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8-K - FORM 8-K - SANUWAVE Health, Inc.snwv_8k-111412.htm
Exhibit 99.1


FOR IMMEDIATE RELEASE


SANUWAVE REPORTS THIRD QUARTER 2012 FINANCIAL RESULTS

ALPHARETTA, GA, November 14, 2012 – SANUWAVE Health, Inc. (OTCBB: SNWV) today reported financial results for the three and nine months ended September 30, 2012 and provided a business update.

Kevin A. Richardson, II, Chairman of the Board of Directors of SANUWAVE, said, “I am very pleased that we have been able to reduce the Company’s cash burn while making sure we do not affect the value of the business or our capability to start up and conduct our next dermaPACE® study to treat diabetic foot ulcers.  We are taking additional cost cutting measures in the fourth quarter of 2012 that will reduce further the Company’s expenses not related to the upcoming dermaPACE study.”

“The Company is working with select accredited investors to raise up to $1.25 million in capital in a private placement. The accredited investors will receive a convertible promissory note that will convert, at the Company’s option, at the completion of a larger funding that is expected to close no later than the first quarter of 2013,” concluded Mr. Richardson.

Barry J. Jenkins, Chief Operating Officer of SANUWAVE commented, “As previously announced, the U.S. Food and Drug Administration (FDA) has granted conditional approval of our Investigational Device Exemption (IDE) Supplement to conduct an additional clinical trial utilizing our dermaPACE device in the treatment of diabetic foot ulcers.  We estimate the clinical trial could be completed and submitted in support of a PMA application for dermaPACE in as early as 20 months from trial initiation, assuming such data to be collected meets the agreed upon statistical and clinical plan of success.  We have already identified clinical study sites and are in the process of contracting with them for participation.  Patient enrollment is expected to begin in the first quarter of 2013 once Institutional Review Board (IRB) approvals and the appropriate funding to conduct the study are in place.  We remain focused on achieving FDA approval as soon as possible in order to make dermaPACE available to the millions of U.S. patients who suffer from these debilitating diabetic foot ulcers.”

Financial highlights for the three months ended September 30, 2012 include (all comparisons are with the three months ended September 30, 2011):

 
·
Revenues increased by 10%, to $178,256.

 
·
Gross profit as a percentage of revenue increased to 75%, up from 70% in 2011.

 
·
Total operating expenses decreased by $695,227, or 32%, to $1,499,714.

Third Quarter Financial Results
Revenues for the three months ended September 30, 2012 were $178,256, compared to $161,678 for the same period in 2011, an increase of $16,578, or 10%.  The increase in revenues is primarily due to increased sales of refurbishment applicators for devices due to the increased number of devices in use in 2012, as compared to 2011.

Research and development expenses for the three months ended September 30, 2012 were $440,193, compared to $623,318 for the same period in 2011, a decrease of $183,125, or 29%.  Research and development expenses in 2012 decreased due to lower expenses for clinical results analysis and clinical related expenses as compared to same period in 2011.
 
 
 

 

General and administrative expenses for the three months ended September 30, 2012 were $977,859, compared to $1,493,963 for the same period in 2011, a decrease of $516,104, or 35%.  The decrease in general and administrative expenses is primarily due to a reduction in headcount (18 employees in September 2012 as compared to 29 employees in September 2011), decreased investor relations expenses and decreased legal costs for patent defense activities.

The net loss for the three months ended September 30, 2012 was $1,447,271, or ($0.07) per share, compared to a net loss of $2,071,539, or ($0.10) per share, for the same period in 2011, a reduction in the net loss of $624,268, or 30%.

Nine Month Financial Results
Revenues for the nine months ended September 30, 2012 were $627,153, compared to $577,180 for the same period in 2011, an increase of $49,973, or 9%.  The increase in revenues is primarily due to increased sales of demonstration devices and refurbishment applicators to European distributors in 2012, as compared to 2011.

Research and development expenses for the nine months ended September 30, 2012 were $1,391,634, compared to $2,167,735 for the same period in 2011, a decrease of $776,101, or 36%.  Research and development expenses in 2012 decreased due to lower expenses for clinical results analysis and clinical related expenses.  Consulting expenses related to clinical results analysis were higher in 2011 as the Company prepared for the submission to the FDA in June 2011 of the dermaPACE PMA for treating diabetic foot ulcers.

General and administrative expenses for the nine months ended September 30, 2012 were $3,252,127, compared to $4,386,538 for the same period in 2011, a decrease of $1,134,411, or 26%.  The decrease in general and administrative expenses is primarily due to a reduction in headcount (18 employees in September 2012 as compared to 29 employees in September 2011), decreased investor relations expenses and decreased legal costs for patent defense activities.

The net loss for the nine months ended September 30, 2012 was $4,707,212, or ($0.23) per share, compared to a net loss of $7,827,072, or ($0.41) per share, for the nine months ended September 30, 2011, a reduction in the net loss of $3,119,860, or 40%.

As of September 30, 2012, the Company had cash and cash equivalents of $361,263, compared with $3,909,383 as of December 31, 2011, a decrease of $3,548,120.  For the nine months ended September 30, 2012 and 2011, net cash used by operating activities was $3,546,299 and $6,994,179, respectively, primarily consisting of compensation costs, research and development activities and general corporate operations. The decrease in the use of cash for operating activities for 2012, as compared to the same period for 2011, of $3,447,880, or 49%, was due to reductions in headcount, operating expenses and clinical expenses in 2012 as well as a reduction in current liabilities in 2011.  Net cash provided (used) by financing activities for the nine months ended September 30, 2012 and 2011 was $(3,399) and $12,367,455, respectively, which in 2011 consisted of the net proceeds from the private placement of $8,467,121 and the exercise of unit options of $3,900,334.

About SANUWAVE Health, Inc.
SANUWAVE Health, Inc. (www.sanuwave.com) is an emerging regenerative medicine company focused on the development and commercialization of noninvasive, biological response activating devices for the repair and regeneration of tissue, musculoskeletal and vascular structures.  SANUWAVE’s portfolio of products and product candidates activate biologic signaling and angiogenic responses, including new vascularization and microcirculatory improvement, helping to restore the body’s normal healing processes and regeneration.  SANUWAVE intends to apply its PACE technology in wound healing, orthopedic/spine, plastic/cosmetic and cardiac conditions.  Its lead product candidate for the global wound care market, dermaPACE, is CE marked and has Canadian device license approval for the treatment of the skin and subcutaneous soft tissue.  In the U.S., dermaPACE is currently under the FDA’s Premarket Approval (PMA) review process for the treatment of diabetic foot ulcers.  SANUWAVE researches, designs, manufactures, markets and services its products worldwide, and believes it has demonstrated that its technology is safe and effective in stimulating healing in chronic conditions of the foot (plantar fasciitis) and the elbow (lateral epicondylitis) through its U.S. Class III PMA approved Ossatron® device, as well as stimulating bone and chronic tendonitis regeneration in the musculoskeletal environment through the utilization of its Ossatron, Evotron® and orthoPACE® devices in Europe.
 
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to financial results and plans for future business development activities, and are thus prospective. Forward-looking statements include all statements that are not statements of historical fact regarding intent, belief or current expectations of the Company, its directors or its officers. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control. Actual results may differ materially from those projected in the forward-looking statements. Among the key risks, assumptions and factors that may affect operating results, performance and financial condition are risks associated with the marketing of the Company’s product candidates and products, unproven pre-clinical and clinical development activities, regulatory oversight, the Company’s ability to manage its capital resource issues, competition, and the other factors discussed in detail in the Company’s periodic filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement.
 
For additional information about the Company, visit www.sanuwave.com.
 
Contact:
 
SANUWAVE Health, Inc.
Barry Jenkins, 678-578-0103
Chief Operating Officer
investorrelations@sanuwave.com
 


(FINANCIAL TABLES FOLLOW)

 
 

 
 
SANUWAVE HEALTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
September 30,
2012
   
December 31,
2011
 
   
(Unaudited)
   
(Unaudited)
 
ASSETS
           
CURRENT ASSETS
           
Cash and cash equivalents
  $ 361,263     $ 3,909,383  
Accounts receivable - trade, net
    78,287       81,565  
Inventory
    294,898       396,284  
Prepaid expenses
    203,132       162,975  
Due from Pulse Veterinary Technologies, LLC
    -       27,837  
TOTAL CURRENT ASSETS
    937,580       4,578,044  
                 
PROPERTY AND EQUIPMENT, at cost, less accumulated depreciation
    37,904       51,206  
                 
OTHER ASSETS
    3,191       3,192  
                 
INTANGIBLE ASSETS, at cost, less accumulated amortization
    1,303,715       1,533,782  
TOTAL ASSETS
  $ 2,282,390     $ 6,166,224  
                 
LIABILITIES
               
CURRENT LIABILITIES
               
Accounts payable
  $ 402,358     $ 756,657  
Accrued employee compensation
    1,107,083       632,333  
Accrued expenses
    173,588       190,583  
Interest payable, related parties
    81,864       81,864  
Capital lease payable, current portion
    4,841       4,576  
Liabilities related to discontinued operations
    655,061       655,061  
TOTAL CURRENT LIABILITIES
    2,424,795       2,321,074  
                 
NON-CURRENT LIABILITIES
               
Notes payable, related parties
    5,372,743       5,372,743  
Capital lease payable, non-current portion
    5,220       8,884  
TOTAL NON-CURRENT LIABILITIES
    5,377,963       5,381,627  
TOTAL LIABILITIES
    7,802,758       7,702,701  
                 
COMMITMENTS AND CONTINGENCIES
    -       -  
                 
STOCKHOLDERS' DEFICIT
               
PREFERRED STOCK, par value $0.001, 5,000,000 shares authorized; no shares issued and outstanding
    -       -  
                 
COMMON STOCK, par value $0.001, 150,000,000 shares and 50,000,000 shares authorized in 2012 and 2011, respectively; 20,907,536 issued and outstanding in 2012 and 2011
    20,908       20,908  
                 
ADDITIONAL PAID-IN CAPITAL
    63,660,709       62,940,977  
                 
ACCUMULATED OTHER COMPREHENSIVE INCOME
    14,055       10,466  
                 
RETAINED DEFICIT
    (69,216,040 )     (64,508,828 )
TOTAL STOCKHOLDERS' DEFICIT
    (5,520,368 )     (1,536,477 )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 2,282,390     $ 6,166,224  
 
 
 

 
 
SANUWAVE HEALTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
 
   
Three Months Ended
September 30,
2012
   
Three Months Ended
September 30,
2011
   
Nine Months Ended
September 30,
2012
   
Nine Months Ended
September 30,
2011
 
                         
REVENUES
  $ 178,256     $ 161,678     $ 627,153     $ 577,180  
                                 
COST OF REVENUES
    43,965       48,475       197,898       189,006  
                                 
GROSS PROFIT
    134,291       113,203       429,255       388,174  
                                 
OPERATING EXPENSES
                               
Research and development
    440,193       623,318       1,391,634       2,167,735  
General and administrative
    977,859       1,493,963       3,252,127       4,386,538  
Depreciation
    4,973       971       15,313       13,452  
Amortization
    76,689       76,689       230,067       230,067  
TOTAL OPERATING EXPENSES
    1,499,714       2,194,941       4,889,141       6,797,792  
                                 
OPERATING LOSS
    (1,365,423 )     (2,081,738 )     (4,459,886 )     (6,409,618 )
                                 
OTHER INCOME (EXPENSE)
                               
Extinguishment of debt
    -       -       -       (1,318,781 )
Interest expense, net
    (81,894 )     (76,578 )     (241,196 )     (392,652 )
Gain (loss) on foreign currency exchange
    46       (25,723 )     (6,130 )     (43,521 )
Transitional services provided to Pulse Veterinary Technologies, LLC
    -       112,500       -       337,500  
                                 
TOTAL OTHER INCOME (EXPENSE)
    (81,848 )     10,199       (247,326 )     (1,417,454 )
                                 
LOSS BEFORE INCOME TAXES
    (1,447,271 )     (2,071,539 )     (4,707,212 )     (7,827,072 )
                                 
INCOME TAX EXPENSE
    -       -       -       -  
                                 
NET LOSS
    (1,447,271 )     (2,071,539 )     (4,707,212 )     (7,827,072 )
                                 
OTHER COMPREHENSIVE INCOME
                               
Foreign currency translation adjustments
    4,623       17,128       3,589       30,416  
TOTAL COMPREHENSIVE LOSS
  $ (1,442,648 )   $ (2,054,411 )   $ (4,703,623 )   $ (7,796,656 )
                                 
LOSS PER SHARE:
                               
Net loss - basic
  $ (0.07 )   $ (0.10 )   $ (0.23 )   $ (0.41 )
Net loss - diluted
  $ (0.07 )   $ (0.10 )   $ (0.23 )   $ (0.41 )
                                 
Weighted average shares outstanding - basic
    20,907,536       20,907,536       20,907,536       19,196,236  
Weighted average shares outstanding - diluted
    20,907,536       20,907,536       20,907,536       19,196,236  
 
 
 

 
 
SANUWAVE HEALTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
   
Nine Months Ended
September 30,
2012
   
Nine Months Ended
September 30,
2011
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss
  $ (4,707,212 )   $ (7,827,072 )
Adjustments to reconcile net loss to net cash used by operating activities:
               
Amortization
    230,067       230,067  
Depreciation
    15,313       13,452  
Change in allowance for doubtful accounts
    (27,539 )     25,726  
Stock-based compensation
    719,732       550,387  
Accrued interest
    -       166,618  
Extinguishment of debt
    -       1,318,781  
Changes in assets - (increase)/decrease
               
Accounts receivable - trade
    30,817       (19,443 )
Inventory
    101,386       37,980  
Prepaid expenses
    (40,157 )     (32,740 )
Due from Pulse Veterinary Technologies, LLC
    27,837       (84,650 )
Other
    1       (133 )
Changes in liabilities - increase/(decrease)
               
Accounts payable
    (354,299 )     (668,431 )
Accrued employee compensation
    474,750       (628,772 )
Accrued expenses
    (16,995 )     (74,836 )
Interest payable, related parties
    -       (1,113 )
NET CASH USED BY OPERATING ACTIVITIES
    (3,546,299 )     (6,994,179 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchase of property and equipment
    (2,011 )     (36,667 )
NET CASH USED BY INVESTING ACTIVITIES
    (2,011 )     (36,667 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Proceeds from private placement
    -       8,467,121  
Proceeds from unit options exercised, related parties
    -       2,463,008  
Proceeds from unit options exercised
    -       1,437,326  
Payment of principal on capital lease
    (3,399 )     -  
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES
    (3,399 )     12,367,455  
                 
EFFECT OF EXCHANGE RATES ON CASH
    3,589       30,416  
                 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    (3,548,120 )     5,367,025  
                 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    3,909,383       417,457  
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 361,263     $ 5,784,482  
                 
SUPPLEMENTAL INFORMATION
               
Cash paid for interest, related parties
  $ 242,903     $ 242,903  
Cash paid for capital lease interest
  $ 676     $ -  
NON-CASH INVESTING AND FINANCING ACTIVITIES
               
Capital stock issued in exchange for notes payable, related parties
  $ -     $ 4,413,908