Please wait

NxStage Reports Second Quarter Financial Results

 

  Company and Fresenius Medical Care Announce Definitive Agreement under which Fresenius Medical Care Will Acquire NxStage for $30.00 Per Share

 

  Revenue Increases to $96.2 million, up 4% from Q2’FY16

 

  Company Advances Pipeline with Launch of NxGen Hemodialysis System in NxStage Kidney Care

LAWRENCE, Mass., Aug. 7, 2017 /PRNewswire/ — NxStage Medical, Inc. (Nasdaq: NXTM), a leading medical technology company focused on advancing renal care, today announced that its Board of Directors has unanimously approved a definitive agreement under which Fresenius Medical Care will acquire all of the outstanding shares of NxStage for $30.00 per share in a cash transaction valued at approximately $2 billion.

 

LOGO

“I am very proud of the impact NxStage continues to have on advancing the standard of renal care for patients around the world,” stated Jeffrey H. Burbank, Founder and CEO of NxStage. “We believe that the announced transaction with Fresenius Medical Care creates significant value for our shareholders and significant opportunities for our patients, customers, partners and employees. I’m excited about what this means for the future of our products and therapy, and for the patients who will receive greater access to them.”

(Please refer to the Company’s press release with Fresenius Medical Care issued earlier this morning.)


Financial Results for the Second Quarter of 2017

Total revenue for the second quarter of 2017 increased 4 percent to $96.2 million, within its guidance range of $95 to $97 million, compared with revenue of $92.2 million for the second quarter of 2016.

The Company’s revenue performance was driven by the Products Business, and more specifically, the System One segment, which consists of the Home and Critical Care markets. Home revenue increased 9 percent to $55.5 million for the second quarter of 2017 compared with revenue of $51.1 million for the second quarter of 2016. Critical Care revenue increased 6 percent to $19.9 million for the second quarter of 2017 compared with revenue of $18.7 million for the second quarter of 2016.

The Products Business generated $4.5 million of income from operations for the second quarter of 2017. Net loss attributable to NxStage Medical, Inc.’s stockholders was $2.1 million for the second quarter of 2017 compared with a net loss of $1.7 million for the second quarter of 2016.

The Company announced that early customer and patient feedback in the US at its NxStage Kidney Care centers on its next generation hemodialysis system has been very positive, consistent with use in the UK. This innovative system consists of new features and capabilities, including a new touchscreen user interface and integrated blood pressure monitor designed to enhance ease of use for patients performing home hemodialysis.

Burbank continued, “We continue to execute on key initiatives and advance our innovative pipeline.”

Cancellation of Scheduled Conference Call

In light of the acquisition agreement between Fresenius Medical Care and NxStage, NxStage is no longer providing financial guidance and has canceled its previously announced conference call to discuss its financial results for the second quarter of 2017, which was scheduled for 9:00 a.m. Eastern Time on Wednesday, August 9, 2017.

About NxStage

NxStage Medical, Inc. (Nasdaq: NXTM) is a leading medical technology company, headquartered in Lawrence, Massachusetts, USA, that develops, manufactures and markets innovative products for the treatment of end-stage renal disease (ESRD) and acute kidney failure. NxStage has also established a small number of dialysis clinics committed to the development of innovative care delivery models for patients with ESRD. For more information on NxStage and its products and services, please visit the Company’s website at www.nxstage.com and www.nxstagekidneycare.com.


About the NxStage System One

The NxStage System One is the first and only truly portable hemodialysis system cleared specifically by the FDA for home hemodialysis and home nocturnal hemodialysis. Its simplicity and revolutionary size (just over a foot tall) are intended to allow convenient use in patients’ homes and give patients the freedom to travel with their therapy. When combined with the NxStage PureFlow™ SL Dialysis Preparation System, patients are able to further simplify, using ordinary tap water to create dialysis fluid on-site on-demand. Unlike conventional hemodialysis systems, the System One requires no special infrastructure to operate. Under the guidance of their physician, patients can use the NxStage System One, with their trained partners, where, how and when it best meets their needs, including while they are sleeping - at home or on vacation and at a medically appropriate treatment frequency. In addition, NxStage’s Nx2me Connected Health® platform collects important NxStage System One and patient information for flexible viewing, monitoring and reporting that may improve patient management and patient retention, as well as simplify alternative site care. The System One is also used to provide a range of flexible therapy options in more traditional care settings such as hospitals and dialysis centers. Its safety and performance have been demonstrated by experience with more than 14 million treatments with over 30 thousand patients around the world. www.nxstage.com.

Important Information for Investors and Security Holders

This communication may be deemed to be solicitation material in respect of the proposed merger of NxStage with Broadway Renal Services, Inc., a wholly-owned subsidiary of Fresenius Medical Care Holdings, Inc. In connection with the proposed merger, NxStage intends to file relevant materials with the U.S. Securities and Exchange Commission (SEC), including a preliminary proxy statement on Schedule 14A. Following the filing of a definitive proxy statement, NxStage will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed merger. INVESTORS AND SECURITY HOLDERS OF NXSTAGE ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED MERGER THAT NXSTAGE WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NXSTAGE AND THE PROPOSED MERGER. The preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the proposed merger (when they become available), and any other documents filed by NxStage with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC or by sending a request to NxStage’s Investor Relations Department at NxStage Medical, Inc., 350 Merrimack St., Lawrence, MA 01843.


NxStage and its directors and executive officers may be deemed to be participants in the solicitation of proxies from NxStage’s stockholders with respect to the proposed merger. Information about NxStage’s directors and executive officers and their ownership of NxStage’s common stock is set forth in NxStage’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with the SEC on February 28, 2017, and NxStage’s proxy statement for its 2017 Annual Meeting of Stockholders, which was filed with the SEC on April 27, 2017. Information regarding the identity of the potential participants, and their direct or indirect interests in the merger, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed merger.

Forward-Looking Statements

This release contains forward-looking statements concerning our business, operations and financial condition. All statements contained in this release that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. Examples of these forward-looking statements include statements as to the anticipated demand for NxStage’s products, market opportunities, the timing of the proposed merger, the ability of NxStage to complete the proposed merger, the operations of NxStage’s business during the pendency of the proposed merger and the expectations for the business in the event the proposed merger is completed. All forward-looking statements involve risks, uncertainties and contingencies, many of which are beyond NxStage’s control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance or achievements. Such risks, uncertainties and contingencies include market acceptance and demand for NxStage’s products domestically and internationally, growth in home and/or more frequent hemodialysis, regulatory approvals, competition, unanticipated difficulties in achieving development timelines, operational efficiencies or cost reductions, changes in reimbursement for home and more frequent hemodialysis, changes in the regulatory environment, changes in the historical purchasing patterns and preferences of our customers, including DaVita Healthcare Partners Inc. and Fresenius Medical Care, the anticipated timing and likelihood of completion of the pending merger, the possibility that the NxStage stockholders will not adopt the merger agreement with respect to the proposed merger, the possibility that competing offers may be made; the possibility that various closing conditions to the proposed merger may not be satisfied or waived in a timely manner or at all; that a material adverse effect occurs with respect to NxStage; risks related to disruption of management time from ongoing business operations due to the proposed merger, limitations placed on NxStage’s ability to operate the business by the merger agreement, the risk that the proposed merger and announcement could have an adverse effect on NxStage’s ability to retain and hire key employees and maintain relationships with its suppliers, distributors and customers, and certain other factors that may affect future operating results and which are detailed in NxStage’s filings with the Securities and Exchange Commission, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.


In addition, the statements in this press release represent NxStage’s expectations and beliefs as of the date of this press release. NxStage anticipates that subsequent events and developments may cause these expectations and beliefs to change. However, while NxStage may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so, whether as a result of new information, future events, or otherwise. These forward-looking statements should not be relied upon as representing NxStage’s expectations or beliefs as of any date subsequent to the date of this press release.

Contact:

Kristen K. Sheppard, Esq.

VP, Investor Relations

ksheppard@nxstage.com

NxStage Medical, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands, except per share data)

(unaudited)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2017     2016     2017     2016  

Revenues

   $ 96,216     $ 92,207     $ 193,045     $ 181,414  

Cost of revenues

     55,050       53,784       110,689       106,474  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     41,166       38,423       82,356       74,940  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

        

Selling and marketing

     16,841       16,116       33,611       31,370  

Research and development

     9,027       7,961       18,535       15,115  

Distribution

     7,686       7,015       15,329       14,068  

General and administrative

     9,668       8,511       18,618       16,542  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     43,222       39,603       86,093       77,095  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (2,056     (1,180     (3,737     (2,155
  

 

 

   

 

 

   

 

 

   

 

 

 

Other expense:

        

Interest expense, net

     (224     (288     (427     (529

Other expense, net

     (321     (409     (591     (641
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other expense

     (545     (697     (1,018     (1,170
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss before income taxes

     (2,601     (1,877     (4,755     (3,325

(Benefit from) provision for income taxes

     (22     348       (635     683  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (2,579     (2,225     (4,120     (4,008
  

 

 

   

 

 

   

 

 

   

 

 

 

Less: Net loss attributable to noncontrolling interests

     (490     (493     (842     (1,000
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to stockholders of NxStage Medical, Inc.

   $ (2,089   $ (1,732   $ (3,278   $ (3,008
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share, basic and diluted

   $ (0.03   $ (0.03   $ (0.05   $ (0.05
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares outstanding, basic and diluted

     65,821       64,428       65,544       64,302  

Other comprehensive income (loss):

        

Unrealized income (loss) on derivative instruments, net of income taxes

     853       (774     3,037       97  

Other income (loss)

     841       (506     1,562       (316
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss)

     1,694       (1,280     4,599       (219
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive (loss) income

     (885     (3,505     479       (4,227
  

 

 

   

 

 

   

 

 

   

 

 

 

Less: Comprehensive loss attributable to noncontrolling interests

     (490     (493     (842     (1,000
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive (loss) income attributable to stockholders of NxStage Medical, Inc.

   $ (395   $ (3,012   $ 1,321     $ (3,227
  

 

 

   

 

 

   

 

 

   

 

 

 


NxStage Medical, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share data)

(unaudited)

 

     June 30,
2017
    December 31,
2016
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 62,839     $ 59,632  

Accounts receivable, net

     31,900       32,286  

Inventory

     51,230       46,845  

Prepaid expenses and other current assets

     9,497       6,136  
  

 

 

   

 

 

 

Total current assets

     155,466       144,899  

Property and equipment, net

     62,684       61,561  

Field equipment, net

     24,512       22,309  

Deferred cost of revenues

     31,610       33,165  

Intangible assets, net

     8,675       9,688  

Goodwill

     42,648       42,648  

Other assets

     2,973       2,937  
  

 

 

   

 

 

 

Total assets

   $ 328,568     $ 317,207  
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable

   $ 14,996     $ 14,177  

Accrued expenses

     26,933       30,985  

Current portion of long-term debt

     95       328  

Other current liabilities

     4,481       3,770  
  

 

 

   

 

 

 

Total current liabilities

     46,505       49,260  

Deferred revenues

     47,658       49,001  

Long-term debt

     553       1,305  

Other long-term liabilities

     17,698       15,568  
  

 

 

   

 

 

 

Total liabilities

     112,414       115,134  

Commitments and contingencies

    

Noncontrolling interests subject to put provisions

     (22     50  

Stockholders’ equity:

    

Undesignated preferred stock: par value $0.001, 5,000,000 shares authorized; no shares issued and outstanding as of June 30, 2017 and December 31, 2016

     —         —    

Common stock: par value $0.001, 100,000,000 shares authorized; 66,985,587 and 65,883,026 shares issued as of June 30, 2017 and December 31, 2016, respectively

     67       65  

Additional paid-in capital

     647,343       631,219  

Accumulated deficit

     (410,879     (407,601

Accumulated other comprehensive loss

     (1,502     (6,101

Treasury stock, at cost: 1,025,299 and 936,360 shares as of June 30, 2017 and December 31, 2016, respectively

     (18,708     (16,184
  

 

 

   

 

 

 

Total NxStage Medical, Inc. stockholders’ equity

     216,321       201,398  

Noncontrolling interests not subject to put provisions

     (145     625  
  

 

 

   

 

 

 

Total stockholders’ equity

     216,176       202,023  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 328,568     $ 317,207  
  

 

 

   

 

 

 


NxStage Medical, Inc.

Cash Flows from Operating Activities

(in thousands)

(unaudited)

 

     Six Months Ended June 30,  
     2017     2016  

Cash flows from operating activities:

    

Net loss

   $ (4,120   $ (4,008

Adjustments to reconcile net loss to net cash flow from operating activities:

    

Depreciation and amortization

     16,838       15,649  

Stock-based compensation

     5,324       5,394  

Other

     (211     (561

Changes in operating assets and liabilities:

    

Accounts receivable

     607       (4,980

Inventory

     (15,160     (12,533

Prepaid expenses and other assets

     (272     150  

Accounts payable

     401       2,785  

Accrued expenses and other liabilities

     (2,159     276  

Deferred revenues

     (1,446     991  
  

 

 

   

 

 

 

Net cash (used in) provided by operating activities

   $ (198   $ 3,163  
  

 

 

   

 

 

 

NxStage Medical, Inc.

Revenues by Segment

(in thousands)

(unaudited)

 

     Three Months Ended 
June 30,
    Six Months Ended 
June 30,
 
     2017     2016     2017     2016  

System One segment

        

Home

   $ 55,536     $ 51,102     $ 110,097     $ 100,638  

Critical Care

     19,922       18,745       40,022       38,512  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total System One segment

     75,458       69,847       150,119       139,150  

In-Center segment

     14,326       16,731       29,932       33,497  

Other

     2,836       3,408       5,735       5,589  
  

 

 

   

 

 

   

 

 

   

 

 

 

Products subtotal

     92,620       89,986       185,786       178,236  

Services segment

     4,857       4,114       9,907       6,801  

Elimination of intersegment revenues

     (1,261     (1,893     (2,648     (3,623
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 96,216     $ 92,207     $ 193,045     $ 181,414  
  

 

 

   

 

 

   

 

 

   

 

 

 


NxStage Medical, Inc.

Segment Financial Performance

(in thousands)

(unaudited)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2017     2016     2017     2016  

Products Business (System One Segment, In-Center Segment & Other)

        

Revenues

   $ 92,620     $ 89,986     $ 185,786     $ 178,236  

Gross profit

   $ 45,005     $ 42,097     $ 89,655     $ 83,433  

Gross margin percentage

     49     47     48     47

Income from operations

   $ 4,454     $ 4,989     $ 8,400     $ 11,205  

Services Segment

      

Revenues

   $ 4,857     $ 4,114     $ 9,907     $ 6,801  

Gross profit

   $ (3,822   $ (3,454   $ (7,260   $ (8,103

Gross margin percentage

     n/a       n/a       n/a       n/a  

Loss from operations

   $ (6,493   $ (5,949   $ (12,098   $ (12,970

Eliminations

      

Elimination of intersegment revenues

   $ (1,261   $ (1,893   $ (2,648   $ (3,623

Elimination of intersegment gross profit

   $ (17   $ (220   $ (39   $ (390

Total Company

      

Revenues

   $ 96,216     $ 92,207     $ 193,045     $ 181,414  

Gross profit

   $ 41,166     $ 38,423     $ 82,356     $ 74,940  

Gross margin percentage

     43     42     43     41

Loss from operations

   $ (2,056   $ (1,180   $ (3,737   $ (2,155