8-K
0001756262false00017562622023-11-062023-11-06

 

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): November 06, 2023

 

 

TransMedics Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Massachusetts

001-38891

83-2181531

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

200 Minuteman Road

 

Andover, Massachusetts

 

01810

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (978) 552-0900

 

 

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, no par value per share

 

TMDX

 

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


Item 2.02. Results of Operations and Financial Condition.

On November 6, 2023, TransMedics Group, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended September 30, 2023. A copy of this press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

The information in this Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company, under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.

 

Description

99.1

Press release issued by TransMedics Group, Inc. on November 6, 2023

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 


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.

 

 

 

TRANSMEDICS GROUP, INC.

 

 

 

 

Date:

November 6, 2023

By:

/s/ Stephen Gordon

 

 

 

Name: Stephen Gordon
Title: Chief Financial Officer and Treasurer

 


EX-99.1

 

Exhibit 99.1

TransMedics Reports Third Quarter 2023 Financial Results

Andover, Mass. – November 6, 2023 – TransMedics Group, Inc. (“TransMedics”) (Nasdaq: TMDX), a medical technology company that is transforming organ transplant therapy for patients with end-stage lung, heart, and liver failure, today reported financial results for the quarter ended September 30, 2023.

Recent Highlights

Net revenue of $66.4 million in the third quarter of 2023, a 159% increase compared to the third quarter of 2022, including $1.6 million non-recurring charter revenue
Closed acquisition of Summit Aviation, enabling the addition of aviation service to NOP offering, driving $2.1 million incremental transplant related revenue in the third quarter

 

“The third quarter was a critical execution period for TMDX as we integrated a new business, expanded our NOP clinical support capacity, and launched a first-of-its kind business to expand our NOP product and service offering,” said Waleed Hassanein, MD, President and Chief Executive Officer. “We are pleased with our third quarter performance and we firmly believe that we are building a great foundation for further acceleration of our growth in 2024 and beyond.”

 

Third Quarter 2023 Financial Results

Total revenue for the third quarter of 2023 was $66.4 million, a 159% increase compared to $25.7 million in the third quarter of 2022. The increase was due primarily to greater utilization of the company’s NOP across all three OCS products as well as the addition of logistics and aviation revenue. Revenue from the new, transplant related aviation and logistics offerings was $2.1 million. Additionally, total revenue includes $1.6 million in non-recurring revenue attributable to Summit Aviation’s charter business that TransMedics intends to exit in early 2024.

 

Gross margin for the third quarter of 2023 was 61%, compared to 71% in the third quarter of 2022, and compared to 70% in the second quarter of 2023. Gross margin for the third quarter was unfavorably impacted by transition initiatives following the Summit Aviation acquisition, and the expected inefficiencies inherent in the transition out of its legacy charter business and the launch of the new transplant aviation business. Total cost of revenue $2.3 million of non-transplant related costs that reduced gross margin by 200 basis points.

 

Operating expenses for the third quarter of 2023 were $69.0 million, compared to $23.7 million in the third quarter of 2022, and compared to $37.6 million in the second quarter of 2023. The increase in operating expense was driven primarily by an acquired in-process research and development charge of $27.2 million and an additional $2.0 million in non-recurring acquisition-related costs. In addition, TransMedics continued investing in personnel, NOP support, and the development of the company’s digital platform and next generation OCS. Third quarter

 


 

operating expenses in 2023 also included $5.1 million of stock compensation expense compared to $2.7 million of stock compensation expense in the third quarter of 2022, and $4.9 million of stock compensation in the second quarter of 2023.

 

Net loss for the third quarter of 2023 was $25.4 million, compared to $7.4 million in the third quarter of 2022. The increase in net loss was driven primarily by $29.2 million in non-recurring acquisition-related costs.

 

Cash was $427.1 million as of September 30, 2023.

 

2023 Financial Outlook

TransMedics is updating its full year 2023 revenue guidance to be in the range of $222 million to $230 million, which represents 138% to 146% growth compared to the company’s prior year revenue. TransMedics’ prior 2023 revenue guidance was $180 million to $190 million.

 

Webcast and Conference Call Details

The TransMedics management team will host a conference call beginning at 4:30 p.m. ET / 1:30 p.m. PT on Monday, November 6, 2023. A live and archived webcast of the event will be available on the “Investors” section of the TransMedics website at www.transmedics.com.

About TransMedics Group, Inc.

TransMedics is the world’s leader in portable extracorporeal warm perfusion and assessment of donor organs for transplantation. Headquartered in Andover, Massachusetts, the company was founded to address the unmet need for more and better organs for transplantation and has developed technologies to preserve organ quality, assess organ viability prior to transplant, and potentially increase the utilization of donor organs for the treatment of end-stage heart, lung, and liver failure.

Forward-Looking Statements

This press release contains forward-looking statements with respect to, among other things, our full-year guidance, and statements about our operations, financial position, and business plans, including our plans to expand our NOP offering, increase revenue opportunities, and exit Summit Aviation’s charter business. These forward-looking statements are subject to a number of risks and uncertainties. Our Management cannot predict all risks, nor can we assess the impact of all factors on the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in or implied by any forward-looking statements we may make. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated in or implied by the forward-looking statements. Some of the key factors that could cause actual results to differ include: that we continue to incur losses; our ability to attract and retain key personnel; our existing and any future indebtedness, including our ability to comply with affirmative and negative covenants under our credit agreement to which we will remain subject until maturity; the fluctuation of our financial results from quarter to quarter; our need to raise additional funding and our ability

 


 

to obtain it on favorable terms, or at all; our ability to use net operating losses and research and development credit carryforwards; our dependence on the success of the OCS; our ability to expand access to OCS through the NOP; our ability to scale our manufacturing and sterilization capabilities to meet increasing demand for our products; the rate and degree of market acceptance of the OCS; our ability to educate patients, surgeons, transplant centers and private payors of benefits offered by the OCS; our ability to improve the OCS platform and develop the next generation of the OCS products; our dependence on a limited number of customers for a significant portion of our net revenue; our ability to maintain regulatory approvals or clearances for our OCS products in the United States and the European Union; our ability to adequately respond to FDA follow-up inquiries in a timely manner; performance of our third-party suppliers and manufacturers; our dependence on third parties to transport donor organs and medical personnel for our NOP; price increases of the components of our products; the timing or results of post-approval studies and any clinical trials for the OCS; our manufacturing, sales, marketing and clinical support capabilities and strategy; attacks against our information technology infrastructure; the economic, political and other risks associated with our foreign operations; our ability to protect, defend, maintain and enforce our intellectual property rights relating to the OCS and avoid allegations that our products infringe, misappropriate or otherwise violate the intellectual property rights of third parties; the pricing of the OCS, as well as the reimbursement coverage for the OCS in the United States and internationally; regulatory developments in the United States, European Union and other jurisdictions; the extent and success of competing products that are or may become available; the impact of any product recalls or improper use of our products; risks related to retaining key Summit employees and risks related to providing aviation services and owning aircraft; our estimates regarding revenues, expenses and needs for additional financing; and other factors that may be described in our filings with the Securities and Exchange Commission (the “SEC”). Additional information will be made available in our annual and quarterly reports and other filings that we make with the SEC. The forward-looking statements in this press release speak only as of the date of this press release. Factors or events that could cause our actual results to differ may emerge from time to time, and we are not able to predict all of them. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable law.

Investor Contact:

Brian Johnston

332-895-3222

Investors@transmedics.com

 

 

 

 

 

 

 

 

 


 

 

 

TransMedics Group, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Net product revenue

 

$

47,740

 

 

$

21,299

 

 

$

124,195

 

 

$

54,160

 

Service revenue

 

 

18,690

 

 

 

4,384

 

 

 

36,254

 

 

 

7,924

 

Total revenue

 

 

66,430

 

 

 

25,683

 

 

 

160,449

 

 

 

62,084

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of net product revenue

 

 

11,086

 

 

 

4,231

 

 

 

26,950

 

 

 

11,689

 

Cost of service revenue

 

 

14,682

 

 

 

3,337

 

 

 

27,330

 

 

 

5,826

 

Total cost of revenue

 

 

25,768

 

 

 

7,568

 

 

 

54,280

 

 

 

17,515

 

Gross profit

 

 

40,662

 

 

 

18,115

 

 

 

106,169

 

 

 

44,569

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Margin

 

 

61

%

 

 

71

%

 

 

66

%

 

 

72

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research, development and clinical trials

 

 

11,132

 

 

 

6,808

 

 

 

25,294

 

 

 

21,056

 

Acquired in-process research and development expenses

 

 

27,212

 

 

 

 

 

 

27,212

 

 

 

 

Selling, general and administrative

 

 

30,653

 

 

 

16,851

 

 

 

84,993

 

 

 

48,171

 

Total operating expenses

 

 

68,997

 

 

 

23,659

 

 

 

137,499

 

 

 

69,227

 

Loss from operations

 

 

(28,335

)

 

 

(5,544

)

 

 

(31,330

)

 

 

(24,658

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(3,590

)

 

 

(787

)

 

 

(7,186

)

 

 

(2,719

)

Other income (expense), net

 

 

4,996

 

 

 

(1,076

)

 

 

7,982

 

 

 

(2,087

)

Total other income (expense), net

 

 

1,406

 

 

 

(1,863

)

 

 

796

 

 

 

(4,806

)

Loss before income taxes

 

 

(26,929

)

 

 

(7,407

)

 

 

(30,534

)

 

 

(29,464

)

(Provision) benefit for income taxes

 

 

1,507

 

 

 

(19

)

 

 

1,475

 

 

 

(47

)

Net loss

 

$

(25,422

)

 

$

(7,426

)

 

$

(29,059

)

 

$

(29,511

)

Net loss per share attributable to common
   stockholders, basic and diluted

 

$

(0.78

)

 

$

(0.25

)

 

$

(0.89

)

 

$

(1.03

)

Weighted average common shares outstanding,
   basic and diluted

 

 

32,614,059

 

 

 

30,229,936

 

 

 

32,474,522

 

 

 

28,729,649

 

 

 

 


 

TransMedics Group, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)

 

 

 

 

 

September 30, 2023

 

 

December 31, 2022

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$

427,110

 

 

$

201,182

 

Accounts receivable

 

 

60,654

 

 

 

27,611

 

Inventory

 

 

39,365

 

 

 

20,605

 

Prepaid expenses and other current assets

 

 

9,595

 

 

 

2,896

 

         Total current assets

 

 

536,724

 

 

 

252,294

 

Property, plant and equipment, net

 

 

131,004

 

 

 

19,223

 

Operating lease right-of-use assets

 

 

6,861

 

 

 

5,130

 

Restricted cash

 

 

500

 

 

 

500

 

Goodwill

 

 

11,673

 

 

 

 

Acquired intangible assets, net

 

 

2,405

 

 

 

 

Other non-current assets

 

 

60

 

 

 

 

        Total assets

 

$

689,227

 

 

$

277,147

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

12,836

 

 

$

3,341

 

Accrued expenses and other current liabilities

 

 

31,651

 

 

 

18,635

 

Deferred revenue

 

 

2,629

 

 

 

241

 

Operating lease liabilities

 

 

1,985

 

 

 

1,444

 

         Total current liabilities

 

 

49,101

 

 

 

23,661

 

Convertible senior notes, net

 

 

446,448

 

 

 

 

Long-term debt, net

 

 

58,986

 

 

 

58,696

 

Operating lease liabilities, net of current portion

 

 

8,232

 

 

 

7,415

 

  Total liabilities

 

 

562,767

 

 

 

89,772

 

  Total stockholders’ equity

 

 

126,460

 

 

 

187,375

 

  Total liabilities and stockholders’ equity

 

$

689,227

 

 

$

277,147