investments
   
5,344,004
     
-
 
Deferred tax assets and other
   
163,427
     
269,121
 
Total assets
 
$
73,375,302
   
$
49,006,745
 
                 
Liabilities and Shareholders’ Equity
               
Current liabilities:
               
Accounts payable
 
$
2,689,035
   
$
2,209,473
 
Income tax payable
   
113,191
     
20,866
 
Accrued liabilities:
               
Compensation
   
4,670,640
     
3,281,809
 
Deferred revenue
   
597,524
     
307,936
 
Accrued legal fees
   
34,667
     
57,515
 
Accrued foreign and domestic sales tax/VAT
   
327,992
     
242,832
 
Accrued employee expenses
   
88,557
     
39,753
 
Other
   
387,056
     
301,461
 
                 
Total current liabilities
   
8,908,662
     
6,461,645
 
                 
Convertible debt – related party, net
   
-
     
23,336,854
 
Interest payable
   
-
     
757,615
 
Accrued pension liability
   
308,918
     
663,071
 
Deferred rent
   
639,019
     
671,088
 
Other
   
278,780
     
157,453
 
                 
Total liabilities
   
10,135,379
     
32,047,726
 
                 
Total shareholders’ equity
   
63,239,923
     
16,959,019
 
                 
Total liabilities and shareholders’ equity
 
$
73,375,302
   
$
49,006,745
 
 

COGENTIX MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

   
Twelve months
ending
December 31,
   
Nine months
ending
December 31,
 
    2016     2015  
Cash flows from operating activities:
           
Net loss
 
$
(22,094,947
)
 
$
(7,027,478
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
               
Depreciation and amortization
   
3,136,109
     
2,569,636
 
Debt conversion expense
   
18,841,407
     
-
 
Loss on disposal of equipment
   
5,640
     
4,859
 
Amortization of premium on available-for-sale securities
   
8,003
     
-
 
Share-based compensation expense
   
748,119
     
978,952
 
Amortization of discount on related party debt
   
940,923
     
807,356
 
Long term incentive plan
   
(74,404
)
   
(78,188
)
Tax benefit
   
57,536
     
65,799
 
Deferred rent
   
3,777
     
636,615
 
Proceeds from restricted stock exchanged for taxes
   
(57,343
)
   
(20,132
)
Changes in operating assets and liabilities:
               
Accounts receivable
   
1,359,056
     
(1,663,510
)
Inventories
   
(2,655,221
)
   
246,273
 
Other current assets
   
253,553
     
696,742
 
Accounts payable
   
484,237
     
(1,759,500
)
Interest payable
   
292,049
     
233,873
 
Accrued compensation
   
1,609,281
     
(4,579
)
Accrued liabilities, other
   
270,612
     
(1,666,431
)
Accrued pension liability
   
(116,395
)
   
(29,940
)
Deferred revenue
   
288,329
     
154,684
 
Net cash provided by (used in) operating activities
   
3,300,321
     
(5,854,969
)
                 
Cash flows from investing activities:
               
Purchases of available-for-sale securities
   
(18,945,717
)
   
-
 
Purchases of property, plant and equipment
   
(355,145
)
   
(1,411,042
)
Net cash used in investing activities
   
(19,300,862
)
   
(1,411,042
)
                 
Cash flows from financing activities:
               
Proceeds from financing, net
   
23,428,900
     
-
 
Net cash provided by financing activities
   
23,428,900
     
-
 
                 
Effect of exchange rates on cash and cash equivalents
   
(35,329
)
   
(19,298
)
                 
Net increase (decrease) in cash and cash equivalents
   
7,393,030
     
(7,285,309
)
                 
Cash and cash equivalents at beginning of period
   
1,976,594
     
9,261,903
 
                 
Cash and cash equivalents at end of period
 
$
9,369,624
   
$
1,976,594
 
                 
Supplemental disclosure of cash flow information:
               
Cash paid during the period for income tax
 
$
42,957
   
$
39,832
 
Cash paid during the period for interest
 
$
62,418
   
$
30,213
 
 

Non-GAAP Financial Measures:

The table set forth below entitled “Cash Operating Profit (Unaudited)” provides the non-GAAP cash operating profit for the Company for the three months ended December 31, 2016 and December 31, 2015.  This table reconciles the Company’s operating income / loss calculated in accordance with GAAP to the Company’s cash operating income, a non-GAAP financial measure that excludes non-cash charges for share-based compensation, depreciation and amortization as well as one-time costs.

The table set forth below entitled “Pro forma Combined Revenue (Unaudited)” provides the non-GAAP, pro forma combined revenue for the twelve months ended December 31, 2015 as if Vision-Sciences, Inc. and Uroplasty, Inc. had merged as of the earliest reported date and includes the sum of the historical results of each predecessor company prior to the March 31, 2015 merger date.  This non-GAAP, pro forma information does not take into account any purchase price adjustments.

The table set forth below entitled “Pro forma Cash Operating Profit (Unaudited)” for the twelve months ended December 31, 2016 and December 31, 2015 provides the non-GAAP, pro forma combined statement of operations of Vision-Sciences and Uroplasty as if they had merged as of the earliest reported date and is the sum of the historical results of each predecessor company.  This table reconciles the Company’s operating loss calculated in accordance with GAAP to the Company’s pro forma cash operating income / loss, a non-GAAP financial measure that excludes non-cash charges for share-based compensation, depreciation and amortization as well as one-time costs.

The non-GAAP and/or pro forma combined financial information used by management and disclosed by us is not a substitute for, nor superior to, financial information and consolidated financial results calculated in accordance with GAAP, and you should carefully evaluate our reconciliations to non-GAAP.  We may calculate our non-GAAP, pro forma combined financial information differently from similarly titled measures used by other companies.  Therefore, our non-GAAP, pro forma combined financial information may not be comparable to those used by other companies.  We have described the reconciliations of each of our non-GAAP, pro forma combined financial measures described above to the most directly comparable GAAP financial measures.

We use this non-GAAP financial information, and in particular non-GAAP cash operating income / loss, for internal managerial purposes because we believe such measures are important indicators of the strength and operating performance of our business.  Analysts and investors frequently ask us for this information.  We believe that they use this information to evaluate the overall operating performance of companies in our industry, including as a means of comparing period-to-period results and as a means of evaluating our results with those of other companies.
 

Q4 Additional Information

COGENTIX MEDICAL, INC. AND SUBSIDIARIES
REVENUE BY PRODUCT
QUARTER ENDED December 31,

(dollars in thousands)
                       
Market/Product
 
2016
   
2015
   
$ Change
   
% Change
 
PrimeSight
 
$
4,137
   
$
3,511
   
$
626
     
17.8
%
Urgent PC
   
5,517
     
5,628
     
(111
)
   
(2.0
%)
Macroplastique
   
1,877
     
1,749
     
128
     
7.3
%
Other
   
316
     
271
     
45
     
16.6
%
Total Urology
 
$
11,847
   
$
11,159
   
$
688
     
6.2
%
                                 
Airway Management
 
$
727
   
$
1,068
   
$
(341
)
   
(31.9
%)
Industrial
   
658
     
1,411
     
(753
)
   
(53.4
%)
Total Other
 
$
1,385
   
$
2,479
   
$
(1,094
)
   
(44.1
%)
                                 
Combined Revenue
 
$
13,232
   
$
13,638
   
$
(406
)
   
(3.0
%)

COGENTIX MEDICAL, INC. AND SUBSIDIARIES
CASH OPERATING PROFIT (UNAUDITED)
(NON-GAAP)
QUARTER ENDED December 31,

(dollars in thousands)
 
2016
   
2015
   
$ Change
   
% Change
 
Revenue
 
$
13,232
   
$
13,638
   
$
(406
)
   
(3.0
%)
Gross profit
   
9,242
     
8,725
     
517
     
5.9
%
     
69.8
%
   
64.0
%
               
                                 
Operating costs
   
8,176
     
8,760
     
(584
)
   
(6.7
%)
Amortization of intangibles
   
591
     
634
     
(43
)
   
(6.8
%)
One-time costs
   
-
     
45
     
(45
)
   
n/m
 
Operating  income (loss)
   
475
     
(714
)
   
1,189
     
n/m
 
                                 
Non cash operating costs
   
1,070
     
1,232
     
(162
)
   
(13.1
%)
One-time costs
   
-
     
45
     
(45
)
   
n/m
Cash operating profit, excluding one-time costs
 
$
1,545
   
$
563
   
$
982
     
174.4
%
 

YTD Additional Information

COGENTIX MEDICAL, INC. AND SUBSIDIARIES
PRO FORMA COMBINED REVENUE (UNAUDITED)
(NON-GAAP)
TWELVE MONTHS ENDED December 31,

(dollars in thousands)
                       
Market/Product
 
2016
   
2015
   
$ Change
   
% Change
 
PrimeSight
 
$
15,016
   
$
12,452
   
$
2,564
     
20.6
%
Urgent PC
   
21,237
     
20,169
     
1,068
     
5.3
%
Macroplastique
   
7,387
     
7,555
     
(168
)
   
(2.2
%)
Other
   
1,109
     
1,098
     
11
     
1.0
%
Total Urology
 
$
44,749
   
$
41,274
   
$
3,475
     
8.4
%
                                 
Airway Management
 
$
3,206
   
$
4,277
   
$
(1,071
)
   
(25.0
%)
Industrial
   
3,896
     
3,756
     
140
     
3.7
%
Total Other
 
$
7,102
   
$
8,033
   
$
(931
)
   
(11.6
)
                                 
Combined Revenue
 
$
51,851
   
$
49,307
   
$
2,544
     
5.2
%

COGENTIX MEDICAL, INC. AND SUBSIDIARIES
PRO FORMA CASH OPERATING PROFIT (UNAUDITED)
(NON-GAAP)
TWELVE MONTHS ENDED December 31,

(dollars in thousands)
 
2016
   
2015
   
$ Change
   
% Change
 
Revenue
 
$
51,851
   
$
49,307
   
$
2,544
     
5.2
%
Gross profit
   
35,603
     
32,502
     
3,101
     
9.5
%
     
68.7
%
   
65.9
%
               
                                 
Operating costs
   
32,793
     
38,343
     
(5,550
)
   
(14.5
%)
Amortization of intangibles
   
2,363
     
1,910
     
453
     
23.7
%
One-time costs
   
2,258
     
4,275
     
(2,017
)
   
(47.2
%)
Operating loss
   
(1,811
)
   
(12,026
)
   
10,216
     
(84.9
%)
                                 
Non cash operating costs
   
3,810
     
5,750
     
(1,940
)
   
(33.7
%)
One-time costs
   
2,258
     
4,275
     
(2,017
)
   
(47.2
%)
Cash operating profit, excluding one-time costs
 
$
4,257
   
$
(2,001
)
 
$
6,258
     
n/m