tcmd_Current_Folio_8k

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): September 7, 2016

 


 

TACTILE SYSTEMS TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-37799

 

41-1801204

(State or other jurisdiction of

 

(Commission

 

(I.R.S. Employer

incorporation or organization)

 

File Number)

 

Identification No.)

 

1331 Tyler Street NE, Suite 200, Minneapolis, MN 55413

(Address of principal executive offices) (Zip Code)

 

(612) 355-5100

(Registrant’s telephone number, include area code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 


 

Item 2.02.  Results of Operations and Financial Condition.

 

On September 7, 2016 we issued a press release disclosing our results of operations and financial condition for our most recently completed fiscal quarter.  In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

 

 

 

Exhibit
No.

 

Description

 

 

 

99

 

Press Release dated September 7, 2016

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

TACTILE SYSTEMS TECHNOLOGY, INC.

 

 

 

 

 

 

Date: September 7, 2016

 

By:

/s/ Lynn L. Blake

 

 

 

Lynn L. Blake

 

 

 

Chief Financial Officer

 


 

EXHIBIT INDEX

 

Exhibit
No.

 

Description

 

Method of Filing

 

 

 

 

 

99

 

Press Release dated September 7, 2016

 

Filed electronically

 


Ex99_1

Exhibit 99.1

TACTILE SYSTEMS TECHNOLOGY, INC. REPORTS SECOND QUARTER 2016 FINANCIAL RESULTS AND INTRODUCES FISCAL YEAR 2016 OUTLOOK

Q2 Revenue Increased 34% Year-over-Year

MINNEAPOLIS, MN, September 7, 2016 – Tactile Systems Technology, Inc. (“Tactile Medical”) (Nasdaq: TCMD), a medical technology company that develops and provides innovative medical devices for the treatment of chronic diseases at home, today reported financial results for the second quarter ended June 30, 2016.  

Second Quarter 2016 Highlights:

·

Total revenue of $19.7 million, up 34% year-over-year, compared to revenue of $14.8 million in the second quarter of 2015.

·

Flexitouch® revenue increased 34% year-over-year to $16.9 million, from $12.6 million.

·

Revenue for other products, consisting of revenue from sales of the Company’s ACTitouch® and Entré™ Systems, increased 31% year-over-year, to $2.8 million, from $2.2 million.

·

Operating income of $1.8 million, or 9.1% of total revenue, compared to $0.2 million, or 1.5% of total revenue, in the second quarter of 2015.

·

Net income of $1.0 million, compared to net income of $0.1 million in the prior year quarter.

 

Highlights Subsequent to Quarter-End:

·

On August 2, 2016, the Company closed an initial public offering (IPO) of its common stock that resulted in the sale of 4,120,000 shares at a price of $10.00 per share. The Company received net proceeds from the IPO of approximately $35.8 million, after deducting underwriting discounts and offering expenses.

“We are pleased with our performance in the second quarter,” said Gerald R. Mattys, Chief Executive Officer. “Our operating and financial results over the first half of 2016 reflect a combination of increasing market penetration and the growing awareness of Tactile Medical’s innovative solutions for the treatment of vascular disease among patients, providers and payers. Importantly, we are still in the early stages of executing our growth strategy and look forward to pursuing future opportunities as we leverage the investments in our distribution and reimbursement infrastructure.”

“We are delighted to have completed our IPO in July and are excited about the many opportunities ahead of us,” said Lynn Blake, Chief Financial Officer. “The IPO enabled us to strengthen Tactile Medical’s balance sheet while providing substantial capacity to further grow the business.”


 

Second Quarter 2016 Financial Results:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Increase / Decrease

 

(In thousands)

    

2016

    

2015

    

$ Change

    

% Change

 

Flexitouch System

 

$

16,892

 

$

12,604

 

$

4,288

 

34.0

%

ACTitouch & Entré Systems

 

 

2,837

 

 

2,167

 

 

670

 

30.9

%

Total Revenue:

 

$

19,729

 

$

14,771

 

$

4,958

 

33.6

%

Total revenue increased $4.9 million, or 34% year-over-year, to $19.7 million, compared to $14.8 million last year. The increase in revenue was driven by an increase of approximately $4.3 million, or 34% year-over-year, in sales of the Flexitouch System and an increase of approximately $0.7 million, or 31% year-over-year, in sales of the ACTitouch and Entré Systems.

Gross profit increased $4.0 million, or 39% year-over-year, to $14.4 million, compared to $10.4 million last year. Gross margin increased to 73% of sales in the second quarter of 2016, compared to 70% of sales last year, driven primarily by increased sales of the Flexitouch System.

Operating expenses increased $2.5 million, or 24% year-over-year, to $12.6 million, compared to $10.1 million last year. The increase in total operating expenses in the second quarter was driven by higher sales and marketing and reimbursement, general and administrative expenses, which increased 28% and 24%, respectively, year-over-year. These increases were driven primarily by the expansion in the field sales team as well as additional personnel in the reimbursement operations and corporate staff functions.

Operating income increased $1.6 million to $1.8 million, compared to $0.2 million last year. Operating margin increased to 9.1% of sales in the second quarter of 2016, compared to 1.5% of sales last year.

Net income increased $0.9 million year-over-year, to $1.0 million, compared to $0.1 million last year. Net income attributable to common stockholders increased to $0.2 million, or $0.04 per diluted share, compared to a net loss attributable to common stockholders of $0.3 million, or $0.12 per diluted share, last year. Net loss attributable to common stockholders in both the current and prior periods includes the accrual of convertible preferred dividends of $0.5 million. 

Six-Months 2016 Financial Results:

Total revenue for the six months ended June 30, 2016 increased $8.5 million, or 34% year-over-year, to $33.4 million, compared to $24.9 million last year. The increase in revenue was driven by an increase of approximately $7.1 million, or 34% year-over-year, in sales of the Flexitouch System and an increase of approximately $1.4 million, or 42% year-over-year, in sales of the ACTitouch and Entré Systems, compared to the prior year.

Net income increased $0.7 million, to $8,000, compared to a net loss of $0.7 million in the prior year. Net loss attributable to common stockholders for the six months ended June 30, 2016 and June 30, 2015, was $1.0 million, or $0.30 per diluted share, and $1.7 million, or $0.61 per diluted share, respectively. Net loss attributable to common stockholders includes the accrual of convertible preferred dividends of $1.0 million, compared to $0.9 million last year.

As of June 30, 2016, cash and cash equivalents were $6.7 million, and the Company had no debt outstanding, compared to $7.1 million of cash and cash equivalents and no debt outstanding as of December 31, 2015. On


 

August 2, 2016, the Company completed its IPO, raising net proceeds of approximately $35.8 million, after deducting underwriting discounts and offering expenses of approximately $5.4 million. The Company paid $8.2 million in cumulative accrued dividends to its Series A preferred stockholders from the net offering proceeds. Information on the intended use of proceeds from the Company’s IPO was contained in the prospectus filed with the SEC on July 27, 2016.

Fiscal Year 2016 Outlook:

For the full year 2016, the Company expects total revenue in the range of $77.0 million to $79.0 million, representing growth of 22% to 26% year-over-year, compared to total revenue of $62.9 million in fiscal year 2015.

About Tactile Systems Technology, Inc.:

Tactile Systems Technology, Inc. (“Tactile Medical”) is a  medical technology company that develops and provides innovative medical devices for the treatment of chronic diseases at home. The Company is the sole manufacturer and distributor of the Flexitouch and Entré Systems, medical devices to help control symptoms of lymphedema, a chronic and progressive medical condition that is often an unintended consequence of cancer treatment, and the ACTitouch System, a medical device to treat venous leg ulcers and chronic venous insufficiency. The Company provides products for use both in the home and in health care institutions, including hospitals and vascular, wound and lymphedema clinics throughout the United States.  For additional information, please visit http://www.tactilemedical.com. To receive future press releases via email, please visit http://ir.stockpr.com/tactile/email-alerts.

Legal Notice Regarding Forward-Looking Statements:

This release contains forward-looking statements. Forward-looking statements are generally identifiable by the use of words like "may," "will," "should," "could," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties outside of the Company’s control that can make such statements untrue, including, but not limited to, the adequacy of the Company’s liquidity to pursue its complete business objectives; the Company’s ability to obtain reimbursement from third party payers for its products; loss or retirement of key executives; adverse economic conditions or intense competition; loss of a key supplier; entry of new competitors and products; adverse federal, state and local government regulation; technological obsolescence of the Company’s products; technical problems with the Company’s research and products; the Company’s ability to expand its business through strategic acquisitions; the Company’s ability to integrate acquisitions and related businesses;  price increases for supplies and components; and the inability to carry out research, development and commercialization plans.  In addition, other factors that could cause actual results to differ materially are discussed in the Company’s filings with the SEC, including the final prospectus for the Company’s initial public offering. Investors and security holders are urged to read these documents free of charge on the SEC's web site at http://www.sec.gov. The Company undertakes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.


 

Tactile Systems Technology, Inc.

Condensed Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

    

June 30, 

    

Pro Forma as of

    

December 31, 

 

 

 

2016

 

June 30, 2016

 

2015

 

(In thousands, except share and per share data)

 

(unaudited)

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

6,719

 

$

6,719

 

$

7,060

 

Accounts receivable, net

 

 

12,606

 

 

12,606

 

 

14,151

 

Inventories

 

 

5,945

 

 

5,945

 

 

5,781

 

Deferred income taxes

 

 

1,781

 

 

1,781

 

 

1,766

 

Prepaid expenses

 

 

434

 

 

434

 

 

602

 

Total current assets

 

 

27,485

 

 

27,485

 

 

29,360

 

Property and equipment, net

 

 

1,441

 

 

1,441

 

 

1,346

 

Other assets

 

 

 

 

 

 

 

 

 

 

Patent costs, net

 

 

2,356

 

 

2,356

 

 

2,489

 

Medicare accounts receivable – long term

 

 

1,787

 

 

1,787

 

 

2,039

 

Deferred income taxes

 

 

387

 

 

387

 

 

402

 

Other non-current assets

 

 

2,296

 

 

2,296

 

 

1,337

 

Total other assets

 

 

6,826

 

 

6,826

 

 

6,267

 

Total assets

 

$

35,752

 

$

35,752

 

$

36,973

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

4,353

 

$

4,353

 

$

3,336

 

Accrued payroll and related taxes

 

 

1,987

 

 

1,987

 

 

3,355

 

Accrued expenses

 

 

1,092

 

 

9,192

 

 

916

 

Future product royalties

 

 

495

 

 

495

 

 

991

 

Income taxes payable

 

 

 —

 

 

 —

 

 

904

 

Total current liabilities

 

 

7,927

 

 

16,027

 

 

9,502

 

Long-term liabilities

 

 

 

 

 

 

 

 

 

 

Deferred compensation

 

 

193

 

 

193

 

 

193

 

Total liabilities

 

 

8,120

 

 

16,220

 

 

9,695

 

Convertible preferred stock

 

 

 

 

 

 

 

 

 

 

Series B convertible preferred stock; $0.001 par value, 5,319,066 shares authorized and 2,733,468 shares issued and outstanding as of June 30, 2016 (unaudited) and December 31, 2015 and no shares authorized, issued or outstanding as of June 30, 2016 (pro forma)

 

 

12,970

 

 

 —

 

 

12,599

 

Series A convertible preferred stock; $0.001 par value, 3,112,153 shares authorized, 3,108,589 shares issued and 3,061,488 shares outstanding as of June 30, 2016 (unaudited) and December 31, 2015 and no shares authorized, issued or outstanding as of June 30, 2016 (pro forma)

 

 

20,980

 

 

 —

 

 

20,328

 

Stockholders’ equity (deficit)

 

 

 

 

 

 

 

 

 

 

Preferred stock; $0.001 par value, 50,000,000 shares authorized and no shares issued and outstanding as of June 30, 2016 (pro forma)

 

 

 —

 

 

 —

 

 

 —

 

Common stock; $0.001 par value, 14,184,175 shares authorized and 3,414,137 shares issued and outstanding as of June 30, 2016 (unaudited) and 300,000,000 shares authorized and 12,625,376 shares issued and outstanding as of June 30, 2016 (pro forma) and 14,184,175 shares authorized and 3,222,902 shares issued and outstanding as of December 31, 2015

 

 

3

 

 

13

 

 

3

 

Additional paid-in capital

 

 

 —

 

 

25,840

 

 

 —

 

Accumulated deficit

 

 

(6,321)

 

 

(6,321)

 

 

(5,652)

 

Total stockholders’ (deficit) equity

 

 

(6,318)

 

 

19,532

 

 

(5,649)

 

Total liabilities and stockholders’ equity (deficit)

 

$

35,752

 

$

35,752

 

$

36,973

 


 

Tactile Systems Technology, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30, 

 

June 30, 

 

(In thousands, except share and per share data)

    

2016

    

2015

    

2016

    

2015

 

Revenues, net

 

$

19,729

 

$

14,771

 

$

33,429

 

$

24,892

 

Cost of goods sold

 

 

5,324

 

 

4,401

 

 

9,135

 

 

7,373

 

Gross profit

 

 

14,405

 

 

10,370

 

 

24,294

 

 

17,519

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

7,598

 

 

5,929

 

 

14,879

 

 

11,098

 

Research and development

 

 

1,049

 

 

1,011

 

 

2,029

 

 

1,828

 

Reimbursement, general and administrative

 

 

3,966

 

 

3,202

 

 

7,380

 

 

5,849

 

Total operating expenses

 

 

12,613

 

 

10,142

 

 

24,288

 

 

18,775

 

Income (loss) from operations

 

 

1,792

 

 

228

 

 

6

 

 

(1,256)

 

Other income (expense)

 

 

5

 

 

3

 

 

10

 

 

15

 

Income (loss) before income taxes

 

 

1,797

 

 

231

 

 

16

 

 

(1,241)

 

Income tax expense (benefit)

 

 

809

 

 

93

 

 

8

 

 

(499)

 

Net income (loss)

 

 

988

 

 

138

 

 

8

 

 

(742)

 

Convertible preferred stock dividends

 

 

509

 

 

466

 

 

1,023

 

 

926

 

Allocation of undistributed earnings to preferred stockholders

 

 

302

 

 

-

 

 

-

 

 

-

 

Net income (loss) attributable to common stockholders

 

$

177

 

$

(328)

 

$

(1,015)

 

$

(1,668)

 

Net income (loss) per common share attributable to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.05

 

$

(0.12)

 

$

(0.30)

 

$

(0.61)

 

Diluted

 

$

0.04

 

$

(0.12)

 

$

(0.30)

 

$

(0.61)

 

Weighted-average common shares used to compute net income (loss) per common share attributable to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

3,406,420

 

 

2,808,004

 

 

3,349,873

 

 

2,724,320

 

Diluted

 

 

4,846,327

 

 

2,808,004

 

 

3,349,873

 

 

2,724,320

 

Pro forma net income per common share attributable to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

$

 -

 

 

 

 

Diluted

 

 

 

 

 

 

 

$

 -

 

 

 

 

Weighted-average shares used to compute pro forma net income per common share attributable to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

13,406,568

 

 

 

 

Diluted

 

 

 

 

 

 

 

 

14,846,475

 

 

 

 


 

Tactile Systems Technology, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Six months ended

 

 

 

June 30, 

 

(In thousands)

    

2016

    

2015

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net income (loss)

 

$

8

 

$

(742)

 

Adjustments to reconcile net income (loss) to net cash flows used in operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

437

 

 

411

 

Deferred income taxes

 

 

 —

 

 

(496)

 

Stock-based compensation expense

 

 

150

 

 

145

 

Change in allowance for doubtful accounts

 

 

300

 

 

 —

 

Changes in assets and liabilities

 

 

 

 

 

 

 

Accounts receivable

 

 

1,245

 

 

1,637

 

Inventories

 

 

(164)

 

 

(866)

 

Prepaid expenses and other non-current assets

 

 

(791)

 

 

37

 

Medicare accounts receivable – long-term

 

 

252

 

 

(278)

 

Accounts payable

 

 

1,017

 

 

517

 

Accrued payroll and related taxes

 

 

(1,368)

 

 

(430)

 

Accrued expenses and income taxes payable

 

 

(728)

 

 

(209)

 

Future product royalties

 

 

(496)

 

 

(297)

 

Net cash used in operating activities

 

 

(138)

 

 

(571)

 

Cash flows from investing activities

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(393)

 

 

(261)

 

Patent costs

 

 

(6)

 

 

 —

 

Net cash used in investing activities

 

 

(399)

 

 

(261)

 

Cash flows from financing activities

 

 

 

 

 

 

 

Payments on notes payable

 

 

 —

 

 

(5)

 

Proceeds from exercise of common stock options and warrants

 

 

196

 

 

551

 

Net cash provided by financing activities

 

 

196

 

 

546

 

Net change in cash and cash equivalents

 

 

(341)

 

 

(286)

 

Cash and cash equivalents – beginning of period

 

 

7,060

 

 

5,416

 

Cash and cash equivalents – end of period

 

$

6,719

 

$

5,130

 

Supplemental cash flow disclosure

 

 

 

 

 

 

 

Cash paid for interest

 

$

 —

 

$

 —

 

Cash paid for taxes

 

$

964

 

$

212