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0000784199FALSE00007841992023-02-162023-02-16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________
FORM 8-K
___________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 16, 2023
___________________________________________
ARTIVION, INC.
(Exact name of registrant as specified in its charter)
___________________________________________
Delaware 1-13165 59-2417093
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
1655 Roberts Boulevard, N.W., Kennesaw, Georgia 30144
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (770) 419-3355
___________________________________________________________________________________
(Former name or former address, if changed since last report)
Title of each class Trading Symbol(s) Name of each exchange
on which registered
Common Stock, $0.01 par value AORT NYSE
___________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02    Results of Operations and Financial Condition
On February 16, 2023, Artivion, Inc. (“Artivion”) issued a press release announcing its financial results for the quarter ended December 31, 2022. Artivion hereby incorporates by reference herein the information set forth in its press release dated February 16, 2023, a copy of which is attached hereto as Exhibit 99.1. Except as otherwise provided in the press release, the press release speaks only as of the date of such press release, and it shall not create any implication that the affairs of Artivion have continued unchanged since such date.
The information provided pursuant to this Item 2.02 is to be considered “furnished” pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any of Artivion’s reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.
Except for the historical information contained in this report, the statements made by Artivion are forward-looking statements that involve risks and uncertainties. All such statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Artivion’s future financial performance could differ significantly from the expectations of management and from results expressed or implied in the press release.  Please refer to the last paragraph of the text portion of the press release for further discussion about forward-looking statements. For further information on risk factors, please refer to “Risk Factors” contained in Artivion’s most recently filed Form 10-K and its subsequent filings with the Securities and Exchange Commission, as well as in the press release attached as Exhibit 99.1 hereto. Artivion disclaims any obligation or duty to update or modify these forward-looking statements.
Item 9.01(d)    Exhibits
(d)Exhibits.
Exhibit Number Description
Press Release dated February 16, 2023.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*Furnished herewith, not filed.
-2-


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Artivion, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 16, 2023
ARTIVION, INC.
By: /s/ D. Ashley Lee
Name: D. Ashley Lee
Title:
Executive Vice President and
Chief Financial Officer
-3-
EX-99.1 2 ex991aort-12312022x8k.htm EX-99.1 Document

Exhibit 99.1
capture1.jpg
FOR IMMEDIATE RELEASE
Contacts:
Artivion Gilmartin Group LLC
D. Ashley Lee Brian Johnston / Lynn Lewis
Executive Vice President & Phone: 332-895-3222
Chief Financial Officer investors@artivion.com
Phone: 770-419-3355
Artivion Reports Fourth Quarter and Full Year 2022 Financial Results

Fourth Quarter and Recent Business Highlights:

•Achieved revenue of $79.4 million in the fourth quarter of 2022 versus $79.4 million in the fourth quarter of 2021, flat on a GAAP basis and an increase of 5% on a non-GAAP constant currency basis
•Achieved revenue of $313.8 million for the full year of 2022 versus $298.8 million for the full year of 2021, an increase of 5% on a GAAP basis and 9% on a non-GAAP constant currency basis
•On-X revenues increased 8% on a GAAP basis and 11% on a non-GAAP constant currency basis in the fourth quarter of 2022 compared to the fourth quarter of 2021
•Aortic stent graft revenues increased 2% on a GAAP basis and 16% on a non-GAAP constant currency basis in the fourth quarter of 2022 compared to the fourth quarter of 2021
•Received CE mark for BioGlue
ATLANTA, GA – (February 16, 2023) – Artivion, Inc. (NYSE: AORT), a leading cardiac and vascular surgery company focused on aortic disease, today announced its financial results for the fourth quarter and full year ended December 31, 2022.

“We achieved on-target constant currency revenue growth of 9% for the full year 2022 and remain well positioned to continue executing on our strategy to deliver strong top line and bottom line growth in 2023 and beyond. Through 2022, aortic stent graft revenue grew 20% year-over-year while On-X revenue grew 13%, and tissue processing revenue grew 8%, all on a constant currency basis. Asia Pacific and Latin American revenue grew 30% and 38%, respectively, on a constant currency basis compared to last year. During the fourth quarter, revenue growth was driven by aortic stent grafts, where revenue growth rebounded sequentially from the third quarter and increased 16%, and On-X, which grew 11% on a constant currency basis in the fourth quarter compared to 2021,” said Pat Mackin, Chairman, President, and Chief Executive Officer.

Page 1 of 12


Mr. Mackin added, “In addition, we received in the fourth quarter 2022 CE Mark for BioGlue under the MDR and, based on recent interactions with the FDA, we are confident that we will receive PMA approval for PerClot. We have also had strong recent success in recruiting, hiring, and retaining production employees at our German manufacturing facility, so that this facility is now nearly fully staffed. A larger production workforce will facilitate future growth in aortic stent graft revenue. Meanwhile, patient enrollment continues in the PERSEVERE trial to secure FDA approval for AMDS, a simple, elegant stent graft solution to treat aortic arch disease. We remain confident that we have meaningful opportunities to grow our total addressable market through pipeline development. We also anticipate maintaining momentum with our existing portfolio in our current markets. In light of these factors, we are optimistic that we will meet our commitments to deliver, by year-end 2024, double-digit compounded annual constant currency revenue growth and achieve adjusted EBITDA in excess of $75 million.”
Fourth Quarter 2022 Financial Results
Total revenues for the fourth quarter of 2022 were $79.4 million, flat on a GAAP basis and an increase of 5% on a non-GAAP constant currency basis, both compared to the fourth quarter of 2021.

Net income for the fourth quarter of 2022 was $2.2 million, or $0.05 per fully diluted common share, compared to net loss of ($20.1) million, or ($0.51) per fully diluted common share for the fourth quarter of 2021. Non-GAAP net income for the fourth quarter of 2022 was $4.2 million, or $0.10 per fully diluted common share, compared to non-GAAP net loss of ($141,000), or $0.00 per fully diluted common share for the fourth quarter of 2021. Non-GAAP net income for the fourth quarter of 2022 includes pretax gains related to foreign currency revaluation of $4.5 million.

Full Year 2022 Financial Results
Total revenues for 2022 were $313.8 million, reflecting an increase of 5% on a GAAP basis and 9% on a non-GAAP constant currency basis compared to the full year of 2021.

Net loss for 2022 was ($19.2) million, or ($0.48) per fully diluted common share, compared to net loss of ($14.8) million, or ($0.38) per fully diluted common share for the full year of 2021. Non-GAAP net income for the full year of 2022 was $2.1 million, or $0.05 per fully diluted common share, compared to non-GAAP net income of $4.9 million, or $0.12 per fully diluted common share for the full year of 2021. Non-GAAP net income for the full year of 2022 includes pretax losses related to foreign currency revaluation of $3.1 million.

The independent registered public accounting firm's audit report with respect to the Company's fiscal year-end financial statements will not be issued until the Company completes its annual report on Form 10-K. Accordingly, the financial results reported in this earnings release are preliminary pending completion of the audit and the Company’s filing of its annual report on Form 10-K.

2023 Financial Outlook
Artivion expects its constant currency revenue growth to be between 8.0% and 12.0% for the full year 2023 compared to 2022, and expects revenues to be in a range of between $331 million and $343 million. Artivion expects adjusted EBITDA, as reported, to increase greater than 20% in 2023 compared to 2022, resulting in adjusted EBITDA in excess of $50.0 million in 2023.

The Company's financial performance for 2023 and future periods is subject to the risks identified below.
Page 2 of 12


Non-GAAP Financial Measures 
This press release contains non-GAAP financial measures, including non-GAAP revenue, non-GAAP net income, non-GAAP EBITDA, and non-GAAP general, administrative, and marketing expenses. Investors should consider this non-GAAP information in addition to, and not as a substitute for, financial measures prepared in accordance with US GAAP. In addition, this non-GAAP financial information may not be the same as similar measures presented by other companies. The Company's non-GAAP revenues are adjusted for the impact of changes in currency exchange. The Company’s non-GAAP net income; non-GAAP EBITDA; and non-GAAP general, administrative, and marketing results exclude (as applicable) depreciation and amortization expense; interest income and expense; stock-based compensation expense; loss or gain on foreign currency revaluation; clinical trial termination expense; income tax expense or benefit; corporate rebranding expense; business development, integration, and severance income or expense; non-cash interest expense; and gain from sale of non-financial assets. The Company generally uses non-GAAP financial measures to facilitate management's review of the operational performance of the company and as a basis for strategic planning. Company management believes that these non-GAAP presentations provide useful information to investors regarding unusual non-operating transactions; the operating expense structure of the Company's existing and recently acquired operations, without regard to its on-going efforts to acquire additional complementary products and businesses, and the transaction and integration expenses incurred in connection with recently acquired and divested product lines; and the operating expense structure excluding fluctuations resulting from foreign currency revaluation and stock-based compensation expense. The Company believes it is useful to exclude certain expenses because such amounts in any specific period may not directly correlate to the underlying performance of its business operations or can vary significantly between periods as a result of factors such as impact of recent acquisitions, non-cash expense related to amortization of previously acquired tangible and intangible assets, and any related adjustments to their carrying values. The Company has adjusted for the impact of changes in currency exchange from certain revenues to evaluate comparable product growth rates on a constant currency basis. The Company does, however, expect to incur similar types of expenses and currency exchange impacts in the future, and this non-GAAP financial information should not be viewed as a statement or indication that these types of expenses will not recur. Company management encourages investors to review the Company's consolidated financial statements and publicly filed reports in their entirety, including the reconciliation of GAAP to non-GAAP financial measures.

Webcast and Conference Call Information
The Company will hold a teleconference call and live webcast later today, February 16, 2023, at 4:30 p.m. ET to discuss the results, followed by a question and answer session. To participate in the conference call dial 201-689-8261 a few minutes prior to 4:30 p.m. ET. The teleconference replay will be available approximately one hour following the completion of the event and can be accessed by calling (toll free) 877-660-6853 or 201-612-7415. The conference number for the replay is 13735085.

The live webcast and replay can be accessed by going to the Investors section of the Artivion website at www.Artivion.com and selecting the heading Webcasts & Presentations.
About Artivion, Inc.
Headquartered in suburban Atlanta, Georgia, Artivion, Inc. is a medical device company focused on developing simple, elegant solutions that address cardiac and vascular surgeons’ most difficult challenges in treating patients with aortic diseases. Artivion’s four major groups of products include: aortic stent grafts, surgical sealants, On-X mechanical heart valves, and implantable cardiac and vascular human tissues. Artivion markets and sells products in more than 100 countries worldwide. For additional information about Artivion, visit our website, www.artivion.com.
Page 3 of 12


Forward Looking Statements
Statements made in this press release that look forward in time or that express management's beliefs, expectations, or hopes are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the views of management at the time such statements are made. These statements include our beliefs that we remain well positioned to continue executing on our strategy to deliver strong top line and bottom line growth in 2023 and beyond; we are confident that we will receive PMA approval for PerClot; our larger production workforce in Hechingen Germany will facilitate future growth in aortic stent graft revenue; we remain confident that we have meaningful opportunities to grow our total addressable market through pipeline development; we anticipate maintaining momentum with our existing portfolio in our current markets; we are optimistic that, in light of these factors, we will meet our commitments to deliver, by year-end 2024, double-digit compounded annual constant currency revenue growth and achieve adjusted EBITDA in excess of $75 million; we will deliver year-over-year constant currency revenue growth of 8 to 12% in 2023 versus 2022; and our projections for 2023 financial results, including that 2023 revenues are expected to be between $331 million and $343 million and 2023 adjusted EBITDA is expected to increase greater than 20% in 2023 compared to 2022 and to be in excess of $50 million. These forward-looking statements are subject to a number of risks, uncertainties, estimates, and assumptions that may cause actual results to differ materially from current expectations, including that the benefits anticipated from the Ascyrus Medical LLC transaction and Endospan agreements may not be achieved at all or at the levels we had originally anticipated; the benefits anticipated from our clinical trials may not be achieved or achieved on our anticipated timeline; our products may not be able to consistently retain their existing regulatory approvals or special regulatory approvals in order to be commercialized; products in our pipeline may not receive regulatory approval at all or receive regulatory approval on our anticipated timelines; our products that obtain regulatory approval may not be adopted by the market as much as we anticipate or at all; and the continued effects of pandemics, including COVID-19 and new COVID-19 variants, and continued hospital staffing shortages could adversely impact our results. These risks and uncertainties include the risk factors detailed in our Securities and Exchange Commission filings, including our Form 10-K for the year ended December 31, 2022. Artivion does not undertake to update its forward-looking statements, whether as a result of new information, future events, or otherwise.
Page 4 of 12


Artivion, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income (Loss)
In Thousands, Except Per Share Data

(Unaudited)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2022 2021 2022 2021
Revenues:
Products $ 58,627  $ 59,069  $ 230,353  $ 221,597 
Preservation services 20,771  20,325  83,436  77,239 
Total revenues 79,398  79,394  313,789  298,836 
Cost of products and preservation services:
Products 18,785  18,604  72,166  65,196 
Preservation services 9,725  9,416  39,100  36,126 
Total cost of products and preservation services 28,510  28,020  111,266  101,322 
Gross margin 50,888  51,374  202,523  197,514 
Operating expenses:
General, administrative, and marketing 38,454  51,253  157,443  169,774 
Research and development 8,304  9,460  38,879  35,546 
Total operating expenses 46,758  60,713  196,322  205,320 
Gain from sale of non-financial assets —  —  —  (15,923)
Operating income (loss) 4,130  (9,339) 6,201  8,117 
Interest expense 5,370  3,892  18,224  16,887 
Interest income (61) (19) (147) (79)
Other (income) expense, net (4,456) 2,875  3,108  6,136 
Income (loss) before income taxes 3,277  (16,087) (14,984) (14,827)
Income tax expense 1,108  4,013  4,208 
Net income (loss) $ 2,169  $ (20,100) $ (19,192) $ (14,834)
Income (loss) per share:
Basic $ 0.05  (0.51) $ (0.48) (0.38)
Diluted $ 0.05  $ (0.51) $ (0.48) $ (0.38)
Weighted-average common shares outstanding:
Basic 40,127  39,161  40,032  38,983 
Diluted 40,509  39,161  40,032  38,983 
Net income (loss) $ 2,169  $ (20,100) $ (19,192) $ (14,834)
Other Comprehensive income (loss):
Foreign currency translation adjustments 23,744  (4,303) (11,722) (16,630)
Comprehensive income (loss) $ 25,913  $ (24,403) $ (30,914) $ (31,464)
Page 5 of 12



Artivion, Inc. and Subsidiaries
Consolidated Balance Sheets
In Thousands, Except Per Share Data

December 31,
2022 2021
ASSETS
Current assets:
Cash and cash equivalents $ 39,351  $ 55,010 
Trade receivables, net 61,820  53,019 
Other receivables 7,764  5,086 
Inventories, net 74,478  76,971 
Deferred preservation costs, net 46,371  42,863 
Prepaid expenses and other 17,550  14,748 
Total current assets 247,334  247,697 
Goodwill 243,631  250,000 
Acquired technology, net 151,263  166,994 
Operating lease right-of-use assets, net 41,859  45,714 
Property and equipment, net 38,674  37,521 
Other intangibles, net 31,384  34,502 
Deferred income taxes 1,314  2,357 
Other long-term assets 7,339  8,267 
Total assets $ 762,798  $ 793,052 
Page 6 of 12



Artivion, Inc. and Subsidiaries
Consolidated Balance Sheets
In Thousands, Except Per Share Data

December 31,
2022 2021
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 12,004  $ 10,395 
Accrued compensation 13,810  13,163 
Accrued expenses 12,374  7,687 
Taxes payable 2,635  3,634 
Current maturities of operating leases 3,308  3,149 
Accrued procurement fees 2,111  3,689 
Current portion of long-term debt 1,608  1,630 
Current portion of finance lease obligation 513  528 
Other 1,312  1,078 
Total current liabilities 49,675  44,953 
Long-term debt 306,499  307,493 
Non-current maturities of operating leases 41,257  44,869 
Contingent consideration 40,400  49,400 
Deferred income taxes 24,499  28,799 
Deferred compensation liability 5,468  5,952 
Non-current finance lease obligations 3,644  4,374 
Other 7,027  6,484 
Total liabilities 478,469  492,324 
Commitments and contingencies
Shareholders' equity:
Preferred stock $0.01 par value per share, 5,000 shares authorized, no shares issued —  — 
Common stock $0.01 par value per share, 75,000 shares authorized, 41,830 and 41,397 shares issued as of December 31, 2022 and 2021, respectively 418  414 
Additional paid-in capital 337,385  322,874 
Retained (deficit) earnings (17,217) 1,975 
Accumulated other comprehensive loss (21,609) (9,887)
Treasury stock at cost, 1,487 shares as of December 31, 2022 and 2021 (14,648) (14,648)
Total shareholders' equity 284,329  300,728 
Total liabilities and shareholders' equity $ 762,798  $ 793,052 

Page 7 of 12


Artivion, Inc. and Subsidiaries
Consolidated Statement of Cash Flows
In Thousands
Year Ended December 31,
2022 2021
Net cash flows from operating activities:
Net loss $ (19,192) $ (14,834)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization 22,442  23,977 
Non-cash compensation 12,344  10,711 
Non-cash lease expense 7,432  7,521 
Write-down of inventories and deferred preservation costs 4,374  5,377 
Non-cash interest expense 1,832  2,005 
Write-off of Endospan Option —  4,944 
Change in fair value of long-term loan receivable —  409 
Gain on sale of non-financial assets —  (15,923)
Deferred income taxes (1,717) (4,470)
Change in fair value of contingent consideration (9,000) 8,870 
Other 2,268  2,060 
Changes in operating assets and liabilities:
Accounts payable, accrued expenses, and other liabilities (1,958) (1,893)
Prepaid expenses and other assets (2,234) (1,404)
Inventories and deferred preservation costs (8,404) (18,375)
Receivables (13,340) (11,560)
Net cash flows used in operating activities (5,153) (2,585)
Net cash flows from investing activities:
Proceeds from sale of non-financial assets, net —  19,000 
Payments for Endospan agreement —  — 
Ascyrus Acquisition, net of cash acquired —  — 
Acquisition of intangible assets (1,699) (972)
Capital expenditures (9,016) (13,091)
Other —  723 
Net cash flows (used in) provided by investing activities (10,715) 5,660 
Net cash flows from financing activities:
Proceeds from exercise of stock options and issuance of common stock 3,368  3,756 
Proceeds from issuance of convertible debt —  — 
Proceeds from revolving line of credit —  — 
Proceeds from financing insurance premiums —  — 
Repayment of revolving line of credit —  — 
Payment of debt issuance costs —  (2,219)
Payment of contingent consideration —  (8,200)
Redemption and repurchase of stock to cover tax withholdings (1,795) (1,914)
Repayment of debt (2,753) (3,085)
Other (459) (561)
Net cash flows used in financing activities (1,639) (12,223)
Effect of exchange rate changes on cash and cash equivalents 1,848  2,200 
Decrease in cash and cash equivalents (15,659) (6,948)
Cash and cash equivalents, beginning of year 55,010  61,958 
Cash and cash equivalents, end of year $ 39,351  $ 55,010 
Page 8 of 12


Artivion, Inc. and Subsidiaries
Financial Highlights
In Thousands
(Unaudited)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2022 2021 2022 2021
Products:
Aortic stent grafts $ 23,739 $ 23,222 $ 92,752 $ 85,387
Surgical sealants 16,357 18,478 65,379 70,714
On-X 16,822 15,520 63,904 57,363
Other 1,709 1,849 8,318 8,133
Total products 58,627 59,069 230,353 221,597
Preservation services 20,771 20,325 83,436 77,239
Total revenues $ 79,398  $ 79,394  $ 313,789  $ 298,836 
Revenues:
U.S. $ 41,175  $ 39,622  $ 161,113  $ 151,151 
International 38,223  39,772  152,676  147,685 
Total Revenues $ 79,398  $ 79,394  $ 313,789  $ 298,836 
Page 9 of 12


Artivion, Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP
Revenues and General, Administrative, and Marketing Expense
In Thousands
(Unaudited)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2022 2021 Growth Rate 2022 2021 Growth Rate
Reconciliation of total revenues, GAAP to total revenues, non-GAAP:
Total revenues, GAAP $ 79,398  $ 79,394  —% $ 313,789  $ 298,836  5%
Impact of changes in currency exchange —  (3,827) —  (11,185)
Total constant currency revenue, non-GAAP $ 79,398  $ 75,567  5% $ 313,789  $ 287,651  9%

Three Months Ended
December 31,
Twelve Months Ended
December 31,
2022 2021 2022 2021
Reconciliation of G&A expenses, GAAP to adjusted G&A, non-GAAP:
General, administrative, and marketing expense, GAAP $ 38,454  $ 51,253  $ 157,443  $ 169,774 
Corporate rebranding expense 499  905  1,908  1,428 
Business development, integration, and severance (income) expense (3,934) 10,012  (7,750) 16,150 
Adjusted G&A, non-GAAP $ 41,889  $ 40,336  $ 163,285  $ 152,196 
Page 10 of 12


Artivion, Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP
Adjusted EBITDA
In Thousands
(Unaudited)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2022 2021 2022 2021
Reconciliation of net income (loss), GAAP to adjusted EBITDA, non-GAAP:
Net income (loss), GAAP $ 2,169  $ (20,100) $ (19,192) $ (14,834)
Adjustments:
Depreciation and amortization expense 5,426  5,969  22,442  23,977 
Interest expense 5,370  3,892  18,224  16,887 
Stock-based compensation expense 3,155  3,240  12,344  10,711 
Clinical trial termination expense (197) —  4,544  — 
Income tax expense 1,108  4,013  4,208 
(Gain) loss on foreign currency revaluation (4,470) 2,447  3,085  5,545 
Corporate rebranding expense 499  905  1,908  1,428 
Gain from sale of non-financial assets —  —  —  (15,923)
Interest income (61) (19) (147) (79)
Business development, integration, and severance (income) expense (2,036) 10,421  (5,852) 16,559 
Adjusted EBITDA, non-GAAP $ 10,963  $ 10,768  $ 41,564  $ 44,278 
Page 11 of 12


Artivion Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP
Net Income (Loss) and Diluted Income (Loss) Per Common Share
In Thousands, Except Per Share Data
(Unaudited)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2022 2021 2022 2021
GAAP:
Income (loss) before income taxes $ 3,277  $ (16,087) $ (14,984) $ (14,827)
Income tax expense 1,108  4,013  4,208 
Net income (loss) $ 2,169  $ (20,100) $ (19,192) $ (14,834)
Diluted income (loss) per common share $ 0.05  $ (0.51) $ (0.48) $ (0.38)
Diluted weighted-average common shares outstanding 40,509  39,161  40,032  38,983 
Reconciliation of income (loss) before income taxes, GAAP to adjusted income (loss), non-GAAP
Income (loss) before income taxes, GAAP: $ 3,277  $ (16,087) $ (14,984) $ (14,827)
Adjustments:
Amortization expense 3,635  4,119  15,310  16,820 
Clinical trial termination expense (197) —  4,544  — 
Corporate rebranding expense 499  905  1,908  1,428 
Non-cash interest expense 460  454  1,832  2,479 
Gain from sale of non-financial assets —  —  —  (15,923)
Business development, integration, and severance (income) expense (2,036) 10,421  (5,852) 16,559 
Adjusted income (loss) before income taxes, non-GAAP 5,638  (188) 2,758  6,536 
Income tax expense calculated at a pro forma tax rate of 25% 1,409  (47) 689  1,634 
Adjusted net income (loss), non-GAAP $ 4,229  $ (141) $ 2,069  $ 4,902 
Reconciliation of diluted income (loss) per common share, GAAP to adjusted diluted income per common share, non-GAAP:
Diluted income (loss) per common share, GAAP: $ 0.05  $ (0.51) $ (0.48) $ (0.38)
Adjustments:
Amortization expense 0.09  0.10  0.38  0.43 
Effect of 25% pro forma tax rate 0.01  0.21  0.20  0.09 
Clinical trial termination expense (0.01) —  0.11  — 
Corporate rebranding expense 0.02  0.03  0.05  0.04 
Non-cash interest expense 0.01  0.01  0.04  0.06 
Gain from sale of non-financial assets —  —  —  (0.41)
Tax effect of non-GAAP adjustments (0.02) (0.10) (0.11) (0.13)
Business development, integration, and severance (income) expense (0.05) 0.26  (0.14) 0.42 
Adjusted diluted income per common share, non-GAAP $ 0.10  $ —  $ 0.05  $ 0.12 
Reconciliation of diluted weighted-average common shares outstanding GAAP to diluted weighted-average common shares outstanding, non-GAAP:
Diluted weighted-average common shares outstanding, GAAP: 40,509  39,161  40,032  38,983 
Adjustments:
Effect of dilutive stock options and awards —  —  464  560 
Diluted weighted-average common shares outstanding, non-GAAP 40,509  39,161  40,496  39,543 
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