Form 8-K - Current report

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): February 27, 2024

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		(IRS Employer
incorporation)		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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading symbol	Name of exchange on which registered
Common stock, $0.01 par value per share	LMAT	The Nasdaq Global Market

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 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On February 27, 2024, LeMaitre Vascular, Inc. (the “Company”) issued a press release regarding its preliminary financial and operational results for the quarter ended December 31, 2023. 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.

Disclaimer on Forward-Looking Statements

This current report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements regarding the Company’s business that are not historical facts may be “forward-looking statements” that involve risks and uncertainties. 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 predicted. These risks and uncertainties include risks and uncertainties included under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, as updated by its 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.

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 February 27, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 27, 2024	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 February 27, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit 99.1

LeMaitre Q4 2023 Financial Results

BURLINGTON, MA, February 27, 2024 - LeMaitre (Nasdaq:LMAT), a provider of vascular devices, implants and services, today reported Q4 2023 results, announced a $0.16/share quarterly dividend and provided guidance.

Q4 2023 Financial Results

	●	Sales $48.9mm, +19% (+14% organic) vs. Q4 2022
	●	Gross margin 68.1%, +450 bps
	●	Op. income $10.2mm, +46%
	●	Op. margin 21%
	●	Net income $8.5mm, +50%
	●	Earnings per diluted share $0.38, +49%
	●	Cash up $8.1mm sequentially to $105.1mm

Bovine patches (+18%), allografts (+52%), valvulotomes (+12%), carotid shunts (+16%) and distributed porcine patches drove Q4 sales. EMEA sales increased 21%, the Americas 20% and APAC 11%.

The gross margin increased to 68.1% in Q4 (vs. 63.6% in Q4 2022) driven primarily by average selling price increases, as well as manufacturing efficiencies.

Operating income of $10.2mm was up 46% vs. Q4 2022. Operating expenses grew 21% year-over-year due to increased sales commissions, other compensation and CE-related regulatory costs.

Chairman/CEO George LeMaitre said “Our 19% sales growth and gross margin recovery produced 46% op. income growth in Q4. Full year 2024 guidance implies an operating margin of 21%, up from 19% in 2023.”

Business Outlook

	Q1 2024 Guidance	Full Year 2024 Guidance
Sales	$50.5mm - $52.9mm (Mid: $51.7mm, +10%, +7% Org.)	$209.7mm - $214.3mm (Mid: $212.0mm, +10%, +9% Org.)
Gross Margin	68.5%	68.0%
Op. Income	$9.7mm - $11.3mm (Mid: $10.5mm, +33%) (Mid: $10.5mm, +28% Ex-Special)*	$43.4mm - $46.5mm (Mid $45.0mm, +22%) (Mid: $45.0mm, +21%, Ex-Special)*
EPS	$0.36 - $0.41 (Mid: $0.39, +42%) (Mid: $0.39, +37%, Ex-Special)*	$1.60 - $1.71 (Mid: $1.65, +23%) (Mid: 1.65, +22%, Ex-Special)*

*Special charges in 2023 are related to the St. Etienne factory closure.

Quarterly Dividend

On February 21, 2024, the Company's Board of Directors approved a quarterly dividend of $0.16/share of common stock. The dividend will be paid on March 28, 2024 to shareholders of record on March 14, 2024.

Share Repurchase Program

On February 21, 2024, the Company's Board of Directors authorized the repurchase of up to $50.0mm of the Company’s common stock. The repurchase program may be suspended or discontinued at any time and will conclude on February 21, 2025, unless extended by the Board.

Conference Call Reminder

Management will conduct a conference call at 5:00pm ET today. The conference call will be broadcast live over the Internet. Individuals interested in listening to the webcast can log on to the Company's website at www.lemaitre.com/investor. Access to the live call is available by registering online here. All registrants will receive dial-in information and a PIN allowing them to access the live call. The audio webcast can also be accessed live or via replay through a webcast at www.lemaitre.com/investor. 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

LeMaitre 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 is a registered trademark of LeMaitre Vascular, Inc. This press release may include other trademarks and trade names of the Company.

For more information about the Company, please visit www.lemaitre.com.

Use of Non-GAAP Financial Measures

LeMaitre management believes that in order to better understand the Company's short- 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, including EBITDA. This press release also provides guidance for operating income and EPS excluding the special charge relating to the closure of our St. Etienne factory and revenue related the Aziyo distribution agreement. The Company refers to the calculation of non-GAAP sales growth percentages as "organic." The Company analyzes non-GAAP sales on a constant currency basis, net of acquisitions and other non-recurring events, and the aforementioned non-GAAP profitability measures 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, divestitures, product discontinuations, factory closures, 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 the presentation of guidance described above for operating income and EPS provides an alternative and meaningful view of the Company’s profitability.

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. 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 status of our global regulatory approvals and compliance with regulatory requirements to market and sell our products both in the U.S. and outside of the U.S.; risks from implementing a new enterprise resource planning system; the risks from competition from other companies; the risk of significant fluctuations in our quarterly and annual results due to numerous factors; 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; 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; risks related to the integration of acquisition targets; the acceleration or deceleration of product growth rates; 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
781-425-1691
jjpellegrino@lemaitre.com

LEMAITRE VASCULAR, INC. (NASDAQ: LMAT)

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)

	December 31, 2023			December 31, 2022
	(unaudited)
Assets

Current assets:
Cash and cash equivalents	$	24,269		$	19,134
Short-term marketable securities		80,805			63,557
Accounts receivable, net		25,064			22,040
Inventory and other deferred costs		58,080			50,271
Prepaid expenses and other current assets		6,380			6,731
Total current assets		194,598			161,733

Property and equipment, net		21,754			17,901
Right-of-use leased assets		18,027			15,634
Goodwill		65,945			65,945
Other intangibles, net		41,711			46,527
Deferred tax assets		1,003			1,745
Other assets		3,740			991

Total assets	$	346,778		$	310,476


Liabilities and stockholders' equity

Current liabilities:
Accounts payable	$	3,734		$	2,903
Accrued expenses		23,650			19,967
Acquisition-related obligations		24			573
Lease liabilities - short-term		2,471			1,886
Total current liabilities		29,879			25,329

Lease liabilities - long-term		16,624			14,710
Deferred tax liabilities		107			69
Other long-term liabilities		2,268			2,167
Total liabilities		48,878			42,275

Stockholders' equity
Common stock		239			237
Additional paid-in capital		200,755			189,268
Retained earnings		115,430			97,773
Accumulated other comprehensive loss		(4,625	)		(6,031	)
Treasury stock		(13,899	)		(13,046	)
Total stockholders' equity		297,900			268,201

Total liabilities and stockholders' equity	$	346,778		$	310,476

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 year ended
	December 31, 2023		December 31, 2022		December 31, 2023			December 31, 2022

Net sales	$	48,883	$	40,954	$	193,484		$	161,651
Cost of sales		15,618		14,900		66,435			56,755

Gross profit		33,265		26,054		127,049			104,896

Operating expenses:
Sales and marketing		10,268		8,600		41,054			32,921
General and administrative		8,440		6,933		31,832			28,745
Research and development		4,351		3,554		16,966			13,294
Restructuring		-		-		485			3,107
Total operating expenses		23,059		19,087		90,337			78,067

Income from operations		10,206		6,967		36,712			26,829

Other income (expense), net
Interest income		992		447		3,077			986
Other income (loss), net		115		384		(314	)		(325	)

Income before income taxes		11,313		7,798		39,475			27,490

Provision for income taxes		2,848		2,171		9,370			6,854

Net income	$	8,465	$	5,627	$	30,105		$	20,636

Earnings per share of common stock
Basic	$	0.38	$	0.26	$	1.36		$	0.94

Diluted	$	0.38	$	0.25	$	1.34		$	0.93

Weighted - average shares outstanding:
Basic		22,278		22,023		22,217			21,975

Diluted		22,459		22,238		22,423			22,171


Cash dividends declared per common share	$	0.140	$	0.125	$	0.560		$	0.500

LEMAITRE VASCULAR, INC. (NASDAQ: LMAT)

SELECTED NET SALES INFORMATION

(amounts in thousands)

(unaudited)

	For the three months ended										For the year ended
	December 31, 2023					December 31, 2022					December 31, 2023					December 31, 2022
	$		%			$		%			$		%			$		%
Net Sales by Geography
Americas	$	32,812		67	%	$	27,415		67	%	$	130,308		67	%	$	109,439		68	%
Europe, Middle East and Africa		12,920		26	%		10,689		26	%		51,099		27	%		41,854		26	%
Asia Pacific		3,151		7	%		2,850		7	%		12,077		6	%		10,358		6	%
Total Net Sales	$	48,883		100	%	$	40,954		100	%	$	193,484		100	%	$	161,651		100	%

LEMAITRE VASCULAR, INC. (NASDAQ: LMAT)

NON-GAAP FINANCIAL MEASURES

(amounts in thousands)

(unaudited)

	For the three months ended						For the year ended
	December 31, 2023			December 31, 2022			December 31, 2023			December 31, 2022
Reconciliation between GAAP and Non-GAAP EBITDA
Net income as reported	$	8,465		$	5,627		$	30,105		$	20,636
Interest (income) expense, net		(992	)		(447	)		(3,077	)		(986	)
Amortization and depreciation expense		2,443			2,288			9,515			9,433
Provision for income taxes		2,848			2,171			9,370			6,854

EBITDA	$	12,764		$	9,639		$	45,913		$	35,937

EBITDA percentage increase (decrease)					32	%					28	%

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 ended December 31, 2023
Net sales as reported	$	48,883
Net distribution sales		(1,479	)
Impact of currency exchange rate fluctuations		(556	)
Adjusted net sales				$	46,848

For the three months ended December 31, 2022
Net sales as reported	$	40,954
Adjusted net sales				$	40,954

Adjusted net sales increase for the three months ended December 31, 2023				$	5,894	14	%


Reconciliation between GAAP and Non-GAAP projected sales growth:
For the three months ending March 31, 2024
Net sales per guidance (midpoint)	$	51,722
Net distribution sales		(1,247	)
Impact of currency exchange rate fluctuations		(35	)
Adjusted projected net sales				$	50,440

For the three months ended March 31, 2023
Net sales as reported	$	47,075
Adjusted net sales				$	47,075

Adjusted projected net sales increase for the three months ending March 31, 2024				$	3,365	7	%


Reconciliation between GAAP and Non-GAAP projected sales growth:
For the year ending December 31, 2024
Net sales per guidance (midpoint)	$	212,000
Net distribution sales		(1,574	)
Impact of currency exchange rate fluctuations		133
Adjusted projected net sales				$	210,559

For the year ended December 31, 2023
Net sales as reported	$	193,484
Adjusted net sales				$	193,484

Adjusted projected net sales increase for the year ending December 31, 2024				$	17,075	9	%


Reconciliation between GAAP and Non-GAAP projected operating income:
For the three months ending March 31, 2024
Operating income per guidance (midpoint)	$	10,490
Adjusted projected operating income				$	10,490

For the three months ended March 31, 2023
Operating income as reported	$	7,874
Impact of special charge		305
Adjusted operating income				$	8,179

Adjusted projected operating income increase for the three months ending March 31, 2024				$	2,311	28	%


Reconciliation between GAAP and Non-GAAP projected operating income:
For the year ending December, 2024
Operating income per guidance (midpoint)	$	44,955
Adjusted projected operating income				$	44,955

For the year ended December 31, 2023
Operating income as reported	$	36,712
Impact of special charge		485
Adjusted operating income				$	37,197

Adjusted projected operating income increase for the year ending December 31, 2024				$	7,758	21	%


Reconciliation between GAAP and Non-GAAP projected EPS:
For the three months ending March 31, 2024
EPS per guidance (midpoint)	$	0.39
Adjusted EPS				$	0.39

For the three months ended March 31, 2023
EPS as reported	$	0.27
Impact of special charge, including tax		0.01
Adjusted EPS				$	0.28

Adjusted projected EPS increase for the three months ending March 31, 2024				$	0.11	37	%


Reconciliation between GAAP and Non-GAAP projected EPS:
For the year ending December 31, 2024
EPS per guidance (midpoint)	$	1.65
Adjusted EPS				$	1.65

For the year ended December 31, 2023
EPS as reported	$	1.34
Impact of special charge, including tax		0.01
Adjusted EPS				$	1.35

Adjusted projected EPS increase for the year ending December 31, 2024				$	0.30	22	%

Document And Entity Information	Feb. 27, 2024
Document Information [Line Items]
Entity, Registrant Name	LeMaitre Vascular, Inc.
Document, Type	8-K
Document, Period End Date	Feb. 27, 2024
Entity, File Number	001-33092
Entity, Incorporation, State or Country Code	DE
Entity, Tax Identification Number	04-2825458
Entity, Address, Address Line One	63 Second Avenue
Entity, Address, City or Town	Burlington
Entity, Address, State or Province	MA
Entity, Address, Postal Zip Code	01803
City Area Code	781
Local Phone Number	221-2266
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	LMAT
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001158895