Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 14, 2020 | Jun. 30, 2019 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-13165 | ||
Entity Registrant Name | CRYOLIFE, INC. | ||
Entity Incorporation, State or Country Code | FL | ||
Entity Tax Identification Number | 59-2417093 | ||
Entity Address, Address Line One | 1655 Roberts Boulevard N.W. | ||
Entity Address, City or Town | Kennesaw | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30144 | ||
City Area Code | 770 | ||
Local Phone Number | 419-3355 | ||
Title of 12(b) Security | Common Stock, $.01 par value | ||
Trading Symbol | pursuant | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,078,303,225 | ||
Entity Common Stock, Shares Outstanding | 39,081,335 | ||
Documents Incorporated By Reference | Documents Incorporated By Reference Document Parts Into Which Incorporated Proxy Statement for the Annual Meeting of Stockholders to be filed within 120 days after December 31, 2019 Part III | ||
Document Fiscal Year Focus | 2019 | ||
Entity Central Index Key | 0000784199 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 33,766 | $ 41,489 |
Restricted securities | 528 | 747 |
Trade accounts, net | 52,940 | 47,108 |
Other | 2,921 | 4,324 |
Total receivables | 55,861 | 51,432 |
Inventories | 53,071 | 45,478 |
Deferred preservation costs | 32,551 | 33,174 |
Prepaid expenses and other | 11,613 | 6,848 |
Total current assets | 187,390 | 179,168 |
Property and equipment: | ||
Equipment and software | 61,271 | 48,323 |
Furniture and fixtures | 5,650 | 5,369 |
Leasehold improvements | 36,173 | 41,906 |
Total property and equipment | 103,094 | 95,598 |
Less accumulated depreciation and amortization | 70,944 | 64,570 |
Net property and equipment | 32,150 | 31,028 |
Operating lease right-of-use assets, net | 21,994 | |
Goodwill | 186,697 | 188,781 |
Acquired technology, less accumulated amortization of $24,778 as of December 31, 2019 and $16,815 as of December 31, 2018 | 115,415 | 118,184 |
Other Intangibles, less accumulated amortization of $13,460 as of December 31, 2019 and $10,572 as of December 31, 2018 | 42,319 | 41,897 |
Deferred income taxes | 5,481 | 4,111 |
Other | 14,208 | 7,922 |
Total assets | 605,654 | 571,091 |
Current liabilities: | ||
Accrued expenses | 6,733 | 7,193 |
Accrued compensation | 12,260 | 10,733 |
Accounts payable | 9,796 | 7,547 |
Taxes payable | 2,984 | 2,250 |
Accrued procurement fees | 4,362 | 3,308 |
Current portion of finance lease obligation | 597 | 729 |
Current maturities of operating leases | 5,487 | |
Current portion of long-term debt | 1,164 | 1,160 |
Other | 1,812 | 1,603 |
Total current liabilities | 45,195 | 34,523 |
Long-term debt | 214,571 | 215,721 |
Deferred income taxes | 25,844 | 27,267 |
Non-current maturities of operating leases | 17,918 | |
Non-current finance lease obligations | 5,415 | 5,937 |
Deferred compensation liability | 4,434 | 3,250 |
Deferred rent obligations | 2,457 | |
Other | 6,581 | 6,869 |
Total liabilities | 319,958 | 296,024 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Preferred stock $0.01 par value per share, 5,000 shares authorized, no shares issued | 0 | 0 |
Common stock $0.01 par value per share, 75,000 shares authorized, 39,018 and 38,463 shares issued as of December 31, 2019 and 2018, respectively | 390 | 385 |
Additional paid-in capital | 271,782 | 260,361 |
Retained earnings | 36,704 | 34,984 |
Accumulated other comprehensive loss | (8,589) | (6,072) |
Treasury stock at cost, 1,484 shares as of December 31, 2019 and 2018 , respectively | (14,591) | (14,591) |
Total shareholders' equity | 285,696 | 275,067 |
Total liabilities and shareholders' equity | $ 605,654 | $ 571,091 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other assets noncurrent: | ||
Other intangibles, accumulated amortization | $ 13,460 | $ 10,572 |
Shareholders' equity: | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 39,018,000 | 38,463,000 |
Acquired Technology [Member] | ||
Other assets noncurrent: | ||
Other intangibles, accumulated amortization | $ 24,778 | $ 16,815 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive (Loss) Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Revenues: | ||||
Total revenues | $ 276,222 | $ 262,841 | $ 189,702 | |
Cost of products and preservation services: | ||||
Total cost of products and preservation services | 93,209 | 89,857 | 61,060 | |
Gross margin | 183,013 | 172,984 | 128,642 | |
Operating expenses: | ||||
General, administrative, and marketing | 143,011 | 140,574 | 101,211 | |
Research and development | 22,960 | 23,098 | 19,461 | |
Total operating expenses | 165,971 | 163,672 | 120,672 | |
Operating income | 17,042 | 9,312 | 7,970 | |
Interest expense | 14,886 | 15,788 | 4,881 | |
Interest income | (738) | (226) | (212) | |
Other expense (income), net | 1,250 | 141 | (260) | |
Income (loss) before income taxes | 1,644 | (6,391) | 3,561 | |
Income tax (benefit) expense | (76) | (3,551) | (143) | |
Net income (loss) | $ 1,720 | $ (2,840) | $ 3,704 | |
Income (loss) per common share: | ||||
Basic | $ 0.05 | $ (0.08) | $ 0.11 | |
Diluted | [1] | $ 0.05 | $ (0.08) | $ 0.11 |
Weighted-average common shares outstanding: | ||||
Basic | 37,118 | 36,412 | 33,008 | |
Diluted | 37,860 | 36,412 | 34,163 | |
Net income (loss) | $ 1,720 | $ (2,840) | $ 3,704 | |
Other comprehensive (loss) income | (2,517) | (7,929) | 2,286 | |
Comprehensive (loss) income | (797) | (10,769) | 5,990 | |
Products [Member] | ||||
Revenues: | ||||
Total revenues | 197,246 | 187,394 | 119,631 | |
Cost of products and preservation services: | ||||
Total cost of products and preservation services | 55,022 | 53,772 | 29,798 | |
Preservation Services [Member] | ||||
Revenues: | ||||
Total revenues | 78,976 | 75,447 | 70,071 | |
Cost of products and preservation services: | ||||
Total cost of products and preservation services | $ 38,187 | $ 36,085 | $ 31,262 | |
[1] | We excluded stock options from the calculation of diluted weighted-average common shares outstanding if the per share value, including the sum of (i) the exercise price of the options and (ii) the amount of the compensation cost attributed to future services and not yet recognized, was greater than the average market price of the shares, because the inclusion of these stock options would be antidilutive to (loss) income per common share. For the year ended December 31, 2018 all stock options and awards were excluded from the calculation of weighted-average common shares outstanding as these would be antidilutive to the net loss. For the years ended December 31, 2019 and 2017 stock options to purchase 131,000 and 227,000 shares, respectively, were excluded from the calculation of diluted weighted-average common shares outstanding. |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net cash flows from operating activities: | |||
Net income (loss) | $ 1,720 | $ (2,840) | $ 3,704 |
Adjustments to reconcile net income to net cash from operating activities: | |||
Depreciation and amortization | 18,317 | 18,095 | 9,745 |
Non-cash compensation | 8,799 | 6,325 | 6,919 |
Non-cash lease expense | 5,009 | ||
Write-down of inventories and deferred preservation costs | 1,488 | 649 | 2,110 |
Deferred income taxes | (2,305) | (4,485) | (1,483) |
Other | 2,182 | 2,149 | 676 |
Changes in operating assets and liabilities: | |||
Receivables | (5,332) | (1,119) | (7,258) |
Inventories and deferred preservation costs | (8,125) | 2,384 | (9,369) |
Prepaid expenses and other assets | (6,177) | (2,407) | (2,968) |
Accounts payable, accrued expenses, and other liabilities | 251 | (8,870) | 8,727 |
Net cash flows provided by operating activities | 15,827 | 9,881 | 10,803 |
Net cash flows used in investing activities: | |||
Payments for Endospan Agreements | (15,000) | ||
Capital expenditures | (8,072) | (5,786) | (6,632) |
Acquisition of JOTEC, net of cash acquired | (164,661) | ||
Acquisition of PhotoFix technology | (409) | ||
Proceeds from sale of business components | 740 | ||
Other | (871) | (929) | (86) |
Net cash flows used in investing activities | (23,943) | (6,715) | (171,048) |
Net cash flows from financing activities: | |||
Repayment of term loan | (2,780) | (2,790) | (4,994) |
Payment of debt issuance costs | (624) | (10,144) | |
Proceeds from issuance of term loan | 225,000 | ||
Payoff of debt agreement | (67,219) | ||
Proceeds from exercise of stock options and issuance of common stock | 4,758 | 3,854 | 3,126 |
Redemption and repurchase of stock to cover tax withholdings | (2,743) | (2,100) | (1,614) |
Other | (728) | (902) | (910) |
Net cash flows (used in) provided by financing activities | (1,493) | (2,562) | 143,245 |
Effect of exchange rate changes on cash | 1,667 | 879 | 412 |
(Decrease) increase in cash, cash equivalents, and restricted securities | (7,942) | 1,483 | (16,588) |
Cash, cash equivalents, and restricted securities, beginning of year | 42,236 | 40,753 | 57,341 |
Cash, cash equivalents, and restricted securities, end of year | $ 34,294 | $ 42,236 | $ 40,753 |
Consolidated Statements Of Shar
Consolidated Statements Of Shareholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Total |
Balance at Dec. 31, 2016 | $ 342,000 | $ 187,061,000 | $ 34,143,000 | $ (429,000) | $ (12,134,000) | $ 208,983,000 |
Balance, shares at Dec. 31, 2016 | 34,230,000 | (1,356,000) | ||||
Net income (loss) | 3,704,000 | 3,704,000 | ||||
Foreign currency translation gain (loss) | 2,286,000 | 2,286,000 | ||||
Comprehensive income (loss) | 5,990,000 | |||||
Stock issued for JOTEC transaction | $ 27,000 | 53,092,000 | 53,119,000 | |||
Stock issued for JOTEC transaction, shares | 2,683,000 | |||||
Equity compensation | $ 3,000 | 7,310,000 | 7,313,000 | |||
Equity compensation, shares | 311,000 | |||||
Exercise of options | $ 4,000 | 2,476,000 | $ (585,000) | 1,895,000 | ||
Exercise of options, shares | 393,000 | (30,000) | ||||
Employee stock purchase plan | $ 1,000 | 1,230,000 | $ 1,231,000 | |||
Employee stock purchase plan, shares | 93,000 | 93,000 | ||||
Redemption and repurchase of stock to cover tax withholdings | $ (1,000) | (1,613,000) | $ (1,614,000) | |||
Redemption and repurchase of stock to cover tax withholdings, shares | (92,000) | |||||
Balance at Dec. 31, 2017 | $ 376,000 | 249,935,000 | 37,609,000 | 1,857,000 | $ (12,719,000) | 277,058,000 |
Balance, shares at Dec. 31, 2017 | 37,618,000 | (1,386,000) | ||||
Cumulative effect of adjustment | ASU 2016-09 [Member] | 379,000 | (238,000) | 141,000 | |||
Net income (loss) | (2,840,000) | (2,840,000) | ||||
Foreign currency translation gain (loss) | (7,929,000) | (7,929,000) | ||||
Comprehensive income (loss) | (10,769,000) | |||||
Stock issued for JOTEC transaction, shares | ||||||
Equity compensation | $ 3,000 | 6,806,000 | 6,809,000 | |||
Equity compensation, shares | 287,000 | |||||
Exercise of options | $ 5,000 | 4,382,000 | $ (1,872,000) | 2,515,000 | ||
Exercise of options, shares | 578,000 | (98,000) | ||||
Employee stock purchase plan | $ 1,000 | 1,338,000 | $ 1,339,000 | |||
Employee stock purchase plan, shares | 83,000 | 83,000 | ||||
Redemption and repurchase of stock to cover tax withholdings | (2,100,000) | $ (2,100,000) | ||||
Redemption and repurchase of stock to cover tax withholdings, shares | (103,000) | |||||
Balance at Dec. 31, 2018 | $ 385,000 | 260,361,000 | 34,984,000 | (6,072,000) | $ (14,591,000) | 275,067,000 |
Balance, shares at Dec. 31, 2018 | 38,463,000 | (1,484,000) | ||||
Cumulative effect of adjustment | ASU 606 [Member] | 215,000 | 215,000 | ||||
Net income (loss) | 1,720,000 | 1,720,000 | ||||
Foreign currency translation gain (loss) | (2,517,000) | (2,517,000) | ||||
Comprehensive income (loss) | (797,000) | |||||
Equity compensation | $ 2,000 | 9,409,000 | 9,411,000 | |||
Equity compensation, shares | 254,000 | |||||
Exercise of options | $ 3,000 | 3,292,000 | 3,295,000 | |||
Exercise of options, shares | 334,000 | |||||
Employee stock purchase plan | $ 1,000 | 1,462,000 | $ 1,463,000 | |||
Employee stock purchase plan, shares | 61,000 | 61,000 | ||||
Redemption and repurchase of stock to cover tax withholdings | $ (1,000) | (2,742,000) | $ (2,743,000) | |||
Redemption and repurchase of stock to cover tax withholdings, shares | (94,000) | |||||
Balance at Dec. 31, 2019 | $ 390,000 | 271,782,000 | 36,704,000 | $ (8,589,000) | $ (14,591,000) | $ 285,696,000 |
Balance, shares at Dec. 31, 2019 | 39,018,000 | (1,484,000) | ||||
Cumulative effect of adjustment | ASU 2016-09 [Member] | $ 379,000 | $ (238,000) |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Nature of Business CryoLife, Inc. (“CryoLife,” the “Company,” “we,” or “us”) is a leader in the manufacturing, processing, and distribution of medical devices and implantable human tissues used in cardiac and vascular surgical procedures for patients with aortic disease. We have four major product families: BioGlue ® Surgical Adhesive (“BioGlue”) products, JOTEC GmbH (“JOTEC”) stent grafts and surgical products, On-X mechanical heart valves and surgical products, and implantable cardiac and vascular human tissues. In addition to these four major product families, we sell or distribute PhotoFix TM bovine surgical patch, PerClot ® hemostatic powder, NEXUS TM endovascular stent graft system, and CardioGenesis cardiac laser therapy. Basis of Presentation and Principles of Consolidation We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior-year amounts have been reclassified to conform to the current year presentation. Translation of Foreign Currencies Our revenues and expenses transacted in foreign currencies are translated as they occur at exchange rates in effect at the time of each transaction. Realized and unrealized gains and losses on foreign currency transactions are recorded as a component of other expense (income), net on our Consolidated Statements of Operations and Comprehensive (Loss) Income. Realized and unrealized gains and losses were a loss of $ 1.2 million, a loss of $ 2.6 million, and a gain of $ 257,000 for the years ended December 31, 2019, 2018, and 2017, respectively. Losses incurred during 2019 were primarily related to cross currency intercompany receivables and payables resulting from large inventory transfers during 2019, impacted by fluctuations in the Euro relative to other currencies. Our assets and liabilities denominated in foreign currencies are translated at the exchange rate in effect as of the balance sheet date and are recorded as a separate component of accumulated other comprehensive (loss) income in the shareholders' equity section of our Consolidated Balance Sheets. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Estimates and assumptions are used when accounting for allowance for doubtful accounts, inventory, deferred preservation costs, acquired assets or businesses, intangible assets, deferred income taxes, commitments and contingencies (including product and tissue processing liability claims, claims incurred but not reported, and amounts recoverable from insurance companies), stock based compensation, certain accrued liabilities (including accrued procurement fees, income taxes, and financial instruments), and other items as appropriate. Revenue Recognition Contracts with Customers We adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers effective January 1, 2018 using the modified retrospective method applied to those contracts which were not substantially completed as of January 1, 2018 . These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenues for 2019 and 2018 are reported under ASC 606, while 2017 amounts are not adjusted and continue to be reported under ASC 605, Revenue Recognition . We routinely enter into contracts with customers that include general commercial terms and conditions, notification requirements for price increases, shipping terms and, in most cases, prices for the products and services that we offer. These agreements, however, do not obligate us to provide goods or services to the customer, and there is no consideration promised to us at the onset of these arrangements. For customers without separate agreements, we have a standard list price established by geography and by currency for all products and services, and our invoices contain standard terms and conditions that are applicable to those customers where a separate agreement is not controlling. Our performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and we accept the order. We identify performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. We generally recognize revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time we have an unconditional right to receive payment. Our prices are fixed and are not affected by contingent events that could impact the transaction price. We do not offer price concessions and do not accept payment that is less than the price stated when we accept the purchase order, except in rare credit related circumstances. We do not have any material performance obligations where we are acting as an agent for another entity. Revenues for products, including: BioGlue, On-X products, JOTEC products, PerClot, PhotoFix and other medical devices, are typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenues from consignment are recognized when the medical device is implanted. We recognize revenues for preservation services when tissue is shipped to the customer. Our E-xtra DESIGN ENGINEERING products are specifically designed to meet specifications of a particular patient, and therefore, do not create an asset with an alternative use. We evaluate open orders for these products each reporting period, and when material, we recognize the revenue and related contract asset based on the amount of payment we believe we are entitled to at that time. In certain limited circumstances, CardioGenesis cardiac laser consoles are provided to a customer for their use without transfer of title for evaluation purposes. We have determined that a portion of the revenue for the handpieces purchased during these evaluations constitutes revenues associated with the use of the laser console, however, these are immaterial to reported revenues. Warranty Our general product warranties do not extend beyond an assurance that the products or services delivered will be consistent with stated specifications and do not include separate performance obligations. Warranties included with our CardioGenesis cardiac laser products provide for annual maintenance services, which are priced separately and are recognized as revenues at the stand-alone price over the service period, whether invoiced separately or recognized based on our allocation of the transaction price. Significant Judgments in the Application of the Guidance in ASC 606 There are no significant judgments associated with the satisfaction of our performance obligations. We generally satisfy performance obligations upon shipment of the product or service to the customer. This is consistent with the time in which the customer obtains control of the product or service. Performance obligations are also generally settled quickly after the purchase order acceptance, other than as identified for the E-xtra DESIGN ENGINEERING product, therefore, the value of unsatisfied performance obligations at the end of any reporting period is immaterial. For performance obligations provided through our E-xtra DESIGN ENGINEERING product line, we determine the value of our enforceable right to payment based on the time required and costs incurred for design services and manufacture of the in-process device in relation to the total inputs required to complete the device. We consider variable consideration in establishing the transaction price. Forms of variable consideration potentially applicable to our arrangements include sales returns, rebates, volume-based bonuses, and prompt pay discounts. We use historical information along with an analysis of the expected value to properly calculate and to consider the need to constrain estimates of variable consideration. Such amounts are included as a reduction to revenue from the sale of products and services in the periods in which the related revenue is recognized and adjusted in future periods as necessary. Commissions and Contract Costs Sales commissions are earned upon completion of each performance obligation, and therefore, are expensed when incurred. These costs are included in general, administrative, and marketing expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income. We generally do not incur incremental charges associated with securing agreements with customers which would require capitalization and recovery over the life of the agreement. Practical Expedients Our payment terms for sales direct to customers are substantially less than the one-year collection period that falls within the practical expedient in the determination of whether a significant financing component exists. Shipping and Handling Charges Fees charged to customers for shipping and handling of products and tissues are included in product and preservation service revenues. The costs for shipping and handling of products and tissues are included as a component of cost of products and cost of preservation services. Taxes Collected from Customers Taxes collected on the value of transaction revenue are excluded from product and service revenues and cost of sales and are accrued in current liabilities until remitted to governmental authorities . Advertising Costs The costs to develop, produce, and communicate our advertising are expensed as incurred and are classified as general, administrative, and marketing expenses. We record the cost to print or copy certain sales materials as a prepaid expense and amortize these costs as an advertising expense over the period they are expected to be used, typically six months to one year . The total amount of advertising expense included in our Consolidated Statements of Operations and Comprehensive (Loss) Income was $ 1.7 million, $ 732,000 , and $ 606,000 for the years ended December 31, 2019, 2018, and 2017, respectively. Stock - Based Compensation We have stock option and stock incentive plans for employees and non-employee directors that provide for grants of restricted stock awards (“RSA”s), performance stock awards (“PSA”s), restricted stock units (“RSU”s), performance stock units (“PSU”s), and options to purchase shares of our common stock at exercise prices generally equal to the fair values of such stock at the dates of grant. We also maintain a shareholder approved Employee Stock Purchase Plan (the “ESPP”) for the benefit of our employees. The ESPP allows eligible employees the right to purchase common stock on a regular basis at the lower of 85 % of the market price at the beginning or end of each offering period. The RSAs, PSAs, RSUs, PSUs, and stock options granted by us typically vest over a one to three-year period. The stock options granted by us typically expire within seven years of the grant date. We value our RSAs, PSAs, RSUs, and PSUs based on the stock price on the date of grant. We expense the related compensation cost of RSAs, PSAs, and RSUs using the straight-line method over the vesting period. We expense the related compensation cost of PSUs based on the number of shares expected to be issued, if achievement of the performance component is probable, using a straight-line method over each vesting tranche of the award which results in accelerated recognition of expenses. The amount of compensation costs expensed related to PSUs is adjusted as needed if we deem that achievement of the performance component is no longer probable or if our expectation of the number of shares to be issued changes. We use a Black-Scholes model to value our stock option grants and expense the related compensation cost using the straight-line method over the vesting period. The fair value of our ESPP options is also determined using a Black-Scholes model and is expensed over the vesting period. The fair value of stock options and ESPP options is determined on the grant date using assumptions for the expected term, volatility, dividend yield, and the risk-free interest rate. The expected term is primarily based on the contractual term of the option and our data related to historic exercise and post-vesting forfeiture patterns, which is adjusted based on our expectations of future results. Our anticipated volatility level is primarily based on the historic volatility of our common stock, adjusted to remove the effects of certain periods of unusual volatility not expected to recur, and adjusted based on our expectations of future volatility, for the life of the option or option group. Our model was updated to include a zero-dividend yield assumption when our quarterly dividends were discontinued after the fourth quarter of 2015, and we do not anticipate paying dividends in the future. The risk-free interest rate is based on recent U.S. Treasury note auction results with a similar life to that of the option. Our model does not include a discount for post-vesting restrictions, as we have not issued awards with such restrictions. The period expense for our stock compensation is determined based on the valuations discussed above and forfeitures are accounted for in the period awards are forfeited. Change in Accounting for Employee Share-Based Payments As of January 1, 2017 we made an entity-wide accounting policy election in accordance with Accounting Standards Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”) to change our accounting policy to account for stock compensation forfeitures in the period awards are forfeited rather than estimating the effect of forfeitures. We elected to make this accounting policy change to simplify the accounting for share-based compensation and believe this method provides a more accurate reflection of periodic share-based compensation cost from the grant date forward. We used the modified retrospective transition method to record a net $ 238,000 cumulative-effect adjustment decrease to retained earnings for the accounting policy change, which included a $ 379,000 increase to additional paid-in capital and a $ 141,000 increase in deferred tax assets. Additionally, as of January 1, 2017 and in accordance with the guidance in ASU 2016-09, we made a change to account for excess tax benefits and deficiencies resulting from the settlement or vesting of share-based awards in income tax expense in our Consolidated Statement of Operations and Comprehensive (Loss) Income instead of accounting for these effects through additional paid in-capital on our Consolidated Balance Sheets. We applied this amendment prospectively and prior periods have not been adjusted. Income Per Common Share Income per common share is computed using the two-class method, which requires us to include unvested RSAs and PSAs that contain non-forfeitable rights to dividends (whether paid or unpaid) as participating securities in the income per common share calculation. Under the two-class method, net income is allocated to the weighted-average number of common shares outstanding during the period and the weighted-average participating securities outstanding during the period. The portion of net income that is allocated to the participating securities is excluded from basic and dilutive net income per common share. Diluted net income per share is computed using the weighted-average number of common shares outstanding plus the dilutive effects of outstanding stock options and awards and other dilutive instruments as appropriate. Dividends Payment of dividends was discontinued in the fourth quarter of 2015. We did no t pay dividends in 2019, 2018 or 2017 and do not currently anticipate paying out dividends in the next year. Financial Instruments Our financial instruments include cash equivalents, restricted securities, accounts receivable, notes receivable, accounts payable, and debt obligations. We typically value financial assets and liabilities at their carrying values, such as receivables, and accounts payable due to their short-term duration, and debt obligations as they contain variable interest rates that approximate market values. Other financial instruments are recorded as discussed in the sections below. Fair Value Measurements We record certain financial instruments at fair value on a recurring basis, including cash equivalents and certain restricted securities. We may make an irrevocable election to measure other financial instruments at fair value on an instrument-by-instrument basis. Fair value financial instruments are recorded in accordance with the fair value measurement framework. We also measure certain assets at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as certain financial assets, long - lived assets, and non-amortizing intangible assets for impairment, allocating value to assets in an acquired asset group and applying accounting for business combinations. We use the fair value measurement framework to value these assets and report these fair values in the periods in which they are recorded or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to our unobservable estimates and assumptions. Our assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. We may also engage external advisors to assist in determining fair value, as appropriate. Although we believe that the recorded fair values of our financial instruments are appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. Cash and Cash Equivalents Cash equivalents consist primarily of highly liquid investments with maturity dates of three months or less at the time of acquisition. The carrying value of cash equivalents approximates fair value. We maintain depository accounts with certain financial institutions. Although these depository accounts may exceed government insured depository limits, we have evaluated the credit worthiness of these applicable financial institutions and determined the risk of material financial loss due to the exposure of such credit risk to be minimal. Cash Flow Supplemental Disclosures Supplemental disclosures of cash flow information for the years ended December 31 (in thousands): 2019 2018 2017 Cash paid during the year for: Interest $ 13,297 $ 15,005 $ 2,561 Income taxes 1,944 1,699 3,358 Non-cash investing and financing activities: Issuance of common stock for acquisition of JOTEC intangible assets $ -- $ -- $ 53,119 Accounts Receivable and Allowance for Doubtful Accounts Our accounts receivable are primarily from hospitals and distributors that either use or distribute our products and tissues. We assess the likelihood of collection based on a number of factors, including past transaction history and the credit worthiness of the customer, as well as the potential increased risks related to international customers and large distributors. We determine the allowance for doubtful accounts based upon specific reserves for known collection issues, as well as a non-specific reserve based upon aging buckets. We charge off uncollectable amounts against the reserve in the period in which we determine they are uncollectible. Our accounts receivable balances are reported net of allowance for doubtful accounts of $ 966,000 and $ 533,000 as of December 31, 2019 and 2018, respectively. Inventories Inventories are comprised of finished goods for our major product lines including: BioGlue; JOTEC products; On-X products; CardioGenesis cardiac laser therapy laser consoles, handpieces, and accessories; PerClot; PhotoFix; other medical devices; work-in-process; and raw materials. Inventories for finished goods are valued at the lower of cost or market on a first - in, first - out basis and raw materials are valued on a moving average cost basis. Typically, upon shipment, or upon implant of a medical device on consignment, revenue is recognized, and the related inventory costs are expensed as cost of products. Cost of products also includes, as applicable, lower of cost or market write-downs and impairments for products not deemed to be recoverable and, as incurred, idle facility expense, excessive spoilage, extra freight, and re-handling costs. Inventory costs for manufactured products consist primarily of direct labor and materials (including salary and fringe benefits, raw materials, and supplies) and indirect costs (including allocations of costs from departments that support manufacturing activities and facility allocations). The allocation of fixed production overhead costs is based on actual production levels, to the extent that they are within the range of the facility’s normal capacity. Inventory costs for products purchased for resale or manufactured under contract consist primarily of the purchase cost, freight-in charges, and indirect costs as appropriate. We regularly evaluate our inventory to determine if the costs are appropriately recorded at the lower of cost or market value. We also evaluate our inventory for costs not deemed to be recoverable, including inventory not expected to ship prior to its expiration. Lower of cost or market value write-downs are recorded if the book value exceeds the estimated net realizable value of the inventory, based on recent sales prices at the time of the evaluation. Impairment write-downs are recorded based on the book value of inventory deemed to be impaired. Actual results may differ from these estimates. Write-downs of inventory are expensed as cost of products, and these write-downs are permanent impairments that create a new cost basis, which cannot be restored to its previous levels if our estimates change. We recorded write-downs to our inventory totaling $ 601,000 , $ 212,000 , and $ 1.2 million for the years ended December 31, 2019, 2018, and 2017, respectively. The 2019 write-down is primarily related to PerClot inventory not expected to ship prior to the expiration date . The 2018 write-down is primarily related to On-X ascending aortic prosthesis (“AAP”) inventory not expected to ship prior to the expiration date and the disposal of obsolete surgical sealant product packaging materials. The 2017 write-down is primarily related to AAP inventory not expected to ship prior to the expiration date. Deferred Preservation Costs Deferred preservation costs include costs of cardiac and vascular tissues available for shipment, tissues currently in active processing, and tissues held in quarantine pending release to implantable status. By federal law, human tissues cannot be bought or sold; therefore, the tissues we preserve are not held as inventory. The costs we incur to procure and process cardiac and vascular tissues are instead accumulated and deferred. Deferred preservation costs are stated at the lower of cost or market value on a first - in, first - out basis and are deferred until revenue is recognized. Upon shipment of tissue to an implanting facility, revenue is recognized, and the related deferred preservation costs are expensed as cost of preservation services. Cost of preservation services also includes, as applicable, lower of cost or market write-downs and impairments for tissues not deemed to be recoverable, and includes, as incurred, idle facility expense, excessive spoilage, extra freight, and re-handling costs. The calculation of deferred preservation costs involves judgment and complexity and uses the same principles as inventory costing. Donated human tissue is procured from deceased human donors by organ and tissue procurement organizations (“OPOs”) and tissue banks, that consign the tissue to us for processing, preservation, and distribution. Deferred preservation costs consist primarily of the procurement fees charged by the OPOs and tissue banks, direct labor and materials (including salary and fringe benefits, laboratory supplies and expenses, and freight - in charges), and indirect costs (including allocations of costs from support departments and facility allocations). Fixed production overhead costs are allocated based on actual tissue processing levels, to the extent that they are within the range of the facility’s normal capacity. These costs are then allocated among the tissues processed during the period based on cost drivers, such as the number of donors or number of tissues processed. We apply a yield estimate to all tissues in process and in quarantine to estimate the portion of tissues that will ultimately become implantable. We estimate quarantine and in process yields based on our experience and reevaluate these estimates periodically. Actual yields could differ significantly from our estimates, which could result in a change in tissues available for shipment and could increase or decrease the balance of deferred preservation costs. These changes could result in additional cost of preservation services expense or could increase per tissue preservation costs, which would impact gross margins on tissue preservation services in future periods. We regularly evaluate our deferred preservation costs to determine if the costs are appropriately recorded at the lower of cost or market value. We also evaluate our deferred preservation costs for costs not deemed to be recoverable, including tissues not expected to ship prior to the expiration date of their packaging. Lower of cost or market value write-downs are recorded if the tissue processing costs incurred exceed the estimated market value of the tissue services, based on recent average service fees at the time of the evaluation. Impairment write-downs are recorded based on the book value of tissues deemed to be impaired. Actual results may differ from these estimates. Write-downs of deferred preservation costs are expensed as cost of preservation services, and these write-downs are permanent impairments that create a new cost basis, which cannot be restored to its previous levels if our estimates change. We recorded write-downs to our deferred preservation costs totaling $ 787,000 , $ 437,000 , and $ 922,000 for the years ended December 31, 2019, 2018, and 2017, respectively, due primarily to tissues not expected to ship prior to the expiration date of the packaging. Property and Equipment Property and equipment is stated at cost. Depreciation is provided over the estimated useful lives of the assets, generally three to ten years , on a straight - line basis. Leasehold improvements are amortized on a straight - line basis over the remaining lease term at the time the assets are capitalized or the estimated useful lives of the assets, whichever is shorter. Depreciation expense for the years ended December 31 is as follows (in thousands): 2019 2018 2017 Depreciation expense $ 7,467 $ 7,303 $ 4,648 Goodwill and Other Intangible Assets Our intangible assets consist of goodwill, acquired technology, customer lists and relationships, patents, trademarks, and other intangible assets, as discussed in Note 7. Our goodwill is attributable to a segment or segments of our business, as appropriate, as the related acquired business that generated the goodwill is integrated into our operations. Upon divestiture of a component of our business, the goodwill related to the operating segment is allocated to the divested business using the relative fair value allocation method. Our definite lived intangible assets consist of acquired technologies, customer lists and relationships, distribution and manufacturing rights and know-how, patents, and other intangible assets. We amortize our definite lived intangible assets over their expected useful lives using the straight-line method, which we believe approximates the period of economic benefits of the related assets. Our indefinite lived intangible assets do not amortize but are instead subject to periodic impairment testing as discussed in “Impairments of Long-Lived Assets and Non-Amortizing Intangible Assets” below. Impairments of Long - Lived Assets and Non-Amortizing Intangible Assets We assess the potential impairment of our property and equipment and amortizing intangible long-lived assets to be held and used whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include, but are not limited to, the following: Significant underperformance relative to expected historical or projected future operating results; Significant negative industry or economic trends; Significant decline in our stock price for a sustained period; or Significant decline in our market capitalization relative to net book value. If we determine that an impairment review is necessary, we will evaluate the assets or asset groups by comparing their carrying values to the sum of the undiscounted future cash flows expected to result from their use and eventual disposition. If the carrying values exceed the future cash flows, then the asset or asset group is considered impaired, and we will write down the value of the asset or asset group. For the years ended December 31, 2019, 2018, and 2017 we did not experience any factors that indicated that an impairment review of our long-lived assets was warranted. We evaluate our goodwill and other non-amortizing intangible assets for impairment on an annual basis as of October 31 and, if necessary, during interim periods if factors indicate that an impairment review is warranted. As of October 31, 2019 and 2018, our non-amortizing intangible assets consisted of goodwill, in-process research and development, acquired procurement contracts and agreements, and trademarks. We performed an analysis of our non-amortizing intangible assets as of October 31, 2019 and 2018 and determined that the fair value of the assets and the fair value of the reporting unit exceeded their associated carrying values and were, therefore, not impaired. We will continue to evaluate the recoverability of these non-amortizing intangible assets. Accrued Procurement Fees Donated tissue is procured from deceased human donors by OPOs and tissue banks, which consign the tissue to us for processing, preservation, and distribution. We reimburse the OPOs and tissue banks for their costs to recover the tissue and include these costs as part of deferred preservation costs, as discussed above. We accrue estimated procurement fees due to the OPOs and tissue banks at the time tissues are received based on contractual agreements be |
Agreements With Endospan
Agreements With Endospan | 12 Months Ended |
Dec. 31, 2019 | |
Agreements With Endospan [Abstract] | |
Agreements With Endospan | 2. Agreements with Endospan Exclusive Distribution Agreement and Securities Purchase Option Agreement On September 11, 2019 CryoLife, Inc.’s wholly owned subsidiary, JOTEC, entered into an exclusive distribution agreement (“Endospan Distribution Agreement”) with Endospan Ltd. (“Endospan”) an Israeli corporation, pursuant to which JOTEC obtained exclusive distribution rights for Endospan’s NEXUS stent graft system (“NEXUS”) and accessories in certain countries in Europe in exchange for a fixed distribution fee of $ 9.0 million paid in September 2019. Under the terms of the Endospan Distribution Agreement, JOTEC agreed to use its best efforts to market, promote, distribute, sell, and support NEXUS for approved uses in the countries included within JOTEC’s exclusive distribution rights. JOTEC is obligated to satisfy a minimum purchase amount beginning in 2020. CryoLife also entered into a securities purchase option agreement (“Endospan Option Agreement”) with Endospan for $ 1.0 million paid in September 2019. The Endospan Option Agreement provides CryoLife the option to purchase all of the outstanding securities of Endospan from Endospan’s securityholders at the time of acquisition, or the option to acquire all of Endospan’s assets, in each case, for a price between $ 350.0 million and $ 450.0 million before or within a certain period of time or after U.S. Food and Drug Administration (“FDA”) approval of NEXUS, with such option expiring if not exercised within 90 days after receiving notice that Endospan has received approval from the FDA for NEXUS. The term of JOTEC’s Endospan Distribution Agreement expires upon the earliest to occur of (i) the date on which the acquisition contemplated by the Endospan Option Agreement can no longer be consummated under its terms, or (ii) the date on which the Endospan Option Agreement is terminated pursuant to its terms, or by either party under certain circumstances. JOTEC would be entitled to a termination fee in the event the Endospan Distribution Agreement is terminated by JOTEC due to a suspension of approvals related to NEXUS lasting more than six months or the withdrawal of such approvals, an injunction on NEXUS lasting more than six months or a permanent injunction on NEXUS (unless such injunction resulted solely from an act or omission of JOTEC, its affiliates, or their sub-distributors), and other significant breaches. We incurred transaction and integration costs of $ 1.0 million for the year ended December 31, 2019, related to the execution of the Endospan agreements, which included, among other costs, expenses related to legal, professional, and consulting costs. These costs were expensed as incurred and were primarily recorded as general, administrative, and marketing expenses on our Consolidated Statements of Operations and Comprehensive (Loss) Income. Loan Agreement CryoLife and Endospan also entered into a loan agreement (“Endospan Loan”), dated September 11, 2019, in which CryoLife agreed to provide Endospan a secured loan of up to $ 15.0 million to be funded in three tranches of $ 5.0 million each. The first tranche of the Endospan Loan was funded upon execution of the agreement in September 2019. The second tranche is required to be funded generally under the same terms as the first tranche, upon certification of Investigational Device Exemption (“IDE”) approval from the FDA of NEXUS, and the third tranche is required to be funded upon certification of enrollment of at least 50 % of the required number of patients in the primary arm of the FDA approved clinical trial for NEXUS, in each case subject to Endospan’s continued compliance with the Endospan Loan and certain other conditions. If a termination fee becomes payable by Endospan under the Endospan Distribution Agreement, it will be added to the amount payable to CryoLife under the Endospan Loan. The Endospan Loan is secured by substantially all of Endospan’s assets. Such security interest is a first priority security interest, except as to a pre-existing security interest granted to a third party over certain of these assets. The Endospan Loan bears interest at a rate of 5 % per annum and is subject to acceleration upon an event of default. Interest on the Endospan Loan is payable upon the closing of the acquisition contemplated in the Endospan Option Agreement, and the principal amount and any additional interest or other obligations are payable upon the first anniversary of the closing of such acquisition. The amounts advanced under the Endospan Loan could be forgiven if Endospan is not in default of the Endospan Loan and certain events as defined in the Endospan agreements have occurred. Variable Interest Entity We consolidate the results of a variable interest entity ("VIE") when it is determined that we are the primary beneficiary. Our payments to Endospan in September 2019 totaled $ 15.0 million which included a $ 9.0 million distribution fee, a $ 1.0 million securities purchase option, and $ 5.0 million for the first tranche of the Endospan Loan. Based on our evaluation of Endospan and the related agreements with Endospan, we determined that Endospan is a VIE. We evaluated whether we are the primary beneficiary of the Endospan VIE by considering whether we have (1) the power to direct those activities of the VIE that most significantly impact the entity’s economic performance and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. In evaluating whether we have the power to direct those activities of a VIE that most significantly impact its economic performance, we considered the purpose for which the VIE was created, the importance of each of the activities in which the VIE is engaged, and our decision-making role, if any, in those activities that significantly determine the VIE’s economic performance, as compared to the role of other economic interest holders. In determining whether we have the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIE, we considered our economic interests in Endospan, regardless of form. This evaluation considered the relevant factors of Endospan’s design, including: Endospan’s capital structure, contractual rights to earnings (losses), and subordination of our interests relative to those of other investors, contingent payments, as well as other contractual arrangements that have the potential to be economically significant. Although the arrangement with Endospan resulted in our holding a variable interest, it did not empower us to direct those activities of Endospan that most significantly impact the VIE economic performance. Therefore, we are not the primary beneficiary, and we have not consolidated Endospan into our financial results. Our payments to date, including any loans and guarantees and other subordinated financial support related to this VIE, totaled $ 15.0 million as of December 31, 2019, representing our maximum exposure to loss and was not individually significant to our consolidated financial statements. Valuation The agreements with Endospan were entered into concurrently and had certain terms that are interrelated. In our evaluation of the initial relative fair value of each of the Endospan agreements to determine the amount to record, we utilized discounted cash flows to estimate the fair market value for the Endospan Loan and for the Endospan Distribution Agreement. We estimated the fair value of the Endospan Option Agreement utilizing the Monte Carlo simulation. Inputs in our valuation of the Endospan agreements included cash payments and anticipated payments based on the executed agreements with Endospan, projected discounted cash flows in connection with the Endospan transaction, our expected internal rate of return and discount rates, and our assessed probability and timing of receipt of certification that certain approvals and milestones in obtaining FDA approval. Based on the fair value of the Endospan Loan and the relative fair values of the Endospan Distribution Agreement and Endospan Option Agreement, we recorded the Endospan Loan value of $ 358,000 and the Endospan Option Agreement of $ 4.8 million in “Other long-term assets” and the Endospan Distribution Agreement of $ 9.8 million in “Other intangibles, net” in the Consolidated Balance Sheets as of December 31, 2019. We have elected the fair value option for recording the Endospan Loan. We assess the fair value of the Endospan Loan based on quantitative and qualitative characteristics each period, and we adjust the amount recorded to its current fair market value at each reporting period. We performed an assessment of the fair value of the Endospan Loan as of December 31, 2019 and concluded that an adjustment to the fair value is not material. As of the transaction date, the initial relative fair value calculations to determine the amounts to be recorded for the Endospan Distribution Agreement and the Endospan Option Agreement represent non-recurring Level 3 fair value calculations. The Endospan Distribution Agreement will be amortized over five years , which is the expected timeframe to achieve FDA approval. The Endospan Option Agreement will remain at the recorded value and will be periodically assessed for impairment based on qualitative and quantitative factors. |
Acquisition Of JOTEC
Acquisition Of JOTEC | 12 Months Ended |
Dec. 31, 2019 | |
Acquisition Of JOTEC [Abstract] | |
Acquisition of JOTEC | 3. Acquisition of JOTEC Overview On December 1, 2017 we acquired JOTEC (the “JOTEC Acquisition”) for a contract value of approximately $ 225.0 million, subject to certain adjustments. JOTEC is being operated as a wholly-owned subsidiary of CryoLife. In connection with the closing of the JOTEC Acquisition, CryoLife entered into a senior secured credit facility in an aggregate principal amount of $ 255.0 million, which includes a $ 225.0 million term loan and a $ 30.0 million revolving credit facility. See Note 10 for further discussion of the senior secured credit facility. Accounting for the Transaction The purchase price of the JOTEC Acquisition totaled approximately $ 222.2 million, including debt and cash acquired as determined on the date of closing, consisting of $ 169.1 million in cash and 2,682,754 shares of CryoLife common stock, with a value of $ 53.1 million on the date of the closing. We incurred transaction and integration costs of $ 1.0 million, $ 7.4 million, and $ 7.7 million for the years ended December 31, 2019, 2018 and 2017, respectively, primarily related to the acquisition, which included, among other costs, expenses related to the termination of international agreements, severance costs, and legal, professional, and consulting costs. These costs were expensed as incurred and were primarily recorded as general, administrative, and marketing expenses on our Consolidated Statements of Operations and Comprehensive (Loss) Income. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Financial Instruments [Abstract] | |
Financial Instruments | 4. Financial Instruments A summary of financial instruments measured at fair value is as follows (in thousands): December 31, 2019 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 1,472 -- -- $ 1,472 Restricted securities: Money market funds 528 -- -- 528 Endospan Loan -- -- 358 358 Total assets $ 2,000 $ -- $ 358 $ 2,358 December 31, 2018 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds 1,445 -- -- 1,445 Restricted securities: Money market funds 747 -- -- 747 Total assets $ 2,192 $ -- $ -- $ 2,192 We used prices quoted from our investment management companies to determine the Level 1 valuation of our investments in money market funds. We recorded the Endospan Loan, classified as Level 3, as a result of an agreement with Endospan in September 2019. See Note 2 for further discussion of the Endospan Loan. Changes in fair value of Level 3 assets are listed in the table below (in thousands): Endospan Loan Balance as of December 31, 2018 $ -- Initial value of Endospan Loan 358 Change in valuation of Endospan Loan -- Balance as of December 31, 2019 $ 358 During the year ended December 31, 2017 we initially recorded certain non-financial assets at fair value related to the acquisition JOTEC. Disclosure of this initial fair value determination is included in Note 3 above. |
Cash Equivalents And Restricted
Cash Equivalents And Restricted Cash And Securities | 12 Months Ended |
Dec. 31, 2019 | |
Cash Equivalents And Restricted Cash And Securities [Abstract] | |
Cash Equivalents And Restricted Cash And Securities | 5. Cash Equivalents and Restricted Cash and Securities The following is a summary of cash equivalents and marketable securities (in thousands): Unrealized Estimated Holding Market December 31, 2019 Cost Basis Gains (Losses) Value Cash equivalents: Money market funds $ 1,472 -- $ 1,472 Restricted securities: Money market funds 528 -- 528 Unrealized Estimated Holding Market December 31, 2018 Cost Basis Gains (Losses) Value Cash equivalents: Money market funds $ 1,445 -- $ 1,445 Restricted securities: Money market funds 747 -- 747 As of December 31, 2019 and 2018 $ 528,000 and $ 747,000 , respectively, of our money market funds were designated as short-term restricted securities due to a contractual commitment to hold the securities as pledged collateral relating primarily to international tax obligations. There were no gross realized gains or losses on cash equivalents or restricted securities for the years ended December 31, 2019, 2018, and 2017. As of December 31, 2019, $ 528,000 of our restricted securities had a maturity date within three months . As of December 31, 2018, $ 512,000 of our restricted securities had a maturity date within three months and $ 235,000 of our restricted securities had a maturity date between three months and one year . |
Inventories And Deferred Preser
Inventories And Deferred Preservation Costs | 12 Months Ended |
Dec. 31, 2019 | |
Inventories And Deferred Preservation Costs [Abstract] | |
Inventories And Deferred Preservation Costs | 6. Inventories and Deferred Preservation Costs Inventories at December 31, 2019 and 2018 are comprised of the following (in thousands): 2019 2018 Raw materials and supplies $ 21,180 $ 17,381 Work-in-process 5,127 3,858 Finished goods 26,764 24,239 Total inventories $ 53,071 $ 45,478 Deferred preservation costs at December 31, 2019 and 2018 are comprised of the following (in thousands): 2019 2018 Cardiac tissues $ 15,365 $ 15,972 Vascular tissues 17,186 17,202 Total deferred preservation costs $ 32,551 $ 33,174 We maintain consignment inventory of our On-X heart valves at domestic hospital locations and On-X heart valves and JOTEC products at international hospital locations to facilitate usage. We retain title to and control over this consignment inventory until the device is implanted, at which time we invoice the hospital and recognize revenue. As of December 31, 2019 we had $ 12.0 million in consignment inventory, with approximately 51 % in domestic locations and 49 % in foreign locations. As of December 31, 2018 we had $ 11.2 million in consignment inventory, with approximately 55 % in domestic locations and 45 % in foreign locations. |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Other Intangible Assets [Abstract] | |
Goodwill And Other Intangible Assets | 7. Goodwill and Other Intangible Assets Indefinite Lived Intangible Assets As of December 31, 2019 and 2018, the carrying values of our indefinite lived intangible assets are as follows (in thousands): 2019 2018 Goodwill $ 186,697 $ 188,781 In-process R&D 2,190 9,382 Procurement contracts and agreements 2,013 2,013 Trademarks 844 844 We monitor the phases of development of our acquired in-process R&D projects, including the risks associated with further development and the amount and timing of benefits expected to be derived from the completed projects. Incremental costs associated with development are charged to expense as incurred. Capitalized costs are amortized over the estimated useful life of the developed asset once completed. Our in-process R&D projects are reviewed for impairment annually, or more frequently, if events or changes in circumstances indicate that the asset might be impaired. The company did no t record any impairment of indefinite lived intangible assets during the twelve months ended December 31, 2019 and 2018. During the three months ended December 31, 2019, the Company received CE Mark for the E-nside multibranch stent graft system for the endovascular treatment of thoraco-abdominal aneurysms. The company reclassed $ 7.4 million related to the E-nside European business from in-process R&D and into defined lived intangible assets with a useful life of 20 years. Based on our experience with similar agreements, we believe that our acquired procurement contracts and agreements have indefinite useful lives, as we expect to continue to renew these contracts for the foreseeable future. We believe that our trademarks have indefinite useful lives as we currently anticipate that these trademarks will contribute to our cash flows indefinitely. As of December 31, 2019 and 2018, the value of our goodwill, all of which is related to our Medical Devices segment, is as follows (in thousands): 2019 2018 Balance as of January 1, $ 188,781 $ 188,305 Goodwill from JOTEC Acquisition -- 5,100 Revaluation of goodwill denominated in foreign currency ( 2,084 ) ( 4,624 ) Balance as of December 31, $ 186,697 $ 188,781 Definite Lived Intangible Assets As of December 31, 2019 and 2018, gross carrying values, accumulated amortization, and approximate amortization periods of our definite lived intangible assets are as follows (dollars in thousands): Gross Carrying Accumulated Amortization December 31, 2019 Value Amortization Period Acquired technology $ 140,193 24,778 11 – 22 Years Customer lists and relationships 31,131 6,581 13 – 22 Years Distribution and manufacturing rights and know-how 13,826 3,005 5 – 15 Years Patents 3,664 3,074 17 Years Other 1,919 608 3 – 5 Years Gross Carrying Accumulated Amortization December 31, 2018 Value Amortization Period Acquired technology $ 134,999 16,815 11 – 22 Years Customer lists and relationships 31,169 5,068 13 – 22 Years Distribution and manufacturing rights and know-how 4,059 2,107 11 – 15 Years Patents 3,656 2,970 17 Years Other 1,154 235 3 – 5 Years Amortization Expense Amortization expense recorded in general, administrative, and marketing expenses on our Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31 is as follows (in thousands): 2019 2018 2017 Amortization expense $ 10,850 $ 10,792 $ 5,085 As of December 31, 2019 scheduled amortization of intangible assets for the next five years is as follows (in thousands): 2020 2021 2022 2023 2024 Total Amortization expense $ 12,406 $ 12,383 $ 11,838 $ 11,499 $ 11,279 $ 59,405 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes [Abstract] | |
Income Taxes | 8. Income Taxes Income Tax Expense Income (loss) before income taxes consists of the following (in thousands): 2019 2018 2017 Domestic $ 6,369 $ 4,560 $ 5,086 Foreign ( 4,725 ) ( 10,951 ) ( 1,525 ) Income (loss) before income taxes $ 1,644 $ ( 6,391 ) $ 3,561 Income tax expense (benefit) consists of the following (in thousands): 2019 2018 2017 Current: Federal $ 48 $ 402 $ 521 State 80 246 110 Foreign 2,041 2,009 460 2,169 2,657 1,091 Deferred: Federal ( 850 ) ( 2,188 ) ( 714 ) State ( 131 ) ( 154 ) 70 Foreign ( 1,264 ) ( 3,866 ) ( 590 ) ( 2,245 ) ( 6,208 ) ( 1,234 ) Income tax benefit $ ( 76 ) $ ( 3,551 ) $ ( 143 ) Our income tax benefit in 2019, 2018, and 2017 included our federal, state, and foreign tax obligations. Our effective income tax rate was a tax benefit of 5 %, 56 %, and 4 % for the years ended December 31, 2019, 2018, and 2017, respectively. Our income tax rate for the year ended December 31, 2019 was primary affected by excess tax benefits on stock compensation, the research and development tax credit, and releases of uncertain tax position liabilities . These tax benefits were partially offset by nondeductible executive compensation, intercompany interest expense disallowance, and nondeductible meals and entertainment expenses. Our income tax rate for the year ended December 31, 2018 was primarily affected by excess tax benefits on stock compensation, the research and development tax credit and non-includable income related to the On-X settlement which increased our benefit. These tax benefits were offset by changes in valuation allowances on future tax benefits, and nondeductible meals and entertainment expenses. Our income tax rate for the year ended December 31, 2017 was primarily affected by excess tax benefits on stock compensation and the research and development tax credit, offset by nondeductible transaction costs related to the JOTEC Acquisition and nondeductible meals and entertainment expenses. The income tax benefit amounts differ from the amounts computed by applying the U.S. federal statutory income tax rate of 21 % for the years ended December 31, 2019 and 2018 and 34 % for the year ended December 31, 2017 to pretax income as a result of the following (in thousands): 2019 2018 2017 Tax expense (benefit) at statutory rate $ 345 $ ( 1,340 ) $ 1,211 Increase (reduction) in income taxes resulting from: Nondeductible executive compensation 778 320 145 Foreign income taxes 425 ( 250 ) 364 Foreign deferred items 365 -- -- Net operating losses 355 -- -- Foreign interest disallowance 292 -- -- Nondeductible entertainment expenses 201 206 258 Valuation allowance change 153 719 54 Prior year provision to return adjustments 43 -- -- State income taxes, net of federal benefit ( 108 ) ( 8 ) 212 Impact of Tax Cuts and Jobs Act ( 155 ) ( 238 ) ( 255 ) Unrealized income on investments ( 203 ) ( 337 ) ( 163 ) Net change in uncertain tax positions ( 360 ) ( 154 ) ( 67 ) Research and development credit ( 400 ) ( 557 ) ( 525 ) Equity compensation ( 1,921 ) ( 2,081 ) ( 2,664 ) Nondeductible transaction costs -- -- 1,676 Federal tax rate differential -- -- ( 100 ) Foreign tax credit -- -- ( 133 ) Domestic production activities deduction -- -- ( 174 ) Other 114 169 18 Total income tax benefit $ ( 76 ) $ ( 3,551 ) $ ( 143 ) Tax Cuts and Jobs Act of 2017 On December 22, 2017 the United States enacted tax reform legislation known as the H.R. 1, commonly referred to as the “Tax Cuts and Jobs Act” (the “Tax Act”), resulting in significant modifications to existing law. As of December 31, 2017 we remeasured certain deferred tax assets and liabilities based on the rates at which they were expected to reverse in the future (which was generally from 35% to 21%), which resulted in a nominal provisional amount for 2017. Upon further analysis of certain aspects of the Tax Act and refinement of our calculations during the year ended December 31, 2018, we made immaterial adjustments to our provisional estimate in accordance with SEC Staff Accounting Bulletin 118, which are included as a component of income tax expense from continuing operations. We elected to account for the global intangible low-taxed income (“GILTI”) tax in the period in which it is incurred, and therefore, have not provided any deferred tax impacts of GILTI in its consolidated financial statements for the years ended December 31, 2019 and 2018. For the years ending December 31, 2019 and 2018 our GILTI inclusion was nominal. The Tax Act also created a new provision, foreign derived intangible income (“FDII”), whereby certain sales made from the U.S. to overseas markets are taxed at a lower U.S. rate. We are favorably impacted by the new FDII provision and as of December 31, 2019 and 2018 our FDII deduction was $ 737,000 and $ 525,000 , respectively. We are also affected by the new interest deductibility rule under the Tax Act. This rule disallows interest expense to the extent it exceeds 30 % of adjusted taxable income. For the year ending December 31, 2019 and 2018 our interest deduction was limited to $ 10.5 million and $ 6.6 million, respectively. The excess interest not deducted in 2019 and 2018 of $ 2.4 million and $ 17.7 million, respectively, can be carried forward indefinitely for use in future years. Deferred Taxes We generate deferred tax assets primarily as a result of net operating losses, excess interest carryforward, accrued compensation, stock compensation, and capital leases. Our deferred tax liabilities are primarily made up of intangible assets acquired in previous years. The tax effects of temporary differences which give rise to deferred tax assets and liabilities at December 31 are as follows (in thousands): 2019 2018 Deferred tax assets: Loss carryforwards $ 7,030 $ 8,266 Finance and operating leases 7,497 1,824 Excess interest carryforward 4,544 4,786 Stock compensation 2,153 2,138 Accrued expenses 1,890 2,723 Deferred compensation 1,107 778 Property 1,147 -- Credit carryforwards 710 939 UNICAP 425 404 Inventory and deferred preservation costs write-downs 299 289 Tax benefit of tax reserves 52 217 Other 1,659 310 Less valuation allowance ( 3,218 ) ( 3,372 ) Total deferred tax assets 25,295 19,302 2019 2018 Deferred tax liabilities: Intangible assets ( 35,555 ) ( 38,414 ) Finance and operating leases ( 7,048 ) -- Debt costs ( 1,917 ) ( 2,331 ) Property ( 28 ) ( 1,060 ) Prepaid items ( 494 ) ( 477 ) Other ( 616 ) ( 176 ) Total deferred tax liabilities ( 45,658 ) ( 42,458 ) Total net deferred tax liabilities $ ( 20,363 ) $ ( 23,156 ) As of December 31, 2019 we maintained a total of $ 3.2 million in valuation allowances against deferred tax assets, related primarily to state and foreign net operating loss carryforwards, and a net deferred tax liability of $ 20.4 million. As of December 31, 2018 we maintained a total of $ 3.4 million in valuation allowances against deferred tax assets, related primarily to state and foreign net operating loss carryforwards, and a net deferred tax liability of $ 23.2 million. As of December 31, 2019 we had approximately $ 2.7 million tax-effected federal net operating loss carryforwards related to the acquisitions of Cardiogenesis and Hemosphere that we anticipate fully utilizing before expiration, $ 2.8 million of tax-effected state net operating loss carryforwards, that will begin to expire in 2022 , approximately $ 1.6 million of foreign net operating loss carryforwards that will begin to expire in 2024 , $ 631,000 in research and development tax credit carryforwards that begin to expire in 2026 , and $ 128,000 in credits from the state of Texas that expire in 2027 . Reinvestment of Unremitted Earnings We intend to reinvest substantially all of the unremitted earnings of our non-U.S. subsidiaries to fund working capital, strategic investments, and debt repayment and postpone their remittance indefinitely. Accordingly, no provision for state and local taxes or foreign withholding taxes was recorded on these unremitted earnings in the accompanying Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company is permanently reinvested with respect to the outside basis differences in its non-U.S. subsidiaries with the exception of one of its German subsidiaries. The Company has recorded approximately $ 35,000 of a deferred tax liability for the tax effects of this outside basis difference in its Consolidated Statements of Operations and Comprehensive (Loss) Income . Uncertain Tax Positions A reconciliation of the beginning and ending balances of our uncertain tax position liability, excluding interest and penalties, is as follows (in thousands): 2019 2018 2017 Beginning balance $ 3,889 $ 4,328 $ 3,390 Increases related to current year tax positions 691 368 143 Decreases due to the lapsing of statutes of limitations ( 880 ) ( 467 ) ( 254 ) Decreases related to prior year tax positions ( 154 ) -- ( 106 ) (Decreases) increases for foreign exchange differences ( 22 ) 16 -- (Decreases) increases related to prior year tax positions ( 1 ) 249 1,155 Decreases related to settlements -- ( 605 ) -- Ending balance $ 3,523 $ 3,889 $ 4,328 A reconciliation of the beginning and ending balances of our liability for interest and penalties on uncertain tax positions is as follows (in thousands): 2019 2018 2017 Beginning balance $ 402 $ 315 $ 208 Accrual of interest and penalties 227 161 169 Decreases related to prior year tax positions ( 195 ) ( 74 ) ( 62 ) Ending balance $ 434 $ 402 $ 315 As of December 31, 2019 our uncertain tax liability of $ 4.0 million, including interest and penalties, was recorded as a reduction to deferred tax assets of $ 300,000 , and a non-current liability of $ 3.7 million on our Consolidated Balance Sheets, all of which, except for the portion related to interest and penalties, is expected to impact our tax rate when recognized. The uncertain tax position decrease related to prior year tax positions is primarily due to the lapse of the statute of limitations in various jurisdictions. As of December 31, 2018 our total uncertain tax liability, including interest and penalties of $ 4.3 million, was recorded as a reduction to deferred tax assets of $ 286,000 and as a non-current liability of $ 4.0 million on our Consolidated Balance Sheets. We believe it is reasonably possible that approximately $ 1.0 million of our uncertain tax liability will be recognized in 2020 due to the lapsing of various federal and state and foreign statutes of limitations, of which substantially all would affect the tax rate. Other Our tax years 2016 and forward generally remain open to examination by the major taxing jurisdictions to which we are subject. However, certain returns from years prior to 2016, in which net operating losses and tax credits have arisen, are still open for examination by the tax authorities. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 9. Leases We sublease, on an operating lease basis, two unused office space facilities near our corporate office. Total annual rental income for these facilities is approximately $ 905,000 . Supplemental consolidated balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): Operating leases: December 31, 2019 Operating lease right-of-use assets $ 27,007 Accumulated amortization ( 5,013 ) Operating lease right-of-use assets, net $ 21,994 Current maturities of operating leases $ 5,487 Non-current maturities of operating lease 17,918 Total operating lease liabilities $ 23,405 Finance leases: Property and equipment, at cost $ 7,161 Accumulated amortization ( 1,279 ) Property and equipment, net $ 5,882 Current maturities of finance leases $ 597 Non-current maturities of finance leases 5,415 Total finance lease liabilities $ 6,012 Weighted average remaining lease term (in years): Operating leases 5.5 Finance leases 10.6 Weighted average discount rate: Operating leases 5.4 % Finance leases 2.0 % Assets recorded as finance leases as of December 31, 2018 are as follows (in thousands): Gross Carrying Accumulated Net Book Value Amortization Value Equipment $ 1,066 $ 375 $ 691 Leasehold improvements 6,608 507 6,101 Total $ 7,674 $ 882 $ 6,792 A summary of lease expenses for our finance and operating leases included in General, Administrative, and Marketing Expenses on our Consolidated Statements of Operations and Comprehensive (Loss) Income are as follows (in thousands): 2019 Amortization of property and equipment $ 771 Interest expense on finance leases 124 Total finance lease expense 895 Operating lease expense a 6,624 Sublease income ( 905 ) Total lease expense $ 6,614 _____________________ a Total rental expense for operating leases was $ 6.4 million in 2018 and $ 4.9 million in 2017. A summary of our supplemental cash flow information is as follows (in thousands): Cash paid for amounts included in the measurement of lease liabilities: 2019 Operating cash flows for finance leases $ 124 Operating cash flows for operating leases 6,827 Financing cash flows for finance leases 728 Future minimum lease payments and sublease rental income are as follows (in thousands): Finance Operating Sublease Leases Leases Income 2020 $ 712 $ 6,585 $ 905 2021 658 6,280 905 2022 613 3,809 306 2023 612 2,584 -- 2024 610 2,570 -- Thereafter 3,467 5,027 -- Total minimum lease payments $ 6,672 $ 26,855 $ 2,116 Less amount representing interest 660 3,450 Present value of net minimum lease payments 6,012 23,405 Less current maturities 597 5,487 Finance lease obligations, less current maturities $ 5,415 $ 17,918 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt [Abstract] | |
Debt | 10. Debt Credit Agreement On December 1, 2017 we entered into a credit and guaranty agreement for a new $ 255.0 million senior secured credit facility, consisting of a $ 225.0 million secured term loan facility (the “Term Loan Facility”) and a $ 30.0 million secured revolving credit facility (“the Revolving Credit Facility” a nd, together with the Term Loan Facility, the “Credit Agreement”). We and each of our existing domestic subsidiaries (subject to certain exceptions and exclusions) guarantee the obligations under the Credit Agreement (the “Guarantors”). The Credit Agreement is secured by a security interest in substantially all existing and after-acquired real and personal property (subject to certain exceptions and exclusions) of us and the Guarantors. On December 1, 2017 we borrowed the entire $ 225.0 million Term Loan Facility . The proceeds of the Term Loan Facility were used along with cash on hand and shares of CryoLife common stock to (i) fund the previously announced JOTEC Acquisition, (ii) pay certain fees and expenses related to the JOTEC Acquisition and the Credit Agreement and (iii) pay the outstanding balance of our existing credit facility under the Amended Debt Agreement. The Revolving Credit Facility is undrawn following the JOTEC Acquisition and may be used for working capital, capital expenditures, acquisitions permitted under the Credit Agreement, and other general corporate purposes pursuant to the terms of the Credit Agreement. Loans under the Term Loan Facility are repayable on a quarterly basis according to the amortization provisions set forth in the Credit Agreement. We have the right to prepay loans under the Credit Agreement in whole or in part at any time. Amounts repaid in respect of loans under the Term Loan Facility may not be reborrowed. Amounts repaid in respect of loans under the Revolving Credit Facility may be reborrowed. All outstanding principal and interest in respect of (i) the Term Loan Facility must be repaid on or before December 1, 2024 and (ii) the Revolving Credit Facility must be repaid on or before December 1, 2022 . In October 2018 we finalized an amendment to the Credit Agreement to reprice, resulting in a reduction in the interest rate margins over base rates on the Term Loan Facility. The loans under the Term Loan Facility bear interest, at our option, at a floating annual rate equal to either, the base rate plus a margin of 2.25 %, or LIBOR plus a margin of 3.25 %. Prior to the repricing, the optional floating annual rate was equal to either, the base rate plus a margin of 3.00 %, or LIBOR plus a margin of 4.00 %. The loans under the Revolving Credit Facility bear interest, at our option, at a floating annual rate equal to either the base rate plus a margin of between 3.00 % and 3.25 %, depending on our consolidated leverage ratio, or LIBOR plus a margin of between 4.00 % and 4.25 %, depending on our consolidated leverage ratio. While a payment or bankruptcy event of default exists, we are obligated to pay a per annum default rate of interest of 2.00 % in excess of the interest rate otherwise payable with respect to the overdue principal amount of any loans outstanding and overdue interest payments and other overdue fees and amounts. As of December 31, 2019 the aggregate interest rate was 5.19 %. We were obligated to pay an unused commitment fee equal to 0.50 % of the un-utilized portion of the revolving loans. In addition, we are also obligated to pay other customary fees for a credit facility of this size and type. The Credit Agreement contains certain customary affirmative and negative covenants, including covenants that limit our ability, and the ability of our subsidiaries to, among other things, grant liens, incur debt, dispose of assets, make loans and investments, make acquisitions, make certain restricted payments, merge or consolidate, change their business or accounting or reporting practices, in each case subject to customary exceptions for a credit facility of this size and type. In addition, with respect to the Revolving Credit Facility, when the principal amount of loans outstanding thereunder is in excess of 25 % of the Revolving Credit Facility, the Credit Agreement requires us to comply with a specified maximum first lien net leverage ratio. The Credit Agreement prohibits the payment of certain restricted payments, including cash dividends. The Credit Agreement includes certain customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, breach of covenants, cross-default to certain material indebtedness, bankruptcy and insolvency and change of control. Upon the occurrence and during the continuance of an event of default, the lenders may declare all outstanding principal and accrued but unpaid interest under the Credit Agreement immediately due and payable and may exercise the other rights and remedies provided under the Credit Agreement and related loan documents. Government Supported Bank Debt In June 2015, JOTEC GmbH obtained two loans of Sparkasse Zollernalb, which are government sponsored by the Kreditanstalt für Wiederaufbau Bank (KFW). Both KFW loans have a term of nine years and the interest rates are 2.45 % and 1.4 %. The short-term and long-term balances of our term loans are as follows (in thousands): As of December 31, 2019 2018 Term loan balance $ 220,500 $ 222,750 2.45% Sparkasse Zollernalb (KFW Loan 1) 1,061 1,318 1.40% Sparkasse Zollernalb (KFW Loan 2) 1,615 1,885 Total loan Balance 223,176 225,953 Less unamortized loan origination costs ( 7,441 ) ( 9,072 ) Total borrowed 215,735 216,881 Less short-term loan balance ( 1,164 ) ( 1,160 ) Long-term loan balance $ 214,571 $ 215,721 At December 31, 2019 the aggregate maturities of long-term debt for the next five years is as follows (in thousands): 2020 2021 2022 2023 2024 Thereafter Total Maturities $ 2,780 $ 2,780 $ 2,780 $ 2,780 $ 211,843 $ 213 $ 223,176 Our aggregate maturity schedule is subject to change due to a provision within the Credit Agreement that requires us to make annual prepayments based on an excess cash flow calculation. Interest Total interest expense was $ 14.9 million, $ 15.8 million, and $ 4.9 million in 2019, 2018, and 2017, respectively. Interest expense includes interest on debt and uncertain tax positions in all periods. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 11. Commitments and Contingencies Liability Claims At December 31, 2019 and 2018 our unreported loss liability was $ 1.9 million and $ 1.7 million, respectively. As of December 31, 2019 and 2018, the related insurance recoverable amounts were $ 935,000 and $ 693,000 , respectively. We accrue our estimate of unreported product and tissue processing liability claims as other long - term liabilities and record the related recoverable insurance amounts as other long - term assets. Further analysis indicated that the liability as of December 31, 2019 could be estimated to be as high as $ 3.7 million, after including a reasonable margin for statistical fluctuations calculated based on actuarial simulation techniques. Employment Agreements In July 2014 our Board of Directors appointed Mr. James P. Mackin as President and Chief Executive Officer (“CEO”), and we and Mr. Mackin entered into an employment agreement, which became effective September 2, 2014. The employment agreement has an initial three-year term. Beginning on the second anniversary of the effective date, and subject to earlier termination pursuant to the agreement, the employment term will, on a daily basis, automatically extend by one day. The agreement provides for a severance payment, which would become payable upon the occurrence of certain employment termination events, including termination by us without cause. PerClot Technology On September 28, 2010 we entered into a worldwide distribution agreement (the “Distribution Agreement”) and a license and manufacturing agreement (the “License Agreement”) with Starch Medical, Inc. (“ SMI”), for PerClot, a polysaccharide hemostatic agent used in surgery. The Distribution Agreement has a term of 15 years, but we can terminate it for any reason before the expiration date by providing 180 days’ notice. The Distribution Agreement also contains minimum purchase requirements that expire upon the termination of the Distribution Agreement or following U.S. regulatory approval for PerClot. Separate and apart from the terms of the Distribution Agreement, pursuant to the License Agreement, as amended by a September 2, 2011 technology transfer agreement, we can manufacture and sell PerClot, assuming appropriate regulatory approvals, in the U.S. and certain other jurisdictions and may be required to pay royalties to SMI at certain rates on net revenues of products. We paid $ 500,000 to SMI in January 2015 related to the achievement of a contingent milestone. We may make additional contingent payments to SMI of up to $ 1.0 million if certain U.S. regulatory and certain commercial milestones are achieved. We are conducting our pivotal clinical trial to gain approval to commercialize PerClot for surgical indications in the U.S. Enrollment was completed in January 2019. We anticipate Premarket Approval (“PMA”) submission to the U.S. Food and Drug Administration (“FDA”) during the second half of 2020. As of December 31, 2019 we had $ 1.5 million in prepaid royalties, $ 2.0 million in net intangible assets, and $ 1.3 million in property and equipment, net on our Consolidated Balance Sheets related to the PerClot product line. If we do not ultimately pursue or receive FDA approval to commercialize PerClot in the U.S., these assets could be materially impaired in future periods. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | 12. Shareholders’ Equity In December 2017 we issued 2,682,754 shares of CryoLife common stock, as part of the consideration for the JOTEC Acquisition. The stock had a value of $ 53.1 million as determined on the date of the closing. See Note 3 for further discussion of the JOTEC Acquisition. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | 13. Employee Benefit Plans 401(k) Plan We have a 401(k) savings plan (“401(k) Plan”) providing retirement benefits to all employees who have completed at least three months of service. We made matching contributions of 100 % of each participant's contribution for up to 3.5 % of each participant’s salary in 2019 and 3 % in 2018 and 2017. Our contributions approximated $ 1.6 million, $ 1.4 million, and $ 1.4 million for the years ended 2019, 2018, and 2017 , respectively. We may make discretionary contributions to the 401(k) Plan; however, no discretionary contributions were made in any of the past three years. Deferred Compensation Plan On January 1, 2011 we initiated a nonqualified Deferred Compensation Plan (“Deferred Plan”). The Deferred Plan allows certain of our employees to defer receipt of a portion of their salary and cash bonus. The Deferred Plan provides for tax-deferred growth of deferred compensation. Pursuant to the terms of the Deferred Plan, we agree to return the deferred amounts plus gains and losses, based on investment fund options chosen by each respective participant, to the plan participants upon distribution. All deferred amounts and deemed earnings thereon are vested at all times. We have no current plans to match any contributions. Amounts owed to plan participants are unsecured obligations of the Company. We have established a rabbi trust in which it will make contributions to fund our obligations under the Deferred Plan. Pursuant to the terms of the trust, we will be required to make contributions each year to fully match our obligations under the Deferred Plan. The trust’s funds are primarily invested in Company Owned Life Insurance (“COLI”), and we plan to hold the policies until the deaths of the insured. Our deferred compensation liabilities are recorded as a component of other current liabilities or long-term deferred compensation liabilities, as appropriate, based on anticipated distribution dates. The cash surrender value of COLI is recorded in other long-term assets. Changes in the value of participant accounts and changes in the cash surrender value of COLI are recorded as part of our operating expenses and are subject to our normal allocation of expenses to inventory and deferred preservation costs. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2019 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 14. Revenue Recognition Sources of Revenue We have identified the following revenues disaggregated by revenue source: Domestic Hospitals – direct sales of products and preservation services. International Hospitals – direct sales of products and preservation services. International Distributors – generally these contracts specify a geographic area that the distributor will service, terms and conditions of the relationship, and purchase targets for the next calendar year. CardioGenesis Cardiac Laser Console Trials and Sales – CardioGenesis cardiac trialed laser consoles are delivered under separate agreements. For the years ended December 31, 2019, 2018, and 2017 the sources of revenue were as follows (in thousands): 2019 2018 2017 Domestic hospitals $ 144,538 $ 138,432 $ 128,240 International hospitals 85,241 81,203 23,791 International distributors 40,427 36,989 30,805 CardioGenesis cardiac laser therapy 6,016 6,217 6,866 Total sources of revenue $ 276,222 $ 262,841 $ 189,702 Also see segment and geographic disclosure in Note 18 below. Contract Balances We may generate contract assets during the pre-delivery design and manufacturing stage of E-xtra DESIGN ENGINEERING product order fulfillment. We assess the balance related to any arrangements in process and determine if the enforceable right to payment creates a material contract asset requiring disclosure. No material arrangements in process existed as of December 31, 2019 and 2018. We also incur contract obligations on general customer purchase orders that have been accepted but unfulfilled. Due to the short duration of time between order acceptance and delivery of the related product or service, we have determined that the balance related to these contract obligations is generally immaterial at any point in time. We monitor the value of orders accepted but unfulfilled at the close of each reporting period to determine if disclosure is appropriate. The value of orders accepted but unfulfilled as of December 31, 2019 and 2018 were not material. |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Stock Compensation [Abstract] | |
Stock Compensation | 15. Stock Compensation Overview We are currently authorized to grant and have available for grant the following number of shares under our stock plans as of December 31, 2019 and 2018: Authorized Available for Grant Plan Shares 2019 2018 1996 Discounted Employee Stock Purchase Plan, as amended 1,900,000 234,000 295,000 2009 Equity and Cash Incentive Plan 9,000,000 2,100,000 958,000 Total 10,900,000 2,334,000 1,253,000 During 2019 the Company amended the 2009 Equity and Cash Incentive Plan to increase the authorized shares under the plan by 1.9 million shares. Upon the exercise of stock options or grants of RSAs, PSAs, RSUs, or PSUs, we may issue the required shares out of authorized but unissued common stock or out of treasury stock, at our discretion. Stock Awards In 2019 the Compensation Committee of our Board of Directors (the “Committee”) authorized awards from approved stock incentive plans of RSAs to non-employee directors, RSUs to certain employees, and RSAs and PSUs to certain Company officers, which, counting PSUs at target levels, together totaled 507,000 shares and had an aggregate grant date market value of $ 15.0 million. Two types of PSUs were granted in 2019, an annual grant with a one-year performance period (“Annual PSU”) and a special Long-Term Incentive Program PSU grant (“LTIP”), which has multiple performance periods over a five-year period. If the highest performance threshold is met, the Annual PSU granted in 2019 represents the right to receive up to 150 % of the target number of shares of common stock. The performance component of the Annual PSU awards granted in 2019 is based on attaining specified levels of adjusted earnings before interest, taxes, depreciation, and amortization, (“EBITDA”), as defined in the Annual PSU grant documents, for the 2019 calendar year. The Annual PSU granted in 2019 earned approximately 83 % of the target number of shares. If the highest performance thresholds are met, the PSUs granted in 2019 under the LTIP represent the right to receive up to 288 %, and up to 192 % for a certain key executive, of the target number of shares of common stock. The performance component of the LTIP awards granted in 2019 is based on attaining specified levels of adjusted revenue growth and gross margin, as defined in the LTIP grant document, for the years 2019 through 2023. The first performance period under the LTIP will not conclude until December 31, 2021. In 2018 the Committee authorized awards from approved stock incentive plans of RSAs to non-employee Directors, RSUs to certain employees, and RSAs and PSUs to certain Company officers, which, counting PSUs at target levels, together totaled 328,000 shares of common stock and had an aggregate grant date market value of $ 7.5 million. The performance component of PSU awards granted in 2018 was based on attaining specified levels of adjusted EBITDA, as defined in the PSU grant documents, for the 2018 calendar year. The PSUs granted in 2018 earned approximately 80 % of the target number of shares. In 2017 the Committee authorized awards from approved stock incentive plans of RSAs to non-employee Directors, RSUs to certain employees, and RSAs, PSAs, and PSUs to certain Company officers, which, counting PSUs at target levels, together totaled 426,000 shares of common stock and had an aggregate grant date market value of $ 7.1 million. The performance component of PSU awards granted in 2017 was based on attaining specified levels of adjusted EBITDA, adjusted inventory levels, and adjusted trade accounts receivable days’ sales outstanding, each as defined in the PSU grant documents, for the 2017 calendar year. The PSUs granted in 2017 earned approximately 92 % of the target number of shares. A summary of stock grant activity for the years ended December 31, 2019, 2018, and 2017 for RSAs, PSAs, RSUs, and PSUs, based on the target number of shares, is as follows: Weighted Average Grant Date RSAs Shares Fair Value Unvested at December 31, 2016 392,000 $ 10.64 Granted 138,000 17.00 Vested ( 129,000 ) 10.84 Forfeited ( 18,000 ) 11.78 Unvested at December 31, 2017 383,000 12.81 Granted 128,000 23.83 Vested ( 136,000 ) 12.96 Forfeited ( 49,000 ) 12.07 Unvested at December 31, 2018 326,000 17.19 Granted 93,000 29.77 Vested ( 149,000 ) 14.45 Forfeited ( 27,000 ) 20.53 Unvested at December 31, 2019 243,000 23.30 Weighted Average Grant Date PSAs Shares Fair Value Unvested at December 31, 2016 250,000 $ 10.18 Granted -- -- Vested ( 250,000 ) 10.18 Forfeited -- -- Unvested at December 31, 2017 -- -- Granted -- -- Vested -- -- Forfeited -- -- Unvested at December 31, 2018 - -- Granted -- -- Vested -- -- Forfeited -- -- Unvested at December 31, 2019 - -- Weighted Average Remaining Aggregate Contractual Intrinsic RSUs Shares Term in years Value Unvested at December 31, 2016 178,000 1.24 $ 3,405,000 Granted 196,000 Vested ( 64,000 ) Forfeited ( 24,000 ) Unvested at December 31, 2017 286,000 1.26 5,477,000 Granted 115,000 Vested ( 99,000 ) Forfeited ( 51,000 ) Unvested at December 31, 2018 251,000 1.05 7,123,000 Granted 103,000 Vested ( 101,000 ) Forfeited ( 27,000 ) Unvested at December 31, 2019 226,000 0.93 6,131,000 Vested and expected to vest 226,000 0.93 $ 6,131,000 Weighted Average Remaining Aggregate Contractual Intrinsic PSUs Shares Term in years Value Unvested at December 31, 2016 188,000 0.77 $ 3,603,000 Granted 126,000 Vested ( 128,000 ) Forfeited ( 17,000 ) Unvested at December 31, 2017 169,000 0.71 3,236,000 Granted 104,000 Vested ( 109,000 ) Forfeited ( 17,000 ) Unvested at December 31, 2018 147,000 0.72 4,179,000 Granted 322,000 Vested ( 87,000 ) Forfeited ( 35,000 ) Unvested at December 31, 2019 347,000 2.33 9,400,000 Vested and expected to vest 347,000 2.33 $ 9,400,000 During the years ended December 31, 2019, 2018, and 2017 the total fair value of $ 9.8 million, $ 7.3 million, and $ 11.1 million, respectively, in combined RSAs, PSAs, RSUs, and PSUs vested. Stock Options The Compensation Committee of our Board of Directors authorized grants of stock options from approved stock incentive plans to certain Company officers and employees totaling 169,000 , 219,000 , and 260,000 shares in 2019, 2018, and 2017, respectively, with exercise prices equal to the stock prices on the respective grant dates. A summary of our stock option activity for the years ended December 31, 2019, 2018, and 2017 is as follows: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Shares Exercise Price Term in years Value Outstanding at December 31, 2016 1,911,000 $ 8.59 3.55 $ 20,179,000 Granted 260,000 16.30 Exercised ( 394,000 ) 6.30 Forfeited ( 31,000 ) 12.47 Expired ( 5,000 ) 7.01 Outstanding at December 31, 2017 1,741,000 10.19 3.64 15,598,000 Granted 219,000 21.55 Exercised ( 578,000 ) 7.59 Forfeited ( 49,000 ) 14.10 Expired -- -- Outstanding at December 31, 2018 1,333,000 13.04 3.93 20,439,000 Granted 169,000 29.62 Exercised ( 334,000 ) 9.87 Forfeited ( 39,000 ) 22.64 Expired -- -- Outstanding at December 31, 2019 1,129,000 16.14 3.67 12,763,000 Vested and expected to vest 1,129,000 $ 16.14 3.67 $ 12,763,000 Exercisable at December 31, 2019 782,000 $ 12.55 2.89 $ 11,371,000 Other information concerning stock options for the years ended December 31 is as follows: 2019 2018 2017 Weighted-average fair value of options granted $ 11.47 $ 8.38 $ 5.97 Intrinsic value of options exercised 6,519,000 9,961,000 4,748,000 Employees purchased common stock totaling 61,000 , 83,000 , and 93,000 shares in 2019, 2018, and 2017, respectively, through our ESPP. Stock Compensation Expense The following weighted - average assumptions were used to determine the fair value of options: 2019 2018 2017 Stock ESPP Stock ESPP Stock ESPP Options Options Options Options Options Options Expected life of options 5.00 Years 0.50 Years 5.00 Years 0.50 Years 4.75 Years 0.50 Years Expected stock price volatility 0.40 0.39 0.40 0.34 0.40 0.39 Risk-free interest rate 2.54 % 2.35 % 2.64 % 1.73 % 1.87 % 0.85 % The following table summarizes stock compensation expense (in thousands): 2019 2018 2017 RSA, PSA, RSU, and PSU expense $ 7,451 $ 5,076 $ 5,335 Stock option and ESPP option expense 1,960 1,732 1,978 Total stock compensation expense $ 9,411 $ 6,808 $ 7,313 Included in the total stock compensation expense, as applicable in each period, were expenses related to RSAs, PSAs, RSUs, PSUs, and stock options issued in each respective year, as well as those issued in prior periods that continue to vest during the period, and compensation related to our ESPP. These amounts were recorded as stock compensation expense and were subject to or normal allocation of expenses to inventory costs and deferred preservation costs. We capitalized $ 612,000 , $ 484,000 , and $ 394,000 in the years ended December 31, 2019, 2018, and 2017, respectively, of the stock compensation expense into our inventory costs and deferred preservation costs. As of December 31, 2019 we had total unrecognized compensation costs of $ 11.9 million related to RSAs, RSUs, and PSUs and $ 2.0 million related to unvested stock options. As of December 31, 2019 this expense is expected to be recognized over a weighted-average period of 1.5 years for RSUs, 1.4 years for stock options, 1.0 years for RSAs, and 2.3 years for PSUs. |
Income (Loss) Per Common Share
Income (Loss) Per Common Share | 12 Months Ended |
Dec. 31, 2019 | |
Income (Loss) Per Common Share [Abstract] | |
Income (Loss) Per Common Share | 16. Income (Loss) Per Common Share The following table sets forth the computation of basic and diluted (loss) income per common share (in thousands, except per share data): Basic income (loss) per common share 2019 2018 2017 Net income (loss) $ 1,720 $ ( 2,840 ) $ 3,704 Net (income) loss allocated to participating securities ( 12 ) 27 ( 63 ) Net income (loss) allocated to common shareholders $ 1,708 $ ( 2,813 ) $ 3,641 Basic weighted-average common shares outstanding 37,118 36,412 33,008 Basic income (loss) per common share $ 0.05 $ ( 0.08 ) $ 0.11 Diluted income (loss) per common share 2019 2018 2017 Net income (loss) $ 1,720 $ ( 2,840 ) $ 3,704 Net (income) loss allocated to participating securities ( 12 ) 27 ( 61 ) Net income (loss) allocated to common shareholders $ 1,708 $ ( 2,813 ) $ 3,643 Basic weighted-average common shares outstanding 37,118 36,412 33,008 Effect of dilutive options and awards a 742 - 1,155 Diluted weighted-average common shares outstanding 37,860 36,412 34,163 Diluted income (loss) per common share $ 0.05 $ ( 0.08 ) $ 0.11 _____________________ a We excluded stock options from the calculation of diluted weighted-average common shares outstanding if the per share value, including the sum of (i) the exercise price of the options and (ii) the amount of the compensation cost attributed to future services and not yet recognized, was greater than the average market price of the shares, because the inclusion of these stock options would be antidilutive to (loss) income per common share. For the year ended December 31, 2018 all stock options and awards were excluded from the calculation of weighted-average common shares outstanding as these would be antidilutive to the net loss. For the years ended December 31, 2019 and 2017 stock options to purchase 131,000 and 227,000 shares, respectively, were excluded from the calculation of diluted weighted-average common shares outstanding. |
Transactions With Related Parti
Transactions With Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Transactions With Related Parties [Abstract] | |
Transactions With Related Parties | 17. Transactions with Related Parties A member of our Board of Directors and a shareholder of the Company, who retired from the Board of Directors during 2018, was the former Chief of Thoracic Surgery of a university hospital that generated product and preservation services revenues of $ 499,000 , $ 443,000 , and $ 133,000 for us in 2019, 2018, and 2017, respectively. Additionally, the son of this former member of our Board of Directors received a retainer for performing heart and lung transplants from a medical center that generated product and preservation services revenues of $ 1.1 million, $ 745,000 , and $ 793,000 for us in 2019, 2018, and 2017, respectively. A member of our Board of Directors and a shareholder of the Company, who joined our Board of Directors during 2018, is the CEO of a hospital that generated product and preservation services revenues of $ 341,000 and $ 296,000 in 2019 and 2018, respectively. |
Segment And Geographic Informat
Segment And Geographic Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment And Geographic Information [Abstract] | |
Segment And Geographic Information | 18 . Segment and Geographic Information We have two reportable segments organized according to our products and services: Medical Devices and Preservation Services. The Medical Devices segment includes external revenues from product sales of BioGlue, JOTEC products, On-X products, CardioGenesis cardiac laser therapy, PerClot and PhotoFix. The Preservation Services segment includes external services revenues from the preservation of cardiac and vascular tissues. There are no intersegment revenues. The primary measure of segment performance, as viewed by our management, is segment gross margin, or net external revenues less cost of products and preservation services. We do not segregate assets by segment; therefore, asset information is excluded from the segment disclosures below. The following table summarizes revenues, cost of products and preservation services, and gross margins for our operating segments (in thousands): 2019 2018 2017 Revenues: Medical devices $ 197,246 $ 187,394 $ 119,631 Preservation services 78,976 75,447 70,071 Total revenues 276,222 262,841 189,702 Cost of products and preservation services: Medical devices 55,022 53,772 29,798 Preservation services 38,187 36,085 31,262 Total cost of products and preservation services 93,209 89,857 61,060 Gross margin: Medical devices 142,224 133,622 89,833 Preservation services 40,789 39,362 38,809 Total gross margin $ 183,013 $ 172,984 $ 128,642 Net revenues by product for the years ended December 31, 2019, 2018, and 2017 were as follows (in thousands): 2019 2018 2017 Products: BioGlue $ 68,611 $ 66,660 $ 65,939 JOTEC 64,974 63,341 4,136 On-X 50,096 44,832 37,041 CardioGenesis cardiac laser therapy 6,016 6,217 6,866 PerClot 3,795 3,767 3,533 PhotoFix 3,754 2,577 2,116 Total products 197,246 187,394 119,631 Preservation services: Cardiac tissue 40,879 35,683 32,510 Vascular tissue 38,097 39,764 37,561 Total preservation services 78,976 75,447 70,071 Total revenues $ 276,222 $ 262,841 $ 189,702 Net revenues by geographic location attributed to countries based on the location of the customer for the years ended December 31, 2019, 2018, and 2017 were as follows (in thousands): 2019 2018 2017 U.S. $ 150,553 $ 144,651 $ 135,102 International 125,669 118,190 54,600 Total revenues $ 276,222 $ 262,841 $ 189,702 For the years ended December 31, 2019 and 2018, revenues attributed to customers in Germany accounted for 10% of total revenues as a result of the acquisition of JOTEC in December 2017. During December 31, 2017 revenues attributed to customers in any individual country outside the U.S. were 10% or less of total revenues. At December 31, 2019 and 2018, 57 % of our long - lived assets were held in the U.S., where the corporate headquarters and a portion of our manufacturing facilities are located. Our long-lived international assets were $ 14.1 million as of December 31, 2019, of which 97 % were located in Hechingen, Germany. Our long-lived international assets were $ 13.1 million as of December 31, 2018, of which 98 % were located in Hechingen, Germany. At December 31, 2019 and 2018, $ 186.7 million and $ 188.8 million, respectively, of our goodwill was allocated entirely to our Medical Devices segment. |
Selected Quarterly Financial In
Selected Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Selected Quarterly Financial Information (Unaudited) [Abstract] | |
Selected Quarterly Financial Information (Unaudited) | SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (in thousands, except per share data) First Second Third Fourth Quarter Quarter Quarter Quarter REVENUE: 2019 $ 67,505 $ 71,139 $ 67,881 $ 69,697 2018 61,948 68,496 64,598 67,799 2017 45,059 47,818 43,999 52,826 * GROSS MARGIN: 2019 $ 44,273 $ 46,966 $ 45,222 $ 46,552 2018 39,228 45,851 42,714 45,191 2017 29,512 32,905 29,862 36,363 * NET (LOSS) INCOME: 2019 $ ( 297 ) $ 2,832 $ ( 134 ) $ ( 681 ) 2018 ( 3,855 ) 226 1,565 ( 776 ) 2017 2,223 3,163 1,325 ( 3,007 ) * (LOSS) INCOME PER COMMON SHARE—DILUTED: 2019 $ ( 0.01 ) $ 0.07 $ 0.00 $ ( 0.02 ) 2018 ( 0.11 ) 0.01 0.04 ( 0.02 ) 2017 0.06 0.09 0.04 ( 0.09 ) * _____________________ * In December 2017 we completed our acquisition of JOTEC, which is operated as a wholly-owned subsidiary of CryoLife. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Abstract] | |
Nature Of Business | Nature of Business CryoLife, Inc. (“CryoLife,” the “Company,” “we,” or “us”) is a leader in the manufacturing, processing, and distribution of medical devices and implantable human tissues used in cardiac and vascular surgical procedures for patients with aortic disease. We have four major product families: BioGlue ® Surgical Adhesive (“BioGlue”) products, JOTEC GmbH (“JOTEC”) stent grafts and surgical products, On-X mechanical heart valves and surgical products, and implantable cardiac and vascular human tissues. In addition to these four major product families, we sell or distribute PhotoFix TM bovine surgical patch, PerClot ® hemostatic powder, NEXUS TM endovascular stent graft system, and CardioGenesis cardiac laser therapy. |
Basis Of Presentatin And Principles Of Consolidation | Basis of Presentation and Principles of Consolidation We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior-year amounts have been reclassified to conform to the current year presentation. |
Translation Of Foreign Currencies | Translation of Foreign Currencies Our revenues and expenses transacted in foreign currencies are translated as they occur at exchange rates in effect at the time of each transaction. Realized and unrealized gains and losses on foreign currency transactions are recorded as a component of other expense (income), net on our Consolidated Statements of Operations and Comprehensive (Loss) Income. Realized and unrealized gains and losses were a loss of $ 1.2 million, a loss of $ 2.6 million, and a gain of $ 257,000 for the years ended December 31, 2019, 2018, and 2017, respectively. Losses incurred during 2019 were primarily related to cross currency intercompany receivables and payables resulting from large inventory transfers during 2019, impacted by fluctuations in the Euro relative to other currencies. Our assets and liabilities denominated in foreign currencies are translated at the exchange rate in effect as of the balance sheet date and are recorded as a separate component of accumulated other comprehensive (loss) income in the shareholders' equity section of our Consolidated Balance Sheets. |
Use Of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Estimates and assumptions are used when accounting for allowance for doubtful accounts, inventory, deferred preservation costs, acquired assets or businesses, intangible assets, deferred income taxes, commitments and contingencies (including product and tissue processing liability claims, claims incurred but not reported, and amounts recoverable from insurance companies), stock based compensation, certain accrued liabilities (including accrued procurement fees, income taxes, and financial instruments), and other items as appropriate. |
Revenue Recognition | Revenue Recognition Contracts with Customers We adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers effective January 1, 2018 using the modified retrospective method applied to those contracts which were not substantially completed as of January 1, 2018 . These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenues for 2019 and 2018 are reported under ASC 606, while 2017 amounts are not adjusted and continue to be reported under ASC 605, Revenue Recognition . We routinely enter into contracts with customers that include general commercial terms and conditions, notification requirements for price increases, shipping terms and, in most cases, prices for the products and services that we offer. These agreements, however, do not obligate us to provide goods or services to the customer, and there is no consideration promised to us at the onset of these arrangements. For customers without separate agreements, we have a standard list price established by geography and by currency for all products and services, and our invoices contain standard terms and conditions that are applicable to those customers where a separate agreement is not controlling. Our performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and we accept the order. We identify performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. We generally recognize revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time we have an unconditional right to receive payment. Our prices are fixed and are not affected by contingent events that could impact the transaction price. We do not offer price concessions and do not accept payment that is less than the price stated when we accept the purchase order, except in rare credit related circumstances. We do not have any material performance obligations where we are acting as an agent for another entity. Revenues for products, including: BioGlue, On-X products, JOTEC products, PerClot, PhotoFix and other medical devices, are typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenues from consignment are recognized when the medical device is implanted. We recognize revenues for preservation services when tissue is shipped to the customer. Our E-xtra DESIGN ENGINEERING products are specifically designed to meet specifications of a particular patient, and therefore, do not create an asset with an alternative use. We evaluate open orders for these products each reporting period, and when material, we recognize the revenue and related contract asset based on the amount of payment we believe we are entitled to at that time. In certain limited circumstances, CardioGenesis cardiac laser consoles are provided to a customer for their use without transfer of title for evaluation purposes. We have determined that a portion of the revenue for the handpieces purchased during these evaluations constitutes revenues associated with the use of the laser console, however, these are immaterial to reported revenues. Warranty Our general product warranties do not extend beyond an assurance that the products or services delivered will be consistent with stated specifications and do not include separate performance obligations. Warranties included with our CardioGenesis cardiac laser products provide for annual maintenance services, which are priced separately and are recognized as revenues at the stand-alone price over the service period, whether invoiced separately or recognized based on our allocation of the transaction price. Significant Judgments in the Application of the Guidance in ASC 606 There are no significant judgments associated with the satisfaction of our performance obligations. We generally satisfy performance obligations upon shipment of the product or service to the customer. This is consistent with the time in which the customer obtains control of the product or service. Performance obligations are also generally settled quickly after the purchase order acceptance, other than as identified for the E-xtra DESIGN ENGINEERING product, therefore, the value of unsatisfied performance obligations at the end of any reporting period is immaterial. For performance obligations provided through our E-xtra DESIGN ENGINEERING product line, we determine the value of our enforceable right to payment based on the time required and costs incurred for design services and manufacture of the in-process device in relation to the total inputs required to complete the device. We consider variable consideration in establishing the transaction price. Forms of variable consideration potentially applicable to our arrangements include sales returns, rebates, volume-based bonuses, and prompt pay discounts. We use historical information along with an analysis of the expected value to properly calculate and to consider the need to constrain estimates of variable consideration. Such amounts are included as a reduction to revenue from the sale of products and services in the periods in which the related revenue is recognized and adjusted in future periods as necessary. Commissions and Contract Costs Sales commissions are earned upon completion of each performance obligation, and therefore, are expensed when incurred. These costs are included in general, administrative, and marketing expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income. We generally do not incur incremental charges associated with securing agreements with customers which would require capitalization and recovery over the life of the agreement. Practical Expedients Our payment terms for sales direct to customers are substantially less than the one-year collection period that falls within the practical expedient in the determination of whether a significant financing component exists. Shipping and Handling Charges Fees charged to customers for shipping and handling of products and tissues are included in product and preservation service revenues. The costs for shipping and handling of products and tissues are included as a component of cost of products and cost of preservation services. Taxes Collected from Customers Taxes collected on the value of transaction revenue are excluded from product and service revenues and cost of sales and are accrued in current liabilities until remitted to governmental authorities . |
Advertising Costs | Advertising Costs The costs to develop, produce, and communicate our advertising are expensed as incurred and are classified as general, administrative, and marketing expenses. We record the cost to print or copy certain sales materials as a prepaid expense and amortize these costs as an advertising expense over the period they are expected to be used, typically six months to one year . The total amount of advertising expense included in our Consolidated Statements of Operations and Comprehensive (Loss) Income was $ 1.7 million, $ 732,000 , and $ 606,000 for the years ended December 31, 2019, 2018, and 2017, respectively. |
Stock-Based Compensation | Stock - Based Compensation We have stock option and stock incentive plans for employees and non-employee directors that provide for grants of restricted stock awards (“RSA”s), performance stock awards (“PSA”s), restricted stock units (“RSU”s), performance stock units (“PSU”s), and options to purchase shares of our common stock at exercise prices generally equal to the fair values of such stock at the dates of grant. We also maintain a shareholder approved Employee Stock Purchase Plan (the “ESPP”) for the benefit of our employees. The ESPP allows eligible employees the right to purchase common stock on a regular basis at the lower of 85 % of the market price at the beginning or end of each offering period. The RSAs, PSAs, RSUs, PSUs, and stock options granted by us typically vest over a one to three-year period. The stock options granted by us typically expire within seven years of the grant date. We value our RSAs, PSAs, RSUs, and PSUs based on the stock price on the date of grant. We expense the related compensation cost of RSAs, PSAs, and RSUs using the straight-line method over the vesting period. We expense the related compensation cost of PSUs based on the number of shares expected to be issued, if achievement of the performance component is probable, using a straight-line method over each vesting tranche of the award which results in accelerated recognition of expenses. The amount of compensation costs expensed related to PSUs is adjusted as needed if we deem that achievement of the performance component is no longer probable or if our expectation of the number of shares to be issued changes. We use a Black-Scholes model to value our stock option grants and expense the related compensation cost using the straight-line method over the vesting period. The fair value of our ESPP options is also determined using a Black-Scholes model and is expensed over the vesting period. The fair value of stock options and ESPP options is determined on the grant date using assumptions for the expected term, volatility, dividend yield, and the risk-free interest rate. The expected term is primarily based on the contractual term of the option and our data related to historic exercise and post-vesting forfeiture patterns, which is adjusted based on our expectations of future results. Our anticipated volatility level is primarily based on the historic volatility of our common stock, adjusted to remove the effects of certain periods of unusual volatility not expected to recur, and adjusted based on our expectations of future volatility, for the life of the option or option group. Our model was updated to include a zero-dividend yield assumption when our quarterly dividends were discontinued after the fourth quarter of 2015, and we do not anticipate paying dividends in the future. The risk-free interest rate is based on recent U.S. Treasury note auction results with a similar life to that of the option. Our model does not include a discount for post-vesting restrictions, as we have not issued awards with such restrictions. The period expense for our stock compensation is determined based on the valuations discussed above and forfeitures are accounted for in the period awards are forfeited. Change in Accounting for Employee Share-Based Payments As of January 1, 2017 we made an entity-wide accounting policy election in accordance with Accounting Standards Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”) to change our accounting policy to account for stock compensation forfeitures in the period awards are forfeited rather than estimating the effect of forfeitures. We elected to make this accounting policy change to simplify the accounting for share-based compensation and believe this method provides a more accurate reflection of periodic share-based compensation cost from the grant date forward. We used the modified retrospective transition method to record a net $ 238,000 cumulative-effect adjustment decrease to retained earnings for the accounting policy change, which included a $ 379,000 increase to additional paid-in capital and a $ 141,000 increase in deferred tax assets. Additionally, as of January 1, 2017 and in accordance with the guidance in ASU 2016-09, we made a change to account for excess tax benefits and deficiencies resulting from the settlement or vesting of share-based awards in income tax expense in our Consolidated Statement of Operations and Comprehensive (Loss) Income instead of accounting for these effects through additional paid in-capital on our Consolidated Balance Sheets. We applied this amendment prospectively and prior periods have not been adjusted. |
Income Per Common Share | Income Per Common Share Income per common share is computed using the two-class method, which requires us to include unvested RSAs and PSAs that contain non-forfeitable rights to dividends (whether paid or unpaid) as participating securities in the income per common share calculation. Under the two-class method, net income is allocated to the weighted-average number of common shares outstanding during the period and the weighted-average participating securities outstanding during the period. The portion of net income that is allocated to the participating securities is excluded from basic and dilutive net income per common share. Diluted net income per share is computed using the weighted-average number of common shares outstanding plus the dilutive effects of outstanding stock options and awards and other dilutive instruments as appropriate. |
Dividends | Dividends Payment of dividends was discontinued in the fourth quarter of 2015. We did no t pay dividends in 2019, 2018 or 2017 and do not currently anticipate paying out dividends in the next year. |
Financial Instruments | Financial Instruments Our financial instruments include cash equivalents, restricted securities, accounts receivable, notes receivable, accounts payable, and debt obligations. We typically value financial assets and liabilities at their carrying values, such as receivables, and accounts payable due to their short-term duration, and debt obligations as they contain variable interest rates that approximate market values. Other financial instruments are recorded as discussed in the sections below. |
Fair Value Measurements | Fair Value Measurements We record certain financial instruments at fair value on a recurring basis, including cash equivalents and certain restricted securities. We may make an irrevocable election to measure other financial instruments at fair value on an instrument-by-instrument basis. Fair value financial instruments are recorded in accordance with the fair value measurement framework. We also measure certain assets at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as certain financial assets, long - lived assets, and non-amortizing intangible assets for impairment, allocating value to assets in an acquired asset group and applying accounting for business combinations. We use the fair value measurement framework to value these assets and report these fair values in the periods in which they are recorded or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to our unobservable estimates and assumptions. Our assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. We may also engage external advisors to assist in determining fair value, as appropriate. Although we believe that the recorded fair values of our financial instruments are appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. |
Cash And Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist primarily of highly liquid investments with maturity dates of three months or less at the time of acquisition. The carrying value of cash equivalents approximates fair value. We maintain depository accounts with certain financial institutions. Although these depository accounts may exceed government insured depository limits, we have evaluated the credit worthiness of these applicable financial institutions and determined the risk of material financial loss due to the exposure of such credit risk to be minimal. |
Cash Flow Supplemental Disclosures | Cash Flow Supplemental Disclosures Supplemental disclosures of cash flow information for the years ended December 31 (in thousands): 2019 2018 2017 Cash paid during the year for: Interest $ 13,297 $ 15,005 $ 2,561 Income taxes 1,944 1,699 3,358 Non-cash investing and financing activities: Issuance of common stock for acquisition of JOTEC intangible assets $ -- $ -- $ 53,119 |
Accounts Receivable And Allowance For Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Our accounts receivable are primarily from hospitals and distributors that either use or distribute our products and tissues. We assess the likelihood of collection based on a number of factors, including past transaction history and the credit worthiness of the customer, as well as the potential increased risks related to international customers and large distributors. We determine the allowance for doubtful accounts based upon specific reserves for known collection issues, as well as a non-specific reserve based upon aging buckets. We charge off uncollectable amounts against the reserve in the period in which we determine they are uncollectible. Our accounts receivable balances are reported net of allowance for doubtful accounts of $ 966,000 and $ 533,000 as of December 31, 2019 and 2018, respectively. |
Inventories | Inventories Inventories are comprised of finished goods for our major product lines including: BioGlue; JOTEC products; On-X products; CardioGenesis cardiac laser therapy laser consoles, handpieces, and accessories; PerClot; PhotoFix; other medical devices; work-in-process; and raw materials. Inventories for finished goods are valued at the lower of cost or market on a first - in, first - out basis and raw materials are valued on a moving average cost basis. Typically, upon shipment, or upon implant of a medical device on consignment, revenue is recognized, and the related inventory costs are expensed as cost of products. Cost of products also includes, as applicable, lower of cost or market write-downs and impairments for products not deemed to be recoverable and, as incurred, idle facility expense, excessive spoilage, extra freight, and re-handling costs. Inventory costs for manufactured products consist primarily of direct labor and materials (including salary and fringe benefits, raw materials, and supplies) and indirect costs (including allocations of costs from departments that support manufacturing activities and facility allocations). The allocation of fixed production overhead costs is based on actual production levels, to the extent that they are within the range of the facility’s normal capacity. Inventory costs for products purchased for resale or manufactured under contract consist primarily of the purchase cost, freight-in charges, and indirect costs as appropriate. We regularly evaluate our inventory to determine if the costs are appropriately recorded at the lower of cost or market value. We also evaluate our inventory for costs not deemed to be recoverable, including inventory not expected to ship prior to its expiration. Lower of cost or market value write-downs are recorded if the book value exceeds the estimated net realizable value of the inventory, based on recent sales prices at the time of the evaluation. Impairment write-downs are recorded based on the book value of inventory deemed to be impaired. Actual results may differ from these estimates. Write-downs of inventory are expensed as cost of products, and these write-downs are permanent impairments that create a new cost basis, which cannot be restored to its previous levels if our estimates change. We recorded write-downs to our inventory totaling $ 601,000 , $ 212,000 , and $ 1.2 million for the years ended December 31, 2019, 2018, and 2017, respectively. The 2019 write-down is primarily related to PerClot inventory not expected to ship prior to the expiration date . The 2018 write-down is primarily related to On-X ascending aortic prosthesis (“AAP”) inventory not expected to ship prior to the expiration date and the disposal of obsolete surgical sealant product packaging materials. The 2017 write-down is primarily related to AAP inventory not expected to ship prior to the expiration date. |
Deferred Preservation Costs | Deferred Preservation Costs Deferred preservation costs include costs of cardiac and vascular tissues available for shipment, tissues currently in active processing, and tissues held in quarantine pending release to implantable status. By federal law, human tissues cannot be bought or sold; therefore, the tissues we preserve are not held as inventory. The costs we incur to procure and process cardiac and vascular tissues are instead accumulated and deferred. Deferred preservation costs are stated at the lower of cost or market value on a first - in, first - out basis and are deferred until revenue is recognized. Upon shipment of tissue to an implanting facility, revenue is recognized, and the related deferred preservation costs are expensed as cost of preservation services. Cost of preservation services also includes, as applicable, lower of cost or market write-downs and impairments for tissues not deemed to be recoverable, and includes, as incurred, idle facility expense, excessive spoilage, extra freight, and re-handling costs. The calculation of deferred preservation costs involves judgment and complexity and uses the same principles as inventory costing. Donated human tissue is procured from deceased human donors by organ and tissue procurement organizations (“OPOs”) and tissue banks, that consign the tissue to us for processing, preservation, and distribution. Deferred preservation costs consist primarily of the procurement fees charged by the OPOs and tissue banks, direct labor and materials (including salary and fringe benefits, laboratory supplies and expenses, and freight - in charges), and indirect costs (including allocations of costs from support departments and facility allocations). Fixed production overhead costs are allocated based on actual tissue processing levels, to the extent that they are within the range of the facility’s normal capacity. These costs are then allocated among the tissues processed during the period based on cost drivers, such as the number of donors or number of tissues processed. We apply a yield estimate to all tissues in process and in quarantine to estimate the portion of tissues that will ultimately become implantable. We estimate quarantine and in process yields based on our experience and reevaluate these estimates periodically. Actual yields could differ significantly from our estimates, which could result in a change in tissues available for shipment and could increase or decrease the balance of deferred preservation costs. These changes could result in additional cost of preservation services expense or could increase per tissue preservation costs, which would impact gross margins on tissue preservation services in future periods. We regularly evaluate our deferred preservation costs to determine if the costs are appropriately recorded at the lower of cost or market value. We also evaluate our deferred preservation costs for costs not deemed to be recoverable, including tissues not expected to ship prior to the expiration date of their packaging. Lower of cost or market value write-downs are recorded if the tissue processing costs incurred exceed the estimated market value of the tissue services, based on recent average service fees at the time of the evaluation. Impairment write-downs are recorded based on the book value of tissues deemed to be impaired. Actual results may differ from these estimates. Write-downs of deferred preservation costs are expensed as cost of preservation services, and these write-downs are permanent impairments that create a new cost basis, which cannot be restored to its previous levels if our estimates change. We recorded write-downs to our deferred preservation costs totaling $ 787,000 , $ 437,000 , and $ 922,000 for the years ended December 31, 2019, 2018, and 2017, respectively, due primarily to tissues not expected to ship prior to the expiration date of the packaging. |
Property And Equipment | Property and Equipment Property and equipment is stated at cost. Depreciation is provided over the estimated useful lives of the assets, generally three to ten years , on a straight - line basis. Leasehold improvements are amortized on a straight - line basis over the remaining lease term at the time the assets are capitalized or the estimated useful lives of the assets, whichever is shorter. Depreciation expense for the years ended December 31 is as follows (in thousands): 2019 2018 2017 Depreciation expense $ 7,467 $ 7,303 $ 4,648 |
Goodwill And Other Intangible Assets | Goodwill and Other Intangible Assets Our intangible assets consist of goodwill, acquired technology, customer lists and relationships, patents, trademarks, and other intangible assets, as discussed in Note 7. Our goodwill is attributable to a segment or segments of our business, as appropriate, as the related acquired business that generated the goodwill is integrated into our operations. Upon divestiture of a component of our business, the goodwill related to the operating segment is allocated to the divested business using the relative fair value allocation method. Our definite lived intangible assets consist of acquired technologies, customer lists and relationships, distribution and manufacturing rights and know-how, patents, and other intangible assets. We amortize our definite lived intangible assets over their expected useful lives using the straight-line method, which we believe approximates the period of economic benefits of the related assets. Our indefinite lived intangible assets do not amortize but are instead subject to periodic impairment testing as discussed in “Impairments of Long-Lived Assets and Non-Amortizing Intangible Assets” below. |
Impairments Of Long-Lived Assets And Non-Amortizing Intangible Assets | Impairments of Long - Lived Assets and Non-Amortizing Intangible Assets We assess the potential impairment of our property and equipment and amortizing intangible long-lived assets to be held and used whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include, but are not limited to, the following: Significant underperformance relative to expected historical or projected future operating results; Significant negative industry or economic trends; Significant decline in our stock price for a sustained period; or Significant decline in our market capitalization relative to net book value. If we determine that an impairment review is necessary, we will evaluate the assets or asset groups by comparing their carrying values to the sum of the undiscounted future cash flows expected to result from their use and eventual disposition. If the carrying values exceed the future cash flows, then the asset or asset group is considered impaired, and we will write down the value of the asset or asset group. For the years ended December 31, 2019, 2018, and 2017 we did not experience any factors that indicated that an impairment review of our long-lived assets was warranted. We evaluate our goodwill and other non-amortizing intangible assets for impairment on an annual basis as of October 31 and, if necessary, during interim periods if factors indicate that an impairment review is warranted. As of October 31, 2019 and 2018, our non-amortizing intangible assets consisted of goodwill, in-process research and development, acquired procurement contracts and agreements, and trademarks. We performed an analysis of our non-amortizing intangible assets as of October 31, 2019 and 2018 and determined that the fair value of the assets and the fair value of the reporting unit exceeded their associated carrying values and were, therefore, not impaired. We will continue to evaluate the recoverability of these non-amortizing intangible assets. |
Accrued Procurement Fees | Accrued Procurement Fees Donated tissue is procured from deceased human donors by OPOs and tissue banks, which consign the tissue to us for processing, preservation, and distribution. We reimburse the OPOs and tissue banks for their costs to recover the tissue and include these costs as part of deferred preservation costs, as discussed above. We accrue estimated procurement fees due to the OPOs and tissue banks at the time tissues are received based on contractual agreements between us and the OPOs and tissue banks. |
Leases | Leases We have operating and finance lease obligations resulting from the lease of land and buildings that comprise our corporate headquarters and various manufacturing facilities; leases related to additional manufacturing, office, and warehouse space; leases on Company vehicles; and leases on a variety of office and other equipment, as discussed in Note 9. Certain of our leases contain escalation clauses, rent concessions, and renewal options for additional periods. In February 2016 the FASB amended its ASC and created a new Topic 842, Leases. The final guidance requires lessees to recognize a right-of-use asset and a lease liability for all long-term leases at the commencement date and recognize expenses on their statements of income similar to the former Topic 840, Leases. We adopted ASC 842, Leases effective January 1, 2019 using the modified retrospective approach, which allows application of the standard at the adoption date rather than at the beginning of the earliest comparative period presented. Therefore, no changes have been made to the 2018 or 2017 financial statements. The adoption of this standard resulted in the recognition of operating lease liability with a net present value of $ 22.7 million, and corresponding right-of-use assets obtained in the same amount, at January 1, 2019. The leases recognized were calculated using a weighted average discount rate of 5.5 % and a weighted average remaining lease term of six years . In addition, deferred rent obligations of approximately $ 2.4 million recognized under prior lease rules were offset against the corresponding right-of-use asset and will be reflected in amortization over the remaining life of the lease. Our leases had remaining lease terms of one year up to 11 years, some of which had options to extend the leases for up to 29 years and one lease contained a termination option with a two year notice requirement. The adoption of the new leasing standard had no significant impact on covenants or other provisions of our current term and revolver loan facility agreements. We exercised judgment in the adoption of the new leasing standard, including the determination of whether a financial arrangement includes a lease and in determining the appropriate discount rates to be applied to leases based on our general collateralized credit standing and the geographical market considerations impacting lease rates across all locations. When available, we used the implicit discount rate in the lease contract to discount lease payments to present value. If an implicit discount rate was not available in the lease contract, we used our incremental borrowing rate. We elected the package of practical expedients permitted under the transition guidance of the new leasing standard which includes a provision that allows us to carry forward the historical lease classification of identified leasing arrangements and not reassess (i) classification for any existing leases, (ii) whether any expired or existing agreements are or contain a lease, or (iii) whether any initial direct costs qualified for capitalization. We have also elected the practical expedients that allow us to omit leases with initial terms of 12 months or less from our balance sheet, which are expensed on a straight-line basis over the life of the lease. We have elected not to separate lease and non-lease components for future leases. Our operating and finance lease liabilities result from the lease of land and buildings that comprise our corporate headquarters, various manufacturing facilities and related space, leases on company vehicles, and leases on a variety of office and other equipment. Our leases do not include terms or conditions which would result in variable lease payments other than for small office equipment leases with an additional charge for volume of usage. These incremental payments are excluded from our calculation of lease liability and the related right-of-use asset. We do not include option terms in the determination of lease liabilities and the related right-of-use assets unless we determine at lease commencement that the exercise of the option is reasonably certain. Our leases do not contain residual value guarantee provisions or other restrictions or financial covenant provisions. On March 8, 2019 we executed a modification to extend the lease of our On-X manufacturing facilities. This modification resulted in an increase in the net present value and corresponding right-of-use asset of $ 3.7 million, using a discount rate of 5.83 %. We have not executed any material lease arrangements which have not commenced. We do not have any related party leasing arrangements. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs related to our term loan and line of credit are capitalized and reported net of the current and long-term debt or as a prepaid asset when there are no outstanding borrowings. If there is unamortized debt issuance costs related to our line of credit but only borrowings on the term loan, these debt issuance costs will be combined with the debt issuance costs related to the term loan and reported net of the current and long-term debt for the term loan. We amortize debt issuance costs to interest expense on our term loan using the effective interest method over the life of the debt agreement. We amortize debt issuance costs to interest expense on our line of credit on a straight-line basis over the life of the debt agreement. |
Liability Claims | Liability Claims In the normal course of business, we are made aware of adverse events involving our products and tissues. Future adverse events could ultimately give rise to a lawsuit against us, and liability claims may be asserted against us in the future based on past events that we are not aware of at the present time. We maintain claims - made insurance policies to mitigate our financial exposure to product and tissue processing liability claims. Claims - made insurance policies generally cover only those asserted claims and incidents that are reported to the insurance carrier while the policy is in effect. Thus, a claims - made policy does not generally represent a transfer of risk for claims and incidents that have been incurred but not reported to the insurance carrier during the policy period. Any punitive damage components of claims are uninsured. We engage external advisors to assist us in estimating our liability and any related amount recoverable under our insurance policies as of each balance sheet date. We use a frequency - severity approach to estimate our unreported product and tissue processing liability claims, whereby projected losses are calculated by multiplying the estimated number of claims by the estimated average cost per claim. The estimated claims are determined based on the reported claim development method and the Bornhuetter - Ferguson method using a blend of our historical claim experience and industry data. The estimated cost per claim is calculated using a lognormal claims model blending our historical average cost per claim with industry claims data. We use a number of assumptions in order to estimate the unreported loss liability including: the future claim reporting time lag, the frequency of reported claims, the average cost per claim, and the maximum liability per claim. We believe that the assumptions we use provide a reasonable basis for our calculation. However, the accuracy of the estimates is limited by various factors, including, but not limited to, our specific conditions, uncertainties surrounding the assumptions used, and the scarcity of industry data directly relevant to our business activities. Due to these factors, actual results may differ significantly from our assumptions and from the amounts accrued. We accrue our estimate of unreported product and tissue processing liability claims as a component of other long - term liabilities and record the related recoverable insurance amounts as a component of other long - term assets. The amounts recorded represent our estimate of the probable losses and anticipated recoveries for unreported claims related to products sold and services performed prior to the balance sheet date. |
Legal Contingencies | Legal Contingencies We accrue losses from a legal contingency when the loss is both probable and reasonably estimable. The accuracy of our estimates of losses for legal contingencies is limited by uncertainties surrounding litigation. Therefore, actual results may differ significantly from the amounts accrued, if any. We accrue for legal contingencies as a component of accrued expenses and/or other long - term liabilities. Gains from legal contingencies are recorded when the contingency is resolved. |
Legal Fees | Legal Fees We expense the costs of legal services, including legal services related to product and tissue processing liability claims and legal contingencies, as they are incurred. Reimbursement of legal fees by an insurance company or other third party is recorded as a reduction to legal expense. |
Uncertain Tax Positions | Uncertain Tax Positions We periodically assess our uncertain tax positions and recognize tax benefits if they are “more-likely-than-not” to be upheld upon review by the appropriate taxing authority. We measure the tax benefit by determining the maximum amount that has a “greater than 50 percent likelihood” of ultimately being realized. We reverse previously accrued liabilities for uncertain tax positions when audits are concluded, statutes expire, administrative practices dictate that a liability is no longer warranted, or in other circumstances, as deemed necessary. These assessments can be complex, and we often obtain assistance from external advisors to make these assessments. We recognize interest and penalties related to uncertain tax positions in other expense (income), net on our Consolidated Statements of Operations and Comprehensive (Loss) Income. See Note 8 for further discussion of our liabilities for uncertain tax positions. |
Deferred Income Taxes | Deferred Income Taxes Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and tax return purposes. We periodically assess the recoverability of our deferred tax assets, as necessary, when we experience changes that could materially affect our determination of the recoverability of our deferred tax assets. We provide a valuation allowance against our deferred tax assets when, as a result of this analysis, we believe it is more likely than not that some portion or all of our deferred tax assets will not be realized. Assessing the recoverability of deferred tax assets involves judgment and complexity in conjunction with prudent and feasible tax planning. Estimates and judgments used in the determination of the need for a valuation allowance and in calculating the amount of a needed valuation allowance include, but are not limited to, the following: Projected future operating results; Anticipated future state tax apportionment; Timing and amounts of anticipated future taxable income; Timing of the anticipated reversal of book/tax temporary differences; Evaluation of statutory limits regarding usage of certain tax assets; and Evaluation of the statutory periods over which certain tax assets can be utilized. Significant changes in the factors above, or other factors, could affect our ability to use our deferred tax assets. Such changes could have a material, adverse impact on our profitability, financial position, and cash flows. We will continue to assess the recoverability of our deferred tax assets, as necessary, when we experience changes that could materially affect our prior determination of the recoverability of our deferred tax assets. We believe that the realizability of our acquired net operating loss carryforwards will be limited in future periods due to a change in control of our former subsidiaries Hemosphere, Inc. (“Hemosphere”) and Cardiogenesis Corporation (“Cardiogenesis”), as mandated by Section 382 of the Internal Revenue Code of 1986, as amended. We believe that our acquisitions of these companies each constituted a change in control as defined in Section 382 and that, prior to our acquisition, Hemosphere had experienced other equity ownership changes that should be considered such a change in control. We also acquired net operating loss carryforwards in certain foreign jurisdictions in our recent acquisition of JOTEC. We believe these loss carryforwards will be fully realizable. The deferred tax assets recorded on our Consolidated Balance Sheets exclude amounts that we expect will not be realizable due to changes in control. A portion of the acquired net operating loss carryforwards is related to state income taxes for which we believe it is more likely than not, that some will not be realized. Therefore, we recorded a valuation allowance against these state net operating loss carryforwards. |
Valuation Of Acquired Assets Or Businesses | Valuation of Acquired Assets or Businesses As part of our corporate strategy, we are seeking to identify and capitalize upon acquisition opportunities of complementary product lines and companies. We evaluate and account for acquired patents, licenses, distribution rights, and other tangible or intangible assets as the purchase of an asset or asset group, or as a business combination, as appropriate. The determination of whether the purchase of a group of assets should be accounted for as an asset group or as a business combination requires judgment based on the weight of available evidence. For the purchase of an asset group, we allocate the cost of the asset group, including transaction costs, to the individual assets purchased based on their relative estimated fair values. In-process research and development acquired as part of an asset group is expensed upon acquisition. We account for business combinations using the acquisition method. Under this method, the allocation of the purchase price is based on the fair value of the tangible and identifiable intangible assets acquired and the liabilities assumed as of the date of the acquisition. The excess of the purchase price over the estimated fair value of the tangible net assets and identifiable intangible assets is recorded as goodwill. The identifiable intangible assets typically consist of developed technology, trade names, customer relationships, and in-process research and development costs. Transaction costs related to business combinations are expensed as incurred. In-process research and development acquired as part of a business combination is accounted for as an indefinite-lived intangible asset until the related research and development project gains regulatory approval or is discontinued. We typically engage external advisors to assist us in determining the fair value of acquired asset groups or business combinations, using valuation methodologies such as: the excess earnings, the discounted cash flow, or the relief from royalty methods. The determination of fair value in accordance with the fair value measurement framework requires significant judgments and estimates, including, but not limited to: timing of product life cycles, estimates of future revenues, estimates of profitability for new or acquired products, cost estimates for new or changed manufacturing processes, estimates of the cost or timing of obtaining regulatory approvals, estimates of the success of competitive products, and discount rates and represent level 3 measurements. We, in consultation with our advisors, make these estimates based on our prior experiences and industry knowledge. We believe that our estimates are reasonable, but actual results could differ significantly from our estimates. A significant change in our estimates used to value acquired asset groups or business combinations could result in future write-downs of tangible or intangible assets acquired by us and, therefore, could materially impact our financial position and profitability. If the value of the liabilities assumed by us, including contingent liabilities, is determined to be significantly different from the amounts previously recorded in purchase accounting, we may need to record additional expenses or write-downs in future periods, which could materially impact our financial position and profitability. |
New Accounting Pronouncements | New Accounting Pronouncements Recently Adopted As of January 1, 2019 we adopted the Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”). The final guidance requires lessees to recognize a right-of-use asset and a lease liability for all leases (with the exception of short-term leases) at the commencement date and recognize expenses on their income statements similar to former Topic 840, Leases . We used the modified retrospective approach, which allows application of the standard at the adoption date rather than at the beginning of the earliest comparative period presented. The adoption of this standard resulted in the recognition of operating lease agreements with a net present value of $ 22.7 million and corresponding right-of-use assets obtained in the same amount at January 1, 2019. See Note 9 for further discussion of leases. As of January 1, 2018 we adopted ASU No. 2014-09, Revenue from Contracts with Customers and the additional related ASUs (“ASC 606”). These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. ASC 606 provides that we recognize revenue to depict the transfer of control of promised goods or services to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. We used the modified retrospective method applied to those contracts that were not substantially completed as of January 1, 2018 . As a result of the adoption, we recorded an immaterial adjustment to increase retained earnings to recognize the impact of contract assets under the new revenue recognition guidance. Adoption of ASC 606 did not have a material impact on our consolidated financial statements and is not expected to have a material impact in future periods. During our evaluation of the impact of adopting the new revenue standard, which included a detailed review of performance obligations for all material revenue streams, we identified two noteworthy items: Certain distributor agreements have historically included inventory buyback provisions under defined change of business conditions. Transactions under these terms would not qualify as a completed revenue transaction until sale through to the end customer, resulting in a revenue deferral until the proper criteria were satisfied. These agreements were modified or replaced to remove the buyback provisions effective on or before January 1, 2018 which eliminated any retrospective adjustment requirements. Certain JOTEC products discussed above are manufactured to order, have no alternative use, and contain an enforceable right to receive payment for the performance completed. These factors qualify the transactions for revenue recognition over time. Upon adoption of the new standard, we evaluated all appropriate contracts in progress to determine the value of unbilled revenues representing outstanding contract assets. We recorded an immaterial cumulative effect adjustment to recognize the impact of contract assets. See Note 14 for further discussion of revenue recognition. In August 2016 the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-18 is intended to address diversity in practice that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We adopted ASU 2016-18 as of January 1, 2018 and disclosure revisions have been made for the periods presented on the Consolidated Statement of Cash Flows. Not Yet Effective In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASC Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The purpose of Update No. 2016-13 is to replace the current incurred loss impairment methodology for financial assets measured at amortized cost with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information, including forecasted information, to develop credit loss estimates. Update No. 2016-13 is effective for annual periods beginning after December 15, 2019. We are currently evaluating the impact related to the adoption of ASU 2016-13 on its financial condition, profitability, and cash flows. |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Abstract] | |
Schedule Of Supplemental Disclosures Of Cash Flow Information | 2019 2018 2017 Cash paid during the year for: Interest $ 13,297 $ 15,005 $ 2,561 Income taxes 1,944 1,699 3,358 Non-cash investing and financing activities: Issuance of common stock for acquisition of JOTEC intangible assets $ -- $ -- $ 53,119 |
Schedule Of Depreciation Expense | 2019 2018 2017 Depreciation expense $ 7,467 $ 7,303 $ 4,648 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Financial Instruments [Abstract] | |
Summary Of Financial Instruments Measured At Fair Value | December 31, 2019 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 1,472 -- -- $ 1,472 Restricted securities: Money market funds 528 -- -- 528 Endospan Loan -- -- 358 358 Total assets $ 2,000 $ -- $ 358 $ 2,358 December 31, 2018 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds 1,445 -- -- 1,445 Restricted securities: Money market funds 747 -- -- 747 Total assets $ 2,192 $ -- $ -- $ 2,192 |
Reconciliation Of Changes In Fair Value Of Level 3 Liabilities | Endospan Loan Balance as of December 31, 2018 $ -- Initial value of Endospan Loan 358 Change in valuation of Endospan Loan -- Balance as of December 31, 2019 $ 358 |
Cash Equivalents And Restrict_2
Cash Equivalents And Restricted Cash And Securities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Cash Equivalents And Restricted Cash And Securities [Abstract] | |
Summary Of Cash Equivalents And Restricted Securities | Unrealized Estimated Holding Market December 31, 2019 Cost Basis Gains (Losses) Value Cash equivalents: Money market funds $ 1,472 -- $ 1,472 Restricted securities: Money market funds 528 -- 528 Unrealized Estimated Holding Market December 31, 2018 Cost Basis Gains (Losses) Value Cash equivalents: Money market funds $ 1,445 -- $ 1,445 Restricted securities: Money market funds 747 -- 747 |
Inventories And Deferred Pres_2
Inventories And Deferred Preservation Costs (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventories And Deferred Preservation Costs [Abstract] | |
Schedule Of Inventories | 2019 2018 Raw materials and supplies $ 21,180 $ 17,381 Work-in-process 5,127 3,858 Finished goods 26,764 24,239 Total inventories $ 53,071 $ 45,478 |
Schedule Of Deferred Preservation Costs | 2019 2018 Cardiac tissues $ 15,365 $ 15,972 Vascular tissues 17,186 17,202 Total deferred preservation costs $ 32,551 $ 33,174 |
Goodwill And Other Intangible_2
Goodwill And Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Other Intangible Assets [Abstract] | |
Schedule Of Carrying Values Of Indefinite Lived Intangible Assets | 2019 2018 Goodwill $ 186,697 $ 188,781 In-process R&D 2,190 9,382 Procurement contracts and agreements 2,013 2,013 Trademarks 844 844 |
Schedule Of Goodwill By Reportable Segment | 2019 2018 Balance as of January 1, $ 188,781 $ 188,305 Goodwill from JOTEC Acquisition -- 5,100 Revaluation of goodwill denominated in foreign currency ( 2,084 ) ( 4,624 ) Balance as of December 31, $ 186,697 $ 188,781 |
Schedule Of Gross Carrying Values, Accumulated Amortization, And Approximate Amortization Period Of Definite Lived Intangible Assets | Gross Carrying Accumulated Amortization December 31, 2019 Value Amortization Period Acquired technology $ 140,193 24,778 11 – 22 Years Customer lists and relationships 31,131 6,581 13 – 22 Years Distribution and manufacturing rights and know-how 13,826 3,005 5 – 15 Years Patents 3,664 3,074 17 Years Other 1,919 608 3 – 5 Years Gross Carrying Accumulated Amortization December 31, 2018 Value Amortization Period Acquired technology $ 134,999 16,815 11 – 22 Years Customer lists and relationships 31,169 5,068 13 – 22 Years Distribution and manufacturing rights and know-how 4,059 2,107 11 – 15 Years Patents 3,656 2,970 17 Years Other 1,154 235 3 – 5 Years |
Summary Of Amortization Expense | 2019 2018 2017 Amortization expense $ 10,850 $ 10,792 $ 5,085 |
Scheduled Amortization Of Intangible Assets For Next Five Years | 2020 2021 2022 2023 2024 Total Amortization expense $ 12,406 $ 12,383 $ 11,838 $ 11,499 $ 11,279 $ 59,405 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes [Abstract] | |
Schedule Of Income Before Income Taxes | 2019 2018 2017 Domestic $ 6,369 $ 4,560 $ 5,086 Foreign ( 4,725 ) ( 10,951 ) ( 1,525 ) Income (loss) before income taxes $ 1,644 $ ( 6,391 ) $ 3,561 |
Schedule Of Income Tax Expense | 2019 2018 2017 Current: Federal $ 48 $ 402 $ 521 State 80 246 110 Foreign 2,041 2,009 460 2,169 2,657 1,091 Deferred: Federal ( 850 ) ( 2,188 ) ( 714 ) State ( 131 ) ( 154 ) 70 Foreign ( 1,264 ) ( 3,866 ) ( 590 ) ( 2,245 ) ( 6,208 ) ( 1,234 ) Income tax benefit $ ( 76 ) $ ( 3,551 ) $ ( 143 ) |
Schedule Of Effective Income Tax Rate Reconciliation | 2019 2018 2017 Tax expense (benefit) at statutory rate $ 345 $ ( 1,340 ) $ 1,211 Increase (reduction) in income taxes resulting from: Nondeductible executive compensation 778 320 145 Foreign income taxes 425 ( 250 ) 364 Foreign deferred items 365 -- -- Net operating losses 355 -- -- Foreign interest disallowance 292 -- -- Nondeductible entertainment expenses 201 206 258 Valuation allowance change 153 719 54 Prior year provision to return adjustments 43 -- -- State income taxes, net of federal benefit ( 108 ) ( 8 ) 212 Impact of Tax Cuts and Jobs Act ( 155 ) ( 238 ) ( 255 ) Unrealized income on investments ( 203 ) ( 337 ) ( 163 ) Net change in uncertain tax positions ( 360 ) ( 154 ) ( 67 ) Research and development credit ( 400 ) ( 557 ) ( 525 ) Equity compensation ( 1,921 ) ( 2,081 ) ( 2,664 ) Nondeductible transaction costs -- -- 1,676 Federal tax rate differential -- -- ( 100 ) Foreign tax credit -- -- ( 133 ) Domestic production activities deduction -- -- ( 174 ) Other 114 169 18 Total income tax benefit $ ( 76 ) $ ( 3,551 ) $ ( 143 ) |
Schedule Of Deferred Tax Assets And Liabilities | 2019 2018 Deferred tax assets: Loss carryforwards $ 7,030 $ 8,266 Finance and operating leases 7,497 1,824 Excess interest carryforward 4,544 4,786 Stock compensation 2,153 2,138 Accrued expenses 1,890 2,723 Deferred compensation 1,107 778 Property 1,147 -- Credit carryforwards 710 939 UNICAP 425 404 Inventory and deferred preservation costs write-downs 299 289 Tax benefit of tax reserves 52 217 Other 1,659 310 Less valuation allowance ( 3,218 ) ( 3,372 ) Total deferred tax assets 25,295 19,302 2019 2018 Deferred tax liabilities: Intangible assets ( 35,555 ) ( 38,414 ) Finance and operating leases ( 7,048 ) -- Debt costs ( 1,917 ) ( 2,331 ) Property ( 28 ) ( 1,060 ) Prepaid items ( 494 ) ( 477 ) Other ( 616 ) ( 176 ) Total deferred tax liabilities ( 45,658 ) ( 42,458 ) Total net deferred tax liabilities $ ( 20,363 ) $ ( 23,156 ) |
Schedule Of Uncertain Tax Position Liability And Liability For Interest And Penalties On Uncertain Tax Positions | 2019 2018 2017 Beginning balance $ 3,889 $ 4,328 $ 3,390 Increases related to current year tax positions 691 368 143 Decreases due to the lapsing of statutes of limitations ( 880 ) ( 467 ) ( 254 ) Decreases related to prior year tax positions ( 154 ) -- ( 106 ) (Decreases) increases for foreign exchange differences ( 22 ) 16 -- (Decreases) increases related to prior year tax positions ( 1 ) 249 1,155 Decreases related to settlements -- ( 605 ) -- Ending balance $ 3,523 $ 3,889 $ 4,328 A reconciliation of the beginning and ending balances of our liability for interest and penalties on uncertain tax positions is as follows (in thousands): 2019 2018 2017 Beginning balance $ 402 $ 315 $ 208 Accrual of interest and penalties 227 161 169 Decreases related to prior year tax positions ( 195 ) ( 74 ) ( 62 ) Ending balance $ 434 $ 402 $ 315 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule Of Supplemental Balance Sheet Information Related To Leases | Operating leases: December 31, 2019 Operating lease right-of-use assets $ 27,007 Accumulated amortization ( 5,013 ) Operating lease right-of-use assets, net $ 21,994 Current maturities of operating leases $ 5,487 Non-current maturities of operating lease 17,918 Total operating lease liabilities $ 23,405 Finance leases: Property and equipment, at cost $ 7,161 Accumulated amortization ( 1,279 ) Property and equipment, net $ 5,882 Current maturities of finance leases $ 597 Non-current maturities of finance leases 5,415 Total finance lease liabilities $ 6,012 Weighted average remaining lease term (in years): Operating leases 5.5 Finance leases 10.6 Weighted average discount rate: Operating leases 5.4 % Finance leases 2.0 % |
Schedule Of Assets Acquired Under Finance Leases | Gross Carrying Accumulated Net Book Value Amortization Value Equipment $ 1,066 $ 375 $ 691 Leasehold improvements 6,608 507 6,101 Total $ 7,674 $ 882 $ 6,792 |
Summary Of Lease Costs | 2019 Amortization of property and equipment $ 771 Interest expense on finance leases 124 Total finance lease expense 895 Operating lease expense a 6,624 Sublease income ( 905 ) Total lease expense $ 6,614 |
Schedule Of Supplemental Cash Flow Information Related To Leases | Cash paid for amounts included in the measurement of lease liabilities: 2019 Operating cash flows for finance leases $ 124 Operating cash flows for operating leases 6,827 Financing cash flows for finance leases 728 |
Schedule Of Minimum Lease Payments For Finance, Operating, And Sublease Income Leases | Finance Operating Sublease Leases Leases Income 2020 $ 712 $ 6,585 $ 905 2021 658 6,280 905 2022 613 3,809 306 2023 612 2,584 -- 2024 610 2,570 -- Thereafter 3,467 5,027 -- Total minimum lease payments $ 6,672 $ 26,855 $ 2,116 Less amount representing interest 660 3,450 Present value of net minimum lease payments 6,012 23,405 Less current maturities 597 5,487 Finance lease obligations, less current maturities $ 5,415 $ 17,918 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt [Abstract] | |
Schedule Of Short-Term And Long-Term Balances Of Term Loan | As of December 31, 2019 2018 Term loan balance $ 220,500 $ 222,750 2.45% Sparkasse Zollernalb (KFW Loan 1) 1,061 1,318 1.40% Sparkasse Zollernalb (KFW Loan 2) 1,615 1,885 Total loan Balance 223,176 225,953 Less unamortized loan origination costs ( 7,441 ) ( 9,072 ) Total borrowed 215,735 216,881 Less short-term loan balance ( 1,164 ) ( 1,160 ) Long-term loan balance $ 214,571 $ 215,721 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue Recognition [Abstract] | |
Disaggregation Of Revenue | 2019 2018 2017 Domestic hospitals $ 144,538 $ 138,432 $ 128,240 International hospitals 85,241 81,203 23,791 International distributors 40,427 36,989 30,805 CardioGenesis cardiac laser therapy 6,016 6,217 6,866 Total sources of revenue $ 276,222 $ 262,841 $ 189,702 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stock Compensation [Abstract] | |
Schedule Of Shares Available For Grant | Authorized Available for Grant Plan Shares 2019 2018 1996 Discounted Employee Stock Purchase Plan, as amended 1,900,000 234,000 295,000 2009 Equity and Cash Incentive Plan 9,000,000 2,100,000 958,000 Total 10,900,000 2,334,000 1,253,000 |
Schedule Of Stock Grant Activity For RSAs | Weighted Average Grant Date RSAs Shares Fair Value Unvested at December 31, 2016 392,000 $ 10.64 Granted 138,000 17.00 Vested ( 129,000 ) 10.84 Forfeited ( 18,000 ) 11.78 Unvested at December 31, 2017 383,000 12.81 Granted 128,000 23.83 Vested ( 136,000 ) 12.96 Forfeited ( 49,000 ) 12.07 Unvested at December 31, 2018 326,000 17.19 Granted 93,000 29.77 Vested ( 149,000 ) 14.45 Forfeited ( 27,000 ) 20.53 Unvested at December 31, 2019 243,000 23.30 |
Schedule Of Stock Grant Activity For PSAs | Weighted Average Grant Date PSAs Shares Fair Value Unvested at December 31, 2016 250,000 $ 10.18 Granted -- -- Vested ( 250,000 ) 10.18 Forfeited -- -- Unvested at December 31, 2017 -- -- Granted -- -- Vested -- -- Forfeited -- -- Unvested at December 31, 2018 - -- Granted -- -- Vested -- -- Forfeited -- -- Unvested at December 31, 2019 - -- |
Schedule Of Stock Grant Activity For RSUs | Weighted Average Remaining Aggregate Contractual Intrinsic RSUs Shares Term in years Value Unvested at December 31, 2016 178,000 1.24 $ 3,405,000 Granted 196,000 Vested ( 64,000 ) Forfeited ( 24,000 ) Unvested at December 31, 2017 286,000 1.26 5,477,000 Granted 115,000 Vested ( 99,000 ) Forfeited ( 51,000 ) Unvested at December 31, 2018 251,000 1.05 7,123,000 Granted 103,000 Vested ( 101,000 ) Forfeited ( 27,000 ) Unvested at December 31, 2019 226,000 0.93 6,131,000 Vested and expected to vest 226,000 0.93 $ 6,131,000 |
Schedule Of Stock Grant Activity For PSUs | Weighted Average Remaining Aggregate Contractual Intrinsic PSUs Shares Term in years Value Unvested at December 31, 2016 188,000 0.77 $ 3,603,000 Granted 126,000 Vested ( 128,000 ) Forfeited ( 17,000 ) Unvested at December 31, 2017 169,000 0.71 3,236,000 Granted 104,000 Vested ( 109,000 ) Forfeited ( 17,000 ) Unvested at December 31, 2018 147,000 0.72 4,179,000 Granted 322,000 Vested ( 87,000 ) Forfeited ( 35,000 ) Unvested at December 31, 2019 347,000 2.33 9,400,000 Vested and expected to vest 347,000 2.33 $ 9,400,000 |
Summary Of Stock Option Activity | Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Shares Exercise Price Term in years Value Outstanding at December 31, 2016 1,911,000 $ 8.59 3.55 $ 20,179,000 Granted 260,000 16.30 Exercised ( 394,000 ) 6.30 Forfeited ( 31,000 ) 12.47 Expired ( 5,000 ) 7.01 Outstanding at December 31, 2017 1,741,000 10.19 3.64 15,598,000 Granted 219,000 21.55 Exercised ( 578,000 ) 7.59 Forfeited ( 49,000 ) 14.10 Expired -- -- Outstanding at December 31, 2018 1,333,000 13.04 3.93 20,439,000 Granted 169,000 29.62 Exercised ( 334,000 ) 9.87 Forfeited ( 39,000 ) 22.64 Expired -- -- Outstanding at December 31, 2019 1,129,000 16.14 3.67 12,763,000 Vested and expected to vest 1,129,000 $ 16.14 3.67 $ 12,763,000 Exercisable at December 31, 2019 782,000 $ 12.55 2.89 $ 11,371,000 |
Summary Of Other Information Concerning Stock Options | 2019 2018 2017 Weighted-average fair value of options granted $ 11.47 $ 8.38 $ 5.97 Intrinsic value of options exercised 6,519,000 9,961,000 4,748,000 |
Schedule Of Weighted-Average Assumptions Used To Determine The Fair Value Of Options | 2019 2018 2017 Stock ESPP Stock ESPP Stock ESPP Options Options Options Options Options Options Expected life of options 5.00 Years 0.50 Years 5.00 Years 0.50 Years 4.75 Years 0.50 Years Expected stock price volatility 0.40 0.39 0.40 0.34 0.40 0.39 Risk-free interest rate 2.54 % 2.35 % 2.64 % 1.73 % 1.87 % 0.85 % |
Summary Of Total Stock Compensation Expenses | 2019 2018 2017 RSA, PSA, RSU, and PSU expense $ 7,451 $ 5,076 $ 5,335 Stock option and ESPP option expense 1,960 1,732 1,978 Total stock compensation expense $ 9,411 $ 6,808 $ 7,313 |
Income (Loss) Per Common Share
Income (Loss) Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income (Loss) Per Common Share [Abstract] | |
Computation Of Basic And Diluted (Loss) Income Per Common Share | Basic income (loss) per common share 2019 2018 2017 Net income (loss) $ 1,720 $ ( 2,840 ) $ 3,704 Net (income) loss allocated to participating securities ( 12 ) 27 ( 63 ) Net income (loss) allocated to common shareholders $ 1,708 $ ( 2,813 ) $ 3,641 Basic weighted-average common shares outstanding 37,118 36,412 33,008 Basic income (loss) per common share $ 0.05 $ ( 0.08 ) $ 0.11 Diluted income (loss) per common share 2019 2018 2017 Net income (loss) $ 1,720 $ ( 2,840 ) $ 3,704 Net (income) loss allocated to participating securities ( 12 ) 27 ( 61 ) Net income (loss) allocated to common shareholders $ 1,708 $ ( 2,813 ) $ 3,643 Basic weighted-average common shares outstanding 37,118 36,412 33,008 Effect of dilutive options and awards a 742 - 1,155 Diluted weighted-average common shares outstanding 37,860 36,412 34,163 Diluted income (loss) per common share $ 0.05 $ ( 0.08 ) $ 0.11 _____________________ a We excluded stock options from the calculation of diluted weighted-average common shares outstanding if the per share value, including the sum of (i) the exercise price of the options and (ii) the amount of the compensation cost attributed to future services and not yet recognized, was greater than the average market price of the shares, because the inclusion of these stock options would be antidilutive to (loss) income per common share. For the year ended December 31, 2018 all stock options and awards were excluded from the calculation of weighted-average common shares outstanding as these would be antidilutive to the net loss. For the years ended December 31, 2019 and 2017 stock options to purchase 131,000 and 227,000 shares, respectively, were excluded from the calculation of diluted weighted-average common shares outstanding. |
Segment And Geographic Inform_2
Segment And Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment And Geographic Information [Abstract] | |
Revenues, Cost Of Products And Services, And Gross Margins For Operating Segments | 2019 2018 2017 Revenues: Medical devices $ 197,246 $ 187,394 $ 119,631 Preservation services 78,976 75,447 70,071 Total revenues 276,222 262,841 189,702 Cost of products and preservation services: Medical devices 55,022 53,772 29,798 Preservation services 38,187 36,085 31,262 Total cost of products and preservation services 93,209 89,857 61,060 Gross margin: Medical devices 142,224 133,622 89,833 Preservation services 40,789 39,362 38,809 Total gross margin $ 183,013 $ 172,984 $ 128,642 |
Summary Of Net Revenues By Product And Service | 2019 2018 2017 Products: BioGlue $ 68,611 $ 66,660 $ 65,939 JOTEC 64,974 63,341 4,136 On-X 50,096 44,832 37,041 CardioGenesis cardiac laser therapy 6,016 6,217 6,866 PerClot 3,795 3,767 3,533 PhotoFix 3,754 2,577 2,116 Total products 197,246 187,394 119,631 Preservation services: Cardiac tissue 40,879 35,683 32,510 Vascular tissue 38,097 39,764 37,561 Total preservation services 78,976 75,447 70,071 Total revenues $ 276,222 $ 262,841 $ 189,702 |
Schedule Of Net Revenues By Geographic Location | 2019 2018 2017 U.S. $ 150,553 $ 144,651 $ 135,102 International 125,669 118,190 54,600 Total revenues $ 276,222 $ 262,841 $ 189,702 |
Selected Quarterly Financial _2
Selected Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Selected Quarterly Financial Information (Unaudited) [Abstract] | |
Schedule Of Quarterly Financial Information | First Second Third Fourth Quarter Quarter Quarter Quarter REVENUE: 2019 $ 67,505 $ 71,139 $ 67,881 $ 69,697 2018 61,948 68,496 64,598 67,799 2017 45,059 47,818 43,999 52,826 * GROSS MARGIN: 2019 $ 44,273 $ 46,966 $ 45,222 $ 46,552 2018 39,228 45,851 42,714 45,191 2017 29,512 32,905 29,862 36,363 * NET (LOSS) INCOME: 2019 $ ( 297 ) $ 2,832 $ ( 134 ) $ ( 681 ) 2018 ( 3,855 ) 226 1,565 ( 776 ) 2017 2,223 3,163 1,325 ( 3,007 ) * (LOSS) INCOME PER COMMON SHARE—DILUTED: 2019 $ ( 0.01 ) $ 0.07 $ 0.00 $ ( 0.02 ) 2018 ( 0.11 ) 0.01 0.04 ( 0.02 ) 2017 0.06 0.09 0.04 ( 0.09 ) * _____________________ * In December 2017 we completed our acquisition of JOTEC, which is operated as a wholly-owned subsidiary of CryoLife. |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies (Narrative) (Details) | Mar. 08, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesitem | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Jan. 01, 2019USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Foreign currency translation gain (loss) | $ (1,200,000) | $ (2,600,000) | $ 257,000 | ||
Advertising expense | $ 1,700,000 | $ 732,000 | $ 606,000 | ||
Quarterly cash dividend | $ / shares | $ 0 | $ 0 | $ 0 | ||
Allowance for doubtful accounts | $ 966,000 | $ 533,000 | |||
Write-down to inventory | 601,000 | 212,000 | $ 1,200,000 | ||
Write-downs to deferred preservation costs | 787,000 | 437,000 | 922,000 | ||
Net present value of operating lease liability | 23,405,000 | ||||
Operating lease right-of-use assets, net | $ 21,994,000 | ||||
Weighted average discount rate | 5.83% | 5.40% | 5.50% | ||
Weighted average remaining lease term | 5 years 6 months | 6 years | |||
Deferred rent obligations | $ 2,400,000 | ||||
Option to extend | 29 | ||||
Number of leases with termination option | item | 1 | ||||
Operating lease, termination option, notice period requirement | 2 years | ||||
Increase in net present value of right-of-use asset | $ 3,700,000 | ||||
Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Advertising expense amortization period | 6 months | ||||
Estimated useful lives | 3 years | ||||
Lease terms | 1 year | ||||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Advertising expense amortization period | 1 year | ||||
Estimated useful lives | 10 years | ||||
Lease terms | 11 years | ||||
ESPP Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
ESPP, percentage of market price for eligible employees | 85.00% | ||||
RSAs, PSAs, RSUs, PSUs And Stock Options [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
RSAs, PSAs, RSUs, PSUs And Stock Options [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Stock Options [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Period within grant date stock options granted typically expire | 7 years | ||||
ASU 2016-09 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Cumulative-effect adjustment | 141,000 | ||||
Net present value of operating lease liability | $ 22,700,000 | ||||
Operating lease right-of-use assets, net | $ 22,700,000 | ||||
ASU 606 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Cumulative-effect adjustment | 215,000 | ||||
Retained Earnings [Member] | ASU 2016-09 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Cumulative-effect adjustment | $ (238,000) | (238,000) | |||
Retained Earnings [Member] | ASU 606 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Cumulative-effect adjustment | 215,000 | ||||
Additional Paid-In Capital [Member] | ASU 2016-09 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Cumulative-effect adjustment | 379,000 | $ 379,000 | |||
Additional Paid-In Capital [Member] | ASU 606 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Cumulative-effect adjustment | |||||
Deferred Tax Assets [Member] | ASU 2016-09 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Cumulative-effect adjustment | $ 141,000 |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies (Schedule Of Supplemental Disclosures Of Cash Flow Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Interest | $ 13,297 | $ 15,005 | $ 2,561 |
Income taxes | $ 1,944 | $ 1,699 | 3,358 |
JOTEC [Member] | |||
Issuance of common stock for acquisition of intangible assets | $ 53,119 |
Summary Of Significant Accoun_6
Summary Of Significant Accounting Policies (Schedule Of Depreciation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summary Of Significant Accounting Policies [Abstract] | |||
Depreciation expense | $ 7,467 | $ 7,303 | $ 4,648 |
Agreements With Endospan (Narra
Agreements With Endospan (Narrative) (Details) - Endospan [Member] - USD ($) | Dec. 31, 2019 | Sep. 11, 2019 | Sep. 30, 2019 | Dec. 31, 2019 |
Variable Interest Entity [Line Items] | ||||
Securities purchase option agreement | $ 1,000,000 | $ 1,000,000 | ||
Securities purchase option agreement, expiration period | 90 days | |||
Transaction and integration costs | $ 1,000,000 | |||
Per three tranches of funding | $ 5,000,000 | 5,000,000 | ||
Required percentage of number of patients before third tranche of loan funding can be acquired | 50.00% | |||
Investment in VIE | $ 15,000,000 | 15,000,000 | ||
Endospan loan, fair value | 358,000 | 358,000 | ||
Securities option agreement, fair value | 4,800,000 | 4,800,000 | ||
Distribution agreements, fair value | $ 9,800,000 | $ 9,800,000 | ||
Distribution agreement, amortization period | 5 years | |||
Minimum [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Option to purchase outstanding securities | 350,000,000 | |||
Maximum [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Option to purchase outstanding securities | 450,000,000 | |||
Secured Debt [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Loan amount | $ 15,000,000 | |||
Interest rate on amounts borrowed | 5.00% | |||
JOTEC [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Distribution fee | $ 9,000,000 | $ 9,000,000 |
Acquisition Of JOTEC (Narrative
Acquisition Of JOTEC (Narrative) (Details) - USD ($) $ in Thousands | Dec. 01, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Total consideration | $ 222,200 | |||
Term loan balance | $ 223,176 | $ 225,953 | ||
Cash consideration | $ 409 | |||
JOTEC [Member] | ||||
Business Acquisition [Line Items] | ||||
Agreement date | Dec. 1, 2017 | |||
Acquisition price | 225,000 | |||
Cash consideration | $ 169,100 | |||
Transaction and integration costs | $ 1,000 | $ 7,400 | $ 7,700 | |
JOTEC [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Common shares issued | 2,682,754 | |||
Common stock value issued in business combination | $ 53,100 | |||
Term Loan [Member] | ||||
Business Acquisition [Line Items] | ||||
Term loan balance | 225,000 | |||
Term Loan [Member] | JOTEC [Member] | ||||
Business Acquisition [Line Items] | ||||
Term loan balance | 225,000 | |||
Secured Debt [Member] | ||||
Business Acquisition [Line Items] | ||||
Credit facility aggregate commitments | 255,000 | |||
Secured Debt [Member] | JOTEC [Member] | ||||
Business Acquisition [Line Items] | ||||
Credit facility aggregate commitments | 255,000 | |||
Revolving Credit Facility [Member] | ||||
Business Acquisition [Line Items] | ||||
Credit facility aggregate commitments | 30,000 | |||
Revolving Credit Facility [Member] | JOTEC [Member] | ||||
Business Acquisition [Line Items] | ||||
Credit facility aggregate commitments | $ 30,000 |
Financial Instruments (Summary
Financial Instruments (Summary Of Financial Instruments Measured At Fair Value) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | $ 2,358 | $ 2,192 |
Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 1,472 | 1,445 |
Restricted securities | 528 | 747 |
Endospan Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Endospan Loan | 358 | |
Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 2,000 | 2,192 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 1,472 | 1,445 |
Restricted securities | 528 | 747 |
Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | ||
Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | ||
Restricted securities | ||
Level 2 [Member] | Endospan Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Endospan Loan | ||
Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 358 | |
Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | ||
Restricted securities | ||
Level 3 [Member] | Endospan Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Endospan Loan | $ 358 |
Financial Instruments (Reconcil
Financial Instruments (Reconciliation Of Changes In Fair Value Of Level 3 Liabilities) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Financial Instruments [Abstract] | |
Beginning balance | |
Initial value of Endospan Loan | 358 |
Change in valuation of Endospan Loan | |
Ending balance | $ 358 |
Cash Equivalents And Restrict_3
Cash Equivalents And Restricted Cash And Securities (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | $ 528,000 | $ 747,000 | |
Gross realized gains or losses on cash equivalents | 0 | 0 | $ 0 |
Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | 528,000 | 747,000 | |
Maturity Date Within Three Months [Member] | Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | $ 528,000 | 512,000 | |
Maturity Date Between Three Months And One Year [Member] | Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | $ 235,000 | ||
Minimum [Member] | Maturity Date Between Three Months And One Year [Member] | Money Market Funds [Member] | Measurement Input, Expected Term [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities maturity period | 3 months | ||
Maximum [Member] | Maturity Date Within Three Months [Member] | Money Market Funds [Member] | Measurement Input, Expected Term [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities maturity period | 3 months | 3 months | |
Maximum [Member] | Maturity Date Between Three Months And One Year [Member] | Money Market Funds [Member] | Measurement Input, Expected Term [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities maturity period | 1 year |
Cash Equivalents And Restrict_4
Cash Equivalents And Restricted Cash And Securities (Summary Of Cash Equivalents And Restricted Securities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash and Cash Equivalents [Line Items] | ||||
Cash Equivalents, Cost Basis | $ 34,294 | $ 42,236 | $ 40,753 | $ 57,341 |
Restricted Securities, Cost Basis | 528 | 747 | ||
Money Market Funds [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash Equivalents, Cost Basis | 1,472 | 1,445 | ||
Restricted Securities, Cost Basis | 528 | 747 | ||
Unrealized Holding Gains (Losses) | ||||
Cash Equivalents, Estimated Market Value | 1,472 | 1,445 | ||
Restricted Securities, Estimated Market Value | $ 528 | $ 747 |
Inventories And Deferred Pres_3
Inventories And Deferred Preservation Costs (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | ||
Consignment inventory | $ 12 | $ 11.2 |
Domestic [Member] | ||
Inventory [Line Items] | ||
Consignment inventory percentage | 51.00% | 55.00% |
Foreign [Member] | ||
Inventory [Line Items] | ||
Consignment inventory percentage | 49.00% | 45.00% |
Inventories And Deferred Pres_4
Inventories And Deferred Preservation Costs (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventories And Deferred Preservation Costs [Abstract] | ||
Raw materials and supplies | $ 21,180 | $ 17,381 |
Work-in-process | 5,127 | 3,858 |
Finished goods | 26,764 | 24,239 |
Total inventories | $ 53,071 | $ 45,478 |
Inventories And Deferred Pres_5
Inventories And Deferred Preservation Costs (Schedule Of Deferred Preservation Costs) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Total deferred preservation costs | $ 32,551 | $ 33,174 |
Cardiac Tissue [Member] | ||
Total deferred preservation costs | 15,365 | 15,972 |
Vascular Tissue [Member] | ||
Total deferred preservation costs | $ 17,186 | $ 17,202 |
Goodwill And Other Intangible_3
Goodwill And Other Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Impairment of indefinite lived intangible assets | $ 0 | $ 0 | |
E-nside European Business In-Process R&D To Defined Lived Intangible Assets [Member] | |||
Reclassification | $ 7,400,000 | ||
In Process R&D [Member] | |||
Useful life of amortizable assets, years | 20 years |
Goodwill And Other Intangible_4
Goodwill And Other Intangible Assets (Schedule Of Carrying Values Of Indefinite Lived Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill | $ 186,697 | $ 188,781 | $ 188,305 |
In Process R&D [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Total indefinite lived intangible assets | 2,190 | 9,382 | |
Procurement Contracts And Agreements [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Total indefinite lived intangible assets | 2,013 | 2,013 | |
Trademarks [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Total indefinite lived intangible assets | $ 844 | $ 844 |
Goodwill And Other Intangible_5
Goodwill And Other Intangible Assets (Schedule Of Goodwill By Reportable Segment) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Other Intangible Assets [Abstract] | ||
Beginning balance | $ 188,781 | $ 188,305 |
Goodwill from JOTEC acquisition | 5,100 | |
Revaluation of goodwill denominated in foreign currency | (2,084) | (4,624) |
Ending balance | $ 186,697 | $ 188,781 |
Goodwill And Other Intangible_6
Goodwill And Other Intangible Assets (Schedule Of Gross Carrying Values, Accumulated Amortization, And Approximate Amortization Period Of Definite Lived Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Acquired Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 140,193 | $ 134,999 |
Accumulated amortization | 24,778 | 16,815 |
Customer Lists And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 31,131 | 31,169 |
Accumulated amortization | 6,581 | 5,068 |
Distribution And Manufacturing Rights And Know-How [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 13,826 | 4,059 |
Accumulated amortization | 3,005 | 2,107 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 3,664 | 3,656 |
Accumulated amortization | 3,074 | 2,970 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,919 | 1,154 |
Accumulated amortization | $ 608 | $ 235 |
Minimum [Member] | Acquired Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 11 years | 11 years |
Minimum [Member] | Customer Lists And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 13 years | 13 years |
Minimum [Member] | Distribution And Manufacturing Rights And Know-How [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years | 11 years |
Minimum [Member] | Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 3 years | 3 years |
Maximum [Member] | Acquired Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 22 years | 22 years |
Maximum [Member] | Customer Lists And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 22 years | 22 years |
Maximum [Member] | Distribution And Manufacturing Rights And Know-How [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 15 years | 15 years |
Maximum [Member] | Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 17 years | 17 years |
Maximum [Member] | Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years | 5 years |
Goodwill And Other Intangible_7
Goodwill And Other Intangible Assets (Summary Of Amortization Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill And Other Intangible Assets [Abstract] | |||
Amortization expense | $ 10,850 | $ 10,792 | $ 5,085 |
Goodwill And Other Intangible_8
Goodwill And Other Intangible Assets (Scheduled Amortization Of Intangible Assets For Next Five Years) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Goodwill And Other Intangible Assets [Abstract] | |
2020 | $ 12,406 |
2021 | 12,383 |
2022 | 11,838 |
2023 | 11,499 |
2024 | 11,279 |
Total | $ 59,405 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective income tax rate | 5.00% | 56.00% | 4.00% |
FDII deduction | $ (737,000) | $ (525,000) | |
Interest deductibility threshold | 30.00% | ||
Interest deduction limit | $ 10,500,000 | 6,600,000 | |
Excess interest not deducted | $ 2,400,000 | $ 17,700,000 | |
Federal statutory income tax rate | 21.00% | 21.00% | 34.00% |
Valuation allowances against deferred tax assets | $ 3,218,000 | $ 3,372,000 | |
Net deferred tax liability | 20,363,000 | 23,156,000 | |
Federal net operating loss carryforwards related to the acquisitions of Cardiogenesis and Hemosphere | 2,700,000 | ||
State net operating loss carryforwards | 2,800,000 | ||
Foreign net operating loss carryforwards | $ 1,600,000 | ||
Operating loss carryforwards expiration date | Dec. 31, 2022 | ||
Research and development tax credit carryforwards | $ 631,000 | ||
Total uncertain tax liability including interest and penalties | 4,000,000 | 4,300,000 | |
Uncertain tax liability recorded as reduction to deferred tax assets | 300,000 | 286,000 | |
Uncertain tax liability recorded to non-current liability | 3,700,000 | $ 4,000,000 | |
Approximate amount of uncertain tax liability to be recognized in 2020 | $ 1,000,000 | ||
Research [Member] | |||
Tax credit carryforwards expiration date | Dec. 31, 2026 | ||
Texas Tax Credit [Member] | |||
State net operating loss carryforwards | $ 128,000 | ||
Tax credit carryforwards expiration date | Dec. 31, 2027 | ||
Foreign Authority [Member] | |||
Net deferred tax liability | $ 35,000 | ||
Operating loss carryforwards expiration date | Dec. 31, 2024 |
Income Taxes (Schedule Of Incom
Income Taxes (Schedule Of Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Abstract] | |||
Domestic | $ 6,369 | $ 4,560 | $ 5,086 |
Foreign | (4,725) | (10,951) | (1,525) |
Income (loss) before income taxes | $ 1,644 | $ (6,391) | $ 3,561 |
Income Taxes (Schedule Of Inc_2
Income Taxes (Schedule Of Income Tax Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Abstract] | |||
Current: Federal | $ 48 | $ 402 | $ 521 |
Current: State | 80 | 246 | 110 |
Current: Foreign | 2,041 | 2,009 | 460 |
Current: Income tax expense | 2,169 | 2,657 | 1,091 |
Deferred: Federal | (850) | (2,188) | (714) |
Deferred: State | (131) | (154) | 70 |
Deferred: Foreign | (1,264) | (3,866) | (590) |
Deferred: Income tax expense | (2,245) | (6,208) | (1,234) |
Income tax (benefit) expense | $ (76) | $ (3,551) | $ (143) |
Income Taxes (Schedule Of Effec
Income Taxes (Schedule Of Effective Income Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Abstract] | |||
Tax expense (benefit) at statutory rate | $ 345 | $ (1,340) | $ 1,211 |
Nondeductible executive compensation | 778 | 320 | 145 |
Foreign income taxes | 425 | (250) | 364 |
Foreign deferred items | 365 | ||
Net operating losses | 355 | ||
Foreign interest disallowance | 292 | ||
Nondeductible entertainment expenses | 201 | 206 | 258 |
Valuation allowance change | 153 | 719 | 54 |
Prior year provision to return adjustments | 43 | ||
State income taxes, net of federal benefit | (108) | (8) | 212 |
Impact of Tax Cuts and Job Act | (155) | (238) | (255) |
Unrealized income on investments | (203) | (337) | (163) |
Net change in uncertain tax positions | (360) | (154) | (67) |
Research and development credit | (400) | (557) | (525) |
Equity compensation | (1,921) | (2,081) | (2,664) |
Nondeductible transaction costs | 1,676 | ||
Federal tax rate differential | (100) | ||
Foreign tax credit | (133) | ||
Domestic production activities deduction | (174) | ||
Other | 114 | 169 | 18 |
Income tax (benefit) expense | $ (76) | $ (3,551) | $ (143) |
Income Taxes (Schedule Of Defer
Income Taxes (Schedule Of Deferred Tax Assets And Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Taxes [Abstract] | ||
Loss carryforwards | $ 7,030 | $ 8,266 |
Finance and operating leases | 7,497 | 1,824 |
Excess interest carryforward | 4,544 | 4,786 |
Stock compensation | 2,153 | 2,138 |
Accrued expenses | 1,890 | 2,723 |
Deferred compensation | 1,107 | 778 |
Property | 1,147 | |
Credit carryforwards | 710 | 939 |
UNICAP | 425 | 404 |
Inventory and deferred preservation costs write-downs | 299 | 289 |
Tax benefit of tax reserves | 52 | 217 |
Other | 1,659 | 310 |
Less valuation allowance | (3,218) | (3,372) |
Total deferred tax assets | 25,295 | 19,302 |
Intangible assets | (35,555) | (38,414) |
Finance and operating leases | (7,048) | |
Debt costs | (1,917) | (2,331) |
Property | (28) | (1,060) |
Prepaid items | (494) | (477) |
Other | (616) | (176) |
Total deferred tax liabilities | (45,658) | (42,458) |
Total net deferred tax liabilities | $ (20,363) | $ (23,156) |
Income Taxes (Schedule Of Uncer
Income Taxes (Schedule Of Uncertain Tax Position Liability And Liability For Interest And Penalties On Uncertain Tax Positions) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Abstract] | |||
Beginning balance | $ 3,889 | $ 4,328 | $ 3,390 |
Increases related to current year tax positions | 691 | 368 | 143 |
Decreases due to the lapsing of statutes of limitations | (880) | (467) | (254) |
Decreases related to prior year tax positions | (154) | (106) | |
(Decreases) increases for foreign exchange differences | (22) | ||
(Decreases) increases for foreign exchange differences | 16 | ||
(Decreases) Increases related to prior year tax positions | 249 | 1,155 | |
(Decreases) increases related to prior year tax positions | (1) | ||
Decreases related to settlements | (605) | ||
Ending balance | 3,523 | 3,889 | 4,328 |
Beginning Balance | 402 | 315 | 208 |
Accrual of interest and penalties | 227 | 161 | 169 |
Decreases related to prior year tax positions | (195) | (74) | (62) |
Ending Balance | $ 434 | $ 402 | $ 315 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)property | |
Leases [Abstract] | |
Number of subleases | property | 2 |
Sublease income | $ | $ 905,000 |
Leases (Schedule Of Supplementa
Leases (Schedule Of Supplemental Balance Sheet Information Related To Leases) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 08, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||||
Operating lease right-of-use assets | $ 27,007 | |||
Accumulated amortization | (5,013) | |||
Operating lease right-of-use assets, net | 21,994 | |||
Current maturities of operating leases | 5,487 | |||
Non-current maturities of operating lease | 17,918 | |||
Total operating lease liabilities | 23,405 | |||
Finance leases, Property and equipment, at cost | 7,161 | $ 7,674 | ||
Finance leases, Accumulated amortization | (1,279) | 882 | ||
Finance leases, property and equipment, net | 5,882 | 6,792 | ||
Current maturities of finance leases | 597 | 729 | ||
Non-current maturities of finance leases | 5,415 | $ 5,937 | ||
Total finance lease liabilities | $ 6,012 | |||
Weighted average remaining lease term (in years): Operating leases | 5 years 6 months | 6 years | ||
Weighted average remaining lease term (in years): Finance leases | 10 years 7 months 6 days | |||
Weighted average discount rate: Operating leases | 5.40% | 5.83% | 5.50% | |
Weighted average discount rate: Finance leases | 2.00% |
Leases (Schedule Of Assets Acqu
Leases (Schedule Of Assets Acquired Under Finance Leases) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finance leases, Property and equipment, at cost | $ 7,161 | $ 7,674 |
Finance leases, Accumulated amortization | (1,279) | 882 |
Finance leases, property and equipment, net | $ 5,882 | 6,792 |
Equipment [Member] | ||
Finance leases, Property and equipment, at cost | 1,066 | |
Finance leases, Accumulated amortization | 375 | |
Finance leases, property and equipment, net | 691 | |
Leasehold Improvements [Member] | ||
Finance leases, Property and equipment, at cost | 6,608 | |
Finance leases, Accumulated amortization | 507 | |
Finance leases, property and equipment, net | $ 6,101 |
Leases (Summary Of Lease Costs)
Leases (Summary Of Lease Costs) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Leases [Abstract] | ||||
Amortization of property and equipment | $ 771,000 | |||
Interest expense on finance leases | 124,000 | |||
Total finance lease expense | 895,000 | |||
Operating lease expense | 6,624,000 | [1] | $ 6,400,000 | $ 4,900,000 |
Sublease income | (905,000) | |||
Total lease expense | $ 6,614,000 | |||
[1] | Total rental expense for operating leases was $ 6.4 million in 2018 and $ 4.9 million in 2017. |
Leases (Schedule Of Supplemen_2
Leases (Schedule Of Supplemental Cash Flow Information Related To Leases) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows for finance leases | $ 124 |
Operating cash flows for operating leases | 6,827 |
Financing cash flows for finance leases | $ 728 |
Leases (Schedule Of Minimum Lea
Leases (Schedule Of Minimum Lease Payments For Finance, Operating, And Sublease Income Leases) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Finance Leases, 2020 | $ 712 | |
Finance Leases, 2021 | 658 | |
Finance Leases, 2022 | 613 | |
Finance Leases, 2023 | 612 | |
Finance Leases, 2024 | 610 | |
Finance Leases, Thereafter | 3,467 | |
Finance Leases, Total minimum lease payments | 6,672 | |
Finance Leases, Less amount representing interest | 660 | |
Finance Leases, Present value of net minimum lease payments | 6,012 | |
Finance Leases, Less current maturities | 597 | $ 729 |
Finance Leases, Lease liabilities, less current maturities | 5,415 | $ 5,937 |
Operating Leases, 2020 | 6,585 | |
Operating Leases, 2021 | 6,280 | |
Operating Leases, 2022 | 3,809 | |
Operating Leases, 2023 | 2,584 | |
Operating Leases, 2024 | 2,570 | |
Operating Leases, Thereafter | 5,027 | |
Operating Leases, Total minimum lease payments | 26,855 | |
Operating Leases, Less amount representing interest | 3,450 | |
Operating Leases, Present value of net minimum lease payments | 23,405 | |
Operating Leases, Less current maturities | 5,487 | |
Operating Leases, Lease liabilities, less current maturities | 17,918 | |
Sublease Income, 2020 | 905 | |
Sublease Income, 2021 | 905 | |
Sublease Income, 2022 | 306 | |
Sublease Income, Total minimum lease payments | $ 2,116 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 01, 2017 | |
Line of Credit Facility [Line Items] | |||||
Term loan balance | $ 223,176 | $ 225,953 | |||
Credit facility default interest rate | 2.00% | ||||
Credit facility aggregate interest rate | 5.19% | ||||
Credit facility commitment fee percentage | 0.50% | ||||
Line of credit facility, percentage threshold of principal amount outstanding | 25.00% | ||||
Interest expense | $ 14,900 | 15,800 | $ 4,900 | ||
Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Term loan balance | 220,500 | 222,750 | |||
Government Sponsored Debt [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Loan term | 9 years | ||||
2.45% Sparkasse Zollernalb (KFW Loan 1) [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Term loan balance | 1,061 | 1,318 | |||
Interest rate on amounts borrowed | 2.45% | ||||
1.40% Sparkasse Zollernalb (KFW Loan 2) [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Term loan balance | $ 1,615 | $ 1,885 | |||
Interest rate on amounts borrowed | 1.40% | ||||
Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility aggregate commitments | $ 30,000 | ||||
Credit facility maturity date | Dec. 1, 2022 | ||||
Revolving Credit Facility [Member] | JOTEC [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility aggregate commitments | 30,000 | ||||
Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility margin | 3.00% | ||||
Revolving Credit Facility [Member] | Minimum [Member] | LIBOR [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility margin | 4.00% | ||||
Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility margin | 3.25% | ||||
Revolving Credit Facility [Member] | Maximum [Member] | LIBOR [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility margin | 4.25% | ||||
Secured Debt [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility aggregate commitments | 255,000 | ||||
Secured Debt [Member] | JOTEC [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility aggregate commitments | 255,000 | ||||
Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Term loan balance | 225,000 | ||||
Term Loan [Member] | JOTEC [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Term loan balance | $ 225,000 | ||||
Credit facility maturity date | Dec. 1, 2024 | ||||
Term Loan [Member] | JOTEC [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility margin | 2.25% | 3.00% | |||
Term Loan [Member] | JOTEC [Member] | LIBOR [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility margin | 3.25% | 4.00% |
Debt (Schedule Of Short-Term An
Debt (Schedule Of Short-Term And Long-Term Balances Of Term Loan) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 01, 2017 |
Debt Instrument [Line Items] | |||
Term loan balance | $ 223,176 | $ 225,953 | |
Less unamortized loan origination costs | (7,441) | (9,072) | |
Total borrowed | 215,735 | 216,881 | |
Less short-term loan balance | (1,164) | (1,160) | |
Long-term loan balance | 214,571 | 215,721 | |
2.45% Sparkasse Zollernalb (KFW Loan 1) [Member] | |||
Debt Instrument [Line Items] | |||
Term loan balance | 1,061 | 1,318 | |
1.40% Sparkasse Zollernalb (KFW Loan 2) [Member] | |||
Debt Instrument [Line Items] | |||
Term loan balance | $ 1,615 | $ 1,885 | |
Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Term loan balance | $ 225,000 |
Debt (Schedule Of Debt Maturiti
Debt (Schedule Of Debt Maturities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt [Abstract] | ||
2020 | $ 2,780 | |
2021 | 2,780 | |
2022 | 2,780 | |
2023 | 2,780 | |
2024 | 211,843 | |
Thereafter | 213 | |
Total | $ 223,176 | $ 225,953 |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Thousands | Sep. 28, 2010 | Jan. 31, 2015 | Sep. 30, 2014 | Dec. 31, 2019 | Dec. 31, 2018 |
Other Commitments [Line Items] | |||||
Unreported loss liability | $ 1,900 | $ 1,700 | |||
Recoverable insurance amounts | 935 | 693 | |||
Property and equipment, net | 32,150 | $ 31,028 | |||
PerClot [Member] | |||||
Other Commitments [Line Items] | |||||
Prepaid royalties | 1,500 | ||||
Net intangible assets | 2,000 | ||||
Property and equipment, net | 1,300 | ||||
CEO [Member] | |||||
Other Commitments [Line Items] | |||||
Term of employment agreement | 3 years | ||||
Maximum [Member] | |||||
Other Commitments [Line Items] | |||||
Estimated loss | 3,700 | ||||
Starch Technology Purchase [Member] | |||||
Other Commitments [Line Items] | |||||
Term of distribution agreement | 15 years | ||||
Amount paid related to achievement of contingent milestone | $ 500 | ||||
Expected future contingent payment amounts | $ 1,000 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) - Common Stock [Member] - JOTEC [Member] $ in Millions | Dec. 01, 2017USD ($)shares |
Equity, Class of Treasury Stock [Line Items] | |
Common shares issued | shares | 2,682,754 |
Common stock consideration | $ | $ 53.1 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - 401(K) [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Company's matching percentage of employees' contribution | 100.00% | ||
Company's matching contribution of employees' salary | 3.50% | 3.00% | 3.00% |
Company's total contributions | $ 1,600,000 | $ 1,400,000 | $ 1,400,000 |
Discretionary contributions | $ 0 | $ 0 | $ 0 |
Revenue Recognition (Disaggrega
Revenue Recognition (Disaggregation Of Revenue) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||
Total sources of revenue | $ 276,222 | $ 262,841 | $ 189,702 |
Domestic Hospitals [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sources of revenue | 144,538 | 138,432 | 128,240 |
International Hospitals [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sources of revenue | 85,241 | 81,203 | 23,791 |
International Distributors [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sources of revenue | 40,427 | 36,989 | 30,805 |
Cardiogenesis [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sources of revenue | $ 6,016 | $ 6,217 | $ 6,866 |
Stock Compensation (Narrative)
Stock Compensation (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($)itemshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of performance stock unit grants | item | 2 | ||
Percentage of target number of shares of common stock granted as Performance Stock Units | 80.00% | ||
Total fair value | $ | $ 9,800,000 | $ 7,300,000 | $ 11,100,000 |
Employees purchased common stock, shares | 61,000 | 83,000 | 93,000 |
Capitalized stock compensation expense | $ | $ 612,000 | $ 484,000 | $ 394,000 |
RSAs, RSUs, And PSUs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized awards from approved stock incentive plans | 328,000 | 426,000 | |
Aggregate grant date market value | $ | $ 7,500,000 | $ 7,100,000 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants of stock options | 169,000 | 219,000 | 260,000 |
Unrecognized compensation costs | $ | $ 2,000,000 | ||
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year 4 months 24 days | ||
RSAs, RSUs, PSUs, And PSAs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized awards from approved stock incentive plans | 507,000 | ||
Aggregate grant date market value | $ | $ 15,000,000 | ||
Unrecognized compensation costs | $ | $ 11,900,000 | ||
Restricted Stock Awards (RSAs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized awards from approved stock incentive plans | 93,000 | 128,000 | 138,000 |
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized awards from approved stock incentive plans | 103,000 | 115,000 | 196,000 |
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year 6 months | ||
Performance Stock Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized awards from approved stock incentive plans | 322,000 | 104,000 | 126,000 |
Percentage of target number of shares of common stock granted as Performance Stock Units | 83.00% | 92.00% | |
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 2 years 3 months 18 days | ||
Short-term PSUs [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Long-term PSUs [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 5 years | ||
Performance Stock Awards (PSAs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized awards from approved stock incentive plans | |||
Maximum [Member] | Short-term PSUs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of target number of shares of common stock granted as Performance Stock Units | 150.00% | ||
Maximum [Member] | Long-term PSUs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of target number of shares of common stock granted as Performance Stock Units | 288.00% | ||
Executive Officer [Member] | Maximum [Member] | Long-term PSUs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of target number of shares of common stock granted as Performance Stock Units | 192.00% | ||
2009 Equity And Cash Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Increase in shares authorized under plan | 1,900,000 |
Stock Compensation (Schedule Of
Stock Compensation (Schedule Of Shares Available For Grant) (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized Shares | 10,900,000 | |
Available for Grant | 2,334,000 | 1,253,000 |
1996 Discounted Employee Stock Purchase Plan, As Amended [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized Shares | 1,900,000 | |
Available for Grant | 234,000 | 295,000 |
2009 Equity And Cash Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized Shares | 9,000,000 | |
Available for Grant | 2,100,000 | 958,000 |
Stock Compensation (Schedule _2
Stock Compensation (Schedule Of Stock Grant Activity For RSAs) (Details) - Restricted Stock Awards (RSAs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested, Beginning Balance, Shares | 326,000 | 383,000 | 392,000 |
Granted, Shares | 93,000 | 128,000 | 138,000 |
Vested, Shares | (149,000) | (136,000) | (129,000) |
Forfeited, Shares | (27,000) | (49,000) | (18,000) |
Unvested, Ending Balance, Shares | 243,000 | 326,000 | 383,000 |
Unvested, Beginning Balance, Weighted Average Grant Date Fair Value | $ 17.19 | $ 12.81 | $ 10.64 |
Granted, Weighted Average Grant Date Fair Value | 29.77 | 23.83 | 17 |
Vested, Weighted Average Grant Date Fair Value | 14.45 | 12.96 | 10.84 |
Forfeited, Weighted Average Grant Date Fair Value | 20.53 | 12.07 | 11.78 |
Unvested, Ending Balance, Weighted Average Grant Date Fair Value | $ 23.30 | $ 17.19 | $ 12.81 |
Stock Compensation (Schedule _3
Stock Compensation (Schedule Of Stock Grant Activity For PSAs) (Details) - Performance Stock Awards (PSAs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Unvested, Beginning Balance, Shares | 250,000 | ||
Granted, Shares | |||
Vested, Shares | (250,000) | ||
Forfeited, Shares | |||
Unvested, Ending Balance, Shares | |||
Unvested, Beginning Balance, Weighted Average Grant Date Fair Value | $ 10.18 | ||
Granted, Weighted Average Grant Date Fair Value | |||
Vested, Weighted Average Grant Date Fair Value | 10.18 | ||
Forfeited, Weighted Average Grant Date Fair Value | |||
Unvested, Ending Balance, Weighted Average Grant Date Fair Value |
Stock Compensation (Schedule _4
Stock Compensation (Schedule Of Stock Grant Activity For RSUs) (Details) - Restricted Stock Units (RSUs) [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested, Beginning Balance, Shares | 251,000 | 286,000 | 178,000 | |
Granted, Shares | 103,000 | 115,000 | 196,000 | |
Vested, Shares | (101,000) | (99,000) | (64,000) | |
Forfeited, Shares | (27,000) | (51,000) | (24,000) | |
Unvested, Ending Balance, Shares | 226,000 | 251,000 | 286,000 | 178,000 |
Vested and expected to vest, Shares | 226,000 | |||
Outstanding, Weighted Average Remaining Contractual Term in Years | 11 months 4 days | 1 year 18 days | 1 year 3 months 3 days | 1 year 2 months 26 days |
Vested and expected to vest, Weighted Average Remaining Contractual Term in Years | 11 months 4 days | |||
Outstanding, Aggregate Intrinsic Value | $ 6,131,000 | $ 7,123,000 | $ 5,477,000 | $ 3,405,000 |
Vested and expected to vest, Aggregate Intrinsic Value | $ 6,131,000 |
Stock Compensation (Schedule _5
Stock Compensation (Schedule Of Stock Grant Activity For PSUs) (Details) - Performance Stock Units (PSUs) [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested, Beginning Balance, Shares | 147,000 | 169,000 | 188,000 | |
Granted, Shares | 322,000 | 104,000 | 126,000 | |
Vested, Shares | (87,000) | (109,000) | (128,000) | |
Forfeited, Shares | (35,000) | (17,000) | (17,000) | |
Unvested, Ending Balance, Shares | 347,000 | 147,000 | 169,000 | 188,000 |
Vested and expected to vest, Shares | 347,000 | |||
Outstanding, Weighted Average Remaining Contractual Term in Years | 2 years 3 months 29 days | 8 months 19 days | 8 months 15 days | 9 months 7 days |
Vested and expected to vest, Weighted Average Remaining Contractual Term in Years | 2 years 3 months 29 days | |||
Outstanding, Aggregate Intrinsic Value | $ 9,400,000 | $ 4,179,000 | $ 3,236,000 | $ 3,603,000 |
Vested and expected to vest, Aggregate Intrinsic Value | $ 9,400,000 |
Stock Compensation (Summary Of
Stock Compensation (Summary Of Stock Option Activity) (Details) - Stock Options [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding, Beginning Balance, Shares | 1,333,000 | 1,741,000 | 1,911,000 | |
Granted, Shares | 169,000 | 219,000 | 260,000 | |
Exercised, Shares | (334,000) | (578,000) | (394,000) | |
Forfeited, Shares | (39,000) | (49,000) | (31,000) | |
Expired, Shares | (5,000) | |||
Outstanding, Ending Balance, Shares | 1,129,000 | 1,333,000 | 1,741,000 | 1,911,000 |
Vested and expected to vest, Shares | 1,129,000 | |||
Exercisable, Shares | 782,000 | |||
Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 13.04 | $ 10.19 | $ 8.59 | |
Granted, Weighted Average Exercise Price | 29.62 | 21.55 | 16.30 | |
Exercised, Weighted Average Exercise Price | 9.87 | 7.59 | 6.30 | |
Forfeited, Weighted Average Exercise Price | 22.64 | 14.10 | 12.47 | |
Expired, Weighted Average Exercise Price | 7.01 | |||
Outstanding, Ending Balance, Weighted Average Exercise Price | 16.14 | $ 13.04 | $ 10.19 | $ 8.59 |
Vested and expected to vest, Weighted Average Exercise Price | 16.14 | |||
Exercisable, Weighted Average Exercise Price | $ 12.55 | |||
Outstanding, Weighted Average Remaining Contractual Term in years | 3 years 8 months 1 day | 3 years 11 months 4 days | 3 years 7 months 20 days | 3 years 6 months 18 days |
Vested and expected to vest, Weighted Average Remaining Contractual Term in Years | 3 years 8 months 1 day | |||
Exercisable, Weighted Average Remaining Contractual Term in years | 2 years 10 months 20 days | |||
Outstanding, Aggregate Intrinsic Value | $ 12,763,000 | $ 20,439,000 | $ 15,598,000 | $ 20,179,000 |
Vested and expected to vest, Aggregate Intrinsic Value | 12,763,000 | |||
Exercisable, Aggregate Intrinsic Value | $ 11,371,000 |
Stock Compensation (Summary O_2
Stock Compensation (Summary Of Other Information Concerning Stock Options) (Details) - Stock Options [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average fair value of options granted | $ 11.47 | $ 8.38 | $ 5.97 |
Intrinsic value of options exercised | $ 6,519,000 | $ 9,961,000 | $ 4,748,000 |
Stock Compensation (Schedule _6
Stock Compensation (Schedule Of Weighted-Average Assumptions Used To Determine The Fair Value Of Options) (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life of options | 5 years | 5 years | 4 years 9 months |
Expected stock price volatility | 0.40% | 0.40% | 0.40% |
Risk-free interest rate | 2.54% | 2.64% | 1.87% |
ESPP Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life of options | 6 months | 6 months | 6 months |
Expected stock price volatility | 0.39% | 0.34% | 0.39% |
Risk-free interest rate | 2.35% | 1.73% | 0.85% |
Stock Compensation (Summary O_3
Stock Compensation (Summary Of Total Stock Compensation Expenses) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
RSA, RSU, And PSU Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 7,451 | $ 5,076 | $ 5,335 |
Stock Option And ESPP Option Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 1,960 | $ 1,732 | $ 1,978 |
Income (Loss) Per Common Shar_2
Income (Loss) Per Common Share (Narrative) (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2017 | |
Stock Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 131,000 | 227,000 |
Income (Loss) Per Common Shar_3
Income (Loss) Per Common Share (Computation Of Basic And Diluted (Loss) Income Per Common Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2019 | [1] | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | [1] | Sep. 30, 2017 | [1] | Jun. 30, 2017 | [1] | Mar. 31, 2017 | [1] | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Basic (loss) income per common share | |||||||||||||||||||||||
Net income (loss) | $ (681) | $ (134) | $ 2,832 | $ (297) | $ (776) | $ 1,565 | $ 226 | $ (3,855) | $ (3,007) | $ 1,325 | $ 3,163 | $ 2,223 | $ 1,720 | $ (2,840) | $ 3,704 | ||||||||
Net loss (income) allocated to participating securities | (12) | 27 | (63) | ||||||||||||||||||||
Net income (loss) allocated to common shareholders | $ 1,708 | $ (2,813) | $ 3,641 | ||||||||||||||||||||
Basic weighted-average common shares outstanding | 37,118 | 36,412 | 33,008 | ||||||||||||||||||||
Basic income (loss) per common share | $ 0.05 | $ (0.08) | $ 0.11 | ||||||||||||||||||||
Diluted (loss) income per common share | |||||||||||||||||||||||
Net income (loss) | $ (681) | $ (134) | $ 2,832 | $ (297) | $ (776) | $ 1,565 | $ 226 | $ (3,855) | $ (3,007) | $ 1,325 | $ 3,163 | $ 2,223 | $ 1,720 | $ (2,840) | $ 3,704 | ||||||||
Net (income) loss allocated to participating securities | (12) | 27 | (61) | ||||||||||||||||||||
Net income (loss) allocated to common shareholders | $ 1,708 | $ (2,813) | $ 3,643 | ||||||||||||||||||||
Basic weighted-average common shares outstanding | 37,118 | 36,412 | 33,008 | ||||||||||||||||||||
Effect of dilutive stock options and awards | 742 | 1,155 | |||||||||||||||||||||
Diluted weighted-average common shares outstanding | 37,860 | 36,412 | 34,163 | ||||||||||||||||||||
Diluted income (loss) per common share | $ (0.02) | $ 0 | $ 0.07 | $ (0.01) | $ (0.02) | $ 0.04 | $ 0.01 | $ (0.11) | $ (0.09) | $ 0.04 | $ 0.09 | $ 0.06 | $ 0.05 | [2] | $ (0.08) | [2] | $ 0.11 | [2] | |||||
[1] | In December 2017 we completed our acquisition of JOTEC, which is operated as a wholly-owned subsidiary of CryoLife. | ||||||||||||||||||||||
[2] | We excluded stock options from the calculation of diluted weighted-average common shares outstanding if the per share value, including the sum of (i) the exercise price of the options and (ii) the amount of the compensation cost attributed to future services and not yet recognized, was greater than the average market price of the shares, because the inclusion of these stock options would be antidilutive to (loss) income per common share. For the year ended December 31, 2018 all stock options and awards were excluded from the calculation of weighted-average common shares outstanding as these would be antidilutive to the net loss. For the years ended December 31, 2019 and 2017 stock options to purchase 131,000 and 227,000 shares, respectively, were excluded from the calculation of diluted weighted-average common shares outstanding. |
Transactions With Related Par_2
Transactions With Related Parties (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Member Of Board Of Directors , Retired [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 499,000 | $ 443,000 | $ 133,000 |
Son Of Member Of Board Of Directors [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | 1,100,000 | 745,000 | $ 793,000 |
Member Of Board Of Directors Joining 2018 [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 341,000 | $ 296,000 |
Segment And Geographic Inform_3
Segment And Geographic Information (Narrative) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2019USD ($) | [1] | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | [1] | Sep. 30, 2017USD ($) | [1] | Jun. 30, 2017USD ($) | [1] | Mar. 31, 2017USD ($) | [1] | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Number of reportable segments | segment | 2 | |||||||||||||||||||
Revenues | $ 69,697 | $ 67,881 | $ 71,139 | $ 67,505 | $ 67,799 | $ 64,598 | $ 68,496 | $ 61,948 | $ 52,826 | $ 43,999 | $ 47,818 | $ 45,059 | $ 276,222 | $ 262,841 | $ 189,702 | |||||
Intersegment Eliminations [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Revenues | $ 0 | |||||||||||||||||||
[1] | In December 2017 we completed our acquisition of JOTEC, which is operated as a wholly-owned subsidiary of CryoLife. |
Segment And Geographic Inform_4
Segment And Geographic Information (Revenues, Cost Of Products And Services, And Gross Margins For Operating Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | [1] | Jun. 30, 2017 | [1] | Mar. 31, 2017 | [1] | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Total revenues | $ 69,697 | [1] | $ 67,881 | $ 71,139 | $ 67,505 | $ 67,799 | $ 64,598 | $ 68,496 | $ 61,948 | $ 52,826 | [1] | $ 43,999 | $ 47,818 | $ 45,059 | $ 276,222 | $ 262,841 | $ 189,702 | |||
Total cost of products and preservation services | 93,209 | 89,857 | 61,060 | |||||||||||||||||
Total gross margin | 46,552 | [1] | $ 45,222 | $ 46,966 | $ 44,273 | 45,191 | $ 42,714 | $ 45,851 | $ 39,228 | 36,363 | [1] | $ 29,862 | $ 32,905 | $ 29,512 | 183,013 | 172,984 | 128,642 | |||
Goodwill | 186,697 | 188,781 | $ 188,305 | 186,697 | 188,781 | 188,305 | ||||||||||||||
Medical Devices [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Goodwill | 186,700 | 188,800 | 186,700 | 188,800 | ||||||||||||||||
Operating Segments [Member] | Medical Devices [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Total revenues | 197,246 | 187,394 | 119,631 | |||||||||||||||||
Total cost of products and preservation services | 55,022 | 53,772 | 29,798 | |||||||||||||||||
Total gross margin | 142,224 | 133,622 | 89,833 | |||||||||||||||||
Operating Segments [Member] | Preservation Services [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Total revenues | 78,976 | 75,447 | 70,071 | |||||||||||||||||
Total cost of products and preservation services | 38,187 | 36,085 | 31,262 | |||||||||||||||||
Total gross margin | 40,789 | 39,362 | 38,809 | |||||||||||||||||
Domestic [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Total revenues | $ 150,553 | 144,651 | $ 135,102 | |||||||||||||||||
Domestic [Member] | Long-Lived Assets [Member] | Geographic Concentration Risk [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Concentration percentage | 57.00% | |||||||||||||||||||
GERMANY | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Long-lived assets | $ 14,100 | $ 13,100 | $ 14,100 | $ 13,100 | ||||||||||||||||
GERMANY | Long-Lived Assets [Member] | Geographic Concentration Risk [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Concentration percentage | 97.00% | 98.00% | ||||||||||||||||||
[1] | In December 2017 we completed our acquisition of JOTEC, which is operated as a wholly-owned subsidiary of CryoLife. |
Segment And Geographic Inform_5
Segment And Geographic Information (Summary Of Net Revenues By Product And Service) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2019 | [1] | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | [1] | Sep. 30, 2017 | [1] | Jun. 30, 2017 | [1] | Mar. 31, 2017 | [1] | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | $ 69,697 | $ 67,881 | $ 71,139 | $ 67,505 | $ 67,799 | $ 64,598 | $ 68,496 | $ 61,948 | $ 52,826 | $ 43,999 | $ 47,818 | $ 45,059 | $ 276,222 | $ 262,841 | $ 189,702 | |||||
BioGlue [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 68,611 | 66,660 | 65,939 | |||||||||||||||||
JOTEC [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 64,974 | 63,341 | 4,136 | |||||||||||||||||
On-X [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 50,096 | 44,832 | 37,041 | |||||||||||||||||
CardioGenesis Cardiac Laser Therapy [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 6,016 | 6,217 | 6,866 | |||||||||||||||||
PerClot [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 3,795 | 3,767 | 3,533 | |||||||||||||||||
PhotoFix [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 3,754 | 2,577 | 2,116 | |||||||||||||||||
Cardiac Tissue [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 40,879 | 35,683 | 32,510 | |||||||||||||||||
Vascular Tissue [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 38,097 | 39,764 | 37,561 | |||||||||||||||||
Preservation Services [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 78,976 | 75,447 | 70,071 | |||||||||||||||||
Operating Segments [Member] | Medical Devices [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 197,246 | 187,394 | 119,631 | |||||||||||||||||
Operating Segments [Member] | Preservation Services [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | $ 78,976 | $ 75,447 | $ 70,071 | |||||||||||||||||
[1] | In December 2017 we completed our acquisition of JOTEC, which is operated as a wholly-owned subsidiary of CryoLife. |
Segment And Geographic Inform_6
Segment And Geographic Information (Schedule Of Net Revenues By Geographic Location) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2019 | [1] | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | [1] | Sep. 30, 2017 | [1] | Jun. 30, 2017 | [1] | Mar. 31, 2017 | [1] | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total revenues | $ 69,697 | $ 67,881 | $ 71,139 | $ 67,505 | $ 67,799 | $ 64,598 | $ 68,496 | $ 61,948 | $ 52,826 | $ 43,999 | $ 47,818 | $ 45,059 | $ 276,222 | $ 262,841 | $ 189,702 | |||||
Domestic [Member] | ||||||||||||||||||||
Total revenues | 150,553 | 144,651 | 135,102 | |||||||||||||||||
Foreign [Member] | ||||||||||||||||||||
Total revenues | $ 125,669 | $ 118,190 | $ 54,600 | |||||||||||||||||
[1] | In December 2017 we completed our acquisition of JOTEC, which is operated as a wholly-owned subsidiary of CryoLife. |
Selected Quarterly Financial _3
Selected Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2019 | [1] | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | [1] | Sep. 30, 2017 | [1] | Jun. 30, 2017 | [1] | Mar. 31, 2017 | [1] | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Selected Quarterly Financial Information (Unaudited) [Abstract] | |||||||||||||||||||||||
REVENUE | $ 69,697 | $ 67,881 | $ 71,139 | $ 67,505 | $ 67,799 | $ 64,598 | $ 68,496 | $ 61,948 | $ 52,826 | $ 43,999 | $ 47,818 | $ 45,059 | $ 276,222 | $ 262,841 | $ 189,702 | ||||||||
GROSS MARGIN | 46,552 | 45,222 | 46,966 | 44,273 | 45,191 | 42,714 | 45,851 | 39,228 | 36,363 | 29,862 | 32,905 | 29,512 | 183,013 | 172,984 | 128,642 | ||||||||
NET (LOSS) INCOME | $ (681) | $ (134) | $ 2,832 | $ (297) | $ (776) | $ 1,565 | $ 226 | $ (3,855) | $ (3,007) | $ 1,325 | $ 3,163 | $ 2,223 | $ 1,720 | $ (2,840) | $ 3,704 | ||||||||
(LOSS) INCOME PER COMMON SHARE — DILUTED | $ (0.02) | $ 0 | $ 0.07 | $ (0.01) | $ (0.02) | $ 0.04 | $ 0.01 | $ (0.11) | $ (0.09) | $ 0.04 | $ 0.09 | $ 0.06 | $ 0.05 | [2] | $ (0.08) | [2] | $ 0.11 | [2] | |||||
[1] | In December 2017 we completed our acquisition of JOTEC, which is operated as a wholly-owned subsidiary of CryoLife. | ||||||||||||||||||||||
[2] | We excluded stock options from the calculation of diluted weighted-average common shares outstanding if the per share value, including the sum of (i) the exercise price of the options and (ii) the amount of the compensation cost attributed to future services and not yet recognized, was greater than the average market price of the shares, because the inclusion of these stock options would be antidilutive to (loss) income per common share. For the year ended December 31, 2018 all stock options and awards were excluded from the calculation of weighted-average common shares outstanding as these would be antidilutive to the net loss. For the years ended December 31, 2019 and 2017 stock options to purchase 131,000 and 227,000 shares, respectively, were excluded from the calculation of diluted weighted-average common shares outstanding. |