Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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, $0.01 par value | |
Trading Symbol | AORT | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 41,893,465 | |
Entity Central Index Key | 0000784199 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues: | ||||
Total revenues | $ 98,019 | $ 89,251 | $ 195,450 | $ 172,480 |
Cost of products and preservation services: | ||||
Total cost of products and preservation services | 34,695 | 31,167 | 69,180 | 60,669 |
Gross margin | 63,324 | 58,084 | 126,270 | 111,811 |
Operating expenses: | ||||
General, administrative, and marketing | 49,320 | 57,241 | 80,009 | 107,606 |
Research and development | 7,497 | 7,418 | 14,443 | 14,641 |
Total operating expenses | 56,817 | 64,659 | 94,452 | 122,247 |
Gain from sale of non-financial assets | 0 | (14,250) | 0 | (14,250) |
Operating income | 6,507 | 7,675 | 31,818 | 3,814 |
Interest expense | 8,304 | 6,356 | 16,130 | 12,452 |
Interest income | (353) | (265) | (727) | (340) |
Loss on extinguishment of debt | 0 | 0 | 3,669 | 0 |
Other expense, net | 983 | 4,241 | 2,392 | 3,278 |
(Loss) income before income taxes | (2,427) | (2,657) | 10,354 | (11,576) |
Income tax (benefit) expense | (306) | 725 | 4,942 | 5,338 |
Net (loss) income | $ (2,121) | $ (3,382) | $ 5,412 | $ (16,914) |
(Loss) income per share: | ||||
Basic (in usd per share) | $ (0.05) | $ (0.08) | $ 0.13 | $ (0.41) |
Diluted (in usd per share) | $ (0.05) | $ (0.08) | $ 0.13 | $ (0.41) |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 41,683 | 40,755 | 41,487 | 40,595 |
Diluted (in shares) | 41,683 | 40,755 | 42,405 | 40,595 |
Net (loss) income | $ (2,121) | $ (3,382) | $ 5,412 | $ (16,914) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments | (2,727) | 1,026 | (5,864) | 5,647 |
Unrealized gain (loss) from foreign currency intra-entity loans, net of tax | 404 | 800 | 2,013 | (205) |
Comprehensive (loss) income | (4,444) | (1,556) | 1,561 | (11,472) |
Products | ||||
Revenues: | ||||
Total revenues | 73,210 | 66,003 | 144,324 | 128,294 |
Cost of products and preservation services: | ||||
Total cost of products and preservation services | 24,545 | 20,977 | 48,295 | 40,510 |
Preservation services | ||||
Revenues: | ||||
Total revenues | 24,809 | 23,248 | 51,126 | 44,186 |
Cost of products and preservation services: | ||||
Total cost of products and preservation services | $ 10,150 | $ 10,190 | $ 20,885 | $ 20,159 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 55,019 | $ 58,940 |
Trade receivables, net | 73,890 | 71,796 |
Other receivables | 5,063 | 2,342 |
Inventories, net | 80,802 | 81,976 |
Deferred preservation costs, net | 50,674 | 49,804 |
Prepaid expenses and other | 19,514 | 15,810 |
Total current assets | 284,962 | 280,668 |
Goodwill | 244,008 | 247,337 |
Acquired technology, net | 135,151 | 142,593 |
Operating lease right-of-use assets, net | 41,655 | 43,822 |
Property and equipment, net | 37,440 | 38,358 |
Other intangibles, net | 29,261 | 29,638 |
Deferred income taxes | 3,309 | 1,087 |
Other long-term assets | 13,753 | 8,894 |
Total assets | 789,539 | 792,397 |
Current liabilities: | ||
Accounts payable | 11,728 | 13,318 |
Accrued expenses | 16,490 | 12,732 |
Accrued compensation | 13,995 | 18,715 |
Current maturities of operating leases | 3,283 | 3,395 |
Taxes payable | 1,734 | 3,840 |
Accrued procurement fees | 1,472 | 1,439 |
Current portion of long-term debt | 268 | 1,451 |
Other current liabilities | 1,612 | 2,972 |
Total current liabilities | 50,582 | 57,862 |
Long-term debt | 313,295 | 305,531 |
Contingent consideration | 48,210 | 63,890 |
Non-current maturities of operating leases | 41,967 | 43,977 |
Deferred income taxes | 21,719 | 21,851 |
Deferred compensation liability | 7,455 | 6,760 |
Non-current finance lease obligation | 3,202 | 3,405 |
Other long-term liabilities | 8,053 | 7,341 |
Total liabilities | 494,483 | 510,617 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred stock | 0 | 0 |
Common stock (75,000 shares authorized, 43,279 and 42,569 shares issued in 2024 and 2023, respectively) | 433 | 426 |
Additional paid-in capital | 367,627 | 355,919 |
Retained deficit | (42,495) | (47,907) |
Accumulated other comprehensive loss | (15,861) | (12,010) |
Treasury stock, at cost, 1,487 shares as of June 30, 2024 and December 31, 2023 | (14,648) | (14,648) |
Total shareholders’ equity | 295,056 | 281,780 |
Total liabilities and shareholders’ equity | $ 789,539 | $ 792,397 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - shares shares in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized (in shares) | 75,000 | 75,000 |
Common stock, shares issued (in shares) | 43,279 | 42,569 |
Treasury stock at cost, shares (in shares) | 1,487 | 1,487 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Net cash flows from operating activities: | ||
Net income (loss) | $ 5,412 | $ (16,914) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
Depreciation and amortization | 11,800 | 11,501 |
Non-cash compensation | 7,730 | 7,279 |
Non-cash lease expense | 3,897 | 3,631 |
Loss on extinguishment of debt | 3,669 | 0 |
Write-down of inventories and deferred preservation costs | 1,508 | 2,021 |
Deferred income taxes | 994 | (8,073) |
Fair value adjustment of long-term loan | 0 | 5,000 |
Gain from sale of non-financial assets | 0 | (14,250) |
Change in fair value of contingent consideration | (15,680) | 15,700 |
Other | 1,178 | 1,836 |
Changes in operating assets and liabilities: | ||
Inventories and deferred preservation costs | (2,165) | (6,921) |
Prepaid expenses and other assets | (5,224) | (2,317) |
Accounts payable, accrued expenses, and other liabilities | (6,031) | 1,607 |
Receivables | (6,446) | 655 |
Net cash flows provided by operating activities | 642 | 755 |
Net cash flows from investing activities: | ||
Proceeds from sale of non-financial assets, net | 0 | 14,250 |
Payments for Endospan Agreement | 0 | (5,000) |
Capital expenditures | (6,124) | (5,015) |
Net cash flows (used in) provided by investing activities | (6,124) | 4,235 |
Net cash flows from financing activities: | ||
Proceeds from issuance of debt | 190,000 | 0 |
Proceeds from revolving credit facility | 30,000 | 0 |
Proceeds from exercise of stock options and issuance of common stock | 3,587 | 2,581 |
Proceeds from financing insurance premiums | 0 | 3,558 |
Principal payments on short-term notes payable | (1,027) | (529) |
Payment of debt issuance costs | (10,044) | 0 |
Repayment of debt | (211,688) | (1,381) |
Other | (272) | (825) |
Net cash flows provided by financing activities | 556 | 3,404 |
Effect of exchange rate changes on cash and cash equivalents | 1,005 | 1,030 |
(Decrease) increase in cash and cash equivalents | (3,921) | 9,424 |
Cash and cash equivalents beginning of period | 58,940 | 39,351 |
Cash and cash equivalents end of period | $ 55,019 | $ 48,775 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Loss | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2022 | 41,830 | |||||
Beginning balance at Dec. 31, 2022 | $ 284,329 | $ 418 | $ 337,385 | $ (17,217) | $ (21,609) | $ (14,648) |
Beginning balance, treasury stock (in shares) at Dec. 31, 2022 | (1,487) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (16,914) | (16,914) | ||||
Other comprehensive (loss) income, net of tax | 5,442 | 5,442 | ||||
Equity compensation (in shares) | 401 | |||||
Equity compensation | 7,633 | $ 4 | 7,629 | |||
Exercise of options (in shares) | 196 | |||||
Exercise of options | 2,006 | $ 2 | 2,004 | |||
Employee stock purchase plan (in shares) | 56 | |||||
Employee stock purchase plan | 575 | $ 1 | 574 | |||
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 Jun. 30, 2023 | 42,443 | |||||
Ending balance at Jun. 30, 2023 | 282,508 | $ 424 | 347,030 | (34,131) | (16,167) | $ (14,648) |
Ending balance, treasury stock (in shares) at Jun. 30, 2023 | (1,487) | |||||
Beginning balance (in shares) at Mar. 31, 2023 | 42,366 | |||||
Beginning balance at Mar. 31, 2023 | 279,917 | $ 424 | 342,883 | (30,749) | (17,993) | $ (14,648) |
Beginning balance, treasury stock (in shares) at Mar. 31, 2023 | (1,487) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (3,382) | (3,382) | ||||
Other comprehensive (loss) income, net of tax | 1,826 | 1,826 | ||||
Equity compensation (in shares) | 75 | |||||
Equity compensation | 4,119 | 4,119 | ||||
Redemption and repurchase of stock to cover tax withholdings (in shares) | 2 | |||||
Redemption and repurchase of stock to cover tax withholdings | 28 | 28 | ||||
Ending balance (in shares) at Jun. 30, 2023 | 42,443 | |||||
Ending balance at Jun. 30, 2023 | $ 282,508 | $ 424 | 347,030 | (34,131) | (16,167) | $ (14,648) |
Ending balance, treasury stock (in shares) at Jun. 30, 2023 | (1,487) | |||||
Beginning balance (in shares) at Dec. 31, 2023 | 42,569 | 42,569 | ||||
Beginning balance at Dec. 31, 2023 | $ 281,780 | $ 426 | 355,919 | (47,907) | (12,010) | $ (14,648) |
Beginning balance, treasury stock (in shares) at Dec. 31, 2023 | (1,487) | (1,487) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | $ 5,412 | 5,412 | ||||
Other comprehensive (loss) income, net of tax | (3,851) | (3,851) | ||||
Equity compensation (in shares) | 488 | |||||
Equity compensation | 8,128 | $ 5 | 8,123 | |||
Exercise of options (in shares) | 171 | |||||
Exercise of options | 2,848 | $ 2 | 2,846 | |||
Employee stock purchase plan (in shares) | 51 | |||||
Employee stock purchase plan | $ 739 | 739 | ||||
Ending balance (in shares) at Jun. 30, 2024 | 43,279 | 43,279 | ||||
Ending balance at Jun. 30, 2024 | $ 295,056 | $ 433 | 367,627 | (42,495) | (15,861) | $ (14,648) |
Ending balance, treasury stock (in shares) at Jun. 30, 2024 | (1,487) | (1,487) | ||||
Beginning balance (in shares) at Mar. 31, 2024 | 43,224 | |||||
Beginning balance at Mar. 31, 2024 | $ 294,985 | $ 432 | 363,113 | (40,374) | (13,538) | $ (14,648) |
Beginning balance, treasury stock (in shares) at Mar. 31, 2024 | (1,487) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (2,121) | (2,121) | ||||
Other comprehensive (loss) income, net of tax | (2,323) | (2,323) | ||||
Equity compensation (in shares) | 52 | |||||
Equity compensation | 4,456 | $ 1 | 4,455 | |||
Exercise of options (in shares) | 3 | |||||
Exercise of options | $ 59 | 59 | ||||
Ending balance (in shares) at Jun. 30, 2024 | 43,279 | 43,279 | ||||
Ending balance at Jun. 30, 2024 | $ 295,056 | $ 433 | $ 367,627 | $ (42,495) | $ (15,861) | $ (14,648) |
Ending balance, treasury stock (in shares) at Jun. 30, 2024 | (1,487) | (1,487) |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023 has been derived from audited financial statements. The accompanying unaudited Condensed Consolidated Financial Statements as of, and for the three and six months ended, June 30, 2024 and 2023 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. Certain prior-year amounts have been reclassified to conform to the current year presentation. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. 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, 2023 filed with the SEC on February 23, 2024. 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, 2023. 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 six months ended June 30, 2024 in any of our Significant Accounting Policies from those contained in our Form 10-K for the year ended December 31, 2023. New Accounting Standards Not Yet Effective In December 2023 the FASB issued ASU 2023-09, Income Taxes Topic 740 - Improvements to Income Tax Disclosures . This amendment is expected to enhance the transparency and decision usefulness of income tax disclosures by requiring public business entities, on an annual basis, to disclose specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid. This revised guidance is effective for financial statements issued for fiscal years beginning after December 15, 2024. We are currently evaluating the impacts of the new standard. In November 2023 the FASB issued ASU 2023-07, Segment Reporting Topic 280 - Improvements to Reportable Segment Disclosures. This amendment requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. We are currently evaluating the impacts of the new standard. |
Sale of PerClot
Sale of PerClot | 6 Months Ended |
Jun. 30, 2024 | |
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 three and six months ended June 30, 2023. Following receipt of the PMA, under the terms of the TMSA, we began manufacturing and supplying PerClot for Baxter and recorded $320,000 and $1.3 million of PerClot revenues on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income during the three and six months ended June 30, 2024, respectively. We recorded $1.6 million of PerClot revenues on the Condensed Consolidated Statements of Operations and Comprehensive Loss during the three and six months ended June 30, 2023 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 |
Agreements with Endospan
Agreements with Endospan | 6 Months Ended |
Jun. 30, 2024 | |
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 related 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. On July 1, 2024 Artivion and Endospan entered into an amendment to the Endospan Option ("Endospan Option Amendment") which amended the terms of the previously existing Endospan Option. See Note 15 for further discussion of the Endospan Option Amendment. Loan Agreement Artivion and Endospan also entered into a loan agreement (the “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. The first tranche of the Endospan Loan was funded upon execution of the agreement in September 2019. In September 2020 we funded the second tranche payment of $5.0 million upon the certification of the NEXUS IDE from the FDA. In May 2023 we funded the third tranche payment of $5.0 million upon the certification of enrollment of 50% of the required number of patients in the primary arm of the FDA approved clinical trial for NEXUS. We elected the fair value option for recording the Endospan Loan. We assess the fair value of the Endospan Loan based on quantitative and qualitative characteristics and adjust the amount recorded to its current fair market value at each reporting period. We performed an assessment of the fair value of the Endospan Loan, including the funding of the third tranche payment in May 2023. We determined that the loan had no fair value as of June 30, 2023 and recorded a $5.0 million expense included in Other expense, net within the Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2023. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
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): June 30, 2024 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 24,161 $ — $ — $ 24,161 Certificates of deposit 3,960 — — 3,960 Total assets $ 28,121 $ — $ — $ 28,121 Long-term liabilities: Contingent consideration — — (48,210) (48,210) Total liabilities $ — $ — $ (48,210) $ (48,210) December 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 22,802 $ — $ — $ 22,802 Certificates of deposit 3,968 — — 3,968 Total assets $ 26,770 $ — $ — $ 26,770 Long-term liabilities: Contingent consideration — — (63,890) (63,890) Total liabilities $ — $ — $ (63,890) $ (63,890) 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 six months ended June 30, 2024 and 2023. 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 Ascyrus Medical Dissection Stent (“AMDS”) hybrid prosthesis, 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 earnout. 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 17% and estimated future achievement of milestone dates between 2025 and 2026 to calculate the fair value of contingent consideration as of June 30, 2024. 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) Income. 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 a fair value increase of $1.8 million and a fair value reduction of $15.7 million for the three and six months ended June 30, 2024, respectively, as compared to a fair value increase of $10.9 million and $15.7 million for the three and six months ended June 30, 2023, respectively, in General, administrative, and marketing expenses on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income, as a result of this assessment. The reduction in the fair value for the six months ended June 30, 2024 was primarily due to an increase in the credit risk spread resulting from the change in the inputs related to the newly issued Credit Facilities in the first quarter of 2024, as further discussed in Note 9. 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 table below (in thousands): Contingent Consideration Balance as of December 31, 2023 $ (63,890) Change in valuation 15,680 Balance as of June 30, 2024 $ (48,210) 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. The contingent consideration liability of $48.2 million and $63.9 million was included in Long-term liabilities on the Condensed Consolidated Balance Sheets as of June 30, 2024 and the Consolidated Balance Sheets as of December 31, 2023, respectively. |
Inventories, net and Deferred P
Inventories, net and Deferred Preservation Costs | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories, net and Deferred Preservation Costs | Inventories, net and Deferred Preservation Costs Inventories, net at June 30, 2024 and December 31, 2023 were comprised of the following (in thousands): June 30, December 31, Raw materials and supplies $ 36,521 $ 36,907 Work-in-process 13,533 12,687 Finished goods 30,748 32,382 Total inventories, net $ 80,802 $ 81,976 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 we receive a notification of implantation, at which time we invoice the hospital and recognize revenue. As of June 30, 2024 we had $10.5 million in consignment inventory, with approximately 41% in domestic locations and 59% in international locations. As of December 31, 2023 we had $10.7 million in consignment inventory, with approximately 44% in domestic locations and 56% in international locations. Total deferred preservation costs were $50.7 million and $49.8 million as of June 30, 2024 and December 31, 2023, respectively. Inventory and deferred preservation costs obsolescence reserves were $2.9 million and $3.0 million |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Indefinite Lived Intangible Assets As of June 30, 2024 and December 31, 2023 the carrying values of our indefinite lived intangible assets were as follows (in thousands): June 30, December 31, Goodwill $ 244,008 $ 247,337 In-process R&D 2,087 2,154 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 six months ended June 30, 2024. In-process research and development, procurement contracts and agreements were included in Other intangibles, net on the Condensed Consolidated Balance Sheets as of June 30, 2024 and the Consolidated Balance Sheets as of December 31, 2023. 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 June 30, 2024 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 June 30, 2024 and December 31, 2023 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, 2023 $ 247,337 Foreign currency translation (3,329) Balance as of June 30, 2024 $ 244,008 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 June 30, 2024 and December 31, 2023 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): June 30, 2024 Gross Carrying Accumulated Net Carrying Weighted Average Acquired technology $ 198,773 $ 63,622 $ 135,151 18.2 Other intangibles: Customer lists and relationships 28,668 10,976 17,692 21.6 Distribution and manufacturing rights and know-how 9,308 8,435 873 5.0 Patents 4,361 3,246 1,115 17.0 Other 10,117 4,636 5,481 5.0 Total other intangibles $ 52,454 $ 27,293 $ 25,161 9.6 December 31, 2023 Gross Carrying Accumulated Net Carrying Weighted Average Acquired technology $ 201,897 $ 59,304 $ 142,593 18.2 Other intangibles: Customer lists and relationships 28,729 10,334 18,395 21.6 Distribution and manufacturing rights and know-how 9,608 7,807 1,801 5.0 Patents 4,365 3,225 1,140 17.0 Other 7,815 3,680 4,135 5.0 Total other intangibles $ 50,517 $ 25,046 $ 25,471 10.0 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) Income (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Amortization expense $ 3,793 $ 3,805 $ 7,660 $ 7,687 As of June 30, 2024 scheduled amortization of intangible assets for the next five years is as follows (in thousands): Remainder 2025 2026 2027 2028 2029 Total Amortization expense $ 7,565 $ 13,208 $ 12,909 $ 12,804 $ 12,584 $ 12,323 $ 71,393 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income Tax Expense Our effective income tax rate was a benefit of 13% and an expense of 48% for the three and six months ended June 30, 2024, respectively, as compared to an expense of 27% and 46% for the three and six months ended June 30, 2023, respectively. Our income tax rate for the three and six months ended June 30, 2024 and 2023 was primarily impacted by changes in our 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-effected impact of stock based compensation. Deferred Income Taxes We generate deferred tax assets primarily as a result of finance and operating leases, net operating losses, excess interest carryforward, change in contingent consideration, 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 $18.4 million and $20.8 million as of June 30, 2024 and December 31, 2023, respectively. Our valuation allowance against our deferred tax assets was $29.4 million and $32.9 million as of June 30, 2024 and December 31, 2023, respectively, primarily related to net operating loss carryforwards, disallowed excess interest carryforwards, change in contingent consideration, and capitalized research and development expenses. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
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: June 30, December 31, Operating lease right-of-use assets, net $ 41,655 $ 43,822 Current maturities of operating leases $ 3,283 $ 3,395 Non-current maturities of operating leases 41,967 43,977 Total operating lease liabilities $ 45,250 $ 47,372 Finance leases: Property and equipment, at cost $ 6,913 $ 6,862 Accumulated amortization (3,338) (3,136) Property and equipment, net $ 3,575 $ 3,726 Current maturities of finance leases $ 621 $ 582 Non-current maturities of finance leases 3,202 3,405 Total finance lease liabilities $ 3,823 $ 3,987 Weighted average remaining lease term (in years): Operating leases 10.0 10.4 Finance leases 6.2 6.8 Weighted average discount rate: Operating leases 6.3% 6.3% Finance leases 2.4% 2.2% Current maturities of finance leases are included as a component of Other current liabilities Three Months Ended Six Months Ended 2024 2023 2024 2023 Amortization of property and equipment $ 162 $ 133 $ 309 $ 264 Interest expense on finance leases 23 21 45 42 Total finance lease expense 185 154 354 306 Operating lease expense 1,977 1,829 3,897 3,631 Sublease income (70) — (199) — Total lease expense $ 2,092 $ 1,983 $ 4,052 $ 3,937 A summary of our cash flow information related to leases was as follows (in thousands): Six Months Ended Cash paid for amounts included in the measurement of lease liabilities: 2024 2023 Operating cash flows for operating leases $ 3,852 $ 3,627 Financing cash flows for finance leases 308 264 Operating cash flows for finance leases 45 42 Future minimum lease payments and sublease rental income are as follows (in thousands): Finance Operating Remainder of 2024 $ 338 $ 2,312 2025 692 7,322 2026 671 6,797 2027 660 6,149 2028 625 5,836 Thereafter 1,104 33,757 Total minimum lease payments 4,090 62,173 Less amount representing interest (267) (16,923) Present value of net minimum lease payments 3,823 45,250 Less current maturities (621) (3,283) Lease liabilities, less current maturities $ 3,202 $ 41,967 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Facilities On January 18, 2024 we entered into a credit and guaranty agreement with Ares Management Credit funds for $350.0 million of senior secured, interest-only, credit facilities, consisting of a $190.0 million secured term loan facility (the “Initial Term Loan Facility”), a $100.0 million secured delayed draw term loan facility (the “Delayed Draw Term Loan Facility” and, together with the Initial Term Loan Facility, the “Term Loan Facilities”) and a $60.0 million “senior-priority” secured revolving credit facility which has a priority claim ahead of the other secured facilities (the “Revolving Credit Facility” and, together with the Term Loan Facilities, the “Credit Facilities”). The final scheduled maturity date of the Credit Facilities is January 18, 2030. There are no scheduled repayments of principal required to be made prior to the final maturity date. We have the right to prepay loans under the Ares Credit Agreement in whole or in part at any time, provided that any prepayment of loans under the Term Loan Facilities (or loans under the Revolving Credit Facility to the extent of reducing the balance of outstanding loans below $30.0 million) will be subject to a prepayment premium of 5.00% if the prepayment occurs prior to January 18, 2025 and 1.00% if the prepayment occurs thereafter and prior to January 18, 2026. Amounts repaid in respect of loans under the Initial Term Loan Facilities may not be reborrowed. The Credit Facilities are 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. Upon closing, we borrowed $190.0 million under the Initial Term Loan Facility and $30.0 million under the Revolving Credit Facility. The remaining $30.0 million of undrawn availability under the Revolving Credit Facility may be drawn for working capital, capital expenditures, and other general corporate purposes. The Delayed Draw Term Loan Facility remained undrawn as of June 30, 2024. We paid $6.5 million of debt issuance costs related to the Initial Term Loan Facility which are included in Long-term debt on the Condensed Consolidated Balance Sheets as of June 30, 2024 and amortized, thereafter, over the life of the Initial Term Loan Facility. We paid $3.7 million of debt issuance costs related to the Delayed Draw Term Loan Facility and Revolving Credit Facility which are included in Other long-term assets on the Condensed Consolidated Balance Sheets as of June 30, 2024. We recognized $6.9 million and $12.7 million of interest expense on the Credit Facilities for the three and six months ended June 30, 2024, respectively, of which $298,000 and $639,000 represent non-cash amortization of debt issuance costs for the three and six months ended June 30, 2024, respectively. There was approximately $6.0 million of unamortized debt issuance costs related to the Initial Term Loan Facility as of June 30, 2024. The proceeds of the initial borrowings were used along with cash on hand to pay off our previously existing credit agreement, dated as of December 1, 2017, and pay related fees and expenses. As a result of this transaction, we recorded a loss on extinguishment of our previously existing debt of $3.7 million during the six months ended June 30, 2024 on our Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The proceeds of borrowings under the Delayed Draw Term Loan Facility may be used solely to repurchase or repay our outstanding 4.25% Convertible Senior Notes due July 1, 2025 and to pay related fees and expenses. Subject to the satisfaction of a specified maximum total net leverage ratio and other customary conditions, we may borrow under the Delayed Draw Term Loan Facility at any time and from time to time on or prior to the maturity date of the convertible bonds on July 1, 2025. Loans borrowed under the Delayed Draw Term Loan Facility generally have the same terms as the loans under the Initial Term Loan Facility. The Credit Facilities contain 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. The covenants include a financial maintenance covenant that requires the company’s total net leverage ratio, as defined in the agreement, to be not greater than 6.25x for the test periods from the second quarter of fiscal year 2024 through the fourth quarter of fiscal year 2024 and not greater than 5.75x from the first quarter of fiscal year 2025 and thereafter. As of June 30, 2024 we are in compliance with our debt covenants. The Revolving Credit Facility bears interest, at our option, at a floating annual rate equal to either the base rate plus a margin of 3.00%, or the Adjusted Term Secured Overnight Financing Rate (“Adjusted Term SOFR”) plus a margin of 4.00%. In addition, we will be required to pay fees of 0.50% per annum on the daily unused amount of the Revolving Credit Facility and 1.00% per annum on the daily unused amount of the Delayed Draw Term Loan Facility. The Term Loan Facilities initially bear interest, at our option, at a floating annual rate equal to either the base rate plus a margin of 5.50%, or the Adjusted Term SOFR plus a margin of 6.50%. If, after the second quarter of fiscal year 2025, the company reports total net leverage ratio, as defined in the Credit Facilities, of less than or equal to 3.75x the interest margins applicable to the Term Loan Facilities will be reduced by 25 basis points, to 5.25% and 6.25%, for base rate and Adjusted Term SOFR loans, respectively. As of June 30, 2024 the aggregate interest rate was 11.83% and 9.33% per annum for the Term Loan Facilities and Revolving Credit Facility, respectively. 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 June 30, 2024 and the Consolidated Balance Sheets as of December 31, 2023. 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 June 30, 2024 was approximately $125.5 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 $2.5 million for both the three and six months ended June 30, 2024 and 2023, 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 approximately $770,000 and $1.1 million of unamortized debt issuance costs related to the Convertible Senior Notes as of June 30, 2024 and December 31, 2023 , 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 our other securities. As of June 30, 2024 and December 31, 2023 we are not aware of any current events or market conditions that would allow holders to convert the Convertible Senior Notes. Loan Balances The short-term and long-term balances of our Initial Term Loan Facility, Revolving Credit Facility, and other long-term borrowings were as follows (in thousands): June 30, December 31, Initial Term Loan Facility $ 190,000 $ — Revolving Credit Facility 30,000 — Convertible Senior Notes 100,000 100,000 Term loan balance — 211,500 2.45% Sparkasse Zollernalb (KFW Loan 1) — 61 1.40% Sparkasse Zollernalb (KFW Loan 2) 335 484 Total loan balance 320,335 312,045 Less unamortized loan origination costs (6,772) (5,063) Net borrowings 313,563 306,982 Less short-term loan balance, net (268) (1,451) Long-term loan balance, net $ 313,295 $ 305,531 Interest Expense Interest expense was $8.3 million and $16.1 million for the |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and the Consolidated Financial Statements as of December 31, 2023 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 | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregation of Revenue Revenues are disaggregated by the following geographic regions: • North America: consists of the US and Canada. We market our approved medical device products and preservation services (predominantly in the US), primarily to physicians through our direct sales representatives who are managed by regional managers. • Europe, the Middle East, and Africa (“EMEA”): in certain countries, we market approved medical device products to physicians, hospitals, and distributors through our direct sales force. In countries where we have no direct sales forces, regional sales managers market to distributors who buy medical device products directly from us and sell to hospitals in their respective countries. • Asia Pacific (“APAC”): we market medical device products that are approved in each country to distributors in the region. • Latin America (“LATAM”): we market medical device products that are approved in each country to distributors in the region except for Brazil where we sell directly to end customers and distributors. Net revenues by geographic location based on the location of the customer for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 North America $ 48,662 $ 46,268 $ 99,590 $ 89,513 EMEA 34,145 30,143 67,733 58,072 APAC 9,653 8,375 17,262 16,253 LATAM 5,559 4,465 10,865 8,642 Total revenues $ 98,019 $ 89,251 $ 195,450 $ 172,480 Also see segment disaggregation information in Note 14 below. Contract Balances We may generate contract assets during the pre-delivery design and manufacturing stage of E-xtra Design Engineering product order fulfillment. We assess the balance related to any arrangements in process and determine if the enforceable right to payment creates a material contract asset requiring disclosure. No material arrangements in process existed as of June 30, 2024 and 2023. 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 June 30, 2024 and 2023 was not material. |
Stock Compensation
Stock Compensation | 6 Months Ended |
Jun. 30, 2024 | |
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 six months ended June 30, 2024 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 762,000 shares and had an aggregate grant date fair value of $15.7 million. During the six months ended June 30, 2023 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 585,000 shares and had an aggregate grant date fair value of $8.0 million. The Committee did not authorize any grants of stock options during the six months ended June 30, 2024. During the six months ended June 30, 2023 the Committee authorized, from approved stock incentive plans, grants of stock options to purchase a total of 11,000 shares 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 51,000 and 56,000 shares in the six months ended June 30, 2024 and 2023, respectively, through the ESPP. Stock Compensation Expense The following weighted-average assumptions were used to determine the fair value of shares purchased under the ESPP: Three Months Ended Six Months Ended ESPP ESPP Expected life 0.5 Years 0.5 Years Expected stock price volatility 0.48 0.48 Risk-free interest rate 5.26% 5.26% The following table summarizes total stock compensation expenses prior to the capitalization of amounts into Inventory and Deferred preservation costs (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 RSA, RSU, and PSU expense $ 3,873 $ 3,396 $ 6,858 $ 6,038 Stock option and ESPP expense 583 723 1,270 1,595 Total stock compensation expense $ 4,456 $ 4,119 $ 8,128 $ 7,633 |
(Loss) Income Per Common Share
(Loss) Income Per Common Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
(Loss) Income Per Common Share | (Loss) Income Per Common Share The following table sets forth the computation of basic and diluted (loss) income per common share (in thousands, except per share data): Three Months Ended Six Months Ended Basic (loss) income per common share 2024 2023 2024 2023 Net (loss) income $ (2,121) $ (3,382) $ 5,412 $ (16,914) Net loss (income) allocated to participating securities 4 12 (13) 68 Net (loss) income allocated to common shareholders $ (2,117) $ (3,370) $ 5,399 $ (16,846) Basic weighted-average common shares outstanding 41,683 40,755 41,487 40,595 Basic (loss) income per common share $ (0.05) $ (0.08) $ 0.13 $ (0.41) Three Months Ended Six Months Ended Diluted (loss) income per common share 2024 2023 2024 2023 Net (loss) income $ (2,121) $ (3,382) $ 5,412 $ (16,914) Net loss (income) allocated to participating securities 4 12 (12) 68 Net (loss) income allocated to common shareholders $ (2,117) $ (3,370) $ 5,400 $ (16,846) Basic weighted-average common shares outstanding 41,683 40,755 41,487 40,595 Effect of dilutive stock options and awards — — 918 — Diluted weighted-average common shares outstanding 41,683 40,755 42,405 40,595 Diluted (loss) income per common share $ (0.05) $ (0.08) $ 0.13 $ (0.41) 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 months ended June 30, 2024 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. For the six months ended June 30, 2024 781,000 potential common shares related to stock options and awards were antidilutive and excluded from the calculation of diluted weighted-average common shares outstanding. For the three and six months ended June 30, 2023 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2024 | |
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 TM , NEXUS®, NEXUS DUO TM , E-vita Thoracic 3G, and Artivex TM . Abdominal stent grafts include our E-xtra Design Engineering, E-nside TM , E-tegra TM , E-ventus TM BX, and E-liac TM 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 Six Months Ended 2024 2023 2024 2023 Revenues: Medical devices $ 73,210 $ 66,003 $ 144,324 $ 128,294 Preservation services 24,809 23,248 51,126 44,186 Total revenues 98,019 89,251 195,450 172,480 Cost of products and preservation services: Medical devices 24,545 20,977 48,295 40,510 Preservation services 10,150 10,190 20,885 20,159 Total cost of products and preservation services 34,695 31,167 69,180 60,669 Gross margin: Medical devices 48,665 45,026 96,029 87,784 Preservation services 14,659 13,058 30,241 24,027 Total gross margin $ 63,324 $ 58,084 $ 126,270 $ 111,811 The following table summarizes net revenues by product and service (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Products: Aortic stent grafts $ 32,190 $ 28,359 $ 64,293 $ 54,509 On-X 20,645 17,946 40,326 35,602 Surgical sealants 18,545 16,566 35,526 33,269 Other 1,830 3,132 4,179 4,914 Total products 73,210 66,003 144,324 128,294 Preservation services 24,809 23,248 51,126 44,186 Total revenues $ 98,019 $ 89,251 $ 195,450 $ 172,480 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Endospan Option and Loan Amendments On July 1, 2024 Artivion and Endospan entered into the Endospan Option Amendment and the Endospan Loan Amendment. Under the terms of the Endospan Option Amendment, the price to acquire all of Endospan's outstanding securities from Endospan’s securityholders at the time of acquisition, or the option to acquire all of Endospan’s assets under the Endospan Option was reduced from $250.0 million to $175.0 million, resulting in an upfront acquisition purchase price of $135.0 million, inclusive of the loan off-set. There is no longer a minimum earnout payment of $100.0 million and the maximum earnout payment of $200.0 million remains the same. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net income (loss) | $ (2,121) | $ (3,382) | $ 5,412 | $ (16,914) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | 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, 2023 has been derived from audited financial statements. The accompanying unaudited Condensed Consolidated Financial Statements as of, and for the three and six months ended, June 30, 2024 and 2023 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. Certain prior-year amounts have been reclassified to conform to the current year presentation. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. 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, 2023 filed with the SEC on February 23, 2024. |
New Accounting Standards | New Accounting Standards Not Yet Effective In December 2023 the FASB issued ASU 2023-09, Income Taxes Topic 740 - Improvements to Income Tax Disclosures . This amendment is expected to enhance the transparency and decision usefulness of income tax disclosures by requiring public business entities, on an annual basis, to disclose specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid. This revised guidance is effective for financial statements issued for fiscal years beginning after December 15, 2024. We are currently evaluating the impacts of the new standard. In November 2023 the FASB issued ASU 2023-07, Segment Reporting Topic 280 - Improvements to Reportable Segment Disclosures. This amendment requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. We are currently evaluating the impacts of the new standard. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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): June 30, 2024 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 24,161 $ — $ — $ 24,161 Certificates of deposit 3,960 — — 3,960 Total assets $ 28,121 $ — $ — $ 28,121 Long-term liabilities: Contingent consideration — — (48,210) (48,210) Total liabilities $ — $ — $ (48,210) $ (48,210) December 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 22,802 $ — $ — $ 22,802 Certificates of deposit 3,968 — — 3,968 Total assets $ 26,770 $ — $ — $ 26,770 Long-term liabilities: Contingent consideration — — (63,890) (63,890) Total liabilities $ — $ — $ (63,890) $ (63,890) |
Summary of Reconciliation of Changes in Fair Value of Level 3 Liabilities | Changes in fair value of Level 3 assets and liabilities are listed in the table below (in thousands): Contingent Consideration Balance as of December 31, 2023 $ (63,890) Change in valuation 15,680 Balance as of June 30, 2024 $ (48,210) |
Inventories, Net And Deferred_2
Inventories, Net And Deferred Preservation Costs (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories, net at June 30, 2024 and December 31, 2023 were comprised of the following (in thousands): June 30, December 31, Raw materials and supplies $ 36,521 $ 36,907 Work-in-process 13,533 12,687 Finished goods 30,748 32,382 Total inventories, net $ 80,802 $ 81,976 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Values of Indefinite Lived Intangible Assets | As of June 30, 2024 and December 31, 2023 the carrying values of our indefinite lived intangible assets were as follows (in thousands): June 30, December 31, Goodwill $ 244,008 $ 247,337 In-process R&D 2,087 2,154 Procurement contracts and agreements 2,013 2,013 |
Schedule of Goodwill by Reportable Segment | As of June 30, 2024 and December 31, 2023 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, 2023 $ 247,337 Foreign currency translation (3,329) Balance as of June 30, 2024 $ 244,008 |
Schedule of Gross Carrying Values, Accumulated Amortization, and Approximate Amortization Period of Definite Lived Intangible Assets | As of June 30, 2024 and December 31, 2023 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): June 30, 2024 Gross Carrying Accumulated Net Carrying Weighted Average Acquired technology $ 198,773 $ 63,622 $ 135,151 18.2 Other intangibles: Customer lists and relationships 28,668 10,976 17,692 21.6 Distribution and manufacturing rights and know-how 9,308 8,435 873 5.0 Patents 4,361 3,246 1,115 17.0 Other 10,117 4,636 5,481 5.0 Total other intangibles $ 52,454 $ 27,293 $ 25,161 9.6 December 31, 2023 Gross Carrying Accumulated Net Carrying Weighted Average Acquired technology $ 201,897 $ 59,304 $ 142,593 18.2 Other intangibles: Customer lists and relationships 28,729 10,334 18,395 21.6 Distribution and manufacturing rights and know-how 9,608 7,807 1,801 5.0 Patents 4,365 3,225 1,140 17.0 Other 7,815 3,680 4,135 5.0 Total other intangibles $ 50,517 $ 25,046 $ 25,471 10.0 |
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) Income (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Amortization expense $ 3,793 $ 3,805 $ 7,660 $ 7,687 |
Scheduled Amortization of Intangible Assets for Next Five Years | As of June 30, 2024 scheduled amortization of intangible assets for the next five years is as follows (in thousands): Remainder 2025 2026 2027 2028 2029 Total Amortization expense $ 7,565 $ 13,208 $ 12,909 $ 12,804 $ 12,584 $ 12,323 $ 71,393 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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: June 30, December 31, Operating lease right-of-use assets, net $ 41,655 $ 43,822 Current maturities of operating leases $ 3,283 $ 3,395 Non-current maturities of operating leases 41,967 43,977 Total operating lease liabilities $ 45,250 $ 47,372 Finance leases: Property and equipment, at cost $ 6,913 $ 6,862 Accumulated amortization (3,338) (3,136) Property and equipment, net $ 3,575 $ 3,726 Current maturities of finance leases $ 621 $ 582 Non-current maturities of finance leases 3,202 3,405 Total finance lease liabilities $ 3,823 $ 3,987 Weighted average remaining lease term (in years): Operating leases 10.0 10.4 Finance leases 6.2 6.8 Weighted average discount rate: Operating leases 6.3% 6.3% Finance leases 2.4% 2.2% |
Schedule 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) Income was as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Amortization of property and equipment $ 162 $ 133 $ 309 $ 264 Interest expense on finance leases 23 21 45 42 Total finance lease expense 185 154 354 306 Operating lease expense 1,977 1,829 3,897 3,631 Sublease income (70) — (199) — Total lease expense $ 2,092 $ 1,983 $ 4,052 $ 3,937 A summary of our cash flow information related to leases was as follows (in thousands): Six Months Ended Cash paid for amounts included in the measurement of lease liabilities: 2024 2023 Operating cash flows for operating leases $ 3,852 $ 3,627 Financing cash flows for finance leases 308 264 Operating cash flows for finance leases 45 42 |
Schedule of Lessee, Operating Lease, Liability, Maturity | Future minimum lease payments and sublease rental income are as follows (in thousands): Finance Operating Remainder of 2024 $ 338 $ 2,312 2025 692 7,322 2026 671 6,797 2027 660 6,149 2028 625 5,836 Thereafter 1,104 33,757 Total minimum lease payments 4,090 62,173 Less amount representing interest (267) (16,923) Present value of net minimum lease payments 3,823 45,250 Less current maturities (621) (3,283) Lease liabilities, less current maturities $ 3,202 $ 41,967 |
Schedule of Finance Lease, Liability, Fiscal Year Maturity | Future minimum lease payments and sublease rental income are as follows (in thousands): Finance Operating Remainder of 2024 $ 338 $ 2,312 2025 692 7,322 2026 671 6,797 2027 660 6,149 2028 625 5,836 Thereafter 1,104 33,757 Total minimum lease payments 4,090 62,173 Less amount representing interest (267) (16,923) Present value of net minimum lease payments 3,823 45,250 Less current maturities (621) (3,283) Lease liabilities, less current maturities $ 3,202 $ 41,967 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Short-Term and Long-Term Balances of Term Loan | The short-term and long-term balances of our Initial Term Loan Facility, Revolving Credit Facility, and other long-term borrowings were as follows (in thousands): June 30, December 31, Initial Term Loan Facility $ 190,000 $ — Revolving Credit Facility 30,000 — Convertible Senior Notes 100,000 100,000 Term loan balance — 211,500 2.45% Sparkasse Zollernalb (KFW Loan 1) — 61 1.40% Sparkasse Zollernalb (KFW Loan 2) 335 484 Total loan balance 320,335 312,045 Less unamortized loan origination costs (6,772) (5,063) Net borrowings 313,563 306,982 Less short-term loan balance, net (268) (1,451) Long-term loan balance, net $ 313,295 $ 305,531 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Net revenues by geographic location based on the location of the customer for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 North America $ 48,662 $ 46,268 $ 99,590 $ 89,513 EMEA 34,145 30,143 67,733 58,072 APAC 9,653 8,375 17,262 16,253 LATAM 5,559 4,465 10,865 8,642 Total revenues $ 98,019 $ 89,251 $ 195,450 $ 172,480 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 shares purchased under the ESPP: Three Months Ended Six Months Ended ESPP ESPP Expected life 0.5 Years 0.5 Years Expected stock price volatility 0.48 0.48 Risk-free interest rate 5.26% 5.26% |
Schedule of Total Stock Compensation Expenses | The following table summarizes total stock compensation expenses prior to the capitalization of amounts into Inventory and Deferred preservation costs (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 RSA, RSU, and PSU expense $ 3,873 $ 3,396 $ 6,858 $ 6,038 Stock option and ESPP expense 583 723 1,270 1,595 Total stock compensation expense $ 4,456 $ 4,119 $ 8,128 $ 7,633 |
(Loss) Income Per Common Share
(Loss) Income Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted (Loss) Income Per Common Share | The following table sets forth the computation of basic and diluted (loss) income per common share (in thousands, except per share data): Three Months Ended Six Months Ended Basic (loss) income per common share 2024 2023 2024 2023 Net (loss) income $ (2,121) $ (3,382) $ 5,412 $ (16,914) Net loss (income) allocated to participating securities 4 12 (13) 68 Net (loss) income allocated to common shareholders $ (2,117) $ (3,370) $ 5,399 $ (16,846) Basic weighted-average common shares outstanding 41,683 40,755 41,487 40,595 Basic (loss) income per common share $ (0.05) $ (0.08) $ 0.13 $ (0.41) Three Months Ended Six Months Ended Diluted (loss) income per common share 2024 2023 2024 2023 Net (loss) income $ (2,121) $ (3,382) $ 5,412 $ (16,914) Net loss (income) allocated to participating securities 4 12 (12) 68 Net (loss) income allocated to common shareholders $ (2,117) $ (3,370) $ 5,400 $ (16,846) Basic weighted-average common shares outstanding 41,683 40,755 41,487 40,595 Effect of dilutive stock options and awards — — 918 — Diluted weighted-average common shares outstanding 41,683 40,755 42,405 40,595 Diluted (loss) income per common share $ (0.05) $ (0.08) $ 0.13 $ (0.41) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Summary of 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 Six Months Ended 2024 2023 2024 2023 Revenues: Medical devices $ 73,210 $ 66,003 $ 144,324 $ 128,294 Preservation services 24,809 23,248 51,126 44,186 Total revenues 98,019 89,251 195,450 172,480 Cost of products and preservation services: Medical devices 24,545 20,977 48,295 40,510 Preservation services 10,150 10,190 20,885 20,159 Total cost of products and preservation services 34,695 31,167 69,180 60,669 Gross margin: Medical devices 48,665 45,026 96,029 87,784 Preservation services 14,659 13,058 30,241 24,027 Total gross margin $ 63,324 $ 58,084 $ 126,270 $ 111,811 |
Summary of Net Revenues by Product and Service | The following table summarizes net revenues by product and service (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Products: Aortic stent grafts $ 32,190 $ 28,359 $ 64,293 $ 54,509 On-X 20,645 17,946 40,326 35,602 Surgical sealants 18,545 16,566 35,526 33,269 Other 1,830 3,132 4,179 4,914 Total products 73,210 66,003 144,324 128,294 Preservation services 24,809 23,248 51,126 44,186 Total revenues $ 98,019 $ 89,251 $ 195,450 $ 172,480 |
Sale of PerClot (Details)
Sale of PerClot (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
May 23, 2023 | Jul. 28, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from sale of assets | $ 0 | $ 14,250 | ||||
Gain (loss) on disposition | $ 0 | $ 14,250 | 0 | 14,250 | ||
Revenue | 98,019 | 89,251 | 195,450 | 172,480 | ||
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 | 14,300 | ||||
Revenue | $ 320 | $ 1,600 | $ 1,300 | $ 1,600 | ||
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 | SMI | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Contingent liability payment | $ 4,500 | 4,500 | ||||
Per Clot | Upon Our Receipt of Premarket Approval | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from sale of assets | 18,800 | |||||
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 | |||||
Contractual period | 21 months | |||||
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) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2024 USD ($) | Sep. 11, 2019 USD ($) tranche | May 31, 2023 USD ($) | Sep. 30, 2020 USD ($) | Sep. 30, 2019 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | |
Variable Interest Entity [Line Items] | |||||||||
Number of tranches | tranche | 3 | ||||||||
Expense | $ 983,000 | $ 4,241,000 | $ 2,392,000 | $ 3,278,000 | |||||
Variable Interest Entity, Primary Beneficiary | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Securities purchase option agreement | $ 1,000,000 | ||||||||
Option to purchase outstanding securities | $ 250,000,000 | ||||||||
Securities purchase option agreement, expiration period | 90 days | ||||||||
Funding of loan agreement per tranche | $ 5,000,000 | ||||||||
Funded second tranche payment | $ 5,000,000 | $ 5,000,000 | |||||||
Required percentage of number of patients before tranche of loan funding can be acquired | 50% | ||||||||
Expense | 5,000,000 | 5,000,000 | |||||||
Variable Interest Entity, Primary Beneficiary | Secured Debt | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Loan provided | 15,000,000 | ||||||||
Loans at fair value | $ 0 | $ 0 | |||||||
Variable Interest Entity, Primary Beneficiary | Minimum | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Option to purchase outstanding securities | $ 350,000,000 | ||||||||
Variable Interest Entity, Primary Beneficiary | Maximum | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Option to purchase outstanding securities | $ 450,000,000 | ||||||||
JOTEC GmbH | Variable Interest Entity, Primary Beneficiary | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Distribution fee | $ 9,000,000 |
Financial Instruments (Summary
Financial Instruments (Summary Of Financial Instruments Measured At Fair Value) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | $ 28,121 | $ 26,770 |
Contingent consideration | (48,210) | (63,890) |
Total liabilities | (48,210) | (63,890) |
Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents: | 24,161 | 22,802 |
Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents: | 3,960 | 3,968 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 28,121 | 26,770 |
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: | 24,161 | 22,802 |
Level 1 | Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents: | 3,960 | 3,968 |
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 | 0 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 0 | 0 |
Contingent consideration | (48,210) | (63,890) |
Total liabilities | (48,210) | (63,890) |
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 | $ 0 |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Sep. 02, 2020 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Realized investment gains (losses) | $ 0 | $ 0 | $ 0 | $ 0 | ||
Change in fair value of contingent consideration | (15,680,000) | 15,700,000 | ||||
Business combination, contingent consideration, liability | 48,200,000 | 48,200,000 | $ 63,900,000 | |||
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 | $ 100,000,000 | |||||
Change in fair value of contingent consideration | $ 1,800,000 | $ 10,900,000 | $ (15,700,000) | $ 15,700,000 | ||
Ascyrus Medical LLC | Measurement Input, Discount Rate | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Contingent consideration, measurement input | 0.17 | 0.17 |
Financial Instruments (Reconcil
Financial Instruments (Reconciliation Of Changes In Fair Value Of Level 3 Liabilities) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Contingent Consideration | ||
Beginning balance | $ (63,890) | |
Change in valuation | 15,680 | $ (15,700) |
Ending balance | $ (48,210) |
Inventories, net and Deferred_3
Inventories, net and Deferred Preservation Costs (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 36,521 | $ 36,907 |
Work-in-process | 13,533 | 12,687 |
Finished goods | 30,748 | 32,382 |
Total inventories, net | $ 80,802 | $ 81,976 |
Inventories, net and Deferred_4
Inventories, net and Deferred Preservation Costs (Narrative) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory [Line Items] | ||
Consignment inventory | $ 10,500 | $ 10,700 |
Deferred preservation costs, net | 50,674 | 49,804 |
Inventory valuation reserve | $ 2,900 | $ 3,000 |
Domestic | ||
Inventory [Line Items] | ||
Consignment inventory percentage | 41% | 44% |
International | ||
Inventory [Line Items] | ||
Consignment inventory percentage | 59% | 56% |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Schedule of Carrying Values of Indefinite Lived Intangible Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill | $ 244,008 | $ 247,337 |
In-process R&D | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Total indefinite-lived intangible assets | 2,087 | 2,154 |
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 (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of indefinite lived intangible assets | $ 0 | $ 0 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Schedule of Goodwill by Reportable Segment) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 247,337 |
Foreign currency translation | (3,329) |
Ending balance | $ 244,008 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets (Schedule of Gross Carrying Values, Accumulated Amortization, and Approximate Amortization Period of Definite Lived Intangible Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Net Carrying Value | $ 135,151 | $ 142,593 |
Total other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 52,454 | 50,517 |
Accumulated Amortization | 27,293 | 25,046 |
Net Carrying Value | $ 25,161 | $ 25,471 |
Weighted Average Useful Life (Years) | 9 years 7 months 6 days | 10 years |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 198,773 | $ 201,897 |
Accumulated Amortization | 63,622 | 59,304 |
Net Carrying Value | $ 135,151 | $ 142,593 |
Weighted Average Useful Life (Years) | 18 years 2 months 12 days | 18 years 2 months 12 days |
Customer lists and relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 28,668 | $ 28,729 |
Accumulated Amortization | 10,976 | 10,334 |
Net Carrying Value | $ 17,692 | $ 18,395 |
Weighted Average Useful Life (Years) | 21 years 7 months 6 days | 21 years 7 months 6 days |
Distribution and manufacturing rights and know-how | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 9,308 | $ 9,608 |
Accumulated Amortization | 8,435 | 7,807 |
Net Carrying Value | $ 873 | $ 1,801 |
Weighted Average Useful Life (Years) | 5 years | 5 years |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 4,361 | $ 4,365 |
Accumulated Amortization | 3,246 | 3,225 |
Net Carrying Value | $ 1,115 | $ 1,140 |
Weighted Average Useful Life (Years) | 17 years | 17 years |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 10,117 | $ 7,815 |
Accumulated Amortization | 4,636 | 3,680 |
Net Carrying Value | $ 5,481 | $ 4,135 |
Weighted Average Useful Life (Years) | 5 years | 5 years |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets (Summary of Amortization Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 3,793 | $ 3,805 | $ 7,660 | $ 7,687 |
Goodwill and Other Intangible_8
Goodwill and Other Intangible Assets (Scheduled Amortization of Intangible Assets for Next Five Years) (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2024 | $ 7,565 |
2025 | 13,208 |
2026 | 12,909 |
2027 | 12,804 |
2028 | 12,584 |
2029 | 12,323 |
Total | $ 71,393 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate expense | (13.00%) | 27% | 48% | 46% | |
Net deferred tax liability | $ 18.4 | $ 18.4 | $ 20.8 | ||
Valuation allowances against deferred tax assets | $ 29.4 | $ 29.4 | $ 32.9 |
Leases (Schedule Of Supplementa
Leases (Schedule Of Supplemental Balance Sheet Information Related To Leases) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Operating leases: | ||
Operating lease right-of-use assets, net | $ 41,655 | $ 43,822 |
Current maturities of operating leases | 3,283 | 3,395 |
Non-current maturities of operating leases | 41,967 | 43,977 |
Total operating lease liabilities | 45,250 | 47,372 |
Finance leases: | ||
Property and equipment, at cost | 6,913 | 6,862 |
Accumulated amortization | (3,338) | (3,136) |
Property and equipment, net | 3,575 | 3,726 |
Current maturities of finance leases | 621 | 582 |
Non-current maturities of finance leases | 3,202 | 3,405 |
Total finance lease liabilities | $ 3,823 | $ 3,987 |
Weighted average remaining lease term (in years): Operating leases | 10 years | 10 years 4 months 24 days |
Weighted average remaining lease term (in years): Finance leases | 6 years 2 months 12 days | 6 years 9 months 18 days |
Weighted average discount rate: Operating leases | 6.30% | 6.30% |
Weighted average discount rate: Finance leases | 2.40% | 2.20% |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current |
Leases (Summary Of Lease Costs)
Leases (Summary Of Lease Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||||
Amortization of property and equipment | $ 162 | $ 133 | $ 309 | $ 264 |
Interest expense on finance leases | 23 | 21 | 45 | 42 |
Total finance lease expense | 185 | 154 | 354 | 306 |
Operating lease expense | 1,977 | 1,829 | 3,897 | 3,631 |
Sublease income | (70) | 0 | (199) | 0 |
Total lease expense | $ 2,092 | $ 1,983 | $ 4,052 | $ 3,937 |
Leases (Schedule Of Supplemen_2
Leases (Schedule Of Supplemental Cash Flow Information Related To Leases) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 3,852 | $ 3,627 |
Financing cash flows for finance leases | 308 | 264 |
Operating cash flows for finance leases | $ 45 | $ 42 |
Leases (Schedule Of Minimum Lea
Leases (Schedule Of Minimum Lease Payments For Finance, Operating, And Sublease Income Leases) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finance Leases | ||
Remainder of 2024 | $ 338 | |
2025 | 692 | |
2026 | 671 | |
2027 | 660 | |
2028 | 625 | |
Thereafter | 1,104 | |
Total minimum lease payments | 4,090 | |
Less amount representing interest | (267) | |
Present value of net minimum lease payments | 3,823 | $ 3,987 |
Less current maturities | (621) | (582) |
Lease liabilities, less current maturities | 3,202 | 3,405 |
Operating Leases | ||
Remainder of 2024 | 2,312 | |
2025 | 7,322 | |
2026 | 6,797 | |
2027 | 6,149 | |
2028 | 5,836 | |
Thereafter | 33,757 | |
Total minimum lease payments | 62,173 | |
Less amount representing interest | (16,923) | |
Present value of net minimum lease payments | 45,250 | 47,372 |
Less current maturities | (3,283) | (3,395) |
Lease liabilities, less current maturities | $ 41,967 | $ 43,977 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2025 | Jan. 18, 2024 USD ($) | Jun. 18, 2020 USD ($) $ / shares | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) day | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Line of Credit Facility [Line Items] | ||||||||
Secured term loan facility | $ 320,335,000 | $ 320,335,000 | $ 312,045,000 | |||||
Payments of debt issuance costs | 10,044,000 | $ 0 | ||||||
Interest expense | 8,300,000 | $ 6,400,000 | 16,100,000 | 12,500,000 | ||||
Loss on extinguishment of debt | 0 | 0 | 3,669,000 | 0 | ||||
Long-term debt | 313,563,000 | 313,563,000 | 306,982,000 | |||||
Convertible Senior Notes | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Face value | $ 100,000,000 | |||||||
Secured term loan facility | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Interest expense | 1,200,000 | $ 1,200,000 | 2,500,000 | $ 2,500,000 | ||||
Unamortized debt issuance costs | $ 770,000 | $ 770,000 | 1,100,000 | |||||
Interest rate on amounts borrowed | 4.25% | 4.25% | ||||||
Effective interest rate | 5.05% | 5.05% | ||||||
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 | $ 125,500,000 | $ 125,500,000 | ||||||
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% | |||||||
Convertible Senior Notes | Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term debt | 100,000,000 | $ 100,000,000 | 100,000,000 | |||||
Secured Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Secured term loan facility | 0 | 0 | $ 211,500,000 | |||||
Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest expense | 6,900,000 | 12,700,000 | ||||||
Non-cash Amortization of Debt Issuance Costs | Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest expense | 298,000 | 639,000 | ||||||
Credit and Guaranty Agreement | Secured Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Face value | $ 350,000,000 | |||||||
Initial Term Loan Facility | Secured Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Face value | 190,000,000 | |||||||
Secured term loan facility | 190,000,000 | |||||||
Payments of debt issuance costs | 6,500,000 | |||||||
Unamortized debt issuance costs | 6,000,000 | 6,000,000 | ||||||
Delayed Draw Term Loan Facility | Secured Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Face value | $ 100,000,000 | |||||||
Debt issuance costs, net | $ 3,700,000 | 3,700,000 | ||||||
Commitment fee percentage | 1% | |||||||
Term Loan Facilities | Secured Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Loss on extinguishment of debt | $ 3,700,000 | |||||||
Effective interest rate | 11.83% | 11.83% | ||||||
Term Loan Facilities | Secured Debt | Forecast | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, net leverage ratio | 3.75 | |||||||
Term Loan Facilities | If Certain Conditions Are Met After Q2, 2025 | Secured Debt | Forecast | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Decrease in basis spread on variable rate | 0.0025 | |||||||
Term Loan Facilities | If Certain Conditions Are Met After Q2, 2025 | Secured Debt | Base Rate | Forecast | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Credit facility margin | 5.25% | |||||||
Term Loan Facilities | If Certain Conditions Are Met After Q2, 2025 | Secured Debt | SOFR | Forecast | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Credit facility margin | 6.25% | |||||||
Revolving Credit Facility | Secured Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Face value | $ 60,000,000 | |||||||
Debt instrument, unused borrowing capacity, amount | 30,000,000 | |||||||
Secured term loan facility | $ 30,000,000 | |||||||
Debt issuance costs, net | $ 3,700,000 | $ 3,700,000 | ||||||
Commitment fee percentage | 0.50% | |||||||
Revolving Credit Facility | If Prepayment Occurs Prior To January 18, 2025 | Secured Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt prepayment premium | 5% | |||||||
Revolving Credit Facility | If Prepayment Occurs After January 18, 2025 And Prior To January 18, 2026 | Secured Debt | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt prepayment premium | 1% | |||||||
Secured Debt | For Period from Second Quarter To Fourth Quarter of Fiscal Year 2024 | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, net leverage ratio | 6.25 | |||||||
Secured Debt | From First Quarter of Fiscal Year 2025 and Thereafter | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, net leverage ratio | 5.75 | |||||||
Secured Debt | Term Loan Facilities | Base Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Credit facility margin | 5.50% | |||||||
Secured Debt | Term Loan Facilities | SOFR | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Credit facility margin | 6.50% | |||||||
Secured Debt | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Effective interest rate | 9.33% | 9.33% | ||||||
Secured Debt | Revolving Credit Facility | Base Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate on amounts borrowed | 3% | |||||||
Secured Debt | Revolving Credit Facility | SOFR | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate on amounts borrowed | 4% |
Debt (Schedule Of Short-Term An
Debt (Schedule Of Short-Term And Long-Term Balances Of Term Loan) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jan. 18, 2024 | Dec. 31, 2023 | Jun. 18, 2020 |
Debt Instrument [Line Items] | ||||
Total loan balance | $ 320,335 | $ 312,045 | ||
Less unamortized loan origination costs | (6,772) | (5,063) | ||
Net borrowings | 313,563 | 306,982 | ||
Less short-term loan balance, net | (268) | (1,451) | ||
Long-term loan balance, net | 313,295 | 305,531 | ||
Convertible Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Total loan balance | 100,000 | 100,000 | ||
Interest rate on amounts borrowed | 4.25% | 4.25% | ||
Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Total loan balance | 0 | 211,500 | ||
2.45% Sparkasse Zollernalb (KFW Loan 1) | ||||
Debt Instrument [Line Items] | ||||
Total loan balance | $ 0 | 61 | ||
Interest rate on amounts borrowed | 2.45% | |||
1.40% Sparkasse Zollernalb (KFW Loan 2) | ||||
Debt Instrument [Line Items] | ||||
Total loan balance | $ 335 | 484 | ||
Interest rate on amounts borrowed | 1.40% | |||
Initial Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Total loan balance | $ 190,000 | 0 | ||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total loan balance | $ 30,000 | $ 0 |
Revenue Recognition (Disaggrega
Revenue Recognition (Disaggregation Of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 98,019 | $ 89,251 | $ 195,450 | $ 172,480 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 48,662 | 46,268 | 99,590 | 89,513 |
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 34,145 | 30,143 | 67,733 | 58,072 |
APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 9,653 | 8,375 | 17,262 | 16,253 |
LATAM | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 5,559 | $ 4,465 | $ 10,865 | $ 8,642 |
Stock Compensation (Narrative)
Stock Compensation (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Capitalized stock compensation expense | $ 204 | $ 182 | $ 398 | $ 354 |
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) | 51,000 | 56,000 | ||
RSAs, RSUs And PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized awards from approved stock incentive plans (in shares) | 762,000 | 585,000 | ||
Aggregate grant date market value | $ 15,700 | $ 8,000 | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized awards from approved stock incentive plans (in shares) | 0 | 11,000 |
Stock Compensation (Schedule Of
Stock Compensation (Schedule Of Weighted-Average Assumptions Used To Determine The Fair Value Of Options) (Details) - ESPP | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 6 months | 6 months |
Expected stock price volatility | 48% | 48% |
Risk-free interest rate | 5.26% | 5.26% |
Stock Compensation (Summary Of
Stock Compensation (Summary Of Total Stock Compensation Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock compensation expense | $ 4,456 | $ 4,119 | $ 8,128 | $ 7,633 |
RSA, RSU, and PSU expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock compensation expense | 3,873 | 3,396 | 6,858 | 6,038 |
Stock option and ESPP expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock compensation expense | $ 583 | $ 723 | $ 1,270 | $ 1,595 |
(Loss) Income Per Common Shar_2
(Loss) Income Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Basic (loss) income per common share | ||||
Net (loss) income | $ (2,121) | $ (3,382) | $ 5,412 | $ (16,914) |
Net loss (income) allocated to participating securities | 4 | 12 | (13) | 68 |
Net (loss) income allocated to common shareholders | $ (2,117) | $ (3,370) | $ 5,399 | $ (16,846) |
Basic weighted-average common shares outstanding (in shares) | 41,683,000 | 40,755,000 | 41,487,000 | 40,595,000 |
Basic (loss) income per common share (in usd per share) | $ (0.05) | $ (0.08) | $ 0.13 | $ (0.41) |
Diluted (loss) income per common share | ||||
Net (loss) income | $ (2,121) | $ (3,382) | $ 5,412 | $ (16,914) |
Net loss (income) allocated to participating securities | 4 | 12 | (12) | 68 |
Net (loss) income allocated to common shareholders | $ (2,117) | $ (3,370) | $ 5,400 | $ (16,846) |
Basic weighted-average common shares outstanding (in shares) | 41,683,000 | 40,755,000 | 41,487,000 | 40,595,000 |
Effect of dilutive stock options and awards (in shares) | 0 | 0 | 918,000 | 0 |
Diluted weighted-average common shares outstanding (in shares) | 41,683,000 | 40,755,000 | 42,405,000 | 40,595,000 |
Diluted (loss) income per common share (in usd per share) | $ (0.05) | $ (0.08) | $ 0.13 | $ (0.41) |
Antidilutive shares (in shares) | 781,000 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) segment | Jun. 30, 2023 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Total revenues | $ 98,019,000 | $ 89,251,000 | $ 195,450,000 | $ 172,480,000 |
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Total 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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 98,019 | $ 89,251 | $ 195,450 | $ 172,480 |
Total cost of products and preservation services | 34,695 | 31,167 | 69,180 | 60,669 |
Gross margin | 63,324 | 58,084 | 126,270 | 111,811 |
Medical devices | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 144,324 | 128,294 | ||
Total cost of products and preservation services | 48,295 | 40,510 | ||
Gross margin | 48,665 | 45,026 | 96,029 | 87,784 |
Preservation services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 51,126 | 44,186 | ||
Total cost of products and preservation services | 20,885 | 20,159 | ||
Gross margin | 14,659 | 13,058 | $ 30,241 | $ 24,027 |
Operating Segments | Medical devices | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 73,210 | 66,003 | ||
Total cost of products and preservation services | 24,545 | 20,977 | ||
Operating Segments | Preservation services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 24,809 | 23,248 | ||
Total cost of products and preservation services | $ 10,150 | $ 10,190 |
Segment Information (Summary Of
Segment Information (Summary Of Net Revenues By Product And Service) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Product Information [Line Items] | ||||
Total revenues | $ 98,019 | $ 89,251 | $ 195,450 | $ 172,480 |
Products | ||||
Product Information [Line Items] | ||||
Total revenues | 73,210 | 66,003 | 144,324 | 128,294 |
Aortic stent grafts | ||||
Product Information [Line Items] | ||||
Total revenues | 32,190 | 28,359 | 64,293 | 54,509 |
On-X | ||||
Product Information [Line Items] | ||||
Total revenues | 20,645 | 17,946 | 40,326 | 35,602 |
Surgical sealants | ||||
Product Information [Line Items] | ||||
Total revenues | 18,545 | 16,566 | 35,526 | 33,269 |
Other | ||||
Product Information [Line Items] | ||||
Total revenues | 1,830 | 3,132 | 4,179 | 4,914 |
Preservation services | ||||
Product Information [Line Items] | ||||
Total revenues | $ 24,809 | $ 23,248 | $ 51,126 | $ 44,186 |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 01, 2024 USD ($) tranche | Jun. 30, 2024 USD ($) | Sep. 11, 2019 USD ($) tranche |
Subsequent Event [Line Items] | |||
Number of tranches | tranche | 3 | ||
Variable Interest Entity, Primary Beneficiary | |||
Subsequent Event [Line Items] | |||
Option to purchase outstanding securities | $ 250,000,000 | ||
Funding of loan agreement per tranche | $ 5,000,000 | ||
Variable Interest Entity, Primary Beneficiary | Secured Debt | |||
Subsequent Event [Line Items] | |||
Loan provided | $ 15,000,000 | ||
Variable Interest Entity, Primary Beneficiary | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Option to purchase outstanding securities | $ 175,000,000 | ||
Minimum amount of future consideration payment | 0 | ||
Securities purchase option agreement, payment | 100,000,000 | ||
Maximum amount of future consideration payment | 200,000,000 | ||
Variable Interest Entity, Primary Beneficiary | Subsequent Event | Secured Debt | |||
Subsequent Event [Line Items] | |||
Loan provided | $ 25,000,000 | ||
Number of tranches | tranche | 3 | ||
Variable Interest Entity, Primary Beneficiary | Subsequent Event | Upfront Acquisition Purchase Price | |||
Subsequent Event [Line Items] | |||
Option to purchase outstanding securities | $ 135,000,000 | ||
Variable Interest Entity, Primary Beneficiary | Subsequent Event | Tranche One | Secured Debt | |||
Subsequent Event [Line Items] | |||
Funding of loan agreement per tranche | 7,000,000 | ||
Variable Interest Entity, Primary Beneficiary | Subsequent Event | Tranche Two | Secured Debt | |||
Subsequent Event [Line Items] | |||
Funding of loan agreement per tranche | 10,000,000 | ||
Variable Interest Entity, Primary Beneficiary | Subsequent Event | Tranche Three | Secured Debt | |||
Subsequent Event [Line Items] | |||
Funding of loan agreement per tranche | $ 8,000,000 |