Hamilton Thorne Ltd.

Thank you very much, and good morning, and welcome to all to the third quarter Hamilton Thorne Limited earnings call. I'd like to introduce myself.

I'm David Wolf, President and CEO of Hamilton Thorne. On the call with me today is, Michael Bruns, our Chief Financial Officer.

This morning's call will have the following format: First, I'll provide a summary of operational and financial results for the quarter and the nine-month period ended September 30, 2019 with a focus on our sales, markets and operational performance. Michael will follow with a more detailed discussion of our financial results for the period as well as a review of our financial position and liquidity at the end of September.

I will then return for a few minutes to provide some information on our outlook for the remainder of 2019, and some insights into the full year. We will then open the line for questions.

I'd like to remind all participants that we are not providing financial guidance. So I'd ask you to limit your questions through the historical periods or general trends in our business.

I'll begin with our sales results. First of all, I am pleased to report that our strong start to the year accelerated in the third quarter.

Sales growth across all product categories, market sectors, and geographies contributed to our substantial 17% organic growth in the quarter on a reported basis, which is 19% in constant currency. We also closed an important acquisition in the quarter in mid-August, when we completed the acquisition of Planer Limited.

Planer is a leading worldwide provider of incubators, control rate freezers and lab monitoring equipment. With manufacturing and sales and support operations in the U.K., this acquisition enhances our product offerings in incubation, cryopreservation and lab monitoring solutions.

We're delighted to have the Planer Company join the Hamilton Thorne group businesses. And with the addition of just one and half months of the Planer business, we generated 30% growth leading to record revenues and adjusted EBITDA.

So let me give you some of the highlights from our performance on a numerical basis. As I said, sales increased 30% year-over-year to $8.9 million for the quarter, up 16% to $24.5 million for the nine-month period.

Constant currency growth in that period was 32% for the quarter, and 19% for the nine-month period. Gross profit increased 23% year-over-year to $4.8 million for the quarter, up 8% to $12.9 million for the nine-month period.

Adjusted EBITDA also increased strongly, 26% year-over-year to $1.8 million for the quarter, up 10% to $4.9 million for the nine-month period. As I said, organic growth was 17% for the quarter, which translates to 19% in constant currency, 10% for the nine-month period and 13% in constant currency.

Digging a little deeper into the numbers, sales into the human clinical markets for the three and nine-month periods grew substantially, primarily driven by strong increases in sales of clinical instruments, and consumables, and increases in quality control testing assays augmented by the contribution from the Planer acquisition. Sales into the animal breeding markets increased substantially for both the three and nine-month periods, again primarily due to increased image system sales.

Sales into the research markets were also up during those periods largely driven by contribution from the Planer acquisition. Gross profit margins were up from the first half of 2019 at 53.6% for the quarter and 52.6% for the nine-month period, primarily due to product mix in part as a result of the introduction of our next-generation LYKOS DTS laser product.

Laser sales contributed strongly to this gross profit margin growth. And laser sales in the third quarter were substantially ahead of the prior year's quarter and our first half performance.

We also continue to make substantial progress on several other business goals, including completing a large lab build out in Germany and substantially increased cell culture media sales in other markets worldwide. I'll now turn the call over to Michael to provide a more detailed discussion on the numbers.

Good morning everyone. I'm Michael Brown, CFO of Hamilton Thorne.

The company's total sales increased 30% to $8.9 million for the quarter ended September 30, an increase of $2.0 million from $6.8 million during the previous year. Nine months year-to-date sales for 2009 [ph] have now been -- now increased to 16% to $24.5 million for the same -- over the same period in 2018.

Q3 includes incremental contribution of 1.5 months of sales and profitability from the Planer acquisition completed on August 13. Total equipment sales increased 88% in the quarter and 33% for the year, due in part to the Planer acquisition, new lab installation in Germany and the success of our new BTS movable laser.

Consumables and services were relatively flat in the quarter and are up 5% year-to-date. Gross profit increased 23% to $4.8 million in the quarter ended September 30, compared to $3.9 million in the previous year and also increased 8% to $21.9 million for the comparable nine month periods.

Gross profit as a percentage of sales improved over our Q2 to 53.6% for the current quarter and 52.6% for the nine months ended September 30 versus 56.4% for both comparable periods in 2018. The impact relative to the comparable period-to-period margins is impacted by product mix, increased sales of products through distribution channels, strong third-party equipment sales with that full lab build out in Germany, as well as certain supplier price increases, all partially offset by increases in direct sales of higher-margin, branded consumables and quality control testing services.

Operating expenses increased 37% for the quarter and 17% for the nine months ended September 30 to $4.1 million and $10.6 million for the respective periods versus $3.0 million and $9.1 million for the comparable periods during the previous year. This is primarily due to Planer acquisition expenses of $386,000 incurred in the third quarter, which was 10% of that 37% increase, as well as largely planned increases in R&D, sales and general administrative expenses and sales and marketing expenses.

Excluding both acquisition and the incremental increases attributable to Planer's added operations, all other operating expenses increased 15% and 17%, respectively for the three and nine month periods. Research and development expenses increased substantially to $640,000 for the quarter and $1.5 million for the nine month period, primarily due to increased amortization for new and upgraded products, as well as personnel costs and the added Planer operational costs, all partially offset by cost incurred in the development of new products, which the company capitalizes.

The largest amortization increase this quarter was for our next-generation LYKOS DTS movable laser. Sales and marketing expenses increased to $1.9 million, up 13% for the quarter and $5.2 million, up 8% for the nine month period, primarily attributable to variable cost of selling on the 30% sales increase as well as added Planer cost and continued investment in direct sales, support, and marketing resources.

General and administrative expenses increased to $1.6 million, $1.2 million excluding acquisition expenses for the quarter. Nine months year-to-date, G&A increased to $3.9 million.

Excluding both acquisition and incremental Planer costs, G&A expenses are up only 4% year-to-date. Net interest expense decreased to $205,000 for the quarter and $836,000 for the nine month period versus prior year, primarily due to reduction of non-cash interest related to convertible debentures, partially converted in Q2, partially offset by increased interest expense related to added term debt for the new Planer acquisition.

Income expense decreased somewhat to $109,000 for the quarter and $544,000 for the year-to-date, due primarily to the lower taxable income attributable to acquisition expenses. The deferred tax expense to remind everybody remains a non-cash expense, which is offset against the deferred tax asset.

Net income for the quarter ended September 30, increased $326,000 from a net loss of $545,000 in the prior quarter due to increased revenue and gross profit in 2019, less the related acquisition expenses. Prior year quarter was also negatively impacted by the fair value of non-cash loss on the derivative.

Year-to-date, the net loss of $137,000 is entirely attributable to the $1.0 million Q1 2018 non-cash expense-related charge on the fair value of the convertible debentures issued in connection with the 2007 Gynemed acquisition. As we have discussed in many of our quarterly earnings calls, the variables in this required quarterly Black-Scholes valuation model are dynamic.

The June 2019 conversion of 45% of the debentures reduces future exposure to this fair value measurement. Adjusted EBITDA for the quarter, an important measure of our business ended September 30, increased 26% to $1.8 million and increased 10% to $4.9 million for the nine months year-to-date.

This is attributable to substantial organic revenue growth as well as the partial quarter of incremental contributions from the Planer acquisition, all of which are partially offset by increased operating expenses and the transaction-based acquisition expenses in the period. Now I'd like to take a few minutes to turn over to the liquidity portion of our financial picture, balance sheet, and cash flow for the first nine months of the year.

Cash generated by operations was up 11% for the nine months year-to-date to $2.7 million compared to $2.46 million in the prior nine-month period. Third quarter cash from operations was positive but offset slightly from prior year due to payment of acquisition expenses and our continued investment in inventory.

For the year-to-date, we've invested over $820,000 in inventory growth to continue to facilitate expanded product offerings, primarily in Americas and to enhance production efficiency in the U.S. and finally, to provide the industry's best fulfillment turnaround in Germany and the EU.

We continue to review and manage our inventory to optimize our new and existing opportunities. Cash used in investing activities was $6.5 million in Q3 and $7.3 million year-to-date, primarily for the Planer acquisition as well as ongoing investments in intangible development costs by our R&D teams for next-generation and new product development.

Cash generated by financing activities was $2.1 million in the quarter and net of $1.2 million nine months year-to-date due to the new $3 million term loan utilized to partially finance the Planer acquisition. Ongoing cash usage is primarily for scheduled acquisition term loan debt and lease obligations.

Our cash position of $10.3 million on September 30 was, of course, reduced in the third quarter by the Planer acquisition. In addition we have our $3 million of availability in the acquisition line of credit which was an important resource in our ability to complete acquisitions with a relatively low cost of capital.

Finally, we now have an increased availability of net $3.7 million in our $4.5 million total revolving line of credit. We renewed our bank lending facility in September extending to July 2021.

And the -- increased the revolver from $2.5 million to $4.5 million. We remain well positioned to continue to finance growth and to accelerate our acquisition program.

Now, let me turn the call back over to David to comment on the HTL outlook.

Thank you, Michael. Well, looking forward into the balance of 2019 and into 2020, we expect to see continued growth driven by the strong performance of our equipment services and consumables brands worldwide as well as our most recent acquisition along with continued investments in direct sales resources in the U.S.

and Europe. For example, not only do to the Planer acquisition provide us with enhanced product offerings in incubation cryopreservation and lab monitoring solutions, we now have a direct sales and support platform for our entire Hamilton Point portfolio of products in this large additional market.

To this end, we are actively recruiting additional sales and support personnel in the U.K. While in the short-term, this will require investments in marketing and personnel.

Over the longer term, we would expect to see increased sales and profitability from the sale of our products through this direct channel as well as closer customer relationships. We are also adding additional sales personnel in the U.S.

and in Europe and to build on the success we've had to-date in Germany as well as the U.S. And we are also looking at launching a direct sales initiative in one other country where an adequate distribution partner is not appearing to be readily noble.

As I mentioned earlier, it's happy to see our gross profit margins were up in the third quarter versus the first half of the year. Margins in the future will fluctuate depending on the mix of our own generally high-margin branded products and services which we sell direct, revenues from third-party equipment, products, and expected increases in distribution sales.

The Planer business historically had somewhat lower gross profit margins EBITDA margins in our existing business based somewhat on product mix, but primarily as it sold its products primarily through distribution channels. While this will dampen our efforts to increase margins in the short-term, as previously discussed over a longer period of time, we look to enhance margins through direct sales of Planer products within markets that we have direct sales coverage.

We'll also continue to make investments in personnel, R&D programs, and systems to support our growth with an eye to balancing topline growth with stable EBITDA margins in the short-term and sustained EBITDA expansion over the longer term. I'd like to add a few comments on our media business.

In the third quarter, we achieved significant growth in sales of our Gynemed branded media, mostly through increased sales in newer markets to distribution channels. Despite continued delays in getting FDA clearance from the sale of our media in the U.S., we now have clearance to sell six separate products with another five in the pipeline hopefully for clearance before year-end.

Assuming we hit this timeline, we view that this will give us sufficient critical mass of media products to be able to launch in the U.S. in Q1 of 2020.

Fortunately, as our media products as well as other Gynemed branded consumables are CE marked, we will be able to sell them immediately in the U.K., although as we will remember, it will take some time for this business to ramp up in both markets. In closing, with continued EBITDA growth, strong cash flows, and healthy cash balance of over $10 million plus around $6.5 million available under our lines of credit, we believe we're well-positioned to continue our acquisition strategy to complement our organic growth.

I'd now like to open the line up for questions.

Good morning David and Michael. So you have very strong organic growth in third quarter even before launching the cell culture media in the States.

I'm wondering how much of this was contributed by the large full lab and workstation and installs? So as you mentioned Germany.

Where there others? And how much in revenue did these large installs contribute?

So, thank you David. So the one large lab that we did was in Germany.

We don't give out the exact numbers. But it was in -- it had a meaningful, but not significant effect on the overall growth.

The overall growth is really driven by the things that we talked about. Laser sales growth which in dollars is more than that full lab build out continued growth in our media products and continued growth in -- across the board.

Some of that organic growth was other third-party products, but our actual total third-party product mix was down versus prior quarters for this year.

Okay. So you also had the benefit of pent-up demand for the laser since you launched the new LYKOS system in mid second quarter.

How much were laser sales in excess in Q3 of what you consider normal due to the pent-up demand?

Yes. I think unfortunately there's two competing efforts.

One is a little bit of pent-up demand and obviously try to get market share gains as well as when you ramp up new product production constraints. So I didn't -- I don't consider that our Q3 laser sales was abnormally high.

I think it's relatively consistent with where we would expect to be in the future. And then the question is how do we grow from there?

Okay. So back to the margin installs.

Going forward should we start to consider this part of your regular business? Or is it still contributing to lumpiness?

Well, I think it will always have potential for lumpiness in it because some of these lab installs can be just couple of hundred thousand dollars which maybe you would -- at some point just becomes the normal business. A large lab install could easily be $1 billion which would still be given our overall revenues if that all happened in one quarter, would still have a fairly significant impact on that particular quarter.

That being said, from a kind of a global perspective large lab sales and large equipment installations, it's clearly part of our ongoing business. Given the nature of the dynamics of the markets we expect to see more of that in the U.S.

in part because it's a large market in part because having to do with some of the trends that we've talked about in the past in terms of additional clinics in U.S. catering to medical tourism additional benefits being offered by third-party benefits managers and the like, we are just seeing more new labs in the U.S.

than we would expect to see in Europe. But I would again expect to see over a period of time an occasional lab in Germany, Austria and Switzerland markets that we serve in Europe and then ideally in the U.K.

as well as that business gets going.

Okay. And one more question if I can, I'll get back into the queue.

You mentioned that the media sales were up, but the services and consumables were flat to slightly down year-over-year. I'm wondering what drove that, if the media goes up?

And you also got CE marks for three new Gynemed products in Europe. Were they launched in the quarter?

Or will they be launched in fourth quarter?

Yes. So those products were sold in the quarter.

I think we talked about that on either our last call or the call before that. They're interesting products particularly because they're unique and differentiated.

But they are a little bit of niching products. So I wouldn't expect to see those drive significant growth.

On the overall mix, our services business was -- so the consumables business was strong. Services business particularly in the U.S.

was a little flat. And I think that's a question of some cyclical demand nothing particularly -- maybe I guess, I would say it was somewhat unusual, but nothing particularly worrisome of that.

Okay. All right.

Thank you.

Good morning David and congratulations on a nice quarter. First of all, just on the Planer.

Is that back of the envelope? Or are they sort of $600,000 in revenue for the quarter contribution?

Yes. So maybe I'll defer to Michael because we actually have that in our notes to our financials.

But I believe it was roughly just under $1 million in revenue and just under $100,000 of operating income.

So is it $1 million in revenue for the six weeks that it was there?

Yes. I will say that that's probably higher than our run rate.

The Brexit phenomenon tends to -- has had a skewing effect on the business up until two weeks ago, I guess three weeks ago. There was a concern that a hard Brexit could have happened on October 31.

So we saw people significantly accelerating orders both into the -- little bit into the August, but certainly into the September time frame. And we'll also see it in the October time frame as well.

But then, maybe, we'll be a little below normal in November and December as that demand kind of works its way through the market.

Okay. So the 600 -- I think it was $6.7 million that you talked about the revenue when it was acquired.

What's the organic growth rate? Like should we think of it as a -- growing a little bit more than the $6.7 million in the past year?

I think the agreement growth rate has historically been and we now certainly forecast it to be consistent with our overall minimum organic growth expectations of our targets. But I won't say expectations at this point, but to pick some targets around 10%.

Okay. Getting to the organic growth rate of 17% in 2019…

Yes. Just I'll also add that the $6.7 million was gross sales and the Gynemed business as well as the Hamilton Thorne business had previously been distributors of Planer products.

So, a portion of that would get eliminated in consolidation.

Got it. Okay.

The organic growth rate, you mentioned 17%, I think, it was 19% on a constant currency basis. Can you talk a little bit about what's driving that?

Is it you getting access to more clinics? Obviously, you talked about the Germany, the one lab install there.

You're taking market share, maybe, just a bit more color about what's driving that organic growth rate?

Sure. So, I think, it's kind of, in some ways, just a continual point -- a consistent execution of our business plan.

The one large German sale is, again, we sort of had a discussion is that, business as usual? Or an interesting thing?

To some extent, it's largely business as usual, but you can't predict one every quarter. But that was the only, in some ways, unusual event.

Other than that, came from, as I said, significant sales growth in the laser business, solid sales growth across the board in the animal market, where we largely sell our image analysis systems, increased in media sales. So this was one of these quarters where -- to a large extent, we were really firing on all cylinders.

Okay. Can you give us an idea where you saw faster growth, say, Europe versus the U.S.?

Yes. So that's a little bit skewed because of the Planer business.

But, in general, we saw really good solid growth in -- actually across the board. I mean, just looking at the numbers.

Okay. And you mentioned -- just to get back to the prior question about the media, culture media.

So you think that will get approval in the U.S. late this year or early next year and will start to contribute in Q1?

Yes. I think Q1 again, we need to do sampling and get people involved, I understand, in media.

So, I think, it's going to be -- start to have a lot of work in Q1, frankly. But, I think, we'll really see some significant – meaningful, maybe, significance seem too strong, some meaningful contributions in Q2 and Q3.

And then, again, as it builds over time that we start to add to our meaningful -- significant portion of revenues.

Have the sales people started to sort of pre sell it in terms of getting -- talking to the IVF clinics and so forth, to get them prepared for?

So, I think, they understand that it's coming, but we haven't started the sampling yet. Again, we really want to have.

We shouldn't -- we're not supposed to be distributing samples until we have clearance. So we're really working on that.

Okay. And finally, just on the acquisition pipeline.

Is the integration with Planer, is that complete? Are you ready for one, if it -- obviously, the financial flexibility you have with the credit availability and the cash on hand around $15 million $16 million, if one came available, are you ready now?

Yes. So, I'm glad you asked that question, because it allows me to talk a little bit about both the integration and how we think about that, as well as the additional efforts and resources we're putting into acquisitions.

So on the integration side we had kind of a two-phase integration with Planer. Phase one, which involves primarily financial controls, financial reporting, putting the Planer -- presenting the Planer sales team ready to sell all of our products, establishing the systems, doing a little bit of rationalization on distribution networks is completed.

So the Phase two is, you can either call it integration or just sort of part of the normal growth that we see in the Planer business, is really the watching that direct sales team in the U.K. to sell, not only the Planer products but more effort into the Planer products in the U.K.

about the Hamilton Thorne products, the Gynemed products and then supported by a set of third-party products, so that they have a more comprehensive offering similar to what we have in the balance of the business. So that's the work that's remaining to be done and I don't want to just discount it, because it's a lot of work, but it's primarily -- work is going to be done by the U.K.

team and shouldn't take a lot of kind of general corporate effort and doesn't beyond the tech, we have to invest in people, contains a lot of corporate risk. So that's a long-winded way of saying that we absolutely are ready to do another deal and are actively working on it.

I think, I mentioned in the prior call, we brought in additional resources, hired a Director of Corporate Development, who is now up to speed. And our deal pipeline is enhanced.

And what that means in the practical terms is, with that, I think, we may be able to pick up the pace of acquisitions, but clearly, again, one or maybe one large and one small one a year is still a pretty good pace for us. But clearly having more deals in the pipeline means, also the ability to be more selective to make sure they really meet our criteria and make sure that we can be successful with it.

Okay. So you had the incubator.

That was on the wishlist for a while. What should we think of the wishlist now?

So we have other products on our -- I'll have them on kind of our targets in -- on the equipment side probably workstations or flow goods and something that we think about. Time-lapse incubation is something that we talked about in the past.

We now have either the ability to build that ourselves or potentially to do an acquisition in that regard. There are additional monitoring solutions that are interesting in the market that we look at.

So some of them have overlap and some of them are completely additive. On the consumables side, we could be looking at some things that are more in the nature of slides and dishes particularly some of the proprietary and unique products that are developed for the IVF markets.

And then in the services side and we -- I kind of put software here, because I think most -- today we would be delivering most things as software-as-a-service. There's some areas that we've been looking at in terms of consulting offerings, lab information systems, quality control, management systems and the like.

So there's -- as we get a full basket of products there's, I guess, a little less opportunity for things to be completely additive, but there's still plenty of targets for us.

Good. Okay.

That's it for me. Thanks David.

Thank you.

Hi. I’m back.

So you mentioned in the press release research market grew largely due to the contribution from the Planer acquisition. Is that a new market for Planer products?

Or is that the market they're being sold into already?

Yeah. So Planer had always had a -- on a proportionate basis a larger percentage of their sales into -- for just nomenclature perspective for simplicity we've called it the -- and consistency we've called it the research market.

They tend to sell also into other cell biology applications people who are doing stem cell work, and at some point maybe even scaling up stem cells into the production environment. So that's always been a larger portion of their business than the low single-digits that it has been in the historical Hamilton Thorne platform.

So, overall, I think you'll see it move us a couple of percentage points on that as a percentage of our overall business. And I don't want to say we're committed to, but it certainly gives us the opportunity to focus a little bit more on some of the exciting parts of the research market where we haven't generally put a lot of effort in the past.

So, sorry, how much of their business was to the IVF labs that is core of your business?

So, again, we don't give the numbers, but the vast majority.

Okay.

So, again, our -- the historical sales into the research market in the Hamilton Thorne platform have been roughly 5%. So, it doesn't take a lot to move that needle.

Okay. Okay.

And there's the opportunity to move Planer sales from distributors to your direct sales force. Have you started that transition in any of the markets?

Yes. So we have a number of different products under the Planer sales banner.

So we clearly -- and in of our existing large incubation products, we have a solid distribution partner, which we're not looking at changing. So we're thinking mostly for new products.

So, for example, the CT37 new stock incubator, which is a very unique form factor is a high-bond incubator in a very low small footprint. So, a really unique form factor.

So, we had been selling that in the U.S. So we're pretty a little more effort into that.

We had not been selling that in Germany. So we've added that, actually made a sale so far.

So we’re -- we are putting more of those products through those channels and we expect certainly to continue to do that.

Okay. And you mentioned that there were some new U.S.

approvals of Gynemed media products, but the sound track kind of faded out when you said it. Did you say six have now been approved in the U.S.

and so you have –

Yes. So we have -- yes so slight -- we have couple of different regulatory paths to get these products to market.

So, we now have six products that we're -- that are available for sale in the U.S. market.

And we're working right now on five additional products. And then each of those have multiple -- some based on size and some multiple SKUs underneath them or successor in those that have multiple SKUs.

Okay. And my last question.

You mentioned a couple of areas of M&A potential interest. What about genetic screening?

Is there any -- do you see any opportunity for Hamilton Thorne to get more into that area?

So, there's two sides to the genetic screening. One is, where we today very actively participate which is selling the tools and the systems to the clinics that enable them to do the work in their laboratories to accomplish genetic screen whether they use -- do it in-house or they use an outside service.

The second part is, doing the actual genetic screening themselves as a service. There's genetic testing.

And then you only get into counseling. And so again things can change.

But today, certainly our view is that providing those kinds of patient-facing services is outside the scope of what we are planning to do. So, in a nutshell, we want to continue to provide all the tools that can be used in the lab to make that process effective and efficient, but not compete with our labs and doing the source themselves.

But are there kits for doing these types of tests that you're not selling now that you could sell in the future?

So, there are certainly two sets of kits. One is call the things like -- well today the way its done is people use micropipettes and some specialized tubes and transport media for extracting the genetic materials and they get off to testing labs.

We sell all of that. The actual genetic assays is a -- really a much bigger fish to fry.

There's a lot of activity going on there. Illumina, PerkinElmer and Thermo and others who are developing those assays as well as some specialized companies in the IVF world.

Today, we're not participating in that.

Okay. Thank you.

All right. Well I -- and again just happy to say, that I think we had an excellent quarter and we look forward to continuing on that path and reporting our first quarter results in -- I'm sorry our fourth quarter results in early 2020.

Thank you very much for your participation and for our active shareholders and analysts. Thank you for your continued interest and support.