Delaware
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001-35312
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68-0533453
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02 |
Results of Operations and Financial Condition.
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Item 9.01 |
Financial Statements and Exhibits.
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(d) |
Exhibits
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Exhibit No.
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Description
|
|
Press Release, dated March 20, 2018, reporting the Company’s financial results for the quarter and year ended December 31, 2017
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Date: March 20, 2018
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CHF SOLUTIONS, INC.
|
||
By:
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/s/ Claudia Drayton
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||
Name:
|
Claudia Drayton
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||
Title:
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Chief Financial Officer
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•
|
Revenue for fourth quarter ended December 31, 2017 increased 11.4 percent compared to the same period in 2016. Revenue growth for the year 2017 was 12.4 percent compared to the prior year on a pro forma basis.
|
•
|
Continued onboarding of six experienced sales professionals hired in the prior quarter. Subsequent to quarter end, announced the addition of three new field clinical specialists for a total of five who will assist in training and supporting hospital accounts.
|
•
|
Continued international expansion by signing a distribution agreement with TransMedic Plc, a southeast Asia distributor.
|
•
|
Meta-analysis on role of ultrafiltration in reducing hospital readmissions published in the November 2017 issue of peer-reviewed publication Heart Failure Reviews.
|
•
|
Initiated manufacturing consoles and disposables following a successful transition from Baxter to in-house operations.
|
•
|
Completed an underwritten public offering for net proceeds of $16.2 million.
|
•
|
Completed annual impairment review of intangible assets and goodwill. Recorded a non-cash write off of $4.0 million to reflect the difference between fair market valuation of the Company’s net assets with its recorded book values.
|
•
|
Reduced operating cash utilization by 27 percent in 2017 compared to the same period in 2016.
|
Three months ended
December 31
|
Twelve months ended
December 31,
|
|||||||||||||||
2017
|
2016
|
2017
|
2016
|
|||||||||||||
Net sales
|
$
|
831
|
$
|
746
|
$
|
3,553
|
$
|
1,289
|
||||||||
Costs and Expenses:
|
||||||||||||||||
Cost of goods sold
|
851
|
526
|
2,763
|
713
|
||||||||||||
Selling, general and administrative
|
2,692
|
2,685
|
10,170
|
8,129
|
||||||||||||
Research and development
|
479
|
598
|
1,481
|
8,109
|
||||||||||||
Goodwill and intangibles impairment
|
3,951
|
—
|
3,951
|
—
|
||||||||||||
Total costs and expenses
|
7,973
|
3,809
|
18,365
|
16,951
|
||||||||||||
Loss from operations
|
(7,142
|
)
|
(3,063
|
)
|
(14,812
|
)
|
(15,662
|
)
|
||||||||
Other income (expense):
|
||||||||||||||||
Interest expense
|
—
|
—
|
—
|
(504
|
)
|
|||||||||||
Loss on early retirement of long-term debt
|
—
|
—
|
—
|
(500
|
)
|
|||||||||||
Other income (expense), net
|
—
|
—
|
28
|
2
|
||||||||||||
Warrant valuation expense
|
—
|
—
|
(67
|
)
|
—
|
|||||||||||
Change in fair value of warrant liability
|
5
|
172
|
1,475
|
818
|
||||||||||||
Total other income (expense)
|
5
|
172
|
1,436
|
(184
|
)
|
|||||||||||
Loss before income taxes
|
(7,137
|
)
|
(2,891
|
)
|
(13,376
|
)
|
(15,846
|
)
|
||||||||
Income tax (expense) benefit, net
|
—
|
(10
|
)
|
(6
|
)
|
54
|
||||||||||
Net loss
|
$
|
(7,137
|
)
|
$
|
(2,901
|
)
|
$
|
(13,382
|
)
|
$
|
(15,792
|
)
|
||||
Basic and diluted loss per share
|
$
|
(10.00
|
)
|
$
|
(133.36
|
)
|
$
|
(37.51
|
)
|
$
|
(536.12
|
)
|
||||
Weighted average shares outstanding – basic and diluted
|
1,587
|
36
|
665
|
33
|
||||||||||||
Other comprehensive income:
|
||||||||||||||||
Foreign currency translation adjustment
|
$
|
(1
|
)
|
$
|
1
|
$
|
(8
|
)
|
$
|
(11
|
)
|
|||||
Total comprehensive loss
|
$
|
(7,138
|
)
|
$
|
(2,900
|
)
|
$
|
(13,390
|
)
|
$
|
(15,803
|
)
|
December 31,
2017
|
December 31,
2016
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
15,595
|
$
|
1,323
|
||||
Accounts receivable
|
545
|
282
|
||||||
Inventories
|
1,588
|
677
|
||||||
Other current assets
|
136
|
137
|
||||||
Total current assets
|
17,864
|
2,419
|
||||||
Property, plant and equipment, net
|
570
|
540
|
||||||
Intangible assets, net
|
-
|
4,302
|
||||||
Goodwill
|
-
|
189
|
||||||
Other assets
|
21
|
21
|
||||||
TOTAL ASSETS
|
$
|
18,455
|
$
|
7,471
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$
|
862
|
$
|
1,987
|
||||
Accrued compensation
|
1,021
|
909
|
||||||
Other current liabilities
|
208
|
364
|
||||||
Total current liabilities
|
2,091
|
3,260
|
||||||
Common stock warrant liability
|
—
|
1,843
|
||||||
Other liabilities
|
126
|
126
|
||||||
Total liabilities
|
2,217
|
5,229
|
||||||
Commitments and contingencies
|
—
|
—
|
||||||
Temporary Stockholders’ Equity
|
||||||||
Series D convertible preferred stock as of December 31, 2017 and December 31, 2016, par value $0.0001 per share; authorized 0 and 900 shares, respectively, issued and outstanding 0 and 700, respectively
|
—
|
485
|
||||||
Stockholders’ equity
|
||||||||
Series A junior participating preferred stock as of December 31, 2017 and December 31, 2016, par value $0.0001 per share; authorized 30,000 shares, none outstanding
|
—
|
—
|
||||||
Series B-1 convertible preferred stock as of December 31, 2017 and December 31, 2016, par value $0.0001 per share; authorized 0 and 1,824.4 shares, respectively, issued and outstanding 0 and 1,824.4, respectively
|
—
|
—
|
||||||
Series C convertible preferred stock as of December 31, 2017 and December 31, 2016, par value $0.0001 per share; authorized 0 and 2,900 shares, respectively, issued and outstanding 0 and 2,900, respectively
|
—
|
—
|
||||||
Series F convertible preferred stock as of December 31, 2017 and December 31, 2016, par value $0.0001 per share; authorized 3,780 and 0 shares, respectively, issued and outstanding 3,780 and 0, respectively
|
||||||||
Preferred stock as of December 31, 2017 and December 31, 2016, par value
$0.0001 per share; authorized 39,966,220 and 39,964,375.6 shares, respectively, none outstanding
|
—
|
—
|
||||||
Common stock as of December 31, 2017 and December 31, 2016, par value $0.0001 per share; authorized 100,000,000 shares, issued and outstanding 3,798,929 and 38,862, respectively
|
—
|
—
|
||||||
Additional paid‑in capital
|
197,367
|
169,496
|
||||||
Accumulated other comprehensive income:
|
||||||||
Foreign currency translation adjustment
|
1,227
|
1,235
|
||||||
Accumulated deficit
|
(182,356
|
)
|
(168,974
|
)
|
||||
Total stockholders’ equity
|
16,238
|
1,757
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
18,455
|
$
|
7,471
|
For the years ended December 31,
|
||||||||
In thousands
|
2017
|
2016
|
||||||
Operating Activities
|
||||||||
Net loss
|
$
|
(13,382
|
)
|
$
|
(15,792
|
)
|
||
Adjustments to reconcile net loss to cash flows from operating activities:
|
||||||||
Depreciation and amortization
|
769
|
697
|
||||||
Stock based compensation expense, net
|
499
|
949
|
||||||
Amortization of debt discount and financing fees
|
—
|
187
|
||||||
Goodwill and intangibles impairment
|
3,951
|
—
|
||||||
Loss on retirement of long-term debt
|
—
|
500
|
||||||
Change in fair value of warrant liability
|
(1,475
|
)
|
(818
|
)
|
||||
Warrant valuation expense
|
67
|
—
|
||||||
Changes in assets and liabilities:
|
||||||||
Accounts receivable
|
(263
|
)
|
(282
|
)
|
||||
Inventory
|
(911
|
)
|
(677
|
)
|
||||
Other current assets
|
1
|
342
|
||||||
Other assets and liabilities
|
—
|
(464
|
)
|
|||||
Accounts payable and accrued expenses
|
(1,176
|
)
|
(934
|
)
|
||||
Net cash used in operations
|
(11,920
|
)
|
(16,292
|
)
|
||||
Investing activities:
|
||||||||
Purchase of property and equipment
|
(259
|
)
|
(117
|
)
|
||||
Purchase of Aquadex product line
|
—
|
(4,000
|
)
|
|||||
Net cash used in investing activities
|
(259
|
)
|
(4,117
|
)
|
||||
Financing activities:
|
||||||||
Net proceeds from public stock offering
|
24,281
|
—
|
||||||
Net proceeds from exercise of warrants
|
1,989
|
—
|
||||||
Net proceeds from the sale of preferred stock, common stock and warrants
|
184
|
6,636
|
||||||
Repayments of long-term debt
|
—
|
(8,000
|
)
|
|||||
Net cash provided by (used in) financing activities
|
26,454
|
(1,364
|
)
|
|||||
Effect of exchange rate changes on cash
|
(3
|
)
|
(17
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
14,272
|
(21,790
|
)
|
|||||
Cash and cash equivalents—beginning of period
|
1,323
|
23,113
|
||||||
Cash and cash equivalents—end of period
|
$
|
15,595
|
$
|
1,323
|
||||
Supplemental schedule of non-cash activities
|
||||||||
Warrants issued as inducement to warrant exercise
|
$
|
509
|
$ |
—
|
||||
Conversion of temporary equity to permanent equity
|
$
|
485
|
$ |
—
|
||||
Common stock issued for business acquisition
|
$
|
—
|
$
|
950
|
||||
Supplemental cash flow information
|
||||||||
Interest paid on debt borrowings
|
$
|
—
|
$
|
840
|
||||
Cash paid for income taxes
|
$
|
6
|
$
|
47
|