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 4, 2018
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)) |
Indicate by checkmark whether the company is an emerging growth company 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 (240.12c-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. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
On October 4, 2018, LeMaitre Vascular, Inc. (the “Company”) issued a press release regarding its financial and operational results for the quarter ended September 30, 2018. 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 9.01. | Financial Statements and Exhibits. |
The following exhibits are furnished or filed as part of this Report, as applicable:
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release issued by LeMaitre Vascular, Inc. on October 4, 2018. | |
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 4, 2018 | By: | /s/ JOSEPH P. PELLEGRINO, JR. | ||||
| Joseph P. Pellegrino, Jr. Chief Financial Officer | ||||||
Exhibit 99.1
LeMaitre Vascular Announces Preliminary Q3 2018 Results
BURLINGTON, MA, October 4, 2018 - LeMaitre Vascular, Inc. (Nasdaq:LMAT), a provider of vascular devices, implants and services, announced today Q3 2018 preliminary unaudited results, provided Q4 2018 and updated full year 2018 guidance, and announced a $0.07/share dividend.
Q3 2018 Preliminary Results
| • | Sales of $24.2mm vs. $24.8mm in Q3 2017 (-3% reported, +1% organic) |
| • | Gross margin of 71.4% vs. 70.8% |
| • | Operating income of $4.6mm vs. $5.1mm, (-9%) |
| • | Operating margin of 19% versus 20% |
| • | Net income of $4.3mm vs. $5.0mm, (-14%) |
| • | Earnings of $0.21 per diluted share vs. $0.25, (-15%) |
| • | EBITDA of $5.5mm vs. $6.0mm, (-8%) |
| • | XenoSure sales of $5.7mm vs. $5.4mm (+6% reported, +7% organic) |
On an organic basis, sales in the Americas were up 2% in Q3 2018 vs. Q3 2017, flat in Europe and down 5% in Asia-Pac Rim. Product growth in the quarter was driven by XenoSure and carotid shunts. The decline in reported sales was due in part to the April 2018 divestiture of the Reddick general surgery product lines, as well as other factors described below.
Operating expenses increased 1% in Q3 2018 to $12.6mm. At quarter’s end the Company employed 106 sales reps, a 19% increase vs. 89 at September 30, 2017. The Company recently hired a Vice President of Asia-Pac Rim, opened an Asia-Pac Rim sales office in Singapore and received Australian XenoSure approval.
Cash on hand at September 30, 2018 was $45.6mm, up $3.7mm from June 30, 2018 excluding the $11.0mm acquisition payment for Applied Medical’s clot management business.
George W. LeMaitre, Chairman and CEO said, “Q3 was a frustrating and humbling quarter, and my often-stated 10/20 aspiration for our business is now incongruous with our 2018 results. As a 16% shareholder, I know we need to do much better. We owe our shareholders higher organic sales growth and growing profits.”
Acquisition of Clot Management Business from Applied Medical
On September 20, 2018, the Company acquired the clot management business of Applied Medical for $14.2mm; $11.0mm was paid at closing and $3.2mm will be paid in two post-closing installments. The acquired business includes Syntel embolectomy and thrombectomy catheters, Python over-the-wire embolectomy catheters, Latis graft cleaning catheters and irrigation catheters. Sales of the acquired business during the latest 12-month period were $3.4mm.
The Company expects the acquired business to add $0.5mm to $0.6mm in Q4 2018 sales and to have no impact on Q4 2018 operating income due to short-term channel transition costs. Following the acquisition, the Company believes it is now the second largest provider of embolectomy catheters worldwide. The acquired catheters feature latex-free balloons, complementing LeMaitre’s latex balloon catheters.
Quarterly Dividend
On October 4, 2018, the Company’s Board of Directors approved a quarterly dividend of $0.07/share of common stock. The dividend will be paid December 6, 2018 to shareholders of record on November 20, 2018.
Q3 2018 Results Versus Prior Guidance
The following items contributed to the $1.8mm difference between the Company’s Q3 2018 preliminary sales results and the midpoint of the Company’s July 26, 2018 guidance:
| Item | Actual Sales Versus Expected |
Comment | ||
| Allografts | ($0.7mm) | WW allograft sales were down 5% in Q3 following record sales in Q2. The Company lost some inherited customers in its transition to a direct-to-hospital model from agents/distributors; tissue supply also constrained sales. | ||
| Valvulotomes | ($0.5mm) | WW valvulotome sales were down 3% in Q3 following record sales in Q2. Q3 sales were weak in direct European markets. | ||
| Export | ($0.4mm) | WW export sales to distributors were down 36% in Q3. Weakening currencies, economies and/or ordering patterns resulted in reduced orders from Turkey, Korea, Saudi Arabia, Russia, Greece, etc. | ||
| China Product Return | ($0.1mm) | Rationalizing China distribution channel | ||
| Hurricane Florence | ($0.1mm) | — | ||
| Stronger USD Since Guidance | ($0.1mm) | — |
Q4 2018 and 2018 Business Outlook
| Previous Guidance (7/26/2018) | Current Guidance | |||
| Q4 2018 Sales | NA | $25.6mm - $26.4mm (Midpoint: -1% reported, +1% organic) | ||
| Q4 2018 Gross Margin | NA | 70.3% | ||
| Q4 2018 Operating Income | NA | $4.8mm - $5.4mm (Midpoint: -20%) | ||
| Q4 2018 Earnings Per Share | NA | $0.18 - $0.20 (Midpoint: -12%) | ||
| 2018 Sales | $105.3mm - $107.9mm (Midpoint: +6% reported, +7% organic) |
$102.8mm - $103.6mm (Midpoint: +2% reported, +3% organic) | ||
| 2018 Gross Margin | 71.3% | 70.7% | ||
| 2018 Operating Income | $27.6mm - $29.4mm (Midpoint: +35%) |
$25.8mm - $26.4mm (Midpoint: +24%) | ||
| 2018 Earnings Per Share | $1.04 - $1.11 (Midpoint: +25%) |
$1.01 - $1.03 (Midpoint: +19%) |
Conference Call
Management will conduct a conference call tomorrow, October 5, 2018 at 8:00am ET 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 8692409. 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, implants and services for the treatment of peripheral vascular disease, a condition that affects more than 200 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, divestitures 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 are “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 2018 and 2018 sales, gross margin, operating income and earnings per share as well as the potential contributions of the acquired clot management business. 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 of significant fluctuations in our quarterly and annual results due to numerous factors; the risk that we may not be able to maintain our recent levels of profitability; 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 Company is not successful in transitioning to a direct-selling model in new territories; 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, which are all 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, 2018 |
December 31, 2017 |
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| (unaudited) | ||||||||
| Assets |
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| Current assets: |
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| Cash and cash equivalents |
$ | 20,104 | $ | 19,096 | ||||
| Short-term marketable securities |
25,523 | 22,564 | ||||||
| Accounts receivable, net |
13,015 | 15,000 | ||||||
| Inventory and other deferred costs |
23,876 | 21,046 | ||||||
| Prepaid expenses and other current assets |
4,293 | 2,605 | ||||||
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| Total current assets |
86,811 | 80,311 | ||||||
| Property and equipment, net |
12,197 | 12,378 | ||||||
| Goodwill |
31,544 | 23,844 | ||||||
| Other intangibles, net |
12,248 | 8,234 | ||||||
| Deferred tax assets |
1,336 | 1,378 | ||||||
| Other assets |
191 | 178 | ||||||
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| Total assets |
$ | 144,327 | $ | 126,323 | ||||
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| Liabilities and stockholders’ equity |
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| Current liabilities: |
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| Accounts payable |
$ | 1,627 | $ | 1,543 | ||||
| Accrued expenses |
11,006 | 9,770 | ||||||
| Acquisition-related obligations |
3,121 | 1,876 | ||||||
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| Total current liabilities |
15,754 | 13,189 | ||||||
| Deferred tax liabilities |
2,174 | 2,176 | ||||||
| Other long-term liabilities |
1,052 | 1,188 | ||||||
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| Total liabilities |
18,980 | 16,553 | ||||||
| Stockholders’ equity |
||||||||
| Common stock |
211 | 207 | ||||||
| Additional paid-in capital |
97,727 | 93,127 | ||||||
| Retained earnings |
41,178 | 28,333 | ||||||
| Accumulated other comprehensive loss |
(3,482 | ) | (2,289 | ) | ||||
| Treasury stock |
(10,287 | ) | (9,608 | ) | ||||
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| Total stockholders’ equity |
125,347 | 109,770 | ||||||
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| Total liabilities and stockholders’ equity |
$ | 144,327 | $ | 126,323 | ||||
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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, 2018 |
September 30, 2017 |
September 30, 2018 |
September 30, 2017 |
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| Net sales |
$ | 24,165 | $ | 24,822 | $ | 77,179 | $ | 74,714 | ||||||||
| Cost of sales |
6,910 | 7,245 | 22,458 | 22,269 | ||||||||||||
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| Gross profit |
17,255 | 17,577 | 54,721 | 52,445 | ||||||||||||
| Operating expenses: |
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| Sales and marketing |
6,622 | 6,201 | 20,504 | 19,754 | ||||||||||||
| General and administrative |
3,983 | 4,562 | 13,227 | 12,857 | ||||||||||||
| Research and development |
2,037 | 1,761 | 5,850 | 5,053 | ||||||||||||
| Gain on divestiture |
— | — | (5,876 | ) | — | |||||||||||
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| Total operating expenses |
12,642 | 12,524 | 33,705 | 37,664 | ||||||||||||
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| Income from operations |
4,613 | 5,053 | 21,016 | 14,781 | ||||||||||||
| Other income: |
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| Other income (loss), net |
117 | 20 | 177 | (3 | ) | |||||||||||
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| Income before income taxes |
4,730 | 5,073 | 21,193 | 14,778 | ||||||||||||
| Provision for income taxes |
416 | 31 | 4,275 | 1,885 | ||||||||||||
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| Net income |
$ | 4,314 | $ | 5,042 | $ | 16,918 | $ | 12,893 | ||||||||
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| Earnings per share of common stock |
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| Basic |
$ | 0.22 | $ | 0.26 | $ | 0.87 | $ | 0.68 | ||||||||
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| Diluted |
$ | 0.21 | $ | 0.25 | $ | 0.84 | $ | 0.65 | ||||||||
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| Weighted-average shares outstanding: |
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| Basic |
19,503 | 19,124 | 19,369 | 18,859 | ||||||||||||
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| Diluted |
20,293 | 20,147 | 20,258 | 19,970 | ||||||||||||
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| Cash dividends declared per common share |
$ | 0.070 | $ | 0.055 | $ | 0.210 | $ | 0.165 | ||||||||
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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, 2018 |
September 30, 2017 |
September 30, 2018 |
September 30, 2017 |
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| $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||
| Net Sales by Geography |
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| Americas |
$ | 14,943 | 62 | % | $ | 15,439 | 62 | % | $ | 46,885 | 61 | % | $ | 46,508 | 62 | % | ||||||||||||||||
| Europe/Middle East/Africa |
7,856 | 32 | % | 7,926 | 32 | % | 25,685 | 33 | % | 23,660 | 32 | % | ||||||||||||||||||||
| Asia/Pacific Rim |
1,366 | 6 | % | 1,457 | 6 | % | 4,609 | 6 | % | 4,546 | 6 | % | ||||||||||||||||||||
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| Total Net Sales |
$ | 24,165 | 100 | % | $ | 24,822 | 100 | % | $ | 77,179 | 100 | % | $ | 74,714 | 100 | % | ||||||||||||||||
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LEMAITRE VASCULAR, INC. (NASDAQ: LMAT)
NON-GAAP FINANCIAL MEASURES
(amounts in thousands)
(unaudited)
| Reconciliation between GAAP and Non-GAAP sales growth: |
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| For the three months ended September 30, 2018 |
||||||||||||
| Net sales as reported |
$ | 24,165 | ||||||||||
| Impact of currency exchange rate fluctuations |
134 | |||||||||||
| Net impact of acquisitions excluding currency |
(34 | ) | ||||||||||
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| Adjusted net sales |
$ | 24,265 | ||||||||||
| For the three months ended September 30, 2017 |
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| Net sales as reported |
$ | 24,822 | ||||||||||
| Net impact of divestitures excluding currency |
(830 | ) | ||||||||||
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| Adjusted net sales |
$ | 23,992 | ||||||||||
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| Adjusted net sales increase for the three months ended September 30, 2018 |
$ | 273 | 1% | |||||||||
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| Reconciliation between GAAP and Non-GAAP sales growth: |
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| For the three months ended December 31, 2018 |
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| Net sales per guidance |
$ | 26,000 | ||||||||||
| Impact of currency exchange rate fluctuations |
184 | |||||||||||
| Net impact of acquisitions excluding currency |
(500 | ) | ||||||||||
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| Adjusted net sales |
$ | 25,684 | ||||||||||
| For the three months ended December 31, 2017 |
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| Net sales as reported |
$ | 26,153 | ||||||||||
| Net impact of divestitures excluding currency |
(810 | ) | ||||||||||
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| Adjusted net sales |
$ | 25,343 | ||||||||||
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| Adjusted net sales increase for the three months ended December 31, 2018 |
$ | 341 | 1% | |||||||||
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| Reconciliation between GAAP and Non-GAAP sales growth: |
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| For the year ended December 31, 2018 |
||||||||||||
| Net sales per guidance |
$ | 103,179 | ||||||||||
| Impact of currency exchange rate fluctuations |
(1,587 | ) | ||||||||||
| Net impact of acquisitions excluding currency |
(534 | ) | ||||||||||
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| Adjusted net sales |
$ | 101,058 | ||||||||||
| For the year ended December 31, 2017 |
||||||||||||
| Net sales as reported |
$ | 100,867 | ||||||||||
| Net impact of divestitures excluding currency |
(2,447 | ) | ||||||||||
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| Adjusted net sales |
$ | 98,420 | ||||||||||
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| Adjusted net sales increase for the year ended December 31, 2018 |
$ | 2,638 | 3% | |||||||||
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| Reconciliation between GAAP and Non-GAAP sales growth of Xenosure: |
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| For the three months ending September 30, 2018 |
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| XenoSure net sales as reported |
$ | 5,706 | ||||||||||
| Impact of currency exchange rate fluctuations |
29 | |||||||||||
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| Adjusted XenoSure net sales |
$ | 5,735 | ||||||||||
| For the three months ending September 30, 2017 |
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| XenoSure net sales as reported |
$ | 5,376 | ||||||||||
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| Adjusted net sales increase for the three months ending September 30, 2018 |
$ | 359 | 7% | |||||||||
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| Americas | Europe | Asia-Pacific Rim |
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| Reconciliation between GAAP and Non-GAAP sales growth by geography: |
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| For the three months ending September 30, 2018 |
||||||||||||
| Net sales by geography as reported |
$ | 14,943 | $ | 7,856 | $ | 1,366 | ||||||
| Impact of currency exchange rate fluctuations |
39 | 76 | 19 | |||||||||
| Net impact of acquisitions excluding currency |
(34 | ) | — | — | ||||||||
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| Adjusted net sales by geography |
$ | 14,948 | $ | 7,932 | $ | 1,385 | ||||||
| For the three months ending September 30, 2017 |
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| Net sales by geography as reported |
15,439 | 7,926 | 1,457 | |||||||||
| Net impact of divestitures excluding currency |
(807 | ) | (19 | ) | (4 | ) | ||||||
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| Adjusted net sales by geography |
14,632 | 7,907 | 1,453 | |||||||||
| Adjusted net sales increase for the three months ending September 30, 2018 |
$ | 316 | $ | 25 | $ | (68 | ) | |||||
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| Percentage increase (decrease) |
2 | % | 0 | % | -5 | % | ||||||
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| For the three months ended | For the nine months ended | |||||||||||||||
| September 30, 2018 |
September 30, 2017 |
September 30, 2018 |
September 30, 2017 |
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| Reconciliation between GAAP and Non-GAAP EBITDA |
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| Net income as reported |
$ | 4,314 | $ | 5,042 | $ | 16,918 | $ | 12,893 | ||||||||
| Interest (income) expense, net |
(192 | ) | (48 | ) | (452 | ) | (100 | ) | ||||||||
| Amortization and depreciation expense |
1,006 | 1,004 | 3,108 | 2,966 | ||||||||||||
| Provision for income taxes |
416 | 31 | 4,275 | 1,885 | ||||||||||||
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| EBITDA |
$ | 5,544 | $ | 6,029 | $ | 23,849 | $ | 17,644 | ||||||||
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| EBITDA percentage increase (decrease) |
(8 | %) | 35 | % | ||||||||||||
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