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COMPANY NOTE January 31, 2013

Sunshine Heart, Inc. (SSH)


Intriguing Technology For Attractive Market: Initiate at Overweight
CONCLUSION

Overweight

We are initiating coverage of Sunshine Heart with an Overweight rating and a $10/share target price. SSH has developed a type of ventricular assist device (VAD) that is designed to enhance the efficiency of the heart for patients suffering from heart failure. We view SSH as having passed a number of development and regulatory hurdles including IDE approval for a pivotal trial in the US for ultimate FDA approval. Overall we like the VAD market; it is large, underserved, and technological advances are providing clear benefit. Two key issues will dictate the future valuation for SSH: timing of FDA approval and the efficacy and safety that can be established in the multi-center trials. All in, we believe the current risk-reward for shares of SSH is positive and we recommend purchase of the shares at current levels.

PRICE: US$5.93 TARGET: US$10.00 30% discount rate on 6.0x CY17 Sales of $44.8M (assuming 9.2M shares outstanding) Thomas J. Gunderson Sr Research Analyst, Piper Jaffray & Co. 612 303-6467, thomas.j.gunderson@pjc.com Changes Rating Price Tgt FY13E Rev (mil) FY14E Rev (mil) FY13E EPS FY14E EPS 52-Week High / Low Shares Out (mil) Market Cap. (mil) Avg Daily Vol (000) Book Value/Share Net Cash Per Share Debt to Total Capital Yield Fiscal Year End Previous Current Overweight US$10.00 US$2.4 US$8.7 US$(1.88) US$(1.63)

Unique Product And Benefits. We are intrigued with SSH's C-Pulse device given

the device's minimally invasive approach to enhancing the heart's pumping action, while implanted outside of the blood stream. This approach avoids complications with stroke or thrombus which have emerged with traditional VADs, and represents a key clinical benefit. An additional benefit relates to up front and total cost of treatment, with an anticipated ~$60K ASP relative to LVADs which are priced at $100K+, shorter hospitalization times, and a lower incidence of re-hospitalization post-implant.

Expansive Market Opportunity. According to the American Heart Association there

are 5.1 million Americans suffering from CHF. Clinical literature puts the proportion of NYHA Class III heart failure at ~20% of that number or roughly ~1.0M potential patients. Assuming a 10-20% applicability hurdle for potential implants, based on comorbidities, cost/reimbursement, and a $60K ASP, we project a $6-$12 billion addressable market for C-Pulse.

US$22.90 / US$2.50 9.2 US$54.6 66 US$1.78 US$1.90 0% 0.00% Dec

Price Performance - 1 Year


USD

20

Catalysts Ahead. Near-term catalysts include initial patient enrollment in US and

15

European clinical trials expected in 1Q13. Importantly, additional clinical data should be forthcoming from SSH's 50 patient European post market surveillance study by mid-year 2013. Management has estimated a ~2.5 year enrollment period for their 388 patient US pivotal trial. However, with site reimbursement by CMS and most private insurers, and relatively few competing trials, that timeframe may prove conservative. We assign our high growth/unique technology 6.0x EV/NTM Sales multiple to our estimated FY17 sales of $44.8M, and we apply a 30% discount rate to account for clinical trial uncertainty to arrive at our $10 price target.

10

0 Feb-12 Apr-12 Jun-12 Aug-12 Oct-12 Dec-12

Valuation.

Source: Bloomberg

R I S K S T O A C H I E V E M E N T O F P R I C E TA R G E T

Clinical and regulatory risks, as well as competitive threats from alternative device and pharmacologic treatments of heart failure.
COMPANY DESCRIPTION

Sunshine Heart is an early-stage medical device company, focused on developing, manufacturing, and commercializing C-Pulse Heart Assist System for treatment of CHF.
YEAR
2012E 2013E 2014E

REVENUE (US$ m)
Mar 0.0A 0.1 1.6 Jun 0.0A 0.6 2.1 Sep 0.0A 0.6 2.2 Dec 0.0 1.1 2.8 FY 0.0 2.4 8.7 FY RM NA 22.7x 6.3x Mar (0.66)A (0.45) (0.38) Jun (0.42)A (0.51) (0.44)

EARNINGS PER SHARE (US$)


Sep (0.42)A (0.44) (0.43) Dec (0.48) (0.48) (0.38) FY (1.96) (1.88) (1.63) FY P/E NM NM NM

Piper Jaffray does and seeks to do business with companies covered in its research reports. As a result, investors should be aware that the firm may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decisions. This report should be read in conjunction with important disclosure information, including an attestation under Regulation Analyst certification, found on pages 13 - 14 of this report or at the following site: http://www.piperjaffray.com/researchdisclosures. Sunshine Heart, Inc. Page 1 of 14

Company Note

I N V E S T M E NT H I G H L I G HT S

SSH has developed a ventricular assist device (VAD) that is designed to enhance the efficiency of the heart. The semi-implantable device like other VADs, requires an external powerline, but uniquely uses a relatively simple counterpulsation technology to increase cardiac output, coronary artery blood flow and reduce the hearts pumping workload. The C-Pulse does not come in contact with the blood stream, theoretically increasing the safety profile of the product. We view SSH as having passed a number of development and regulatory hurdles, and it is now poised to execute a pivotal trial in the US for FDA approval.

Exhibit 1 C-PULSE SYSTEM

Source: Company reports

Unique Product: We view the technology behind SSHs C-Pulse as intriguing given the device manages to enhance the hearts pumping action without actually coming in contact with the blood. A cuff is placed around the ascending aorta. The C-Pulses cycle alternately inflates, increasing flow to the heart, and deflates, creating negative pressure pulling blood from the left ventricle. The design allows for a higher pumping efficiency, without the product actually touching the blood stream. Why is this important? Traditional VADs (THOR and HTWR have the two best known) are inserted directly into the coronary vasculature. With one end inserted in the ventricle and the other into the aortablood passes through the pumping system inside these VADs and is propelled from the ventricle to

Sunshine Heart, Inc.

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Company Note

the aorta. The C-Pulse rhythm is coordinated through sensing leads, similar to those on a pacemaker. This pulsatile balloon system can be contrasted to a mechanical device interacting within the blood stream where higher levels of stroke have been measured with the traditional VADs. Clogging of the pump mechanism from clotting has also been noted in VADs. To minimize the problems with traditional VADs, physicians often use blood thinning drugs which can reduce clotting, but the drugs can have sometimes dangerous side effects. With the C-Pulse, the clotting and stroke rates are expected to be less than the other VADs. And consequently fewer blood thinners will be used, resulting in fewer bleeding complications. In short, not touching the blood directly should be safer. In addition to the no touch benefit, because C-Pulse is enhancing the normal heart beat, rather than replacing it, the device can be unplugged for short periods of time. We view the convenience benefit of being able to shower or engage in other short duration activities as a positive for patient QOL. A Compelling Market for CHF Products: By treating heart failure, Sunshine Heart will be participating in one of the largest underserved cardiology markets. Data from the American Heart Association suggest there are 5.1 million Americans suffering from CHF. And according to the CDC, over 1 million hospitalizations are attributed to CHF annually. CHF can be further subdivided in Classes I-IV. The current VADs are directed at the sickest patients, Class IV. SSHs C-Pulse product is designed for Class III patients and ambulatory Class IV, a larger, less sick population (note: according to an article by Dr Ali Ahmed et al, the proportions of patients in New York Heart Association (NYHA) classes I, II, III, and IV are 19.8%, 58.1%, 20.9%, and 1.2%, respectively). For assessing the market opportunity for CHF products, we have chosen to use the prevalence of CHF, rather than incidence. The high emergency, outpatient, and inpatient metrics for CHF along with the high rate of physician office visits for the disease lead us to using prevalence. For SSH, on a prevalence of 5.1 million, the number of potential Class III C-Pulse candidates would be ~1.1 Million. At our roughly $60k estimate for C-Pulse pricing, a $66B total US market opportunity should pass muster with most investor screens, with a $6-$12 billion adressable market based on comorbidity, cost/reimbursement and other patient exclusion factors. We like the VAD space based on a multi-year growth outlook that is well above the general medtech average, and we view SSH as presenting a unique method for assisting the pumping action of the left ventricle. We see clinical benefits related to the product being located entirely out of the blood stream. Two key issues will dictate the future valuation for SSH: timing of FDA approval and the efficacy and safety that can be established in the clinical trials. We believe the current risk-reward for shares of SSH is positive and we recommend purchase of the shares at current levels.

V A L UA T I ON

Valuation for a pre-revenue medical device stock is difficult. Generally we look at comparable company revenue multiples and then discount a future theoretical valuation to the present. For SSH, the best pure comparable is the early commercialization of HTWR.

Sunshine Heart, Inc.

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Company Note

HTWR traded at EV/revenue multiple of 9.0x 2010, and ~7.0x when we launched coverage in November of 2009, although actual revenue eventually far surpassed the estimates at that time. Typically our high growth, unique technology medtech stocks trade in a range of 5-7x EV/NTM revenue.

Exhibit 2

VALUATION ANALYSIS
($ Millions)
Ticker Company
HTWR Heartware

Price (11/13/2009)
$32.25

Enterprise Consensus Revenue Value CY09E CY10E CY11E


$320 $20 $36 $47

EV/ CY Sales CY09E CY10E CY11E


16.0x 8.9x 6.8x

CY10E Sales Growth %


80%

CY11E Sales Growth %


31%

Ticker Company
SSH Sunshine Heart

Last Price $5.93

CY13E CY14E CY15E $38


$3 $9 $21

CY13E 14.7x

CY14E CY15E
4.2x 1.8x

CY14E Sales Growth % 249%

CY15E Sales Growth % 132%

Source: FactSet,Thomson One, Piper Jaffray Estimates

For SSH, we believe the European market could reach $30M+ in sales by 2017 and with FDA approval in 2H17, related US commercial implants could contribute ~$10M more of 2017 revenue. Note that Heartwares HVAD achieved $50M in revenues in its second year post-CE Mark, but in an established market with reimbursement. We are adding an additional two years of market building for the C-Pulse to achieve $44.8M in total revenues, and note that the current focus in Europe is on data generation to support reimbursement, rather than driving high implant volumes. The US market, with full PMA approval and reimbursement could add another $100M of revenue by 2020.

Exhibit 3

COMPARABLE GROUP VALUATION ANALYSIS


($ Millions)
Ticker Company
DXCM HTWR ELGX PODD HNSN Dexcom Heartware Endologix Insulet Hansen Medical

Last Price
$15.06 $90.34 $15.24 $23.27 $2.42

Enterprise Consensus Revenue Value CY13E CY14E CY15E


$990 $1,284 $896 $1,267 $157 $128 $186 $132 $268 $28 $165 $247 $168 $323 $37 $221 $324 $200 $366 N/A

CY13E
7.7x 6.9x 6.8x 4.7x 5.6x

EV/ CY Sales CY14E CY15E


6.0x 5.2x 5.3x 3.9x 4.2x 4.5x 4.0x 4.5x 3.5x N/A

CY14E Sales Growth %


29% 33% 27% 21% 33%

CY15E Sales Growth %


34% 31% 19% 13% N/A

Mean Median SSH SUNSHINE HEART $5.93 $38


$3 $9 $21

6.4x 6.8x 14.7x

4.9x 5.2x
4.2x

4.1x 4.2x
1.8x

29% 29% 249%

24% 25% 132%

Source: FactSet,Thomson One, Piper Jaffray Estimates

While we see time risk and normal clinical risks, given our positive view on the technology and the management team we are suggesting a 6.0x $44.8M FY17 revenue base discounted

Sunshine Heart, Inc.

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Company Note

back 4 years at a 30% discount rate resulting in our $10 price target. Our 6.0x EV/sales multiple is consistent with the high growth names in Exhibit 3. Our application of the multiple to 2017 revenue implies a 4 year (2013-2016) discount period to arrive at a present value price target. Progress on Sunshines US pivotal trial and data generation from the European post-market surveillance study, should reduce clinical risks, resulting in better visibility of US commercialization, and a lower discount rate.

Exhibit 4

VALUATION METHODOLOGY
CY17 Revenue Revenue Multiple Discounted @ 30% Net Cash Assumption: Shares Price Target $ 94.2 $ $ 94.2 9.2 $ 10 $ 44.8 6.0x $ 269.0

Note: millions except revenue multiple


Source: Company reports, Piper Jaffray Estimates

U P C OM I N G C A TA L Y S T S

For the near term the key investor milestones will be related to clinical trial advancement in the US and Europe, and cash management. For the US we will watch enrollment progress with patient 1 in early 2013 and the ramp to 388 enrolled sometime in 2014-5. For Europe, same start time, but expectations are for enrollment to be complete in roughly 18 months with interim looks at outcomes. With minimal revenues, the cost of running the trials and the company will fall outside current cash on hand. SSH currently has $14.2M million on hand and no long term debt. We estimate the cash burn at ~$3.5-$4.5M per quarter, leaving SSH with about a year of cash remaining. SSH raised ~$19 million (net plus over-allotment) in an August 2012 equity deal (3 million shares incl. a partial shoe@$7/share). The Company announced a $25 million as needed equity based deal with Aspire Capital in early 2013. Other potential sources of cash run the gamut from debt, to strategic investments to distribution fees.

Sunshine Heart, Inc.

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Company Note

Exhibit 5

Estimated Date 1Q-2013 1Q-2013 1Q-2013 (Late March) 1Q-2013 (May) Mid-2013

Event First U.S. Trial Enrollment First EU Trial Implant 4Q12 Earnings/Cash burn 1Q13 Earnings/Cash burn First Release of EU Data

Source: Company reports, Piper Jaffray Estimates

B A C KG R O U N D

Sunshine Heart is headquartered in Eden Prairie, MN and was founded in November 1999 and incorporated in Delaware in August 2002. Sunshine Hearts common stock has been publicly traded in the U.S. on the NASDAQ since February 2012, and in the form of CHESS Depositary Interests, or CDIs, in Australia on the Australian Securities Exchange, or ASX, since September 2004. The company has ~30 full-time employees. The company is focused on developing, manufacturing, and commercializing the C-Pulse Heart Assist System for treatment of Class III and ambulatory Class IV heart failure. The C-Pulse Heart Assist System utilizes the scientific principles of intra-aortic balloon counterpulsation applied in an extra-aortic approach to assist the left ventricle by reducing the workload required to pump blood throughout the body, while increasing blood flow to the coronary arteries. Evidence of C-Pulse safety and efficacy: SSH completed a 20 patient feasibility trial for the C-Pulse under FDA guidelines. Results were presented at the 2011 and 2012 TCT meetings. Efficacy data at 12-month follow-up included a mean NYHA class reduction of -1.2 (-1.0 denotes a responder to therapy), a mean Quality of Life (QOL) improvement of -24.6 (-7.0 demonstrates material improvement in patient QOL), and mean six minute hall walk improvement of 46.8 meters compared to patients pre-implantation ability. Safety data recorded no stroke or MI events, with one death due to repeat surgery to treat a sternal infection which was unrelated to the device. The main notable adverse event was drive-line exit site infections, which the company has since addressed with modifications to the mechanism used at the exit site. At 12 month follow-up 3 of 20 patients(15%) were rehospitalized due to worsening heart failure, with two of those incidents related to noncompliance to utilization rate protocol (20% utilization versus 80% per protocol; note: product can be unplugged by the patient). Notably, median hospital stays of 8.1 days for the minimally invasive procedure compare favorably to LVAD implantation hospital stays which for reference ranged from 16-31 days in HTWRs recently published HVAD BTT

Sunshine Heart, Inc.

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Company Note

trial. Finally, use of inotropes was discontinued in four patients, while diuretic use was reduced or discontinued in 12 out of 16 patients. The results of the feasibility trial while encouraging, do not guarantee successful FDA approval and commercialization. From an investment standpoint, we see some risk in trial execution (as we do with almost all pivotal trials). Still, we view the preliminary data positively. The physicians and SSH personnel involved in these trials are highly qualified and experienced. The FDA protocol as we understand it, appears straightforward and reasonable. The mechanism of action seems logical. We believe a European trial (see details below) will help confirm the safety and efficacy of C-Pulse. Pricing and Reimbursement: Currently, SSH management plans on charging for the C-Pulse in its US pivotal trial. We estimate the price will be roughly $60K. In addition, the FDA has cleared the C-Pulse as a category B device, meaning CMS payment is probable. As noted in the CMS regulations: Medicare contractors are responsible for making the coverage determinations on all FDA-approved Category B devices. Coverage decisions should be made for FDA approved investigational device exemptions (IDEs), as they currently are made for FDA approved devices, i.e., the contractor shall apply Medicares usual criteria and procedures for making coverage decisions. We believe the C-Pulse will be paid under the same DRGs as current LVADs ( DRG 1 and 2), meaning a roughly $125k- $200k reimbursement level for the hospitals. Separate from clinical trial costs, we believe most hospitals should be able to perform the procedures profitably on most patients, given the lower cost of the device, (e.g. the HTWR HVAD was roughly $85K in its trials) And, with the SSH trial enrolling less sick, Class III patients as compared to Class IV for LVADs, the length of stay for C-Pulse patients is likely to be shorter and the total cost of hospitalization less. FDA timeline: Enrollment is expected to need 388 patients randomized 1:1 against optimal medical treatment. As the statistics will be Bayesian, the total enrollment number will be based on how long it takes to reach a pre-determined number of incidents. SSH management is expecting enrollment to take 30 months. First patients could be enrolled in the next several weeks, translating to 2H15 for completion of enrollment, one year safety follow up in mid 2016, and possible FDA approval in late 2017. For comparison we note a 22 month enrollment period for HTWRs Endurance trial. The Endurance trial for destination therapy for Class IV heart failure was 450 patients randomized 2:1 to HTWRs HVAD vs. the control of an approved LVAD (most likely the HM2). Utilizing 50 centers, enrollment began in August 2010 and was completed in early May 2012. SSHs trial is a new technology, for a new group of CHF patients and may take longer than the HVAD trial. Another possible advantage for HTWRs Endurance trial over SSHs US pivotal is that all Endurance patients received an LVAD of some sort, whereas in SSHs trial, the control will receive optimum medical treatment which may be viewed by the potential candidates as an obstacle to enrolling in a device trial. EU timeline: C-Pulse received CE Mark approval in July 2012. The 2013 strategy is to use distributors for a limited commercialization that centers on a clinical trial similar to the US protocol. Despite having regulatory approval, physicians and payors still need more confirmatory efficacy and safety data as well as proper patient selection and post-operative

Sunshine Heart, Inc.

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Company Note

care guidelines. Reimbursement is sparse for C-Pulse in Europe, but management intends to tap into academic research budgets to conduct a 50 patient trial. The key heart centers will be targeted, with emphasis on Germany, Italy and possibly UK centers to be enrolled. We expect the first patients to enter the study in 1Q13. We anticipate full enrollment in mid-2014. But unlike the US trial, we envision regular clinical data updates on the European trial outcomes possibly in mid-2013, and beyond. These updates will also serve as early check points for financial and strategic investors. Heart centers focus on less sick patients: We anticipate transplant and VAD centers to represent the majority of early C-Pulse implants. Still, in the clinical trials, new hospitals will also be added. While CMS coverage and requirements will be important, by going upstream to Class III CHF, we expect a younger patient group, more comparable to a BTT population as opposed to the more sick, and heavy prevalence of Medicare patients within a DT population. Management: In our experience, the most critical factor for success at small companies is management. For SSH, we have been impressed over the last three years with CEO Rosa. He has taken low risk, measured steps to build this interesting idea into a $61 million market cap company with ~$14M in cash on hand. CE mark has been granted and the US pivotal trial is underway. The company has 30 full-time employees, and of the dozen or so that we have met, we have been impressed with the quality and experience in their cumulative backgrounds. Key medical advisors are a whos who of CHF. The Board of Directors is a mix of solid business/financial minds and successful serial medtech entrepreneurs.

I N V E S T M E NT R I S KS

Clinical risks. 2013 and 2014 will be critical years for SSH from a clinical standpoint. SSHs 50 patient post-market surveillance study in Europe will provide investors a subsequent look at key efficacy data. Both the EU trial and SSHs US pivotal trial primary efficacy endpoints will likely be defined as freedom from worsening heart failure resulting in hospitalization, LVAD implant, heart transplant, and heart failure related death. While the US feasibility trial results provided reasonable support for safety and efficacy, we are always cautious on applying small trial results to larger populations. In addition, the US pivotal trial with its 388 patient total enrollment represents a large trial for a company SSHs size to manage. The trial could present unforeseen enrollment and/or ongoing management challenges. Regulatory risks. Successfully navigating FDAs PMA approval process has become a difficult undertaking for any medtech company. The process can be long and slow, and is often time fraught with delays and setbacks. Ultimate FDA approval of C-Pulse is not guaranteed, and should SSH fail to eventually secure approval, commercial prospects for the device would be limited to much smaller international markets.

Sunshine Heart, Inc.

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Company Note

Competitive risks. The majority of Class III and Class IV heart failure patients still receive pharmacological treatment and a smaller percentage are treated with LVADs and other medical devices. Other medical device competitors that treat or may in the future treat Class III or ambulatory Class IV heart failure patients are AbioMed (ABMD, West), Berlin Heart, CardioKinetix, CircuLite, HeartWare (HTWR, West), Jarvik Heart, MicroMed Technology, SynCardia, Terumo Heart, and Thoratec Corporation (THOR, West). Several of these competitors are larger than Sunshine Heart, and have significantly greater financial resources and brand recognition. The C-Pulse system has been implanted in a limited number of individuals to date, and the efficacy and potential competitive disadvantages of the C-Pulse System relative to these competitors are not fully known at this time. Financing/partnering risks. SSH currently has $14.3M of cash or roughly a years worth of cash. The Company announced a $25 million as needed equity based deal with Aspire Capital in early 2013. The likelihood exists that SSH will require additional capital to complete the clinical trial and regulatory process. The company has already secured an investment from an unnamed strategic medtech investor suggesting the potential for partnering or a flat out purchase. However, the potential also exists for SSH to return to the equity capital markets and dilute current investors.

Sunshine Heart, Inc.

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Piper Jaffray Thom Gunderson (612) 303-6467

Sunshine Heart
Income Statement Fiscal Year ends December 31 in $ millions (except per share data) FY 2010 Revenues Costs of revenue Gross Profit Sales General & Administrative Research & Development Other Total operating expenses Operating Income (Loss) Other income (expense), net Net loss before income taxes Income tax expense Net loss (excl. Non-recurring items) Non-recurring items Net loss (GAAP) EPS (excl. Non-recurring items) EPS (GAAP) Weighted-average number of Shares used in Basic and Diluted net loss per share 0.4 0.0 0.4 2.6 6.2 8.8 (8.4) 0.2 (8.3) 0.7 (7.6) 0.0 (7.6) ($2.63) ($2.63) FY 2011 0.0 0.0 0.0 5.4 11.2 16.6 (16.6) 0.2 (16.3) 0.1 (16.2) (16.2) ($2.98) ($2.98) Q1 Mar-12 0.0 0.0 0.0 1.9 2.2 4.1 (4.1) 0.0 (4.1) (4.1) (4.1) ($0.66) ($0.66) Q2 Jun-12 0.0 0.0 0.0 1.6 1.8 3.4 (3.4) 0.0 (3.4) 0.7 (2.6) (2.6) ($0.42) ($0.42) Q3 Sep-12 0.0 0.0 0.0 1.5 1.8 3.3 (3.3) 0.0 (3.3) (3.3) (3.3) ($0.42) ($0.42) Q4E Dec-12 0.0 0.0 0.0 2.1 2.3 4.4 (4.4) 0.0 (4.4) (4.4) (4.4) ($0.48) ($0.48) FY E 2012 0.0 0.0 0.0 7.1 8.1 15.2 (15.2) 0.0 (15.1) 0.7 (14.4) (14.4) ($1.96) ($1.96) Q1E Mar-13 0.1 0.1 0.0 2.0 2.3 4.3 (4.3) 0.0 (4.3) (4.3) (4.3) ($0.45) ($0.45) Q2E Jun-13 0.6 0.4 0.1 2.3 2.8 5.1 (5.0) 0.0 (5.0) (5.0) (5.0) ($0.51) ($0.51) Q3E Sep-13 0.6 0.5 0.1 2.1 2.4 4.5 (4.4) 0.0 (4.4) (4.4) (4.4) ($0.44) ($0.44) Q4E Dec-13 1.1 0.8 0.2 2.3 3.1 5.5 (5.2) 0.0 (5.2) (5.2) (5.2) ($0.48) ($0.48) FY E 2013 2.4 1.8 0.5 8.6 10.7 19.3 (18.8) 0.0 (18.8) 0.0 (18.8) (18.8) ($1.88) ($1.88) Q1E Mar-14 1.6 1.1 0.5 2.4 3.2 5.6 (5.1) 0.0 (5.1) (5.1) (5.1) ($0.38) ($0.38) Q2E Jun-14 2.1 1.4 0.7 2.9 3.7 6.6 (5.9) 0.0 (5.9) (5.9) (5.9) ($0.44) ($0.44) Q3E Sep-14 2.2 1.4 0.8 2.9 3.8 6.7 (5.9) 0.0 (5.9) (5.9) (5.9) ($0.43) ($0.43) Q4E Dec-14 2.8 1.6 1.2 3.4 3.5 6.9 (5.7) 0.0 (5.7) (5.7) (5.7) ($0.38) ($0.38) FY E 2014 8.7 5.6 3.1 11.6 14.2 25.8 (22.7) 0.0 (22.7) 0.0 (22.7) (22.7) ($1.63) ($1.63) FY E 2015 12.2 5.8 6.3 13.0 14.6 27.6 (21.3) 0.0 (21.3) 0.0 (21.3) (21.3) ($1.18) ($1.18) FY E 2016 17.9 7.7 10.2 14.3 14.7 29.0 (18.7) 0.0 (18.7) 0.0 (18.7) (18.7) ($0.99) ($0.99) FY E 2017 44.8 16.8 28.0 28.1 16.0 44.1 (16.1) 0.0 (16.1) 0.0 (16.1) (16.1) ($0.82) ($0.82)

2.9

5.4

6.2

6.3

7.8

9.2

7.4

9.5

9.7

10.0

11.0

10.0

13.5

13.6

13.7

15.0

13.9

18.1

18.9

19.7

Growth Analysis (Yr/Yr) Revenues COGS Gross Profit Operating Expenses Operating Income Net Income EPS (excl. Non-recurrring items) Margin Analysis Gross Margin Operating Margin Net Margin Percent of Sales COGS Sales General & Administrative Research and Development Operating Expenses Tax Rate

NA NA NA NA NA NA NA

NA NA NA NA NA NA NA

NA NA NA NA NA NA NA

NA NA NA NA NA NA NA

NA NA NA NA NA NA NA

NA NA NA NA NA NA NA

NA NA NA NA NA NA NA

NA NA NA NA NA NA NA

NA NA NA NA NA NA NA

NA NA NA NA NA NA NA

NA NA NA NA NA NA NA

1301.8% 1126.5% 2002.6% 30.8% NA NA NA

279.8% 217.3% 514.9% 30.8% NA NA NA

264.8% 204.0% 480.4% 48.8% NA NA NA

160.8% 96.4% 376.2% 26.5% NA NA NA

270.7% 204.2% 505.0% 33.8% NA NA NA

39.4% 4.8% 100.5% 7.0% NA NA NA

47.2% 31.2% 62.0% 4.8% NA NA NA

150.7% 119.2% 174.3% 52.3% NA NA NA

100.0% -2107.5% -1895.0%

NA NA NA

NA NA NA

NA NA NA

NA NA NA

NA NA NA

NA NA NA

20.0% -3730.0% -3730.0%

21.0% -879.0% -879.0%

22.0% -738.0% -738.0%

23.0% -482.0% -482.0%

22.1% -799.0% -799.0%

30.0% -320.0% -320.0%

34.0% -276.0% -276.0%

35.0% -275.0% -275.0%

42.0% -203.0% -203.0%

36.1% -260.2% -260.2%

51.9% -175.6% -175.6%

57.2% -104.8% -104.8%

62.6% -35.8% -35.8%

0.0% 657.5% 1550.0% 2207.5% -8.5%

NA NA NA NA NA

NA NA NA NA NA

NA NA NA NA NA

NA NA NA NA NA

NA NA NA NA NA

NA NA NA NA NA

80.0% 1750.0% 2000.0% 3750.0% 0.0%

79.0% 400.0% 500.0% 900.0% 0.0%

78.0% 350.0% 410.0% 760.0% 0.0%

77.0% 215.0% 290.0% 505.0% 0.0%

77.9% 367.7% 453.4% 821.1% 0.0%

70.0% 150.0% 200.0% 350.0% 0.0%

66.0% 135.0% 175.0% 310.0% 0.0%

65.0% 135.0% 175.0% 310.0% 0.0%

58.0% 120.0% 125.0% 245.0% 0.0%

63.9% 132.9% 163.4% 296.3% 0.0%

48.1% 107.0% 120.5% 227.5% 0.0%

42.8% 80.0% 82.0% 162.0% 0.0%

37.4% 62.7% 35.6% 98.4% 0.0%

Current disclosure information for this company is located at http://www.piperjaffray.com/researchdisclosures.

1/31/2013

Sunshine Heart, Inc.

Page 10 of 14

Piper Jaffray Thom Gunderson (612) 303-6467

Sunshine Heart
Balance Sheet Fiscal Year ends December 31 in $ millions (except per share data) FY 2010 Cash & cash equivalents Accounts recievable, net Other current assets Total Current Assets PP&E, net Other assets Total Assets 12.4 0.2 0.2 12.8 0.1 0.0 12.9 FY 2011 6.6 0.0 0.3 6.9 0.5 0.0 7.4 Q1 Mar-12 3.8 0.0 0.6 4.5 0.5 0.0 5.0 Q2 Jun-12 1.8 0.0 0.6 2.4 0.5 0.0 2.9 Q3 Sep-12 17.4 0.0 0.7 18.1 0.5 0.0 18.6 Q4E Dec-12 13.7 0.0 0.7 14.4 0.5 0.0 14.9 FY E 2012 13.7 0.0 0.7 14.4 0.5 0.0 14.9 Q1E Mar-13 10.1 0.2 0.1 10.4 0.4 0.0 10.8 Q2E Jun-13 5.2 0.2 0.3 5.7 0.4 0.0 6.1 Q3E Sep-13 43.7 0.4 0.3 44.4 0.3 0.0 44.7 Q4E Dec-13 38.9 0.4 0.6 39.9 0.2 0.0 40.2 FY E 2013 38.9 0.4 0.6 39.9 0.2 0.0 40.2 Q1E Mar-14 33.7 0.4 1.0 35.2 0.2 0.0 35.3 Q2E Jun-14 28.9 0.6 1.3 30.8 0.1 0.0 30.9 Q3E Sep-14 24.6 0.6 1.2 26.5 0.1 0.0 26.5 Q4E Dec-14 99.2 0.8 1.6 101.6 0.0 0.0 101.6 FY E 2014 99.2 0.8 1.6 101.6 0.0 0.0 101.6 FY E 2015 79.2 0.8 2.1 82.1 (0.5) 0.0 81.5 FY E 2016 64.8 1.0 2.9 68.7 (1.7) 0.0 67.0 FY E 2017 53.3 4.0 10.3 67.6 (2.8) 0.0 64.8

Accounts payable Accrued expenses Other current liabilities Total Current Liabilities Long-term debt Other long-term liabilities Total Liabilities Preferred stock Common stock Additional paid-in capital Foreign Translation Adj. & Retained Earnings Total Stockholder's equity Total Liabilities and Equity Balance Sheet Data Return on Avg. Assets Return on Avg. Equity Gross Cash Per Share Net Debt (Cash) Per Share Book Value Per Share Shares Outstanding Total Debt/Total Assets Total Debt/Equity Total Debt/Total Debt + Equity Working Capital Working Capital (ex-cash) Net Debt (Cash)

0.7 0.1 0.0 0.8 0.0 0.0 0.8

1.9 1.0 0.0 2.8 0.0 0.0 2.8

1.6 0.4 0.0 2.0 0.0 0.0 2.0

1.6 0.6 0.0 2.3 0.0 0.0 2.3

1.6 0.7 0.0 2.3 0.0 0.0 2.3

1.4 0.7 0.0 2.2 0.0 0.0 2.2

1.4 0.7 0.0 2.2 0.0 0.0 2.2

0.9 0.7 0.0 1.6 0.0 0.0 1.6

1.3 0.9 0.0 2.2 0.0 0.0 2.2

1.2 0.8 0.0 2.1 0.0 0.0 2.1

1.7 1.0 0.0 2.7 0.0 0.0 2.7

1.7 1.0 0.0 2.7 0.0 0.0 2.7

1.4 1.1 0.0 2.5 0.0 0.0 2.5

1.9 1.3 0.0 3.3 0.0 0.0 3.3

2.0 1.3 0.0 3.4 0.0 0.0 3.4

2.3 1.4 0.0 3.7 0.0 0.0 3.7

2.3 1.4 0.0 3.7 0.0 0.0 3.7

2.3 1.4 0.0 3.7 0.0 0.0 3.7

2.7 1.7 0.0 4.4 0.0 0.0 4.4

5.3 3.3 0.0 8.6 0.0 0.0 8.6

0.0 60.1 (48.0) 12.1 12.9

0.0 68.7 (64.1) 4.6 7.4

0.0 71.0 (68.1) 2.9 5.0

0.0 71.3 (70.7) 0.6 2.9

0.0 90.3 (74.0) 16.3 18.6

0.0 86.7 (74.0) 12.7 14.9

0.0 86.7 (74.0) 12.7 14.9

0.0 83.2 (74.0) 9.2 10.8

0.0 77.9 (74.0) 3.9 6.1

0.0 116.6 (74.0) 42.6 44.7

0.0 111.5 (74.0) 37.5 40.2

0.0 111.5 (74.0) 37.5 40.2

0.0 106.8 (74.0) 32.8 35.3

0.0 101.6 (74.0) 27.6 30.9

0.0 97.2 (74.0) 23.2 26.5

0.0 171.9 (74.0) 97.9 101.6

0.0 171.9 (74.0) 97.9 101.6

0.0 151.8 (74.0) 77.8 81.5

0.0 136.6 (74.0) 62.6 67.0

0.0 130.2 (74.0) 56.2 64.8

-58.8% -62.7% $4.29 ($4.29) $4.20 2.9 0.0% 0.0% 0.0% 12.0 (0.4) (12.4)

-179.1% -231.9% $1.21 ($1.21) $0.85 5.4 0.0% 0.0% 0.0% 4.1 (2.5) (6.6)

-281.0% -463.0% $0.62 ($0.62) $0.48 6.2 0.0% 0.0% 0.0% 2.4 (1.4) (3.8)

-727.0% -1599.1% $0.28 ($0.28) $0.10 6.3 0.0% 0.0% 0.0% 0.1 (1.6) (1.8)

-267.9% -339.4% $2.24 ($2.24) $2.10 7.8 0.0% 0.0% 0.0% 15.8 (1.6) (17.4)

-86.0% -99.2% $1.49 ($1.49) $1.38 9.2 0.0% 0.0% 0.0% 12.2 (1.5) (13.7)

-86.0% -99.2% $1.87 ($1.87) $1.73 7.4 0.0% 0.0% 0.0% 12.2 (1.5) (13.7)

-113.3% -132.9% $1.07 ($1.07) $0.97 9.5 0.0% 0.0% 0.0% 8.8 (1.4) (10.1)

-199.6% -258.5% $0.54 ($0.54) $0.40 9.7 0.0% 0.0% 0.0% 3.5 (1.7) (5.2)

-70.7% -77.3% $4.39 ($4.39) $4.28 10.0 0.0% 0.0% 0.0% 42.3 (1.3) (43.7)

-44.3% -46.9% $3.55 ($3.55) $3.42 11.0 0.0% 0.0% 0.0% 37.2 (1.7) (38.9)

-44.3% -46.9% $3.89 ($3.89) $3.74 10.0 0.0% 0.0% 0.0% 37.2 (1.7) (38.9)

-52.0% -55.9% $2.51 ($2.51) $2.44 13.5 0.0% 0.0% 0.0% 32.7 (1.1) (33.7)

-62.2% -68.2% $2.13 ($2.13) $2.04 13.6 0.0% 0.0% 0.0% 27.5 (1.4) (28.9)

-77.2% -87.3% $1.81 ($1.81) $1.70 13.7 0.0% 0.0% 0.0% 23.1 (1.5) (24.6)

-35.4% -37.5% $6.61 ($6.61) $6.53 15.0 0.0% 0.0% 0.0% 97.9 (1.2) (99.2)

-35.4% -37.5% $7.13 ($7.13) $7.04 13.9 0.0% 0.0% 0.0% 97.9 (1.2) (99.2)

-25.4% -26.5% $4.37 ($4.37) $4.30 18.1 0.0% 0.0% 0.0% 78.4 (0.8) (79.2)

-27.2% -29.0% $3.43 ($3.43) $3.31 18.9 0.0% 0.0% 0.0% 64.3 (0.5) (64.8)

-25.6% -29.3% $2.71 ($2.71) $2.85 19.7 0.0% 0.0% 0.0% 59.0 5.7 (53.3)

Current disclosure information for this company is located at http://www.piperjaffray.com/researchdisclosures.

1/31/2013

Sunshine Heart, Inc.

Page 11 of 14

Piper Jaffray Thom Gunderson (612) 303-6467

Sunshine Heart
Cash Flow Statement Fiscal Year ends December 31 in $ millions (except per share data) FY 2010 Net Income (Loss) Adjustments: Depreciation and Amortization Loss on disposal of plant and equipment Stock-compensation expense Expense for warrants issued w/ service agreement Other Inc. (dec.) in cash flows from op assets and liabilities: Accounts receivable Inventory Deferred revenue Prepaid expenses and other assets Accounts payable, accrued expenses, & other liabilities Other assets & liabilities Net cash used in operating activities Purchase of property, plant and equipment Acquisitions Other Net cash provided by (used for) investing activities Proceeds from issuance of long-term debt, net of issuance costs Principal payments of long term debt Proceeds from exercise of stock options and warrants Proceeds from the issuance of common stock, net of offering expenses Other Net cash provided by (used for) financing activities Effect of foreign exchange rates on cash Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period (7.6) 0.0 0.0 0.1 0.0 0.0 (0.1) 0.0 0.0 0.0 0.5 (0.1) (7.2) (0.0) 0.0 0.0 (0.0) 0.0 0.0 0.0 11.9 0.0 11.9 0.6 5.3 7.0 12.3 FY 2011 Q1 Mar-12 (4.1) $ 0.0 0.1 0.3 0.0 0.0 0.0 0.0 0.0 0.0 (0.8) (0.3) (4.8) (0.1) 0.0 0.0 (0.1) 0.0 0.0 0.0 2.1 0.0 2.1 0.1 (2.7) 6.6 3.8 Q2 Jun-12 (2.6) $ 0.0 0.0 0.3 0.0 0.0 0.0 0.0 0.0 0.0 0.2 0.0 (2.0) (0.0) 0.0 0.0 (0.0) 0.0 0.0 0.0 0.0 0.0 0.0 (0.0) (2.1) 3.8 1.8 Q3 Sep-12 (3.3) 0.0 0.0 0.3 0.2 0.0 0.0 0.0 0.0 0.0 (0.0) (0.0) (2.9) (0.0) 0.0 0.0 (0.0) 0.0 0.0 0.0 18.6 0.0 18.6 (0.0) 15.7 1.8 17.4 Q4E Dec-12 (4.4) 0.0 0.0 0.3 0.0 0.0 0.0 0.0 0.0 0.0 (0.1) (0.0) (4.2) (0.0) FY E 2012 (14.4) 0.1 0.1 1.2 0.2 Q1E Mar-13 (4.3) 0.0 0.0 0.3 0.0 0.0 (0.2) 0.6 0.6 (0.6) (0.5) (0.0) (4.1) 0.0 Q2E Jun-13 (5.0) 0.0 0.0 0.3 0.0 0.0 0.0 (0.3) (0.3) (0.3) 0.1 (0.0) (5.5) 0.0 Q3E Sep-13 (4.4) 0.0 0.0 0.3 0.0 0.0 (0.2) 0.0 0.0 0.3 0.4 (0.0) (3.6) 0.0 Q4E Dec-13 (5.2) 0.0 0.0 0.3 0.0 0.0 0.0 (0.3) (0.3) 0.3 0.5 (0.0) (4.8) 0.0 FY E 2013 (18.8) 0.1 0.0 1.1 0.0 0.0 (0.4) 0.0 0.0 (0.4) 0.4 (0.1) (17.9) 0.1 0.0 0.0 0.1 0.0 0.0 0.0 43.0 0.0 43.0 0.0 25.2 13.7 38.9 Q1E Mar-14 (5.1) 0.0 0.0 0.5 0.0 0.0 0.0 (0.4) (0.4) 0.4 (0.2) (0.0) (5.2) 0.0 Q2E Jun-14 (5.9) 0.0 0.0 0.5 0.0 0.0 (0.2) (0.3) (0.3) 0.7 0.6 (0.0) (4.9) 0.0 Q3E Sep-14 (5.9) 0.0 0.0 0.5 0.0 0.0 0.0 0.1 0.1 0.2 0.9 (0.0) (4.2) 0.0 Q4E Dec-14 (5.7) 0.0 0.0 0.5 0.0 0.0 (0.2) (0.4) (0.4) 0.3 0.4 (0.0) (5.5) 0.0 FY E 2014 (22.7) 0.1 0.0 2.0 0.0 0.0 (0.4) (1.0) (1.0) 1.6 1.6 (0.1) (19.8) 0.1 0.0 0.0 0.1 0.0 0.0 0.0 80.0 0.0 80.0 0.0 60.3 38.9 99.2 FY E 2015 (21.3) 0.1 0.0 2.4 0.0 0.0 0.0 (0.5) (0.5) 0.2 (0.7) (0.1) (20.4) 0.4 0.0 0.0 0.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 (20.0) 99.2 79.2 FY E 2016 (18.7) 0.1 0.0 3.0 0.0 0.0 (0.2) (0.8) (0.8) 1.3 0.9 (0.1) (15.4) 1.0 0.0 0.0 1.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 (14.4) 79.2 64.8 FY E 2017 (16.1) 0.1 0.0 3.0 0.0 0.0 (3.0) (7.4) (7.4) 11.4 7.0 (0.1) (12.5) 1.0 0.0 0.0 1.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 (11.5) 64.8 53.3

(16.2) $ 0.1 0.0 0.9 0.0 0.0 0.3 0.0 0.0 0.0 2.0 (0.2) (13.1) (0.5) 0.0 0.0 (0.5) 0.0 0.0 0.0 7.6 0.0 7.6 0.1 (5.8) 12.3 6.6

0.0 0.0 0.0 0.0 (0.7) (0.4) (13.8) (0.2) 0.0 0.0 (0.2) 0.0 0.0 0.0 21.1 0.0 21.1 0.1 7.2 6.6 13.7

(0.0)

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.5 0.5 0.0 (3.7) 17.4 13.7

0.5 0.5 0.0 (3.6) 13.7 10.1

0.5 0.5 0.0 (4.9) 10.1 5.2

42.0 42.0 0.0 38.5 5.2 43.7

0.0 0.0 0.0 (4.7) 43.7 38.9

0.0 0.0 0.0 (5.2) 38.9 33.7

0.0 0.0 0.0 (4.9) 33.7 28.9

0.0 0.0 0.0 (4.2) 28.9 24.6

80.0 80.0 0.0 74.5 24.6 99.2

Current disclosure information for this company is located at http://www.piperjaffray.com/researchdisclosures.

1/31/2013

Sunshine Heart, Inc.

Page 12 of 14

COMPANY NOTE January 31, 2013

IMPORTANT RESEARCH DISCLOSURES

Notes: The boxes on the Rating and Price Target History chart above indicate the date of the Research Note, the rating, and the price target. Each box represents a date on which an analyst made a change to a rating or price target, except for the first box, which may only represent the first Note written during the past three years. Legend: I: Initiating Coverage R: Resuming Coverage T: Transferring Coverage D: Discontinuing Coverage S: Suspending Coverage OW: Overweight N: Neutral UW: Underweight AL On/AL Off: Placed on/removed from the Alpha List maintained by Piper Jaffray (AL use discontinued March 2010) NA: Not Available UR: Under Review
Distribution of Ratings/IB Services Piper Jaffray
IB Serv./Past 12 Mos.
Rating Count Percent Count Percent

BUY [OW] HOLD [N] SELL [UW]

318 230 29

55.11 39.86 5.03

63 10 0

19.81 4.35 0.00

Note: Distribution of Ratings/IB Services shows the number of companies currently in each rating category from which Piper Jaffray and its affiliates received compensation for investment banking services within the past 12 months. FINRA rules require disclosure of which ratings most closely correspond with "buy," "hold," and "sell" recommendations. Piper Jaffray ratings are not the equivalent of buy, hold or sell, but instead represent recommended relative weightings. Nevertheless, Overweight corresponds most closely with buy, Neutral with hold and Underweight with sell. See Stock Rating definitions below.

Analyst Certification Thomas J. Gunderson, Sr Research Analyst


The views expressed in this report accurately reflect my personal views about the subject company and the subject security. In addition, no part of my compensation was, is, or will be directly or indirectly related to the specific recommendations or views contained in this report.

Sunshine Heart, Inc.

Page 13 of 14

COMPANY NOTE January 31, 2013

Research Disclosures
Piper Jaffray was making a market in the securities of Sunshine Heart, Inc. at the time this research report was published. Piper Jaffray will buy and sell Sunshine Heart, Inc. securities on a principal basis.

Rating Definitions
Stock Ratings: Piper Jaffray ratings are indicators of expected total return (price appreciation plus dividend) within the next 12 months. At times analysts may specify a different investment horizon or may include additional investment time horizons for specific stocks. Stock performance is measured relative to the group of stocks covered by each analyst. Lists of the stocks covered by each are available at www.piperjaffray.com/ researchdisclosures. Stock ratings and/or stock coverage may be suspended from time to time in the event that there is no active analyst opinion or analyst coverage, but the opinion or coverage is expected to resume. Research reports and ratings should not be relied upon as individual investment advice. As always, an investors decision to buy or sell a security must depend on individual circumstances, including existing holdings, time horizons and risk tolerance. Piper Jaffray sales and trading personnel may provide written or oral commentary, trade ideas, or other information about a particular stock to clients or internal trading desks reflecting different opinions than those expressed by the research analyst. In addition, Piper Jaffray technical research products are based on different methodologies and may contradict the opinions contained in fundamental research reports. Overweight (OW): Anticipated to outperform relative to the median of the group of stocks covered by the analyst. Neutral (N): Anticipated to perform in line relative to the median of the group of stocks covered by the analyst. Underweight (UW): Anticipated to underperform relative to the median of the group of stocks covered by the analyst.

Other Important Information


The material regarding the subject company is based on data obtained from sources we deem to be reliable; it is not guaranteed as to accuracy and does not purport to be complete. This report is solely for informational purposes and is not intended to be used as the primary basis of investment decisions. Piper Jaffray has not assessed the suitability of the subject company for any person. Because of individual client requirements, it is not, and it should not be construed as, advice designed to meet the particular investment needs of any investor. This report is not an offer or the solicitation of an offer to sell or buy any security. Unless otherwise noted, the price of a security mentioned in this report is the market closing price as of the end of the prior business day. Piper Jaffray does not maintain a predetermined schedule for publication of research and will not necessarily update this report. Piper Jaffray policy generally prohibits research analysts from sending draft research reports to subject companies; however, it should be presumed that the analyst(s) who authored this report has had discussions with the subject company to ensure factual accuracy prior to publication, and has had assistance from the company in conducting diligence, including visits to company sites and meetings with company management and other representatives. Notice to customers: This material is not directed to, or intended for distribution to or use by, any person or entity if Piper Jaffray is prohibited or restricted by any legislation or regulation in any jurisdiction from making it available to such person or entity. Customers in any of the jurisdictions where Piper Jaffray and its affiliates do business who wish to effect a transaction in the securities discussed in this report should contact their local Piper Jaffray representative. Europe: This material is for the use of intended recipients only and only for distribution to professional and institutional investors, i.e. persons who are authorised persons or exempted persons within the meaning of the Financial Services and Markets Act 2000 of the United Kingdom, or persons who have been categorised by Piper Jaffray Ltd. as professional clients under the rules of the Financial Services Authority. United States: This report is distributed in the United States by Piper Jaffray & Co., member SIPC, FINRA and NYSE, Inc., which accepts responsibility for its contents. The securities described in this report may not have been registered under the U.S. Securities Act of 1933 and, in such case, may not be offered or sold in the United States or to U.S. persons unless they have been so registered, or an exemption from the registration requirements is available. This report is produced for the use of Piper Jaffray customers and may not be reproduced, re-distributed or passed to any other person or published in whole or in part for any purpose without the prior consent of Piper Jaffray & Co. Additional information is available upon request. Copyright 2013 Piper Jaffray. All rights reserved.

Sunshine Heart, Inc.

Page 14 of 14

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