Heartware International (HTWR) 8-K Results of Operations and Financial Condition

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):
August 31, 2007

HEARTWARE LIMITED

(Exact name of registrant as specified in its charter)

State of Victoria, Australia	000-52595	98-0498958
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

Level 57
MLC Centre
19-29 Martin Place
Sydney NSW 2000
Australia

(Address of principal executive offices)

Registrant’s telephone number, including area code:
+61 2 9238 2064

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):

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

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

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

o Pre-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 August 31, 2007 the Company filed its Interim Financial Report and related financial information for the six months ended June 30, 2007 with the Australian Securities Exchange (“Australian Half Year Report”). The Australian Half Year Report is prepared in Australian dollars pursuant to Australian Accounting Standards (“AAS”) and otherwise in compliance with the requirements of Australian law and the ASX Listing Rules.

The filing of the Australian Half Year Report with the Australian Securities Exchange on August 31, 2007, follows the filing of the Company’s Form 10-Q for the same period with the Securities and Exchange Commission on August 14, 2007. The Form 10-Q is prepared in US dollars and in accordance with accounting principles generally accepted in the United States (“US GAAP”).

The only material variation in the accounting principles, practices and methods used in preparing the Form 10-Q and the Australian Half Year Report is the treatment of some research and development costs that have been capitalized and amortized for Australian purposes in the Australian Half Year Report, with these being expensed in the Form 10-Q as required by US GAAP. Reconciliation from Australian Accounting Standards to US GAAP is a follows:

	Six months			Six months
	ended			ended
	June 30, 2007			June 30, 2006
	(AU$)			(AU$)
Loss for the period, AAS		($13,633,357	)		($9,474,879	)
Add: amortization of capitalized research and development		85,972			100,382
Loss for the period, US GAAP		($13,547,384	)		($9,374,498	)

	As of			As of
	June 30,			December 31,
	2007			2006
	(AU$)			(AU$)
Total assets, AAS	$	36,963,661		$	27,890,142
Less: capitalized research and development, net		2,082,950			2,321,777
Total Assets, US GAAP		34,880,711			25,568,365
Retained earnings, AAS		($52,421,982	)		($38,788,625	)
Less: capitalized research and development		(2,453,966	)		(2,631,974	)
Add: amortization of research and development		371,017			310,197
Retained earnings, US GAAP		($54,504,932	)		($41,110,402	)

In the Australian Half Year Report, the Company is required to disclose earnings before interest, taxes, depreciation and amortization (“EBITDA”), a non-GAAP financial measure. A reconciliation of EBITDA is as follows:

	Six months			Six months
	ended			ended
	June 30, 2007			June 30, 2006
	(AU$)			(AU$)
Net loss, AAS		($13,633,357	)		($9,474,879	)
Add: depreciation and amortization		430,581			351,142.31
Less: interest income, net of expense		(399,695	)		(361,736.38	)
EBITDA		($13,602,471	)		($9,485,473	)

For a full report of the results of operations for the six months ended June 30, 2007 and the balance sheet as of June 30, 2007 in US dollars prepared in accordance with US GAAP please see the Company’s quarterly report on Form 10-Q as filed on August 14, 2007.

Item 7.01 Regulation FD Disclosure

See Item 2.02 above

Item 9.01 Financial Statements and Exhibits

Exhibit 99.01 Australian Half Year Report for the period ended June 30, 2007

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.

	HeartWare Limited
Date: August 31, 2007	By:	/s/ David McIntyre
		Name:	David McIntyre
		Title:	Chief Financial Officer