8-K

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):  April 28, 2016

The Spectranetics Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-19711	84-0997049
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

9965 Federal Drive

Colorado Springs, Colorado 80921

(Address of principal executive offices) (Zip Code)

(719) 633-8333

Registrant's telephone number, including area code

(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 (see General Instruction A.2. below):

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

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

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

oPre-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 April 28, 2016, we issued a press release that sets forth our results of operations for the three months ended March 31, 2016.  A copy of the press release is furnished as Exhibit 99.1.  The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of The Spectranetics Corporation, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

ITEM 9.01Financial Statements and Exhibits.

(d) Exhibits

99.1Press release issued by The Spectranetics Corporation on April 28, 2016.

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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.

		THE SPECTRANETICS CORPORATION
Date:	April 28, 2016	By:	/s/ Paul Gardon
			Paul Gardon
			Senior Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.

99.1Press release issued by The Spectranetics Corporation on April 28, 2016.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Spectranetics Achieves First Quarter 2016 Revenue of $62.9 million

COLORADO SPRINGS, Colo. (April 28, 2016) - The Spectranetics Corporation (NASDAQ: SPNC) today reported financial results for the three months ended March 31, 2016. Highlights of the quarter, all compared with the three months ended March 31, 2015, include:

• Revenue of $62.9 million increased 10% (both as reported and constant currency¹)

• Vascular Intervention revenue of $41.9 million increased 15% (both as reported and constant currency)

• Lead Management revenue of $17.1 million increased 4% (5% constant currency)

“Results reflect solid commercial execution across business segments and global regions,” said Scott Drake, President and CEO. “We also displayed traction in our innovation pipeline. In particular, the interim 12-month Stellarex data supports our top-tier First-in-Human results, and compare favorably to similar studies conducted in the marketplace. Our competitive position continues to strengthen as our pipeline matures.”

Net loss for the three months ended March 31, 2016 was $17.3 million, or $0.40 per share, compared with net loss of $27.3 million, or $0.65 per share, for the three months ended March 31, 2015.

2016 Financial Outlook

Spectranetics’ management reaffirms its previously given full year 2016 outlook, as disclosed on February 25, 2016, and as detailed below:

• 2016 full year revenue is projected to be within a range of $254 million to $266 million, an increase of 3% to 8% over 2015

^{__________________________} 

¹Constant currency is a non-GAAP financial measure. See “Reconciliation of Non-GAAP Financial Measures” later in this release.

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• Net loss for 2016 is projected to be within a range of $59 million to $64 million, or $1.34 to $1.45 per share. Non-GAAP net loss for 2016 is projected to be within a range of $45 million to $50 million, or $1.03 to $1.14 per share. See “Reconciliation of non-GAAP Financial Measures” later in this release

• Gross margin is projected to be within a range of 74.4% to 75.0%

• Research, development and other technology expenses are expected to be in the range of 25% to 26% of revenue

• Selling, general and administrative expenses are expected to be in the range of 61% to 63% of revenue

Conference Call

Management will host an investment community conference call today beginning at 2:30 p.m. MT / 4:30 p.m. ET. Individuals interested in listening to the conference call may dial (877) 561-2747 for domestic callers, or (973) 409-9689 for international callers, conference ID 81186531, or access the webcast on the investor relations section of the Company’s website at: www.spectranetics.com. The webcast will be available on the Company’s website for 14 days following the completion of the call.

About Spectranetics

The Spectranetics Corporation develops, manufactures, markets and distributes medical devices used in minimally invasive procedures within the cardiovascular system. The Company's products are available in over 65 countries and are used to treat arterial blockages in the heart and legs and in the removal of pacemaker and defibrillator leads.

The Company's Vascular Intervention (VI) products include a range of laser catheters for ablation of blockages in arteries above and below the knee, the AngioSculpt scoring balloon used in both peripheral and coronary procedures, and the Stellarex drug-coated balloon peripheral angioplasty platform, which received European CE mark approval in December 2014. The Company also markets support catheters to facilitate crossing of peripheral and coronary arterial blockages, and retrograde access and guidewire retrieval devices used in the treatment of peripheral arterial blockages, including chronic total occlusions. The Company markets aspiration and cardiac laser catheters to treat blockages in the heart.

The Lead Management (LM) product line includes excimer laser sheaths, dilator sheaths, mechanical sheaths and accessories for the removal of pacemaker and defibrillator cardiac leads.

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For more information, visit www.spectranetics.com.

Safe Harbor Statement

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. You can identify these statements because they do not relate strictly to historical or current facts. Such statements may include words such as “anticipate,” “will,” “estimate,” “expect,” “look forward,” “strive,” “project,” “intend,” “should,” “plan,” “believe,” “hope,” “enable,” “potential,” and other words and terms of similar meaning in connection with any discussion of, among other things, future operating or financial performance, strategic initiatives and business strategies, clinical trials and regulatory approvals, regulatory or competitive environments, outcome of litigation, our intellectual property and product development. These forward-looking statements include, but are not limited to, statements regarding our competitive position, product development and commercialization schedule, expectation of continued growth and the reasons for that growth, growth rates, strength, integration and product launches, and 2016 outlook and projected results including projected revenue and expenses, net loss and gross margin. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. You are cautioned not to place undue reliance on these forward-looking statements and to note they speak only as of the date of this news release. These risks and uncertainties may include financial results differing from guidance, increasing competition and consolidation in our industry, the impact of rapid technological change, slower revenue growth and losses, inability to successfully integrate AngioScore and Stellarex into our business and the inaccuracy of our assumptions regarding AngioScore and Stellarex, market acceptance of our technology and products, our inability to manage growth, increased pressure on expense levels resulting from expanded sales, marketing, product development and clinical activities, uncertain success of our strategic direction, dependence on new product development and successful commercialization of new products, loss of key personnel, uncertain success of or delays in our clinical trials, costs of and adverse results in any ongoing or future legal proceedings, adverse impact to our business of healthcare reform and related legislation and regulations, including changes in reimbursements, adverse conditions in the general domestic and global economic markets and volatility and disruption of the credit markets, our inability to protect our intellectual property and intellectual property claims of third parties, availability of inventory and components from suppliers, adverse outcome of FDA inspections, the receipt of FDA clearance and other regulatory approvals to market new products or applications and the timeliness of any clearance and approvals, product defects or recalls and product liability claims, cybersecurity breaches, ability to

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manufacture sufficient volumes to fulfill customer demand, our dependence on third party vendors, suppliers, consultants and physicians, unexpected delays or costs associated with any planned improvements to our manufacturing processes, risks associated with international operations, lack of cash necessary to satisfy our cash obligations under our outstanding 2.625% Convertible Senior Notes due 2034 and our term loan and revolving loan facilities, our debt adversely affecting our financial health and preventing us from fulfilling our debt service and other obligations, and share price volatility due to the initiation or cessation of coverage, or changes in ratings, by securities analysts. For a further list and description of such risks and uncertainties that could cause our actual results, performance or achievements to materially differ from any anticipated results, performance or achievements, please see our previously filed SEC reports, including those risks set forth in our 2015 Annual Report on Form 10-K. We disclaim any intention or obligation to update or revise any financial or other projections or other forward-looking statements, whether because of new information, future events or otherwise.

Use of Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP), we use certain non-GAAP financial measures in this release. Reconciliations of the non-GAAP financial measures used in this release to the most directly comparable GAAP measures for the respective periods, and an explanation of our use of these non-GAAP measures, can be found in “Reconciliation of Non-GAAP Financial Measures” immediately following the financial tables. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP.

Investor Relations Contacts

Zach Stassen

Investor.relations@spnc.com

(719) 447-2292

Michaella Gallina

Investor.relations@spnc.com

(719) 246-1713

-Financial tables follow-

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THE SPECTRANETICS CORPORATION

Condensed Consolidated Statements of Operations

(in thousands, except per share data and percentages)

(unaudited)

	Three Months Ended March 31,
	2016			2015
Revenue	$	62,884		$	57,422
Cost of products sold	16,082			14,802
Amortization of acquired inventory step-up	—			251
Gross profit	46,802			42,369
Operating expenses:
Selling, general and administrative	40,789			36,942
Research, development and other technology	16,337			15,261
Medical device excise tax	—			806
Acquisition transaction, integration and legal costs	292			10,391
Acquisition-related intangible asset amortization	3,203			3,170
Contingent consideration expense	100			1,024
Total operating expense	60,721			67,594
Operating loss	(13,919		)	(25,225		)
Other expense	(3,167		)	(1,933		)
Loss before income tax expense	(17,086		)	(27,158		)
Income tax expense	205			147
Net loss	$	(17,291	)	$	(27,305	)
Net loss per common share:
Basic and diluted	$	(0.40	)	$	(0.65	)
Weighted average shares outstanding:
Basic and diluted	42,697			42,156

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THE SPECTRANETICS CORPORATION

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

	March 31, 2016		December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	67,494	$	84,594
Accounts receivable, net	44,204		43,359
Inventories, net	26,315		25,155
Other current assets	5,951		5,171
Total current assets	143,964		158,279
Property and equipment, net	44,761		44,719
Goodwill and intangible assets	259,869		263,072
Other assets	1,953		1,929
Total assets	$	450,547	$	467,999
LIABILITIES AND STOCKHOLDERS’ EQUITY
Borrowings under revolving line of credit	$	19,234	$	24,232
Other current liabilities	38,646		39,447
Convertible debt, net of debt issuance costs	224,328		224,076
Term loan, net of debt issuance costs	59,611		59,601
Other non-current liabilities	3,770		3,674
Stockholders’ equity	104,958		116,969
Total liabilities and stockholders’ equity	$	450,547	$	467,999

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THE SPECTRANETICS CORPORATION

Supplemental Financial Information

(Unaudited)

Financial Summary	2015								2016
(000’s, except laser sales and installed base amounts)	1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		1st Qtr
Disposable products revenue:
Vascular Intervention	36,513		40,630		40,370		42,967		41,912
Lead Management	16,431		17,257		17,961		18,250		17,096
Total disposable products	52,944		57,887		58,331		61,217		59,008
Laser, service, and other	4,478		3,790		3,329		3,980		3,876
Total revenue	57,422		61,677		61,660		65,197		62,884
Gross margin percentage	74	%	74	%	74	%	75	%	74	%
Net loss	(27,305	)	(7,216	)	(14,493	)	(10,460	)	(17,291	)
Cash flow used in operating activities	(22,461	)	(10,082	)	(10,225	)	(16,691	)	(12,444	)
Total cash and cash equivalents at end of quarter	43,639		49,255		41,721		84,594		67,494
Worldwide Installed Base Summary:
Laser placements during quarter	54		49		41		46		44
Buy-backs/returns during quarter	(16	)	(11	)	(16	)	(26	)	(18	)
Net laser placements during quarter	38		38		25		20		26
Total lasers placed at end of quarter	1,309		1,347		1,372		1,392		1,418

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Reconciliation of Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements prepared in accordance with GAAP, we use certain non-GAAP financial measures in this release. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures for the respective periods can be found in the tables below. An explanation of the manner in which our management uses these non-GAAP measures to conduct and evaluate our business and the reasons management believes these non-GAAP measures provide useful information to investors are provided following the reconciliation tables.

Reconciliation of revenue by geography to non-GAAP revenue by geography on a constant currency basis (in thousands, except percentages) (unaudited)
	Three Months Ended
	March 31, 2016						March 31, 2015		% Change
	Revenue, as reported		Foreign exchange impact as compared to prior period		Revenue on a constant currency basis		Revenue, as reported		As reported		Constant currency basis
United States	$	52,982	$	—	$	52,982	$	48,600	9	%	9	%
International	9,902		331		10,233		8,822		12	%	16	%
Total revenue	$	62,884	$	331	$	63,215	$	57,422	10	%	10	%

Reconciliation of revenue by product line to non-GAAP revenue by product line on a constant currency basis (in thousands, except percentages) (unaudited)
	Three Months Ended
	March 31, 2016						March 31, 2015		% Change
	Revenue, as reported		Foreign exchange impact as compared to prior period		Revenue on a constant currency basis		Revenue, as reported		As reported		Constant currency basis
Vascular Intervention	$	41,912	$	139	$	42,051	$	36,513	15	%	15	%
Lead Management	17,096		158		17,254		16,431		4	%	5	%
Laser, service, and other	3,876		34		3,910		4,478		(13	)%	(13	)%
Total revenue	$	62,884	$	331	$	63,215	$	57,422	10	%	10	%

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Reconciliation of Net Loss to Non-GAAP Net Loss (in thousands) (unaudited)
	Three Months Ended
	March 31, 2016			March 31, 2015
Net loss, as reported	$	(17,291	)	$	(27,305	)
Amortization of acquired inventory step-up (1)	—			251
Acquisition transaction, integration and legal costs (2)	292			10,391
Acquisition-related intangible asset amortization (3)	3,203			3,170
Contingent consideration expense (4)	100			1,024
Non-GAAP net loss	$	(13,696	)	$	(12,469	)

Reconciliation of Net Loss Per Share to Non-GAAP Net Loss Per Share (unaudited)
	Three Months Ended
	March 31, 2016			March 31, 2015
Net loss per share, as reported	$	(0.40	)	$	(0.65	)
Amortization of acquired inventory step-up (1)	—			0.01
Acquisition transaction, integration and legal costs (2)	0.01			0.25
Acquisition-related intangible asset amortization (3)	0.07			0.08
Contingent consideration expense (4)	—			0.02
Non-GAAP net loss per share (5)	$	(0.32	)	$	(0.30	)

Reconciliation of 2016 Projected Net Loss to Non-GAAP Projected Net Loss (in millions) (unaudited)
	Projected Range
	Twelve Months Ending December 31, 2016
	Low			High
Net loss, GAAP	$	(64.0	)	$	(59.0	)
Acquisition transaction, integration and legal costs (6)	0.9			0.9
Acquisition-related amortization and contingent consideration expense (7)	12.8			12.8
Non-GAAP net loss	$	(50.3	)	$	(45.3	)

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Reconciliation of 2016 Projected Net Loss Per Share to Non-GAAP Projected Net Loss Per Share (unaudited)
	Projected Range
	Twelve Months Ending December 31, 2016
	Low			High
Net loss per share, GAAP	$	(1.45	)	$	(1.34	)
Acquisition transaction, integration and legal costs (6)	0.02			0.02
Acquisition-related amortization and contingent consideration expense (7)	0.29			0.29
Non-GAAP net loss per share (5)	$	(1.14	)	$	(1.03	)

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1) Amortization of acquired inventory step-up relates to the inventory acquired in the AngioScore acquisition.

2) Acquisition transaction, integration and legal costs relate to the AngioScore and Stellarex acquisitions, which closed on June 30, 2014 and January 27, 2015, respectively, and included investment banking fees, accounting, consulting, and legal fees, severance and retention costs, and non-recurring costs associated with establishing manufacturing operations to support the Stellarex program. In addition, these costs included $0.2 million and $8.0 million in the three months ended March 31, 2016, and 2015, respectively, for legal fees, including legal fees and costs advanced, associated with a patent and breach of fiduciary duty matter in which AngioScore is the plaintiff.

3) Acquisition-related intangible asset amortization relates primarily to intangible assets acquired in the AngioScore acquisition in June 2014 and the Stellarex acquisition in January 2015.

4) Contingent consideration expense primarily represents the accretion of the estimated contingent consideration liability related to future amounts payable to former AngioScore stockholders, based on sales of the AngioScore products and achievement of regulatory milestones.

5) Per share amounts may not add due to rounding.

6) Acquisition transaction, integration and legal costs consist of integration costs for the Stellarex and AngioScore acquisitions, which include legal fees and costs advanced associated with a patent and breach of fiduciary duty matter in which AngioScore is the plaintiff.

7) Acquisition-related intangible asset amortization relates primarily to intangible assets acquired in the AngioScore acquisition in June 2014 and the Stellarex acquisition in January 2015. Contingent consideration expense primarily represents the accretion of the estimated contingent consideration liability related to future amounts payable to former AngioScore stockholders, based on sales of the AngioScore products and achievement of regulatory milestones.

Management uses the non-GAAP financial measures as supplemental measures to analyze the underlying trends in our business, assess the performance of our core operations, establish operational goals and forecasts that are used in allocating resources and evaluate our performance period over period and in relation to our competitors’ operating results.

The impact of foreign exchange rates is highly variable and difficult to predict. We use a constant currency basis to show the impact from foreign exchange rates on current period revenue compared to prior period revenue using the prior period’s foreign exchange rates. In order to properly understand the underlying business trends and performance of our ongoing operations, we believe that investors may find it useful to consider the impact of excluding changes in foreign exchange rates from our revenue.

We believe presenting the non-GAAP financial measures used in this release provides investors greater transparency to the information used by our management for financial and operational decision-

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making and allows investors to see our results “through the eyes” of management. We also believe providing this information better enables our investors to understand our operating performance and evaluate the methodology used by management to evaluate and measure such performance.

Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. Some limitations associated with using these non-GAAP financial measures are provided below:

• Management exercises judgment in determining which types of charges or other items should be excluded from the non-GAAP financial measures used.

• Amortization expense, while not requiring cash settlement, is an ongoing and recurring expense and has a material impact on GAAP net income or loss and reflects costs to us not reflected in non-GAAP net loss.

• Items such as the acquisition transaction and integration costs and contingent consideration expense excluded from non-GAAP net loss can have a material impact on cash flows and GAAP net loss and reflect economic costs to us not reflected in non-GAAP net loss.

• Revenue growth rates stated on a constant currency basis, by their nature, exclude the impact of changes in foreign currency exchange rates, which may have a material impact on GAAP revenue.

• Non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and therefore other companies may calculate similarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

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