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LivaNova(LIVN) - 2020 Q1 - Quarterly Report
2020-04-30 20:15
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number: 001-37599 LivaNova PLC (Exact name of registrant as specified in its cha ...
LivaNova(LIVN) - 2019 Q4 - Annual Report
2020-03-02 19:03
PART I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) LivaNova is a global medical device company operating through Cardiovascular and Neuromodulation business franchises - LivaNova operates through two principal business franchises, which are also its reportable segments: **Cardiovascular** and **Neuromodulation**[18](index=18&type=chunk) - The Cardiovascular business develops, produces, and sells cardiopulmonary products, heart valves, and advanced circulatory support systems[20](index=20&type=chunk)[21](index=21&type=chunk)[23](index=23&type=chunk) - The Neuromodulation business markets devices for treating epilepsy, depression, and obstructive sleep apnea, with its core product being the **VNS Therapy System**[24](index=24&type=chunk)[25](index=25&type=chunk) - The company protects its intellectual property with over **1,000 issued patents** worldwide as of December 31, 2019[45](index=45&type=chunk) - In November 2019, the company announced the **termination of its Caisson transcatheter mitral valve replacement (TMVR) program**[41](index=41&type=chunk) - The company's business is subject to extensive government regulation by agencies like the **FDA** and is preparing for compliance with the new **EU Medical Device Regulation (Reg MDR)**[55](index=55&type=chunk)[60](index=60&type=chunk) [Item 1A. Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from competition, supply chain issues, regulations, and product liability claims - The company operates in **highly competitive markets** and faces pricing pressure from managed care and provider consolidation[93](index=93&type=chunk)[94](index=94&type=chunk) - Extensive government regulations (FDA, EU's Reg MDR) present **significant compliance costs** and risks of product approval delays[97](index=97&type=chunk)[104](index=104&type=chunk) - The company is exposed to significant product liability risks, particularly from its 3T Heater-Cooler litigation, with provisions of **$294.1 million in 2018** and **$33.2 million in 2019**[108](index=108&type=chunk)[111](index=111&type=chunk) - **Cybersecurity threats** pose a risk to IT systems and products, with potential for data breaches and regulatory fines[119](index=119&type=chunk)[121](index=121&type=chunk) - International operations are subject to risks including foreign currency fluctuations, political instability, health epidemics, and **uncertainties related to Brexit**[131](index=131&type=chunk)[134](index=134&type=chunk)[151](index=151&type=chunk) - The company recorded significant impairment charges in 2019 related to the **ImThera IPR&D asset ($50.3 million)** and the discontinuation of the **Caisson business (goodwill of $42.4 million and IPR&D of $89.0 million)**[141](index=141&type=chunk) [Item 2. Properties](index=25&type=section&id=Item%202.%20Properties) The company operates 11 global facilities totaling 1.3 million square feet, with 66% of this space being owned - The company's principal executive office is leased and located in the UK[156](index=156&type=chunk) - Manufacturing and research facilities are located globally, totaling approximately **1.3 million square feet**[156](index=156&type=chunk) - Approximately **66% of the manufacturing and research facility space is owned** by the company[156](index=156&type=chunk) [Item 3. Legal Proceedings](index=25&type=section&id=Item%203.%20Legal%20Proceedings) Material legal proceedings are incorporated by reference from Note 14 of the consolidated financial statements - Details on material legal proceedings are provided in **Note 14** of the consolidated financial statements[158](index=158&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=26&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's shares trade on NASDAQ under "LIVN" with no current dividend plans or active share repurchase programs - The company's ordinary shares are traded on the NASDAQ Global Market under the symbol **"LIVN"**[162](index=162&type=chunk) - LivaNova has **no current intention to declare and pay dividends**[165](index=165&type=chunk) - A share repurchase program authorizing up to **$150.0 million** in buybacks expired on December 31, 2018[166](index=166&type=chunk) [Item 6. Selected Financial Data](index=28&type=section&id=Item%206.%20Selected%20Financial%20Data) The company reported net sales of $1.084 billion and a net loss of $155.2 million for fiscal year 2019 Selected Financial Data | Metric (In thousands, except per share data) | Year Ended Dec 31, 2019 | Year Ended Dec 31, 2018 | Year Ended Dec 31, 2017 | | :--- | :--- | :--- | :--- | | **Net sales** | $1,084,170 | $1,106,961 | $1,012,277 | | **Operating (loss) income from continuing operations** | $(168,870) | $(248,072) | $96,487 | | **Net (loss) income from continuing operations** | $(155,541) | $(178,462) | $54,465 | | **Net (loss) income** | $(155,176) | $(189,399) | $(25,089) | | **Diluted (loss) per share** | $(3.21) | $(3.91) | $(0.52) | | **Total assets** | $2,411,797 | $2,549,701 | $2,503,891 | | **Stockholders' equity** | $1,383,717 | $1,503,738 | $1,815,314 | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Net sales decreased 2.1% in 2019, resulting in an operating loss impacted by asset impairments and negative cash flow [Results of Operations](index=35&type=section&id=Results%20of%20Operations) Net sales fell 2.1% in 2019, with a net loss of $155.5 million driven by asset impairments of $181.7 million Net Sales by Segment (in thousands) | Net Sales by Segment (in thousands) | 2019 | 2018 | % Change | | :--- | :--- | :--- | :--- | | Cardiovascular | $656,646 | $681,825 | (3.7)% | | Neuromodulation | $424,547 | $422,990 | 0.4% | | **Total Net Sales** | **$1,084,170** | **$1,106,961** | **(2.1)%** | - Cardiovascular sales declined **5.9% in Cardiopulmonary products**, partly due to exiting a Canadian distribution agreement, and **4.7% in Heart Valves**[222](index=222&type=chunk) - Neuromodulation sales growth was driven by Europe and Rest of World, offset by a **decline in U.S. sales** due to competitive dynamics[226](index=226&type=chunk) - In 2019, the company recorded impairments of **goodwill ($42.4M)** and **intangible assets ($139.3M)** related to the Caisson and ImThera programs[248](index=248&type=chunk)[249](index=249&type=chunk) - The 2018 results included a **$294.1 million litigation provision** for the 3T device, while 2019 saw an additional **$33.2 million provision** offset by an insurance recovery[253](index=253&type=chunk) [Liquidity and Capital Resources](index=46&type=section&id=Liquidity%20and%20Capital%20Resources) Operating cash flow turned negative to ($91.1 million) due to $156.9 million in litigation payments, increasing total debt Cash Flow Summary (in thousands) | Cash Flow Summary (in thousands) | 2019 | 2018 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(91,142) | $120,489 | | Net cash used in investing activities | $(41,290) | $(120,556) | | Net cash provided by (used in) financing activities | $146,581 | $(42,348) | - The negative shift in operating cash flow was primarily due to **$156.9 million in 3T litigation settlement payments** made during 2019[300](index=300&type=chunk) - **Total debt increased to $337.7 million** as of Dec 31, 2019, compared to $168.3 million as of Dec 31, 2018[305](index=305&type=chunk) - As of December 31, 2019, the company had significant contractual obligations totaling **$678.3 million**, including **$90.0 million for 3T litigation settlements** due in less than one year[309](index=309&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=49&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to foreign currency, interest rate, and credit risks, which it manages using derivatives - The company is exposed to market risks from **foreign currency exchange rates, interest rates, and credit concentration**[313](index=313&type=chunk) - A **foreign currency exchange rate risk management strategy** utilizing derivatives is in place to reduce exposure[314](index=314&type=chunk) - **Interest rate risk** on debt is managed in part through interest rate swap contracts[316](index=316&type=chunk) [Item 9A. Controls and Procedures](index=49&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective following the remediation of prior material weaknesses - Management concluded that **disclosure controls and procedures were effective** as of December 31, 2019[322](index=322&type=chunk) - Management's assessment concluded that **internal control over financial reporting was effective** as of December 31, 2019[324](index=324&type=chunk) - The company **remediated previously disclosed material weaknesses** concerning IT access controls and billing processes[327](index=327&type=chunk)[328](index=328&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=51&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Required information on directors, officers, and governance is incorporated by reference from the 2020 Definitive Proxy Statement - Information is incorporated by reference from the **2020 Definitive Proxy Statement**[331](index=331&type=chunk) [Item 11. Executive Compensation](index=51&type=section&id=Item%2011.%20Executive%20Compensation) Required information regarding executive compensation is incorporated by reference from the 2020 Definitive Proxy Statement - Information is incorporated by reference from the **2020 Definitive Proxy Statement**[333](index=333&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=51&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Required information concerning security ownership is incorporated by reference from the 2020 Definitive Proxy Statement - Information is incorporated by reference from the **2020 Definitive Proxy Statement**[334](index=334&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=51&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Required information on related party transactions is incorporated by reference from the 2020 Definitive Proxy Statement - Information is incorporated by reference from the **2020 Definitive Proxy Statement**[335](index=335&type=chunk) [Item 14. Principal Accounting Fees and Services](index=51&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Required information on accounting fees is incorporated by reference from the 2020 Definitive Proxy Statement - Information is incorporated by reference from the **2020 Definitive Proxy Statement**[336](index=336&type=chunk) PART IV [Item 15. Exhibits, Financial Statement Schedules](index=52&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements, schedules, and exhibits filed as part of the annual report - This item contains the **Consolidated Financial Statements** and the Report of Independent Registered Public Accounting Firms[339](index=339&type=chunk) - An **index to all exhibits** filed with the Form 10-K is provided[341](index=341&type=chunk)
LivaNova(LIVN) - 2019 Q3 - Quarterly Report
2019-10-30 19:56
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number: 001-37599 LivaNova PLC (Exact name of registrant as specified in its ...
LivaNova(LIVN) - 2019 Q2 - Quarterly Report
2019-07-31 19:55
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number: 001-37599 LivaNova PLC (Exact name of registrant as specified in its char ...
LivaNova(LIVN) - 2019 Q1 - Quarterly Report
2019-05-01 20:07
_________________________ Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number: 001-37599 LivaNova PLC (Exact name of registrant as specified in its charter ...
LivaNova(LIVN) - 2018 Q4 - Annual Report
2019-03-18 13:28
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-37599 LivaNova PLC (Exact name of registrant as specified in its charter) England and Wales 98-1268150 (State or other jurisdiction of incorporation or ...