Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-13165 | |
Entity Registrant Name | ARTIVION, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 59-2417093 | |
Entity Address, Address Line One | 1655 Roberts Boulevard, NW | |
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, $0.01 par value | |
Trading Symbol | AORT | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 41,048,608 | |
Entity Central Index Key | 0000784199 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Total revenues | $ 87,854 | $ 76,838 | $ 260,334 | $ 234,391 |
Cost of products and preservation services: | ||||
Total cost of products and preservation services | 31,584 | 28,094 | 92,253 | 82,756 |
Gross margin | 56,270 | 48,744 | 168,081 | 151,635 |
Operating expenses: | ||||
General, administrative, and marketing | 51,093 | 41,051 | 158,699 | 118,989 |
Research and development | 6,421 | 11,799 | 21,062 | 30,575 |
Total operating expenses | 57,514 | 52,850 | 179,761 | 149,564 |
Gain from sale of non-financial assets | 0 | 0 | (14,250) | 0 |
Operating (loss) income | (1,244) | (4,106) | 2,570 | 2,071 |
Interest expense | 6,603 | 4,805 | 19,055 | 12,854 |
Interest income | (339) | (40) | (679) | (86) |
Other expense, net | 1,911 | 3,661 | 5,189 | 7,564 |
Loss before income taxes | (9,419) | (12,532) | (20,995) | (18,261) |
Income tax expense | 382 | 1,181 | 5,720 | 3,100 |
Net loss | $ (9,801) | $ (13,713) | $ (26,715) | $ (21,361) |
Loss per share: | ||||
Basic (in usd per share) | $ (0.24) | $ (0.34) | $ (0.65) | $ (0.53) |
Diluted (in usd per share) | $ (0.24) | $ (0.34) | $ (0.65) | $ (0.53) |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 40,881 | 40,115 | 40,691 | 39,999 |
Diluted (in shares) | 40,881 | 40,115 | 40,691 | 39,999 |
Net loss | $ (9,801) | $ (13,713) | $ (26,715) | $ (21,361) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | (5,010) | (16,895) | 432 | (35,466) |
Comprehensive loss | (14,811) | (30,608) | (26,283) | (56,827) |
Products | ||||
Revenues: | ||||
Total revenues | 63,747 | 55,248 | 192,041 | 171,726 |
Cost of products and preservation services: | ||||
Total cost of products and preservation services | 21,574 | 17,743 | 62,084 | 53,381 |
Preservation services | ||||
Revenues: | ||||
Total revenues | 24,107 | 21,590 | 68,293 | 62,665 |
Cost of products and preservation services: | ||||
Total cost of products and preservation services | $ 10,010 | $ 10,351 | $ 30,169 | $ 29,375 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 53,481 | $ 39,351 |
Trade receivables, net | 64,277 | 61,820 |
Other receivables | 3,993 | 7,764 |
Inventories, net | 78,792 | 74,478 |
Deferred preservation costs, net | 49,391 | 46,371 |
Prepaid expenses and other | 17,175 | 17,550 |
Total current assets | 267,109 | 247,334 |
Goodwill | 242,936 | 243,631 |
Acquired technology, net | 142,675 | 151,263 |
Operating lease right-of-use assets, net | 43,345 | 41,859 |
Property and equipment, net | 37,428 | 38,674 |
Other intangibles, net | 29,398 | 31,384 |
Deferred income taxes | 3,705 | 1,314 |
Other assets | 8,191 | 7,339 |
Total assets | 774,787 | 762,798 |
Current liabilities: | ||
Accounts payable | 10,819 | 12,004 |
Accrued compensation | 13,861 | 13,810 |
Accrued expenses | 9,930 | 12,374 |
Taxes payable | 9,390 | 2,635 |
Current maturities of operating leases | 3,940 | 3,308 |
Accrued procurement fees | 1,860 | 2,111 |
Current portion of long-term debt | 1,552 | 1,608 |
Other liabilities | 3,607 | 1,825 |
Total current liabilities | 54,959 | 49,675 |
Long-term debt | 305,877 | 306,499 |
Contingent consideration | 62,300 | 40,400 |
Non-current maturities of operating leases | 42,862 | 41,257 |
Deferred income taxes | 19,514 | 24,499 |
Deferred compensation liability | 6,460 | 5,468 |
Non-current finance lease obligation | 3,272 | 3,644 |
Other liabilities | 7,568 | 7,027 |
Total liabilities | 502,812 | 478,469 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Preferred stock | 0 | 0 |
Common stock (75,000 shares authorized, 42,537 and 41,830 shares issued and outstanding in 2023 and 2022, respectively) | 425 | 418 |
Additional paid-in capital | 351,307 | 337,385 |
Retained deficit | (43,932) | (17,217) |
Accumulated other comprehensive loss | (21,177) | (21,609) |
Treasury stock, at cost, 1,487 shares as of September 30, 2023 and December 31, 2022 | (14,648) | (14,648) |
Total shareholders' equity | 271,975 | 284,329 |
Total liabilities and shareholders' equity | $ 774,787 | $ 762,798 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - shares shares in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized (in shares) | 75,000 | 75,000 |
Common stock, shares issued (in shares) | 42,537 | 41,830 |
Common stock, shares outstanding (in shares) | 42,537 | 41,830 |
Treasury stock at cost, shares (in shares) | 1,487 | 1,487 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Net cash flows from operating activities: | ||
Net loss | $ (26,715) | $ (21,361) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Change in fair value of contingent consideration | 21,900 | (4,600) |
Depreciation and amortization | 17,260 | 17,016 |
Non-cash compensation | 10,466 | 9,189 |
Non-cash lease expense | 5,467 | 5,656 |
Fair value adjustment of long-term loan | 5,000 | 0 |
Write-down of inventories and deferred preservation costs | 3,726 | 3,116 |
Deferred income taxes | (7,250) | 5,097 |
Gain from sale of non-financial assets | (14,250) | 0 |
Other | 2,325 | 1,523 |
Changes in operating assets and liabilities: | ||
Receivables | 765 | (10,900) |
Accounts payable, accrued expenses, and other liabilities | 412 | (2,103) |
Prepaid expenses and other assets | (527) | (1,788) |
Inventories and deferred preservation costs | (10,592) | (5,781) |
Net cash flows provided by (used in) operating activities | 7,987 | (4,936) |
Net cash flows from investing activities: | ||
Proceeds from sale of non-financial assets, net | 14,250 | 0 |
Payments for Endospan Agreement | (5,000) | 0 |
Capital expenditures | (5,503) | (6,924) |
Other | (1,580) | (1,123) |
Net cash flows provided by (used in) investing activities | 2,167 | (8,047) |
Net cash flows from financing activities: | ||
Proceeds from financing insurance premiums | 3,558 | 0 |
Proceeds from exercise of stock options and issuance of common stock | 3,467 | 3,344 |
Redemption and repurchase of stock to cover tax withholdings | (563) | (1,791) |
Principal payments on short-term notes payable | (1,522) | 0 |
Repayment of term loan | (2,063) | (2,033) |
Other | (382) | (300) |
Net cash flows provided by (used in) financing activities | 2,495 | (780) |
Effect of exchange rate changes on cash and cash equivalents | 1,481 | (3,675) |
Increase (decrease) in cash and cash equivalents | 14,130 | (17,438) |
Cash and cash equivalents beginning of period | 39,351 | 55,010 |
Cash and cash equivalents end of period | $ 53,481 | $ 37,572 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Loss | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2021 | 41,397 | |||||
Beginning balance at Dec. 31, 2021 | $ 300,728 | $ 414 | $ 322,874 | $ 1,975 | $ (9,887) | |
Beginning balance, treasury stock (in shares) at Dec. 31, 2021 | (1,487) | |||||
Beginning balance, treasury stock at Dec. 31, 2021 | $ (14,648) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (21,361) | (21,361) | ||||
Other comprehensive (loss) income | (35,466) | (35,466) | ||||
Equity compensation (in shares) | 269 | |||||
Equity compensation | 9,654 | $ 2 | 9,652 | |||
Exercise of options (in shares) | 149 | |||||
Exercise of options | 1,765 | $ 2 | 1,763 | |||
Employee stock purchase plan (in shares) | 95 | |||||
Employee stock purchase plan | 1,579 | $ 1 | 1,578 | |||
Redemption and repurchase of stock to cover tax withholdings (in shares) | (94) | |||||
Redemption and repurchase of stock to cover tax withholdings | (1,791) | $ (1) | (1,790) | |||
Ending balance (in shares) at Sep. 30, 2022 | 41,816 | |||||
Ending balance at Sep. 30, 2022 | 255,108 | $ 418 | 334,077 | (19,386) | (45,353) | |
Ending balance, treasury stock (in shares) at Sep. 30, 2022 | (1,487) | |||||
Ending balance, treasury stock at Sep. 30, 2022 | $ (14,648) | |||||
Beginning balance (in shares) at Jun. 30, 2022 | 41,744 | |||||
Beginning balance at Jun. 30, 2022 | 281,509 | $ 417 | 329,871 | (5,673) | (28,458) | |
Beginning balance, treasury stock (in shares) at Jun. 30, 2022 | (1,487) | |||||
Beginning balance, treasury stock at Jun. 30, 2022 | $ (14,648) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (13,713) | (13,713) | ||||
Other comprehensive (loss) income | (16,895) | (16,895) | ||||
Equity compensation (in shares) | 7 | |||||
Equity compensation | 3,233 | 3,233 | ||||
Exercise of options (in shares) | 9 | |||||
Exercise of options | 85 | 85 | ||||
Employee stock purchase plan (in shares) | 58 | |||||
Employee stock purchase plan | 941 | $ 1 | 940 | |||
Redemption and repurchase of stock to cover tax withholdings (in shares) | (2) | |||||
Redemption and repurchase of stock to cover tax withholdings | (52) | (52) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 41,816 | |||||
Ending balance at Sep. 30, 2022 | $ 255,108 | $ 418 | 334,077 | (19,386) | (45,353) | |
Ending balance, treasury stock (in shares) at Sep. 30, 2022 | (1,487) | |||||
Ending balance, treasury stock at Sep. 30, 2022 | $ (14,648) | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 41,830 | 41,830 | ||||
Beginning balance at Dec. 31, 2022 | $ 284,329 | $ 418 | 337,385 | (17,217) | (21,609) | |
Beginning balance, treasury stock (in shares) at Dec. 31, 2022 | (1,487) | (1,487) | ||||
Beginning balance, treasury stock at Dec. 31, 2022 | $ (14,648) | $ (14,648) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (26,715) | (26,715) | ||||
Other comprehensive (loss) income | 432 | 432 | ||||
Equity compensation (in shares) | 409 | |||||
Equity compensation | 11,025 | $ 4 | 11,021 | |||
Exercise of options (in shares) | 196 | |||||
Exercise of options | 2,006 | $ 2 | 2,004 | |||
Employee stock purchase plan (in shares) | 142 | |||||
Employee stock purchase plan | 1,461 | $ 2 | 1,459 | |||
Redemption and repurchase of stock to cover tax withholdings (in shares) | (40) | |||||
Redemption and repurchase of stock to cover tax withholdings | $ (563) | $ (1) | (562) | |||
Ending balance (in shares) at Sep. 30, 2023 | 42,537 | 42,537 | ||||
Ending balance at Sep. 30, 2023 | $ 271,975 | $ 425 | 351,307 | (43,932) | (21,177) | |
Ending balance, treasury stock (in shares) at Sep. 30, 2023 | (1,487) | (1,487) | ||||
Ending balance, treasury stock at Sep. 30, 2023 | $ (14,648) | $ (14,648) | ||||
Beginning balance (in shares) at Jun. 30, 2023 | 42,443 | |||||
Beginning balance at Jun. 30, 2023 | 282,508 | $ 424 | 347,030 | (34,131) | (16,167) | |
Beginning balance, treasury stock (in shares) at Jun. 30, 2023 | (1,487) | |||||
Beginning balance, treasury stock at Jun. 30, 2023 | $ (14,648) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (9,801) | (9,801) | ||||
Other comprehensive (loss) income | (5,010) | (5,010) | ||||
Equity compensation (in shares) | 8 | |||||
Equity compensation | 3,392 | 3,392 | ||||
Employee stock purchase plan (in shares) | 86 | |||||
Employee stock purchase plan | $ 886 | $ 1 | 885 | |||
Ending balance (in shares) at Sep. 30, 2023 | 42,537 | 42,537 | ||||
Ending balance at Sep. 30, 2023 | $ 271,975 | $ 425 | $ 351,307 | $ (43,932) | $ (21,177) | |
Ending balance, treasury stock (in shares) at Sep. 30, 2023 | (1,487) | (1,487) | ||||
Ending balance, treasury stock at Sep. 30, 2023 | $ (14,648) | $ (14,648) |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Overview The accompanying Condensed Consolidated Financial Statements include the accounts of Artivion, Inc. and its subsidiaries (“Artivion,” the “Company,” “we,” or “us”). All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying Consolidated Balance Sheet as of December 31, 2022 has been derived from audited financial statements. The accompanying unaudited Condensed Consolidated Financial Statements as of, and for the three and nine months ended, September 30, 2023 and 2022 have been prepared in accordance with (i) accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and (ii) the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the US Securities and Exchange Commission (the “SEC”). Accordingly, such statements do not include all the information and disclosures that are required by US GAAP for a complete presentation of financial statements. In the opinion of management, all adjustments (including those of a normal, recurring nature) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes included in Artivion’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023. Significant Accounting Policies A summary of our significant accounting policies is included in Note 1 of the “Notes to Consolidated Financial Statements” contained in our Form 10-K for the year ended December 31, 2022. Management believes that the consistent application of these policies enables us to provide users of the financial statements with useful and reliable information about our operating results and financial condition. The Condensed Consolidated Financial Statements are prepared in accordance with US GAAP, which require us to make estimates and assumptions. We did not experience any significant changes during the three and nine months ended September 30, 2023 in any of our Significant Accounting Policies from those contained in our Form 10-K for the year ended December 31, 2022. New Accounting Standards Recently Adopted In March 2020 the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2020-04, Reference Rate Reform Topic 848 (“ASC 848”). The amendments in this ASU were put forth in response to the market transition from the LIBOR and other interbank offered rates to alternative reference rates. US GAAP requires entities to evaluate whether a contract modification, such as the replacement or change of a reference rate, results in the establishment of a new contract or continuation of an existing contract. ASC 848 allows an entity to elect not to apply certain modification accounting requirements to contracts affected by reference rate reform. The standard provides this temporary election through December 31, 2022 and cannot be applied to contract modifications that occur after December 31, 2022. In January 2021 the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) . The objective of the new reference rate reform standard is to clarify the scope of Topic 848 and provide explicit guidance to help companies applying optional expedients and exceptions. We adopted ASU 2020-04 and ASU 2021-01 on a prospective basis in fiscal year 2022. The adoption of ASU 2020-04 and ASU 2021-01 did not have a material impact on our financial condition or results of operations. |
Sale of PerClot
Sale of PerClot | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of PerClot | Sale of PerClot Overview On July 28, 2021 we entered into an asset purchase agreement, Transitional Manufacturing and Supply Agreement (“TMSA”), and other ancillary agreements related to the sale of PerClot®, a polysaccharide hemostatic agent used in surgery (“PerClot”), to a subsidiary of Baxter International, Inc. (“Baxter”) and an agreement to terminate all of our material agreements with Starch Medical, Inc. (“SMI”) related to PerClot (collectively the “Baxter Transaction”). Under the terms of the Baxter Transaction, Baxter will pay an aggregate of up to $54.5 million in consideration (we will receive up to $41.0 million and SMI will receive up to $13.5 million), consisting of (i) $25.0 million at closing, of which $6.0 million was paid to SMI; (ii) $18.8 million upon our receipt of Premarket Approval (“PMA”) from the US Food and Drug Administration (the “FDA”) for PerClot and our transfer of the PMA to Baxter, of which $4.5 million was paid to SMI; and (iii) up to $10.0 million upon Baxter’s achievement of certain cumulative worldwide net sales of PerClot prior to December 31, 2026 and December 31, 2027, of which up to $3.0 million is payable to SMI. In addition, at the conclusion of our manufacturing and supply services for Baxter, Baxter will pay $780,000 upon transfer of our PerClot manufacturing equipment. Under the terms of the Baxter Transaction, we will continue to provide to Baxter certain transition services relating to the sale of SMI PerClot outside of the US. Within the terms of the TMSA, we will manufacture and supply PerClot for Baxter post PMA for a contractual period of 21 months, subject to short-term renewal provisions. PerClot PMA On May 23, 2023 the FDA granted PMA of PerClot for use to control bleeding in certain open and laparoscopic surgical procedures. Pursuant to the terms of the TMSA of the Baxter Transaction, we transferred the ownership of the PMA to Baxter following approval. In May 2023 we received a payment of $18.8 million from Baxter, of which $4.5 million was paid to SMI. As a result, we recorded a pre-tax gain of $14.3 million as the assets were derecognized upon closing of the Baxter Transaction in fiscal year 2021, included as Gain from sale of non-financial assets within the Condensed Consolidated Statements of Operations and Comprehensive Loss for the nine months ended September 30, 2023. Following receipt of the PMA, under the terms of the TMSA, we began manufacturing and supplying PerClot for Baxter and recorded $2.0 million and $3.6 million of PerClot revenues on the Condensed Consolidated Statements of Operations and Comprehensive Loss during the three and nine months ended September 30, 2023, respectively. The Company accounted for this TMSA in accordance with the provision of ASU 2016-02, Leases Topic 842 (“ASC 842”) by bifurcating the lease and non-lease components and recognizing each component based on ASC 842 and ASU 2014-09, Revenue from Contracts with Customers Topic 606 . The amount of lease revenue was $87,000 and $101,000 for the three and nine months ended September 30, 2023, respectively. |
Agreements with Endospan
Agreements with Endospan | 9 Months Ended |
Sep. 30, 2023 | |
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract] | |
Agreements with Endospan | Agreements with Endospan Exclusive Distribution Agreement and Securities Purchase Option Agreement On September 11, 2019 Artivion’s wholly owned subsidiary, JOTEC GmbH (“JOTEC”), entered into an exclusive distribution agreement with Endospan Ltd. (“Endospan”), an Israeli corporation, pursuant to which JOTEC obtained exclusive distribution rights for NEXUS and accessories in certain countries in Europe in exchange for a fixed distribution fee of $9.0 million paid in September 2019. We also entered into a securities purchase option agreement (“Endospan Option”) with Endospan for $1.0 million paid in September 2019. The Endospan Option provides Artivion the option to purchase all 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 and $450.0 million before, or within a certain period of time after 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. Loan Agreement Artivion and Endospan also entered into a loan agreement (“Endospan Loan”), dated September 11, 2019, in which Artivion agreed to provide Endospan a secured loan of up to $15.0 million to be funded in three tranches of $5.0 million each. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Financial Instruments The following is a summary of our financial instruments measured at fair value on a recurring basis (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 22,548 $ — $ — $ 22,548 Certificates of deposit 2,059 — — 2,059 Total assets $ 24,607 $ — $ — $ 24,607 Long-term liabilities: Contingent consideration — — (62,300) (62,300) Total liabilities $ — $ — $ (62,300) $ (62,300) December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 10,098 $ — $ — $ 10,098 Total assets $ 10,098 $ — $ — $ 10,098 Long-term liabilities: Contingent consideration — — (40,400) (40,400) Total liabilities $ — $ — $ (40,400) $ (40,400) We used prices quoted from our investment advisors to determine the Level 1 valuation of our investments in money market funds and certificates of deposit. The estimated market value of all cash equivalents is equal to cost basis as there were no gross realized gains or losses on cash equivalents for the three and nine months ended September 30, 2023 and 2022. On September 2, 2020 we entered into a Securities Purchase Agreement to acquire 100% of the outstanding equity interests of Ascyrus Medical LLC (“Ascyrus”). Ascyrus developed the AMDS, the world’s first aortic arch remodeling device for use in the treatment of acute Type A aortic dissections. As part of the acquisition, we may be required to pay additional consideration in cash of up to $100.0 million to the former shareholders of Ascyrus upon the achievement of certain milestones and the sales-based additional earn-out. The contingent consideration represents the estimated fair value of future potential payments. The fair value of the contingent consideration liability was estimated by discounting to present value the contingent payments expected to be made based on a probability-weighted scenario approach. We applied a discount rate based on our unsecured credit spread and the term commensurate risk-free rate to the additional consideration to be paid, and then applied a risk-based estimate of the probability of achieving each scenario to calculate the fair value of the contingent consideration. This fair value measurement was based on unobservable inputs, including management estimates and assumptions about the future achievement of milestones and future estimate of revenues, and is, therefore, classified as Level 3 within the fair value hierarchy. We used a discount rate of approximately 7% and estimated future achievement of milestone dates between 2025 and 2026 to calculate the fair value of contingent consideration as of September 30, 2023. We will remeasure this liability at each reporting date and will record changes in the fair value of the contingent consideration in General, administrative, and marketing expenses on the Condensed Consolidated Statements of Operations and Comprehensive Loss. Increases or decreases in the fair value of the contingent consideration liability can result from changes in passage of time, discount rates, the timing and amount of our revenue estimates, and the timing and expectation of regulatory approvals. We performed an assessment of the fair value of the contingent consideration and recorded an expense of $6.2 million and $21.9 million for the three and nine months ended September 30, 2023, respectively, and an expense of $400,000 and income of $4.6 million for the three and nine months ended September 30, 2022, respectively, in General, administrative, and marketing expenses on the Condensed Consolidated Statements of Operations and Comprehensive Loss, as a result of this assessment. The fair value of the contingent consideration component of the Ascyrus acquisition was updated using Level 3 inputs. Changes in fair value of Level 3 assets and liabilities are listed in the tables below (in thousands): Contingent Consideration Balance as of December 31, 2022 $ (40,400) Change in valuation (21,900) Balance as of September 30, 2023 $ (62,300) 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. Although we believe that the recorded fair values of our financial instruments are appropriate, these fair values may not be reflective of future fair values. |
Inventories, net and Deferred P
Inventories, net and Deferred Preservation Costs | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, net and Deferred Preservation Costs | Inventories, net and Deferred Preservation Costs Inventories, net at September 30, 2023 and December 31, 2022 were comprised of the following (in thousands): September 30, December 31, Raw materials and supplies $ 35,639 $ 36,715 Work-in-process 13,042 10,476 Finished goods 30,111 27,287 Total inventories, net $ 78,792 $ 74,478 To facilitate product usage, we maintain consignment inventory of our On-X heart valves at domestic hospital locations and On-X heart valves and aortic stent grafts at international hospital locations. We retain title and control over this consignment inventory until the device is implanted, at which time we invoice the hospital and recognize revenue. As of September 30, 2023 we had $11.1 million in consignment inventory, with approximately 43% in domestic locations and 57% in international locations. As of December 31, 2022 we had $12.7 million in consignment inventory, with approximately 41% in domestic locations and 59% in international locations. Total deferred preservation costs were $49.4 million and $46.4 million as of September 30, 2023 and December 31, 2022, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Indefinite Lived Intangible Assets As of September 30, 2023 and December 31, 2022 the carrying values of our indefinite lived intangible assets were as follows (in thousands): September 30, December 31, Goodwill $ 242,936 $ 243,631 In-process R&D 2,066 2,080 Procurement contracts and agreements 2,013 2,013 We monitor the phases of development of our acquired in-process research and development 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 research and development projects are reviewed for impairment annually, or more frequently, if events or changes in circumstances indicate that the asset might be impaired. We did not record any impairment of indefinite lived intangible assets during the three and nine months ended September 30, 2023. In-process research and development, procurement contracts and agreements are included in Other intangibles, net on the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022. 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 evaluate our goodwill and non-amortizing intangible assets for impairment on an annual basis during the fourth quarter of the year, and, if necessary, during interim periods if factors indicate that an impairment review is warranted. As of September 30, 2023 we concluded that our assessment of current factors did not indicate that goodwill or non-amortizing intangible assets are more likely than not to be impaired. We will continue to evaluate the recoverability of these non-amortizing intangible assets in future periods as necessary. As of September 30, 2023 and December 31, 2022 the carrying value of goodwill, all of which is related to our Medical Devices segment, was as follows (in thousands): Medical Devices Segment Balance as of December 31, 2022 $ 243,631 Foreign currency translation (695) Balance as of September 30, 2023 $ 242,936 Definite Lived Intangible Assets The definite lived intangible assets balance includes balances related to acquired technology, customer relationships, distribution and manufacturing rights and know-how, patents, and other definite lived intangible assets. As of September 30, 2023 and December 31, 2022 the gross carrying values, accumulated amortization, and approximate amortization period of our definite lived intangible assets were as follows (in thousands, except weighted average useful life): September 30, 2023 Gross Carrying Accumulated Net Carrying Weighted Average Acquired technology $ 197,768 $ 55,093 $ 142,675 18.2 Other intangibles: Customer lists and relationships 28,648 9,973 18,675 21.6 Distribution and manufacturing rights and know-how 9,211 7,052 2,159 5.0 Patents 4,322 3,210 1,112 17.0 Other 6,684 3,311 3,373 5.0 Total other intangibles $ 48,865 $ 23,546 $ 25,319 10.3 December 31, 2022 Gross Carrying Accumulated Net Carrying Weighted Average Acquired technology $ 198,420 $ 47,157 $ 151,263 18.2 Other intangibles: Customer lists and relationships 31,030 11,100 19,930 20.5 Distribution and manufacturing rights and know-how 9,274 5,796 3,478 5.0 Patents 4,246 3,180 1,066 17.0 Other 5,360 2,543 2,817 4.4 Total other intangibles $ 49,910 $ 22,619 $ 27,291 10.3 Amortization Expense The following is a summary of amortization expense as recorded in General, administrative, and marketing expenses on our Condensed Consolidated Statement of Operations and Comprehensive Loss (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Amortization expense $ 3,766 $ 3,686 $ 11,453 $ 11,675 As of September 30, 2023 scheduled amortization of intangible assets for the next five years is as follows (in thousands): Remainder 2024 2025 2026 2027 2028 Total Amortization expense $ 3,720 $ 14,700 $ 12,848 $ 12,617 $ 12,511 $ 12,313 $ 68,709 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income Tax Expense Our effective income tax rate was an expense of 4% and 27% for the three and nine months ended September 30, 2023, respectively, as compared to an expense of 9% and 17% for the three and nine months ended September 30, 2022, respectively. Our income tax rate for the three and nine months ended September 30, 2023 was primarily impacted by changes in pre-tax book loss, valuation allowance against our net deferred tax assets, non-deductible executive compensation, the foreign derived intangible income deduction, the research and development tax credit, return to provision adjustments in foreign jurisdictions, and changes in our uncertain tax position liabilities. Our income tax rate for the three and nine months ended September 30, 2022 was primarily impacted by changes in valuation allowance against our net deferred tax assets, non-deductible executive compensation, the foreign derived intangible income deduction, the research and development tax credit, changes in our uncertain tax position liabilities, and tax shortfalls on stock compensation. Deferred Income Taxes We generate deferred tax assets primarily as a result of finance and operating leases, net operating losses, excess interest carryforward, accrued compensation, and stock compensation. Our deferred tax liabilities are primarily comprised of intangible assets acquired in previous years, finance and operating leases, and unrealized gains and losses. We maintained a net deferred tax liability of $15.8 million and $23.2 million as of September 30, 2023 and December 31, 2022, respectively. Our valuation allowance against our deferred tax assets was $25.2 million and $17.9 million as of September 30, 2023 and December 31, 2022, respectively, primarily related to net operating loss carryforwards, disallowed excess interest carryforwards, and capitalized research and development expenses. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
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. Information related to leases included in the Condensed Consolidated Balance Sheets was as follows (in thousands, except lease term and discount rate): Operating leases: September 30, December 31, Operating lease right-of-use assets $ 59,975 $ 56,061 Accumulated amortization (16,630) (14,202) Operating lease right-of-use assets, net $ 43,345 $ 41,859 Current maturities of operating leases $ 3,940 $ 3,308 Non-current maturities of operating leases 42,862 41,257 Total operating lease liabilities $ 46,802 $ 44,565 Finance leases: Property and equipment, at cost $ 6,421 $ 6,408 Accumulated amortization (2,869) (2,498) Property and equipment, net $ 3,552 $ 3,910 Current maturities of finance leases $ 529 $ 513 Non-current maturities of finance leases 3,272 3,644 Total finance lease liabilities $ 3,801 $ 4,157 Weighted average remaining lease term (in years): Operating leases 10.7 11.9 Finance leases 7.1 7.8 Weighted average discount rate: Operating leases 6.3% 5.9% Finance leases 2.1% 2.1% Current maturities of finance leases are included as a component of Other current liabilities Three Months Ended Nine Months Ended 2023 2022 2023 2022 Amortization of property and equipment $ 136 $ 127 $ 400 $ 395 Interest expense on finance leases 20 22 62 69 Total finance lease expense 156 149 462 464 Operating lease expense 1,836 1,853 5,467 5,656 Sublease income (87) (92) (101) (275) Total lease expense $ 1,905 $ 1,910 $ 5,828 $ 5,845 A summary of our cash flow information related to leases was as follows (in thousands): Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities: 2023 2022 Operating cash flows for operating leases $ 5,422 $ 4,939 Financing cash flows for finance leases 396 346 Operating cash flows for finance leases 62 62 Future minimum lease payments and sublease rental income are as follows (in thousands): Finance Operating Remainder of 2023 $ 139 $ 1,460 2024 606 6,119 2025 585 6,652 2026 567 6,162 2027 557 5,865 Thereafter 1,626 39,441 Total minimum lease payments $ 4,080 $ 65,699 Less amount representing interest (279) (18,897) Present value of net minimum lease payments 3,801 46,802 Less current maturities (529) (3,940) Lease liabilities, less current maturities $ 3,272 $ 42,862 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Agreement On December 1, 2017 we entered into a credit and guaranty agreement for a $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” and, 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 June 2, 2021 we entered into an amendment to our Credit Agreement to extend the maturity dates of both our Term Loan and Revolving Credit Facility. As part of the amendment, the maturity dates of both our Term Loan and Revolving Credit Facility were each extended by two and one-half years, until June 1, 2027 and June 1, 2025, respectively, subject to earlier springing maturities triggered if our 4.25% Convertible Senior Notes, described below, remain outstanding on April 1, 2025 and December 31, 2024, respectively. With respect to the Term Loan, if the Convertible Senior Notes remain outstanding on April 1, 2025, the Term Loan’s maturity date will be April 1, 2025, or, if the Convertible Senior Notes’ own maturity date has been extended, the earlier of (i) 91 days prior to the Convertible Senior Notes’ new maturity date and (ii) June 1, 2027. In the case of the Revolving Credit Facility, if the Convertible Senior Notes are still outstanding on December 31, 2024, the Revolving Credit Facility’s maturity date will be either December 31, 2024 or, if the Convertible Senior Notes’ own maturity date has been extended, the earlier of (i) 182 days prior to the Convertible Senior Notes’ new maturity date and (ii) June 1, 2025. Under the amendment, the Term Loan Facility bears interest, at our option, at a floating annual rate equal to either the base rate, plus a margin of 2.50%, or LIBOR, plus a margin of 3.50%. Prior to the amendment, the optional floating annual rate was equal to either the base rate plus a margin of 2.25%, or LIBOR, plus a margin of 3.25%. We paid debt issuance costs of $2.1 million, of which $1.8 million will be amortized over the life of the Term Loan Facility and included in current and long-term debt on the Condensed Consolidated Balance Sheets. The remaining $361,000 of debt issuance costs and $474,000 of non-cash debt extinguishment costs were recorded in Interest expense on the Condensed Consolidated Statements of Operations and Comprehensive Loss. As discussed in our Annual Report on Form 10-K for the year ended December 31, 2022 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 (including cash dividends), merge or consolidate, change business or accounting or reporting practices, in each case subject to customary exceptions for a credit facility of this size and type. Beginning in 2021 if we repay borrowings under our Revolving Credit Facility to 25% or less, no financial maintenance covenants, including the minimum liquidity covenant and the maximum first lien net leverage ratio covenant, are applicable. No amounts are outstanding on the Revolving Credit Facility as of September 30, 2023. We are in compliance with our debt covenants as of September 30, 2023. On December 19, 2022 in accordance with adopting ASU 2020-04 and 2021-01, we entered into an amendment to our Credit Agreement to replace the LIBOR based benchmark interest rate with the Secured Overnight Financing Rate (“SOFR”) based benchmark interest rate for our Term Loan Facility and our Revolving Credit Facility. Based on historical analysis of the differences between the benchmark rates, SOFR is adjusted to arrive at a Term SOFR rate that serves as the replacement base rate for LIBOR under our amended credit facilities. Under this amendment, at the maturity of our existing LIBOR-based loan on December 30, 2022, the interest rate at the repricing of our Term Loan Facility was calculated as Term SOFR plus a fixed percentage credit spread of 3.50%. The loan under the Revolving Credit Facility bears interest at Term SOFR plus a margin of between 4.00% and 4.25%, depending on our consolidated leverage ratio. As of September 30, 2023 the aggregate interest rate of the Credit Agreement was 8.93% per annum. Convertible Senior Notes On June 18, 2020 we issued $100.0 million aggregate principal amount of 4.25% Convertible Senior Notes with a maturity date of July 1, 2025 (the “Convertible Senior Notes”). The net proceeds from this offering, after deducting initial purchasers’ discounts and costs directly related to this offering, were approximately $96.5 million. On January 1, 2021 we adopted ASU 2020-06 and adjusted the carrying balance of the Convertible Senior Notes to notional. The Convertible Senior Notes balance was $100.0 million recorded in Long-term debt on the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022. The Convertible Senior Notes may be settled in cash, stock, or a combination thereof, solely at our discretion. The initial conversion rate of the Convertible Senior Notes is 42.6203 shares per $1,000 principal amount, which is equivalent to a conversion price of approximately $23.46 per share, subject to adjustments. We use the if-converted method for assumed conversion of the Convertible Senior Notes for the diluted earnings per share calculation. The fair value and the effective interest rate of the Convertible Senior Notes as of September 30, 2023 was approximately $101.6 million and 5.05%, respectively. The fair value was based on market prices observable for similar instruments and is considered Level 2 in the fair value hierarchy. The interest expense recognized on the Convertible Senior Notes includes $1.2 million and $3.7 million for the three and nine months ended September 30, 2023 and 2022, respectively, related to the aggregate of the contractual coupon interest and the amortization of the debt issuance costs . Interest on the Convertible Senior Notes began accruing upon issuance and is payable semi-annually. There were $1.3 million and $1.9 million of unamortized debt issuance costs related to Convertible Senior Notes as of September 30, 2023 and December 31, 2022 , respectively. Holders of the Convertible Senior Notes may convert their notes at their option at any time prior to January 1, 2025, but only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (iii) we give a notice of redemption with respect to any or all of the notes, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (iv) upon the occurrence of specified corporate events. On or after January 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances. We became eligible to redeem the Convertible Senior Notes beginning on July 5, 2023, following the expiration of their non-redemption period. We are able to redeem the Convertible Senior Notes in whole or in part, at our option, if the last reported sale price per share of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. We may redeem for cash all or part of the Convertible Senior Notes at a redemption price equal to 100% of the principal amount of the redeemable Convertible Senior Notes, plus accrued and unpaid interest to, but excluding, the redemption date. No principal payments are due on the Convertible Senior Notes prior to maturity. Other than restrictions relating to certain fundamental changes and consolidations, mergers or asset sales and customary anti-dilution adjustments, the Convertible Senior Notes do not contain any financial covenants and do not restrict us from conducting significant restructuring transactions or issuing or repurchasing any of its other securities. Loan Balances The short-term and long-term balances of our Term Loan and other long-term borrowings were as follows (in thousands): September 30, December 31, Term Loan balance $ 212,063 $ 213,750 Convertible Senior Notes 100,000 100,000 2.45% Sparkasse Zollernalb (KFW Loan 1) 117 296 1.40% Sparkasse Zollernalb (KFW Loan 2) 530 733 Total loan balance 312,710 314,779 Less unamortized loan origination costs (5,281) (6,672) Net borrowings 307,429 308,107 Less short-term loan balance (1,552) (1,608) Long-term loan balance $ 305,877 $ 306,499 Interest Expense |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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. The amounts recorded in these Condensed Consolidated Financial Statements as of September 30, 2023 and the Consolidated Financial Statements as of December 31, 2022 represent our estimate of the probable losses and anticipated recoveries for incurred but not reported claims related to products sold and services performed prior to the balance sheet date. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 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. • Other – PerClot manufacturing and supply agreement with Baxter, sales of CardioGenesis cardiac laser therapy prior to business abandonment in June 2023 described below, and original equipment manufacturing sales of aortic stent grafts and On-X products. For the three and nine months ended September 30, 2023 and 2022 the sources of revenue were as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Domestic hospitals $ 43,794 $ 40,710 $ 126,764 $ 116,512 International hospitals 24,481 23,655 80,543 78,368 International distributors 16,616 11,469 46,166 34,685 Other 2,963 1,004 6,861 4,826 Total sources of revenue $ 87,854 $ 76,838 $ 260,334 $ 234,391 Also see segment disaggregation information in Note 14 below. In February 2023 our supplier of CardioGenesis cardiac laser therapy handpieces informed us that it was exiting the business and will no longer be supplying handpieces effective immediately because the sole-source manufacturer of tubing used in the handpiece assembly had gone out of business and a new supplier had yet to be identified and qualified. We evaluated the impact of this disruption on our CardioGenesis cardiac laser therapy business and possible avenues for resumption of supply including the evaluation of alternate suppliers and handpiece manufacturers. As of June 30, 2023 we were unable to identify an alternative source of supply or handpiece manufacturer and do not foresee a resumption of this business in the future. As a result, we wrote-off all of our CardioGenesis cardiac laser therapy assets and recorded an expense of $390,000 during the nine months ended September 30, 2023 on our Condensed Consolidated Statements of Operations and Comprehensive Loss. 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 September 30, 2023 and 2022. 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 September 30, 2023 and 2022 was not material. |
Stock Compensation
Stock Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Compensation | Stock Compensation Overview We have stock option and stock incentive plans for employees and non-employee directors that provide for grants of restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance stock units (“PSUs”), and options to purchase shares of our common stock at exercise prices generally equal to the fair value of such stock at the dates of grant. We also maintain a shareholder-approved Employee Stock Purchase Plan (“ESPP”) for the benefit of our employees. The ESPP allows eligible employees 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. Equity Grants During the nine months ended September 30, 2023 the Compensation Committee of our Board of Directors (the “Committee”) authoriz ed awards from approved stock incentive plans of RSAs to non-employee directors and RSUs and PSUs to certain employees and company officers, which, assuming that performance under the PSUs will be achieved at target levels, together totaled 616,000 shares and had an aggregate grant date fair value of $8.5 million. During the nine months ended September 30, 2022 the Committee authorized awards from approved stock incentive plans of RSAs to non-employee directors and RSUs and PSUs to certain employees and company officers, which, assuming that performance under the PSUs were to be achieved at target levels, together totaled 520,000 shares and had an aggregate grant date fair value of $9.7 million. During the nine months ended September 30, 2023 and 2022 the Committee authorized, from approved stock incentive plans, grants of stock options to purchase a total of 16,000 and 314,000 shares, respectively, to certain company officers. The exercise prices of the options were equal to the closing stock prices on their respective grant dates. Employees purchased common stock totaling 86,000 and 142,000 shares in the three and nine months ended September 30, 2023, respectively, as compared to 58,000 and 95,000 shares in the three and nine months ended September 30, 2022, respectively, through the ESPP. Stock Compensation Expense The following weighted-average assumptions were used to determine the fair value of options and shares purchased under the ESPP: Three Months Ended Nine Months Ended Stock Options ESPP Stock Options ESPP Expected life 5.0 Years 0.5 Years 5.0 Years 0.5 Years Expected stock price volatility 0.45 0.42 0.45 0.66 Risk-free interest rate 4.11% 5.47% 3.99% 4.77% The following table summarizes total stock compensation expenses prior to the capitalization of amounts into Deferred preservation and Inventory costs (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 RSA, RSU, and PSU expense $ 2,647 $ 2,622 $ 8,685 $ 7,860 Stock option and ESPP expense 745 611 2,340 1,794 Total stock compensation expense $ 3,392 $ 3,233 $ 11,025 $ 9,654 |
Loss Per Common Share
Loss Per Common Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Loss Per Common Share The following table sets forth the computation of basic and diluted loss per common share (in thousands, except per share data): Three Months Ended Nine Months Ended Basic loss per common share 2023 2022 2023 2022 Net loss $ (9,801) $ (13,713) $ (26,715) $ (21,361) Net loss allocated to participating securities 39 70 108 109 Net loss allocated to common shareholders $ (9,762) $ (13,643) $ (26,607) $ (21,252) Basic weighted-average common shares outstanding 40,881 40,115 40,691 39,999 Basic loss per common share $ (0.24) $ (0.34) $ (0.65) $ (0.53) Three Months Ended Nine Months Ended Diluted loss per common share 2023 2022 2023 2022 Net loss $ (9,801) $ (13,713) $ (26,715) $ (21,361) Net loss allocated to participating securities 39 70 108 109 Net loss allocated to common shareholders $ (9,762) $ (13,643) $ (26,607) $ (21,252) Diluted weighted-average common shares outstanding 40,881 40,115 40,691 39,999 Diluted loss per common share $ (0.24) $ (0.34) $ (0.65) $ (0.53) 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 per common share. For the three and nine months ended September 30, 2023 and 2022 all stock options and awards were excluded from the calculation of diluted weighted-average common shares outstanding as these would be antidilutive due to the net loss. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment 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 aortic stent grafts, On-X, surgical sealants, and other product revenues. Aortic stent grafts include aortic arch stent grafts, abdominal stent grafts, and synthetic vascular grafts. Aortic arch stent grafts include our E-vita Open NEO, E-vita Open Plus, AMDS, NEXUS, NEXUS DUO, and E-vita Thoracic 3G. Abdominal stent grafts include our E-xtra Design Engineering, E-nside, E-tegra, E-ventus BX, and E-liac products. Surgical sealants include BioGlue Surgical Adhesive products. 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): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenues: Medical devices $ 63,747 $ 55,248 $ 192,041 $ 171,726 Preservation services 24,107 21,590 68,293 62,665 Total revenues 87,854 76,838 260,334 234,391 Cost of products and preservation services: Medical devices 21,574 17,743 62,084 53,381 Preservation services 10,010 10,351 30,169 29,375 Total cost of products and preservation services 31,584 28,094 92,253 82,756 Gross margin: Medical devices 42,173 37,505 129,957 118,345 Preservation services 14,097 11,239 38,124 33,290 Total gross margin $ 56,270 $ 48,744 $ 168,081 $ 151,635 The following table summarizes net revenues by product and service (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Products: Aortic stent grafts $ 25,523 $ 19,674 $ 80,032 $ 69,013 On-X 18,744 16,456 54,346 47,082 Surgical sealants 16,234 17,374 49,503 49,022 Other 3,246 1,744 8,160 6,609 Total products 63,747 55,248 192,041 171,726 Preservation services 24,107 21,590 68,293 62,665 Total revenues $ 87,854 $ 76,838 $ 260,334 $ 234,391 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (9,801) | $ (13,713) | $ (26,715) | $ (21,361) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 shares | Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On September 11, 2023 J. Patrick Mackin, our Chairman, President, and Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement, pursuant to which he may sell up to 59,225 shares of the Company's common stock. The trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The duration of the trading arrangement is from December 14, 2023 to February 21, 2024. | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
J. Patrick Mackin [Member] | ||
Trading Arrangements, by Individual | ||
Name | J. Patrick Mackin | |
Title | Chairman, President, and Chief Executive Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | September 11, 2023 | |
Arrangement Duration | 69 days | |
Aggregate Available | 59,225 | 59,225 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
New Accounting Standards | New Accounting Standards Recently Adopted In March 2020 the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2020-04, Reference Rate Reform Topic 848 (“ASC 848”). The amendments in this ASU were put forth in response to the market transition from the LIBOR and other interbank offered rates to alternative reference rates. US GAAP requires entities to evaluate whether a contract modification, such as the replacement or change of a reference rate, results in the establishment of a new contract or continuation of an existing contract. ASC 848 allows an entity to elect not to apply certain modification accounting requirements to contracts affected by reference rate reform. The standard provides this temporary election through December 31, 2022 and cannot be applied to contract modifications that occur after December 31, 2022. In January 2021 the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) . The objective of the new reference rate reform standard is to clarify the scope of Topic 848 and provide explicit guidance to help companies applying optional expedients and exceptions. We adopted ASU 2020-04 and ASU 2021-01 on a prospective basis in fiscal year 2022. The adoption of ASU 2020-04 and ASU 2021-01 did not have a material impact on our financial condition or results of operations. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Instruments Measured at Fair Value | The following is a summary of our financial instruments measured at fair value on a recurring basis (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 22,548 $ — $ — $ 22,548 Certificates of deposit 2,059 — — 2,059 Total assets $ 24,607 $ — $ — $ 24,607 Long-term liabilities: Contingent consideration — — (62,300) (62,300) Total liabilities $ — $ — $ (62,300) $ (62,300) December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 10,098 $ — $ — $ 10,098 Total assets $ 10,098 $ — $ — $ 10,098 Long-term liabilities: Contingent consideration — — (40,400) (40,400) Total liabilities $ — $ — $ (40,400) $ (40,400) |
Reconciliation of Changes in Fair Value of Level 3 Liabilities | Changes in fair value of Level 3 assets and liabilities are listed in the tables below (in thousands): Contingent Consideration Balance as of December 31, 2022 $ (40,400) Change in valuation (21,900) Balance as of September 30, 2023 $ (62,300) |
Inventories, Net And Deferred_2
Inventories, Net And Deferred Preservation Costs (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories, net at September 30, 2023 and December 31, 2022 were comprised of the following (in thousands): September 30, December 31, Raw materials and supplies $ 35,639 $ 36,715 Work-in-process 13,042 10,476 Finished goods 30,111 27,287 Total inventories, net $ 78,792 $ 74,478 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Values of Indefinite Lived Intangible Assets | As of September 30, 2023 and December 31, 2022 the carrying values of our indefinite lived intangible assets were as follows (in thousands): September 30, December 31, Goodwill $ 242,936 $ 243,631 In-process R&D 2,066 2,080 Procurement contracts and agreements 2,013 2,013 |
Schedule of Goodwill by Reportable Segment | As of September 30, 2023 and December 31, 2022 the carrying value of goodwill, all of which is related to our Medical Devices segment, was as follows (in thousands): Medical Devices Segment Balance as of December 31, 2022 $ 243,631 Foreign currency translation (695) Balance as of September 30, 2023 $ 242,936 |
Schedule of Gross Carrying Values, Accumulated Amortization, and Approximate Amortization Period of Definite Lived Intangible Assets | As of September 30, 2023 and December 31, 2022 the gross carrying values, accumulated amortization, and approximate amortization period of our definite lived intangible assets were as follows (in thousands, except weighted average useful life): September 30, 2023 Gross Carrying Accumulated Net Carrying Weighted Average Acquired technology $ 197,768 $ 55,093 $ 142,675 18.2 Other intangibles: Customer lists and relationships 28,648 9,973 18,675 21.6 Distribution and manufacturing rights and know-how 9,211 7,052 2,159 5.0 Patents 4,322 3,210 1,112 17.0 Other 6,684 3,311 3,373 5.0 Total other intangibles $ 48,865 $ 23,546 $ 25,319 10.3 December 31, 2022 Gross Carrying Accumulated Net Carrying Weighted Average Acquired technology $ 198,420 $ 47,157 $ 151,263 18.2 Other intangibles: Customer lists and relationships 31,030 11,100 19,930 20.5 Distribution and manufacturing rights and know-how 9,274 5,796 3,478 5.0 Patents 4,246 3,180 1,066 17.0 Other 5,360 2,543 2,817 4.4 Total other intangibles $ 49,910 $ 22,619 $ 27,291 10.3 |
Summary of Amortization Expense | The following is a summary of amortization expense as recorded in General, administrative, and marketing expenses on our Condensed Consolidated Statement of Operations and Comprehensive Loss (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Amortization expense $ 3,766 $ 3,686 $ 11,453 $ 11,675 |
Scheduled Amortization of Intangible Assets for Next Five Years | As of September 30, 2023 scheduled amortization of intangible assets for the next five years is as follows (in thousands): Remainder 2024 2025 2026 2027 2028 Total Amortization expense $ 3,720 $ 14,700 $ 12,848 $ 12,617 $ 12,511 $ 12,313 $ 68,709 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information Related to Leases | Information related to leases included in the Condensed Consolidated Balance Sheets was as follows (in thousands, except lease term and discount rate): Operating leases: September 30, December 31, Operating lease right-of-use assets $ 59,975 $ 56,061 Accumulated amortization (16,630) (14,202) Operating lease right-of-use assets, net $ 43,345 $ 41,859 Current maturities of operating leases $ 3,940 $ 3,308 Non-current maturities of operating leases 42,862 41,257 Total operating lease liabilities $ 46,802 $ 44,565 Finance leases: Property and equipment, at cost $ 6,421 $ 6,408 Accumulated amortization (2,869) (2,498) Property and equipment, net $ 3,552 $ 3,910 Current maturities of finance leases $ 529 $ 513 Non-current maturities of finance leases 3,272 3,644 Total finance lease liabilities $ 3,801 $ 4,157 Weighted average remaining lease term (in years): Operating leases 10.7 11.9 Finance leases 7.1 7.8 Weighted average discount rate: Operating leases 6.3% 5.9% Finance leases 2.1% 2.1% |
Summary of Lease Costs | A summary of lease expenses for our finance and operating leases included in General, administrative, and marketing expenses on our Condensed Consolidated Statements of Operations and Comprehensive Loss was as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Amortization of property and equipment $ 136 $ 127 $ 400 $ 395 Interest expense on finance leases 20 22 62 69 Total finance lease expense 156 149 462 464 Operating lease expense 1,836 1,853 5,467 5,656 Sublease income (87) (92) (101) (275) Total lease expense $ 1,905 $ 1,910 $ 5,828 $ 5,845 A summary of our cash flow information related to leases was as follows (in thousands): Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities: 2023 2022 Operating cash flows for operating leases $ 5,422 $ 4,939 Financing cash flows for finance leases 396 346 Operating cash flows for finance leases 62 62 |
Lessee, Operating Lease, Liability, Maturity | Future minimum lease payments and sublease rental income are as follows (in thousands): Finance Operating Remainder of 2023 $ 139 $ 1,460 2024 606 6,119 2025 585 6,652 2026 567 6,162 2027 557 5,865 Thereafter 1,626 39,441 Total minimum lease payments $ 4,080 $ 65,699 Less amount representing interest (279) (18,897) Present value of net minimum lease payments 3,801 46,802 Less current maturities (529) (3,940) Lease liabilities, less current maturities $ 3,272 $ 42,862 |
Finance Lease, Liability, Fiscal Year Maturity | Future minimum lease payments and sublease rental income are as follows (in thousands): Finance Operating Remainder of 2023 $ 139 $ 1,460 2024 606 6,119 2025 585 6,652 2026 567 6,162 2027 557 5,865 Thereafter 1,626 39,441 Total minimum lease payments $ 4,080 $ 65,699 Less amount representing interest (279) (18,897) Present value of net minimum lease payments 3,801 46,802 Less current maturities (529) (3,940) Lease liabilities, less current maturities $ 3,272 $ 42,862 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Short-Term and Long-Term Balances of Term Loan | The short-term and long-term balances of our Term Loan and other long-term borrowings were as follows (in thousands): September 30, December 31, Term Loan balance $ 212,063 $ 213,750 Convertible Senior Notes 100,000 100,000 2.45% Sparkasse Zollernalb (KFW Loan 1) 117 296 1.40% Sparkasse Zollernalb (KFW Loan 2) 530 733 Total loan balance 312,710 314,779 Less unamortized loan origination costs (5,281) (6,672) Net borrowings 307,429 308,107 Less short-term loan balance (1,552) (1,608) Long-term loan balance $ 305,877 $ 306,499 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | For the three and nine months ended September 30, 2023 and 2022 the sources of revenue were as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Domestic hospitals $ 43,794 $ 40,710 $ 126,764 $ 116,512 International hospitals 24,481 23,655 80,543 78,368 International distributors 16,616 11,469 46,166 34,685 Other 2,963 1,004 6,861 4,826 Total sources of revenue $ 87,854 $ 76,838 $ 260,334 $ 234,391 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Weighted-Average Assumptions Used to Determine the Fair Value of Options | The following weighted-average assumptions were used to determine the fair value of options and shares purchased under the ESPP: Three Months Ended Nine Months Ended Stock Options ESPP Stock Options ESPP Expected life 5.0 Years 0.5 Years 5.0 Years 0.5 Years Expected stock price volatility 0.45 0.42 0.45 0.66 Risk-free interest rate 4.11% 5.47% 3.99% 4.77% |
Summary of Total Stock Compensation Expenses | The following table summarizes total stock compensation expenses prior to the capitalization of amounts into Deferred preservation and Inventory costs (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 RSA, RSU, and PSU expense $ 2,647 $ 2,622 $ 8,685 $ 7,860 Stock option and ESPP expense 745 611 2,340 1,794 Total stock compensation expense $ 3,392 $ 3,233 $ 11,025 $ 9,654 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted (Loss) Income Per Common Share | The following table sets forth the computation of basic and diluted loss per common share (in thousands, except per share data): Three Months Ended Nine Months Ended Basic loss per common share 2023 2022 2023 2022 Net loss $ (9,801) $ (13,713) $ (26,715) $ (21,361) Net loss allocated to participating securities 39 70 108 109 Net loss allocated to common shareholders $ (9,762) $ (13,643) $ (26,607) $ (21,252) Basic weighted-average common shares outstanding 40,881 40,115 40,691 39,999 Basic loss per common share $ (0.24) $ (0.34) $ (0.65) $ (0.53) Three Months Ended Nine Months Ended Diluted loss per common share 2023 2022 2023 2022 Net loss $ (9,801) $ (13,713) $ (26,715) $ (21,361) Net loss allocated to participating securities 39 70 108 109 Net loss allocated to common shareholders $ (9,762) $ (13,643) $ (26,607) $ (21,252) Diluted weighted-average common shares outstanding 40,881 40,115 40,691 39,999 Diluted loss per common share $ (0.24) $ (0.34) $ (0.65) $ (0.53) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Revenues, Cost of Products and Services, and Gross Margins for Operating Segments | The following table summarizes revenues, cost of products and preservation services, and gross margins for our operating segments (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenues: Medical devices $ 63,747 $ 55,248 $ 192,041 $ 171,726 Preservation services 24,107 21,590 68,293 62,665 Total revenues 87,854 76,838 260,334 234,391 Cost of products and preservation services: Medical devices 21,574 17,743 62,084 53,381 Preservation services 10,010 10,351 30,169 29,375 Total cost of products and preservation services 31,584 28,094 92,253 82,756 Gross margin: Medical devices 42,173 37,505 129,957 118,345 Preservation services 14,097 11,239 38,124 33,290 Total gross margin $ 56,270 $ 48,744 $ 168,081 $ 151,635 |
Summary of Net Revenues by Product and Service | The following table summarizes net revenues by product and service (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Products: Aortic stent grafts $ 25,523 $ 19,674 $ 80,032 $ 69,013 On-X 18,744 16,456 54,346 47,082 Surgical sealants 16,234 17,374 49,503 49,022 Other 3,246 1,744 8,160 6,609 Total products 63,747 55,248 192,041 171,726 Preservation services 24,107 21,590 68,293 62,665 Total revenues $ 87,854 $ 76,838 $ 260,334 $ 234,391 |
Sale of PerClot (Details)
Sale of PerClot (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
May 23, 2023 | Jul. 28, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain (loss) on disposition | $ 0 | $ 0 | $ 14,250 | $ 0 | ||
Revenue | 87,854 | 76,838 | 260,334 | 234,391 | ||
Sublease income | 87 | $ 92 | 101 | $ 275 | ||
Per Clot | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration for sale of assets | $ 41,000 | |||||
Gain (loss) on disposition | 14,300 | |||||
Revenue | $ 2,000 | $ 3,600 | ||||
Per Clot | SMI | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Contingent liability payment | $ 4,500 | |||||
Per Clot | Transfer Of Perclot Manufacturing Equipment | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Contingent consideration receivable | 780 | |||||
Per Clot | Artivion Inc. And Starch Medical Inc. | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration for sale of assets | 54,500 | |||||
Proceeds from sale of assets | $ 18,800 | 25,000 | ||||
Per Clot | Artivion Inc. And Starch Medical Inc. | Baxter Achievement Of Worldwide Sales | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Contingent consideration receivable | 10,000 | |||||
Per Clot | SMI | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration for sale of assets | 13,500 | |||||
Proceeds from sale of assets | 6,000 | |||||
Per Clot | SMI | Baxter Achievement Of Worldwide Sales | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Contingent consideration receivable | $ 3,000 |
Agreements with Endospan (Detai
Agreements with Endospan (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 11, 2019 USD ($) | May 31, 2023 USD ($) | Sep. 30, 2020 USD ($) | Sep. 30, 2019 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) tranche | Sep. 30, 2022 USD ($) | |
Variable Interest Entity [Line Items] | ||||||||
Securities purchase option agreement, expiration period | 90 days | |||||||
Number of tranches | tranche | 3 | |||||||
Expense | $ 1,911 | $ 3,661 | $ 5,189 | $ 7,564 | ||||
Variable Interest Entity, Primary Beneficiary | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Securities purchase option agreement | $ 1,000 | |||||||
Per three tranches of funding | $ 5,000 | |||||||
Funded second tranche payment | $ 5,000 | $ 5,000 | ||||||
Required percentage of number of patients before tranche of loan funding can be acquired | 50% | |||||||
Expense | $ 5,000 | |||||||
Variable Interest Entity, Primary Beneficiary | Minimum | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Option to purchase outstanding securities | 350,000 | |||||||
Variable Interest Entity, Primary Beneficiary | Maximum | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Option to purchase outstanding securities | $ 450,000 | |||||||
Secured Debt | Variable Interest Entity, Primary Beneficiary | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Loan provided | 15,000 | |||||||
JOTEC GmbH | Variable Interest Entity, Primary Beneficiary | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Distribution fee | $ 9,000 |
Financial Instruments (Summary
Financial Instruments (Summary Of Financial Instruments Measured At Fair Value) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | $ 24,607 | $ 10,098 |
Contingent consideration | (62,300) | (40,400) |
Total liabilities | (62,300) | (40,400) |
Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents: | 22,548 | 10,098 |
Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents: | 2,059 | |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 24,607 | 10,098 |
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Level 1 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents: | 22,548 | 10,098 |
Level 1 | Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents: | 2,059 | |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 0 | 0 |
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents: | 0 | 0 |
Level 2 | Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents: | 0 | |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 0 | 0 |
Contingent consideration | (62,300) | (40,400) |
Total liabilities | (62,300) | (40,400) |
Level 3 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents: | 0 | $ 0 |
Level 3 | Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents: | $ 0 |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 02, 2020 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Increase (decrease) in fair value of contingent consideration | $ 21,900 | $ (4,600) | |||
Ascyrus Medical LLC | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Percentage of outstanding equity acquired | 100% | ||||
Maximum amount of future consideration payment | $ 100,000 | ||||
Increase (decrease) in fair value of contingent consideration | $ 6,200 | $ 400 | $ 21,900 | $ (4,600) | |
Ascyrus Medical LLC | Measurement Input, Discount Rate | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration, measurement input | 0.07 | 0.07 |
Financial Instruments (Reconcil
Financial Instruments (Reconciliation Of Changes In Fair Value Of Level 3 Liabilities) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Contingent Consideration | ||
Beginning balance | $ (40,400) | |
Change in valuation | (21,900) | $ 4,600 |
Ending balance | $ (62,300) |
Inventories, net and Deferred_3
Inventories, net and Deferred Preservation Costs (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 35,639 | $ 36,715 |
Work-in-process | 13,042 | 10,476 |
Finished goods | 30,111 | 27,287 |
Total inventories, net | $ 78,792 | $ 74,478 |
Inventories, net and Deferred_4
Inventories, net and Deferred Preservation Costs (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Consignment inventory | $ 11,100 | $ 12,700 |
Deferred preservation costs, net | 49,391 | 46,371 |
Inventory valuation reserve | $ 2,700 | $ 2,200 |
Domestic | ||
Inventory [Line Items] | ||
Consignment inventory percentage | 43% | 41% |
International | ||
Inventory [Line Items] | ||
Consignment inventory percentage | 57% | 59% |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Schedule of Carrying Values of Indefinite Lived Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill | $ 242,936 | $ 243,631 |
In-process R&D | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Total indefinite-lived intangible assets | 2,066 | 2,080 |
Procurement contracts and agreements | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Total indefinite-lived intangible assets | $ 2,013 | $ 2,013 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Schedule of Goodwill by Reportable Segment) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 243,631 |
Foreign currency translation | (695) |
Ending balance | $ 242,936 |
Goodwill and Other Intangible_5
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Net Carrying Value | $ 142,675 | $ 151,263 |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 197,768 | 198,420 |
Accumulated Amortization | 55,093 | 47,157 |
Net Carrying Value | $ 142,675 | $ 151,263 |
Weighted Average Useful Life (Years) | 18 years 2 months 12 days | 18 years 2 months 12 days |
Other intangibles: | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 48,865 | $ 49,910 |
Accumulated Amortization | 23,546 | 22,619 |
Net Carrying Value | $ 25,319 | $ 27,291 |
Weighted Average Useful Life (Years) | 10 years 3 months 18 days | 10 years 3 months 18 days |
Customer lists and relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 28,648 | $ 31,030 |
Accumulated Amortization | 9,973 | 11,100 |
Net Carrying Value | $ 18,675 | $ 19,930 |
Weighted Average Useful Life (Years) | 21 years 7 months 6 days | 20 years 6 months |
Distribution and manufacturing rights and know-how | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 9,211 | $ 9,274 |
Accumulated Amortization | 7,052 | 5,796 |
Net Carrying Value | $ 2,159 | $ 3,478 |
Weighted Average Useful Life (Years) | 5 years | 5 years |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 4,322 | $ 4,246 |
Accumulated Amortization | 3,210 | 3,180 |
Net Carrying Value | $ 1,112 | $ 1,066 |
Weighted Average Useful Life (Years) | 17 years | 17 years |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 6,684 | $ 5,360 |
Accumulated Amortization | 3,311 | 2,543 |
Net Carrying Value | $ 3,373 | $ 2,817 |
Weighted Average Useful Life (Years) | 5 years | 4 years 4 months 24 days |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets (Summary of Amortization Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 3,766 | $ 3,686 | $ 11,453 | $ 11,675 |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets (Scheduled Amortization of Intangible Assets for Next Five Years) (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2023 | $ 3,720 |
2024 | 14,700 |
2025 | 12,848 |
2026 | 12,617 |
2027 | 12,511 |
2028 | 12,313 |
Total | $ 68,709 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate expense (benefit) | 4% | 9% | 27% | 17% | |
Net deferred tax liability | $ 15.8 | $ 15.8 | $ 23.2 | ||
Valuation allowances against deferred tax assets | $ 25.2 | $ 25.2 | $ 17.9 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current |
Leases (Schedule Of Supplementa
Leases (Schedule Of Supplemental Balance Sheet Information Related To Leases) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Operating leases: | ||
Operating lease right-of-use assets | $ 59,975 | $ 56,061 |
Accumulated amortization | (16,630) | (14,202) |
Operating lease right-of-use assets, net | 43,345 | 41,859 |
Current maturities of operating leases | 3,940 | 3,308 |
Non-current maturities of operating leases | 42,862 | 41,257 |
Total operating lease liabilities | 46,802 | 44,565 |
Finance leases: | ||
Finance leases, Property and equipment, at cost | 6,421 | 6,408 |
Finance leases, Accumulated amortization | (2,869) | (2,498) |
Finance leases, property and equipment, net | 3,552 | 3,910 |
Current maturities of finance leases | 529 | 513 |
Non-current maturities of finance leases | 3,272 | 3,644 |
Total finance lease liabilities | $ 3,801 | $ 4,157 |
Weighted average remaining lease term (in years): Operating leases | 10 years 8 months 12 days | 11 years 10 months 24 days |
Weighted average remaining lease term (in years): Finance leases | 7 years 1 month 6 days | 7 years 9 months 18 days |
Weighted average discount rate: Operating leases | 6.30% | 5.90% |
Weighted average discount rate: Finance leases | 2.10% | 2.10% |
Leases (Summary Of Lease Costs)
Leases (Summary Of Lease Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Amortization of property and equipment | $ 136 | $ 127 | $ 400 | $ 395 |
Interest expense on finance leases | 20 | 22 | 62 | 69 |
Total finance lease expense | 156 | 149 | 462 | 464 |
Operating lease expense | 1,836 | 1,853 | 5,467 | 5,656 |
Sublease income | (87) | (92) | (101) | (275) |
Total lease expense | $ 1,905 | $ 1,910 | $ 5,828 | $ 5,845 |
Leases (Schedule Of Supplemen_2
Leases (Schedule Of Supplemental Cash Flow Information Related To Leases) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 5,422 | $ 4,939 |
Financing cash flows for finance leases | 396 | 346 |
Operating cash flows for finance leases | $ 62 | $ 62 |
Leases (Schedule Of Minimum Lea
Leases (Schedule Of Minimum Lease Payments For Finance, Operating, And Sublease Income Leases) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finance Leases | ||
Remainder of 2023 | $ 139 | |
2024 | 606 | |
2025 | 585 | |
2026 | 567 | |
2027 | 557 | |
Thereafter | 1,626 | |
Total minimum lease payments | 4,080 | |
Less amount representing interest | (279) | |
Present value of net minimum lease payments | 3,801 | $ 4,157 |
Less current maturities | (529) | (513) |
Lease liabilities, less current maturities | 3,272 | 3,644 |
Operating Leases | ||
Remainder of 2023 | 1,460 | |
2024 | 6,119 | |
2025 | 6,652 | |
2026 | 6,162 | |
2027 | 5,865 | |
Thereafter | 39,441 | |
Total minimum lease payments | 65,699 | |
Less amount representing interest | (18,897) | |
Present value of net minimum lease payments | 46,802 | 44,565 |
Less current maturities | (3,940) | (3,308) |
Lease liabilities, less current maturities | $ 42,862 | $ 41,257 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||||||||
Dec. 19, 2022 | Jun. 02, 2021 USD ($) | Jun. 01, 2021 | Jun. 18, 2020 USD ($) $ / shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) day | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 01, 2017 USD ($) | |
Line of Credit Facility [Line Items] | ||||||||||
Secured term loan facility | $ 312,710,000 | $ 312,710,000 | $ 314,779,000 | |||||||
Long-term debt | 307,429,000 | 307,429,000 | 308,107,000 | |||||||
Interest expense | $ 6,600,000 | $ 4,800,000 | $ 19,100,000 | $ 12,900,000 | ||||||
Interest Expense | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt issuance costs | $ 361,000 | |||||||||
Debt extinguishment costs | $ 474,000 | |||||||||
Credit Agreement | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit facility, percentage repaid for no covenants | 25% | |||||||||
Convertible Senior Notes | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate on amounts borrowed | 4.25% | |||||||||
Effective interest rate | 5.05% | 5.05% | ||||||||
Face value | $ 100,000,000 | |||||||||
Proceeds from issuance of convertible debt | $ 96,500,000 | |||||||||
Conversion ratio | 0.0426203 | |||||||||
Conversion price (in dollars per share) | $ / shares | $ 23.46 | |||||||||
Debt fair value | $ 101,600,000 | $ 101,600,000 | ||||||||
Interest expense | 1,200,000 | $ 1,200,000 | 3,700,000 | $ 3,700,000 | ||||||
Unamortized debt issuance costs | 1,300,000 | $ 1,300,000 | 1,900,000 | |||||||
Convertible Senior Notes | Circumstance I | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Conversion trading day threshold | day | 20 | |||||||||
Conversion consecutive trading day threshold | day | 30 | |||||||||
Conversion percentage of stock price threshold | 130% | |||||||||
Convertible Senior Notes | Circumstance II | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Conversion trading day threshold | day | 5 | |||||||||
Conversion consecutive trading day threshold | day | 5 | |||||||||
Conversion percentage of stock price threshold | 98% | |||||||||
Convertible Senior Notes | Circumstance After July 5, 2023 | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Conversion trading day threshold | day | 20 | |||||||||
Conversion consecutive trading day threshold | day | 30 | |||||||||
Conversion percentage of stock price threshold | 130% | |||||||||
Conversion percentage of principal amount | 100% | |||||||||
Term Loan balance | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Secured term loan facility | 212,063,000 | $ 212,063,000 | 213,750,000 | $ 225,000,000 | ||||||
Term Loan balance | Credit Agreement | Circumstance I | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument, extension circumstance period | 91 days | |||||||||
Term Loan balance | Credit Agreement | Circumstance II | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument, extension circumstance period | 182 days | |||||||||
Term Loan balance | Base Rate | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Credit facility margin | 2.25% | |||||||||
Term Loan balance | Base Rate | Credit Agreement | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Credit facility margin | 2.50% | |||||||||
Term Loan balance | LIBOR | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Credit facility margin | 3.25% | |||||||||
Term Loan balance | LIBOR | Credit Agreement | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Credit facility margin | 3.50% | |||||||||
Term Loan balance | Secured Overnight Financing Rate (SOFR) | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Credit facility margin | 3.50% | |||||||||
Revolving Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Credit facility aggregate commitments | 30,000,000 | |||||||||
Line of credit | $ 0 | $ 0 | ||||||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Minimum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Credit facility margin | 4% | |||||||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Maximum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Credit facility margin | 4.25% | |||||||||
Revolving Credit Facility And Term Loan | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt issuance costs | $ 2,100,000 | |||||||||
Amortization of the debt issuance costs | $ 1,800,000 | |||||||||
Revolving Credit Facility And Term Loan | Credit Agreement | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Secured term loan facility | $ 255,000,000 | |||||||||
Debt instrument, extension period | 2 years 6 months | |||||||||
Effective interest rate | 8.93% | 8.93% | ||||||||
Revolving Credit Facility And Term Loan | Convertible Senior Notes | Credit Agreement | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate on amounts borrowed | 4.25% | |||||||||
Accounting Standards Update 2020-06 | Cumulative Effect, Period of Adoption, Adjustment | Convertible Senior Notes | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Long-term debt | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 |
Debt (Schedule Of Short-Term An
Debt (Schedule Of Short-Term And Long-Term Balances Of Term Loan) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 01, 2017 |
Debt Instrument [Line Items] | |||
Total loan balance | $ 312,710 | $ 314,779 | |
Less unamortized loan origination costs | (5,281) | (6,672) | |
Net borrowings | 307,429 | 308,107 | |
Less short-term loan balance | (1,552) | (1,608) | |
Long-term loan balance | 305,877 | 306,499 | |
2.45% Sparkasse Zollernalb (KFW Loan 1) | |||
Debt Instrument [Line Items] | |||
Total loan balance | $ 117 | 296 | |
Interest rate on amounts borrowed | 2.45% | ||
1.40% Sparkasse Zollernalb (KFW Loan 2) | |||
Debt Instrument [Line Items] | |||
Total loan balance | $ 530 | 733 | |
Interest rate on amounts borrowed | 1.40% | ||
Term Loan balance | |||
Debt Instrument [Line Items] | |||
Total loan balance | $ 212,063 | 213,750 | $ 225,000 |
Convertible Senior Notes | |||
Debt Instrument [Line Items] | |||
Total loan balance | $ 100,000 | $ 100,000 |
Revenue Recognition (Disaggrega
Revenue Recognition (Disaggregation Of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total sources of revenue | $ 87,854 | $ 76,838 | $ 260,334 | $ 234,391 |
Asset write off | 390 | |||
Domestic hospitals | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sources of revenue | 43,794 | 40,710 | 126,764 | 116,512 |
International hospitals | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sources of revenue | 24,481 | 23,655 | 80,543 | 78,368 |
International distributors | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sources of revenue | 16,616 | 11,469 | 46,166 | 34,685 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sources of revenue | $ 2,963 | $ 1,004 | $ 6,861 | $ 4,826 |
Stock Compensation (Narrative)
Stock Compensation (Narrative) (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Capitalized stock compensation expense | $ 205 | $ 144 | $ 559 | $ 465 |
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
ESPP, percentage of market price for eligible employees | 85% | |||
Employee stock purchase plan (in shares) | 86 | 58 | 142 | 95 |
RSAs, RSUs And PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized awards from approved stock incentive plans (in shares) | 616 | 520 | ||
Aggregate grant date market value | $ 8,500 | $ 9,700 | ||
Officers | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grants of stock options (in shares) | 16 | 314 |
Stock Compensation (Schedule Of
Stock Compensation (Schedule Of Weighted-Average Assumptions Used To Determine The Fair Value Of Options) (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 6 months | 6 months |
Expected stock price volatility | 42% | 66% |
Risk-free interest rate | 5.47% | 4.77% |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 5 years | 5 years |
Expected stock price volatility | 45% | 45% |
Risk-free interest rate | 4.11% | 3.99% |
Stock Compensation (Summary Of
Stock Compensation (Summary Of Total Stock Compensation Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock compensation expense | $ 3,392 | $ 3,233 | $ 11,025 | $ 9,654 |
RSA, RSU, and PSU expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock compensation expense | 2,647 | 2,622 | 8,685 | 7,860 |
Stock option and ESPP expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock compensation expense | $ 745 | $ 611 | $ 2,340 | $ 1,794 |
Loss Per Common Share (Details)
Loss Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Basic loss per common share | ||||
Net loss | $ (9,801) | $ (13,713) | $ (26,715) | $ (21,361) |
Net loss allocated to participating securities | 39 | 70 | 108 | 109 |
Net loss allocated to common shareholders | $ (9,762) | $ (13,643) | $ (26,607) | $ (21,252) |
Basic weighted-average common shares outstanding (in shares) | 40,881 | 40,115 | 40,691 | 39,999 |
Basic loss per common share (in usd per share) | $ (0.24) | $ (0.34) | $ (0.65) | $ (0.53) |
Diluted loss per common share | ||||
Net loss | $ (9,801) | $ (13,713) | $ (26,715) | $ (21,361) |
Net loss allocated to participating securities | 39 | 70 | 108 | 109 |
Net loss allocated to common shareholders | $ (9,762) | $ (13,643) | $ (26,607) | $ (21,252) |
Diluted weighted-average common shares outstanding (in shares) | 40,881 | 40,115 | 40,691 | 39,999 |
Diluted loss per common share (in usd per share) | $ (0.24) | $ (0.34) | $ (0.65) | $ (0.53) |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | segment | 2 |
Intersegment Eliminations | |
Segment Reporting Information [Line Items] | |
Intersegment revenues | $ | $ 0 |
Segment Information (Revenues,
Segment Information (Revenues, Cost Of Products And Services, And Gross Margins For Operating Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 87,854 | $ 76,838 | $ 260,334 | $ 234,391 |
Total cost of products and preservation services | 31,584 | 28,094 | 92,253 | 82,756 |
Total gross margin | 56,270 | 48,744 | 168,081 | 151,635 |
Medical devices | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 63,747 | 55,248 | 192,041 | 171,726 |
Total cost of products and preservation services | 21,574 | 17,743 | 62,084 | 53,381 |
Total gross margin | 42,173 | 37,505 | 129,957 | 118,345 |
Preservation services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 24,107 | 21,590 | 68,293 | 62,665 |
Total cost of products and preservation services | 10,010 | 10,351 | 30,169 | 29,375 |
Total gross margin | $ 14,097 | $ 11,239 | $ 38,124 | $ 33,290 |
Segment Information (Summary Of
Segment Information (Summary Of Net Revenues By Product And Service) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Product Information [Line Items] | ||||
Total revenues | $ 87,854 | $ 76,838 | $ 260,334 | $ 234,391 |
Products | ||||
Product Information [Line Items] | ||||
Total revenues | 63,747 | 55,248 | 192,041 | 171,726 |
Aortic stent grafts | ||||
Product Information [Line Items] | ||||
Total revenues | 25,523 | 19,674 | 80,032 | 69,013 |
On-X | ||||
Product Information [Line Items] | ||||
Total revenues | 18,744 | 16,456 | 54,346 | 47,082 |
Surgical sealants | ||||
Product Information [Line Items] | ||||
Total revenues | 16,234 | 17,374 | 49,503 | 49,022 |
Other | ||||
Product Information [Line Items] | ||||
Total revenues | 3,246 | 1,744 | 8,160 | 6,609 |
Preservation services | ||||
Product Information [Line Items] | ||||
Total revenues | $ 24,107 | $ 21,590 | $ 68,293 | $ 62,665 |