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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2024

Glaukos Corporation

(Exact name of registrant as specified in its charter)

Delaware

    

001-37463

    

33-0945406

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

One Glaukos Way

    

Aliso Viejo

California

92656

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (949) 367-9600

(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))

Title of each class:

    

Trading Symbol

    

Name of each exchange on which registered:

Common Stock

GKOS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.  

EXPLANATORY NOTE

On July 31, 2024, Glaukos Corporation (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) with the Securities and Exchange Commission (the “SEC”) to furnish its earnings press release (the “Earnings Release”), and quarterly summary (the “Quarterly Summary”), each disclosing financial results for its second quarter ended June 30, 2024. This Current Report on Form 8-K/A amends the Initial Report to correct certain financial information included in the Earnings Release and the Quarterly Summary as further described below. This Current Report on Form 8-K/A. should be read in conjunction with the Initial Report.

Item 2.02. Results of Operations and Financial Condition.

On July 31, 2024, the Company issued the Earnings Release, a copy of which was furnished as Exhibit 99.1 to the Initial Report. On August 2, 2024, the Company filed with the SEC its Quarterly Report on Form 10-Q for its second quarter ended June 30, 2024 (its “Quarterly Report”). In preparing the final Quarterly Report, the Company, in consultation with its independent registered public accounting firm, concluded that, in connection with the exchange agreements entered into with certain holders of eighty percent of its 2.75% Convertible Senior Notes due 2027 (Exchange Transaction) that occurred in June 2024, the acceleration of approximately $3.3 million of unamortized non-cash debt issuance costs should have been accounted for as a decrease in additional paid-in capital, rather than as an interest expense, as was reflected in the Earnings Release and Quarterly Summary. In the financial statements contained in the Earnings Release and the Quarterly Summary, interest expense, total non-operating expense, loss before taxes, and net loss for the three and six months ended June 30, 2024 each were overstated by $3.3 million, basic and diluted net loss per share was overstated by $0.06 and $0.07 for the three and six months ended June 30, 2024, respectively, and additional paid-in capital and accumulated deficit were overstated by an offsetting, corresponding $3.3 million. Each of these items is correctly reported in the Company’s Quarterly Report. The revised accounting treatment did not impact the non-GAAP financial results as reported in the Earnings Release and the Quarterly Summary.

Financial statements reflecting the foregoing revisions to the financial information included in the Earnings Release and Quarterly Summary are attached to this Current Report on Form 8-K/A as Exhibit 99.1. The Earnings Release and Quarterly Summary have also been updated to reflect the foregoing revisions and are available on the Company’s website at investors.glaukos.com.

The information contained in this Item 2.02 and in the accompanying Exhibit 99.1shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

    

Description

99.1

 

Updated Financial Statements of Glaukos Corporation for the second quarter ended June 30, 2024

104

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

SIGNATURE

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.

 

GLAUKOS CORPORATION
(Registrant)  

 

By:

/s/ Alex R. Thurman

 

 

Name:

Alex R. Thurman 

 

 

Title:

Senior Vice President & Chief Financial Officer

Date: August 2, 2024

Exhibit 99.1

GLAUKOS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share amounts)

Three Months Ended

Six Months Ended

 

June 30,

June 30,

    

2024

    

2023

    

2024

    

2023

Net sales

$

95,690

$

80,399

$

181,312

$

154,298

Cost of sales

22,550

20,103

42,808

38,174

Gross profit

73,140

60,296

138,504

116,124

Operating expenses:

Selling, general and administrative

66,188

53,137

128,163

106,787

Research and development

34,426

33,234

65,152

68,405

Acquired in-process research and development

2,500

3,000

14,229

3,000

Total operating expenses

103,114

89,371

207,544

178,192

Loss from operations

(29,974)

(29,075)

(69,040)

(62,068)

Non-operating expense:

Interest income

2,828

1,894

5,911

3,542

Interest expense

(3,354)

(3,399)

(6,804)

(6,807)

Charges associated with convertible senior notes

(18,012)

(18,012)

Other expense, net

(1,701)

(1,797)

(2,729)

(1,269)

Total non-operating expense

(20,239)

(3,302)

(21,634)

(4,534)

Loss before taxes

(50,213)

(32,377)

(90,674)

(66,602)

Income tax provision

331

435

708

836

Net loss

$

(50,544)

$

(32,812)

$

(91,382)

$

(67,438)

Basic and diluted net loss per share

$

(1.00)

$

(0.68)

$

(1.82)

$

(1.40)

Weighted average shares used to compute basic and diluted net loss per share

50,715

48,281

50,169

48,082

1


GLAUKOS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par values)

    

June 30,

    

December 31,

 

2024

2023

(unaudited)

Assets

Current assets:

Cash and cash equivalents

$

68,075

$

93,467

Short-term investments

193,589

201,964

Accounts receivable, net

51,217

39,850

Inventory

56,480

41,986

Prepaid expenses and other current assets

14,420

18,194

Total current assets

383,781

395,461

Restricted cash

4,733

5,856

Property and equipment, net

100,230

103,212

Operating lease right-of-use assets

26,430

27,146

Finance lease right-of-use asset

42,970

44,180

Intangible assets, net

275,673

282,956

Goodwill

66,134

66,134

Deposits and other assets

19,725

15,469

Total assets

$

919,676

$

940,414

Liabilities and stockholders' equity

Current liabilities:

Accounts payable

$

11,560

$

13,440

Accrued liabilities

58,523

60,574

Total current liabilities

70,083

74,014

Convertible senior notes

56,692

282,773

Operating lease liability

29,912

30,427

Finance lease liability

70,009

70,538

Deferred tax liability, net

7,142

7,144

Other liabilities

20,678

13,752

Total liabilities

254,516

478,648

Stockholders' equity:

Preferred stock, $0.001 par value; 5,000 shares authorized; no shares issued or outstanding

Common stock, $0.001 par value; 150,000 shares authorized; 54,852 and 49,148 shares issued and 54,824 and 49,120 shares outstanding as of June 30, 2024 and December 31, 2023, respectively

55

49

Additional paid-in capital

1,353,495

1,059,751

Accumulated other comprehensive income

2,191

1,165

Accumulated deficit

(690,449)

(599,067)

Less treasury stock (28 shares as of June 30, 2024 and December 31, 2023)

(132)

(132)

Total stockholders’ equity

665,160

461,766

Total liabilities and stockholders' equity

$

919,676

$

940,414

2


GLAUKOS CORPORATION

GAAP to Non-GAAP Reconciliations

(in thousands, except per share amounts and percentage data)

(unaudited)

Q2 2024

Q2 2023

    

GAAP

    

Adjustments

    

Non-GAAP

    

GAAP

    

Adjustments

    

Non-GAAP

 

Cost of sales

$

22,550

$

(5,523)

(a)

$

17,027

$

20,103

$

(5,523)

(a)

$

14,580

Gross Margin

76.4

%  

5.8

%  

82.2

%  

75.0

%  

6.9

%  

81.9

%

Operating expenses:

Selling, general and administrative

$

66,188

$

(705)

(b)

$

65,483

$

53,137

$

(705)

(b)

$

52,432

Loss from operations

$

(29,974)

$

6,228

$

(23,746)

$

(29,075)

$

6,228

$

(22,847)

Non-operating expense:

Charges associated with convertible senior notes

$

(18,012)

$

18,012

(c)

$

$

$

$

Net loss

$

(50,544)

$

24,240

(d)

$

(26,304)

$

(32,812)

$

6,228

(d)

$

(26,584)

Basic and diluted net loss per share

$

(1.00)

$

0.48

$

(0.52)

$

(0.68)

$

0.13

$

(0.55)

(a)

Cost of sales adjustment related to amortization of developed technology intangible assets associated with the acquisition of Avedro, Inc. (Avedro) of $5.5 million.

(b)

Avedro acquisition-related amortization expense of customer relationship intangible assets of $0.7 million.

(c)

Expenses associated with the exchange of convertible senior notes, consisting of a non-cash inducement charge of $17.4 million and direct transaction costs of $0.6 million.

(d)

Includes total tax effect for non-GAAP pre-tax adjustments. For non-GAAP adjustments associated with the U.S., the tax effect is $0 given the Company's U.S. taxable loss positions in both 2024 and 2023.

3


GLAUKOS CORPORATION

GAAP to Non-GAAP Reconciliations

(in thousands, except per share amounts and percentage data)

(unaudited)

Year-to-Date Q2 2024

Year-to-Date Q2 2023

    

GAAP

    

Adjustments

    

Non-GAAP

    

GAAP

    

Adjustments

    

Non-GAAP

 

Cost of sales

$

42,808

$

(11,046)

(a)

$

31,762

$

38,174

$

(11,046)

(a)

$

27,128

Gross Margin

76.4

%  

6.1

%  

82.5

%  

75.3

%  

7.1

%  

82.4

%

Operating expenses:

Selling, general and administrative

$

128,163

$

(1,410)

(b)

$

126,753

$

106,787

$

(1,410)

(b)

$

105,377

Loss from operations

$

(69,040)

$

12,456

$

(56,584)

$

(62,068)

$

12,456

$

(49,612)

Non-operating expense:

Charges associated with convertible senior notes

$

(18,012)

$

18,012

(c)

$

$

$

$

Net loss

$

(91,382)

$

30,468

(d)

$

(60,914)

$

(67,438)

$

12,456

(d)

$

(54,982)

Basic and diluted net loss per share

$

(1.82)

$

0.61

$

(1.21)

$

(1.40)

$

0.26

$

(1.14)

(a)

Cost of sales adjustment related to amortization of developed technology intangible assets associated with the acquisition of Avedro, Inc. (Avedro) of $11.0 million.

(b)

Avedro acquisition-related amortization expense of customer relationship intangible assets of $1.4 million.

(c)

Expenses associated with the exchange of convertible senior notes, consisting of a non-cash inducement charge of $17.4 million and direct transaction costs of $0.6 million.

(d)

Includes total tax effect for non-GAAP pre-tax adjustments. For non-GAAP adjustments associated with the U.S., the tax effect is $0 given the Company's U.S. taxable loss positions in both 2024 and 2023.

4


Reported Sales vs. Prior Periods (in thousands)

Year-over-Year Percent Change

Quarter-over-Quarter Percent Change

    

2Q 2024

    

2Q 2023

    

1Q 2024

    

Reported

    

Operations (1)

    

Currency (2)

    

Reported

    

Operations (1)

    

Currency (2)

International Glaucoma

$

26,131

$

22,305

$

25,238

17.1

%  

21.0

%  

(3.9%)

3.5

%  

5.1

%  

(1.6%)

Total Net Sales

$

95,690

$

80,399

$

85,622

19.0

%  

20.1

%  

(1.1%)

11.8

%  

12.2

%  

(0.4%)

(1)

Operational growth excludes the effect of translational currency

(2)

Calculated by converting the current period numbers using the prior period’s average foreign exchange rates

5


v3.24.2.u1
Document and Entity Information
Jul. 31, 2024
Document and Entity Information  
Document Type 8-K/A
Document Period End Date Jul. 31, 2024
Entity Registrant Name Glaukos Corporation
Entity File Number 001-37463
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 33-0945406
Entity Address, Address Line One One Glaukos Way
Entity Address, City or Town Aliso Viejo
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92656
City Area Code 949
Local Phone Number 367-9600
Title of 12(b) Security Common Stock
Trading Symbol GKOS
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001192448
Amendment Flag false

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