LeMaitre Vascular Q3 net income falls to $15M
Nine-month sales and net income rose year over year, while third-quarter net income and nine-month operating cash flow declined.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
LeMaitre Vascular, Inc. (LMAT) reported third-quarter 2026 net sales of $67.970 million, up from $61.046 million a year earlier, while net income was $15.024 million versus $17.362 million. Diluted earnings per share were $0.65, compared with $0.75. For the first nine months, net sales were $204.903 million versus $185.149 million, and net income was $47.753 million versus $42.152 million; diluted earnings per share were $2.07 versus $1.84.
Operating cash flow for the nine months was $53.048 million, down from $58.094 million. At September 30, 2026, LMAT had $27.493 million of cash and cash equivalents and $362.228 million of short-term marketable securities. The board authorized up to $100.0 million of share repurchases through February 18, 2027; no repurchases had been made under the program. It approved a $0.25 quarterly dividend payable December 3, 2026, to shareholders of record November 19. Convertible senior notes had $172.5 million of principal outstanding and mature February 1, 2030.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter sales increased to $67.970 million from $61.046 million.
- Moderate pointNine-month net income increased to $47.753 million from $42.152 million.
- Moderate pointQuarterly dividend increased to $0.25 per share from $0.20.
- Minor pointNine-month sales increased to $204.903 million from $185.149 million.
Negative
- Moderate pointThird-quarter net income fell to $15.024 million from $17.362 million.
- Moderate pointNine-month operating cash flow declined to $53.048 million from $58.094 million.
Filing Explained
Share settlement upon conditional conversion could dilute existing holders, while LeMaitre may instead settle the notes in cash or a mix.
The filing reports that the outstanding 2.5% notes have conditional conversion rights at 8.3910 shares per
The conversion rate increased after the
Separately, October 2026 amendments terminate one Burlington lease, extend four others by one year, and expand 52–54 Third Avenue from 9,700 to 46,000 square feet starting in July 2027, with the lease extended through December 2036; the company is evaluating the financial impact.
Key Figures
Key Terms
available-for-sale debt securities financial
antidilutive financial
incremental borrowing rate financial
embedded derivatives financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were LMAT's third-quarter 2026 sales and net income?
How much operating cash flow did LMAT report for the first nine months of 2026?
What are the terms of LMAT's share repurchase authorization?
When is LMAT's next quarterly dividend payable?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
Or
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)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
(
(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 |
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 |
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 ☐ No
As of November 2, 2026, the registrant had
LEMAITRE VASCULAR
FORM 10-Q
TABLE OF CONTENTS
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Part I. |
Financial Information: |
1 |
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Item 1. |
Financial Statements |
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Consolidated Balance Sheets as of September 30, 2026 (unaudited) and December 31, 2025 |
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Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025 |
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Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2026 and 2025 |
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Unaudited Consolidated Statements of Stockholders’ Equity for the nine months ended September 30, 2026 and 2025 |
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Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 |
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Notes to Unaudited Consolidated Financial Statements |
7 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
Quantitative and Qualitative Disclosure about Market Risk |
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Item 4. |
Controls and Procedures |
31 |
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Part II. |
Other Information: |
33 |
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Item 1. |
Legal Proceedings |
33 |
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Item 1A. |
Risk Factors |
33 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
34 |
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Item 5. |
Other Information |
34 |
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Item 6. |
Exhibits |
35 |
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Signatures |
36 |
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Part I. Financial Information
Item 1. Financial Statements
LeMaitre Vascular, Inc.
Consolidated Balance Sheets
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(unaudited) |
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September 30, |
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December 31, |
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2026 |
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2025 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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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 |
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$ |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable |
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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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Convertible senior notes, net |
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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 |
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$ |
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$ |
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See accompanying notes to consolidated financial statements.
1
LeMaitre Vascular, Inc.
Consolidated Statements of Operations
(unaudited)
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Three months ended |
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Nine months ended |
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September 30, |
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September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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(in thousands, except per share data) |
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(in thousands, except per share data) |
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Net sales |
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$ |
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$ |
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$ |
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$ |
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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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Total operating expenses |
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Income from operations |
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Other income (expense): |
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Investment income |
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Interest expense |
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( |
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( |
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( |
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Other (loss) income, net |
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( |
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( |
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( |
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( |
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Income before income taxes |
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Provision for income taxes |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Earnings per share of common stock: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted-average shares outstanding: |
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Basic |
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Diluted |
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Cash dividends declared per common share |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to consolidated financial statements.
2
LeMaitre Vascular, Inc.
Consolidated Statements of Comprehensive Income
(unaudited)
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Three months ended |
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Nine months ended |
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September 30, |
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September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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(in thousands) |
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(in thousands) |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss): |
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Foreign currency translation adjustment, net |
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( |
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Unrealized (loss) gain on marketable securities |
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( |
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( |
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Total other comprehensive (loss) income |
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( |
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Comprehensive income |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to consolidated financial statements.
3
LeMaitre Vascular, Inc.
Consolidated Statements of Stockholders’ Equity
(unaudited)
(dollars in thousands)
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Accumulated |
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Additional |
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Other |
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Total |
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Common Stock |
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Paid-in |
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Retained |
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Comprehensive |
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Treasury Stock |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Earnings |
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Income (Loss) |
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Shares |
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Amount |
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Equity |
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Balance at December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net income |
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Other comprehensive (loss) income |
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( |
) |
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( |
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||||||
Issuance of common stock for stock options exercised |
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Vested restricted stock units |
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— |
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— |
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Vested performance-based restricted stock units |
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— |
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— |
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Repurchase of common stock for net settlement of equity awards |
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( |
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( |
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Stock-based compensation expense |
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Common stock dividend paid |
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( |
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( |
) |
||||||
Balance at March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Net income |
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Other comprehensive income (loss) |
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( |
) |
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( |
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||||||
Issuance of common stock for stock options exercised |
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— |
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Vested restricted stock units |
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— |
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— |
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Repurchase of common stock for net settlement of equity awards |
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( |
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( |
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||||||
Stock-based compensation expense |
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Common stock dividend paid |
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( |
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( |
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||||||
Balance at June 30, 2026 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net income |
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Other comprehensive income (loss) |
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( |
) |
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( |
) |
||||||
Issuance of common stock for stock options exercised |
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— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common stock dividend paid |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Balance at September 30, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
|
||||||
4
LeMaitre Vascular, Inc.
Consolidated Statements of Stockholders’ Equity
(unaudited)
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
Total |
|
||||||||
|
|
Common Stock |
|
|
Paid-in |
|
|
Retained |
|
|
Comprehensive |
|
|
Treasury Stock |
|
|
Stockholders’ |
|
||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Earnings |
|
|
Income (Loss) |
|
|
Shares |
|
|
Amount |
|
|
Equity |
|
||||||||
Balance at December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
|
||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Issuance of common stock for stock options exercised |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vested restricted stock units |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
||||||
Vested performance-based restricted stock units |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
||||||
Repurchase of common stock for net settlement of equity awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common stock dividend paid |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Balance at March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
|
||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Issuance of common stock for stock options exercised |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vested restricted stock units |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
||||||
Repurchase of common stock for net settlement of equity awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common stock dividend paid |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Balance at June 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
|
||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Issuance of common stock for stock options exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common stock dividend paid |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Balance at September 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
|
||||||
See accompanying notes to consolidated financial statements.
5
LeMaitre Vascular, Inc.
Consolidated Statements of Cash Flows
(unaudited)
|
|
For the nine months ended |
|
|||||
|
|
September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Operating activities |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Amortization of issuance costs on convertible senior notes |
|
|
|
|
|
|
||
Non-cash investment income |
|
|
( |
) |
|
|
|
|
Provision for inventory write-downs |
|
|
|
|
|
|
||
Provision for credit losses |
|
|
|
|
|
|
||
Foreign currency transaction effect on income |
|
|
|
|
|
( |
) |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Inventory and other deferred costs |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other assets |
|
|
( |
) |
|
|
|
|
Accounts payable and other liabilities |
|
|
( |
) |
|
|
|
|
Accrued interest |
|
|
( |
) |
|
|
|
|
Net cash provided by operating activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Investing activities |
|
|
|
|
|
|
||
Purchases of short-term marketable securities |
|
|
( |
) |
|
|
( |
) |
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Payments related to acquisitions, net of cash acquired |
|
|
( |
) |
|
|
( |
) |
Proceeds from short-term marketable securities |
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Financing activities |
|
|
|
|
|
|
||
Proceeds from stock option exercises |
|
|
|
|
|
|
||
Deferred payments for acquisitions |
|
|
( |
) |
|
|
( |
) |
Payment of withholding taxes in connection with 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 (decrease) increase in cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Non-cash operating activities |
|
|
|
|
|
|
||
Right-of-use assets obtained in exchange for new operating lease obligations |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental cash flow information |
|
|
|
|
|
|
||
Cash paid for amounts included in the measurement of operating lease liabilities |
|
$ |
|
|
$ |
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Cash paid for income taxes |
|
$ |
|
|
$ |
|
||
See accompanying notes to consolidated financial statements.
6
LeMaitre Vascular, Inc.
Notes to Consolidated Financial Statements
September 30, 2026
(unaudited)
1. Basis of Presentation and Summary of Significant Accounting Policies
Overview
Unless the context requires otherwise, references to LeMaitre, LeMaitre Vascular, and the Company refer to LeMaitre Vascular, Inc. and its subsidiaries. The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying unaudited consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
The accompanying unaudited interim financial statements and related notes have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2026, and results of operations for the three and nine months ended September 30, 2026 and 2025, and cash flows for the nine months ended September 30, 2026 and 2025, have been made. The Company’s results of operations for the three and nine months ended September 30, 2026, are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2026.
Significant Accounting Policies
A summary of the Company's significant accounting policies is included in Note 1 of the "Notes to Consolidated Financial Statements" contained in its Form 10-K for the year ended December 31, 2025. The Company believes that the consistent application of these policies enables it to provide users of the financial statements with useful and reliable information about its operating results and financial condition.
Beginning in 2026, the Company is self‑insured for certain employee health benefits up to specified retention levels for its US-based employees. The Company records an expense as incurred with a liability for self‑insured risks based on its estimate of the ultimate cost of both reported claims and claims incurred but not yet reported as of the balance sheet date. Expenses are allocated to the applicable employee department on the consolidated statement of operations and liabilities are recorded to accrued expenses on the consolidated balance sheet.
The estimation of self‑insurance liabilities is a significant accounting estimate because it requires judgment and is subject to inherent uncertainty. Key assumptions used in estimating the liability include historical claims experience, claim development patterns, severity and frequency of claims, changes in healthcare costs, legal or regulatory developments, and other factors that may influence the ultimate cost of settling claims. The Company also uses information provided by third‑party administrators and independent actuarial specialists in developing these estimates.
There have been no other significant changes during the three and nine months ended September 30, 2026 in any of the Company's Significant Accounting Policies from those contained in its Form 10-K for the year ended December 31, 2025.
Recently Adopted Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-04, Induced Conversions of Convertible Debt Instruments. The new guidance clarifies the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument. The guidance is effective for fiscal years beginning after December 15, 2025, including interim reporting periods within those annual reporting periods, with early adoption permitted, and it can be adopted either on a prospective or retrospective basis. The Company
7
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Modifications to Receivable and Contract Assets. The new guidance reduces the cost and complexity of applying the current expected credit loss model to current accounts receivable and current contract assets for public business entities through a practical expedient to assume that current conditions as of the balance sheet date will continue for the remaining life of assets. The guidance is effective for fiscal years beginning after December 15, 2025, including interim periods within those annual periods, with early adoption permitted on a prospective basis. The Company
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other- Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The new guidance modernizes the accounting for internal-use software to current development practices, clarifies when to begin capitalizing costs and enhances disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those annual periods, with early adoption permitted, and it can be adopted either on a prospective or retrospective basis. The Company
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company’s annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently in the process of evaluating the impact of this pronouncement on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvement. The new guidance creates a comprehensive list of required interim disclosures and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the previous year end. The guidance is effective for interim periods within fiscal years beginning after December 15, 2027 and it can be adopted either on a prospective or retrospective basis. The Company is currently in the process of evaluating the impact of this pronouncement on its consolidated financial statements and related disclosures.
2. Investments
Investment Components
The Company invests in short-term marketable securities, which include money markets held in the investment portfolios, equity securities, and available-for-sale debt securities. Available-for-sale debt securities are carried at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income (loss). Interest, dividends, and realized gains and losses are recorded in investment income within other income (loss) on the statement of operations.
The components of investments consisted of the following:
8
|
|
Fair Value Level |
|
Amortized Cost Basis |
|
|
Gross Unrealized Gain |
|
|
Gross Unrealized Loss |
|
|
Fair Value |
|
||||
September 30, 2026 |
|
(in thousands) |
|
|||||||||||||||
Corporate debt securities |
|
Level 2 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
United States government agency securities |
|
Level 2 |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Asset-backed securities |
|
Level 2 |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Yankee debt securities |
|
Level 2 |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Commercial paper |
|
Level 2 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Certificates of deposit |
|
Level 2 |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Total debt investments |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Money market investments |
|
Level 1 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total short-term marketable securities |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
Fair Value Level |
|
Amortized Cost Basis |
|
|
Gross Unrealized Gain |
|
|
Gross Unrealized Loss |
|
|
Fair Value |
|
||||
December 31, 2025 |
|
(in thousands) |
|
|||||||||||||||
Corporate debt securities |
|
Level 2 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
United States government agency securities |
|
Level 2 |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Asset-backed securities |
|
Level 2 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Yankee debt securities |
|
Level 2 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Commercial paper |
|
Level 2 |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Certificates of deposit |
|
Level 2 |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Total debt investments |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Equity investments |
|
Level 1 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Money market investments |
|
Level 1 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total short-term marketable securities |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
As of September 30, 2026, certain available-for-sale securities were in an unrealized loss position. The Company does not intend to sell, and it is more-likely-than-not that the Company will not be required to sell, these securities before recovery of their amortized cost basis. Accordingly, the Company concluded that
Contractual Maturities
The contractual maturities of available-for-sale debt securities as of September 30, 2026 were as follows:
|
|
September 30, 2026 |
|
|||||
|
|
Amortized Cost Basis |
|
|
Fair Value |
|
||
|
|
(in thousands) |
|
|||||
Due in one year or less |
|
$ |
|
|
$ |
|
||
Due after one year through five years |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
9
3. Inventory and Other Deferred Costs
Inventory and other deferred costs consisted of the following:
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
|
|
(in thousands) |
|
|||||
Raw materials |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Finished products |
|
|
|
|
|
|
||
Other deferred costs |
|
|
|
|
|
|
||
Total inventory and other deferred costs |
|
$ |
|
|
$ |
|
||
The Company had inventory on consignment at customer sites of $
In connection with the Company’s 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 the Company preserves are not held as inventory, and the costs the Company incurs 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. The Company expenses general and administrative expenses and selling expenses associated with the provision of these services as incurred.
4. Goodwill and Other Intangible Assets
There was
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||||||
|
|
Gross |
|
|
|
|
|
Net |
|
|
Gross |
|
|
|
|
|
Net |
|
||||||
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
||||||
|
|
Value |
|
|
Amortization |
|
|
Value |
|
|
Value |
|
|
Amortization |
|
|
Value |
|
||||||
|
|
(in thousands) |
|
|||||||||||||||||||||
Product technology and intellectual |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Trademarks, tradenames and licenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationships |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total identifiable intangible assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Intangible assets consist primarily of customer relationships, purchased developed technology, trademarks, licenses, and non-compete provisions, and are amortized over their estimated useful lives. The weighted-average amortization period for these intangibles as of September 30, 2026, is
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Amortization expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
10
Estimated amortization expense for the remainder of 2026, and for each of the next five fiscal years, based upon intangible assets at September 30, 2026, is as follows:
|
|
Year ended December 31, |
|
|||||||||||||||||||||
|
|
2026 |
|
|
2027 |
|
|
2028 |
|
|
2029 |
|
|
2030 |
|
|
2031 |
|
||||||
|
|
(in thousands) |
|
|||||||||||||||||||||
Amortization expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
5. Accrued Expenses and Other Long-term Liabilities
Accrued expenses consisted of the following:
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
|
|
(in thousands) |
|
|||||
Compensation and related taxes |
|
$ |
|
|
$ |
|
||
Accrued inventory purchases |
|
|
|
|
|
|
||
Accrued expenses |
|
|
|
|
|
|
||
Accrued interest |
|
|
|
|
|
|
||
Income and other taxes |
|
|
|
|
|
|
||
Professional fees |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Other long-term liabilities consisted of the following:
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
|
|
(in thousands) |
|
|||||
Acquisition-related liabilities |
|
$ |
|
|
$ |
|
||
Income taxes |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
6. Income Taxes
As part of the process of preparing its consolidated financial statements, the Company is required to determine its income taxes in each of the jurisdictions in which it operates. This process involves the Company estimating its 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 the Company’s consolidated balance sheet. The Company must then assess the likelihood that its deferred tax assets will be recovered from taxable income during the carryback period or in the future, and to the extent the Company believes that recovery is not more likely than not, the Company must establish a valuation allowance. To the extent the Company establishes a valuation allowance or increases its allowance in a period, the Company must reflect this increase as an expense within the tax provision in the statement of operations. The Company does not provide for income taxes on undistributed earnings of certain foreign subsidiaries, as its intention is to permanently reinvest these earnings.
The Company recognizes, measures, presents, and discloses in its consolidated financial statements any uncertain tax positions that it has taken, or expects to take on a tax return. The Company operates in multiple taxing jurisdictions, both inside and outside the United States, and may be subject to audits from various tax authorities. Management’s judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities, liabilities for uncertain tax positions, and any valuation allowance recorded against the Company’s net deferred tax assets. The Company monitors the realizability of its deferred tax assets and will adjust the valuation allowance accordingly.
11
The Company’s policy is to classify interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s 2026 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 its foreign subsidiaries, and discrete stock option exercises. The Company’s 2025 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 its foreign subsidiaries, and discrete stock option exercises.
The Company has reviewed the tax positions taken, or to be taken, in its tax returns for all tax years currently open to examination by a taxing authority. As of September 30, 2026, the gross amount of unrecognized tax benefits exclusive of interest and penalties was $
|
|
Nine months ended |
|
|
|
|
(in thousands) |
|
|
Unrecognized tax benefits as of December 31, 2025 |
|
$ |
|
|
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 September 30, 2026 |
|
$ |
|
|
As of September 30, 2026, a summary of the tax years that remain subject to examination in the Company’s taxing jurisdictions is as follows:
United States |
|
2022 and forward |
Foreign |
|
2017 and forward |
7. Convertible Senior Notes
Convertible senior notes consisted of the following:
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
|
|
(in thousands) |
|
|||||
Principal amount of convertible senior notes |
|
$ |
|
|
$ |
|
||
Less: Current portion of convertible senior notes |
|
|
|
|
|
|
||
Convertible senior notes, net of current portion |
|
|
|
|
|
|
||
Debt discount, net of accretion |
|
|
( |
) |
|
|
( |
) |
Convertible senior notes, net of discount and current portion |
|
$ |
|
|
$ |
|
||
On December 19, 2024, the Company issued $
The Senior Convertible Notes will mature on February 1, 2030, unless earlier repurchased, redeemed, or converted. The proceeds from the issuance of the Senior Convertible Notes were approximately $
12
The Senior Convertible Notes bear interest at a rate of
Noteholders may convert all or a portion of their Senior Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2025, if the last reported sale price per share of the Company’s common stock exceeds
Additional interest of up to
Prior to February 5, 2028, the Senior Convertible Notes will not be redeemable. On or after February 5, 2028, until the
During each of the nine months ended September 30, 2026 and 2025, the Company recognized $
13
8. Stock-Based Compensation
The Company’s 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 its officers, employees, directors, and consultants.
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Stock option awards |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Performance-based restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Stock-based compensation is included in the Company’s consolidated statements of operations as follows:
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Cost of sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
During the nine months ended September 30, 2026, the Company granted
9. Net Income per Share
Basic net income per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income per share reflects the potential dilution that could occur from securities or other contracts to issue common stock, including senior convertible notes, stock options, restricted stock units, and performance-based restricted stock units. Diluted net income per share for the Company's convertible senior notes is calculated using the if-converted method. Under this method, interest expense, net of tax, associated with the convertible senior notes is added back to net income and the shares issuable upon conversion are included in diluted weighted-average shares outstanding.
14
A reconciliation of the numerators and the denominators of the basic and dilutive net income per common share computations are as follows:
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands, except per share data) |
|
|
(in thousands, except per share data) |
|
||||||||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income - basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Effect of dilutive shares on net income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense on convertible senior notes, net of tax |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
Net income - diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average basic common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options to purchase common stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Performance-based restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Convertible senior notes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average dilutive common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
During the three and nine months ended September 30, 2026 and 2025, the Company had $
The Company has excluded potential dilutive securities from the computation of diluted earnings per common share that would be anti-dilutive to net income per common share. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net income per common share attributable to common shareholders for the periods indicated because including them would have an anti-dilutive effect:
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Convertible senior notes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options to purchase common stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Performance-based restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
15
10. Stockholders’ Equity
Share Repurchase Program
On February 19, 2026, the Company’s Board of Directors authorized the repurchase of up to $
Dividends
In February 2011, the Company’s Board of Directors approved a policy for the payment of quarterly cash dividends on its common stock. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the Board of Directors on a quarterly basis.
Record Date |
|
Payment Date |
|
Per Share Amount |
|
|
Dividend Payment |
|
||
|
|
|
|
|
|
|
(in thousands) |
|
||
Fiscal Year 2026 |
|
|
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||||
|
|
$ |
|
|
$ |
|
||||
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
||
Fiscal Year 2025 |
|
|
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||||
|
|
$ |
|
|
$ |
|
||||
|
|
$ |
|
|
$ |
|
||||
|
|
$ |
|
|
$ |
|
||||
On October 27, 2026, the Company’s Board of Directors approved a quarterly cash dividend on its common stock of $
16
11. Commitments and Contingencies
Operating 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.
Location (leases) |
|
Purpose |
|
Expiration |
|
|
|
|
|
Americas |
|
|
|
|
Fox River Grove, IL (2) |
|
RestoreFlow allografts business |
|
|
North Brunswick, NJ |
|
Artegraft biologic business |
|
|
Burlington, MA |
|
Corporate headquarters |
|
|
Billerica, MA |
|
Warehousing and distribution |
|
|
Burlington, MA (5) |
|
Corporate headquarters and manufacturing |
|
|
Mississauga, Canada |
|
Canada sales office and distribution |
|
|
|
|
|
|
|
Europe, Middle East and Africa |
|
|
|
|
Hereford, England |
|
United Kingdom sales office and distribution |
|
|
Milan, Italy |
|
Italy sales office and distribution |
|
|
Madrid, Spain |
|
Spain sales office and distribution |
|
|
Maisons-Alfort, France |
|
France sales office and distribution |
|
|
Glattbrugg, Switzerland |
|
Switzerland sales office and distribution |
|
|
Dublin, Ireland |
|
Ireland sales office and distribution |
|
|
Sulzbach, Germany |
|
European headquarters and distribution |
|
|
|
|
|
|
|
Asia Pacific |
|
|
|
|
Seoul, Korea |
|
Korea sales office and distribution |
|
|
Tokyo, Japan |
|
Japan sales office and distribution |
|
|
Shanghai, China |
|
China sales office and distribution |
|
|
Singapore |
|
Asia Pacific headquarters and distribution |
|
|
Bangkok, Thailand |
|
Thailand sales office and distribution |
|
|
Docklands, Australia |
|
Australia sales office and distribution |
|
|
Ballarat, Australia |
|
Supply facility |
|
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 the Company’s noncancelable lease payments include non-lease components such as maintenance contracts. The Company generally reimburses the landlord for direct operating costs associated with the leased space. The Company has no subleases, and there are no residual value guarantees associated with, or restrictive covenants imposed by, any of its leases. The Company held no assets under finance leases as of September 30, 2026. The Company elected the package of practical expedients that allow it to omit leases with initial terms of 12 months or less from its balance sheet, which the Company expenses on a straight-line basis over the term 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.
17
Additional information with respect to the Company’s leases is as follows:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Short-term lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average remaining lease term - operating |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average discount rate - operating leases |
|
|
|
|
|
|
|
|
% |
|
|
% |
||||
As of September 30, 2026, the minimum noncancelable operating lease rental commitments with initial or remaining terms of more than one year are as follows:
Remainder of 2026 |
|
$ |
|
|
Year ending December 31, |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031 |
|
|
|
|
Thereafter |
|
|
|
|
Adjustment to net present value as of September 30, 2026 |
|
|
( |
) |
|
|
|
|
|
Minimum noncancelable lease liability |
|
$ |
|
|
In October 2026, the Company executed the following amendments to its existing Burlington, Massachusetts leases, the financial impacts of which is in the process of evaluating:
Lease Location |
|
Amendment |
|
Expiration |
2 4th Avenue, Burlington, MA |
|
Termination of lease |
|
|
32-34 Third Avenue, Burlington, MA |
|
Extend the term of the lease for a period of one additional year |
|
|
43 Second Avenue, Burlington, MA |
|
Extend the term of the lease for a period of one additional year |
|
|
53 Second Avenue, Burlington, MA |
|
Extend the term of the lease for a period of one additional year |
|
|
63 Second Avenue, Burlington, MA |
|
Extend the term of the lease for a period of one additional year |
|
|
52-54 Third Avenue, Burlington, MA |
|
Increase rentable area from |
|
12. Segment and Geographic Information
The Company regularly reviews its segment financial information and the approach used by the chief operating decision maker (“CODM”), the Chief Executive Officer, to evaluate performance and allocate resources. The Company considers the business to be a
18
single operating segment engaged in the development, manufacturing, and marketing of medical devices and implants, as well as the processing and cryopreservation of human tissues for implantation in patients, all used primarily in the field of vascular surgery.
The CODM uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the single operating segment or into other parts of the entity, such as for acquisitions, dividend payments, and/or short-term marketable security investments. Net income is also used to monitor budget versus actual results, which is used in assessing performance of the segment and in establishing management’s compensation.
In addition to total segment net income, the CODM’s quarterly reporting package includes several highlighted expense categories that the CODM considers key strategic drivers of the Company’s long-term profitability.
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketing expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finance expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Management information systems expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Process engineering expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Regulatory and clinical expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (income) expense, net* |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
*Refer to the consolidated statement of operations for the components of other income and expense and related amounts.
Most of the Company’s revenues are generated in the United States, Germany, the United Kingdom, other European countries, and Canada. Substantially all of the Company’s assets are located in the United States and Germany.
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Germany |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
||||
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other countries |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
19
13. Subsequent Events
In addition to the subsequent events described in Notes 10 and 11, on
The aggregate purchase price for the acquired assets was approximately $
Under the terms of the transaction, B. Braun will continue to be the legal manufacturer and to supply the acquired products to the Company during a transition period while the Company establishes its own manufacturing capabilities. The parties also entered into transition services, supply, license and quality assurance agreements in connection with the transaction.
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 26, 2026, or the 2025 Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Item 1A. Risk Factors” section of this Quarterly Report on Form 10-Q and the “Item 1A. Risk Factors” section of our 2025 Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
We are a global provider of medical devices and human tissue cryopreservation services largely used in the treatment of peripheral vascular disease, end-stage renal disease, and cardiovascular disease. We develop, manufacture, and market vascular devices to address the needs of vascular surgeons and, to a lesser degree, other specialties such as cardiac surgeons, general surgeons, and neurosurgeons. Our diversified portfolio of devices consists of brand name products that are used in arteries and veins and are well known to vascular surgeons. Our principal product offerings are sold globally, primarily in the United States, Europe, Canada, and Asia Pacific, or APAC. We estimate that the annual worldwide market for peripheral vascular devices exceeds $9 billion, within which we estimate that the market for our products is approximately $1 billion. We have grown our business using a three-pronged strategy: 1) pursuing a focused call point, 2) competing for sales of low-rivalry, niche products, and 3) expanding our worldwide direct sales force while acquiring complementary devices. We have used acquisitions as a primary means of further penetrating the peripheral vascular device market, and we expect to continue this strategy in the future. We currently manufacture most of our products in our Burlington, Massachusetts headquarters.
Our products and services are used primarily by vascular surgeons who treat peripheral vascular disease through both open surgical methods and endovascular techniques. In contrast to interventional cardiologists and interventional radiologists, vascular surgeons can perform both open surgical and minimally invasive endovascular procedures, and therefore can provide a wider range of treatment options to their patients. Recently we have also begun to explore adjacent market customers, such as cardiac surgeons and interventional cardiologists.
Our principal product lines include the following: anastomotic clips, biologic vascular and dialysis grafts, biologic vascular and cardiac patches, carotid shunts, embolectomy and occlusion catheters, radiopaque marking tape, synthetic vascular and dialysis grafts, and valvulotomes. Through our RestoreFlow allografts business, we also process and cryopreserve human vascular and cardiac tissue.
Our principal biologic offerings include vascular and cardiac patches as well as vascular and dialysis grafts. In Q3 2026, biologics represented 56% of our worldwide sales. We believe our biologic devices represent differentiated and, in many cases, growing product segments.
Our business opportunities include the following:
21
We sell our products and services primarily through a direct sales force. Our worldwide headquarters is located in Burlington, Massachusetts, and we also have a North American sales office in Mississauga, Canada. Our European headquarters is located in Sulzbach, Germany, and we also have European sales offices in Milan, Italy; Madrid, Spain; Hereford, England; Dublin, Ireland; Maisons-Alfort, France; and Glattbrugg, Switzerland. Our APAC headquarters is located in Singapore, and we also have APAC sales offices in Tokyo, Japan; Shanghai, China; Docklands, Australia; Seoul, Korea; and Bangkok, Thailand. During the quarter ended September 30, 2026, approximately 94% of our net sales were generated in territories in which we employ direct sales representatives. We sell our products in other countries through distributors. As of September 30, 2026, our sales force comprised 171 sales representatives and export managers in North America, Europe, and APAC.
Historically we have experienced success in lower-rivalry niche segments. In the valvulotome market, for example, our differentiated devices have historically allowed us to increase average selling prices without incurring significant unit share loss. In contrast, we have experienced less success in competitive markets such as the polyester vascular graft market, where we face competition from larger companies with greater resources and lower per unit costs.
We have also experienced success in international markets, such as Europe, where we have a significant sales force, and sometimes offer lower average selling prices than in North America. If we continue to seek growth opportunities outside of North America, we may experience downward pressure on our gross margin.
We obtain regulatory approvals for our devices and services in new product categories and geographies to further access the broader peripheral device market and selected other markets, thus extending our geographic reach. Recent approvals include clearance to sell the Artegraft bovine graft in the European Union (EU) in April 2025, Australia in June 2025, Canada in December 2025, and Brazil in September 2026, the Pruitt Aortic Occlusion Catheter in the EU in May 2025, and the Pruitt Occlusion Catheter in China in June 2025.
Separately, our regulatory efforts to maintain approvals in the EU and the United Kingdom (UK) have succeeded ahead of the full EU transition from the Medical Device Directive (MDD) to the Medical Device Regulation (MDR) and the UK transition to the United Kingdom Conformity Assessed (UKCA) mark. As of June 30, 2026, we had substantially received all of our product approvals in the EU and UK. The European Commission has designated the end of 2028 as the final MDR CE mark transition deadline.
Historically, we have provided cryopreservation services for our RestoreFlow allografts primarily in the US, UK, and Canada. In October 2025, we received approval from the German authority on tissue banking to allow provision of these services in the German market. We began providing cryopreservation services for our RestoreFlow allografts in Germany in May 2026.
Our strategy for growing our business includes acquisitions of complementary product lines and companies, which can be difficult to identify, negotiate, and purchase. There can be no assurance that we will be able to do so in the future.
Occasionally we discontinue or divest products that are no longer complementary to our business or not commercially viable.
22
From time to time we may undertake SKU reductions and attempt to transition sales to other SKUs or products with similar features. Any of these actions may result in inventory write-offs and temporary or permanent negative impacts to our sales, gross margin, and customer relationships.
Because we believe that direct-to-hospital sales engender closer customer relationships, and allow for higher selling prices and gross margins through elimination of an intermediary, we periodically enter into transactions with country-specific distributors to transition their sales of our medical devices into our direct sales organization:
In addition to our sales growth strategies, we have also executed several operational initiatives designed to consolidate manufacturing into our Burlington facilities. We expect these plant consolidations and manufacturing transfers will result in improved control over production quality as well as reduced costs. Our most recent manufacturing transfers are:
Our execution of these initiatives may affect the comparability of our financial results and may cause fluctuations from period to period.
In February 2024, we began implementing a new enterprise resource planning, or ERP, system to replace our financial reporting and planning system. In the United States, we transitioned from our legacy ERP system to our newly implemented Microsoft Dynamics D365 system in February 2024. We implemented this new system in the UK in February 2025, Ireland in April 2026, and Canada in July 2026. We intend to continue rolling out the new system in our other international locations on a staged basis. The new ERP system has been beneficial in a number of areas, including inventory management, pricing programs, financial operations and real-time reporting. As of September 30, 2026, we have net capitalized costs on our balance sheet of $4.8 million associated with this ERP system.
Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, primarily the Euro, affect our financial results. For the nine months ended September 30, 2026, approximately 45% of our sales took place outside of the United States, largely in currencies other than the U.S. dollar. We expect foreign currencies will represent a significant percentage of future sales. Selling, marketing, and administrative costs related to these sales are also denominated in foreign currencies, thereby partially mitigating our bottom-line exposure to exchange rate fluctuations. If there is an increase in the rate at which a foreign currency is exchanged for U.S. dollars, it will require less of the foreign currency to equal a specified amount of U.S. dollars than before the rate increase. In such cases we will record more revenue in U.S. dollars than we would have if the exchange rate had not changed. For the nine months
23
ended September 30, 2026, we estimate that the effects of changes in foreign exchange rates increased our reported sales by approximately $2.0 million, as compared to rates in effect for the nine months ended September 30, 2025.
Net Sales and Expense Components
The following is a description of the primary components of our net sales and expenses:
Net sales. We derive our net sales from the sale of our products and services, less discounts and returns. Net sales include the shipping and handling fees paid for by our customers. Most of our sales are generated by our direct sales force and are shipped and billed to hospitals or clinics globally. In countries where we do not have a direct sales force, sales are primarily made to distributors, who in turn sell to hospitals and clinics. In limited cases our products are held on consignment at a hospital or clinic prior to purchase; in those instances we recognize revenue at the time the product is used in surgery rather than at shipment.
Cost of sales. We manufacture the majority of the products that we sell. Our cost of sales consists primarily of manufacturing personnel wages, raw materials and components, depreciation of property and equipment, and other allocated manufacturing overhead, including an allocation of our quality department expenses. Additionally, cost of sales includes the freight expenses we pay to ship products to customers, inventory scrap charges, and excess and obsolescence expenses.
Sales and marketing. Sales and marketing expense consists primarily of salaries, commissions, contests, stock-based compensation, travel and entertainment, sales meetings, attendance at vascular and cardiac congresses, training programs, advertising and product promotions, direct mail, and other marketing costs. Additionally, sales and marketing expense includes customer service department personnel charges.
General and administrative. General and administrative expense consists primarily of executive, finance and human resource salaries, stock-based compensation, legal and accounting fees, information technology expense, intangible asset amortization expense, and insurance expense.
Research and development. Research and development expense primarily includes costs associated with obtaining and maintaining regulatory approval of our products, salaries, laboratory testing, and supply costs. It also includes costs associated with the design and execution of clinical studies and costs to transfer the manufacturing of acquired product lines to our Burlington facility. Additionally, research and development expense includes costs associated with the design, development, testing, and enhancement of new or existing products.
Other income (expense). Other income (expense) primarily includes interest and dividend income, realized gains (losses) from the sale of debt and equity investments, unrealized gains (losses) from equity investments, interest expense for the Senior Convertible Notes, foreign currency gains (losses), and other miscellaneous gains (losses).
Income tax expense. We are subject to federal and state income taxes for earnings generated in the United States, which include operating losses or profits in certain foreign jurisdictions for certain years depending on tax elections made, and foreign taxes on earnings of our wholly-owned foreign subsidiaries. Our consolidated tax expense is affected by the mix of our taxable income (loss) in the United States and foreign subsidiaries, permanent items, discrete items, unrecognized tax benefits, and amortization of goodwill for U.S. tax reporting purposes.
24
Results of Operations
Comparison of the three and nine month periods ended September 30, 2026, to the three and nine month periods ended September 30, 2025:
The following table sets forth for the periods indicated our net sales by geography and the change between the specified periods expressed as a percentage increase or decrease:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||||||||||
(unaudited) |
|
|
|
|
|
|
|
Percent |
|
|
|
|
|
|
|
|
Percent |
|
||||||
|
|
2026 |
|
|
2025 |
|
|
change |
|
|
2026 |
|
|
2025 |
|
|
change |
|
||||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||||||||||
Net sales |
|
$ |
67,970 |
|
|
$ |
61,046 |
|
|
|
11 |
% |
|
$ |
204,903 |
|
|
$ |
185,149 |
|
|
|
11 |
% |
Net sales by geography: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Americas |
|
$ |
42,713 |
|
|
$ |
39,218 |
|
|
|
9 |
% |
|
$ |
127,763 |
|
|
$ |
119,496 |
|
|
|
7 |
% |
Europe, Middle East and Africa |
|
|
20,830 |
|
|
|
17,631 |
|
|
|
18 |
% |
|
|
63,254 |
|
|
|
53,431 |
|
|
|
18 |
% |
Asia Pacific |
|
|
4,427 |
|
|
|
4,197 |
|
|
|
5 |
% |
|
|
13,886 |
|
|
|
12,222 |
|
|
|
14 |
% |
Total |
|
$ |
67,970 |
|
|
$ |
61,046 |
|
|
|
11 |
% |
|
$ |
204,903 |
|
|
$ |
185,149 |
|
|
|
11 |
% |
Net sales. Net sales increased by $6.9 million, or 11%, to $68.0 million for the three months ended September 30, 2026, compared to $61.0 million for the three months ended September 30, 2025. The increase was driven primarily by higher average selling prices, higher unit volumes shipped to customers, and the international sales growth of Artegraft subsequent to the European launch in the second half of 2025. Graft sales increased $4.5 million, shunt sales increased $0.9 million, and valvulotome sales increased $0.5 million. We estimate that the stronger U.S. dollar decreased net sales by $0.4 million during the three months ended September 30, 2026, as compared to the three months ended September 30, 2025.
Direct-to-hospital net sales were 94% and 95% of our total net sales for the three months ended September 30, 2026 and 2025.
Net sales increased by $19.8 million, or 11%, to $204.9 million for the nine months ended September 30, 2026, compared to $185.1 million for the nine months ended September 30, 2025. The increase was driven by higher average selling prices, higher unit volumes shipped to customers, and the international sales growth of Artegraft subsequent to the European launch in the second half of 2025. Graft sales increased $13.7 million, shunt sales increased $2.7 million, valvulotome sales increased $2.3 million, and clip sales increased $1.4 million, offset by decreased sales of catheters of $0.4 million. We estimate that the weaker U.S. dollar increased net sales by $2.0 million during the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025.
Direct-to-hospital net sales were 95% of our total net sales for both the nine months ended September 30, 2026 and 2025.
Net sales by geography. Net sales in the Americas increased $3.5 million, or 9%, for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The increase was driven primarily by increased sales of grafts of $2.6 million, clips of $0.4 million, valvulotomes and patches of $0.2 million each, and shunts of $0.1 million.
Net sales in the Americas increased $8.3 million, or 7%, for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase was driven primarily by increased sales of grafts of $8.0 million, clips of $0.9 million, valvulotomes of $0.8 million, and shunts of $0.5 million, offset by decreased sales of patches of $0.9 million, due to the termination of our distribution agreement with Elutia in 2025, catheters of $0.6 million, and tape of $0.3 million.
Net sales in Europe, Middle East, and Africa, or EMEA, increased $3.2 million, or 18%, for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The increase was driven primarily by increased sales of grafts of $1.9 million, shunts of $0.8 million, valvulotomes of $0.3 million, and patches of $0.2 million.
Net sales in EMEA increased $9.8 million, or 18%, for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase was driven primarily by increased sales of grafts of $5.4 million, shunts of $2.0 million, valvulotomes of $1.4 million, and patches of $0.9 million.
Net sales in APAC increased $0.2 million, or 5%, for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025. The increase was driven primarily by increased sales of patches and grafts of $0.1 million each.
25
Net sales in APAC increased $1.7 million, or 14%, for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025. The increase was driven primarily by increased sales of clips and grafts of $0.4 million each, patches of $0.3 million, shunts and catheters of $0.2 million each, and valvulotomes of $0.1 million.
Gross Profit. The following table sets forth the change in our gross profit and gross margin for the periods indicated:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||||||||||||||||||
(unaudited) |
|
|
|
|
|
|
|
|
|
|
Percent |
|
|
|
|
|
|
|
|
|
|
|
Percent |
|
||||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
change |
|
||||||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||||||||||||||||||
Gross profit |
|
$ |
48,705 |
|
|
$ |
45,955 |
|
|
$ |
2,750 |
|
|
|
6 |
% |
|
$ |
147,865 |
|
|
$ |
132,349 |
|
|
$ |
15,516 |
|
|
|
12 |
% |
Gross margin |
|
|
71.7 |
% |
|
|
75.3 |
% |
|
|
(3.6 |
)% |
|
* |
|
|
|
72.2 |
% |
|
|
71.5 |
% |
|
|
0.7 |
% |
|
* |
|
||
* Not applicable
Gross profit increased $2.8 million, or 6%, to $48.7 million for the three months ended September 30, 2026, as compared to $46.0 million for the three months ended September 30, 2025, and gross margin decreased by 360 basis points to 71.7% in the period, as compared to 75.3% for the three months ended September 30, 2025. The increase in gross profit was driven primarily by increased sales, particularly from grafts, shunts, and valvulotomes, offset by the receipt of the Employee Retention Credit, or ERC, in September 2025 which reduced cost of sales by $2.7 million. The decrease in gross margin was driven primarily by the ERC and higher excess and obsolescence charges related to the wind-down of the PhasTIPP product line by $0.5 million, offset by sales price increases, favorable product mix, and lower shipping costs.
Gross profit increased $15.5 million, or 12%, to $147.9 million for the nine months ended September 30, 2026, as compared to $132.3 million for the nine months ended September 30, 2025, and gross margin increased by 70 basis points to 72.2% in the period, as compared to 71.5% for the nine months ended September 30, 2025. The increase in gross profit was driven primarily by increased sales, particularly from grafts, shunts, and valvulotomes, offset by the receipt of the ERC in September 2025. The increase in gross margin was driven primarily by sales price increases, favorable product mix, including decreased sales of comparatively lower margin porcine patches due to the decision to end our distribution agreement with Elutia, and lower shipping costs. The increase was partially offset by the receipt of the ERC in September 2025, which reduced cost of sales by $2.7 million, and higher excess and obsolescence charges.
Operating Expenses. The following tables set forth changes in our operating expenses for the periods indicated and the change between the specified periods expressed as a percentage increase or decrease:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Percent |
|
|
|
|
|
|
|
|
|
|
|
Percent |
|
||||||||
(unaudited) |
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
change |
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
change |
|
||||||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||||||||||||||||||
Sales and marketing |
|
$ |
14,506 |
|
|
$ |
11,923 |
|
|
$ |
2,583 |
|
|
|
22 |
% |
|
$ |
43,429 |
|
|
$ |
41,030 |
|
|
$ |
2,399 |
|
|
|
6 |
% |
General and administrative |
|
|
12,083 |
|
|
|
10,750 |
|
|
|
1,333 |
|
|
|
12 |
% |
|
|
35,239 |
|
|
|
31,633 |
|
|
|
3,606 |
|
|
|
11 |
% |
Research and development |
|
|
4,421 |
|
|
|
2,970 |
|
|
|
1,451 |
|
|
|
49 |
% |
|
|
13,328 |
|
|
|
10,606 |
|
|
|
2,722 |
|
|
|
26 |
% |
Total |
|
$ |
31,010 |
|
|
$ |
25,643 |
|
|
$ |
5,367 |
|
|
|
21 |
% |
|
$ |
91,996 |
|
|
$ |
83,269 |
|
|
$ |
8,727 |
|
|
|
10 |
% |
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
|
|
|
2026 |
|
|
2025 |
|
|
|
|
||||||
|
|
% of Net |
|
|
% of Net |
|
|
Change |
|
|
% of Net |
|
|
% of Net |
|
|
Change |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sales and marketing |
|
|
21 |
% |
|
|
20 |
% |
|
|
1 |
% |
|
|
21 |
% |
|
|
22 |
% |
|
|
(1 |
)% |
General and administrative |
|
|
18 |
% |
|
|
18 |
% |
|
|
0 |
% |
|
|
17 |
% |
|
|
17 |
% |
|
|
0 |
% |
Research and development |
|
|
7 |
% |
|
|
5 |
% |
|
|
2 |
% |
|
|
7 |
% |
|
|
6 |
% |
|
|
1 |
% |
26
Sales and marketing. For the three months ended September 30, 2026, sales and marketing expenses increased 22% to $14.5 million. The increase was driven primarily by higher compensation and related expenses of $1.3 million, including $0.8 million of the ERC received in September 2025. Additionally, travel and training expenses increased $0.6 million and professional fees and outside services expenses increased $0.3 million. Sales force headcount was 171 as of September 30, 2026, a 13% increase from September 30, 2025. As a percentage of net sales, sales and marketing expenses increased to 21% for the three months ended September 30, 2026, up from 20% for the three months ended September 30, 2025.
For the nine months ended September 30, 2026, sales and marketing expenses increased 6% to $43.4 million. The increase was driven primarily by higher compensation and related expenses of $1.3 million, including $0.8 million of the ERC received in September 2025. Additionally, sales meeting and trade show expenses increased $0.6 million and travel and training expenses increased $0.4 million. As a percentage of net sales, sales and marketing expenses decreased to 21% for the nine months ended September 30, 2026, down from 22% for the nine months ended September 30, 2025.
General and administrative. For the three months ended September 30, 2026, general and administrative expenses increased 12% to $12.1 million. The increase was driven primarily by higher headcount and wage increases, which resulted in increased compensation and related expenses of $0.9 million, including $0.3 million of the ERC received in September 2025. Additionally, general supplies expenses increased $0.3 million and bad debt expenses increased $0.2 million, offset by lower professional fees and outside services expenses of $0.2 million, including $0.7 million of 2025 ERC third party consultant fees. As a percentage of net sales, general and administrative expenses remained consistent at 18% for the three months ended September 30, 2026 and 2025, respectively.
For the nine months ended September 30, 2026, general and administrative expenses increased 11% to $35.2 million. The increase was driven primarily by higher headcount and wage increases, which resulted in increased compensation and related expenses of $2.2 million, including $0.3 million of the ERC received in September 2025. Additionally, general supplies expenses increased $0.8 million and professional fees and outside services expenses increased $0.6 million, including $0.7 million of 2025 ERC third party consultant fees. As a percentage of net sales, general and administrative expenses remained consistent at 17% for the nine months ended September 30, 2026 and 2025, respectively.
Research and development. For the three months ended September 30, 2026, research and development expenses increased 49% to $4.4 million. The increase was driven primarily by higher third-party service fees and general supplies expenses associated with the current transfer of our allograft tissue processing from our Fox River Grove facility to Burlington, which resulted in increased expenses of $0.7 million. Additionally, compensation and related expenses increased $0.6 million, including $0.3 million of the ERC received in September 2025. As a percentage of net sales, research and development expenses increased to 7% for the three months ended September 30, 2026, up from 5% for the three months ended September 30, 2025.
For the nine months ended September 30, 2026, research and development expenses increased 26% to $13.3 million. The increase was driven primarily by higher third-party service fees and general supplies expenses associated with the current transfer of our allograft tissue processing from our Fox River Grove facility to Burlington, which resulted in increased expenses of $1.3 million. Additionally, compensation and related expenses increased $0.7 million, including $0.3 million of the ERC received in September 2025, and facility expenses increased $0.5 million due to start-up costs associated with the new Billerica shipping warehouse since the lease commenced on January 1, 2026. The transfer of shipping operations to the Billerica shipping warehouse started in June 2026. As a percentage of net sales, research and development expenses increased to 7% for the nine months ended September 30, 2026, up from 6% for the nine months ended September 30, 2025.
Income tax expense. We recorded a tax provision of $4.6 million on pre-tax income of $19.7 million for the three months ended September 30, 2026, compared to a $5.2 million tax provision on pre-tax income of $22.6 million for the three months ended September 30, 2025. We recorded a tax provision of $13.8 million on pre-tax income of $61.5 million for the nine months ended September 30, 2026, compared to a tax provision of $12.7 million on pre-tax income of $54.9 million for the nine months ended September 30, 2025. Our effective income tax rate was 23.6% and 22.4% for the three- and nine-month periods ended September 30, 2026. Our tax expense for the current period is based on an estimated annual effective tax rate of 23.0%, adjusted in the applicable quarterly periods for discrete stock option exercises and other discrete items. Our income tax expense for the current period varies from the statutory rate mainly due to the generation of federal and state tax credits, permanent items, different statutory rates from our foreign entities, and a discrete item for stock option exercises.
Our effective income tax rate was 23.0% and 23.2% for the three- and nine-month periods ended September 30, 2025. Our 2025 provision was based on the estimated annual effective tax rate of 23.9%, adjusted in the applicable quarterly period for discrete stock option exercises and other discrete items. Our income tax expense for the three- and nine-month periods ended September 30,
27
2025 varied from the statutory rate mainly due to the generation of federal and state tax credits, permanent items, different statutory rates from our foreign entities, and a discrete item for stock option exercises.
We monitor the mix of profitability by tax jurisdiction and adjust our annual expected rate on a quarterly basis as needed. While it is often difficult to predict the final outcome or timing of the resolution for any particular tax matter, we believe our tax reserves reflect the probable outcome of known contingencies.
We assess the likelihood that our deferred tax assets will be realized through future taxable income and record a valuation allowance to reduce gross deferred tax assets to an amount that we believe is more likely than not to be realized. As of September 30, 2026, we have provided a valuation allowance of $1.7 million for deferred tax assets primarily related to Australian net operating loss and capital loss carry forwards and Massachusetts tax credit carry forwards that are not expected to be realized.
On July 4, 2025, President Donald Trump signed the One Big Beautiful Bill Act ("OBBBA") into law. Key corporate tax provisions include the restoration of 100% bonus depreciation for qualifying assets, immediate expensing for domestic research and experimental expenditures, changes to Section 163(j) interest limitations, updates to GILTI and FDII rules, amendments to energy credits, and expanded Section 162(m) aggregation requirements. The impact of these adjustments is reflected in our tax provision and financial statements for the three and nine month periods ended September 30, 2026. We will continue to monitor future legislative developments and assess their impact on our tax position and financial reporting.
Liquidity and Capital Resources
As of September 30, 2026, our cash and cash equivalents were $27.5 million, as compared to $28.2 million as of December 31, 2025. We had $362.2 million in short-term marketable securities as of September 30, 2026, as compared to $330.9 million as of December 31, 2025. Our cash and cash equivalents are bank deposits and liquid investments with maturities of 90 days or less at the date of purchase held in our operating bank accounts. Our short-term marketable securities primarily include corporate debt securities, U.S. government agency securities, and money market investments with maturities of 90 days or less at the date of purchase held outside of our operating bank accounts. As of September 30, 2026, our short-term marketable securities reflected a net unrealized loss of $1.7 million as a result of market interest rates.
On February 19, 2026, our Board of Directors authorized the repurchase of up to $100.0 million of our common stock through transactions on the open market, in privately negotiated purchases, or otherwise until February 18, 2027. The repurchase program may be suspended or discontinued at any time. To date we have not made any repurchases under this or any prior program.
Convertible Senior Notes
On December 19, 2024, we issued $172.5 million aggregate principal amount of convertible senior notes due 2030, or the Senior Convertible Notes, in a Rule 144A private placement to qualified institutional buyers pursuant to an indenture dated December 19, 2024, by and between us and U.S. Bank Trust Company, National Association, or the Indenture.
The Senior Convertible Notes will mature on February 1, 2030, unless earlier repurchased, redeemed or converted. The proceeds from the issuance of the Senior Convertible Notes were approximately $167.7 million, net of debt issuance costs totaling $4.8 million. The Senior Convertible Notes bear interest at a rate of 2.50% per year, and interest is payable semiannually in arrears on August 1 and February 1 of each year. For the nine months ended September 30, 2026 and 2025, we made $4.3 million and $2.7 million in interest payments, respectively. The initial conversion rate is 8.3521 shares of common stock per $1,000 principal amount of the Senior Convertible Notes, which represented an initial conversion price of approximately $119.73 per share of common stock and a premium of approximately 30% over the closing price of our common stock on December 16, 2024. In connection with the most recent payment made on September 3, 2026 of a quarterly cash dividend of $0.25 per share (an increase from the quarterly dividend amount of $0.16 per share as of the time of issuance of the Senior Convertible Notes), the conversion rate of the Senior Convertible Notes was increased to 8.3910 shares of common stock per $1,000 principal amount of the Senior Convertible Notes, which represents a conversion price of approximately $119.18 per share of common stock. A similar adjustment to the conversion rate will be made upon payment of the quarterly cash dividend of $0.25 on December 3, 2026, and upon payment of subsequent quarterly dividends in excess of $0.16 per share. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events as described in the Indenture.
28
Noteholders may convert all or a portion of their Senior Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2025, if the last reported sale price per share of our common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period in which the trading price per $1,000 principal amount of Senior Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the Indenture; (4) if we call (or are deemed to have called) any Senior Convertible Notes for redemption; and (5) at any time from, and including, August 1, 2029, until the close of business on the second scheduled trading day immediately before the maturity date. We have the right to elect to settle conversions either in cash, shares of common stock, or in a combination of cash and shares of our common stock.
Prior to February 5, 2028, the Senior Convertible Notes will not be redeemable. On or after February 5, 2028, until the 40th scheduled trading day immediately before the maturity date, we may redeem for cash all or any portion of the Senior Convertible Notes (subject to the partial redemption limitation set forth in the Indenture), at our option, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. In addition, calling any Senior Convertible Note for redemption will constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) with respect to that Senior Convertible Note, in which case the conversion rate applicable to the conversion of that Senior Convertible Note will be increased in certain circumstances if it is converted after it is called for redemption.
Operating and Capital Expenditure Requirements
We require cash to pay our operating expenses, make capital expenditures, and pay our long-term liabilities. Since our inception, we have funded our operations through public offerings and private placements of equity securities, short-term and long-term borrowings, and funds generated from our operations.
We recognized operating income of $55.9 million for the nine months ended September 30, 2026, compared to $49.1 million for the nine months ended September 30, 2025. We expect to fund any increased costs and expenditures from our existing cash and cash equivalents and short-term marketable securities, though our future capital requirements depend on numerous factors. These factors include, but are not limited to, the following:
We believe that our cash, cash equivalents, short-term marketable securities, and the interest we earn on these balances will enable us to fund our operating expenses, capital expenditures requirements, and Senior Convertible Note interest payments for at least twelve months following the filing of this Form 10-Q and, together with our anticipated future cash, cash equivalents, and short-term marketable securities, to meet our known long-term cash requirements.
We may need to raise additional funding, which might not be available on desirable terms or at all. See “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.
29
Cash Flows
|
|
Nine months ended September 30, |
|
|||||||||
|
|
2026 |
|
|
2025 |
|
|
Net Change |
|
|||
|
|
(in thousands) |
|
|||||||||
Cash and cash equivalents |
|
$ |
27,493 |
|
|
$ |
25,494 |
|
|
$ |
1,999 |
|
Cash flows provided by (used in): |
|
|
|
|
|
|
|
|
|
|||
Operating activities |
|
$ |
53,048 |
|
|
$ |
58,094 |
|
|
$ |
(5,046 |
) |
Investing activities |
|
|
(40,409 |
) |
|
|
(48,116 |
) |
|
|
7,707 |
|
Financing activities |
|
|
(13,243 |
) |
|
|
(10,953 |
) |
|
|
(2,290 |
) |
Net cash provided by operating activities. Net cash provided by operating activities was $53.0 million for the nine months ended September 30, 2026, consisting of $47.8 million in net income, adjusted for non-cash items of $18.2 million (including primarily depreciation and amortization of $8.2 million, stock-based compensation of $6.1 million, provisions for inventory write-offs and credit losses of $3.2 million, amortization of issuance costs on convertible senior notes of $0.7 million, foreign currency transaction effect on income of $0.3 million, offset by non-cash investment income of $0.3 million), and a net use of working capital of $12.9 million. The net cash used for working capital was driven by increases in prepaid expenses and other assets of $4.2 million, increases in inventory and other deferred costs of $3.6 million, increases in accounts receivable of $3.3 million, decreases in accrued interest of $1.1 million, and decreases in accounts payable and other liabilities of $0.6 million.
Net cash provided by operating activities was $58.1 million for the nine months ended September 30, 2025, consisting of $42.2 million in net income, adjusted for non-cash items of $16.5 million (including primarily depreciation and amortization of $7.8 million, stock-based compensation of $5.7 million, provisions for inventory write-offs and credit losses of $2.3 million, and amortization of issuance costs on convertible senior notes of $0.7 million), and net use of working capital of $0.5 million. The net cash used for working capital was driven by increases in accounts receivable of $1.4 million and an increase in inventory and other deferred costs of $6.8 million, offset by increases in accounts payable of $5.3 million, decreases in prepaid expenses and other assets of $1.6 million, and increases in accrued interest of $0.7 million.
Net cash used in investing activities. Net cash used in investing activities was $40.4 million for the nine months ended September 30, 2026, consisting of purchases of short-term marketable securities of $391.0 million, purchases of property and equipment of $7.4 million, and payments related to acquisitions of $0.2 million, offset by proceeds from short-term marketable securities of $358.2 million.
Net cash used in investing activities was $48.1 million for the nine months ended September 30, 2025, consisting of purchases of short-term marketable securities of $43.0 million, purchases of property and equipment of $5.0 million, and payments related to acquisitions of $0.1 million.
Net cash used in financing activities. Net cash used in financing activities was $13.2 million for the nine months ended September 30, 2026, consisting of dividend payments of $17.1 million and deferred payments for acquisitions of $0.1 million, offset by proceeds from stock option exercises of $4.0 million, net of shares repurchased to pay employee payroll taxes.
Net cash used in financing activities was $11.0 million for the nine months ended September 30, 2025, consisting of dividend payments of $13.6 million and deferred payments for acquisitions of $1.4 million, offset by proceeds from stock option exercises of $4.1 million, net of shares repurchased to pay employee payroll taxes.
Dividends
In February 2011, our Board of Directors approved a policy for the payment of quarterly cash dividends on our common stock. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by our Board of Directors on a quarterly basis. The dividend activity for the periods presented is as follows:
30
Record Date |
|
Payment Date |
|
Per Share Amount |
|
|
Dividend Payment |
|
||
|
|
|
|
|
|
|
(in thousands) |
|
||
Fiscal Year 2026 |
|
|
|
|
|
|
|
|
||
March 12, 2026 |
|
March 26, 2026 |
|
$ |
0.25 |
|
|
$ |
5,711 |
|
May 21, 2026 |
|
June 4, 2026 |
|
$ |
0.25 |
|
|
$ |
5,716 |
|
August 20, 2026 |
|
September 3, 2026 |
|
$ |
0.25 |
|
|
$ |
5,717 |
|
|
|
|
|
|
|
|
|
|
||
Fiscal Year 2025 |
|
|
|
|
|
|
|
|
||
March 13, 2025 |
|
March 27, 2025 |
|
$ |
0.20 |
|
|
$ |
4,517 |
|
May 15, 2025 |
|
May 29, 2025 |
|
$ |
0.20 |
|
|
$ |
4,520 |
|
August 21, 2025 |
|
September 4, 2025 |
|
$ |
0.20 |
|
|
$ |
4,535 |
|
November 20, 2025 |
|
December 4, 2025 |
|
$ |
0.20 |
|
|
$ |
4,538 |
|
On October 27, 2026, our Board of Directors approved a quarterly cash dividend on our common stock of $0.25 per share payable on December 3, 2026, to stockholders of record at the close of business on November 19, 2026.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation of our consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We evaluate our estimates on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.
There have been no material changes to our critical accounting policies and estimates from those disclosed in our consolidated financial statements and the related notes and other financial information included in our 2025 Form 10-K.
Recent Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position, results of operations, or cash flows is disclosed in Note 1 to our consolidated financial statements included in this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to changes in interest rates and foreign currency exchange rates because we denominate our transactions in a variety of foreign currencies. Changes in these rates may have an impact on future cash flow and earnings. We manage these risks through normal operating and financing activities. There has been no material change in the foreign currency risk or interest rate risk discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in “Quantitative and Qualitative Disclosure About Market Risk” included in our 2025 Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial and accounting officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of
31
possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2026, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
As previously disclosed, in February 2024 we began implementing a new ERP system. The ERP implementation requires the integration of new ERP software with multiple new data flows and business processes. The new ERP is designed to accurately maintain our books and records and provide information to our management teams which is important to the operations of the business. As the phased implementation of the new ERP system progresses, we expect to continue to change certain processes and procedures which, in turn, are expected to result in changes to our internal control over financial reporting. As such changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.
Other than the new ERP system implementation, there have been no changes to our internal control over financial reporting during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
32
Part II. Other Information
Item 1. Legal Proceedings
In the ordinary course of business, we are from time to time involved in lawsuits, claims, investigations, proceedings, and threats of litigation relating to employment, product liability, commercial arrangements, contracts, intellectual property and other matters. While the outcome of these proceedings and claims cannot be predicted with certainty, there are no matters that management believes would have a material adverse effect on our financial position, results of operations, or cash flows.
Item 1A. Risk Factors
In addition to the information set forth in this report, you should consider the risks and uncertainties discussed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition, or future results. The risk factors below supplement and update the risk factors and information discussed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Even after our products have received marketing approval or clearance, our products and the tissue we process may be subject to recall. Licenses, registrations, approvals, and clearances could be withdrawn or suspended due to failure to comply with regulatory standards or the occurrence of unforeseen problems following initial approval.
Our products, services, marketing, sales, development activities, and manufacturing processes are subject to extensive and rigorous regulation by the FDA, by comparable agencies in foreign countries, and by other regulatory agencies and governing bodies. If those regulatory bodies believe that we have failed to comply with regulatory standards, there can be no assurance that any approval, licensure, or registration will not be subsequently withdrawn, suspended or conditioned upon extensive post-market study requirements, even after having received marketing approval or clearance or licenses and registrations. Further, due to the interconnectedness of the various regulatory agencies, particularly within the EU, there is also no assurance that withdrawal or suspension of any of our approvals, licenses, or registrations by any single regulatory agency will not cause one or more additional regulatory agencies to also withdraw or suspend their approval, license, or registration.
In the event that any of our products prove to be defective, we can voluntarily recall, or the FDA or foreign equivalent could require us to recall, any of our products. In the EU and UK, adverse event reporting requirements mandate that we report incidents which led or could have led to death or serious deterioration in health. Recalls, whether voluntary or required, could result in significant costs to us and significant adverse publicity. In severe instances, the FDA may also issue a warning letter, require the destruction of defective product, and/or order the suspension or cessation of manufacturing of defective product. Additionally, if someone is harmed by a malfunction or a product defect, we may experience product liability claims for such defects. Any corrective action, whether voluntary or involuntary, as well as defending ourselves in a lawsuit, will require the dedication of our time and capital and may harm our financial results. Future recalls or claims could also result in significant costs to us and significant adverse publicity, which could harm our ability to market our products in the future. For example, in April 2025, we voluntarily notified our regulatory bodies of an inadequate seal on the packaging of our TufTex Over-the-Wire, Pruitt Occlusion, and Pruitt Irrigation catheters, which may result in a compromised sterile barrier. Notice was provided to each of our customers of the inadequate seal, and customers were offered a product replacement for any existing inventory on hand. The financial impact of the voluntary notification is not expected to be material to our business. Additionally, in August 2025, the FDA issued a warning letter to us following an April 2025 inspection of our Artegraft facility in North Brunswick. In August 2025, we responded to the cited observations and since then have continued to implement corrective actions. In June 2026, the FDA concluded a re-inspection of our Artegraft facility and identified additional new inspectional observations, without commenting on the April 2025 cited observations. We have submitted responses to the FDA regarding these observations, continue to engage with the agency concerning the status of our remediation efforts and the warning letter, and expect to incur ongoing costs and devote management resources to addressing these matters. In October 2026, we participated in a virtual regulatory meeting with the FDA to discuss our corrective action plans, and we believe we demonstrated progress on those plans. The FDA will inspect our Artegraft facility again to review completion of our corrective action activities. To date, the financial impact of the warning letter and related regulatory activities has not been material to our business, and there has been no disruption to Artegraft sales. However, there can be no assurance that the FDA will find our corrective actions satisfactory, that additional inspections will not result in further observations or in enforcement actions, or that these matters will not adversely affect our operations, regulatory compliance, reputation or financial results.
33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
|
|
Issuer Purchases of Equity Securities |
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
Maximum Number |
|
|||
|
|
|
|
|
|
|
|
|
|
(or Approximate |
|
|||
|
|
|
|
|
|
|
|
Total Number of |
|
Dollar Value) of |
|
|||
|
|
|
|
|
|
|
|
Shares (or Units) |
|
Shares (or Units) |
|
|||
|
|
Total |
|
|
Average |
|
|
Purchased as |
|
that may yet be |
|
|||
|
|
Number of |
|
|
Price |
|
|
Part of Publicly |
|
Purchased under |
|
|||
|
|
Shares (or Units) |
|
|
Paid Per |
|
|
Announced Plans |
|
the Plans or |
|
|||
Period |
|
Purchased (1) |
|
|
Share (or Unit) |
|
|
or Program |
|
Program (2) |
|
|||
July 1, 2026 through July 31, 2026 |
|
|
— |
|
|
$ |
— |
|
|
N/A |
|
$ |
100,000,000 |
|
August 1, 2026 through August 31, 2026 |
|
|
— |
|
|
$ |
— |
|
|
N/A |
|
$ |
100,000,000 |
|
September 1, 2026 through September 30, 2026 |
|
|
— |
|
|
$ |
— |
|
|
N/A |
|
$ |
100,000,000 |
|
Total |
|
|
— |
|
|
$ |
— |
|
|
N/A |
|
|
|
|
Item 5. Other Information
Rule 10b5-1 and non-Rule 10b5-1 trading arrangements
34
Item 6. Exhibits
|
|
|
Incorporated by Reference |
|
||
Exhibit Number |
Exhibit Description |
|
Form |
Date |
Number |
Filed Herewith |
10.1 |
Termination Agreement dated October 9, 2026 by and between NWP Building 23 LLC and the Registrant. |
|
|
|
|
X |
10.2 |
Second Amendment of Lease dated October 9, 2026 by and between NWP Retail 18 LLC and the Registrant. |
|
|
|
|
X |
10.3 |
Third Amendment of Lease dated October 9, 2026 by and between NWP Building 3 LLC and the Registrant. |
|
|
|
|
X |
10.4 |
Seventh Amendment of Lease dated October 9, 2026 by and between NWP Building 4 LLC and the Registrant. |
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X |
10.5 |
Ninth Amendment of Lease dated October 9, 2026 by and between NWP Building 5 LLC and the Registrant. |
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X |
10.6 |
Office Lease dated December 22, 2025 by and between NWP Building 20 LLC and the Registrant. |
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X |
10.7 |
First Amendment to Lease dated October 9, 2026 by and between NWP Building 20 LLC and the Registrant. |
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X |
31.1 |
Certification of Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15 d-14(a). |
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X |
31.2 |
Certification of Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a). |
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X |
32.1† |
Certification by the Chief Executive Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).* |
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X |
32.2† |
Certification by the Chief Financial Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).* |
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X |
101.INS |
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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X |
101.SCH |
Inline XBRL Taxonomy Extension Schema with embedded Linkbase Documents. |
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X |
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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X |
† This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
35
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 5, 2026.
LEMAITRE VASCULAR, INC. |
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/s/ George W. LeMaitre |
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George W. LeMaitre |
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Chairman and Chief Executive Officer |
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/s/ Dorian P. LeBlanc |
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Dorian P. LeBlanc |
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Chief Financial Officer |
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36