Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 11, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Central Index Key | 784,199 | ||
Entity Registrant Name | CRYOLIFE INC | ||
Trading Symbol | cry | ||
Entity Common Stock, Shares Outstanding | 32,254,625 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 285,707,713 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 37,588 | $ 33,375 |
Restricted securities | 830 | 884 |
Receivables: | ||
Trade accounts, net | 23,419 | 21,064 |
Other | 3,253 | 1,799 |
Total receivables | 26,672 | 22,863 |
Inventories | 14,643 | 12,739 |
Deferred preservation costs | 24,741 | 25,196 |
Deferred income taxes | 6,210 | |
Prepaid expenses and other | 5,189 | 4,761 |
Total current assets | 109,663 | 106,028 |
Property and equipment: | ||
Equipment and software | 28,608 | 26,699 |
Furniture and fixtures | 4,483 | 4,375 |
Leasehold improvements | 30,902 | 30,660 |
Total property and equipment | 63,993 | 61,734 |
Less accumulated depreciation and amortization | 52,509 | 49,732 |
Net property and equipment | 11,484 | 12,002 |
Other assets: | ||
Restricted cash | 5,000 | 5,000 |
Goodwill | 11,365 | 11,365 |
Patents, less accumulated amortization of $2,664 in 2015 and $2,497 in 2014 | 1,417 | 1,784 |
Trademarks and other intangibles, less accumulated amortization of $7,997 in 2015 and $6,352 in 2014 | 18,480 | 19,496 |
Deferred income taxes | 18,188 | 15,659 |
Other | 5,582 | 4,823 |
Total assets | 181,179 | 176,157 |
Current liabilities: | ||
Accounts payable | 4,590 | 4,497 |
Taxes payable | 58 | 46 |
Accrued compensation | 6,335 | 5,406 |
Accrued procurement fees | 4,445 | 4,675 |
Accrued expenses | 2,847 | 2,991 |
Other | 1,330 | 3,012 |
Total current liabilities | 19,605 | 20,627 |
Deferred compensation liability | 1,927 | 1,918 |
Deferred rent obligations | 1,735 | 1,649 |
Other | 2,661 | 3,278 |
Total liabilities | $ 25,928 | $ 27,472 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common stock $0.01 par value per share, 75,000 shares authorized, 29,766 shares issued in 2015 and 29,229 shares issued in 2014 | $ 298 | $ 292 |
Additional paid-in capital | 142,888 | 135,227 |
Retained earnings | 23,365 | 22,768 |
Accumulated other comprehensive loss | (76) | (121) |
Treasury stock at cost, 1,265 shares in 2015 and 1,101 in 2014 | (11,224) | (9,481) |
Total shareholders' equity | 155,251 | 148,685 |
Total liabilities and shareholders' equity | $ 181,179 | $ 176,157 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Trademarks and other intangibles, accumulated amortization | $ 7,997 | $ 6,352 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 29,766,000 | 29,229,000 |
Treasury stock at cost, shares | 1,265,000 | 1,101,000 |
Series A Junior Participating Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 460,000 | 460,000 |
Preferred stock, shares issued | 0 | 0 |
Patents [Member] | ||
Accumulated amortization | $ 2,664 | $ 2,497 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues: | |||
Products | $ 83,081 | $ 81,883 | $ 76,194 |
Preservation services | 62,817 | 62,758 | 64,498 |
Other | 71 | ||
Total revenues | 145,898 | 144,641 | 140,763 |
Cost of products and preservation services: | |||
Products | 18,663 | 17,167 | 15,147 |
Preservation services | 36,516 | 36,183 | 35,230 |
Total cost of products and preservation services | 55,179 | 53,350 | 50,377 |
Gross margin | 90,719 | 91,291 | 90,386 |
Operating expenses: | |||
General, administrative, and marketing | 74,929 | 73,754 | 68,112 |
Research and development | 10,436 | 8,699 | 8,454 |
Total operating expenses | 85,365 | 82,453 | 76,566 |
Operating income | 5,354 | 8,838 | 13,820 |
Interest expense | (62) | 175 | 71 |
Interest income | (45) | (50) | (4) |
Gain on sale of Medafor investment | (891) | (530) | (12,742) |
Other than temporary investment impairment | 3,229 | ||
Other expense (income), net | 484 | 540 | (26) |
Income before income taxes | 5,868 | 8,703 | 23,292 |
Income tax expense | 1,863 | 1,381 | 7,120 |
Net income | $ 4,005 | $ 7,322 | $ 16,172 |
Income per common share: | |||
Basic | $ 0.14 | $ 0.26 | $ 0.59 |
Diluted | 0.14 | 0.25 | 0.57 |
Dividends declared per common share | $ 0.120 | $ 0.118 | $ 0.108 |
Weighted-average common shares outstanding: | |||
Basic | 27,744 | 27,379 | 26,885 |
Diluted | 28,542 | 28,313 | 27,698 |
Other comprehensive income (loss) | $ 45 | $ (128) | $ 46 |
Comprehensive income | $ 4,050 | $ 7,194 | $ 16,218 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows $ in Thousands, € in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Net cash flows from operating activities: | |||
Net income | $ 4,005 | $ 7,322 | $ 16,172 |
Adjustments to reconcile net income to net cash from operating activities: | |||
Gain on sale of Medafor investment | (891) | (530) | (12,742) |
Depreciation and amortization | 5,863 | 6,028 | 5,843 |
Non-cash compensation | 5,089 | 3,436 | 3,240 |
Other than temporary investment impairment | 3,229 | ||
Write-down of inventories and deferred preservation costs | 1,341 | 680 | 1,693 |
Deferred income taxes | 3,681 | 178 | 617 |
Other non-cash adjustments to income | 268 | (474) | 298 |
Changes in operating assets and liabilities: | |||
Receivables | (3,809) | (4,556) | (1,637) |
Inventories and deferred preservation costs | (2,262) | (1,131) | 193 |
Prepaid expenses and other assets | (1,187) | (2,771) | (706) |
Accounts payable, accrued expenses, and other liabilities | (656) | (64) | 572 |
Net cash flows provided by operating activities | 11,442 | 8,118 | 16,772 |
Net cash flows from investing activities: | |||
Sales and maturities of restricted securities and investments | 1,157 | 639 | |
Proceeds from sale of Medafor investment | 891 | 530 | 15,421 |
Capital expenditures | (3,490) | (4,310) | (4,338) |
Acquisition of French distribution business | (1,349) | ||
Purchases of restricted securities and investments | (1,085) | (1,208) | (20) |
Acquisition of intangible assets | (613) | (1,010) | (196) |
Other | 3 | 6 | 10 |
Net cash flows (used in) provided by investing activities | (4,486) | (5,353) | 10,877 |
Net cash flows from financing activities: | |||
Proceeds from exercise of stock options and issuance of common stock | 1,526 | 2,675 | 2,207 |
Cash dividends paid | (3,408) | (3,295) | (2,967) |
Repurchases of common stock | (5,588) | (1,523) | |
Redemption and repurchase of stock to cover tax withholdings | (1,386) | (1,483) | (681) |
Other | 458 | 738 | (87) |
Net cash flows used in financing activities | (2,810) | (6,953) | (3,051) |
Effect of exchange rate changes on cash | 67 | (80) | 36 |
Increase (decrease) in cash and cash equivalents | 4,213 | (4,268) | 24,634 |
Cash and cash equivalents, beginning of year | 33,375 | 37,643 | 13,009 |
Cash and cash equivalents, end of year | $ 37,588 | $ 33,375 | $ 37,643 |
Consolidated Statements Of Shar
Consolidated Statements Of Shareholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Total |
Balance at Dec. 31, 2012 | $ 275 | $ 122,414 | $ 5,536 | $ (39) | $ (74) | $ 128,112 |
Balance, shares at Dec. 31, 2012 | 27,486,000 | (14,000) | ||||
Net income | 16,172 | 16,172 | ||||
Other comprehensive income (loss) | 46 | 46 | ||||
Comprehensive income | 16,218 | |||||
Cash dividends paid | (2,967) | (2,967) | ||||
Equity compensation | $ 3 | 3,465 | 3,468 | |||
Equity compensation, shares | 352,000 | |||||
Exercise of options | $ 4 | 2,728 | $ (1,000) | $ 1,732 | ||
Exercise of options, shares | 365,000 | (102,000) | 365,000 | |||
Employee stock purchase plan | $ 1 | 474 | $ 475 | |||
Employee stock purchase plan, shares | 97,000 | 97,000 | ||||
Excess tax benefit/shortfall | (87) | $ (87) | ||||
Repurchase of common stock | $ (1,523) | (1,523) | ||||
Repurchase of common stock, shares | (253,000) | |||||
Redemption and repurchase of stock to cover tax withholdings | $ (1) | (409) | $ (271) | (681) | ||
Redemption and repurchase of stock to cover tax withholdings, shares | (56,000) | (44,000) | ||||
Balance at Dec. 31, 2013 | $ 282 | 128,585 | 18,741 | 7 | $ (2,868) | 144,747 |
Balance, shares at Dec. 31, 2013 | 28,244,000 | (413,000) | ||||
Net income | 7,322 | 7,322 | ||||
Other comprehensive income (loss) | (128) | (128) | ||||
Comprehensive income | 7,194 | |||||
Cash dividends paid | (3,295) | (3,295) | ||||
Equity compensation | $ 6 | 3,691 | 3,697 | |||
Equity compensation, shares | 642,000 | |||||
Exercise of options | $ 3 | 2,150 | $ (191) | $ 1,962 | ||
Exercise of options, shares | 297,000 | (18,000) | 297,000 | |||
Employee stock purchase plan | $ 1 | 712 | $ 713 | |||
Employee stock purchase plan, shares | 111,000 | 111,000 | ||||
Excess tax benefit/shortfall | 738 | $ 738 | ||||
Repurchase of common stock | $ (5,588) | $ (5,588) | ||||
Repurchase of common stock, shares | (585,000) | (585,000) | ||||
Redemption and repurchase of stock to cover tax withholdings | (649) | $ (834) | $ (1,483) | |||
Redemption and repurchase of stock to cover tax withholdings, shares | (65,000) | (85,000) | ||||
Balance at Dec. 31, 2014 | $ 292 | 135,227 | 22,768 | (121) | $ (9,481) | 148,685 |
Balance, shares at Dec. 31, 2014 | 29,229,000 | (1,101,000) | ||||
Net income | 4,005 | 4,005 | ||||
Other comprehensive income (loss) | 45 | 45 | ||||
Comprehensive income | 4,050 | |||||
Cash dividends paid | (3,408) | (3,408) | ||||
Equity compensation | $ 3 | 5,323 | 5,326 | |||
Equity compensation, shares | 271,000 | |||||
Exercise of options | $ 2 | 1,837 | $ (1,002) | $ 837 | ||
Exercise of options, shares | 248,000 | (93,000) | 248,000 | |||
Employee stock purchase plan | $ 1 | 688 | $ 689 | |||
Employee stock purchase plan, shares | 78,000 | 78,000 | ||||
Excess tax benefit/shortfall | 458 | $ 458 | ||||
Redemption and repurchase of stock to cover tax withholdings | (645) | $ (741) | (1,386) | |||
Redemption and repurchase of stock to cover tax withholdings, shares | (60,000) | (71,000) | ||||
Balance at Dec. 31, 2015 | $ 298 | $ 142,888 | $ 23,365 | $ (76) | $ (11,224) | $ 155,251 |
Balance, shares at Dec. 31, 2015 | 29,766,000 | (1,265,000) |
Consolidated Statements Of Sha7
Consolidated Statements Of Shareholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statements Of Shareholders' Equity [Abstract] | |||
Cash dividends paid per share | $ 0.120 | $ 0.118 | $ 0.108 |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Nature of Business CryoLife, Inc. (“CryoLife,” the “Company,” “we,” or “us”), incorporated in 1984 in Florida, is a leader in medical device manufacturing and distribution and in the processing and distribution of implantable human tissues for use in cardiac and vascular surgeries. CryoLife’s surgical sealants and hemostats include BioGlue ® Surgical Adhesive (“BioGlue”), BioFoam ® Surgical Matrix (“BioFoam”), and PerClot ® , an absorbable powdered hemostat, which the Company distributes internationally for Starch Medical, Inc. (“SMI”). CryoLife’s CardioGenesis cardiac laser therapy product line, which includes a laser console system and single-use, fiber-optic handpieces, is used for the treatment of coronary artery disease in patients with severe angina. CryoLife is the exclusive distributor of ProCol ® Vascular Bioprosthesis (“ProCol”) for Hancock Jaffe Laboratories, Inc. (“Hancock Jaffe”). CryoLife marketed the Hemodialysis Reliable Outflow Graft (“HeRO ® Graft”) through February 3, 2016. Both HeRO Graft and ProCol are solutions for end-stage renal disease (“ESRD”) in certain hemodialysis patients. CryoLife is the exclusive distributor of PhotoFix TM for Genesee Biomedical, Inc. (“GBI”). PhotoFix is a bovine pericardial patch stabilized using a dye-mediated photo-fixation process that requires no glutaraldehyde. The cardiac and vascular human tissues distributed by CryoLife include the CryoValve ® SG pulmonary heart valve (“CryoValve SGPV”) and the CryoPatch ® SG pulmonary cardiac patch tissue (“CryoPatch SG”), both of which are processed using CryoLife’s proprietary SynerGraft ® technology. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. Translation of Foreign Currencies The Company’s revenues and expenses transacted in foreign currencies are translated as they occur at exchange rates in effect at the time of each transaction. Realized gains and losses on foreign currency transactions are recorded as a component of other (income) expense, net on the Company’s Consolidated Statements of Operations and Comprehensive Income. Assets and liabilities of the Company denominated in foreign currencies are translated at the exchange rate in effect as of the balance sheet date and are recorded as a separate component of accumulated other comprehensive income (loss) in the shareholders' equity section of the Company’s Consolidated Balance Sheets. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Estimates and assumptions are used when accounting for investments, allowance for doubtful accounts, deferred preservation costs, acquired assets or businesses, long ‑lived tangible and intangible assets, deferred income taxes, commitments and contingencies (including product and tissue processing liability claims, claims incurred but not reported, and amounts recoverable from insurance companies), stock-based compensation, certain accrued liabilities (including accrued procurement fees, income taxes, and financial instruments), contingent consideration liability, and other items as appropriate. Revenue Recognition Revenues for products, including: BioGlue, BioFoam, PerClot, CardioGenesis cardiac laser therapy handpieces and accessories, HeRO Grafts, ProCol, PhotoFix, and other medical devices, are recognized at the time the product is shipped, at which time title passes to the customer, and there are no further performance obligations. The Company recognizes revenues for preservation services when services are completed and tissue is shipped to the customer. Revenues from research grants are recognized in the period the associated costs are incurred. Revenues from upfront licensing agreements are recognized ratably over the period the Company expects to fulfill its obligations. Revenues from the sale of laser consoles are considered multiple element arrangements, and such revenues are allocated to the elements of the sale. The Company allocates revenues based primarily on the revenue these individual elements would generate if sold separately. Revenues from domestic laser consoles sales are typically recognized when the laser is installed at a customer site and all materials for the laser console’s use are delivered. Revenues from the sales of laser consoles to international distributors are evaluated individually based on the terms of the sale and collectability to determine when revenue has been earned and can be recognized. Shipping and Handling Charges Fees charged to customers for shipping and handling of products and tissues are included in product revenues and preservation services revenues, respectively. The costs for shipping and handling of products and tissues are included as a component of cost of products and cost of preservation services, respectively. Advertising Costs The costs to develop, produce, and communicate the Company’s advertising are expensed as incurred and are classified as general, administrative, and marketing expenses. The Company records the cost to print or copy certain sales materials as a prepaid expense and amortizes these costs as an advertising expense over the period they are expected to be used, typically six months to one year. The total amount of advertising expense included in the Company’s Consolidated Statements of Operations and Comprehensive Income was $521,000 , $821,000 , and $880,000 for the years ended December 31, 2015 , 2014 , and 2013 , respectively. Stock ‑Based Compensation The Company has stock option and stock incentive plans for employees and non-employee Directors that provide for grants of restricted stock awards (“RSA”s), performance stock awards (“PSA”s), restricted stock units (“RSU”s), performance stock units (“PSU”s), and options to purchase shares of CryoLife common stock at exercise prices generally equal to the fair values of such stock at the dates of grant. The Company also maintains a shareholder approved Employee Stock Purchase Plan (the “ESPP”) for the benefit of its employees. The ESPP allows eligible employees the right to purchase common stock on a regular basis at the lower of 85% of the market price at the beginning or end of each offering period. The RSAs, PSAs, RSUs, PSUs, and stock options granted by the Company typically vest over a one to three -year period. The stock options granted by the Company typically expire within seven years of the grant date. The Company values its RSAs, PSAs, RSUs, and PSUs based on the stock price on the date of grant. The Company expenses the related compensation cost of RSAs, PSAs, and RSUs using the straight-line method over the vesting period. The Company expenses the related compensation cost of PSUs based on the number of shares expected to be issued if achievement of the performance component is probable using a straight-line method over each vesting tranche of the award. The amount of compensation costs expensed related to PSUs is adjusted as needed if the Company deems that achievement of the performance component is no longer probable, or if the Company’s expectation of the number of shares to be issued changes. The Company uses a Black-Scholes model to value its stock option grants and expenses the related compensation cost using the straight-line method over the vesting period. The fair value of the Company’s ESPP options is also determined using a Black-Scholes model and is expensed over the vesting period. The fair value of stock options and ESPP options is determined on the grant date using assumptions for the expected term, volatility, dividend yield, and the risk-free interest rate. The expected term is primarily based on the contractual term of the option and Company data related to historic exercise and post-vesting forfeiture patterns, which is adjusted based on management’s expectations of future results. The Company’s anticipated volatility level is primarily based on the historic volatility of the Company’s common stock, adjusted to remove the effects of certain periods of unusual volatility not expected to recur, and adjusted based on management’s expectations of future volatility, for the life of the option or option group. The Company’s model included a zero dividend yield assumption in the periods prior to the Company’s initiation of a quarterly dividend in the third quarter of 2012. The risk-free interest rate is based on recent U.S. Treasury note auction results with a similar life to that of the option. The Company’s model does not include a discount for post-vesting restrictions, as the Company has not issued awards with such restrictions. The period expense for the Company’s stock compensation is determined based on the valuations discussed above and, at that time, an estimated forfeiture rate is used to reduce the expense recorded. The Company’s estimate of pre-vesting forfeitures is primarily based on the recent historical experience of the Company and is later adjusted to reflect actual forfeitures. Income Per Common Share Income per common share is computed using the two class method, which requires the Company to include unvested RSAs and PSAs that contain non-forfeitable rights to dividends (whether paid or unpaid) as participating securities in the income per common share calculation. Under the two class method, net income is allocated to the weighted-average number of common shares outstanding during the period and the weighted-average participating securities outstanding during the period. The portion of net income that is allocated to the participating securities is excluded from basic and dilutive net income per common share. Diluted net income per share is computed using the weighted-average number of common shares outstanding plus the dilutive effects of outstanding stock options and awards and other dilutive instruments as appropriate. Dividends The Company’s Board of Directors approved the initiation of a quarterly cash dividend of $0.025 per share of common stock outstanding in the third quarter of 2012. The Board of Directors increased this dividend to $0.0275 per share in the second quarter of 2013, and to $0.03 per share in the second quarter of 2014. Cash dividends have been paid every three months since their initiation in September 2012 through December 2015. In December 2015 the Board of Directors undertook a review of the Company’s dividend policy and determined that it would be in the best interest of the shareholders to discontinue dividend payments for the foreseeable future. The Company does not anticipate paying out any further quarterly dividends after December 31, 2015. Financial Instruments The Company’s financial instruments include cash equivalents, marketable securities, restricted securities, accounts receivable, notes receivable, accounts payable, debt obligations, and contingent consideration. The Company typically values financial assets and liabilities such as receivables, accounts payable, and debt obligations at their carrying values, which approximate fair value due to their generally short-term duration. Other financial instruments are recorded as discussed in the sections below. Fair Value Measurements The Company records certain financial instruments at fair value, including: cash equivalents, certain marketable securities, certain restricted securities, contingent consideration, and derivative instruments. The Company may make an irrevocable election to measure other financial instruments at fair value on an instrument-by-instrument basis; although as of December 31, 2015 the Company has not chosen to make any such elections. Fair value financial instruments are recorded in accordance with the fair value measurement framework. The Company also measures certain non-financial assets at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as cost method investments, long ‑lived assets, and non-amortizing intangible assets for impairment; allocating value to assets in an acquired asset group; and applying accounting for business combinations. The Company uses the fair value measurement framework to value these assets and reports these fair values in the periods in which they are recorded or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: · Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; · Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and · Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist in determining fair value, as appropriate. Although the Company believes that the recorded fair value of its financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. Cash and Cash Equivalents Cash equivalents consist primarily of highly liquid investments with maturity dates of three months or less at the time of acquisition. The carrying value of cash equivalents approximates fair value. Cash Flow Supplemental Disclosures Supplemental disclosures of cash flow information for the years ended December 31 (in thousands): 2015 2014 2013 Cash paid during the year for: Interest $ 1 $ 34 $ 3 Income taxes 145 3,450 5,693 Marketable Securities and Other Investments The Company typically invests its excess cash for short-term periods in large, well ‑capitalized financial institutions, and the Company's policy excludes investment in any securities rated less than "investment ‑grade" by national rating services, unless specifically approved by the Board of Directors. The Company sometimes makes longer term strategic investments in medical device companies, and these investments must be approved by the Board of Directors. The Company determines the classification of its investments as trading, available-for-sale, or held-to-maturity at the time of purchase and reevaluates such designations quarterly. Trading securities are securities that are acquired principally for the purpose of generating a profit from short-term fluctuations in price. Debt securities are classified as held ‑to ‑maturity when the Company has the intent and ability to hold the securities to maturity. Any securities not designated as trading or held ‑to ‑maturity are considered available-for-sale. The Company typically states its investments at their fair values; however, for held ‑to ‑maturity securities or when current fair value information is not readily available, investments are recorded using the cost method. The cost of securities sold is based on the specific identification method. Under the fair value method, the Company adjusts each investment to its market price and records the unrealized gains or losses in other (income) expense, net for trading securities, or accumulated other comprehensive income (loss), for available-for-sale securities. Interest, dividends, realized gains and losses, and declines in value judged to be other than temporary are included in other (income) expense, net. Under the cost method, investments are recorded at cost, with subsequent dividends received recognized as income. Cost method investments are reviewed for impairment if factors indicate that a decrease in the value of the investment has occurred. Accounts and Notes Receivable and Allowance for Doubtful Accounts The Company’s accounts receivable are primarily from hospitals and distributors that either use or distribute the Company’s products and tissues. The Company assesses the likelihood of collection based on a number of factors, including past transaction history and the credit worthiness of the customer, as well as the increased risks related to international customers and large distributors. The Company’s accounts receivable balances were reported net of allowance for doubtful accounts of $232,000 and $317,000 as of December 31, 2015 and 2014 , respectively. The Company may lend money from time-to-time through a note receivable, which may be made in conjunction with a longer term strategic investment in a medical device company, as approved by the Board of Directors. The Company assesses the likelihood of collection of its notes receivable based on a number of factors, including past transaction history, credit worthiness, and the liquidity position of the recipient as well as the expected value of any collateral. The Company’s notes receivable balance was zero as of December 31, 2015 and 2014 , respectively . See Note 7 for further discussion of the Company’s note receivable from ValveXchange, Inc. (“ValveXchange”). Inventories Inventories are comprised of BioGlue; BioFoam; PerClot; CardioGenesis cardiac laser therapy laser consoles, handpieces, and accessories; HeRO Grafts; ProCol; PhotoFix; other medical devices; supplies; and raw materials. Inventories are valued at the lower of cost or market on a first ‑in, first ‑out basis. Upon shipment, revenue is recognized and the related inventory costs are expensed as cost of products. Cost of products also includes, as applicable, lower of cost or market write-downs and impairments for products not deemed to be recoverable and, as incurred, idle facility expense, excessive spoilage, extra freight, and rehandling costs. Inventory costs for manufactured products consist primarily of direct labor and materials (including salary and fringe benefits, raw materials, and supplies) and indirect costs (including allocations of costs from departments that support manufacturing activities and facility allocations). The allocation of fixed production overhead costs is based on actual production levels, to the extent that they are within the range of the facility’s normal capacity. Inventory costs for products purchased for resale or manufactured under contract consist primarily of the purchase cost, freight-in charges, and indirect costs as appropriate. The Company regularly evaluates its inventory to determine if the costs are appropriately recorded at the lower of cost or market value. The Company also evaluates its inventory for costs not deemed to be recoverable, including inventory not expected to ship prior to its expiration. Lower of cost or market value write-downs are recorded if the book value exceeds the estimated market value of the inventory, based on recent sales prices at the time of the evaluation. Impairment write-downs are recorded based on the book value of inventory deemed to be impaired. Actual results may differ from these estimates. Write-downs of inventory are expensed as cost of products, and these write-downs are permanent impairments that create a new cost basis, which cannot be restored to its previous levels if the Company’s estimates change. The Company recorded write-downs to its inventory totaling $858,000 , $140,000 , and $1.2 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. The 2015 write-down is primarily related to $764,000 of PerClot largely due to the write-down of PerClot Topical inventory following the Company’s cessation of marketing, sales, and distribution of that product in the U.S. in accordance with the U.S. District Court for the District of Delaware (the “District Court”s) order . See Note 8 for further discussion of the Company’s lawsuit with Medafor, Inc. (“Medafor”) . The 2013 write-down includes $684,000 in additional contractual costs and inventory impairment costs, primarily related to a BioGlue accessory product, and $483,000 in additional costs for CardioGenesis cardiac laser therapy handpieces that were made obsolete by the Company’s decision to exclusively distribute the new handpiece design, which was approved by the U.S. Food and Drug Administration (“FDA”) in June 2013. Deferred Preservation Costs Deferred preservation costs includes costs of cardiac and vascular tissues available for shipment, tissues currently in active processing, and tissues held in quarantine pending release to implantable status. By federal law, human tissues cannot be bought or sold; therefore, the tissues the Company preserves are not held as inventory. The costs the Company incurs to procure and process cardiac and vascular tissues are instead accumulated and deferred. Deferred preservation costs are stated at the lower of cost or market value on a first ‑in, first ‑out basis and are deferred until revenue is recognized. Upon shipment of tissue to an implanting facility, revenue is recognized and the related deferred preservation costs are expensed as cost of preservation services. Cost of preservation services also includes, as applicable, lower of cost or market write-downs and impairments for tissues not deemed to be recoverable, and includes, as incurred, idle facility expense, excessive spoilage, extra freight, and rehandling costs. The calculation of deferred preservation costs involves judgment and complexity and uses the same principles as inventory costing. Donated human tissue is procured from deceased human donors by organ and tissue procurement organizations (“OTPOs”), which consign the tissue to the Company for processing, preservation, and distribution. Deferred preservation costs consist primarily of the procurement fees charged by the OTPOs, direct labor and materials (including salary and fringe benefits, laboratory supplies and expenses, and freight ‑in charges), and indirect costs (including allocations of costs from support departments and facility allocations). Fixed production overhead costs are allocated based on actual tissue processing levels, to the extent that they are within the range of the facility’s normal capacity. These costs are then allocated among the tissues processed during the period based on cost drivers, such as the number of donors or number of tissues processed. The Company applies a yield estimate to all tissues in process and in quarantine to estimate the portion of tissues that will ultimately become implantable. Management estimates quarantine yields based on its experience and reevaluates these estimates periodically. Actual yields could differ significantly from the Company’s estimates, which could result in a change in tissues available for shipment, and could increase or decrease the balance of deferred preservation costs. These changes could result in additional cost of preservation services expense or could increase per tissue preservation costs, which would impact gross margins on tissue preservation services in future periods. The Company regularly evaluates its deferred preservation costs to determine if the costs are appropriately recorded at the lower of cost or market value. The Company also evaluates its deferred preservation costs for costs not deemed to be recoverable, including tissues not expected to ship prior to the expiration date of their packaging. Lower of cost or market value write-downs are recorded if the tissue processing costs incurred exceed the estimated market value of the tissue services, based on recent average service fees at the time of the evaluation. Impairment write-downs are recorded based on the book value of tissues deemed to be impaired. Actual results may differ from these estimates. Write-downs of deferred preservation costs are expensed as cost of preservation services, and these write-downs are permanent impairments that create a new cost basis, which cannot be restored to its previous levels if the Company’s estimates change. The Company recorded write-downs to its deferred preservation costs totaling $483,000 , $540,000 , and $448,000 for the years ended December 31, 2015 , 2014 , and 2013 , respectively. Property and Equipment Property and equipment is stated at cost. Depreciation is provided over the estimated useful lives of the assets, generally three to ten years, on a straight ‑line basis. Leasehold improvements are amortized on a straight ‑line basis over the remaining lease term at the time the assets are capitalized or the estimated useful lives of the assets, whichever is shorter. Depreciation expense for the years ended December 31 is as follows (in thousands): 2015 2014 2013 Depreciation expense $ 3,728 $ 4,001 $ 3,837 Goodwill and Other Intangible Assets The Company’s intangible assets consist of goodwill, patents, trademarks, and other intangible assets, as discussed in Note 10 . These assets include intangible assets from the acquisition of Hemosphere, Inc. (“Hemosphere”) in 2012 and the acquisition of Cardiogenesis Corporation (“Cardiogenesis”) in 2011. The Company amortizes its definite lived intangible assets over their expected useful lives using the straight-line method, which the Company believes approximates the period of economic benefits of the related assets. The Company’s indefinite lived intangible assets do not amortize, but are instead subject to periodic impairment testing as discussed in “Impairments of Long-Lived Assets and Non-Amortizing Intangible Assets” below. Impairments of Long ‑Lived Assets and Non-Amortizing Intangible Assets The Company assesses the potential impairment of its long-lived assets to be held and used whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include, but are not limited to, the following: · Significant underperformance relative to expected historical or projected future operating results; · Significant negative industry or economic trends; · Significant decline in the Company’s stock price for a sustained period; or · Significant decline in the Company’s market capitalization relative to net book value. If CryoLife determines that an impairment review is necessary, the Company will evaluate its assets or asset groups by comparing their carrying values to the sum of the undiscounted future cash flows expected to result from their use and eventual disposition. If the carrying values exceed the future cash flows, then the asset or asset group is considered impaired, and the Company will write down the value of the asset or asset group. For the years ended December 31, 2015 , 2014 , and 2013 the Company did not experience any factors that indicated that an impairment review of its long-lived assets was warranted. CryoLife evaluates its goodwill and other non-amortizing intangible assets for impairment on an annual basis as of October 31 and, if necessary, during interim periods if factors indicate that an impairment review is warranted. As of October 31, 2015 the Company’s non-amortizing intangible assets consisted of goodwill, acquired procurement contracts and agreements, trademarks, and other acquired technology. The Company performed an analysis of its non-amortizing intangible assets as of October 31, 2015 and 2014, and determined that the fair value of the assets and the fair value of the reporting unit exceeded their associated carrying values and were, therefore, not impaired. Management will continue to evaluate the recoverability of these non-amortizing intangible assets. Accrued Procurement Fees Donated tissue is procured from deceased human donors by OTPOs, which consign the tissue to the Company for processing, preservation, and distribution. The Company reimburses the OTPOs for their costs to recover the tissue and includes these costs as part of deferred preservation costs, as discussed above. The Company accrues estimated procurement fees due to the OTPOs at the time tissues are received based on contractual agreements between the Company and the OTPOs. Leases The Company has operating lease obligations resulting from the lease of land and buildings that comprise the Company's corporate headquarters and manufacturing facilities; leases related to additional manufacturing, office, and warehouse space; leases on Company vehicles; and leases on a variety of office equipment, as discussed in Note 13 . Certain of the Company’s leases contain escalation clauses, rent concessions, and renewal options for additional periods. Rent expense is computed on the straight ‑line method over the lease term and the related liability is recorded as deferred rent obligations on the Company’s Consolidated Balance Sheets. Liability Claims In the normal course of business, the Company is made aware of adverse events involving its products and tissues. Future adverse events could ultimately give rise to a lawsuit against the Company, and liability claims may be asserted against the Company in the future based on past events it is not aware of at the present time. The Company maintains claims ‑made insurance policies to mitigate its financial exposure to product and tissue processing liability claims. Claims ‑made insurance policies generally cover only those asserted claims and incidents that are reported to the insurance carrier while the policy is in effect. Thus, a claims ‑made policy does not generally represent a transfer of risk for claims and incidents that have been incurred but not reported to the insurance carrier during the policy period. Any punitive damage components of claims are uninsured. The Company engages external advisors to assist it in estimating its liability and any related recoverable under the Company's insurance policies as of each balance sheet date. The Company uses a frequency ‑severity approach to estimate its unreported product and tissue processing liability claims, whereby projected losses are calculated by multiplying the estimated number of claims by the estimated average cost per claim. The estimated claims are determined based on the reported claim development method and the Bornhuetter ‑Ferguson method using a blend of the Company's historical claim experience and industry data. The estimated cost per claim is calculated using a lognormal claims model blending the Company's historical average cost per claim with industry claims data. The Company uses a number of assumptions in order to estimate the unreported loss liability including: the future claim reporting time lag, the frequency of reported claims, the average cost per claim, and the maximum liability per claim. The Company believes that the assumptions it uses provide a reasonable basis for its calculation. However, the accuracy of the estimates is limited by various factors, including, but not limited to, Company specific conditions, uncertainties surrounding the assumptions used, and the scarcity of industry data directly relevant to the Company's business activities. Due to these factors, actual results may differ significantly from the Company’s assumptions and from the amounts accrued. The Company accrues its estimate of unreported product and tissue processing liability claims as a component of other long ‑term liabilities and records the related recoverable insurance amounts as a component of other long ‑term assets. The amounts recorded represent management's estimate of the probable losses and anticipated recoveries for unreported claims related to products sold and services performed prior to the balance sheet date. Legal Contingencies The Company accrues losses from a legal contingency when the loss is both probable and reasonably |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Financial Instruments [Abstract] | |
Financial Instruments | 2. Financial Instruments A summary of financial instruments measured at fair value is as follows (in thousands): December 31, 2015 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 549 $ -- $ -- $ 549 Restricted securities: Money market funds 830 -- -- 830 Total assets $ 1,379 $ -- $ -- $ 1,379 December 31, 2014 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 18,213 $ -- $ -- $ 18,213 Restricted securities: Money market funds 884 -- -- 884 Total assets $ 19,097 $ -- $ -- $ 19,097 The Company used prices quoted from its investment management companies to determine the Level 1 valuation of its investments in money market funds. |
Cash Equivalents And Restricted
Cash Equivalents And Restricted Cash And Securities | 12 Months Ended |
Dec. 31, 2015 | |
Cash Equivalents And Restricted Cash And Securities [Abstract] | |
Cash Equivalents And Restricted Cash And Securities | 3. Cash Equivalents and Restricted Cash and Securities The following is a summary of cash equivalents and marketable securities (in thousands): Unrealized Estimated Holding Market December 31, 2015 Cost Basis Gains (Losses) Value Cash equivalents: Money market funds $ 549 $ -- $ 549 Restricted cash and securities: Cash 5,000 -- 5,000 Money market funds 830 -- 830 Unrealized Estimated Holding Market December 31, 2014 Cost Basis Gains (Losses) Value Cash equivalents: Money market funds $ 18,213 $ -- $ 18,213 Restricted cash and securities: Cash 5,000 -- 5,000 Money market funds 884 -- 884 As of December 31, 2015 and 2014 $830,000 and $884,000 , respectively, of the Company’s money market funds were designated as short-term restricted securities due to a contractual commitment to hold the securities as pledged collateral relating primarily to international tax obligations. As of December 31, 2015 and 2014 $5.0 million of the Company’s cash was designated as long-term restricted cash due to a financial covenant requirement under the Company’s credit agreement with General Electric Capital Corporation (“GE Capital”) as discussed in Note 12 . This restriction lapses upon expiration of the credit agreement with GE Capital on September 26, 2019. There were no gross realized gains or losses on cash equivalents or restricted securities for the years ended December 31, 2015 , 2014 , and 2013 . At December 31, 2015 and 2014 $5.0 million of the Company’s restricted cash had no maturity date. At December 31, 2015 $595,000 of the Company’s restricted securities had a maturity date within three months and $235,000 had a maturity date between three months and one year. At December 31, 2014 $622,000 of the Company’s restricted securities had a maturity date within three months and $262,000 of the Company’s restricted securities had a maturity date between three months and one year. |
Distribution Agreements
Distribution Agreements | 12 Months Ended |
Dec. 31, 2015 | |
Distribution Agreements [Abstract] | |
Distribution Agreements | 4. Distribution Agreements PhotoFix Distribution Agreement In 2014 CryoLife entered into an exclusive supply and distribution agreement with GBI to acquire the distribution rights to PhotoFix, a bovine pericardial patch stabilized using a dye-mediated photo-fixation process that requires no glutaraldehyde. PhotoFix has received FDA 510(k) clearance and is indicated for use in intracardiac repair, including ventricular repair and atrial repair, great vessel repair and suture line buttressing, and pericardial closure. The agreement between CryoLife and GBI (the “GBI Agreement”) has an initial five -year term and is renewable for two one -year periods at CryoLife’s option. Under the terms of the GBI Agreement, CryoLife is purchasing PhotoFix inventory for resale at an agreed upon transfer price and has the option, which became effective in March 2015, to acquire the PhotoFix product line from GBI. In January 2015 the Company received its initial shipments and launched its distribution of PhotoFix. ProCol Distribution Agreement In 2014 CryoLife acquired the exclusive worldwide distribution rights to ProCol from Hancock Jaffe. The agreement between CryoLife and Hancock Jaffe (the “HJ Agreement”) has an initial three -year term and is renewable for two one -year periods at CryoLife’s option. Per the terms of the HJ Agreement, CryoLife has the option to acquire the ProCol product line from Hancock Jaffe beginning in March 2016. ProCol, which is approved for sale in the U.S., is a biological graft derived from a bovine mesenteric vein that provides vascular access for ESRD hemodialysis patients. It is intended for the creation of a bridge graft for vascular access subsequent to at least one previously failed prosthetic access graft. ProCol is complementary to the Company’s HeRO, which also serves patients with ESRD; however, ProCol provides vascular access for ESRD patients in an earlier-stage of treatment protocol than the HeRO Graft. In accordance with the terms of the HJ Agreement, CryoLife made payments to Hancock Jaffe of $1.7 million during 2014 and $576,000 in January 2015. In exchange for these payments, CryoLife obtained the right to receive a designated amount of ProCol inventory for resale, a portion of which the Company received in 2014 and 2015 . Subsequent to this initial inventory purchase, CryoLife can purchase additional units from Hancock Jaffe at an agreed upon transfer price. The Company began limited distribution of ProCol in the second quarter of 2014. On September 29, 2014 Hancock Jaffe received FDA approval of the Premarket Approval (“PMA”) Supplement associated with its new manufacturing facility, and the Company began shipping product made in this new facility in the fourth quarter of 2014. CryoLife made additional advance payments of $1.1 million in the aggregate during the remainder of 2015 . As of December 31, 2015 CryoLife had made a total of $3.3 million in payments to Hancock Jaffe and had received $1.3 million in inventory. Therefore, as of December 31, 2015 CryoLife had approximately $2.0 million in remaining prepayments on its Consolidated Balance Sheet for which inventory had not yet been received. During the second quarter of 2015 CryoLife notified Hancock Jaffe that it was in breach of the HJ Agreement due to , among other things, Hancock Jaffe’s failure to timely ship inventory. In the fourth quarter of 2015 CryoLife and Hancock Jaffe amended the HJ Agreement. This amendment included new terms which, among other changes, confirm Hancock Jaffe’s breach of the HJ Agreement; accelerate and allow CryoLife to assign the purchase option; outline Hancock Jaffe’s requirements to be eligible for additional advances; and modify the termination provisions. The amendment does not cure Hancock Jaffe’s breach of the agreement. CryoLife is currently monitoring Hancock Jaffe’s compliance with the terms of the amended HJ Agreement and determining what additional steps it can take to help ensure receipt of inventory and repayment of the additional advances. If CryoLife is unable to secure full satisfaction or repayment of the amounts owed, or sell its interest in the agreement for an amount equal to or in excess of the carrying value of the related assets, the prepayment may become impaired in future periods. |
Direct Sales in France
Direct Sales in France | 12 Months Ended |
Dec. 31, 2015 | |
Direct Sales in France [Abstract] | |
Direct Sales in France | 5. Direct Sales in France In June 2015 CryoLife signed a Business Transfer Agreement with its French distribution partner to facilitate an orderly transition of the Company to a direct sales model in France. In October 2015 the Company completed the acquisition of a portion of the business of its French distribution partner. The Company acquired in the transaction certain intangible assets, including commercial and business information, assignment of contracts, and a non-compete agreement with its former French distribution partner for a purchase price of 1.2 million Euros or $1.3 million . During the third quarter of 2015 the Company established a wholly owned subsidiary in France, CryoLife France SAS, and certain members of the distributor’s sales team who were responsible for selling the Company’s products in France became employees of the Company’s newly created subsidiary. |
Hemosphere Acquisition
Hemosphere Acquisition | 12 Months Ended |
Dec. 31, 2015 | |
Hemosphere Acquisition [Abstract] | |
Hemosphere Acquisition | 6. Hemosphere Acquisition Overview On May 16, 2012 CryoLife completed its acquisition of Hemosphere, a privately held company, and its HeRO Graft product line for a total purchase price of approximately $ 22.0 million, net of $ 3.2 million cash acquired. CryoLife used cash on hand to fund the transaction and operated Hemosphere as a wholly owned subsidiary until December 31, 2014, when it was merged into the CryoLife, Inc. parent entity. The HeRO Graft is a proprietary graft-based solution for ESRD hemodialysis patients with limited access options and central venous obstruction. Contingent Consideration As of the acquisition date, CryoLife recorded a contingent consideration liability of $1.8 million in long-term liabilities on its Consolidated Balance Sheet, representing the estimated fair value of the contingent consideration expected to be paid to the former shareholders of Hemosphere upon the achievement of certain revenue-based milestones. The acquisition agreement provides for a maximum of $4.5 million in future consideration payments through December 2015 based on specified sales targets. 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. The Company applied a risk-based estimate of the probability of achieving each scenario and then applied a cost of debt based discount rate. This fair value measurement was based on unobservable inputs, including management estimates and assumptions about future revenues, and was, therefore, classified as Level 3 within the fair value hierarchy presented in Note 2 . The Company remeasured this liability at each reporting date and recorded changes in the fair value of the contingent consideration in other (income) expense on the Company’s Consolidated Statements of Operations and Comprehensive Income. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount periods and rates, as well as changes in the timing and amount of Company revenue estimates. As of December 31, 2014 the Company reviewed the full year revenue performance of Hemosphere for 2014 and 2013, and reviewed its 2015 annual budgets, which were updated in the fourth quarter of 2014. As a result of this review, as of December 31, 2014 the Company believed that achievement of the minimum revenue target to trigger payment was remote, and, therefore, estimated the fair value of the contingent consideration to be zero . The Company recorded gains of zero , $1.9 million and $28,000 the years ended December 31, 2015 , 2014 , and 2013 , respectively, on the remeasurement of the contingent consideration liability. The balance of the contingent consideration liability was zero as of December 31, 2015 and 2014 . |
ValveXchange
ValveXchange | 12 Months Ended |
Dec. 31, 2015 | |
ValveXchange [Abstract] | |
ValveXchange | 7. ValveXchange Preferred Stock Investment In July 2011 the Company purchased shares of series A preferred stock of ValveXchange for approximately $3.5 million. ValveXchange was a private medical device company that was spun off from Cleveland Clinic to develop a lifetime heart valve replacement technology platform featuring exchangeable bioprosthetic leaflets. As ValveXchange’s stock was not actively traded on any public stock exchange, and as the Company’s investment was in preferred stock, the Company initially accounted for this investment using the cost method as a long-term asset, investment in equity securities, on the Company’s Consolidated Balance Sheet. During the fourth quarter of 2013 the Company reevaluated its investment in ValveXchange preferred stock for impairment. Based on this analysis, the Company believed that its investment in ValveXchange was fully impaired as of December 31, 2013, and the impairment was other than temporary. As of December 31, 2015 and December 31, 2014 the carrying value of the Company’s investment in ValveXchange preferred stock was zero . Loan Agreement In July 2011 the Company entered into an agreement with ValveXchange, as amended, to make available to ValveXchange up to $2.0 million in debt financing through a revolving credit facility (the “Loan”). The Loan included various affirmative and negative covenants, including financial covenant requirements, and would have expired on July 30, 2018 , unless terminated earlier. Amounts under the Loan earned interest at an 8% annual rate and were secured by substantially all of the tangible and intangible assets of ValveXchange. The Company advanced $2.0 million to ValveXchange under this loan in 2012. During the quarter ended December 31, 2014 CryoLife became aware of various factors, including ValveXchange’s inability to secure additional funding, its lack of capital to continue basic operations, and the likelihood of impending default on the Loan. In December 2014 CryoLife notified ValveXchange that it was in breach of the Loan, and in January 2015, after ValveXchange failed to cure this breach, CryoLife accelerated the amounts due under the Loan. In January 2015 ValveXchange informed CryoLife management of its intent to file for bankruptcy, which created substantial uncertainty regarding the disposition of CryoLife’s claim for amounts it is owed under the Loan. Given these circumstances, CryoLife believed that its Loan became fully impaired in the fourth quarter of 2014. As a result, during the three months ended December 31, 2014 the Company recorded other non-operating expense of $2.0 million to write-down its long-term note receivable from ValveXchange. ValveXchange was dissolved in June 2015. The net carrying value of the long-term note receivable was zero as of December 31, 2015 and December 31, 2014. |
Medafor Matters
Medafor Matters | 12 Months Ended |
Dec. 31, 2015 | |
Medafor Matters [Abstract] | |
Medafor Matters | 8. Medafor Matters Investment in Medafor Common Stock In 2009 and 2010 CryoLife purchased shares of common stock in Medafor, a developer and supplier of plant based hemostatic agents. The Company initially recorded its investment using the cost method as a long-term asset, investment in equity securities, on the Company’s Consolidated Balance Sheets. On October 1, 2013 C.R. Bard, Inc., a developer, manufacturer, and marketer of medical technologies in the fields of vascular, urology, oncology, and surgical specialty products (“Bard”), and its subsidiaries completed its acquisition of all outstanding shares of Medafor common stock. The Company received an initial payment of approximately $15.4 million in the fourth quarter of 2013 for its 2.4 million shares of Medafor common stock and received additional payments of $530,000 in the fourth quarter of 2014 and $891,000 in April 2015 related to the release of transaction consideration in escrow. Based on information provided by Medafor in its September 24, 2013 Proxy Statement, Bard was required to make additional contingent milestone payments based on the achievement of certain net revenue targets measurable through June 2015. In September 2015 the Company received a letter from the representative of the former shareholders of Medafor, which stated that net sales were insufficient to trigger payment of additional contingent consideration by Bard. The final release of transaction consideration from escrow is expected to be received in October 2017 and is expected to be nominal. This subsequent payment will be recorded as an additional gain if, and when, received by the Company. The Company recorded a gain on the sale of approximately $12.7 million in the fourth quarter of 2013, $530,000 in the fourth quarter of 2014 and $891,000 in the second quarter of 2015 . Legal Action In April 2014 CryoLife filed a declaratory judgment lawsuit against Bard, and its subsidiaries Davol, Inc. (“Davol”) and Medafor (collectively, “Defendants”), in the District Court. CryoLife requested that the District Court declare that CryoLife’s manufacture, use, offer for sale, and sale of PerClot in the U.S. does not, and would not, infringe Bard’s U.S. Patent No. 6,060,461 (the “‘461 Patent”). In addition, CryoLife requested that the District Court declare that the claims of the ‘461 Patent are invalid. CryoLife also requested injunctive relief and an award of attorneys’ fees. The lawsuit against the Defendants followed the receipt by CryoLife of a letter from Medafor in September 2012 stating that PerClot, when introduced in the U.S., would infringe the ‘461 Patent when used in accordance with the method published in CryoLife’s literature and with the instructions for use. CryoLife received FDA 510(k) clearance for the sale of PerClot Topical in April 2014 and began distributing PerClot Topical in August 2014. CryoLife also received investigational device exemption approval in March 2014 to begin clinical trials for PerClot in certain surgical indications. In August 2014 Medafor filed a counterclaim against CryoLife for infringement of the ‘461 Patent. In September 2014 Medafor filed a motion for a preliminary injunction, asking the District Court to enjoin CryoLife’s marketing and sale of PerClot in the U.S. In March 2015 the District Court ruled that CryoLife’s declaratory judgment lawsuit against Medafor may proceed but dismissed Bard and Davol from the lawsuit. The District Court also granted Medafor’s motion for a preliminary injunction, which prohibits CryoLife from marketing, selling, and distributing PerClot in the U.S. while the litigation proceeds. In March 2015 CryoLife ceased all marketing, sales, and distribution of PerClot in the U.S., including PerClot Topical, in accordance with the District Court’s order. In April 2015 CryoLife appealed the District Court’s ruling on the preliminary injunction motion to the U.S. Court of Appeals for the Federal Circuit. CryoLife dismissed this appeal in June 2015. On November 18, 2015, the lawsuit was resolved by entry by the District Court of the Parties’ Joint Stipulation for Dismissal, which resulted in the dismissal with prejudice of all parties’ claims and counterclaims in the lawsuit, the continuation of the preliminary injunction prohibiting CryoLife from marketing, selling and distributing PerClot in the U.S. until expiration of the ‘461 Patent on February 8, 2019, each party bearing its own attorneys’ fees and costs associated with the lawsuit, and the continuation of the District Court’s jurisdiction over the parties to enforce the resolution. |
Inventories And Deferred Preser
Inventories And Deferred Preservation Costs | 12 Months Ended |
Dec. 31, 2015 | |
Inventories And Deferred Preservation Costs [Abstract] | |
Inventories And Deferred Preservation Costs | 9. Inventories and Deferred Preservation Costs Inventories at December 31, 2015 and 2014 are comprised of the following (in thousands): 2015 2014 Raw materials and supplies $ 8,590 $ 7,942 Work-in-process 633 1,006 Finished goods 5,420 3,791 Total inventories $ 14,643 $ 12,739 Deferred preservation costs at December 31, 2015 and 2014 are comprised of the following (in thousands): 2015 2014 Cardiac tissues $ 11,722 $ 10,875 Vascular tissues 13,019 14,321 Total deferred preservation costs $ 24,741 $ 25,196 |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Other Intangible Assets [Abstract] | |
Goodwill And Other Intangible Assets | 10. Goodwill and Other Intangible Assets Indefinite Lived Intangible Assets As of December 31, 2015 and 2014 the carrying values of the Company’s indefinite lived intangible assets are as follows (in thousands): 2015 2014 Goodwill $ 11,365 $ 11,365 Procurement contracts and agreements 2,013 2,013 Trademarks 860 853 Based on its experience with similar agreements, the Company believes that its acquired procurement contracts and agreements have indefinite useful lives, as the Company expects to continue to renew these contracts for the foreseeable future. The Company believes that its trademarks have indefinite useful lives as the Company currently anticipates that these trademarks will contribute to cash flows of the Company indefinitely. As of December 31, 2015 and 2014 the Company’s entire goodwill balance is related to its Medical Devices segment, and there has been no change from the balance recorded as of December 31, 2013 . Definite Lived Intangible Assets As of December 31, 2015 and 2014 gross carrying values, accumulated amortization, and approximate amortization periods of the Company’s definite lived intangible assets are as follows (dollars in thousands): Gross Carrying Accumulated Amortization December 31, 2015 Value Amortization Period Acquired technology $ 14,020 4,954 11 – 16 Years Patents 4,081 2,664 17 Years Distribution and manufacturing rights and know-how 4,059 1,245 11 – 15 Years Customer lists and relationships 3,370 1,054 13 – 17 Years Non-compete agreement 381 343 10 Years Other 1,583 210 3 – 5 Years Gross Carrying Accumulated Amortization December 31, 2014 Value Amortization Period Acquired technology $ 14,020 $ 3,815 11 – 16 Years Patents 4,281 2,497 17 Years Distribution and manufacturing rights and know-how 4,559 989 11 – 15 Years Customer lists and relationships 3,370 813 13 – 17 Years Non-compete agreement 381 305 10 Years Other 461 239 1 – 5 Years Amortization Expense Amortization expense recorded in general, administrative, and marketing expenses on the Company’s Consolidated Statements of Operations and Comprehensive Income for the years ended December 31 is as follows (in thousands): 2015 2014 2013 Amortization expense $ 2,135 $ 2,027 $ 2,006 As of December 31, 2015 scheduled amortization of intangible assets for the next five years is as follows (in thousands): 2016 2017 2018 2019 2020 Total Amortization expense $ 2,456 $ 2,403 $ 2,280 $ 1,894 $ 1,722 $ 10,755 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 11. Income Taxes Income Tax Expense Income before income taxes consists of the following (in thousands): 2015 2014 2013 Domestic $ 5,701 $ 8,350 $ 23,004 Foreign 167 353 288 Income before income taxes $ 5,868 $ 8,703 $ 23,292 Income tax expense consists of the following (in thousands): 2015 2014 2013 Current: Federal $ 231 $ 898 $ 6,304 State 142 211 396 Foreign 160 99 96 533 1,208 6,796 Deferred: Federal 1,011 127 1,142 State 319 46 (818) 1,330 173 324 Income tax expense $ 1,863 $ 1,381 $ 7,120 The Company’s income tax expense in 2015 , 2014 , and 2013 included the Company’s federal, state, and foreign tax obligations. The Company’s effective income tax rate was approximately 32% , 16% , and 31% for the years ended December 31, 2015 , 2014 , and 2013 , respectively. The Company’s income tax rate for the twelve months ended December 31, 2015 was favorably affected by the reversal of $869,000 in uncertain tax positions , primarily related to research and development tax credits for which the statute of limitations has expired, partially offset by the expiration of certain state net operating losses and other permanent differences. The Company’s income tax rate for the twelve months ended December 31, 2014 was favorably affected by the reduction in uncertain tax positions, nontaxable gains recorded as change in stock basis of subsidiary, and favorable deductions taken on the Company’s 2013 federal tax return, which was filed in 2014. The Company’s income tax rate for the twelve months ended December 31, 2013 was favorably affected by adjustments to valuation allowances on certain of the Company’s state net operating loss carryforwards, based on revised estimates of utilization of these carryforwards, and by the 2012 research and development tax credit, which was enacted in January 2013 and, therefore, reduced the Company’s tax expense during 2013. The income tax expense amounts differ from the amounts computed by applying the U.S. federal statutory income tax rate of 34% for the years ended December 31, 2015 and 2014 and 35 % for the year ended December 31, 2013 to pretax income as a result of the following (in thousands): 2015 2014 2013 Tax expense at statutory rate $ 1,995 $ 2,959 $ 8,152 Increase (reduction) in income taxes resulting from: State income taxes, net of federal benefit 499 220 183 Non-deductible entertainment expenses 184 218 207 Equity compensation 144 63 (29) Provision to return adjustments 122 (321) (344) Foreign income taxes 118 69 96 Other 57 (98) 165 Non-deductible change in stock basis of subsidiary -- (641) -- Net change in uncertain tax positions (869) (781) 104 Research and development credit (281) (237) (252) Domestic production activities deduction (87) (153) (402) State valuation allowance adjustment (19) 83 (760) Total Income tax expense $ 1,863 $ 1,381 $ 7,120 Deferred Taxes The Company generates deferred tax assets primarily as a result of write-downs of inventory and deferred preservation costs; accruals for product and tissue processing liability claims; investment and asset impairments; and, in prior periods, due to operating losses. The Company acquired significant deferred tax assets, primarily net operating loss carryforwards, from its acquisitions of Hemosphere and Cardiogenesis in the second quarters of 2012 and 2011, respectively. The tax effects of temporary differences which give rise to deferred tax assets and liabilities at December 31 are as follows (in thousands): 2015 2014 Deferred tax assets: Allowance for bad debts $ 142 $ 853 Inventory and deferred preservation costs write-downs 536 873 Investment in equity securities 58 1,913 Property 2,987 2,934 Intangible assets 591 400 Accrued expenses 3,276 3,864 Loss carryforwards 12,262 14,141 Credit carryforwards 616 635 Stock compensation 2,546 2,367 Transaction Costs 1,048 -- Other 1,448 1,402 Less valuation allowance (2,109) (2,145) Total deferred tax assets 23,401 27,237 Deferred tax liabilities: Prepaid items (471) (420) Intangible assets (4,401) (4,652) Other (341) (296) Total deferred tax liabilities (5,213) (5,368) Total net deferred tax assets $ 18,188 $ 21,869 As of December 31, 2015 the Company maintained a total of $ 2.1 million in valuation allowances against deferred tax assets, related to state net operating loss carryforwards, and a net deferred tax asset of $ 18.2 million . As of December 31, 2014 the Company maintained a total of $ 2.1 million in valuation allowances against deferred tax assets, related to state net operating loss carryforwards, and a net deferred tax asset of $ 21.9 million . As of December 31, 2015 the Company had approximately $9.5 million tax-effected federal net operating loss carryforwards related to the acquisitions of Cardiogenesis and Hemosphere that will begin to expire in 2017, $2.7 million of tax-effected state net operating loss carryforwards that began to expire in 2015 , $445,000 in research and development tax credit carryforwards that will begin to expire in 2022, and $154,000 in credits from the state of Texas that will fully expire by 2027. Uncertain Tax Positions A reconciliation of the beginning and ending balances of the Company’s uncertain tax position liability, excluding interest and penalties, is as follows (in thousands): 2015 2014 2013 Beginning balance $ 1,437 $ 2,100 $ 2,004 Increases related to current year tax positions 103 92 281 Increases related to prior year tax positions 403 -- -- Decreases related to prior year tax positions (70) (265) (185) Decreases due to the lapsing of statutes of limitations (904) (490) -- Ending balance $ 969 $ 1,437 $ 2,100 A reconciliation of the beginning and ending balances of the Company’s liability for interest and penalties on uncertain tax positions is as follows (in thousands): 2015 2014 2013 Beginning balance $ 366 $ 422 $ 489 Accrual of interest and penalties 50 91 66 Decreases related to prior year tax positions (206) (147) (133) Ending balance $ 210 $ 366 $ 422 As of December 31, 2015 the Company’s uncertain tax liability, including interest and penalties of $1.2 million, was recorded as a reduction to deferred tax assets of $104,000 , and a non-current liability of $1.1 million on the Company’s Consolidated Balance Sheets, all of which , except for the portion related to interest and penalties, is expected to impact the Company’s tax rate when recognized. The Company believes it is reasonably possible that approximately $227,000 of its uncertain tax liability will be recognized in 2016 due to the lapsing of various federal and state statutes of limitations. As of December 31, 2014 the Company’s total uncertain tax liability, including interest and penalties of $1.8 million, was recorded as a reduction of deferred tax assets of $108,000 and a non-current liability of $1.7 million on the Company’s Consolidated Balance Sheets. Other The Company’s tax years 2012 through 2014 generally remain open to examination by the major taxing jurisdictions to which the Company is subject. However, certain returns from years prior to 2012, in which net operating losses and tax credits have arisen, are still open for examination by the tax authorities. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt [Abstract] | |
Debt | 12. Debt GE Credit Agreement On September 26, 2014 the Company amended and restated its credit agreement with GE Capital, extending the expiration date and amending other terms, which are discussed further below. CryoLife’s second amended and restated credit agreement with GE Capital (the “GE Credit Agreement”) provided revolving credit for working capital, permitted acquisitions, and general corporate purposes . The GE Credit Agreement had aggregate commitments of $20.0 million for revolving loans, including swing loans, subject to a sublimit, and letters of credit, and was due to mature on September 26, 2019 . Amounts borrowed under the GE Credit Agreement were secured by substantially all of the tangible and intangible assets of CryoLife and its subsidiaries. Commitment fees were paid based on the unused portion of the facility. As of December 31, 2015 and 2014 the aggregate interest rate was 4.75% . As of December 31, 2015 and 2014 the outstanding balance of the GE Credit Agreement was zero , and the remaining availability was $20.0 million. The GE Credit Agreement placed limitations on the amount that the Company could borrow and included various affirmative and negative covenants, including financial covenants such as a requirement that the Company (i) not exceed a defined leverage ratio and (ii) maintain minimum earnings subject to defined adjustments as of specified dates. The agreement also (i) limited the payment of cash dividends, (ii) required that, after giving effect to stock repurchases, the Company maintain liquidity, as defined within the agreement, of at least $20.0 million, (iii) limited acquisitions or mergers except for certain permitted acquisitions, (iv) set specified limits on the amount the Company can pay to purchase or redeem CryoLife common stock pursuant to a stock repurchase program and to fund estimated tax liabilities incurred by officers, directors, and employees as a result of awards of stock or stock equivalents, and (v) included customary conditions on incurring new indebtedness. As of December 31, 2015 the Company was in compliance with the covenants of the GE Credit Agreement. As required under the terms of the GE Credit Agreement, the Company maintained cash and cash equivalents of at least $5.0 million in accounts in which GE Capital had a first priority perfected lien. These amounts are recorded as long-term restricted cash as of December 31, 2015 and 2014 on the Company’s Consolidated Balance Sheets, as they were restricted for the term of the GE Credit Agreement. Amended Debt Agreement In connection with the closing of the On-X Life Technologies Holdings, Inc., (“On-X”) acquisition, discussed below in Note 20, on January 20, 2016 the Company and certain of its subsidiaries entered into the Third Amended and Restated Credit Agreement (“Amended Debt Agreement”) with Capital One, National Association; Healthcare Financial Solutions, LLC; Fifth Third Bank; and Citizens Bank, National Association, collectively the (“Lending Parties”). The Amended Debt Agreement amended and restated the GE Credit Agreement discussed above and provides the Company with a senior secured credit facility in an aggregate principal amount of $95 million, which includes a $75 million term loan and a $20 million revolving credit facility (including a $4 million letter of credit sub-facility and a $3 million swing-line sub-facility). The $75 million term loan was used to finance, in part, the acquisition of On-X. The Company and its domestic subsidiaries, subject to certain exceptions and exclusions, have guaranteed the obligations of the Amended Debt Agreement. Borrowings under the Amended Debt Agreement are secured by substantially all of the Company’s real and personal property. The loans under the Amended Debt Agreement (other than the swing-line loans) bear interest, at the Company’s option, at either a floating rate equal to the base rate plus a margin of between 1.75% and 2.75% , depending on the Company’s consolidated leverage ratio or a per annum rate equal to LIBOR plus a margin of between 2.75% and 3.75% , depending on the Company’s consolidated leverage ratio. Swing-line loans shall bear interests at a floating rate equal to the base rate plus a margin of between 1.75% and 2.75% , depending on the Company’s consolidated leverage ratio. The Company is obligated to pay an unused commitment fee equal to 0.50% of the un-utilized portion of the revolving loans. In addition, the Company is also obligated to pay other customary fees for a credit facility of this size and type. While a payment event of default exists, the Company is obligated to pay a per annum default rate of interest of 2.00% above the applicable interest rate on the past due principal amount of the loans outstanding. While a bankruptcy or insolvency event of default exists, the Company is obligated to pay a per annum default rate of interest of 2.00% above the applicable interest rate on all loans outstanding. Interest is due and payable with respect to base rate loans is payable quarterly. Interest i s due and payable with respect to LIBOR loans on the last day of the applicable interest period and at least the last day of each three month interval , if the interest period is six months. The Amended Debt Agreement prohibits the Company from exceeding a maximum consolidated leverage ratio during the term of the Amended Debt Agreement and requires the Company to maintain a minimum interest coverage ratio. In addition, the Amended Debt Agreement contains certain customary affirmative and negative covenants, including covenants that limit the ability of the Company and its subsidiaries which are parties to the loan agreement to, among other things, grant liens, incur debt, dispose of assets, make loans and investments, make acquisitions, make certain restricted payments, merge or consolidate, change their business and accounting or reporting practices, in each case subject to customary exceptions for a credit facility of this size and type. The Amended Debt Agreement includes certain customary events of default that include, among other things, non-payment of principal, interest or fees; inaccuracy of representations and warranties ; violation of covenants ; cross-default to certain other indebtedness; bankruptcy and insolvency ; and change of control. Upon the occurrence and during the continuance of an event of default, the lenders may declare all outstanding principal and accrued but unpaid interest under the Amended Debt Agreement immediately due and payable and may exercise the other rights and remedies provided for under the Amended Debt Agreement and related loan documents. Interest Total interest expense was a favorable $62,000 in 2015 due to the reversal of accrued interest on uncertain tax positions as discussed in Note 11 above. Total interest expense was $175,000 and $71,000 in 2014 and 2013 , respectively. Interest expense includes interest on debt and uncertain tax positions in all periods. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 13. Commitments and Contingencies Leases The Company's operating lease obligations result from the lease of land and buildings that comprise the Company's corporate headquarters and manufacturing facilities, leases related to additional manufacturing, office, and warehouse space, leases on Company vehicles, and leases on a variety of office equipment. The Company had deferred rent obligations of $1.7 million and $1.6 million as of December 31, 2015 and 2014 , respectively, primarily related to the lease on its corporate headquarters, which expires in 2022. Total rental expense for operating leases was $3.4 million in 2015 and $3.0 million in both 2014 and 2013 . The increase in rent expense in 2015 is due to a lease the Company entered into for additional office space in Kennesaw, GA. Operating Leases 2016 $ 3,167 2017 3,536 2018 3,524 2019 3,462 2020 3,534 Thereafter 6,974 Total minimum lease payments $ 24,197 Liability Claims At December 31, 2015 and 2014 the Company’s unreported loss liability was $1.4 million and the related insurance recoverable amounts were $600,000 . The Company accrues its estimate of unreported product and tissue processing liability claims as other long ‑term liabilities and records the related recoverable insurance amounts as other long ‑term assets. Further analysis indicated that the liability as of December 31, 2015 could be estimated to be as high as $2.6 million, after including a reasonable margin for statistical fluctuations calculated based on actuarial simulation techniques. Employment Agreement In July 2014 the Company’s Board of Directors appointed Mr. James P. Mackin as President and Chief Executive Officer (“CEO”), and t he Company and Mr. Mackin entered into an employment agreement, which became effective September 2, 2014. The employment agreement has an initial three -year term. Beginning on the second anniversary of the effective date, and subject to earlier termination pursuant to the agreement, the employment term will, on a daily basis, automatically extend by one day. In accordance with the agreement, on September 2, 2014, Mr. Mackin received a one-time signing bonus of $200,000 , a grant of 400,000 stock options, and a performance stock award grant of 250,000 shares. The agreement also provides for a severance payment, which would become payable upon the occurrence of certain employment termination events, including termination by the Company without cause. The employment agreement of the Company’s former President, CEO, and Executive Chairman, Mr. Steven G. Anderson, conferred certain benefits on Mr. Anderson upon his retirement or termination of employment in conjunction with certain change in control events. As of December 31, 2014 the Company had $2.2 million included in its accrued expenses and other current liabilities on the Consolidated Balance Sheet, primarily related to severance payable upon Mr. Anderson’s voluntary retirement. Mr. Anderson’s employment agreement took effect on January 1, 2013 and would have terminated on December 31, 2016. On April 9, 2015 Mr. Anderson retired from service as an employee of the Company and Chair of its Board of Directors, and entered into a Separation Agreement (the “Agreement”) with the Company. In accordance with the Agreement, in addition to the severance benefit discussed above, Mr. Anderson received an additional $400,000 in cash; and will receive 25% of the annual bonus he would have been entitled to under his employment agreement, estimated at target payout rates to be approximately $100,000 ; reimbursement of a Medicare supplement policy for Mr. Anderson and his spouse for the duration of their lives; accelerated vesting of all outstanding and unvested stock options and awards; and reimbursement of attorneys’ fees not to exceed $20,000 . The Company recorded expense of approximately $1.4 million related to the Agreement in the second quarter of 2015. The acceleration of Mr. Anderson’s stock options and awards was effective as of the date of his retirement. The Company made a payment of approximately $2.4 million in cash severance and compensation payments to Mr. Anderson in October 2015, six months after his retirement. The bonus payment is expected to be made in February 2016 at the same time as annual bonus payments, if any, are made to the Company’s officers. PerClot Technology On September 28, 2010 the Company entered into a worldwide distribution agreement (the “Distribution Agreement”) and a license and manufacturing agreement (the “License Agreement”) with SMI, for PerClot, a polysaccharide hemostatic agent used in surgery. The Distribution Agreement contains certain minimum purchase requirements and has a term of 15 years. Following U.S. regulatory approval and the start of U.S. manufacturing, CryoLife may terminate the Distribution Agreement and the related requirements to purchase minimum amounts of PerClot manufactured by SMI. Upon termination of the Distribution Agreement, CryoLife would manufacture and sell PerClot pursuant to the License Agreement. The Company would pay royalties to SMI at stated rates on net revenues of products manufactured under the License Agreement. In April 2014 CryoLife received 510(k) clearance from the FDA to market PerClot Topical in the U.S. PerClot Topical is a version of the Company’s PerClot product, which was manufactured by the Company at its headquarters and labeled for use in certain topical indications. CryoLife launched PerClot Topical in August 2014 . In March 2015 CryoLife ceased all marketing, sales, and distribution of PerClot, including PerClot Topical, in the U.S. in accordance with the District Court order that granted the motion of Medafor for a preliminary injunction in its patent dispute with CryoLife. See Note 8 for further discussion of the Company’s lawsuit with Medafor. The Company is conducting its pivotal clinical trial to gain approval to commercialize PerClot for surgical indications in the U.S. Management believes that the costs of this clinical trial will be significant in 2016. The Company began enrollment in the second quarter of 2015. Enrollment in the clinical trial was slower than anticipated, and the Company voluntarily suspended enrollment in the clinical trial pending discussions with the FDA to modify the IDE study protocol. These planned modifications will need to be approved by the FDA in an IDE supplement. Depending on the outcome of those discussions, the Company will determine when it anticipates resuming enrollment in the clinical trial. If the Company is able to resume enrollment in the clinical trial during 2016, the Company would expect to receive PMA from the FDA in early 2019. CryoLife paid $500,000 to SMI in January 2015 related to the achievement of a contingent milestone. The Company will make additional contingent payments to SMI of up to $1.0 million if certain FDA regulatory and other commercial milestones are achieved. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | 14. Shareholders’ Equity Common Stock Repurchase In February 2013 the Company’s Board of Directors authorized the purchase of up to $15.0 million of its common stock through October 31, 2014. During the year ended December 31, 2014 the Company purchased approximately 585,000 shares for an aggregate purchase price of $5.6 million. These shares were recorded, at cost, as treasury stock on the Company’s Consolidated Balance Sheets. During 2015 the Company did not repurchase any common stock under a repurchase program, and no formal repurchase program was in effect during that period. Cash Dividends The Company initiated a quarterly cash dividend of $0.025 per share of common stock outstanding in the third quarter of 2012 and increased this dividend to $0.0275 per share in the second quarter of 2013 and $0.03 per share in the second quarter of 2014. The Company paid dividend payments from cash on hand of $ 3.4 million and $3.3 million for the years ended December 31, 2015 and 2014 , respectively. The dividend payments were recorded as a reduction to retained earnings on the Company’s Consolidated Balance Sheets. In December 2015 the Company’s Board of Directors discontinued dividend payments for the foreseeable future. Shareholder Rights Plan The Company had a shareholder rights agreement entered into in 1995 and amended in 2005. Under the rights agreement, each share of the Company's common stock outstanding on December 11, 1995 was entitled to one “Right,” as defined in, and subject to, the terms of the rights agreement. A Right entitled the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock (“Series A Stock”) of the Company at $33.33 per one one-hundredth of a Preferred Share, subject to adjustment. Additionally, each common share that became outstanding after December 11, 1995 was also entitled to a Right, subject to the terms and conditions of the rights agreement. The shareholder rights agreement expired on November 23, 2015. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | 15. Employee Benefit Plans 401(k) Plan The Company has a 401(k) savings plan (“401(k) Plan”) providing retirement benefits to all employees who have completed at least three months of service. The Company made matching contributions of 40% of each participant's contribution for up to 5% of each participant’s salary in 2015 , 2014 , and 2013 . Total Company contributions approximated $573,000 , $553,000 , and $541,000 for the years ended December 31, 2015 , 2014 , and 2013 , respectively. Additionally, the Company may make discretionary contributions to the 401(k) Plan; however, no discretionary contributions were made in any of the past three years. Deferred Compensation Plan On January 1, 2011 the Company initiated a nonqualified Deferred Compensation Plan (“Deferred Plan”). The Deferred Plan allows certain employees of CryoLife to defer receipt of a portion of their salary and cash bonus. The Deferred Plan provides for tax-deferred growth of deferred compensation. Pursuant to the terms of the Deferred Plan, the Company agrees to return the deferred amounts plus gains and losses, based on investment fund options chosen by each respective participant, to the plan participants upon distribution. All deferred amounts and deemed earnings thereon are vested at all times. The Company has no current plans to match any contributions. Amounts owed to plan participants are unsecured obligations of the Company. CryoLife has established a rabbi trust in which it will make contributions to fund its obligations under the Deferred Plan. Pursuant to the terms of the trust, the Company will be required to make contributions each year to fully match its obligations under the Deferred Plan. The trust’s funds are invested in Company Owned Life Insurance (“COLI”), and the Company plans to hold the policies until the deaths of the insured. The Company’s deferred compensation liabilities are recorded as a component of other current liabilities or long-term deferred compensation liabilities, as appropriate, based on anticipated distribution dates. The cash surrender value of COLI is recorded in other long-term assets. Changes in the value of participant accounts and changes in the cash surrender value of COLI are recorded as part of the Company’s operating expenses and are subject to the Company’s normal allocation of expenses to inventory and deferred preservation costs. |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Stock Compensation [Abstract] | |
Stock Compensation | 16. Stock Compensation Overview The Company is currently authorized to grant and has available for grant the following number of shares under the Company’s stock plans as of December 31, 2015 and 2014 : Authorized Available for Grant Plan Shares 2015 2014 1996 Discounted Employee Stock Purchase Plan, as amended 1,900,000 560,000 638,000 2009 Employee Stock Incentive Plan 7,100,000 3,361,000 3,929,000 Total 9,000,000 3,921,000 4,567,000 During 2014 the Company amended the 2009 Employee Stock Incentive Plan to increase the authorized shares under the plan by 3.0 million shares. Upon the exercise of stock options or grants of RSAs, PSAs, RSUs, or PSUs, the Company may issue the required shares out of authorized but unissued common stock or out of treasury stock, at management’s discretion. Stock Awards In 2015 the Compensation Committee of the Company’s Board of Directors authorized awards from approved stock incentive plans of RSAs to non-employee directors, RSUs to certain employees, and RSAs, PSUs, and PSAs to certain Company officers, which, counting PSUs at target levels, together totaled 405,000 shares and had an aggregate grant date market value of $4.3 million. The PSUs granted in 2015 represented the right to receive from 60% to 150% of the target number of shares of common stock. The performance component of PSU awards granted in 2015 was based on attaining specified levels of adjusted EBITDA, adjusted inventory levels, and trade accounts receivable days’ sales outstanding, each as defined in the PSU grant documents, for the 2015 calendar year. The PSUs granted in 2015 earned 127% of the target number of shares. In 2014 the Compensation Committee of the Company’s Board of Directors authorized awards from approved stock incentive plans of RSAs to non-employee Directors, RSUs to certain employees, and RSAs and PSUs to certain Company officers, which, counting PSUs at target levels, together totaled 655,000 shares of common stock and had an aggregate grant date market value of $6.6 million. The PSUs granted in 2014 earned approximately 50% of the target number of shares. In 2013 the Compensation Committee of the Company’s Board of Directors authorized awards from approved stock incentive plans of RSAs to non-employee Directors, RSUs to certain employees, and RSAs and PSUs to certain Company officers, which, counting PSUs at target levels, together totaled 467,000 shares of common stock and had an aggregate market value of $3.1 million. The PSUs granted in 2012 earned approximately 115% of the target number of shares. A summary of stock grant activity for the years ended December 31, 2015 , 2014 , and 2013 for RSAs, PSAs, RSUs, and PSUs, based on the target number of shares, is as follows: Weighted Average Grant Date RSAs Shares Fair Value Unvested at December 31, 2012 639,000 $ 5.48 Granted 232,000 6.10 Vested (215,000) 5.80 Forfeited (34,000) 5.31 Unvested at December 31, 2013 622,000 5.62 Granted 232,000 9.97 Vested (324,000) 5.55 Forfeited (35,000) 7.22 Unvested at December 31, 2014 495,000 7.65 Granted 207,000 10.33 Vested (278,000) 8.10 Forfeited (110,000) 8.49 Unvested at December 31, 2015 314,000 9.31 Weighted Average Grant Date PSAs Shares Fair Value Unvested at December 31, 2014 250,000 $ 10.18 Granted -- -- Vested -- -- Forfeited -- -- Unvested at December 31, 2015 250,000 10.18 Weighted Average Remaining Aggregate Contractual Intrinsic RSUs Shares Term in years Value Outstanding at December 31, 2012 120,000 1.54 $ 747,000 Granted 73,000 Vested (54,000) Forfeited (10,000) Outstanding at December 31, 2013 129,000 1.56 1,425,000 Granted 5,000 Vested (52,000) Forfeited (21,000) Outstanding at December 31, 2014 61,000 1.21 687,000 Granted 88,000 Vested (36,000) Forfeited (10,000) Outstanding at December 31, 2015 103,000 1.17 1,110,000 Vested and expected to vest 95,000 1.17 $ 1,029,000 Weighted Average Remaining Aggregate Contractual Intrinsic PSUs Shares Term in years Value Outstanding at December 31, 2013 236,000 0.81 $ 2,612,000 Granted 185,000 Vested (143,000) Forfeited (21,000) Outstanding at December 31, 2014 257,000 0.73 2,907,000 Granted 125,000 Vested (139,000) Forfeited (108,000) Outstanding at December 31, 2015 135,000 0.74 1,455,000 Vested and expected to vest 128,000 0.70 $ 1,381,000 Stock Options The Compensation Committee of the Company’s Board of Directors authorized grants of stock options from approved stock incentive plans to certain Company officers and employees totaling 328,000 , 562,000 , and 162,000 shares in 2015 , 2014 , and 2013 , respectively, with exercise prices equal to the stock prices on the respective grant dates. A summary of the Company’s stock option activity for the years ended December 31, 2015 , 2014 , and 2013 is as follows: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Shares Exercise Price Term in years Value Outstanding at December 31, 2012 2,060,000 $ 6.74 3.66 $ 1,225,000 Granted 162,000 6.12 Exercised (365,000) 7.48 Forfeited (49,000) 5.56 Expired (14,000) 6.69 Outstanding at December 31, 2013 1,794,000 6.57 3.31 8,274,000 Granted 562,000 10.12 Exercised (297,000) 7.26 Forfeited (23,000) 7.97 Expired (15,000) 7.34 Outstanding at December 31, 2014 2,021,000 7.43 3.54 8,021,000 Granted 328,000 10.83 Exercised (248,000) 7.42 Forfeited (112,000) 9.93 Expired (93,000) 12.08 Outstanding at December 31, 2015 1,896,000 7.65 3.31 5,992,000 Vested and expected to vest 1,859,000 7.59 3.26 5,977,000 Exercisable at December 31, 2015 1,301,000 6.44 2.16 5,649,000 Other information concerning stock options for the years ended December 31 is as follows: 2015 2014 2013 Weighted-average fair value of options granted $ 3.82 $ 4.14 $ 2.54 Intrinsic value of options exercised 761,000 918,000 673,000 Employees purchased common stock totaling 78,000 , 111,000 , and 97,000 shares in 2015 , 2014 , and 2013 , respectively, through the Company’s ESPP. Stock Compensation Expense The following weighted ‑average assumptions were used to determine the fair value of options: 2015 2014 2013 Stock ESPP Stock ESPP Stock ESPP Options Options Options Options Options Options Expected life of options 4.5 Years 0.5 Years 4.2 Years 0.5 Years 4.3 Years 0.5 Years Expected stock price volatility 0.44 0.32 0.55 0.36 0.60 0.39 Dividend yield 1.12% 1.06% 1.16% 1.12% 1.91% 1.59% Risk-free interest rate 1.41% 0.12% 1.34% 0.08% 0.70% 0.13% The following table summarizes stock compensation expense (in thousands): 2015 2014 2013 RSA, PSA, RSU, and PSU expense $ 3,955 $ 2,855 $ 2,616 Stock option and ESPP option expense 1,371 842 852 Total stock compensation expense $ 5,326 $ 3,697 $ 3,468 Included in the total stock compensation expense, as applicable in each period, were expenses related to RSAs, PSAs, RSUs, PSUs, and stock options issued in each respective year, as well as those issued in prior periods that continue to vest during the period, and compensation related to the Company’s ESPP. These amounts were recorded as stock compensation expense and were subject to the Company’s normal allocation of expenses to inventory costs and deferred preservation costs. The Company capitalized $237,000 , $261,000 and $228,000 in the years ended December 31, 2015 , 2014 , and 2013 , respectively, of the stock compensation expense into its inventory costs and deferred preservation costs. As of December 31, 2015 the Company had total unrecognized compensation costs of $4.3 million related to RSAs, PSAs, RSUs, and PSUs and $1.8 million related to unvested stock options, before considering the effect of expected forfeitures. As of December 31, 2015 this expense is expected to be recognized over a weighted-average period of 2.0 years for RSUs, 1.8 years for stock options, 1.7 years for PSAs, 1.2 years for RSAs, and 0.7 years for PSUs. |
Income Per Common Share
Income Per Common Share | 12 Months Ended |
Dec. 31, 2015 | |
Income Per Common Share [Abstract] | |
Income Per Common Share | 17. Income Per Common Share The following table sets forth the computation of basic and diluted income per common share (in thousands, except per share data): Basic income per common share 2015 2014 2013 Net income $ 4,005 $ 7,322 $ 16,172 Net income allocated to participating securities (87) (161) (367) Net income allocated to common shareholders $ 3,918 $ 7,161 $ 15,805 Basic weighted-average common shares outstanding 27,744 27,379 26,885 Basic income per common share $ 0.14 $ 0.26 $ 0.59 Diluted income per common share 2015 2014 2013 Net income $ 4,005 $ 7,322 $ 16,172 Net income allocated to participating securities (87) (158) (359) Net income allocated to common shareholders $ 3,918 $ 7,164 $ 15,813 Basic weighted-average common shares outstanding 27,744 27,379 26,885 Effect of dilutive options and awards a 798 934 813 Diluted weighted-average common shares outstanding 28,542 28,313 27,698 Diluted income per common share $ 0.14 $ 0.25 $ 0.57 a The Company 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 income per common share. Accordingly, stock options to purchase 710,000 , 335,000 , and 656,000 shares for the years ended December 31, 2015 , 2014 , and 2013 , respectively, were excluded from the calculation of diluted weighted-average common shares outstanding. |
Transactions With Related Parti
Transactions With Related Parties | 12 Months Ended |
Dec. 31, 2015 | |
Transactions With Related Parties [Abstract] | |
Transactions With Related Parties | 18 . Transactions with Related Parties A member of the Company’s Board of Directors and a shareholder of the Company is an employee of an investment banking services company. The Company made stock repurchases of zero , $5.6 million, and $321,000 in 2015 , 2014 , and 2013 , respectively, which includes the cost of stock and commissions of less than 1% to that investment banking services company. A member of the Company’s Board of Directors and a shareholder of the Company was the former Chief of Thoracic Surgery of a university hospital that generated product and preservation services revenues of $329,000 , $273,000 , and $353,000 for the Company in 2015 , 2014 , and 2013 , respectively. Additionally, the son of this member of the Company’s Board of Directors receives a retainer for performing heart and lung transplants from a medical center that generated product and preservation services revenues of $617,000 , $616,000 , and $345,000 for the Company in 2015 , 2014 , and 2013 , respectively. The Company expensed $35,000 , $45,000 , and $47,000 in 2015 , 2014 , and 2013 , respectively, relating to supplies for clinical trials purchased from a company whose Chief Financial Officer is a member of the Company's Board of Directors and a shareholder of the Company. |
Segment And Geographic Informat
Segment And Geographic Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment And Geographic Information [Abstract] | |
Segment And Geographic Information | 19 . Segment and Geographic Information The Company has two reportable segments organized according to its products and services: Medical Devices and Preservation Services. The Medical Devices segment includes external revenues from product sales of BioGlue, BioFoam, PerClot, CardioGenesis cardiac laser therapy, HeRO Graft, ProCol, and PhotoFix. The Preservation Services segment includes external services revenues from the preservation of cardiac and vascular tissues. There are no intersegment revenues. The primary measure of segment performance, as viewed by the Company’s management, is segment gross margin, or net external revenues less cost of products and preservation services. The Company does 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 the Company’s operating segments (in thousands): 2015 2014 2013 Revenues: Medical devices $ 83,081 $ 81,883 $ 76,194 Preservation services 62,817 62,758 64,498 Other a -- -- 71 Total revenues 145,898 144,641 140,763 Cost of products and preservation services: Medical devices 18,663 17,167 15,147 Preservation services 36,516 36,183 35,230 Total cost of products and preservation services 55,179 53,350 50,377 Gross margin: Medical devices 64,418 64,716 61,047 Preservation services 26,301 26,575 29,268 Other a -- -- 71 Total gross margin $ 90,719 $ 91,291 $ 90,386 Net revenues by product for the years ended December 31, 2015 , 2014 , and 2013 were as follows (in thousands): 2015 2014 2013 Products: BioGlue and BioFoam $ 59,332 $ 62,091 $ 58,004 PerClot 4,083 4,289 3,494 CardioGenesis cardiac laser therapy 9,419 8,225 8,965 HeRO Graft 7,546 7,131 5,731 ProCol 1,305 147 -- PhotoFix 1,396 -- -- Total products 83,081 81,883 76,194 Preservation services: Cardiac tissue 28,059 29,437 29,523 Vascular tissue 34,758 33,321 34,975 Total preservation services 62,817 62,758 64,498 Other a -- -- 71 Total revenues $ 145,898 $ 144,641 $ 140,763 a For the year ended December 31, 2013 the “Other” designation included grant revenue. Net revenues by geographic location attributed to countries based on the location of the customer for the years ended December 31, 2015 , 2014 , and 2013 were as follows (in thousands): 2015 2014 2013 U.S. $ 114,978 $ 110,533 $ 109,325 International 30,920 34,108 31,438 Total revenues $ 145,898 $ 144,641 $ 140,763 At December 31, 2015 and 2014 over 95% of the long ‑lived assets of the Company were held in the U.S., where all of the Company’s manufacturing facilities and the corporate headquarters are located. At December 31, 2015 and 2014 the Company’s $ 11.4 million of goodwill was allocated entirely to its Medical Devices segment. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20 . Subsequent Events (unaudited) Acquisition of On-X Life Technolgies Overview On December 22, 2015 the Company, entered into the Agreement and Plan of Merger (“On-X Agreement”) to acquire On-X, an Austin, Texas-based, privately held mechanical heart valve company, for approximately $130.0 million, subject to certain adjustments, consisting of approximately $91.0 million in cash and $39.0 million of CryoLife’s common stock. The transaction closed on January 20, 2016 and On-X will be operated as a wholly-owned subsidiary of CryoLife. The On-X catalogue of products includes the On-X prosthetic aortic and mitral heart valve and the On-X ascending aortic prosthesis (“AAP”). On-X also distributes CarbonAid CO 2 diffusion catheters, manufactures Chord-X ePTFE sutures for mitral chordal replacement , and offers pyrolytic carbon coating services to other medical device manufacturers. CryoLife believes that the On-X products will fit well into its product portfolio of medical devices for cardiac surgery and believes there is a significant opportunity for CryoLife’s sales team to leverage their strong relationships with cardiac surgeons to introduce and to expand utilization of the On-X valve in the U.S. and internationally. Accounting for the Transaction Per the Company’s preliminary analysis, the purchase price of the transaction totaled approximately $128.0 million, consisting of cash of $93.4 million and 3,703,699 shares of CryoLife common stock, with a value of $34.6 million as determined on the date of the closing. This purchase price is subject to several potential adjustments, including a working capital adjustment, which has not yet been finalized. The Company’s preliminary allocation of the $128.0 million purchase price to On-X’s tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values as of January 20, 2016, is included in the table below. Goodwill will be recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and is not deductible for tax purposes. The allocation of the purchase price is preliminary and differences between the preliminary and final purchase price allocation could be material. This allocation of purchase price is expected to change based on a variety of factors including, but not limited to, determination of the valuation of intangible assets acquired, the fair value of inventories acquired, the amount of current and deferred tax assets and liabilities acquired, and the amount of non-tax liabilities assumed. Goodwill from this transaction will be allocated to the Company’s medical devices segment. The preliminary purchase price allocation as of January 20, 2016 is as follows (in thousands): Opening Balance Sheet Cash and cash equivalents $ 2,472 Receivables 6,503 Inventories 13,284 Intangible assets and goodwill 96,937 Other assets 13,426 Liabilities assumed (4,557) Total purchase price $ 128,065 CryoLife incurred transaction and integration costs of $2.8 million for the year ended December 31, 2015. These costs were expensed as incurred and were primarily recorded as general, administrative, and marketing expenses on the Company’s Consolidated Statements of Operations and Comprehensive Income. Pro Forma Results The Company’s unaudited pro forma results of operations for the year ended December 31, 2015 and 2014 assuming the On-X acquisition had occurred as of January 1, 201 4 are presented for comparative purposes below. These amounts are based on available information of the results of operations of On-X prior to the acquisition date and are not necessarily indicative of what the results of operations would have been had the acquisition been completed on January 1, 201 4 . The pro forma adjustments related to the acquisition of On-X are based on a preliminary purchase price allocation. Differences between the preliminary and final purchase price allocation could have an impact on the pro forma financial information presented below and that impact could be material. This unaudited pro forma information does not project operating results post acquisition. This preliminary pro forma information is as follows (in thousands, except per share amounts): 2015 2014 Total revenues $ 179,266 $ 177,722 Net income 6,458 3,730 Pro forma net income was calculated using a tax rate of approximately 38% . Divestiture of the HeRO Graft Product Line On February 3, 2016 the Company sold its HeRO Graft product line to Merit Medical Systems, Inc. (“Merit”) for $18.5 million in cash. Under terms of the agreement, Merit acquired the HeRO Graft product line, including worldwide marketing rights, customer relationships, intellectual property, inventory, and certain property and equipment. The Company will continue to manufacture the HeRO Graft for up to six months under a transition supply agreement, after which Merit will be responsible for manufacturing. The disposal of the HeRO Graft is part of a strategic shift of the Company’s focus to selling its expanded portfolio of cardiac surgery products, including the On-X heart valve. The HeRO Graft product line was included as part of the Company’s Medical Devices segment. The Company is in the process of completing the accounting related to this sale, including an allocation of its medical device segment goodwill to the divested business using a relative fair value allocation method. The assets divested in this transaction did not meet the criteria to be reported as assets held for sale as of December 31, 2015. As of December 31, 2015 the Company had approximately $8.0 million in carrying value of assets , before the allocation of goodwill, associated with this divested product line on its Consolidated Balance Sheet, primarily in intangible assets and inventory. |
Selected Quarterly Financial In
Selected Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2015 | |
Selected Quarterly Financial Information [Abstract] | |
Selected Quarterly Financial Information (Unaudited) | SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (in thousands, except per share data) First Second Third Fourth Quarter Quarter Quarter Quarter REVENUE: 2015 $ 33,831 $ 35,526 $ 36,703 $ 39,838 2014 35,731 34,690 37,069 37,151 2013 35,536 33,520 36,250 35,457 GROSS MARGIN: 2015 $ 19,667 $ 21,554 $ 22,982 $ 26,516 2014 22,473 22,384 23,799 22,635 2013 23,276 21,479 23,349 22,282 NET (LOSS) INCOME: 2015 $ (274) $ (502) $ 2,145 $ 2,636 2014 1,059 2,161 2,326 1,776 2013 2,192 1,785 3,169 9,026 * (LOSS) INCOME PER COMMON SHARE—DILUTED: 2015 $ (0.01) $ (0.02) $ 0.07 $ 0.09 2014 0.04 0.08 0.08 0.06 2013 0.08 0.06 0.11 0.31 * * The fourth quarter 2013 net income and income per common share-diluted includes the favorable effect of a $12.7 million pre-tax gain on the sale of an investment in the common stock of Medafor, Inc. as a result of C.R. Bard, Inc.’s acquisition of the outstanding common shares of Medafor, Inc. and the unfavorable effect of a $3.2 million other than temporary investment impairment as a result of the impairment and write-down of the Company’s investment in ValveXchange preferred stock. |
Summary Of Significant Accoun29
Summary Of Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2015 | |
Summary Of Significant Accounting Policies [Abstract] | |
Nature Of Business | Nature of Business CryoLife, Inc. (“CryoLife,” the “Company,” “we,” or “us”), incorporated in 1984 in Florida, is a leader in medical device manufacturing and distribution and in the processing and distribution of implantable human tissues for use in cardiac and vascular surgeries. CryoLife’s surgical sealants and hemostats include BioGlue ® Surgical Adhesive (“BioGlue”), BioFoam ® Surgical Matrix (“BioFoam”), and PerClot ® , an absorbable powdered hemostat, which the Company distributes internationally for Starch Medical, Inc. (“SMI”). CryoLife’s CardioGenesis cardiac laser therapy product line, which includes a laser console system and single-use, fiber-optic handpieces, is used for the treatment of coronary artery disease in patients with severe angina. CryoLife is the exclusive distributor of ProCol ® Vascular Bioprosthesis (“ProCol”) for Hancock Jaffe Laboratories, Inc. (“Hancock Jaffe”). CryoLife marketed the Hemodialysis Reliable Outflow Graft (“HeRO ® Graft”) through February 3, 2016. Both HeRO Graft and ProCol are solutions for end-stage renal disease (“ESRD”) in certain hemodialysis patients. CryoLife is the exclusive distributor of PhotoFix TM for Genesee Biomedical, Inc. (“GBI”). PhotoFix is a bovine pericardial patch stabilized using a dye-mediated photo-fixation process that requires no glutaraldehyde. The cardiac and vascular human tissues distributed by CryoLife include the CryoValve ® SG pulmonary heart valve (“CryoValve SGPV”) and the CryoPatch ® SG pulmonary cardiac patch tissue (“CryoPatch SG”), both of which are processed using CryoLife’s proprietary SynerGraft ® technology. |
Principles Of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Translation Of Foreign Currencies | Translation of Foreign Currencies The Company’s revenues and expenses transacted in foreign currencies are translated as they occur at exchange rates in effect at the time of each transaction. Realized gains and losses on foreign currency transactions are recorded as a component of other (income) expense, net on the Company’s Consolidated Statements of Operations and Comprehensive Income. Assets and liabilities of the Company denominated in foreign currencies are translated at the exchange rate in effect as of the balance sheet date and are recorded as a separate component of accumulated other comprehensive income (loss) in the shareholders' equity section of the Company’s Consolidated Balance Sheets. |
Use Of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Estimates and assumptions are used when accounting for investments, allowance for doubtful accounts, deferred preservation costs, acquired assets or businesses, long ‑lived tangible and intangible assets, deferred income taxes, commitments and contingencies (including product and tissue processing liability claims, claims incurred but not reported, and amounts recoverable from insurance companies), stock-based compensation, certain accrued liabilities (including accrued procurement fees, income taxes, and financial instruments), contingent consideration liability, and other items as appropriate. |
Revenue Recognition | Revenue Recognition Revenues for products, including: BioGlue, BioFoam, PerClot, CardioGenesis cardiac laser therapy handpieces and accessories, HeRO Grafts, ProCol, PhotoFix, and other medical devices, are recognized at the time the product is shipped, at which time title passes to the customer, and there are no further performance obligations. The Company recognizes revenues for preservation services when services are completed and tissue is shipped to the customer. Revenues from research grants are recognized in the period the associated costs are incurred. Revenues from upfront licensing agreements are recognized ratably over the period the Company expects to fulfill its obligations. Revenues from the sale of laser consoles are considered multiple element arrangements, and such revenues are allocated to the elements of the sale. The Company allocates revenues based primarily on the revenue these individual elements would generate if sold separately. Revenues from domestic laser consoles sales are typically recognized when the laser is installed at a customer site and all materials for the laser console’s use are delivered. Revenues from the sales of laser consoles to international distributors are evaluated individually based on the terms of the sale and collectability to determine when revenue has been earned and can be recognized. |
Shipping And Handling Charges | Shipping and Handling Charges Fees charged to customers for shipping and handling of products and tissues are included in product revenues and preservation services revenues, respectively. The costs for shipping and handling of products and tissues are included as a component of cost of products and cost of preservation services, respectively. |
Advertising Costs | Advertising Costs The costs to develop, produce, and communicate the Company’s advertising are expensed as incurred and are classified as general, administrative, and marketing expenses. The Company records the cost to print or copy certain sales materials as a prepaid expense and amortizes these costs as an advertising expense over the period they are expected to be used, typically six months to one year. The total amount of advertising expense included in the Company’s Consolidated Statements of Operations and Comprehensive Income was $521,000 , $821,000 , and $880,000 for the years ended December 31, 2015 , 2014 , and 2013 , respectively. |
Stock-Based Compensation | Stock ‑Based Compensation The Company has stock option and stock incentive plans for employees and non-employee Directors that provide for grants of restricted stock awards (“RSA”s), performance stock awards (“PSA”s), restricted stock units (“RSU”s), performance stock units (“PSU”s), and options to purchase shares of CryoLife common stock at exercise prices generally equal to the fair values of such stock at the dates of grant. The Company also maintains a shareholder approved Employee Stock Purchase Plan (the “ESPP”) for the benefit of its employees. The ESPP allows eligible employees the right to purchase common stock on a regular basis at the lower of 85% of the market price at the beginning or end of each offering period. The RSAs, PSAs, RSUs, PSUs, and stock options granted by the Company typically vest over a one to three -year period. The stock options granted by the Company typically expire within seven years of the grant date. The Company values its RSAs, PSAs, RSUs, and PSUs based on the stock price on the date of grant. The Company expenses the related compensation cost of RSAs, PSAs, and RSUs using the straight-line method over the vesting period. The Company expenses the related compensation cost of PSUs based on the number of shares expected to be issued if achievement of the performance component is probable using a straight-line method over each vesting tranche of the award. The amount of compensation costs expensed related to PSUs is adjusted as needed if the Company deems that achievement of the performance component is no longer probable, or if the Company’s expectation of the number of shares to be issued changes. The Company uses a Black-Scholes model to value its stock option grants and expenses the related compensation cost using the straight-line method over the vesting period. The fair value of the Company’s ESPP options is also determined using a Black-Scholes model and is expensed over the vesting period. The fair value of stock options and ESPP options is determined on the grant date using assumptions for the expected term, volatility, dividend yield, and the risk-free interest rate. The expected term is primarily based on the contractual term of the option and Company data related to historic exercise and post-vesting forfeiture patterns, which is adjusted based on management’s expectations of future results. The Company’s anticipated volatility level is primarily based on the historic volatility of the Company’s common stock, adjusted to remove the effects of certain periods of unusual volatility not expected to recur, and adjusted based on management’s expectations of future volatility, for the life of the option or option group. The Company’s model included a zero dividend yield assumption in the periods prior to the Company’s initiation of a quarterly dividend in the third quarter of 2012. The risk-free interest rate is based on recent U.S. Treasury note auction results with a similar life to that of the option. The Company’s model does not include a discount for post-vesting restrictions, as the Company has not issued awards with such restrictions. The period expense for the Company’s stock compensation is determined based on the valuations discussed above and, at that time, an estimated forfeiture rate is used to reduce the expense recorded. The Company’s estimate of pre-vesting forfeitures is primarily based on the recent historical experience of the Company and is later adjusted to reflect actual forfeitures. |
Income Per Common Share | Income Per Common Share Income per common share is computed using the two class method, which requires the Company to include unvested RSAs and PSAs that contain non-forfeitable rights to dividends (whether paid or unpaid) as participating securities in the income per common share calculation. Under the two class method, net income is allocated to the weighted-average number of common shares outstanding during the period and the weighted-average participating securities outstanding during the period. The portion of net income that is allocated to the participating securities is excluded from basic and dilutive net income per common share. Diluted net income per share is computed using the weighted-average number of common shares outstanding plus the dilutive effects of outstanding stock options and awards and other dilutive instruments as appropriate. |
Dividends | Dividends The Company’s Board of Directors approved the initiation of a quarterly cash dividend of $0.025 per share of common stock outstanding in the third quarter of 2012. The Board of Directors increased this dividend to $0.0275 per share in the second quarter of 2013, and to $0.03 per share in the second quarter of 2014. Cash dividends have been paid every three months since their initiation in September 2012 through December 2015. In December 2015 the Board of Directors undertook a review of the Company’s dividend policy and determined that it would be in the best interest of the shareholders to discontinue dividend payments for the foreseeable future. The Company does not anticipate paying out any further quarterly dividends after December 31, 2015. |
Financial Instruments | Financial Instruments The Company’s financial instruments include cash equivalents, marketable securities, restricted securities, accounts receivable, notes receivable, accounts payable, debt obligations, and contingent consideration. The Company typically values financial assets and liabilities such as receivables, accounts payable, and debt obligations at their carrying values, which approximate fair value due to their generally short-term duration. Other financial instruments are recorded as discussed in the sections below. |
Fair Value Measurements | Fair Value Measurements The Company records certain financial instruments at fair value, including: cash equivalents, certain marketable securities, certain restricted securities, contingent consideration, and derivative instruments. The Company may make an irrevocable election to measure other financial instruments at fair value on an instrument-by-instrument basis; although as of December 31, 2015 the Company has not chosen to make any such elections. Fair value financial instruments are recorded in accordance with the fair value measurement framework. The Company also measures certain non-financial assets at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as cost method investments, long ‑lived assets, and non-amortizing intangible assets for impairment; allocating value to assets in an acquired asset group; and applying accounting for business combinations. The Company uses the fair value measurement framework to value these assets and reports these fair values in the periods in which they are recorded or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: · Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; · Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and · Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist in determining fair value, as appropriate. Although the Company believes that the recorded fair value of its financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. |
Cash And Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist primarily of highly liquid investments with maturity dates of three months or less at the time of acquisition. The carrying value of cash equivalents approximates fair value. |
Cash Flow Supplemental Disclosures | Cash Flow Supplemental Disclosures Supplemental disclosures of cash flow information for the years ended December 31 (in thousands): 2015 2014 2013 Cash paid during the year for: Interest $ 1 $ 34 $ 3 Income taxes 145 3,450 5,693 |
Marketable Securities And Other Investments | Marketable Securities and Other Investments The Company typically invests its excess cash for short-term periods in large, well ‑capitalized financial institutions, and the Company's policy excludes investment in any securities rated less than "investment ‑grade" by national rating services, unless specifically approved by the Board of Directors. The Company sometimes makes longer term strategic investments in medical device companies, and these investments must be approved by the Board of Directors. The Company determines the classification of its investments as trading, available-for-sale, or held-to-maturity at the time of purchase and reevaluates such designations quarterly. Trading securities are securities that are acquired principally for the purpose of generating a profit from short-term fluctuations in price. Debt securities are classified as held ‑to ‑maturity when the Company has the intent and ability to hold the securities to maturity. Any securities not designated as trading or held ‑to ‑maturity are considered available-for-sale. The Company typically states its investments at their fair values; however, for held ‑to ‑maturity securities or when current fair value information is not readily available, investments are recorded using the cost method. The cost of securities sold is based on the specific identification method. Under the fair value method, the Company adjusts each investment to its market price and records the unrealized gains or losses in other (income) expense, net for trading securities, or accumulated other comprehensive income (loss), for available-for-sale securities. Interest, dividends, realized gains and losses, and declines in value judged to be other than temporary are included in other (income) expense, net. Under the cost method, investments are recorded at cost, with subsequent dividends received recognized as income. Cost method investments are reviewed for impairment if factors indicate that a decrease in the value of the investment has occurred. |
Accounts And Notes Receivable And Allowance For Doubtful Accounts | Accounts and Notes Receivable and Allowance for Doubtful Accounts The Company’s accounts receivable are primarily from hospitals and distributors that either use or distribute the Company’s products and tissues. The Company assesses the likelihood of collection based on a number of factors, including past transaction history and the credit worthiness of the customer, as well as the increased risks related to international customers and large distributors. The Company’s accounts receivable balances were reported net of allowance for doubtful accounts of $232,000 and $317,000 as of December 31, 2015 and 2014 , respectively. The Company may lend money from time-to-time through a note receivable, which may be made in conjunction with a longer term strategic investment in a medical device company, as approved by the Board of Directors. The Company assesses the likelihood of collection of its notes receivable based on a number of factors, including past transaction history, credit worthiness, and the liquidity position of the recipient as well as the expected value of any collateral. The Company’s notes receivable balance was zero as of December 31, 2015 and 2014 , respectively . See Note 7 for further discussion of the Company’s note receivable from ValveXchange, Inc. (“ValveXchange”). |
Inventories | Inventories Inventories are comprised of BioGlue; BioFoam; PerClot; CardioGenesis cardiac laser therapy laser consoles, handpieces, and accessories; HeRO Grafts; ProCol; PhotoFix; other medical devices; supplies; and raw materials. Inventories are valued at the lower of cost or market on a first ‑in, first ‑out basis. Upon shipment, revenue is recognized and the related inventory costs are expensed as cost of products. Cost of products also includes, as applicable, lower of cost or market write-downs and impairments for products not deemed to be recoverable and, as incurred, idle facility expense, excessive spoilage, extra freight, and rehandling costs. Inventory costs for manufactured products consist primarily of direct labor and materials (including salary and fringe benefits, raw materials, and supplies) and indirect costs (including allocations of costs from departments that support manufacturing activities and facility allocations). The allocation of fixed production overhead costs is based on actual production levels, to the extent that they are within the range of the facility’s normal capacity. Inventory costs for products purchased for resale or manufactured under contract consist primarily of the purchase cost, freight-in charges, and indirect costs as appropriate. The Company regularly evaluates its inventory to determine if the costs are appropriately recorded at the lower of cost or market value. The Company also evaluates its inventory for costs not deemed to be recoverable, including inventory not expected to ship prior to its expiration. Lower of cost or market value write-downs are recorded if the book value exceeds the estimated market value of the inventory, based on recent sales prices at the time of the evaluation. Impairment write-downs are recorded based on the book value of inventory deemed to be impaired. Actual results may differ from these estimates. Write-downs of inventory are expensed as cost of products, and these write-downs are permanent impairments that create a new cost basis, which cannot be restored to its previous levels if the Company’s estimates change. The Company recorded write-downs to its inventory totaling $858,000 , $140,000 , and $1.2 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. The 2015 write-down is primarily related to $764,000 of PerClot largely due to the write-down of PerClot Topical inventory following the Company’s cessation of marketing, sales, and distribution of that product in the U.S. in accordance with the U.S. District Court for the District of Delaware (the “District Court”s) order . See Note 8 for further discussion of the Company’s lawsuit with Medafor, Inc. (“Medafor”) . The 2013 write-down includes $684,000 in additional contractual costs and inventory impairment costs, primarily related to a BioGlue accessory product, and $483,000 in additional costs for CardioGenesis cardiac laser therapy handpieces that were made obsolete by the Company’s decision to exclusively distribute the new handpiece design, which was approved by the U.S. Food and Drug Administration (“FDA”) in June 2013. |
Deferred Preservation Costs | Deferred Preservation Costs Deferred preservation costs includes costs of cardiac and vascular tissues available for shipment, tissues currently in active processing, and tissues held in quarantine pending release to implantable status. By federal law, human tissues cannot be bought or sold; therefore, the tissues the Company preserves are not held as inventory. The costs the Company incurs to procure and process cardiac and vascular tissues are instead accumulated and deferred. Deferred preservation costs are stated at the lower of cost or market value on a first ‑in, first ‑out basis and are deferred until revenue is recognized. Upon shipment of tissue to an implanting facility, revenue is recognized and the related deferred preservation costs are expensed as cost of preservation services. Cost of preservation services also includes, as applicable, lower of cost or market write-downs and impairments for tissues not deemed to be recoverable, and includes, as incurred, idle facility expense, excessive spoilage, extra freight, and rehandling costs. The calculation of deferred preservation costs involves judgment and complexity and uses the same principles as inventory costing. Donated human tissue is procured from deceased human donors by organ and tissue procurement organizations (“OTPOs”), which consign the tissue to the Company for processing, preservation, and distribution. Deferred preservation costs consist primarily of the procurement fees charged by the OTPOs, direct labor and materials (including salary and fringe benefits, laboratory supplies and expenses, and freight ‑in charges), and indirect costs (including allocations of costs from support departments and facility allocations). Fixed production overhead costs are allocated based on actual tissue processing levels, to the extent that they are within the range of the facility’s normal capacity. These costs are then allocated among the tissues processed during the period based on cost drivers, such as the number of donors or number of tissues processed. The Company applies a yield estimate to all tissues in process and in quarantine to estimate the portion of tissues that will ultimately become implantable. Management estimates quarantine yields based on its experience and reevaluates these estimates periodically. Actual yields could differ significantly from the Company’s estimates, which could result in a change in tissues available for shipment, and could increase or decrease the balance of deferred preservation costs. These changes could result in additional cost of preservation services expense or could increase per tissue preservation costs, which would impact gross margins on tissue preservation services in future periods. The Company regularly evaluates its deferred preservation costs to determine if the costs are appropriately recorded at the lower of cost or market value. The Company also evaluates its deferred preservation costs for costs not deemed to be recoverable, including tissues not expected to ship prior to the expiration date of their packaging. Lower of cost or market value write-downs are recorded if the tissue processing costs incurred exceed the estimated market value of the tissue services, based on recent average service fees at the time of the evaluation. Impairment write-downs are recorded based on the book value of tissues deemed to be impaired. Actual results may differ from these estimates. Write-downs of deferred preservation costs are expensed as cost of preservation services, and these write-downs are permanent impairments that create a new cost basis, which cannot be restored to its previous levels if the Company’s estimates change. The Company recorded write-downs to its deferred preservation costs totaling $483,000 , $540,000 , and $448,000 for the years ended December 31, 2015 , 2014 , and 2013 , respectively. |
Property And Equipment | Property and Equipment Property and equipment is stated at cost. Depreciation is provided over the estimated useful lives of the assets, generally three to ten years, on a straight ‑line basis. Leasehold improvements are amortized on a straight ‑line basis over the remaining lease term at the time the assets are capitalized or the estimated useful lives of the assets, whichever is shorter. Depreciation expense for the years ended December 31 is as follows (in thousands): 2015 2014 2013 Depreciation expense $ 3,728 $ 4,001 $ 3,837 |
Goodwill And Other Intangible Assets | Goodwill and Other Intangible Assets The Company’s intangible assets consist of goodwill, patents, trademarks, and other intangible assets, as discussed in Note 10 . These assets include intangible assets from the acquisition of Hemosphere, Inc. (“Hemosphere”) in 2012 and the acquisition of Cardiogenesis Corporation (“Cardiogenesis”) in 2011. The Company amortizes its definite lived intangible assets over their expected useful lives using the straight-line method, which the Company believes approximates the period of economic benefits of the related assets. The Company’s indefinite lived intangible assets do not amortize, but are instead subject to periodic impairment testing as discussed in “Impairments of Long-Lived Assets and Non-Amortizing Intangible Assets” below. |
Impairments Of Long-Lived Assets And Non-Amortizing Intangible Assets | Impairments of Long ‑Lived Assets and Non-Amortizing Intangible Assets The Company assesses the potential impairment of its long-lived assets to be held and used whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include, but are not limited to, the following: · Significant underperformance relative to expected historical or projected future operating results; · Significant negative industry or economic trends; · Significant decline in the Company’s stock price for a sustained period; or · Significant decline in the Company’s market capitalization relative to net book value. If CryoLife determines that an impairment review is necessary, the Company will evaluate its assets or asset groups by comparing their carrying values to the sum of the undiscounted future cash flows expected to result from their use and eventual disposition. If the carrying values exceed the future cash flows, then the asset or asset group is considered impaired, and the Company will write down the value of the asset or asset group. For the years ended December 31, 2015 , 2014 , and 2013 the Company did not experience any factors that indicated that an impairment review of its long-lived assets was warranted. CryoLife evaluates its goodwill and other non-amortizing intangible assets for impairment on an annual basis as of October 31 and, if necessary, during interim periods if factors indicate that an impairment review is warranted. As of October 31, 2015 the Company’s non-amortizing intangible assets consisted of goodwill, acquired procurement contracts and agreements, trademarks, and other acquired technology. The Company performed an analysis of its non-amortizing intangible assets as of October 31, 2015 and 2014, and determined that the fair value of the assets and the fair value of the reporting unit exceeded their associated carrying values and were, therefore, not impaired. Management will continue to evaluate the recoverability of these non-amortizing intangible assets. |
Accrued Procurement Fees | Accrued Procurement Fees Donated tissue is procured from deceased human donors by OTPOs, which consign the tissue to the Company for processing, preservation, and distribution. The Company reimburses the OTPOs for their costs to recover the tissue and includes these costs as part of deferred preservation costs, as discussed above. The Company accrues estimated procurement fees due to the OTPOs at the time tissues are received based on contractual agreements between the Company and the OTPOs. |
Leases | Leases The Company has operating lease obligations resulting from the lease of land and buildings that comprise the Company's corporate headquarters and manufacturing facilities; leases related to additional manufacturing, office, and warehouse space; leases on Company vehicles; and leases on a variety of office equipment, as discussed in Note 13 . Certain of the Company’s leases contain escalation clauses, rent concessions, and renewal options for additional periods. Rent expense is computed on the straight ‑line method over the lease term and the related liability is recorded as deferred rent obligations on the Company’s Consolidated Balance Sheets. |
Liability Claims | Liability Claims In the normal course of business, the Company is made aware of adverse events involving its products and tissues. Future adverse events could ultimately give rise to a lawsuit against the Company, and liability claims may be asserted against the Company in the future based on past events it is not aware of at the present time. The Company maintains claims ‑made insurance policies to mitigate its financial exposure to product and tissue processing liability claims. Claims ‑made insurance policies generally cover only those asserted claims and incidents that are reported to the insurance carrier while the policy is in effect. Thus, a claims ‑made policy does not generally represent a transfer of risk for claims and incidents that have been incurred but not reported to the insurance carrier during the policy period. Any punitive damage components of claims are uninsured. The Company engages external advisors to assist it in estimating its liability and any related recoverable under the Company's insurance policies as of each balance sheet date. The Company uses a frequency ‑severity approach to estimate its unreported product and tissue processing liability claims, whereby projected losses are calculated by multiplying the estimated number of claims by the estimated average cost per claim. The estimated claims are determined based on the reported claim development method and the Bornhuetter ‑Ferguson method using a blend of the Company's historical claim experience and industry data. The estimated cost per claim is calculated using a lognormal claims model blending the Company's historical average cost per claim with industry claims data. The Company uses a number of assumptions in order to estimate the unreported loss liability including: the future claim reporting time lag, the frequency of reported claims, the average cost per claim, and the maximum liability per claim. The Company believes that the assumptions it uses provide a reasonable basis for its calculation. However, the accuracy of the estimates is limited by various factors, including, but not limited to, Company specific conditions, uncertainties surrounding the assumptions used, and the scarcity of industry data directly relevant to the Company's business activities. Due to these factors, actual results may differ significantly from the Company’s assumptions and from the amounts accrued. The Company accrues its estimate of unreported product and tissue processing liability claims as a component of other long ‑term liabilities and records the related recoverable insurance amounts as a component of other long ‑term assets. The amounts recorded represent management's estimate of the probable losses and anticipated recoveries for unreported claims related to products sold and services performed prior to the balance sheet date. |
Legal Contingencies | Legal Contingencies The Company accrues losses from a legal contingency when the loss is both probable and reasonably estimable. The accuracy of the Company’s estimates of losses for legal contingencies is limited by uncertainties surrounding litigation. Therefore, actual results may differ significantly from the amounts accrued, if any. The Company accrues for legal contingencies as a component of accrued expenses and/or other long ‑term liabilities. Gains from legal contingencies are recorded when the contingency is resolved. |
Legal Fees | Legal Fees The Company expenses the costs of legal services, including legal services related to product and tissue processing liability claims and legal contingencies, as they are incurred. Reimbursement of legal fees by an insurance company or other third-party is recorded as a reduction to legal expense. |
Uncertain Tax Positions | Uncertain Tax Positions The Company periodically assesses its uncertain tax positions and recognizes tax benefits if they are “more-likely-than-not” to be upheld upon review by the appropriate taxing authority. The Company measures the tax benefit by determining the maximum amount that has a “greater than 50 percent likelihood” of ultimately being realized. The Company reverses previously accrued liabilities for uncertain tax positions when audits are concluded, statutes expire, administrative practices dictate that a liability is no longer warranted, or in other circumstances as deemed necessary. These assessments can be complex and the Company often obtains assistance from external advisors to make these assessments. The Company recognizes interest and penalties related to uncertain tax positions in other (income) expense, net on its Consolidated Statements of Operations and Comprehensive Income. See Note 11 for further discussion of the Company’s liabilities for uncertain tax positions. |
Deferred Income Taxes | Deferred Income Taxes Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and tax return purposes. The Company periodically assesses the recoverability of its deferred tax assets, as necessary, when the Company experiences changes that could materially affect its determination of the recoverability of its deferred tax assets. Management provides a valuation allowance against its deferred tax assets when, as a result of this analysis, management believes it is more likely than not that some portion or all of its deferred tax assets will not be realized. Assessing the recoverability of deferred tax assets involves judgment and complexity. Estimates and judgments used in the determination of the need for a valuation allowance and in calculating the amount of a needed valuation allowance include, but are not limited to, the following: · Projected future operating results; · Anticipated future state tax apportionment; · Timing and amounts of anticipated future taxable income; · Timing of the anticipated reversal of book/tax temporary differences; · Evaluation of statutory limits regarding usage of certain tax assets; and · Evaluation of the statutory periods over which certain tax assets can be utilized. Significant changes in the factors above, or other factors, could affect the Company’s ability to use its deferred tax assets. Such changes could have a material, adverse impact on the Company’s profitability, financial position, and cash flows. The Company will continue to assess the recoverability of its deferred tax assets, as necessary, when the Company experiences changes that could materially affect its prior determination of the recoverability of its deferred tax assets. The Company believes that the realizability of its acquired net operating loss carryforwards will be limited in future periods due to a change in control of its former subsidiaries Hemosphere and Cardiogenesis, as mandated by Section 382 of the Internal Revenue Code of 1986, as amended. The Company believes that its acquisitions of these companies each constituted a change in control, and that prior to the Company’s acquisition, Hemosphere had experienced other equity ownership changes that should be considered a change in control. The deferred tax assets recorded on the Company’s Consolidated Balance Sheets excludes amounts that it expects will not be realizable due to these changes in control. A portion of the acquired net operating loss carryforwards is related to state income taxes for which management believes it is more likely than not that these deferred tax assets will not be realized. Therefore, the Company recorded a valuation allowance against these state net operating loss carryforwards. |
Valuation Of Acquired Assets Or Businesses | Valuation of Acquired Assets or Businesses As part of its corporate strategy, the Company is seeking to identify and capitalize upon acquisition opportunities of complementary product lines and companies. The Company evaluates and accounts for acquired patents, licenses, distribution rights, and other tangible or intangible assets as the purchase of an asset or asset group or as a business combination, as appropriate. The determination of whether the purchase of a group of assets should be accounted for as an asset group or as a business combination requires significant judgment based on the weight of available evidence. For the purchase of an asset group, the Company allocates the cost of the asset group, including transaction costs, to the individual assets purchased based on their relative estimated fair values. In-process research and development acquired as part of an asset group is expensed upon acquisition. The Company accounts for business combinations using the acquisition method. Under this method, the allocation of the purchase price is based on the fair value of the tangible and identifiable intangible assets acquired and the liabilities assumed as of the date of the acquisition. The excess of the purchase price over the estimated fair value of the tangible net assets and identifiable intangible assets is recorded as goodwill. Transaction costs related to business combinations are expensed as incurred. In-process research and development acquired as part of a business combination is accounted for as an indefinite-lived intangible asset until the related research and development project gains regulatory approval or is discontinued. The Company typically engages external advisors to assist it in determining the fair value of acquired asset groups or business combinations, using valuation methodologies such as: the excess earnings, the discounted cash flow, or the relief from royalty methods. The determination of fair value in accordance with the fair value measurement framework requires significant judgments and estimates, including, but not limited to: timing of product life cycles, estimates of future revenues, estimates of profitability for new or acquired products, cost estimates for new or changed manufacturing processes, estimates of the cost or timing of obtaining regulatory approvals, estimates of the success of competitive products, and discount rates. Management, in consultation with its advisor(s), makes these estimates based on its prior experiences and industry knowledge. Management believes that its estimates are reasonable, but actual results could differ significantly from the Company’s estimates. A significant change in management’s estimates used to value acquired asset groups or business combinations could result in future write-downs of tangible or intangible assets acquired by the Company and, therefore, could materially impact the Company’s financial position and profitability. If the value of the liabilities assumed by the Company, including contingent liabilities, is determined to be significantly different from the amounts previously recorded in purchase accounting, the Company may need to record additional expenses or write-downs in future periods, which could materially impact the Company’s financial position and profitability. |
Derivative Instruments | Derivative Instruments The Company determines the fair value of its stand-alone and embedded derivative instruments at issuance and records any resulting asset or liability on the Company’s Consolidated Balance Sheets. Changes in the fair value of the derivative instruments are recognized in other (income) expense on the Company’s Consolidated Statements of Operations and Comprehensive Income. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014 the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes the most current revenue recognition guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On July 9, 2015, the FASB approved the deferral of the effective date of ASU 2014-09 by one year. The new standard is effective for annual and interim reporting periods beginning after December 15, 2017, and early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures, but does not expect the adoption of ASU 2014-09 to have a material impact on its financial position, results of operations, or cash flows. In July 2015 FASB issued ASU No. 2015-11, Inventory – Simplifying the Measurement of Inventory, which requires that inventory be measured at the lower of cost and net realizable value. Prior to the issuance of the new guidance, inventory was measured at the lower of cost or market. Replacing the concept of market with the single measurement of net realizable value is intended to create efficiencies for preparers. Inventory measured using the last-in, first-out (LIFO) method and the retail inventory method are not impacted by the new guidance. The ASU becomes effective for fiscal years beginning after December 15, 2016, including interim periods with those fiscal years and early application is permitted. The Company is evaluating the effect that ASU 2015-11 will have on its consolidated financial statements and related disclosures, but does not expect the adoption of ASU 2015-11 to have a material impact on its financial position, results of operations, or cash flows. In November 2015 the FASB issued ASU 2015-17, Income Taxes (Topic 740) Related to the Balance Sheet Classification of Deferred Taxes, which requires entities to present deferred tax assets (“DTA”s) and deferred tax liabilities (“DTL”s) as noncurrent in a classified balance sheet. The ASU simplifies the current guidance (ASC 740-10-45-4), which requires entities to separately present DTAs and DTLs as current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for annual reporting periods beginning on or after December 15, 2016 and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Company elected to early adopt ASU 2015-17 prospectively as of December 31, 2015. Accordingly, deferred tax assets in the amount of $5.3 million, which would have been classified as a current asset, have been classified as a non-current asset on the Company’s Consolidated Balance Sheet as of December 31, 2015. |
Summary Of Significant Accoun30
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary Of Significant Accounting Policies [Abstract] | |
Schedule Of Supplemental Disclosures Of Cash Flow Information | 2015 2014 2013 Cash paid during the year for: Interest $ 1 $ 34 $ 3 Income taxes 145 3,450 5,693 |
Schedule Of Depreciation Expense | 2015 2014 2013 Depreciation expense $ 3,728 $ 4,001 $ 3,837 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Financial Instruments [Abstract] | |
Summary Of Financial Instruments Measured At Fair Value | December 31, 2015 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 549 $ -- $ -- $ 549 Restricted securities: Money market funds 830 -- -- 830 Total assets $ 1,379 $ -- $ -- $ 1,379 December 31, 2014 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 18,213 $ -- $ -- $ 18,213 Restricted securities: Money market funds 884 -- -- 884 Total assets $ 19,097 $ -- $ -- $ 19,097 |
Cash Equivalents And Restrict32
Cash Equivalents And Restricted Cash And Securities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Cash Equivalents And Restricted Cash And Securities [Abstract] | |
Summary Of Cash Equivalents And Marketable Securities | Unrealized Estimated Holding Market December 31, 2015 Cost Basis Gains (Losses) Value Cash equivalents: Money market funds $ 549 $ -- $ 549 Restricted cash and securities: Cash 5,000 -- 5,000 Money market funds 830 -- 830 Unrealized Estimated Holding Market December 31, 2014 Cost Basis Gains (Losses) Value Cash equivalents: Money market funds $ 18,213 $ -- $ 18,213 Restricted cash and securities: Cash 5,000 -- 5,000 Money market funds 884 -- 884 |
Inventories And Deferred Pres33
Inventories And Deferred Preservation Costs (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventories And Deferred Preservation Costs [Abstract] | |
Schedule Of Inventories | 2015 2014 Raw materials and supplies $ 8,590 $ 7,942 Work-in-process 633 1,006 Finished goods 5,420 3,791 Total inventories $ 14,643 $ 12,739 |
Schedule Of Deferred Preservation Costs | 2015 2014 Cardiac tissues $ 11,722 $ 10,875 Vascular tissues 13,019 14,321 Total deferred preservation costs $ 24,741 $ 25,196 |
Goodwill And Other Intangible34
Goodwill And Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Other Intangible Assets [Abstract] | |
Schedule Of Carrying Values Of Indefinite Lived Intangible Assets | 2015 2014 Goodwill $ 11,365 $ 11,365 Procurement contracts and agreements 2,013 2,013 Trademarks 860 853 |
Schedule Of Gross Carrying Values, Accumulated Amortization, And Approximate Amortization Periods Of Definite Lived Intangible Assets | Gross Carrying Accumulated Amortization December 31, 2015 Value Amortization Period Acquired technology $ 14,020 4,954 11 – 16 Years Patents 4,081 2,664 17 Years Distribution and manufacturing rights and know-how 4,059 1,245 11 – 15 Years Customer lists and relationships 3,370 1,054 13 – 17 Years Non-compete agreement 381 343 10 Years Other 1,583 210 3 – 5 Years Gross Carrying Accumulated Amortization December 31, 2014 Value Amortization Period Acquired technology $ 14,020 $ 3,815 11 – 16 Years Patents 4,281 2,497 17 Years Distribution and manufacturing rights and know-how 4,559 989 11 – 15 Years Customer lists and relationships 3,370 813 13 – 17 Years Non-compete agreement 381 305 10 Years Other 461 239 1 – 5 Years |
Summary Of Amortization Expense | 2015 2014 2013 Amortization expense $ 2,135 $ 2,027 $ 2,006 |
Scheduled Amortization Of Intangible Assets For Next Five Years | 2016 2017 2018 2019 2020 Total Amortization expense $ 2,456 $ 2,403 $ 2,280 $ 1,894 $ 1,722 $ 10,755 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Schedule Of Income Before Income Tax | 2015 2014 2013 Domestic $ 5,701 $ 8,350 $ 23,004 Foreign 167 353 288 Income before income taxes $ 5,868 $ 8,703 $ 23,292 |
Schedule Of Components Of Income Tax Expense | 2015 2014 2013 Current: Federal $ 231 $ 898 $ 6,304 State 142 211 396 Foreign 160 99 96 533 1,208 6,796 Deferred: Federal 1,011 127 1,142 State 319 46 (818) 1,330 173 324 Income tax expense $ 1,863 $ 1,381 $ 7,120 |
Schedule Of Effective Income Tax Rate Reconciliation | 2015 2014 2013 Tax expense at statutory rate $ 1,995 $ 2,959 $ 8,152 Increase (reduction) in income taxes resulting from: State income taxes, net of federal benefit 499 220 183 Non-deductible entertainment expenses 184 218 207 Equity compensation 144 63 (29) Provision to return adjustments 122 (321) (344) Foreign income taxes 118 69 96 Other 57 (98) 165 Non-deductible change in stock basis of subsidiary -- (641) -- Net change in uncertain tax positions (869) (781) 104 Research and development credit (281) (237) (252) Domestic production activities deduction (87) (153) (402) State valuation allowance adjustment (19) 83 (760) Total Income tax expense $ 1,863 $ 1,381 $ 7,120 |
Schedule Of Deferred Tax Assets And Liabilities | 2015 2014 Deferred tax assets: Allowance for bad debts $ 142 $ 853 Inventory and deferred preservation costs write-downs 536 873 Investment in equity securities 58 1,913 Property 2,987 2,934 Intangible assets 591 400 Accrued expenses 3,276 3,864 Loss carryforwards 12,262 14,141 Credit carryforwards 616 635 Stock compensation 2,546 2,367 Transaction Costs 1,048 -- Other 1,448 1,402 Less valuation allowance (2,109) (2,145) Total deferred tax assets 23,401 27,237 Deferred tax liabilities: Prepaid items (471) (420) Intangible assets (4,401) (4,652) Other (341) (296) Total deferred tax liabilities (5,213) (5,368) Total net deferred tax assets $ 18,188 $ 21,869 |
Schedule Of Uncertain Tax Position Liability And Liability For Interest And Penalties On Uncertain Tax Positions | 2015 2014 2013 Beginning balance $ 1,437 $ 2,100 $ 2,004 Increases related to current year tax positions 103 92 281 Increases related to prior year tax positions 403 -- -- Decreases related to prior year tax positions (70) (265) (185) Decreases due to the lapsing of statutes of limitations (904) (490) -- Ending balance $ 969 $ 1,437 $ 2,100 A reconciliation of the beginning and ending balances of the Company’s liability for interest and penalties on uncertain tax positions is as follows (in thousands): 2015 2014 2013 Beginning balance $ 366 $ 422 $ 489 Accrual of interest and penalties 50 91 66 Decreases related to prior year tax positions (206) (147) (133) Ending balance $ 210 $ 366 $ 422 |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies [Abstract] | |
Schedule Of Future Minimum Operating Lease Payments | Operating Leases 2016 $ 3,167 2017 3,536 2018 3,524 2019 3,462 2020 3,534 Thereafter 6,974 Total minimum lease payments $ 24,197 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stock Compensation [Abstract] | |
Schedule Of Shares Available For Grant | Authorized Available for Grant Plan Shares 2015 2014 1996 Discounted Employee Stock Purchase Plan, as amended 1,900,000 560,000 638,000 2009 Employee Stock Incentive Plan 7,100,000 3,361,000 3,929,000 Total 9,000,000 3,921,000 4,567,000 |
Schedule Of Stock Grant Activity For RSAs | Weighted Average Grant Date RSAs Shares Fair Value Unvested at December 31, 2012 639,000 $ 5.48 Granted 232,000 6.10 Vested (215,000) 5.80 Forfeited (34,000) 5.31 Unvested at December 31, 2013 622,000 5.62 Granted 232,000 9.97 Vested (324,000) 5.55 Forfeited (35,000) 7.22 Unvested at December 31, 2014 495,000 7.65 Granted 207,000 10.33 Vested (278,000) 8.10 Forfeited (110,000) 8.49 Unvested at December 31, 2015 314,000 9.31 |
Schedule Of Stock Grant Activity For PSAs | Weighted Average Grant Date PSAs Shares Fair Value Unvested at December 31, 2014 250,000 $ 10.18 Granted -- -- Vested -- -- Forfeited -- -- Unvested at December 31, 2015 250,000 10.18 |
Schedule Of Stock Grant Activity For RSUs | Weighted Average Remaining Aggregate Contractual Intrinsic RSUs Shares Term in years Value Outstanding at December 31, 2012 120,000 1.54 $ 747,000 Granted 73,000 Vested (54,000) Forfeited (10,000) Outstanding at December 31, 2013 129,000 1.56 1,425,000 Granted 5,000 Vested (52,000) Forfeited (21,000) Outstanding at December 31, 2014 61,000 1.21 687,000 Granted 88,000 Vested (36,000) Forfeited (10,000) Outstanding at December 31, 2015 103,000 1.17 1,110,000 Vested and expected to vest 95,000 1.17 $ 1,029,000 |
Schedule Of Stock Grant Activity For PSUs | Weighted Average Remaining Aggregate Contractual Intrinsic PSUs Shares Term in years Value Outstanding at December 31, 2013 236,000 0.81 $ 2,612,000 Granted 185,000 Vested (143,000) Forfeited (21,000) Outstanding at December 31, 2014 257,000 0.73 2,907,000 Granted 125,000 Vested (139,000) Forfeited (108,000) Outstanding at December 31, 2015 135,000 0.74 1,455,000 Vested and expected to vest 128,000 0.70 $ 1,381,000 |
Summary Of Stock Option Activity | Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Shares Exercise Price Term in years Value Outstanding at December 31, 2012 2,060,000 $ 6.74 3.66 $ 1,225,000 Granted 162,000 6.12 Exercised (365,000) 7.48 Forfeited (49,000) 5.56 Expired (14,000) 6.69 Outstanding at December 31, 2013 1,794,000 6.57 3.31 8,274,000 Granted 562,000 10.12 Exercised (297,000) 7.26 Forfeited (23,000) 7.97 Expired (15,000) 7.34 Outstanding at December 31, 2014 2,021,000 7.43 3.54 8,021,000 Granted 328,000 10.83 Exercised (248,000) 7.42 Forfeited (112,000) 9.93 Expired (93,000) 12.08 Outstanding at December 31, 2015 1,896,000 7.65 3.31 5,992,000 Vested and expected to vest 1,859,000 7.59 3.26 5,977,000 Exercisable at December 31, 2015 1,301,000 6.44 2.16 5,649,000 |
Summary Of Other Information Concerning Stock Options | 2015 2014 2013 Weighted-average fair value of options granted $ 3.82 $ 4.14 $ 2.54 Intrinsic value of options exercised 761,000 918,000 673,000 |
Schedule Of Weighted-Average Assumptions Used To Determine The Fair Value Of Options | 2015 2014 2013 Stock ESPP Stock ESPP Stock ESPP Options Options Options Options Options Options Expected life of options 4.5 Years 0.5 Years 4.2 Years 0.5 Years 4.3 Years 0.5 Years Expected stock price volatility 0.44 0.32 0.55 0.36 0.60 0.39 Dividend yield 1.12% 1.06% 1.16% 1.12% 1.91% 1.59% Risk-free interest rate 1.41% 0.12% 1.34% 0.08% 0.70% 0.13% |
Summary Of Stock Compensation Expenses | 2015 2014 2013 RSA, PSA, RSU, and PSU expense $ 3,955 $ 2,855 $ 2,616 Stock option and ESPP option expense 1,371 842 852 Total stock compensation expense $ 5,326 $ 3,697 $ 3,468 |
Income Per Common Share (Tables
Income Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Per Common Share [Abstract] | |
Computation Of Basic And Diluted Income Per Common Share | Basic income per common share 2015 2014 2013 Net income $ 4,005 $ 7,322 $ 16,172 Net income allocated to participating securities (87) (161) (367) Net income allocated to common shareholders $ 3,918 $ 7,161 $ 15,805 Basic weighted-average common shares outstanding 27,744 27,379 26,885 Basic income per common share $ 0.14 $ 0.26 $ 0.59 Diluted income per common share 2015 2014 2013 Net income $ 4,005 $ 7,322 $ 16,172 Net income allocated to participating securities (87) (158) (359) Net income allocated to common shareholders $ 3,918 $ 7,164 $ 15,813 Basic weighted-average common shares outstanding 27,744 27,379 26,885 Effect of dilutive options and awards a 798 934 813 Diluted weighted-average common shares outstanding 28,542 28,313 27,698 Diluted income per common share $ 0.14 $ 0.25 $ 0.57 a The Company 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 income per common share. Accordingly, stock options to purchase 710,000 , 335,000 , and 656,000 shares for the years ended December 31, 2015 , 2014 , and 2013 , respectively, were excluded from the calculation of diluted weighted-average common shares outstanding. |
Segment And Geographic Inform39
Segment And Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment And Geographic Information [Abstract] | |
Revenues, Cost Of Services And Products, And Gross Margins For Operating Segments | 2015 2014 2013 Revenues: Medical devices $ 83,081 $ 81,883 $ 76,194 Preservation services 62,817 62,758 64,498 Other a -- -- 71 Total revenues 145,898 144,641 140,763 Cost of products and preservation services: Medical devices 18,663 17,167 15,147 Preservation services 36,516 36,183 35,230 Total cost of products and preservation services 55,179 53,350 50,377 Gross margin: Medical devices 64,418 64,716 61,047 Preservation services 26,301 26,575 29,268 Other a -- -- 71 Total gross margin $ 90,719 $ 91,291 $ 90,386 |
Summary Of Net Revenues By Product And Service | 2015 2014 2013 Products: BioGlue and BioFoam $ 59,332 $ 62,091 $ 58,004 PerClot 4,083 4,289 3,494 CardioGenesis cardiac laser therapy 9,419 8,225 8,965 HeRO Graft 7,546 7,131 5,731 ProCol 1,305 147 -- PhotoFix 1,396 -- -- Total products 83,081 81,883 76,194 Preservation services: Cardiac tissue 28,059 29,437 29,523 Vascular tissue 34,758 33,321 34,975 Total preservation services 62,817 62,758 64,498 Other a -- -- 71 Total revenues $ 145,898 $ 144,641 $ 140,763 a For the year ended December 31, 2013 the “Other” designation included grant revenue. |
Schedule Of Net Revenues By Geographic Location | 2015 2014 2013 U.S. $ 114,978 $ 110,533 $ 109,325 International 30,920 34,108 31,438 Total revenues $ 145,898 $ 144,641 $ 140,763 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Schedule Of Preliminary Purchase Price Allocation | Opening Balance Sheet Cash and cash equivalents $ 2,472 Receivables 6,503 Inventories 13,284 Intangible assets and goodwill 96,937 Other assets 13,426 Liabilities assumed (4,557) Total purchase price $ 128,065 |
Summary Of Unaudited Pro Forma Results Of Operations | 2015 2014 Total revenues $ 179,266 $ 177,722 Net income 6,458 3,730 |
Selected Quarterly Financial 41
Selected Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Selected Quarterly Financial Information [Abstract] | |
Schedule Of Quarterly Financial Information | First Second Third Fourth Quarter Quarter Quarter Quarter REVENUE: 2015 $ 33,831 $ 35,526 $ 36,703 $ 39,838 2014 35,731 34,690 37,069 37,151 2013 35,536 33,520 36,250 35,457 GROSS MARGIN: 2015 $ 19,667 $ 21,554 $ 22,982 $ 26,516 2014 22,473 22,384 23,799 22,635 2013 23,276 21,479 23,349 22,282 NET (LOSS) INCOME: 2015 $ (274) $ (502) $ 2,145 $ 2,636 2014 1,059 2,161 2,326 1,776 2013 2,192 1,785 3,169 9,026 * (LOSS) INCOME PER COMMON SHARE—DILUTED: 2015 $ (0.01) $ (0.02) $ 0.07 $ 0.09 2014 0.04 0.08 0.08 0.06 2013 0.08 0.06 0.11 0.31 * * The fourth quarter 2013 net income and income per common share-diluted includes the favorable effect of a $12.7 million pre-tax gain on the sale of an investment in the common stock of Medafor, Inc. as a result of C.R. Bard, Inc.’s acquisition of the outstanding common shares of Medafor, Inc. and the unfavorable effect of a $3.2 million other than temporary investment impairment as a result of the impairment and write-down of the Company’s investment in ValveXchange preferred stock. |
Summary Of Significant Accoun42
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Advertising expense | $ 521,000 | $ 821,000 | $ 880,000,000 | ||||
ESPP, percentage of market price for eligible employees | 85.00% | ||||||
Quarterly cash dividend per share of common stock outstanding approved | $ 0.03 | $ 0.025 | $ 0.0275 | $ 0.025 | $ 0.120 | $ 0.118 | $ 0.108 |
Allowance for doubtful accounts | $ 232,000 | $ 317,000 | |||||
Allowance for notes receivable | 0 | 0 | |||||
Write-down to inventory | 858,000 | 140,000 | $ 1,200,000 | ||||
Write-downs to deferred preservation costs | 483,000 | $ 540,000 | 448,000 | ||||
Deferred Tax Assets, Net, Noncurrent | $ 5,300,000 | ||||||
Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Estimated useful lives | 3 years | ||||||
Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Estimated useful lives | 10 years | ||||||
Stock Options, RSAs, RSUs, And PSUs [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Stock Options, RSAs, RSUs, And PSUs [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Stock Options [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Period within grant date stock options granted typically expire | 7 years | ||||||
PerClot [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Write-down to inventory | $ 764,000 | ||||||
BioGlue Accessory Product [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Write-down to inventory | 684,000 | ||||||
Obsolete Revascularization Technologies Handpieces [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Write-down to inventory | $ 483,000 |
Summary Of Significant Accoun43
Summary Of Significant Accounting Policies (Schedule Of Supplemental Disclosures Of Cash Flow Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash paid during the year for: | |||
Interest | $ 1 | $ 34 | $ 3 |
Income taxes | $ 145 | $ 3,450 | $ 5,693 |
Summary Of Significant Accoun44
Summary Of Significant Accounting Policies (Schedule Of Depreciation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary Of Significant Accounting Policies [Abstract] | |||
Depreciation expense | $ 3,728 | $ 4,001 | $ 3,837 |
Financial Instruments (Summary
Financial Instruments (Summary Of Financial Instruments Measured At Fair Value) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 1,379 | $ 19,097 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 549 | 18,213 |
Restricted securities | 830 | 884 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 1,379 | 19,097 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 549 | 18,213 |
Restricted securities | $ 830 | $ 884 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | ||
Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | ||
Restricted securities | ||
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | ||
Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | ||
Restricted securities |
Cash Equivalents And Restrict46
Cash Equivalents And Restricted Cash And Securities (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Long-term restricted cash and securities | $ 5,000,000 | $ 5,000,000 | |
Gains or losses realized on cash equivalents | 0 | 0 | $ 0 |
No Maturity Date [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Long-term restricted cash and securities | 5,000,000 | 5,000,000 | |
Maturity Date Within Three Months [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | $ 595,000 | $ 622,000 | |
Restricted securities, period for maturity date | 3 months | 3 months | |
Maturity Date Between Three Months And One Year [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | $ 235,000 | $ 262,000 | |
Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Short-term restricted securities | 830,000 | 884,000 | |
GE Credit Agreement [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Long-term restricted cash and securities | $ 5,000,000 | $ 5,000,000 | |
Minimum [Member] | Maturity Date Between Three Months And One Year [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities, period for maturity date | 3 months | 3 months | |
Maximum [Member] | Maturity Date Between Three Months And One Year [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities, period for maturity date | 1 year | 1 year |
Cash Equivalents And Restrict47
Cash Equivalents And Restricted Cash And Securities (Summary Of Cash Equivalents And Marketable Securities) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Cash [Member] | Restricted Cash And Securities [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Cost Basis | $ 5,000 | $ 5,000 |
Unrealized Holding Gains (Losses) | ||
Estimated Market Value | $ 5,000 | $ 5,000 |
Money Market Funds [Member] | Cash Equivalents [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Cost Basis | $ 549 | $ 18,213 |
Unrealized Holding Gains (Losses) | ||
Estimated Market Value | $ 549 | $ 18,213 |
Money Market Funds [Member] | Restricted Cash And Securities [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Cost Basis | $ 830 | $ 884 |
Unrealized Holding Gains (Losses) | ||
Estimated Market Value | $ 830 | $ 884 |
Distribution Agreements (Detail
Distribution Agreements (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)contract | Jan. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Hancock Jaffe Laboratories, Inc. [Member] | |||
Initial term of contract for distribution rights | 3 years | ||
Number of contract renewals | contract | 2 | ||
Term of contract renewals | 1 year | ||
Amount of payment | $ 3,300,000 | $ 576,000 | $ 1,700,000 |
Additional payments to affiliates | 1,100,000 | ||
Inventory | 1,300,000 | ||
Remaining pre-payments on inventory not yet received | $ 2,000,000 | ||
GBI Agreement [Member] | |||
Initial term of contract for distribution rights | 5 years | ||
Number of contract renewals | contract | 2 | ||
Term of contract renewals | 1 year |
Direct Sales in France (Details
Direct Sales in France (Details) - 12 months ended Dec. 31, 2015 $ in Thousands, € in Millions | EUR (€) | USD ($) |
Direct Sales in France [Abstract] | ||
Acquisition of French distribution business | € 1.2 | $ 1,349 |
Hemosphere Acquisition (Narrati
Hemosphere Acquisition (Narrative) (Details) - USD ($) | May. 16, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ||||
Fair value of contingent consideration | $ 1,800,000 | $ 0 | ||
Gain (loss) on revaluation of contingent consideration | $ 0 | 1,900,000 | $ 28,000 | |
Contingent consideration liability | 0 | $ 0 | ||
Business combination, integration costs | $ 2,800,000 | |||
Hemosphere [Member] | ||||
Business Acquisition [Line Items] | ||||
Total purchase price | 22,000,000 | |||
Cash acquired from acquisition | 3,200,000 | |||
Maximum amount of future consideration payment | $ 4,500,000 |
ValveXchange (Details)
ValveXchange (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jul. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Cost-method Investments [Line Items] | |||||
Preferred stock, written down investment | $ 3,229,000 | ||||
Other non-operating expense recorded to write-down long-term note receivable from ValveXchange | $ 2,000,000 | ||||
ValveXchange, Inc. [Member] | |||||
Schedule of Cost-method Investments [Line Items] | |||||
Loans receivable, revolving credit line, expiration date | Jul. 30, 2018 | ||||
Loans receivable, revolving credit line, interest rate | 8.00% | ||||
Amount of note receivable | $ 2,000,000 | ||||
Notes, Loans and Financing Receivable, Net, Noncurrent | 0 | $ 0 | |||
ValveXchange, Inc. [Member] | Revolving Credit Facility [Member] | |||||
Schedule of Cost-method Investments [Line Items] | |||||
Loans receivable, revolving credit line, maximum capacity | $ 2,000,000 | ||||
Series A Junior Participating Preferred Stock [Member] | ValveXchange, Inc. [Member] | |||||
Schedule of Cost-method Investments [Line Items] | |||||
Preferred stock purchased, value | $ 3,500,000 | ||||
Preferred stock carrying value | $ 0 | $ 0 |
Medafor Matters (Details)
Medafor Matters (Details) - USD ($) shares in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Apr. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Subsidiary or Equity Method Investee [Line Items] | |||||||
Additional payment received from C.R. Bard for acquisition of outstanding shares | $ 891,000 | $ 530,000 | $ 15,421,000 | ||||
Gain on sale of outstanding shares of common stock | $ 891,000 | $ 530,000 | $ 12,742,000 | ||||
Medafor Inc. [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Additional payment received from C.R. Bard for acquisition of outstanding shares | $ 15,400,000 | ||||||
Shares of Medafor common stock acquired by C.R. Bard | 2.4 | ||||||
C.R. Bard, Inc. [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Additional payment received from C.R. Bard for acquisition of outstanding shares | $ 891,000 | $ 530,000 | |||||
Gain on sale of outstanding shares of common stock | $ 891,000 | $ 530,000 | $ 12,700,000 |
Inventories And Deferred Pres53
Inventories And Deferred Preservation Costs (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventories And Deferred Preservation Costs [Abstract] | ||
Raw materials and supplies | $ 8,590 | $ 7,942 |
Work-in-process | 633 | 1,006 |
Finished goods | 5,420 | 3,791 |
Total inventories | $ 14,643 | $ 12,739 |
Inventories And Deferred Pres54
Inventories And Deferred Preservation Costs (Schedule Of Deferred Preservation Costs) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Total deferred preservation costs | $ 24,741 | $ 25,196 |
Cardiac Tissues [Member] | ||
Inventory [Line Items] | ||
Total deferred preservation costs | 11,722 | 10,875 |
Vascular Tissues [Member] | ||
Inventory [Line Items] | ||
Total deferred preservation costs | $ 13,019 | $ 14,321 |
Goodwill And Other Intangible55
Goodwill And Other Intangible Assets (Schedule Of Carrying Values Of Indefinite Lived Intangible Assets)(Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill | $ 11,365 | $ 11,365 |
Procurement Contracts And Agreements [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite lived intangible assets | 2,013 | 2,013 |
Trademarks [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite lived intangible assets | $ 860 | $ 853 |
Goodwill And Other Intangible56
Goodwill And Other Intangible Assets (Schedule Of Gross Carrying Values, Accumulated Amortization, And Approximate Amortization Periods Of Definite Lived Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Acquired Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 14,020 | $ 14,020 |
Accumulated amortization | 4,954 | 3,815 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 4,081 | 4,281 |
Accumulated amortization | $ 2,664 | $ 2,497 |
Amortization Period | 17 years | 17 years |
Distribution And Manufacturing Rights And Know-How [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 4,059 | $ 4,559 |
Accumulated amortization | 1,245 | 989 |
Customer Lists And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 3,370 | 3,370 |
Accumulated amortization | 1,054 | 813 |
Non-Compete Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 381 | 381 |
Accumulated amortization | $ 343 | $ 305 |
Amortization Period | 10 years | 10 years |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 1,583 | $ 461 |
Accumulated amortization | $ 210 | $ 239 |
Minimum [Member] | Acquired Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 11 years | 11 years |
Minimum [Member] | Distribution And Manufacturing Rights And Know-How [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 11 years | 11 years |
Minimum [Member] | Customer Lists And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 13 years | 13 years |
Minimum [Member] | Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 3 years | 1 year |
Maximum [Member] | Acquired Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 16 years | 16 years |
Maximum [Member] | Distribution And Manufacturing Rights And Know-How [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 15 years | 15 years |
Maximum [Member] | Customer Lists And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 17 years | 17 years |
Maximum [Member] | Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years | 5 years |
Goodwill And Other Intangible57
Goodwill And Other Intangible Assets (Summary Of Amortization Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill And Other Intangible Assets [Abstract] | |||
Amortization expense | $ 2,135 | $ 2,027 | $ 2,006 |
Goodwill And Other Intangible58
Goodwill And Other Intangible Assets (Scheduled Amortization Of Intangible Assets For Next Five Years) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Goodwill And Other Intangible Assets [Abstract] | |
Amortization expense, 2016 | $ 2,456 |
Amortization expense, 2017 | 2,403 |
Amortization expense, 2018 | 2,280 |
Amortization expense, 2019 | 1,894 |
Amortization expense, 2020 | 1,722 |
Amortization expense, Total | $ 10,755 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | |
Tax Credit Carryforward [Line Items] | ||||
Effective income tax rate | 32.00% | 16.00% | 31.00% | |
Reversal in uncertain tax positions | $ 869,000 | |||
Unrecognized tax benefits, reduction resulting from lapse of applicable statute of limitations | 904,000 | $ 490,000 | ||
Federal statutory income tax rate | 35.00% | 34.00% | ||
Valuation allowances against deferred tax assets | 2,109,000 | 2,145,000 | $ 2,109,000 | |
Net deferred tax asset | 18,188,000 | 21,869,000 | 18,188,000 | |
Federal net operating loss carryforwards related to the acquisitions of Cardiogenesis and Hemosphere | 9,500,000 | 9,500,000 | ||
State net operating loss carryforwards | 2,700,000 | 2,700,000 | ||
Research and development tax credit carryforwards | 445,000 | 445,000 | ||
Total uncertain tax liability including interest and penalties | 1,200,000 | 1,800,000 | 1,200,000 | |
Uncertain tax liability recorded as reduction to deferred tax assets | 104,000 | 108,000 | 104,000 | |
Uncertain tax liability recorded to non-current liability | 1,100,000 | $ 1,700,000 | 1,100,000 | |
Approximate amount of uncertain tax liability to be recognized in 2016 | 227,000 | 227,000 | ||
Texas Tax Credit [Member] | ||||
Tax Credit Carryforward [Line Items] | ||||
Other tax credit | $ 154,000 | $ 154,000 |
Income Taxes (Schedule Of Incom
Income Taxes (Schedule Of Income Before Income Tax) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Abstract] | |||
Domestic | $ 5,701 | $ 8,350 | $ 23,004 |
Foreign | 167 | 353 | 288 |
Income before income taxes | $ 5,868 | $ 8,703 | $ 23,292 |
Income Taxes (Schedule Of Compo
Income Taxes (Schedule Of Components Of Income Tax Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Abstract] | |||
Current: Federal | $ 231 | $ 898 | $ 6,304 |
Current: State | 142 | 211 | 396 |
Current: Foreign | 160 | 99 | 96 |
Current: Income tax expense | 533 | 1,208 | 6,796 |
Deferred: Federal | 1,011 | 127 | 1,142 |
Deferred: State | 319 | 46 | (818) |
Deferred: Income tax expense | 1,330 | 173 | 324 |
Income tax expense | $ 1,863 | $ 1,381 | $ 7,120 |
Income Taxes (Schedule Of Effec
Income Taxes (Schedule Of Effective Income Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Abstract] | |||
Tax expense at statutory rate | $ 1,995 | $ 2,959 | $ 8,152 |
State income taxes, net of federal benefit | 499 | 220 | 183 |
Non-deductible entertainment expenses | 184 | 218 | 207 |
Equity compensation | 144 | 63 | (29) |
Provision to return adjustments | 122 | (321) | (344) |
Foreign income taxes | 118 | 69 | 96 |
Other | 57 | (98) | 165 |
Non-deductible change in stock basis of subsidiary | (641) | ||
Net change in uncertain tax positions | (869) | (781) | 104 |
Research and development credit | (281) | (237) | (252) |
Domestic production activities deduction | (87) | (153) | (402) |
State valuation allowance adjustment | (19) | 83 | (760) |
Income tax expense | $ 1,863 | $ 1,381 | $ 7,120 |
Income Taxes (Schedule Of Defer
Income Taxes (Schedule Of Deferred Tax Assets And Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Allowance for bad debts | $ 142 | $ 853 |
Inventory and deferred preservation costs write-downs | 536 | 873 |
Investment in equity securities | 58 | 1,913 |
Property | 2,987 | 2,934 |
Intangible assets | 591 | 400 |
Accrued expenses | 3,276 | 3,864 |
Loss carryforwards | 12,262 | 14,141 |
Credit carryforwards | 616 | 635 |
Stock compensation | 2,546 | 2,367 |
Transaction Costs | 1,048 | |
Other | 1,448 | 1,402 |
Less valuation allowance | (2,109) | (2,145) |
Total deferred tax assets | 23,401 | 27,237 |
Deferred tax liabilities: | ||
Prepaid items | (471) | (420) |
Intangible assets | (4,401) | (4,652) |
Other | (341) | (296) |
Total deferred tax liabilities | (5,213) | (5,368) |
Total net deferred tax assets | $ 18,188 | $ 21,869 |
Income Taxes (Schedule Of Uncer
Income Taxes (Schedule Of Uncertain Tax Position Liability And Liability For Interest And Penalties On Uncertain Tax Positions) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Abstract] | |||
Beginning balance | $ 1,437 | $ 2,100 | $ 2,004 |
Increases related to current year tax positions | 103 | 92 | 281 |
Increases related to prior year tax positions | 403 | ||
Decreases related to prior year tax positions | (70) | (265) | (185) |
Decreases due to the lapsing of statutes of limitations | (904) | (490) | |
Ending balance | 969 | 1,437 | 2,100 |
Beginning Balance | 366 | 422 | 489 |
Accrual of interest and penalties | 50 | 91 | 66 |
Decreases related to prior year tax positions | (206) | (147) | (133) |
Ending Balance | $ 210 | $ 366 | $ 422 |
Debt (Details)
Debt (Details) - USD ($) | Jan. 20, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Line of Credit Facility [Line Items] | ||||
Revolving credit facility, restriction on cash and cash equivalents | $ 830,000 | $ 884,000 | ||
Interest expense | (62,000) | 175,000 | $ 71,000 | |
GE Credit Agreement [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Revolving credit facility, aggregate amount | $ 20,000,000 | |||
Revolving credit facility, expiration date | Sep. 26, 2019 | |||
Revolving credit facility, aggregate interest rate | 4.75% | |||
Revolving credit facility, outstanding balance | $ 0 | 0 | ||
Revolving credit facility, remaining availability | 20,000,000 | $ 20,000,000 | ||
On-X Life Technologies Holdings, Inc. [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Revolving credit facility, aggregate amount | $ 20,000,000 | |||
On-X Life Technologies Holdings, Inc. [Member] | Term Loan [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Term loan outstanding | $ 75,000,000 | |||
Minimum [Member] | GE Credit Agreement [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Revolving credit facility, restriction on cash and cash equivalents | 5,000,000 | |||
Revolving credit facility, liquidity requirement after effect to stock repurchase | $ 20,000,000 | |||
Amended Debt Agreement [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Commitment fee percentage | 0.50% | |||
Default interest rate | 2.00% | |||
Amended Debt Agreement [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis percentage | 2.75% | |||
Amended Debt Agreement [Member] | Minimum [Member] | Base Rate [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis percentage | 1.75% | |||
Amended Debt Agreement [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis percentage | 3.75% | |||
Amended Debt Agreement [Member] | Maximum [Member] | Base Rate [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis percentage | 2.75% | |||
Senior Credit Facility [Member] | On-X Life Technologies Holdings, Inc. [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Aggregate principal amount | $ 95,000,000 | |||
Letter Of Credit Sub-facility [Member] | On-X Life Technologies Holdings, Inc. [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Revolving credit facility, aggregate amount | 4,000,000 | |||
Swing-line Sub-facility [Member] | On-X Life Technologies Holdings, Inc. [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Revolving credit facility, aggregate amount | $ 3,000,000 | |||
Swing-line Sub-facility [Member] | Minimum [Member] | Base Rate [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis percentage | 1.75% | |||
Swing-line Sub-facility [Member] | Maximum [Member] | Base Rate [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis percentage | 2.75% |
Commitments And Contingencies66
Commitments And Contingencies (Narrative) (Details) - USD ($) | Sep. 02, 2014 | Sep. 28, 2010 | Oct. 31, 2015 | Jan. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Commitments And Contingencies [Line Items] | ||||||||
Deferred rent obligations | $ 1,735,000 | $ 1,649,000 | ||||||
Total rental expense for operating leases | 3,400,000 | 3,000,000 | $ 3,000,000 | |||||
Unreported loss liability | 1,400,000 | 1,400,000 | ||||||
Recoverable insurance amounts | 600,000 | $ 600,000 | ||||||
Liability estimated after a reasonable margin for statistical fluctuations | $ 2,600,000 | |||||||
Granted, Shares | 328,000 | 562,000 | 162,000 | |||||
Severance payment | $ 2,400,000 | |||||||
Incremental expense related to agreement | $ 1,400,000 | |||||||
Chief Executive Officer [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Term of employment, effective September 2, 2014 | 3 years | |||||||
CEO signing bonus | $ 200,000 | |||||||
Granted, Shares | 400,000 | |||||||
Issuance of grants of performance stock awards to CEO | 250,000 | |||||||
Former CEO [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Additional cash payment for Separation Agreement | $ 400,000 | |||||||
Percentage of CEO annual bonus for Separation Agreement | 25.00% | |||||||
Amount of CEO annual bonus for Separation Agreement | $ 100,000 | |||||||
Maximum [Member] | Former CEO [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Reimbursement of attorneys' fees | 20,000 | |||||||
CEO Post Employment Benefits [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Accrued expenses and other current liabilities payable upon the CEO's voluntary retirement | $ 2,200,000 | |||||||
Starch Technology Purchase [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Term of distribution agreement | 15 years | |||||||
Amount paid related to achievement of contingent milestone | $ 500,000 | |||||||
Expected future contingent payment amounts to be initially recorded as research and development expense | $ 1,000,000 |
Commitments And Contingencies67
Commitments And Contingencies (Schedule Of Future Minimum Operating Lease Payments) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments And Contingencies [Abstract] | |
2,016 | $ 3,167 |
2,017 | 3,536 |
2,018 | 3,524 |
2,019 | 3,462 |
2,020 | 3,534 |
Thereafter | 6,974 |
Total minimum lease payments | $ 24,197 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2013 | |
Equity Components [Line Items] | ||||||||
Stock repurchased during period, shares | 585,000 | |||||||
Stock repurchased during period, aggregate purchase price | $ 5,588 | $ 1,523 | ||||||
Amount of stock repurchase plan authorized | $ 15,000 | |||||||
Quarterly cash dividend per share of common stock outstanding approved | $ 0.03 | $ 0.025 | $ 0.0275 | $ 0.025 | $ 0.120 | $ 0.118 | $ 0.108 | |
Dividend payment from cash on hand | $ 3,408 | $ 3,295 | $ 2,967 | |||||
Price of Rights per unit | $ 33.33 | |||||||
Treasury Stock [Member] | ||||||||
Equity Components [Line Items] | ||||||||
Stock repurchased during period, shares | 585,000 | 253,000 | ||||||
Stock repurchased during period, aggregate purchase price | $ 5,588 | $ 1,523 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Benefit Plans [Abstract] | |||
Company's matching percentage of employees' contribution | 40.00% | 40.00% | 40.00% |
Company's matching contribution of employees' salary | 5.00% | 5.00% | 5.00% |
Company's total contributions | $ 573,000 | $ 553,000 | $ 541,000 |
Stock Compensation (Narrative)
Stock Compensation (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Actual percentage of target number of shares of common stock granted as Performance Stock Units | 127.00% | 50.00% | 115.00% | |
Granted, Shares | 328,000 | 562,000 | 162,000 | |
Employees purchased common stock, shares | 78,000 | 111,000 | 97,000 | |
Capitalized stock compensation expense | $ 237,000 | $ 261,000 | $ 228,000 | |
RSAs To Non-Employee Directors, RSUs To Certain Employees, And RSAs And PSUs To Certain Company Officers [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized from approved stock incentive plans to certain Company officers, non-employee Directors, and certain eligible employees, shares | 655,000 | 467,000 | ||
Aggregate market value of shares granted under approved stock incentive plans | $ 6,600,000 | $ 3,100,000 | ||
RSAs, RSUs, PSUs, And PSAs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized from approved stock incentive plans to certain Company officers, non-employee Directors, and certain eligible employees, shares | 405,000 | |||
Aggregate market value of shares granted under approved stock incentive plans | $ 4,300,000 | |||
Unrecognized compensation costs | $ 4,300,000 | |||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, Shares | 328,000 | 562,000 | 162,000 | |
Unrecognized compensation costs | $ 1,800,000 | |||
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year 9 months 18 days | |||
Performance Stock Awards (PSAs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized from approved stock incentive plans to certain Company officers, non-employee Directors, and certain eligible employees, shares | ||||
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year 8 months 12 days | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized from approved stock incentive plans to certain Company officers, non-employee Directors, and certain eligible employees, shares | 88,000 | 5,000 | 73,000 | |
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 2 years | |||
Restricted Stock Awards (RSAs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized from approved stock incentive plans to certain Company officers, non-employee Directors, and certain eligible employees, shares | 207,000 | 232,000 | 232,000 | |
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year 2 months 12 days | |||
Performance Stock Units (PSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized from approved stock incentive plans to certain Company officers, non-employee Directors, and certain eligible employees, shares | 125,000 | 185,000 | ||
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 8 months 12 days | |||
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of target number of shares of common stock granted as Performance Stock Units | 60.00% | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of target number of shares of common stock granted as Performance Stock Units | 150.00% | |||
2009 Employee Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Increase in shares authorized under plan | 3,000,000 |
Stock Compensation (Schedule Of
Stock Compensation (Schedule Of Shares Available For Grant) (Details) - shares | Dec. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized Shares | 9,000,000 | |
Available for Grant | 3,921,000 | 4,567,000 |
1996 Discounted Employee Stock Purchase Plan, As Amended [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized Shares | 1,900,000 | |
Available for Grant | 560,000 | 638,000 |
2009 Employee Stock Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized Shares | 7,100,000 | |
Available for Grant | 3,361,000 | 3,929,000 |
Stock Compensation (Schedule 72
Stock Compensation (Schedule Of Stock Grant Activity For RSAs) (Details) - Restricted Stock Awards (RSAs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested, Beginning Balance, Shares | 495,000 | 622,000 | 639,000 |
Granted, Shares | 207,000 | 232,000 | 232,000 |
Vested, Shares | (278,000) | (324,000) | (215,000) |
Forfeited, Shares | (110,000) | (35,000) | (34,000) |
Unvested, Ending Balance, Shares | 314,000 | 495,000 | 622,000 |
Unvested, Beginning Balance, Weighted Average Grant Date Fair Value | $ 7.65 | $ 5.62 | $ 5.48 |
Granted, Weighted Average Grant Date Fair Value | 10.33 | 9.97 | 6.10 |
Vested, Weighted Average Grant Date Fair Value | 8.10 | 5.55 | 5.80 |
Forfeited, Weighted Average Grant Date Fair Value | 8.49 | 7.22 | 5.31 |
Unvested, Ending Balance, Weighted Average Grant Date Fair Value | $ 9.31 | $ 7.65 | $ 5.62 |
Stock Compensation (Schedule 73
Stock Compensation (Schedule Of Stock Grant Activity For PSAs) (Details) - Performance Stock Awards (PSAs) [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Unvested, Beginning Balance, Shares | shares | 250,000 |
Granted, Shares | shares | |
Vested, Shares | shares | |
Forfeited, Shares | shares | |
Unvested, Ending Balance, Shares | shares | 250,000 |
Unvested, Beginning Balance, Weighted Average Grant Date Fair Value | $ / shares | $ 10.18 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | |
Vested, Weighted Average Grant Date Fair Value | $ / shares | |
Forfeited, Weighted Average Grant Date Fair Value | $ / shares | |
Unvested, Ending Balance, Weighted Average Grant Date Fair Value | $ / shares | $ 10.18 |
Stock Compensation (Schedule 74
Stock Compensation (Schedule Of Stock Grant Activity For RSUs) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding, Aggregate Intrinsic Value | $ 5,992,000 | $ 8,021,000 | $ 8,274,000 | $ 1,225,000 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested, Beginning Balance, Shares | 61,000 | 129,000 | 120,000 | |
Granted, Shares | 88,000 | 5,000 | 73,000 | |
Vested, Shares | (36,000) | (52,000) | (54,000) | |
Forfeited, Shares | (10,000) | (21,000) | (10,000) | |
Unvested, Ending Balance, Shares | 103,000 | 61,000 | 129,000 | 120,000 |
Vested and expected to vest, Shares | 95,000 | |||
Outstanding, Weighted Average Remaining Contractual Term in Years | 1 year 2 months 1 day | 1 year 2 months 16 days | 1 year 6 months 22 days | 1 year 6 months 15 days |
Vested and expected to vest, Weighted Average Remaining Contractual Term in Years | 1 year 2 months 1 day | |||
Outstanding, Aggregate Intrinsic Value | $ 1,110,000 | $ 687,000 | $ 1,425,000 | $ 747,000 |
Vested and expected to vest, Aggregate Intrinsic Value | $ 1,029,000 |
Stock Compensation (Schedule 75
Stock Compensation (Schedule Of Stock Grant Activity For PSUs) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding, Aggregate Intrinsic Value | $ 5,992,000 | $ 8,021,000 | $ 8,274,000 | $ 1,225,000 |
Performance Stock Units (PSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested, Beginning Balance, Shares | 257,000 | 236,000 | ||
Granted, Shares | 125,000 | 185,000 | ||
Vested, Shares | (139,000) | (143,000) | ||
Forfeited, Shares | (108,000) | (21,000) | ||
Unvested, Ending Balance, Shares | 135,000 | 257,000 | 236,000 | |
Vested and expected to vest, Shares | 128,000 | |||
Outstanding, Weighted Average Remaining Contractual Term in Years | 8 months 27 days | 8 months 23 days | 9 months 22 days | |
Vested and expected to vest, Weighted Average Remaining Contractual Term in Years | 8 months 12 days | |||
Outstanding, Aggregate Intrinsic Value | $ 1,455,000 | $ 2,907,000 | $ 2,612,000 | |
Vested and expected to vest, Aggregate Intrinsic Value | $ 1,381,000 |
Stock Compensation (Summary Of
Stock Compensation (Summary Of Stock Option Activity) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding, Beginning Balance, Shares | 2,021,000 | 1,794,000 | 2,060,000 | |
Granted, Shares | 328,000 | 562,000 | 162,000 | |
Exercised, Shares | (248,000) | (297,000) | (365,000) | |
Forfeited, Shares | (112,000) | (23,000) | (49,000) | |
Expired, Shares | (93,000) | (15,000) | (14,000) | |
Outstanding, Ending Balance, Shares | 1,896,000 | 2,021,000 | 1,794,000 | 2,060,000 |
Vested and expected to vest, Shares | 1,859,000 | |||
Exercisable, Shares | 1,301,000 | |||
Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 7.43 | $ 6.57 | $ 6.74 | |
Granted, Weighted Average Exercise Price | 10.83 | 10.12 | 6.12 | |
Exercised, Weighted Average Exercise Price | 7.42 | 7.26 | 7.48 | |
Forfeited, Weighted Average Exercise Price | 9.93 | 7.97 | 5.56 | |
Expired, Weighted Average Exercise Price | 12.08 | 7.34 | 6.69 | |
Outstanding, Ending Balance, Weighted Average Exercise Price | 7.65 | $ 7.43 | $ 6.57 | $ 6.74 |
Vested and expected to vest, Weighted Average Exercise Price | 7.59 | |||
Exercisable, Weighted Average Exercise Price | $ 6.44 | |||
Outstanding, Weighted Average Remaining Contractual Term in years | 3 years 3 months 22 days | 3 years 6 months 15 days | 3 years 3 months 22 days | 3 years 7 months 28 days |
Vested and expected to vest, Weighted Average Remaining Contractual Term in Years | 3 years 3 months 4 days | |||
Exercisable, Weighted Average Remaining Contractual Term in years | 2 years 1 month 28 days | |||
Outstanding, Aggregate Intrinsic Value | $ 5,992,000 | $ 8,021,000 | $ 8,274,000 | $ 1,225,000 |
Vested and expected to vest, Aggregate Intrinsic Value | 5,977,000 | |||
Exercisable, Aggregate Intrinsic Value | $ 5,649,000 | |||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, Shares | 328,000 | 562,000 | 162,000 |
Stock Compensation (Summary O77
Stock Compensation (Summary Of Other Information Concerning Stock Options) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Compensation [Abstract] | |||
Weighted-average fair value of options granted | $ 3.82 | $ 4.14 | $ 2.54 |
Intrinsic value of options exercised | $ 761,000 | $ 918,000 | $ 673,000 |
Stock Compensation (Schedule 78
Stock Compensation (Schedule Of Weighted-Average Assumptions Used To Determine The Fair Value Of Options) (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life of options | 4 years 6 months | 4 years 2 months 12 days | 4 years 3 months 18 days |
Expected stock price volatility | 0.44% | 0.55% | 0.60% |
Dividend yield | 1.12% | 1.16% | 1.91% |
Risk-free interest rate | 1.41% | 1.34% | 0.70% |
ESPP Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life of options | 6 months | 6 months | 6 months |
Expected stock price volatility | 0.32% | 0.36% | 0.39% |
Dividend yield | 1.06% | 1.12% | 1.59% |
Risk-free interest rate | 0.12% | 0.08% | 0.13% |
Stock Compensation (Summary O79
Stock Compensation (Summary Of Stock Compensation Expenses) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 5,326 | $ 3,697 | $ 3,468 |
RSA, PSA, RSU, And PSU Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | 3,955 | 2,855 | 2,616 |
Stock Option And ESPP Option Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 1,371 | $ 842 | $ 852 |
Income Per Common Share (Detail
Income Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | [1] | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Income Per Common Share [Abstract] | |||||||||||||||||
Net income | $ 2,636 | $ 2,145 | $ (502) | $ (274) | $ 1,776 | $ 2,326 | $ 2,161 | $ 1,059 | $ 9,026 | $ 3,169 | $ 1,785 | $ 2,192 | $ 4,005 | $ 7,322 | $ 16,172 | ||
Net income allocated to participating securities | (87) | (161) | (367) | ||||||||||||||
Net income allocated to common shareholders | $ 3,918 | $ 7,161 | $ 15,805 | ||||||||||||||
Basic weighted-average common shares outstanding | 27,744,000 | 27,379,000 | 26,885,000 | ||||||||||||||
Basic income per common share | $ 0.14 | $ 0.26 | $ 0.59 | ||||||||||||||
Net income allocated to participating securities, diluted | $ (87) | $ (158) | $ (359) | ||||||||||||||
Net income allocated to common shareholders, diluted | $ 3,918 | $ 7,164 | $ 15,813 | ||||||||||||||
Effect of dilutive options and awards | [2] | 798,000 | 934,000 | 813,000 | |||||||||||||
Diluted weighted-average common shares outstanding | 28,542,000 | 28,313,000 | 27,698,000 | ||||||||||||||
Diluted income per common share | $ 0.09 | $ 0.07 | $ (0.02) | $ (0.01) | $ 0.06 | $ 0.08 | $ 0.08 | $ 0.04 | $ 0.31 | $ 0.11 | $ 0.06 | $ 0.08 | $ 0.14 | $ 0.25 | $ 0.57 | ||
Antidilutive securities excluded from computation of earnings per share | 710,000 | 335,000 | 656,000 | ||||||||||||||
[1] | The fourth quarter 2013 net income and income per common share-diluted includes the favorable effect of a $12.7 million pre-tax gain on the sale of an investment in the common stock of Medafor, Inc. as a result of C.R. Bard, Inc.'s acquisition of the outstanding common shares of Medafor, Inc. and the unfavorable effect of a $3.2 million other than temporary investment impairment as a result of the impairment and write-down of the Company's investment in ValveXchange preferred stock. | ||||||||||||||||
[2] | The Company excluded stock options from the calculation of diluted weighted-average common shares outstanding if the per share value, including the sum of (i) the exercise price of the options and (ii) the amount of the compensation cost attributed to future services and not yet recognized, was greater than the average market price of the shares, because the inclusion of these stock options would be antidilutive to income per common share. Accordingly, stock options to purchase 710,000, 335,000, and 656,000 shares for the years ended December 31, 2015, 2014, and 2013, respectively, were excluded from the calculation of diluted weighted-average common shares outstanding. |
Transactions With Related Par81
Transactions With Related Parties (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Member Of Board Of Directors [Member] | |||
Related Party Transaction [Line Items] | |||
Repurchases of common stock | $ 0 | $ 5,600,000 | $ 321,000 |
Revenue from related parties | 329,000 | 273,000 | 353,000 |
Purchases from related party transactions | 35,000 | 45,000 | 47,000 |
Son Of Member Of Board Of Directors [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 617,000 | $ 616,000 | $ 345,000 |
Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of commissions included in stock repurchases | 1.00% | 1.00% | 1.00% |
Segment And Geographic Inform82
Segment And Geographic Information (Revenues, Cost Of Services And Products, And Gross Margins For Operating Segments) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Sep. 30, 2013USD ($) | Jun. 30, 2013USD ($) | Mar. 31, 2013USD ($) | Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | ||
Number of reportable segments | segment | 2 | |||||||||||||||
Total revenues | $ 39,838 | $ 36,703 | $ 35,526 | $ 33,831 | $ 37,151 | $ 37,069 | $ 34,690 | $ 35,731 | $ 35,457 | $ 36,250 | $ 33,520 | $ 35,536 | $ 145,898 | $ 144,641 | $ 140,763 | |
Total cost of products and preservation services | 55,179 | 53,350 | 50,377 | |||||||||||||
Total gross margin | $ 26,516 | $ 22,982 | $ 21,554 | $ 19,667 | $ 22,635 | $ 23,799 | $ 22,384 | $ 22,473 | $ 22,282 | $ 23,349 | $ 21,479 | $ 23,276 | $ 90,719 | $ 91,291 | 90,386 | |
Percent of long-lived assets held in U.S. | 95.00% | 95.00% | 95.00% | 95.00% | ||||||||||||
Goodwill | $ 11,365 | $ 11,365 | $ 11,365 | $ 11,365 | ||||||||||||
Operating Segments [Member] | Medical Devices [Member] | ||||||||||||||||
Total revenues | 83,081 | 81,883 | 76,194 | |||||||||||||
Total cost of products and preservation services | 18,663 | 17,167 | 15,147 | |||||||||||||
Total gross margin | 64,418 | 64,716 | 61,047 | |||||||||||||
Operating Segments [Member] | Preservation Services [Member] | ||||||||||||||||
Total revenues | 62,817 | 62,758 | 64,498 | |||||||||||||
Total cost of products and preservation services | 36,516 | 36,183 | 35,230 | |||||||||||||
Total gross margin | $ 26,301 | $ 26,575 | 29,268 | |||||||||||||
Operating Segments [Member] | Other Segments [Member] | ||||||||||||||||
Total revenues | [1] | 71 | ||||||||||||||
Total gross margin | [1] | $ 71 | ||||||||||||||
[1] | For the year ended December 31, 2013 the "Other" designation included grant revenue. |
Segment And Geographic Inform83
Segment And Geographic Information (Summary Of Net Revenues By Product And Service) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Product Information [Line Items] | ||||||||||||||||
Total revenues | $ 39,838 | $ 36,703 | $ 35,526 | $ 33,831 | $ 37,151 | $ 37,069 | $ 34,690 | $ 35,731 | $ 35,457 | $ 36,250 | $ 33,520 | $ 35,536 | $ 145,898 | $ 144,641 | $ 140,763 | |
BioGlue And BioFoam [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Total revenues | 59,332 | 62,091 | 58,004 | |||||||||||||
PerClot [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Total revenues | 4,083 | 4,289 | 3,494 | |||||||||||||
CardioGenesis Cardiac Laser Therapy [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Total revenues | 9,419 | 8,225 | 8,965 | |||||||||||||
HeRO Graft [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Total revenues | 7,546 | 7,131 | 5,731 | |||||||||||||
ProCol [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Total revenues | 1,305 | 147 | ||||||||||||||
PhotoFix [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Total revenues | 1,396 | |||||||||||||||
Cardiac Tissue [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Total revenues | 28,059 | 29,437 | 29,523 | |||||||||||||
Vascular Tissue [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Total revenues | 34,758 | 33,321 | 34,975 | |||||||||||||
Other Segments [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Total revenues | [1] | 71 | ||||||||||||||
Operating Segments [Member] | Medical Devices [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Total revenues | 83,081 | 81,883 | 76,194 | |||||||||||||
Operating Segments [Member] | Preservation Services [Member] | ||||||||||||||||
Product Information [Line Items] | ||||||||||||||||
Total revenues | $ 62,817 | $ 62,758 | $ 64,498 | |||||||||||||
[1] | For the year ended December 31, 2013 the "Other" designation included grant revenue. |
Segment And Geographic Inform84
Segment And Geographic Information (Schedule Of Net Revenues By Geographic Location) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||
Total revenues | $ 39,838 | $ 36,703 | $ 35,526 | $ 33,831 | $ 37,151 | $ 37,069 | $ 34,690 | $ 35,731 | $ 35,457 | $ 36,250 | $ 33,520 | $ 35,536 | $ 145,898 | $ 144,641 | $ 140,763 |
U.S. [Member] | |||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||
Total revenues | 114,978 | 110,533 | 109,325 | ||||||||||||
International [Member] | |||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||
Total revenues | $ 30,920 | $ 34,108 | $ 31,438 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) $ in Thousands, € in Millions | Feb. 03, 2016USD ($) | Jan. 20, 2016USD ($)shares | Dec. 22, 2015USD ($) | Dec. 31, 2015EUR (€) | Dec. 31, 2015USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Subsequent Event [Line Items] | |||||||
Cash paid for acquisition | € 1.2 | $ 1,349 | |||||
Business combination, integration costs | 2,800 | ||||||
HeRO Graft Product Line [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Divested product line, carrying value of assets before allocation of goodwill | $ 8,000 | ||||||
HeRO Graft Product Line [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from divestiture of business | $ 18,500 | ||||||
Maximum duration of manufacting responsiblity per transition supply agreement | 6 months | ||||||
On-X Life Technologies Holdings, Inc. [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Date business combination finalized | Jan. 20, 2016 | Jan. 20, 2016 | |||||
Pro forma, tax rate used for calculation | 38.00% | 38.00% | 38.00% | 38.00% | |||
On-X Life Technologies Holdings, Inc. [Member] | Scenario, Plan [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Consideration transferred | $ 130,000 | ||||||
Cash paid for acquisition | 91,000 | ||||||
Common stock value issued in business combination | $ 39,000 | ||||||
On-X Life Technologies Holdings, Inc. [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Consideration transferred | $ 128,000 | ||||||
Cash paid for acquisition | 93,400 | ||||||
Common stock value issued in business combination | $ 34,600 | ||||||
Common stock issued for business combination | shares | 3,703,699 |
Subsequent Events (Schedule Of
Subsequent Events (Schedule Of Preliminary Purchase Price Allocation) (Details) - On-X Life Technologies Holdings, Inc. [Member] - Subsequent Event [Member] $ in Thousands | Jan. 20, 2016USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 2,472 |
Receivables | 6,503 |
Inventories | 13,284 |
Intangible assets and goodwill | 96,937 |
Other assets | 13,426 |
Liabilities assumed | (4,557) |
Total purchase price | $ 128,065 |
Subsequent Events (Schedule O87
Subsequent Events (Schedule Of Unaudited Pro Forma Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Subsequent Events [Abstract] | ||
Total revenues | $ 179,266 | $ 177,722 |
Net income | $ 6,458 | $ 3,730 |
Selected Quarterly Financial 88
Selected Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Business Acquisition [Line Items] | ||||||||||||||||
REVENUE | $ 39,838 | $ 36,703 | $ 35,526 | $ 33,831 | $ 37,151 | $ 37,069 | $ 34,690 | $ 35,731 | $ 35,457 | $ 36,250 | $ 33,520 | $ 35,536 | $ 145,898 | $ 144,641 | $ 140,763 | |
GROSS MARGIN | 26,516 | 22,982 | 21,554 | 19,667 | 22,635 | 23,799 | 22,384 | 22,473 | 22,282 | 23,349 | 21,479 | 23,276 | 90,719 | 91,291 | 90,386 | |
NET (LOSS) INCOME | $ 2,636 | $ 2,145 | $ (502) | $ (274) | $ 1,776 | $ 2,326 | $ 2,161 | $ 1,059 | $ 9,026 | [1] | $ 3,169 | $ 1,785 | $ 2,192 | $ 4,005 | $ 7,322 | $ 16,172 |
(LOSS) INCOME PER COMMON SHARE | $ 0.09 | $ 0.07 | $ (0.02) | $ (0.01) | $ 0.06 | $ 0.08 | $ 0.08 | $ 0.04 | $ 0.31 | [1] | $ 0.11 | $ 0.06 | $ 0.08 | $ 0.14 | $ 0.25 | $ 0.57 |
Gain on sale of Medafor investment | $ 891 | $ 530 | $ 12,742 | |||||||||||||
Other than temporary investment impairment | $ 3,229 | |||||||||||||||
Medafor Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Gain on sale of Medafor investment | $ 12,700 | |||||||||||||||
Series A Junior Participating Preferred Stock [Member] | ValveXchange, Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Other than temporary investment impairment | $ 3,200 | |||||||||||||||
[1] | The fourth quarter 2013 net income and income per common share-diluted includes the favorable effect of a $12.7 million pre-tax gain on the sale of an investment in the common stock of Medafor, Inc. as a result of C.R. Bard, Inc.'s acquisition of the outstanding common shares of Medafor, Inc. and the unfavorable effect of a $3.2 million other than temporary investment impairment as a result of the impairment and write-down of the Company's investment in ValveXchange preferred stock. |