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): October 24, 2016
LeMaitre Vascular, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-33092
| Delaware | 04-2825458 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
63 Second Avenue
Burlington, MA 01803
(Address of principal executive offices, including zip code)
781-221-2266
(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:
| ☐ | 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)) |
Item 2.02. Results of Operations and Financial Condition.
On October 26, 2016, LeMaitre Vascular, Inc. (the “Company”) issued a press release regarding its financial and operational results for the quarter ended September 30, 2016. A copy of the press release is furnished as Exhibit 99.1 to this Report.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On October 24, 2016 and effective as of that date, Cornelia W. LeMaitre resigned from the Board of Directors of LeMaitre Vascular, Inc. (the “Company”).
(d) On October 24, 2016, the Board of Directors (the “Board”) of the Company appointed Joseph P. Pellegrino, Jr. as a director, effective immediately. Mr. Pellegrino will serve as a Class III director and will hold office until the Company’s 2018 annual stockholders meeting, subject to his earlier resignation, removal or death. Mr. Pellegrino also serves as the Company’s Chief Financial Officer, Treasurer and Secretary.
There are no arrangements or understandings between Mr. Pellegrino and any other persons pursuant to which he was selected as a director.
Mr. Pellegrino has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are furnished or filed as part of this Report, as applicable:
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press release issued by LeMaitre Vascular, Inc. on October 26, 2016. | |
Signature(s)
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.
| LeMaitre Vascular, Inc. | ||||||
| Date: October 26, 2016 | By: | Joseph P. Pellegrino, Jr. | ||||
| /s/ JOSEPH P. PELLEGRINO, JR. | ||||||
| Joseph P. Pellegrino, Jr. | ||||||
| Chief Financial Officer | ||||||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press release issued by LeMaitre Vascular, Inc. on October 26, 2016. | |
Exhibit 99.1
LeMaitre Q3 2016 Record Sales $23.2 mm (+22%), Record Op. Income $5.3 mm (+61%)
BURLINGTON, MA, October 26, 2016 - LeMaitre Vascular, Inc. (Nasdaq:LMAT), a provider of vascular devices, today reported Q3 2016 results, provided increased guidance, and announced a $0.045/share dividend.
Q3 2016 Results
| • | Record sales of $23.2mm, +22% vs. Q3 2015 |
| • | Record operating income of $5.3mm vs. $3.3mm, +61% |
| • | Record net income of $3.2mm vs. $2.1mm, +54% |
| • | Record earnings of $0.17 per diluted share vs. $0.11, +48% |
| • | Record EBITDA of $6.1mm vs $4.0mm, +55% |
| • | Cash & equivalents up $5.3mm during the quarter to $34.7mm |
Q3 2016 sales of $23.2mm increased 22% (+20% organic) vs. Q3 2015. XenoSure and valvulotomes led growth. International sales and Americas sales both increased 22%.
Gross margin improved to 73.3% in Q3 2016 from 71.0% in Q3 2015 largely due to XenoSure and other production efficiencies, improved product mix, and average selling price increases.
Operating expenses in Q3 2016 were $11.7mm, a 15% increase vs. the year-earlier quarter. The Company ended the quarter with 91 sales reps vs. 82 at the end of Q3 2015.
George W. LeMaitre, Chairman and CEO said, “Sales increased 22% in Q3, while operating profits were up 61%. We continue to pursue 10% annual sales growth and 20% annual profit growth.”
Business Outlook
The Company is providing Q4 2016 guidance and raising full-year 2016 guidance as summarized below:
Guidance Summary
| Previous (7/27/2016) |
Current | |||
| Q4 2016 Sales | N/A | $23.1mm (+13% reported, +13% organic) | ||
| Q4 2016 Gross Margin | N/A | 73.0% | ||
| Q4 2016 Operating Income | N/A | $4.7mm (+52%, 20% op. margin) | ||
| 2016 Sales | $88.3mm (+13% reported, +12% organic) |
$89.0mm (+14% reported, +12% organic) | ||
| 2016 Gross Margin | 70.5% | 71.5% | ||
| 2016 Operating Income | $15.9mm (+38%, 18% op. margin) |
$17.1mm (+49%, 19% op. margin) |
Baxter Vascu-Guard Safety Alert
On June 24, 2016, Baxter Healthcare Corporation (Baxter) issued a safety alert requesting that hospitals discontinue and quarantine the use of certain lots of its Vascu-Guard peripheral vascular patches. On August 11, 2016 Baxter began releasing newly manufactured lots to fulfill orders while continuing their investigation related to the safety alert. During Q3 2016, LeMaitre Vascular recorded approximately $1.4mm in incremental XenoSure patch sales related to the Baxter issue. The Company expects to retain approximately $500,000 of the increased patch sales in Q4 2016.
Quarterly Dividend
On October 24, 2016, the Company’s Board of Directors approved a quarterly dividend of $0.045/share of common stock. The dividend will be paid December 5, 2016 to shareholders of record on November 21, 2016.
Conference Call Reminder
Management will conduct a conference call at 5:00pm ET today to review the Company’s financial results and discuss its business outlook for the remainder of the year. The conference call will be broadcast live over the Internet. Individuals who are interested in listening to the webcast should log on to the Company’s website at www.lemaitre.com/investor. The conference call may also be accessed by dialing 844-239-5284 (+1 512-961-6497 for international callers), using passcode 3268033. For individuals unable to join the live conference call, a replay will be available on the Company’s website.
A reconciliation of GAAP to non-GAAP results is included in the tables attached to this release.
About LeMaitre Vascular
LeMaitre Vascular is a provider of devices for the treatment of peripheral vascular disease, a condition that affects more than 20 million people worldwide. The Company develops, manufactures and markets disposable and implantable vascular devices to address the needs of its core customer, the vascular surgeon.
LeMaitre and the LeMaitre Vascular logo are registered trademarks of LeMaitre Vascular, Inc. This press release contains other trademarks and trade names of the Company.
For more information about the Company, please visit http://www.lemaitre.com.
Use of Non-GAAP Financial Measures
LeMaitre Vascular management believes that in order to better understand the Company’s short-term and long-term financial trends, investors may wish to consider certain non-GAAP financial measures as a supplement to financial performance measures prepared in accordance with GAAP. Non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles and do not have standardized meanings. These non-GAAP measures result from facts and circumstances that may vary in frequency and/or impact on continuing operations. Non-GAAP measures should be considered in addition to, and not as a substitute for, financial performance measures in accordance with GAAP. In addition to the description provided below, reconciliation of GAAP to non-GAAP results is provided in the financial statement tables included in this press release.
In this press release, the Company has reported non-GAAP sales growth percentages after adjusting for the impact of foreign currency exchange, business development transactions, and/or other events as well as EBITDA or earnings before interest, taxes, depreciation and amortization. The Company refers to the calculation of non-GAAP sales percentages as “organic.” The Company analyzes non-GAAP sales on a constant currency basis, net of acquisitions and other non-recurring events, and EBITDA to better measure the comparability of results between periods. Because changes in foreign currency exchange rates have a non-operating impact on net sales, and acquisitions, product discontinuations, and other strategic transactions are episodic in nature and are highly variable to the reported sales results, the Company believes that evaluating growth in sales on a constant currency basis net of such transactions provides an additional and meaningful assessment of sales to management. The Company believes that evaluating EBITDA provides an approximation of the cash generating ability of its operations.
Forward-Looking Statements
The Company’s current financial results, as discussed in this release, are preliminary and unaudited, and subject to adjustment. This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements in this press release regarding the Company’s business that are not historical facts may be “forward-looking statements” that involve risks and uncertainties. Specifically, forward-looking statements in this release include, but are not limited to, statements about the Company’s expectations regarding Q4 2016 and 2016 sales, gross margin and operating income levels. Forward-looking statements are based on management’s current, preliminary expectations and are subject to risks and uncertainties that could cause actual results to differ from the results expected, including, but not limited to, the risk that the Company may not realize the anticipated benefits of its strategic activities; the risk that assumptions about the market for the Company’s products and the productivity of the Company’s direct sales force and distributors may not be correct; risks related to the integration of acquisition targets; risks related to product demand and market acceptance of the Company’s products and pricing; the risk that a recall of our products could result in significant costs or negative publicity; the risk that the XenoSure product is not as accretive and does not achieve the gross margins currently anticipated by the Company; the risk that the Company is not successful in transitioning to a direct-selling model in new territories; adverse or fluctuating conditions in the general domestic and global economic markets and other risks and uncertainties included under the heading “Risk Factors” in our most recent Annual Report on Form 10-K, as updated by our subsequent filings with the SEC, all of which are available on the Company’s investor relations website at http://www.lemaitre.com and on the SEC’s website at http://www.sec.gov. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events, or circumstances after the date they were made, or to reflect the occurrence of unanticipated events.
CONTACT: J.J. Pellegrino, CFO
LeMaitre Vascular
781-425-1691
jjpellegrino@lemaitre.com
LEMAITRE VASCULAR, INC (NASDAQ: LMAT)
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
| September 30, 2016 | December 31, 2015 | |||||||
| (unaudited) | ||||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 34,650 | $ | 27,451 | ||||
| Accounts receivable, net |
12,176 | 11,971 | ||||||
| Inventory |
17,430 | 15,205 | ||||||
| Prepaid expenses and other current assets |
3,979 | 3,557 | ||||||
|
|
|
|
|
|||||
| Total current assets |
68,235 | 58,184 | ||||||
| Property and equipment, net |
7,490 | 7,022 | ||||||
| Goodwill |
18,206 | 17,789 | ||||||
| Other intangibles, net |
5,872 | 6,336 | ||||||
| Deferred tax assets |
1,327 | 1,205 | ||||||
| Other assets |
176 | 168 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 101,306 | $ | 90,704 | ||||
|
|
|
|
|
|||||
| Liabilities and stockholders’ equity |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 1,148 | $ | 1,366 | ||||
| Accrued expenses |
10,308 | 8,837 | ||||||
| Acquisition-related obligations |
608 | 165 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
12,064 | 10,368 | ||||||
| Deferred tax liabilities |
1,680 | 1,678 | ||||||
| Other long-term liabilities |
872 | 774 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
14,616 | 12,820 | ||||||
| Stockholders’ equity |
||||||||
| Common stock |
200 | 197 | ||||||
| Additional paid-in capital |
84,837 | 82,094 | ||||||
| Retained earnings |
13,568 | 8,161 | ||||||
| Accumulated other comprehensive loss |
(3,213 | ) | (4,049 | ) | ||||
| Treasury stock |
(8,702 | ) | (8,519 | ) | ||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
86,690 | 77,884 | ||||||
|
|
|
|
|
|||||
| Total liabilities and stockholders’ equity |
$ | 101,306 | $ | 90,704 | ||||
|
|
|
|
|
|||||
LEMAITRE VASCULAR, INC (NASDAQ: LMAT)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(amounts in thousands, except per share amounts)
(unaudited)
| For the three months ended | For the nine months ended | |||||||||||||||
| September 30, 2016 | September 30, 2015 | September 30, 2016 | September 30, 2015 | |||||||||||||
| Net sales |
$ | 23,216 | $ | 19,025 | $ | 65,863 | $ | 57,869 | ||||||||
| Cost of sales |
6,197 | 5,509 | 19,121 | 18,106 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit |
17,019 | 13,516 | 46,742 | 39,763 | ||||||||||||
| Operating expenses: |
||||||||||||||||
| Sales and marketing |
6,541 | 5,489 | 19,353 | 16,866 | ||||||||||||
| General and administrative |
3,595 | 3,455 | 10,343 | 10,375 | ||||||||||||
| Research and development |
1,539 | 1,421 | 4,619 | 3,904 | ||||||||||||
| Gain on divestiture |
— | (360 | ) | (360 | ) | |||||||||||
| Medical device excise tax |
— | 190 | — | 554 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total operating expenses |
11,675 | 10,195 | 34,315 | 31,339 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income from operations |
5,344 | 3,321 | 12,427 | 8,424 | ||||||||||||
| Other income: |
||||||||||||||||
| Other income (loss), net |
(37 | ) | (182 | ) | (19 | ) | (135 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
5,307 | 3,139 | 12,408 | 8,289 | ||||||||||||
| Provision for income taxes |
2,078 | 1,047 | 4,415 | 3,061 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
$ | 3,229 | $ | 2,092 | $ | 7,993 | $ | 5,228 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Earnings per share of common stock |
||||||||||||||||
| Basic |
$ | 0.17 | $ | 0.12 | $ | 0.43 | $ | 0.30 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted |
$ | 0.17 | $ | 0.11 | $ | 0.42 | $ | 0.29 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Weighted - average shares outstanding: |
||||||||||||||||
| Basic |
18,524 | 17,865 | 18,423 | 17,625 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted |
19,248 | 18,497 | 19,103 | 18,136 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Cash dividends declared per common share |
$ | 0.045 | $ | 0.040 | $ | 0.135 | $ | 0.120 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
LEMAITRE VASCULAR, INC (NASDAQ: LMAT)
SELECTED NET SALES INFORMATION
(amounts in thousands)
(unaudited)
| For the three months ended | For the nine months ended | |||||||||||||||||||||||||||||||
| September 30, 2016 | September 30, 2015 | September 30, 2016 | September 30, 2015 | |||||||||||||||||||||||||||||
| $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||
| Net Sales by Geography |
||||||||||||||||||||||||||||||||
| Americas |
$ | 14,528 | 63 | % | $ | 11,916 | 63 | % | $ | 39,594 | 60 | % | $ | 35,870 | 62 | % | ||||||||||||||||
| International |
8,688 | 37 | % | 7,109 | 37 | % | 26,269 | 40 | % | 21,999 | 38 | % | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total Net Sales |
$ | 23,216 | 100 | % | $ | 19,025 | 100 | % | $ | 65,863 | 100 | % | $ | 57,869 | 100 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| For the nine months ended | ||||||||||||||||||||||||||||||||
| September 30, 2016 | ||||||||||||||||||||||||||||||||
| $ | % | |||||||||||||||||||||||||||||||
| Net Sales by Product Category |
||||||||||||||||||||||||||||||||
| Biologics |
$ | 17,270 | 26 | % | ||||||||||||||||||||||||||||
| Non-biologics |
48,593 | 74 | % | |||||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||||
| Total Net Sales |
$ | 65,863 | 100 | % | ||||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||||
LEMAITRE VASCULAR, INC (NASDAQ: LMAT)
NON-GAAP FINANCIAL MEASURES
(amounts in thousands)
(unaudited)
| Reconciliation between GAAP and Non-GAAP sales growth: |
||||||||||||
| For the three months ending September 30, 2016 |
||||||||||||
| Net sales as reported |
$ | 23,216 | ||||||||||
| Impact of currency exchange rate fluctuations |
(71 | ) | ||||||||||
| Net impact of acquisitions excluding currency |
(336 | ) | ||||||||||
|
|
|
|||||||||||
| Adjusted net sales |
$ | 22,809 | ||||||||||
| For the three months ending September 30, 2015 |
||||||||||||
| Net sales as reported |
$ | 19,025 | ||||||||||
| Net impact of divestitures excluding currency |
(15 | ) | ||||||||||
|
|
|
|||||||||||
| Adjusted net sales |
$ | 19,010 | ||||||||||
|
|
|
|||||||||||
| Adjusted net sales increase for the three months ending September 30, 2016 |
$ | 3,799 | 20 | % | ||||||||
|
|
|
|
|
|||||||||
| Reconciliation between GAAP and Non-GAAP sales growth: |
||||||||||||
| For the three months ending December 31, 2016 |
||||||||||||
| Net sales per guidance |
$ | 23,100 | ||||||||||
| Impact of currency exchange rate fluctuations |
133 | |||||||||||
| Net impact of acquisitions excluding currency |
(330 | ) | ||||||||||
|
|
|
|||||||||||
| Adjusted net sales |
$ | 22,903 | ||||||||||
| For the three months ending December 31, 2015 |
||||||||||||
| Net sales as reported |
$ | 20,483 | ||||||||||
| Net impact of divestitures excluding currency |
(136 | ) | ||||||||||
|
|
|
|||||||||||
| Adjusted net sales |
$ | 20,347 | ||||||||||
|
|
|
|||||||||||
| Adjusted net sales increase for the three months ending December 31, 2016 |
$ | 2,556 | 13 | % | ||||||||
|
|
|
|
|
|||||||||
| Reconciliation between GAAP and Non-GAAP sales growth: |
||||||||||||
| For the year ending December 31, 2016 |
||||||||||||
| Net sales per guidance |
$ | 88,965 | ||||||||||
| Impact of currency exchange rate fluctuations |
167 | |||||||||||
| Net impact of acquisitions excluding currency |
(1,243 | ) | ||||||||||
|
|
|
|||||||||||
| Adjusted net sales |
$ | 87,889 | ||||||||||
| For the year ending December 31, 2015 |
||||||||||||
| Net sales as reported |
$ | 78,352 | ||||||||||
| Net impact of divestitures excluding currency |
(153 | ) | ||||||||||
|
|
|
|||||||||||
| Adjusted net sales |
$ | 78,199 | ||||||||||
|
|
|
|||||||||||
| Adjusted net sales increase for the year ending December 31, 2016 |
$ | 9,690 | 12 | % | ||||||||
|
|
|
|
|
|||||||||
| For the three months ended | For the nine months ended | |||||||||||||||
| September 30, 2016 | September 30, 2015 | September 30, 2016 | September 30, 2015 | |||||||||||||
| Reconciliation between GAAP and Non-GAAP EBITDA |
||||||||||||||||
| Net income as reported |
$ | 3,229 | $ | 2,092 | $ | 7,993 | $ | 5,228 | ||||||||
| Interest (income) expense, net |
(24 | ) | (3 | ) | (55 | ) | (7 | ) | ||||||||
| Amortization and depreciation expense |
846 | 825 | 2,658 | 2,497 | ||||||||||||
| Provision for income taxes |
2,078 | 1,047 | 4,415 | 3,061 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| EBITDA |
$ | 6,129 | $ | 3,961 | $ | 15,011 | $ | 10,779 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| EBITDA percentage increase |
55 | % | 39 | % | ||||||||||||
|
|
|
|
|
|||||||||||||