UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
Or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File Number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company “in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 5, 2024, the registrant had
FORM 10-Q
TABLE OF CONTENTS
Page |
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Part I. |
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Item 1. |
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Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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Part II. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 5. |
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Item 6. |
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Item 1. Financial Statements
LeMaitre Vascular, Inc.
Consolidated Balance Sheets
(unaudited) |
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June 30, |
December 31, |
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2024 |
2023 |
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(in thousands, except share data) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ | $ | ||||||
Short-term marketable securities |
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Accounts receivable, net of allowances of $ |
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Inventory and other deferred costs |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Right-of-use leased assets |
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Goodwill |
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Other intangibles, net |
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Deferred tax assets |
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Other assets |
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Total assets |
$ | $ | ||||||
Liabilities and stockholders' equity |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Accrued expenses |
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Acquisition-related obligations |
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Lease liabilities - short-term |
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Total current liabilities |
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Lease liabilities - long-term |
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Deferred tax liabilities |
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Other long-term liabilities |
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Total liabilities |
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Stockholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
( |
) | ( |
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Treasury stock, at cost; |
( |
) | ( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
$ | $ |
See accompanying notes to consolidated financial statements.
Consolidated Statements of Operations
(unaudited)
Three months ended |
Six months ended |
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June 30, |
June 30, |
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2024 |
2023 |
2024 |
2023 |
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(in thousands, except per share data) |
(in thousands, except per share data) |
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Net sales |
$ | $ | $ | $ | ||||||||||||
Cost of sales |
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Gross profit |
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Sales and marketing |
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General and administrative |
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Research and development |
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Restructuring |
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Total operating expenses |
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Income from operations |
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Other income (expense): |
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Interest income |
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Foreign currency gain (loss) |
( |
) | ( |
) | ( |
) | ||||||||||
Income before income taxes |
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Provision for income taxes |
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Net income |
$ | $ | $ | $ | ||||||||||||
Earnings per share of common stock: |
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Basic |
$ | $ | $ | $ | ||||||||||||
Diluted |
$ | $ | $ | $ | ||||||||||||
Weighted-average shares outstanding: |
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Basic |
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Diluted |
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Cash dividends declared per common share |
$ | $ | $ | $ |
See accompanying notes to consolidated financial statements.
Consolidated Statements of Comprehensive Income
(unaudited)
Three months ended |
Six months ended |
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June 30, |
June 30, |
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2024 |
2023 |
2024 |
2023 |
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(in thousands) |
(in thousands) |
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Net income |
$ | $ | $ | $ | ||||||||||||
Other comprehensive income (loss): |
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Foreign currency translation adjustment, net |
( |
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Unrealized gain (loss) on short-term marketable securities |
( |
) | ( |
) | ( |
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Total other comprehensive income (loss) |
( |
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Comprehensive income |
$ | $ | $ | $ |
See accompanying notes to consolidated financial statements.
Consolidated Statements of Stockholders’ Equity
(unaudited)
Accumulated |
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Additional |
Other |
Total |
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Common Stock |
Paid-in |
Retained |
Comprehensive |
Treasury Stock |
Stockholders’ |
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Shares |
Amount |
Capital |
Earnings |
Income (Loss) |
Shares |
Amount |
Equity |
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Balance at December 31, 2023 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
Net income |
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Other comprehensive income (loss) |
( |
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Issuance of common stock for stock options exercised |
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Vested restricted stock units |
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Vested performance-based restricted stock units |
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Repurchase of common stock for net settlement of equity awards |
( |
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Stock-based compensation expense |
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Common stock dividend paid |
( |
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Balance at March 31, 2024 |
( |
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Net income |
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Other comprehensive income (loss) |
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Issuance of common stock for stock options exercised |
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Vested restricted stock units |
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Vested performance-based restricted stock units |
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Repurchase of common stock for net settlement of equity awards |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Stock-based compensation expense |
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Common stock dividend paid |
( |
) | ( |
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Balance at June 30, 2024 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ |
Accumulated |
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Additional |
Other |
Total |
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Common Stock |
Paid-in |
Retained |
Comprehensive |
Treasury Stock |
Stockholders’ |
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Shares |
Amount |
Capital |
Earnings |
Income (Loss) |
Shares |
Amount |
Equity |
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Balance at December 31, 2022 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
Net income |
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Other comprehensive income (loss) |
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Issuance of common stock for stock options exercised |
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Vested restricted stock units |
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Repurchase of common stock for net settlement of equity awards |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Stock-based compensation expense |
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Common stock dividend paid |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Balance at March 31, 2023 |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Net income |
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Other comprehensive income (loss) |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Issuance of common stock for stock options exercised |
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Vested restricted stock units |
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Repurchase of common stock for net settlement of equity awards |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Stock-based compensation expense |
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Common stock dividend paid |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Balance at June 30, 2023 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ |
See accompanying notes to consolidated financial statements.
Consolidated Statements of Cash Flows
(unaudited)
For the six months ended |
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June 30, | ||||||||
2024 |
2023 |
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(in thousands) |
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Operating activities |
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Net income |
$ | $ | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Stock-based compensation |
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Provision for inventory write-downs |
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Provision for credit losses |
( |
) | ||||||
Fair value adjustment to contingent consideration obligations |
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Loss on divestitures |
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Foreign currency effect on net income |
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Changes in operating assets and liabilities: |
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Accounts receivable |
( |
) | ( |
) | ||||
Inventory and other deferred costs |
( |
) | ( |
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Prepaid expenses and other assets |
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Accounts payable and other liabilities |
( |
) | ( |
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Net cash provided by operating activities |
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Investing activities |
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Purchases of property and equipment |
( |
) | ( |
) | ||||
Purchases of short-term marketable securities |
( |
) | ( |
) | ||||
Payments related to acquisitions |
( |
) | ||||||
Net cash used in investing activities |
( |
) | ( |
) | ||||
Financing activities |
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Proceeds from stock option exercises |
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Purchase of treasury stock for net settlement of equity awards |
( |
) | ( |
) | ||||
Common stock cash dividend paid |
( |
) | ( |
) | ||||
Net cash used in financing activities |
( |
) | ( |
) | ||||
Effect of exchange rate changes on cash and cash equivalents |
( |
) | ||||||
Net increase (decrease) in cash and cash equivalents |
( |
) | ||||||
Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
$ | $ |
See accompanying notes to consolidated financial statements.
Notes to Consolidated Financial Statements
June 30, 2024
(unaudited)
1. Organization and Basis for Presentation
Description of Business
Unless the context requires otherwise, references to LeMaitre, LeMaitre Vascular, the Company, we, our, and us refer to LeMaitre Vascular, Inc. and our subsidiaries. We develop, manufacture, and market medical devices and implants used primarily in the field of vascular surgery. We also derive revenues from the processing and cryopreservation of human tissues for implantation in patients. We operate in a single segment in which our principal product lines include the following: anastomotic clips, biologic vascular and dialysis grafts, biologic vascular and cardiac patches, carotid shunts, embolectomy catheters, occlusion catheters, radiopaque marking tape, synthetic vascular and dialysis grafts, and valvulotomes. Our offices and production facilities are located in Burlington, Massachusetts; Fox River Grove, Illinois; North Brunswick, New Jersey; Chandler, Arizona; Vaughan, Canada; Sulzbach, Germany; Milan, Italy; Madrid, Spain; Hereford, England; Dublin, Ireland; Maisons-Alfort, France; Kensington, Australia; Tokyo, Japan; Shanghai, China; Singapore; Seoul, Korea; and Bangkok, Thailand.
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal, recurring adjustments considered necessary for a fair presentation of the results of these interim periods have been included. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from these estimates. Our estimates and assumptions, including those related to bad debts, inventories, intangible assets, sales returns and discounts, share-based compensation, and income taxes are updated as appropriate. The results for the six months ended June 30, 2024 are not necessarily indicative of results to be expected for the entire year. The information contained in these interim financial statements should be read in conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2023, including the notes thereto, included in our Form 10-K filed with the Securities and Exchange Commission (SEC) on February 29, 2024.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. The Company is not aware of any specific event or circumstance that would require an update to its accounting estimates or adjustments to the carrying value of its assets and liabilities as of August 8, 2024, the issuance date of this Quarterly Report on Form 10-Q. Actual results could differ from those estimates.
Consolidation
Our consolidated financial statements include the accounts of LeMaitre Vascular and the accounts of our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Revenue Recognition
Our revenue is derived primarily from the sale of disposable or implantable devices used during vascular surgery. We sell primarily direct to hospitals and to a lesser extent to international distributors, as described below, and, during the periods presented in our consolidated financial statements, entered into consigned inventory arrangements with either hospitals or distributors on a limited basis. We also derive revenues from the processing and cryopreservation of human tissues for implantation in patients. These revenues are recognized when services have been provided and the tissue has been shipped to the customer, provided all other revenue recognition criteria discussed in the succeeding paragraph have been met.
We record revenue under the provisions of ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of Topic 606 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard explains that to achieve the core principle, an entity should take the following actions:
Step 1: Identify the contract with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations
Step 5: Recognize revenue when or as the entity satisfies a performance obligation
Revenue is recognized when the Company satisfies a performance obligation by transferring the promised good or service to a customer (which is when the customer obtains control of that good or service). In instances in which shipping and handling activities are performed after a customer takes control of the goods (such as when title passes upon shipment from our dock), we have made the policy election allowed under Topic 606 to account for these activities as fulfillment costs and not as performance obligations.
We generally reference customer purchase orders to determine the existence of a contract. Orders that are not accompanied by a purchase order are confirmed with the customer either in writing or verbally. The purchase orders or similar correspondence, once accepted, identify the performance obligations as well as the transaction price, and otherwise outline the rights and obligations of each party. We allocate the transaction price of each contract among the performance obligations in accordance with the pricing of each item specified on the purchase order, which is in turn based on standalone selling prices per our published price lists. In cases where we discount products or provide certain items free of charge, we allocate the discount proportionately to all performance obligations, unless it can be demonstrated that the discount should be allocated entirely to one or more, but not all, of the performance obligations.
We record revenue, net of allowances for returns and discounts, fees paid to group purchasing organizations, and any sales and value added taxes required to be invoiced, which we have elected to exclude from the measurement of the transaction price as allowed by the standard, at the time of shipment (taking into consideration contractual shipping terms), or in the case of consigned inventory, when it is consumed. Shipment is the point at which control of the product and title passes to our customers, and at which LeMaitre has a present right to receive payment for the goods.
Below is a disaggregation of our revenue by major geographic area, which is among the primary categorizations used by management in evaluating financial performance, for the periods indicated (in thousands):
Three months ended June 30, |
Six months ended June 30, |
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2024 |
2023 |
2024 |
2023 |
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(in thousands) |
(in thousands) |
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Americas |
$ | $ | $ | $ | ||||||||||||
Europe, Middle East and Africa |
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Asia Pacific |
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Total |
$ | $ | $ | $ |
We do not carry any contract assets or contract liabilities, as there are generally no unbilled amounts due from customers under contracts for which we have partially satisfied performance obligations, or amounts received from customers for which we have not satisfied performance obligations. We satisfy our performance obligations under revenue contracts within a short time period from receipt of the orders, and payments from customers are typically received within
Customers returning products may be entitled to full or partial credit based on the condition and timing of the return. To be accepted, a returned product must be unopened (if sterile), unadulterated, and undamaged, must have at least 18 months remaining prior to its expiration date, or twelve months for our hospital customers in Europe, and generally be returned within 30 days of shipment. These return policies apply to sales to both hospitals and distributors. The amount of products returned to us, either for exchange or credit, has not been material. Nevertheless, we provide for an allowance for future sales returns based on historical returns experience, which requires judgment. Our cost of replacing defective products has not been material and is accounted for at the time of replacement.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies and are generally adopted by the Company as of the specified effective date.
In December 2023 the FASB issued ASU 2023-09, Income Taxes Topic 740 - Improvements to Income Tax Disclosures. This amendment is expected to enhance the transparency and decision usefulness of income tax disclosures by requiring public business entities, on an annual basis, to disclose specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold and certain information about income taxes paid. This revised guidance is effective for financial statements issued for fiscal years beginning after December 15, 2024. We are currently evaluating the impacts of the new standard.
In November 2023 the FASB issued ASU 2023-07, Segment Reporting Topic 280- Improvements to Reportable Segment Disclosures. This amendment requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. We are currently evaluating the impacts of the new standard.
There are no other accounting pronouncements recently issued or newly effective that had, or are expected to have, a material impact on the Company’s consolidated financial statements.
2. Income Tax Expense
As part of the process of preparing our consolidated financial statements we are required to determine our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax expense together with assessing temporary differences resulting from recognition of items for income tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from taxable income during the carryback period or in the future; and to the extent we believe that recovery is not more likely than not, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, we must reflect this increase as an expense within the tax provision in the statement of operations. We do not provide for income taxes on undistributed earnings of certain foreign subsidiaries, as our intention is to permanently reinvest these earnings.
We recognize, measure, present and disclose in our financial statements any uncertain tax positions that we have taken, or expect to take, on a tax return. We operate in multiple taxing jurisdictions, both inside and outside the United States (U.S.), and may be subject to audits from various tax authorities. Management’s judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, liabilities for uncertain tax positions, and any valuation allowance recorded against our net deferred tax assets. We will monitor the realizability of our deferred tax assets and adjust the valuation allowance accordingly.
Our policy is to classify interest and penalties related to unrecognized tax benefits as income tax expense. Our 2024 income tax expense varies from the statutory rate mainly due to the generation of federal and state tax credits, permanent items, different statutory rates from our foreign subsidiaries, and discrete stock option exercises. Our 2023 income tax expense varied from the statutory rate mainly due to the generation of federal and state tax credits, permanent items, different statutory rates from our foreign subsidiaries, and discrete stock option exercises.
We have reviewed the tax positions taken, or to be taken, in our tax returns for all tax years currently open to examination by a taxing authority. As of June 30, 2024, the gross amount of unrecognized tax benefits exclusive of interest and penalties was $
Six months ended June 30, 2024 |
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(in thousands) |
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Unrecognized tax benefits as of December 31, 2023 |
$ | |||
Additions/adjustments for tax positions of current year |
||||
Additions/adjustments for tax positions of prior years |
( |
) | ||
Reductions for settlements with taxing authorities |
||||
Reductions for lapses of the applicable statutes of limitations |
( |
) | ||
Unrecognized tax benefits as of June 30, 2024 |
$ |
As of June 30, 2024, a summary of the tax years that remain subject to examination in our taxing jurisdictions is as follows:
United States |
2020 and forward |
Foreign |
2015 and forward |
3. Inventories and Other Deferred Costs
Inventories and other deferred costs consist of the following:
June 30, 2024 |
December 31, 2023 |
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(in thousands) |
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Raw materials |
$ | $ | ||||||
Work-in-process |
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Finished products |
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Other deferred costs |
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Total inventory and other deferred costs |
$ | $ |
We had inventory on consignment at customer sites of $
In connection with our RestoreFlow allograft business, other deferred costs include costs incurred for the preservation of human tissues available for shipment, tissues currently in active processing, and tissues held in quarantine pending release to implantable status. By federal law, human tissues cannot be bought or sold. Therefore, the tissues we preserve are not held as inventory, and the costs we incur to procure and process vascular tissues are instead accumulated and deferred. These costs include fixed and variable overhead costs associated with the cryopreservation process, including primarily direct labor costs, tissue recovery fees, inbound freight charges, indirect materials and facilities costs. General and administrative expenses and selling expenses associated with the provision of these services are expensed as incurred.
4. Divestitures
On April 26, 2022, we committed to a plan to close our St. Etienne, France factory, which supported our LeMaitre Cardial SAS (Cardial) business, to streamline manufacturing operations and reduce expenses. The Cardial business consisted of the manufacture of polyester vascular grafts, valvulotomes, surgical glue and selected OEM devices. We acquired the Cardial business in 2018.
On June 30, 2022, we ceased operations at the St. Etienne, France factory. The closure resulted in a restructuring charge of $
On October 10, 2022, we sold the St. Etienne, France building, building improvements, and land for $
For the three and six months ended June 30, 2023, we recorded additional restructuring charges of $
5. Goodwill and Other Intangible Assets |
There was no change to goodwill during the six months ended June 30, 2024. Other intangible assets consist of the following:
June 30, 2024 |
December 31, 2023 |
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Gross |
Net |
Gross |
Net |
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Carrying |
Accumulated |
Carrying |
Carrying |
Accumulated |
Carrying |
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Value |
Amortization |
Value |
Value |
Amortization |
Value |
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(in thousands) |
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Product technology and intellectual property |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Trademarks, tradenames and licenses |
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Customer relationships |
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Other intangible assets |
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Total identifiable intangible assets |
$ | $ | $ | $ | $ | $ |
These assets are being amortized over useful lives ranging from
Three months ended June 30, |
Six months ended June 30, |
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2024 |
2023 |
2024 |
2023 |
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(in thousands) |
(in thousands) |
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Amortization expense |
$ | $ | $ | $ |
Estimated amortization expense for the remainder of 2024 and for each of the next five fiscal years is as follows:
Year ended December 31, |
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2024 |
2025 |
2026 |
2027 |
2028 |
2029 |
|||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||
Amortization expense |
$ | $ | $ | $ | $ | $ |
6. Leases
The Company determines if an arrangement is a lease at inception of the contract. The Company has operating leases for buildings, primarily for office space, manufacturing and distribution, as well as automobiles and printing equipment. As of June 30, 2024, the Company had the following building and facility leases capitalized on the balance sheet:
Location (leases) |
Purpose |
Approx. Sq. Ft. |
Expiration |
||||
Americas |
|||||||
Burlington, MA (4) |
Corporate headquarters and manufacturing |
December 2034 |
|||||
North Brunswick, NJ (1) |
Artegraft biologic business |
October 2029 |
|||||
Burlington, MA (1) |
US distribution |
December 2030 |
|||||
Fox River Grove, IL (3) |
RestoreFlow allografts business |
November 2025 |
|||||
Vaughn, Canada |
Canada sales office and distribution |
February 2026 |
|||||
Chandler, Arizona |
US sales office |
August 2025 |
|||||
Europe, Middle East and Africa |
|||||||
Sulzbach, Germany |
European headquarters and distribution |
June 2031 |
|||||
Milan, Italy |
Italy sales office and distribution |
July 2027 |
|||||
Hereford, England |
United Kingdom sales office and distribution |
October 2029 |
|||||
Maisons-Alfort, France |
France sales office |
February 2030 |
|||||
Madrid, Spain |
Spain sales office |
June 2029 |
|||||
Asia Pacific |
|||||||
Tokyo, Japan |
Japan sales office and distribution |
July 2025 |
|||||
Bangkok, Thailand |
Thailand sales office and distribution |
August 2026 |
|||||
Kensington, Australia |
Australia sales office and distribution |
June 2025 |
|||||
Seoul, Korea |
Korea sales office and distribution |
April 2027 |
|||||
Singapore |
Asia Pacific headquarters and distribution |
June 2026 |
|||||
Shanghai, China |
China sales office and distribution |
August 2024 |
|||||
Ballarat, Australia |
Supply facility |
|
December 2030 |
Operating lease right-of-use (ROU) assets and operating lease liabilities are recognized based on the present value of the future lease minimum payments over the lease term at commencement date. Many of the lease agreements contain renewal or termination clauses that are factored into the determination of the lease term if it is reasonably certain that these options would be exercised. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.
None of our noncancelable lease payments include non-lease components such as maintenance contracts; we generally reimburse the landlord for direct operating costs associated with the leased space. We have no subleases, and there are no residual value guarantees associated with, or restrictive covenants imposed by, any of our leases. There were no assets held under capital leases as of June 30, 2024. We elected the package of practical expedients that allow us to omit leases with initial terms of 12 months or less from our balance sheet, which are expensed on a straight-line basis over the life of the lease.
The interest rate implicit in lease agreements is typically not readily determinable, and as such the Company used the incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The incremental borrowing rate is defined as the interest the Company would pay to borrow on a collateralized basis.
Additional information with respect to our leases is as follows:
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
2024 |
2023 |
2024 |
2023 |
|||||||||||||
(in thousands) |
(in thousands) |
|||||||||||||||
Lease cost |
||||||||||||||||
Operating lease cost |
$ | $ | $ | $ | ||||||||||||
Short-term lease cost |
||||||||||||||||
Total lease cost |
$ | $ | $ | $ | ||||||||||||
Other information |
||||||||||||||||
Cash paid for amounts included in the measurement of operating lease liabilities |
$ | $ | $ | $ | ||||||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities |
$ | $ | $ | $ | ||||||||||||
Weighted average remaining lease term - operating leases (in years) |
||||||||||||||||
Weighted average discount rate - operating leases |
% | % |
As of June 30, 2024, the minimum noncancelable operating lease rental commitments with initial or remaining terms of more than one year are as follows:
Remainder of 2024 |
$ | |||
Year ending December 31, |
||||
2025 |
||||
2026 |
||||
2027 |
||||
2028 |
||||
2029 |
||||
Thereafter |
||||
Adjustment to net present value as of June 30, 2024 |
( |
) | ||
Minimum noncancelable lease liability |
$ |
7. Accrued Expenses and Other Long-term Liabilities
Accrued expenses consist of the following:
June 30, 2024 |
December 31, 2023 |
|||||||
(in thousands) |
||||||||
Compensation and related taxes |
$ | $ | ||||||
Accrued purchases |
||||||||
Accrued expenses |
||||||||
Income and other taxes |
||||||||
Professional fees |
||||||||
Other |
||||||||
Total |
$ | $ |
Other long-term liabilities consist of the following:
June 30, 2024 |
December 31, 2023 |
|||||||
(in thousands) |
||||||||
Acquisition-related liabilities |
$ | $ | ||||||
Income taxes |
||||||||
Other |
||||||||
Total |
$ | $ |
8. Segment and Enterprise-Wide Disclosures
The FASB establishes standards for reporting information regarding operating segments in financial statements. Operating segments are identified as components of an enterprise that engage in business activities for which separate, discrete financial information is available and is regularly reviewed by the chief operating decision-maker in making decisions on how to allocate resources and assess performance. We view our operations and manage our business as
operating segment. No discrete operating information is prepared by us except for sales by product line and operations by legal entity for local purposes.
Most of our revenues are generated in the U.S., Canada, Germany, the United Kingdom (UK) and other European countries. Substantially all our assets are located in the U.S. and Germany. Net sales to unaffiliated customers by country were as follows:
Three months ended |
Six months ended |
|||||||||||||||
June 30, |
June 30, |
|||||||||||||||
2024 |
2023 |
2024 |
2023 |
|||||||||||||
(in thousands) |
(in thousands) |
|||||||||||||||
United States |
$ | $ | $ | $ | ||||||||||||
Canada |
||||||||||||||||
Germany |
||||||||||||||||
United Kingdom |
||||||||||||||||
Other countries |
||||||||||||||||
Net Sales |
$ | $ | $ | $ |
9. Share-based Compensation
Our Fourth Amended and Restated 2006 Stock Option and Incentive Plan allows for granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, performance-based restricted stock units, unrestricted stock awards, and deferred stock awards to our officers, employees, directors and consultants. The components of share-based compensation expense included in the consolidated statements of operations are as follows:
Three months ended |
Six months ended |
|||||||||||||||
June 30, |
June 30, |
|||||||||||||||
2024 |
2023 |
2024 |
2023 |
|||||||||||||
(in thousands) |
(in thousands) |
|||||||||||||||
Stock option awards |
$ | $ | $ | $ | ||||||||||||
Restricted stock units |
||||||||||||||||
Performance-based restricted stock units |
||||||||||||||||
Total share-based compensation |
$ | $ | $ | $ |
Stock-based compensation is included in our consolidated statements of operations as follows:
Three months ended |
Six months ended |
|||||||||||||||
June 30, |
June 30, |
|||||||||||||||
2024 |
2023 |
2024 |
2023 |
|||||||||||||
(in thousands) |
(in thousands) |
|||||||||||||||
Cost of sales |
$ | $ | $ | $ | ||||||||||||
Sales and marketing |
||||||||||||||||
General and administrative |
||||||||||||||||
Research and development |
||||||||||||||||
Total stock-based compensation |
$ | $ | $ | $ |
We did