Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 28, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
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 Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Common Stock, Shares Outstanding | 36,494,127 | ||
Entity Public Float | $ 629,872,572 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 39,977 | $ 56,642 |
Restricted securities | 776 | 699 |
Receivables: | ||
Trade accounts, net | 47,525 | 27,769 |
Other | 3,916 | 2,327 |
Total receivables | 51,441 | 30,096 |
Inventories | 46,684 | 26,293 |
Deferred preservation costs | 35,671 | 30,688 |
Prepaid expenses and other | 4,731 | 2,815 |
Total current assets | 179,280 | 147,233 |
Property and equipment, net: | ||
Equipment and software | 47,899 | 37,086 |
Furniture and fixtures | 4,916 | 4,670 |
Leasehold improvements | 40,280 | 31,981 |
Total property and equipment | 93,095 | 73,737 |
Less accumulated depreciation and amortization | 59,516 | 55,235 |
Net property and equipment | 33,579 | 18,502 |
Goodwill | 188,305 | 78,294 |
Patents, less accumulated amortization of $2,819 in 2017 and $2,702 in 2016 | 793 | 1,008 |
Trademarks and other intangibles, less accumulated amortization of $15,326 in 2017 and $10,733 in 2016 | 178,637 | 65,633 |
Deferred income taxes | 1,610 | |
Investment in company owned life insurance | 7,489 | 5,470 |
Total assets | 589,693 | 316,140 |
Current liabilities: | ||
Accrued expenses | 11,646 | 5,054 |
Accrued compensation | 10,208 | 8,815 |
Accounts payable | 9,767 | 5,744 |
Taxes payable | 4,020 | 2 |
Accrued procurement fees | 3,577 | 4,806 |
Current portion of capital lease obligation | 578 | |
Current portion of long-term debt | 718 | 4,562 |
Other | 2,426 | 1,119 |
Total current liabilities | 42,940 | 30,102 |
Long-term debt | 218,236 | 67,012 |
Deferred income taxes | 30,431 | 7 |
Capital lease obligation | 6,856 | 11 |
Deferred compensation liability | 3,390 | 2,600 |
Deferred rent obligations | 2,895 | 2,355 |
Other | 7,887 | 5,070 |
Total liabilities | 312,635 | 107,157 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common stock $0.01 par value per share, 75,000 shares authorized, 37,618 shares issued in 2017 and 34,230 shares issued in 2016 | 376 | 342 |
Additional paid-in capital | 249,935 | 187,061 |
Retained earnings | 37,609 | 34,143 |
Accumulated other comprehensive income (loss) | 1,857 | (429) |
Treasury stock at cost, shares of 1,387 in 2017 and 1,356 in 2016 | (12,719) | (12,134) |
Total shareholders' equity | 277,058 | 208,983 |
Total liabilities and shareholders' equity | $ 589,693 | $ 316,140 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other assets noncurrent: | ||
Trademarks and other intangibles, accumulated amortization | $ 15,326 | $ 10,733 |
Shareholders' equity: | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 37,618,000 | 34,230,000 |
Treasury stock at cost, shares | 1,387,000 | 1,356,000 |
Patents [Member] | ||
Shareholders' equity: | ||
Accumulated amortization | $ 2,819 | $ 2,702 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Revenues: | ||||
Products | $ 119,631 | $ 113,992 | $ 83,081 | |
Preservation services | 70,071 | 66,388 | 62,817 | |
Total revenues | 189,702 | 180,380 | 145,898 | |
Cost of products and preservation services: | ||||
Products | 29,798 | 28,033 | 18,663 | |
Preservation services | 31,262 | 33,448 | 36,516 | |
Total cost of products and preservation services | 61,060 | 61,481 | 55,179 | |
Gross margin | 128,642 | 118,899 | 90,719 | |
Operating expenses: | ||||
General, administrative, and marketing | 101,211 | 91,548 | 74,929 | |
Research and development | 19,461 | 13,446 | 10,436 | |
Total operating expenses | 120,672 | 104,994 | 85,365 | |
Gain from sale of business components | (7,915) | |||
Operating income | 7,970 | 21,820 | 5,354 | |
Interest expense | 4,881 | 3,043 | (62) | |
Interest income | (212) | (72) | (45) | |
Gain on sale of Medafor investment | (891) | |||
Other (income) expense, net | (260) | 437 | 484 | |
Income before income taxes | 3,561 | 18,412 | 5,868 | |
Income tax (benefit) expense | (143) | 7,634 | 1,863 | |
Net income | $ 3,704 | $ 10,778 | $ 4,005 | |
Income per common share: | ||||
Basic | $ 0.11 | $ 0.33 | $ 0.14 | |
Diluted | [1] | 0.11 | 0.32 | 0.14 |
Dividends declared per common share | $ 0 | $ 0 | $ 0.120 | |
Weighted-average common shares outstanding: | ||||
Basic | 33,008 | 31,855 | 27,744 | |
Diluted | 34,163 | 32,822 | 28,542 | |
Other comprehensive income (loss) | $ 2,286 | $ (353) | $ 45 | |
Comprehensive income | $ 5,990 | $ 10,425 | $ 4,050 | |
[1] | We excluded stock options from the calculation of diluted weighted-average common shares outstanding if the per share value, including the sum of (i) the exercise price of the options and (ii) the amount of the compensation cost attributed to future services and not yet recognized, was greater than the average market price of the shares, because the inclusion of these stock options would be antidilutive to income per common share. Accordingly, stock options to purchase 227,000, 1,000, and 710,000 shares for the years ended December 31, 2017, 2016, and 2015, respectively, were excluded from the calculation of diluted weighted-average common shares outstanding. |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net cash flows from operating activities: | |||
Net income | $ 3,704,000 | $ 10,778,000 | $ 4,005,000 |
Adjustments to reconcile net income to net cash from operating activities: | |||
Gain from sale of business components | (7,915,000) | ||
Gain on sale of Medafor investment | (891,000) | ||
Depreciation and amortization | 9,745,000 | 8,384,000 | 5,863,000 |
Non-cash compensation | 6,919,000 | 6,328,000 | 5,089,000 |
Write-down of inventories and deferred preservation costs | 2,110,000 | 1,364,000 | 1,341,000 |
Deferred income taxes | (1,483,000) | 595,000 | 3,681,000 |
Other non-cash adjustments to income | 676,000 | 268,000 | 268,000 |
Changes in operating assets and liabilities: | |||
Receivables | (7,258,000) | 4,142,000 | (3,809,000) |
Inventories and deferred preservation costs | (9,369,000) | (9,460,000) | (2,262,000) |
Prepaid expenses and other assets | (2,968,000) | 515,000 | (1,187,000) |
Accounts payable, accrued expenses, and other liabilities | 8,727,000 | 4,720,000 | (656,000) |
Net cash flows provided by operating activities | 10,803,000 | 19,719,000 | 11,442,000 |
Net cash flows used in investing activities: | |||
Acquisition of JOTEC, net of cash acquired | (164,661,000) | ||
Acquisition of On-X, net of cash acquired | (91,152,000) | ||
Acquisition of PhotoFix technology | (409,000) | (1,226,000) | |
Acquisition of French distribution business | (1,349,000) | ||
Capital expenditures | (6,632,000) | (6,198,000) | (3,490,000) |
Proceeds from sale of business components | 740,000 | 19,795,000 | |
Proceeds from sale of Medafor investment | 891,000 | ||
Decrease in restricted cash | 5,000,000 | ||
Sales and maturities of restricted securities and investments | 1,010,000 | 1,067,000 | 1,157,000 |
Purchases of restricted securities and investments | (954,000) | (1,014,000) | (1,085,000) |
Other | (86,000) | (126,000) | (610,000) |
Net cash flows provided by (used in) investing activities | (170,992,000) | (73,854,000) | (4,486,000) |
Net cash flows from financing activities: | |||
Proceeds from issuance of term loan | 225,000,000 | 75,000,000 | |
Payoff of debt agreement | (67,219,000) | ||
Payment of debt issuance costs | (10,144,000) | (2,289,000) | |
Repayment of term loan | (4,994,000) | (1,406,000) | |
Proceeds from exercise of stock options and issuance of common stock | 3,126,000 | 2,203,000 | 1,526,000 |
Cash dividends paid | (3,408,000) | ||
Redemption and repurchase of stock to cover tax withholdings | (1,614,000) | (697,000) | (1,386,000) |
Other | (910,000) | 617,000 | 458,000 |
Net cash flows used in financing activities | 143,245,000 | 73,428,000 | (2,810,000) |
Effect of exchange rate changes on cash | 279,000 | (239,000) | 67,000 |
(Decrease) increase in cash and cash equivalents | (16,665,000) | 19,054,000 | 4,213,000 |
Cash and cash equivalents, beginning of period | 56,642,000 | 37,588,000 | 33,375,000 |
Cash and cash equivalents, end of period | $ 39,977,000 | $ 56,642,000 | $ 37,588,000 |
Consolidated Statements Of Shar
Consolidated Statements Of Shareholders' Equity - USD ($) | Common Stock [Member] | Additional Paid In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Total |
Balance at Dec. 31, 2014 | $ 292,000 | $ 135,227,000 | $ 22,768,000 | $ (121,000) | $ (9,481,000) | $ 148,685,000 |
Balance, shares at Dec. 31, 2014 | 29,229,000 | (1,101,000) | ||||
Net income | 4,005,000 | 4,005,000 | ||||
Foreign currency translation gain (loss) | 45,000 | 45,000 | ||||
Comprehensive income | 4,050,000 | |||||
Cash dividends paid | (3,408,000) | (3,408,000) | ||||
Equity compensation | $ 3,000 | 5,323,000 | 5,326,000 | |||
Equity compensation, shares | 271,000 | |||||
Exercise of options | $ 2,000 | 1,837,000 | $ (1,002,000) | 837,000 | ||
Exercise of options, shares | 248,000 | (93,000) | ||||
Employee stock purchase plan | $ 1,000 | 688,000 | $ 689,000 | |||
Employee stock purchase plan, shares | 78,000 | 78,000 | ||||
Excess tax benefit/shortfall | 458,000 | $ 458,000 | ||||
Redemption and repurchase of stock to cover tax withholdings | (645,000) | $ (741,000) | (1,386,000) | |||
Redemption and repurchase of stock to cover tax withholdings, shares | (60,000) | (71,000) | ||||
Balance at Dec. 31, 2015 | $ 298,000 | 142,888,000 | 23,365,000 | (76,000) | $ (11,224,000) | 155,251,000 |
Balance, shares at Dec. 31, 2015 | 29,766,000 | (1,265,000) | ||||
Net income | 10,778,000 | 10,778,000 | ||||
Foreign currency translation gain (loss) | (353,000) | (353,000) | ||||
Comprehensive income | 10,425,000 | |||||
Equity compensation | $ 3,000 | 6,599,000 | 6,602,000 | |||
Equity compensation, shares | 342,000 | |||||
Exercise of options | $ 3,000 | 2,083,000 | $ (712,000) | 1,374,000 | ||
Exercise of options, shares | 372,000 | (69,000) | ||||
Employee stock purchase plan | $ 1,000 | 828,000 | $ 829,000 | |||
Employee stock purchase plan, shares | 90,000 | 90,000 | ||||
Excess tax benefit/shortfall | 606,000 | $ 606,000 | ||||
Redemption and repurchase of stock to cover tax withholdings | (499,000) | $ (198,000) | (697,000) | |||
Redemption and repurchase of stock to cover tax withholdings, shares | (44,000) | (22,000) | ||||
Stock issued during period, Acquisition | $ 37,000 | 34,556,000 | 34,593,000 | |||
Stock issued during period, Shares, Acquisition | 3,704,000 | |||||
Balance at Dec. 31, 2016 | $ 342,000 | 187,061,000 | 34,143,000 | (429,000) | $ (12,134,000) | 208,983,000 |
Balance, shares at Dec. 31, 2016 | 34,230,000 | (1,356,000) | ||||
Net income | 3,704,000 | 3,704,000 | ||||
Foreign currency translation gain (loss) | 2,286,000 | 2,286,000 | ||||
Comprehensive income | 5,990,000 | |||||
Equity compensation | $ 3,000 | 7,310,000 | 7,313,000 | |||
Equity compensation, shares | 311,000 | |||||
Exercise of options | $ 4,000 | 2,476,000 | $ (585,000) | 1,895,000 | ||
Exercise of options, shares | 393,000 | (30,000) | ||||
Employee stock purchase plan | $ 1,000 | 1,230,000 | $ 1,231,000 | |||
Employee stock purchase plan, shares | 93,000 | 93,000 | ||||
Redemption and repurchase of stock to cover tax withholdings | $ (1,000) | (1,613,000) | $ (1,614,000) | |||
Redemption and repurchase of stock to cover tax withholdings, shares | (92,000) | |||||
Stock issued during period, Acquisition | $ 27,000 | 53,092,000 | 53,119,000 | |||
Stock issued during period, Shares, Acquisition | 2,683,000 | |||||
Balance at Dec. 31, 2017 | $ 376,000 | 249,935,000 | 37,609,000 | 1,857,000 | $ (12,719,000) | 277,058,000 |
Balance, shares at Dec. 31, 2017 | 37,618,000 | (1,386,000) | ||||
Cumulative effect of ASU 2016-09 Adjustment | ASU 2016-09 [Member] | $ 379,000 | $ (238,000) | $ 141,000 |
Consolidated Statements Of Sha7
Consolidated Statements Of Shareholders' Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2015$ / shares | |
Consolidated Statements Of Shareholders' Equity [Abstract] | |
Cash dividends paid per share | $ 0.120 |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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 the manufacturing, processing, and distribution of medical devices and implantable human tissues used in cardiac and vascular surgical procedures focused on aortic repair. Our medical devices and processed tissues primarily include four product families: BioGlue ® Surgical Adhesive (“BioGlue”); On-X mechanical heart valves and surgical products; JOTEC endovascular and surgical products; and cardiac and vascular human tissues including the CryoValve ® SG pulmonary heart valve (“CryoValve SGPV”) and the CryoPatch ® SG pulmonary cardiac patch (“CryoPatch SG”), both of which are processed using our proprietary SynerGraft ® technology. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. Translation of Foreign Currencies Our revenues and expenses transacted in foreign currencies are translated as they occur at exchange rates in effect at the time of each transaction. Realized gains and losses on foreign currency transactions are recorded as a component of other (income) expense, net on our Consolidated Statements of Operations and Comprehensive Income. Our assets and liabilities denominated in foreign currencies are translated at the exchange rate in effect as of the balance sheet date and are recorded as a separate component of accumulated other comprehensive income (loss) in the shareholders' equity section of our Consolidated Balance Sheets. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Estimates and assumptions are used when accounting for investments, allowance for doubtful accounts, inventory, 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, On-X products, JOTEC products, CardioGenesis cardiac laser therapy, PerClot ® , PhotoFix TM and other medical devices, are typically recognized at the time the product is shipped, at which time title passes to the customer, and there are no further performance obligations. Revenues from consignment are recognized when the medical device is implanted. We recognize revenues for preservation services when services are completed and tissue is shipped to the customer. Revenues from upfront licensing agreements are recognized ratably over the period we expect to fulfill our obligations. Revenues from the sale of laser consoles are considered multiple element arrangements, and such revenues are allocated to the elements of the sale. We allocate revenues based primarily on the revenue these individual elements would generate if sold separately. Revenues from the sales of domestic laser consoles 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 our advertising are expensed as incurred and are classified as general, administrative, and marketing expenses. We record the cost to print or copy certain sales materials as a prepaid expense and amortize these costs as an advertising expense over the period they are expected to be used, typically six months to one year. The total amount of advertising expense included in our Consolidated Statements of Operations and Comprehensive Income was $606,000 , $384,000 , and $521,000 for the years ended December 31, 2017 , 2016 , and 2015 , respectively. Stock ‑Based Compensation We have stock option and stock incentive plans for employees and non-employee Directors that provide for grants of restricted stock awards (“RSA”s), performance stock awards (“PSA”s), restricted stock units (“RSU”s), performance stock units (“PSU”s), and options to purchase shares of our common stock at exercise prices generally equal to the fair values of such stock at the dates of grant. We also maintain a shareholder approved Employee Stock Purchase Plan (the “ESPP”) for the benefit of our employees. The ESPP allows eligible employees the right to purchase common stock on a regular basis at the lower of 85% of the market price at the beginning or end of each offering period. The RSAs, PSAs, RSUs, PSUs, and stock options granted by us typically vest over a one to three -year period. The stock options granted by us typically expire within seven years of the grant date. We value our RSAs, PSAs, RSUs, and PSUs based on the stock price on the date of grant. We expense the related compensation cost of RSAs, PSAs, and RSUs using the straight-line method over the vesting period. We expense the related compensation cost of PSUs based on the number of shares expected to be issued, if achievement of the performance component is probable, using a straight-line method over each vesting tranche of the award. The amount of compensation costs expensed related to PSUs is adjusted as needed if we deem that achievement of the performance component is no longer probable, or if our expectation of the number of shares to be issued changes. We use a Black-Scholes model to value our stock option grants and expense the related compensation cost using the straight-line method over the vesting period. The fair value of our ESPP options is also determined using a Black-Scholes model and is expensed over the vesting period. The fair value of stock options and ESPP options is determined on the grant date using assumptions for the expected term, volatility, dividend yield, and the risk-free interest rate. The expected term is primarily based on the contractual term of the option and our data related to historic exercise and post-vesting forfeiture patterns, which is adjusted based on our expectations of future results. Our anticipated volatility level is primarily based on the historic volatility of our common stock, adjusted to remove the effects of certain periods of unusual volatility not expected to recur, and adjusted based on our expectations of future volatility, for the life of the option or option group. Our model was updated to include a zero dividend yield assumption when our quarterly dividends were discontinued after the fourth quarter of 2015. The risk-free interest rate is based on recent U.S. Treasury note auction results with a similar life to that of the option. Our model does not include a discount for post-vesting restrictions, as we have not issued awards with such restrictions. The period expense for our stock compensation is determined based on the valuations discussed above and forfeitures are accounted for in the period awards are forfeited. Change in Accounting for Employee Share-Based Payments As of January 1, 2017 we made an entity-wide accounting policy election in accordance with ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”) to change our accounting policy to account for stock compensation forfeitures in the period awards are forfeited rather than estimating the effect of forfeitures. We elected to make this accounting policy change to simplify the accounting for share-based compensation and believe this method provides a more accurate reflection of periodic share-based compensation cost from the grant date forward. We used the modified retrospective transition method to record a net $238,000 cumulative-effect adjustment decrease to retained earnings for the accounting policy change, which included a $379,000 increase to additional paid-in capital and a $141,000 increase in deferred tax assets. Additionally, as of January 1, 2017 and in accordance with the guidance in ASU 2016-09, we made a change to account for excess tax benefits and deficiencies resulting from the settlement or vesting of share-based awards in income tax expense on our Consolidated Statement of Operations and Comprehensive Income instead of accounting for these effects through additional paid in-capital on our Consolidated Balance Sheets. We applied this amendment prospectively and prior periods have not been adjusted. Income Per Common Share Income per common share is computed using the two class method, which requires us to include unvested RSAs and PSAs that contain non-forfeitable rights to dividends (whether paid or unpaid) as participating securities in the income per common share calculation. Under the two class method, net income is allocated to the weighted-average number of common shares outstanding during the period and the weighted-average participating securities outstanding during the period. The portion of net income that is allocated to the participating securities is excluded from basic and dilutive net income per common share. Diluted net income per share is computed using the weighted-average number of common shares outstanding plus the dilutive effects of outstanding stock options and awards and other dilutive instruments as appropriate. Dividends Cash dividends approved by our Board of Directors were paid every three months in the amount of $0.03 per share in 2015. In December 2015 the Board of Directors undertook a review of our dividend policy and determined that it would be in the best interest of the shareholders to discontinue dividend payments for the foreseeable future. We did not pay quarterly dividends in 2016 or 2017 and do not currently anticipate paying out further quarterly dividends. Financial Instruments Our financial instruments include cash equivalents, marketable securities, restricted securities, accounts receivable, notes receivable, accounts payable, debt obligations, contingent consideration, and derivatives. We typically value 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 We record certain financial instruments at fair value, including: cash equivalents, certain marketable securities, certain restricted securities, contingent consideration, and derivative instruments. We may make an irrevocable election to measure other financial instruments at fair value on an instrument-by-instrument basis, although as of December 31, 2017 we have not chosen to make any such elections. Fair value financial instruments are recorded in accordance with the fair value measurement framework. We also measure 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; applying accounting for business combinations; and allocating goodwill to divested components of a business. We use the fair value measurement framework to value these assets and report these fair values in the periods in which they are recorded or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: · Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; · Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and · Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to our unobservable estimates and assumptions. Our assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. We may also engage external advisors to assist in determining fair value, as appropriate. Although we believe that the recorded fair values of our financial instruments are appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. Cash and Cash Equivalents Cash equivalents consist primarily of highly liquid investments with maturity dates of three months or less at the time of acquisition. The carrying value of cash equivalents approximates fair value. We maintain depository accounts with certain financial institutions. Although these depository accounts may exceed government insured depository limits, we have evaluated the credit worthiness of these applicable financial institutions, and determined the risk of material financial loss due to the exposure of such credit risk to be minimal. Cash Flow Supplemental Disclosures Supplemental disclosures of cash flow information for the years ended December 31 (in thousands): 2017 2016 2015 Cash paid during the year for: Interest $ 2,561 $ 2,446 $ 1 Income taxes 3,358 2,501 145 Non-cash investing and financing activities: Issuance of common stock for acquisition of JOTEC intangible assets $ 53,119 $ -- $ -- Issuance of common stock for acquisition of On-X intangible assets -- 34,593 -- Marketable Securities and Other Investments We typically invest our excess cash for short-term periods in large, well ‑capitalized financial institutions, and our policy excludes investment in any securities rated less than "investment ‑grade" by national rating services, unless specifically approved by the Board of Directors. We sometimes make longer term strategic investments in medical device companies, and these investments must be approved by the Board of Directors. We determine the classification of our investments as trading, available-for-sale, or held-to-maturity at the time of purchase and reevaluate 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 we have 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. We typically state our 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, we adjust each investment to its market price and record 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. We review our contracts to determine if they require any restrictions to cash or investments. If there is a contractual agreement restricting the availability of our cash or investments, we will classify these amounts as current or long-term restricted cash or investments. Accounts and Notes Receivable and Allowance for Doubtful Accounts Our accounts receivable are primarily from hospitals and distributors that either use or distribute our products and tissues. We assess the likelihood of collection based on a number of factors, including past transaction history and the credit worthiness of the customer, as well as the increased risks related to international customers and large distributors. We determine the allowance for doubtful accounts based upon specific reserves for known collection issues, as well as a non-specific reserve based upon aging buckets. We charge off uncollectable amounts against the reserve in the period in which we determine they are uncollectible. Our accounts receivable balances are reported net of allowance for doubtful accounts of $697,000 and $503,000 as of December 31, 2017 and 2016 , respectively. We 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. We assess the likelihood of collection of our 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. Our notes receivable balance was zero as of December 31, 2017 and 2016 , respectively . Inventories Inventories are comprised of finished goods for our major product lines including: BioGlue; On-X products; JOTEC products; CardioGenesis cardiac laser therapy laser consoles, handpieces, and accessories; PerClot; PhotoFix; other medical devices; work-in-process ; and raw materials. Inventories for finished goods are valued at the lower of cost or market on a first ‑in, first ‑out basis and raw materials are valued on a moving average cost basis . Typically, upon shipment, or upon implant of a medical device on consignment, revenue is recognized and the related inventory costs are expensed as cost of products. Cost of products also includes, as applicable, lower of cost or market write-downs and impairments for products not deemed to be recoverable and, as incurred, idle facility expense, excessive spoilage, extra freight, and 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. We regularly evaluate our inventory to determine if the costs are appropriately recorded at the lower of cost or market value. We also evaluate our inventory for costs not deemed to be recoverable, including inventory not expected to ship prior to its expiration. Lower of cost or market value write-downs are recorded if the book value exceeds the estimated net realizable value of the inventory, based on recent sales prices at the time of the evaluation. Impairment write-downs are recorded based on the book value of inventory deemed to be impaired. Actual results may differ from these estimates. Write-downs of inventory are expensed as cost of products, and these write-downs are permanent impairments that create a new cost basis, which cannot be restored to its previous levels if our estimates change. We recorded write-downs to our inventory totaling $1.2 million, $467,000 , and $858,000 for the years ended December 31, 2017 , 2016 , and 2015 , respectively. The 2017 write-down is primarily related to the write-down of our On-X ascending aortic prosthesis (“AAP”) as a result of inventory not expected to ship prior to the expiration date of the packaging and continued delay in obtaining European re-certification. The 2016 write-down is primarily related to the write-down of PerClot inventory as a result of inventory not expected to ship prior to the expiration date. The 2015 write-down is primarily related to the write-down of PerClot Topical inventory following our cessation of marketing, sales, and distribution of PerClot Topical in the U.S. See Note 8 for further discussion of PerClot Topical. 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 we preserve are not held as inventory. The costs we incur to procure and process cardiac and vascular tissues are instead accumulated and deferred. Deferred preservation costs are stated at the lower of cost or market value on a first ‑in, first ‑out basis and are deferred until revenue is recognized. Upon shipment of tissue to an implanting facility, revenue is recognized and the related deferred preservation costs are expensed as cost of preservation services. Cost of preservation services also includes, as applicable, lower of cost or market write-downs and impairments for tissues not deemed to be recoverable, and includes, as incurred, idle facility expense, excessive spoilage, extra freight, and 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 us 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. We apply a yield estimate to all tissues in process and in quarantine to estimate the portion of tissues that will ultimately become implantable. We estimate quarantine yields based on our experience and reevaluate these estimates periodically. Actual yields could differ significantly from our estimates, which could result in a change in tissues available for shipment, and could increase or decrease the balance of deferred preservation costs. These changes could result in additional cost of preservation services expense or could increase per tissue preservation costs, which would impact gross margins on tissue preservation services in future periods. We regularly evaluate our deferred preservation costs to determine if the costs are appropriately recorded at the lower of cost or market value. We also evaluate our deferred preservation costs for costs not deemed to be recoverable, including tissues not expected to ship prior to the expiration date of their packaging. Lower of cost or market value write-downs are recorded if the tissue processing costs incurred exceed the estimated market value of the tissue services, based on recent average service fees at the time of the evaluation. Impairment write-downs are recorded based on the book value of tissues deemed to be impaired. Actual results may differ from these estimates. Write-downs of deferred preservation costs are expensed as cost of preservation services, and these write-downs are permanent impairments that create a new cost basis, which cannot be restored to its previous levels if our estimates change. We recorded write-downs to our deferred preservation costs totaling $922,000 , $897,000 , and $483,000 for the years ended December 31, 2017 , 2016 , and 2015 , respectively, due primarily to tissues not expected to ship prior to the expiration date of the packaging. Property and Equipment Property and equipment is stated at cost. Depreciation is provided over the estimated useful lives of the assets, generally three to ten years, on a straight ‑line basis. Leasehold improvements are amortized on a straight ‑line basis over the remaining lease term at the time the assets are capitalized or the estimated useful lives of the assets, whichever is shorter. Depreciation expense for the years ended December 31 is as follows (in thousands): 2017 2016 2015 Depreciation expense $ 4,648 $ 3,958 $ 3,728 Goodwill and Other Intangible Assets Our intangible assets consist of goodwill, patents, trademarks, and other intangible assets, as discussed in Note 11 . Our goodwill is attributable to a segment or segments of our business, as appropriate, as the related acquired business that generated the goodwill is integrated into our operations. Upon divestiture of a component of our business, the goodwill related to the operating segment is allocated to the divested business using the relative fair value allocation method. We amortize our definite lived intangible assets over their expected useful lives using the straight-line method, which we believe approximates the period of economic benefits of the related assets. Our indefinite lived intangible assets do not amortize, but are instead subject to periodic impairment testing as discussed in “Impairments of Long-Lived Assets and Non-Amortizing Intangible Assets” below. Impairments of Long ‑Lived Assets and Non-Amortizing Intangible Assets We assess the potential impairment of our long-lived assets to be held and used whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include, but are not limited to, the following: · Significant underperformance relative to expected historical or projected future operating results; · Significant negative industry or economic trends; · Significant decline in our stock price for a sustained period; or · Significant decline in our market capitalization relative to net book value. If we determine that an impairment review is necessary, we will evaluate the assets or asset groups by comparing their carrying values to the sum of the undiscounted future cash flows expected to result from their use and eventual disposition. If the carrying values exceed the future cash flows, then the asset or asset group is considered impaired, and we will write down the value of the asset or asset group. For the years ended December 31, 2017 , 2016 , and 2015 we did not experience any factors that indicated that an impairment review of our long-lived assets was warranted. We evaluate our goodwill and other non-amortizing intangible assets for impairment on an annual basis as of October 31 and, if necessary, during interim periods if factors indicate that an impairment review is warranted. As of October 31, 2017 our non-amortizing intangible assets consisted of goodwill, acquired procurement contracts and agreements, trademarks, and other acquired technology. We performed an analysis of our non-amortizing intangible assets as of October 31, 2017 and 2016, and determined that the fair value of the assets and the fair value of the reporting unit exceeded their associated carrying values and were, therefore, not impaired. We will continue to evaluate the recoverability of these non-amortizing intangible assets. Accrued Procurement Fees Donated tissue is procured from deceased human donors by OTPOs, which consign the tissue to us for processing, preservation, and distribution. We reimburse the OTPOs for their costs to recover the tissue and include these costs as part of deferred preservation costs, as discussed above. We accrue estimated procurement fees due to the OTPOs at the time tissues are received based on contractual agreements between us and the OTPOs. Leases We have operating and capital lease obligations resulting from the lease of land and buildings that comprise our corporate headquarters and various manufacturing facilities; leases related to additional manufacturing, office, and warehouse space; leases on Company vehicles; and leases on a variety of office and other equipment, as discussed in Note 14 . Certain of our 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 our Consolidated Balance Sheets. Debt Issuance Costs Debt issuance costs related to our term loan and line of credit are capitalized and reported net of the current and long-term debt or as a prepaid asset when there are no outstanding borrowings. If there is unamortized debt issuance costs related to our line of credit but only borrowings on the term loan, these debt issuance costs will be combined with the debt issuance costs related to the term loan and reported net of the current and long-term debt for the term loan. We amortize debt issuance costs to interest expense on our term loan using the effective interest method over the life of the debt agreement. We amortize debt issuance costs to interest expense on our line of credit on a straight-line basis over the life of the debt agreement. Liability Claims In the normal course of business, we are made aware of adverse events involving our products and tissues. Future adverse events could ultimately give rise to a lawsuit against us, and liability claims may be asserted against us in the future based on past events we are not aware of at the present time. We maintain claims ‑made insurance policies to mitigate our financial exposure to product and tissue processing liability claims. Claims ‑made insurance policies generally cover only those asserted claims and incidents that are reported to the insurance carrier while the policy is in effect. Thus, a claims ‑made policy does not generally represent a transfer of risk for claims and incidents that have been incurred but not reported to the insurance carrier during the policy period. Any punitive damage components of claims are uninsured. We engage external advisors to assist us in estimating our liability and any related amount recoverable under our insurance policies as of each balance sheet date. We use a frequency ‑severity approach to estimate our unreported product and tissue processing liability claims, whereby projected losses are calculated by multiplying the estimated number of claims by the estimated average cost per claim. The estimated claims are determined based on the reported claim development method and the Bornhuetter ‑Ferguson method using a blend of our historical claim experience and industry d |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Financial Instruments [Abstract] | |
Financial Instruments | 2. Financial Instruments A summary of financial instruments measured at fair value is as follows (in thousands): December 31, 2017 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 372 -- -- $ 372 Restricted securities: Money market funds 776 -- -- 776 Total assets $ 1,148 $ -- $ -- $ 1,148 December 31, 2016 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 3,466 $ -- $ -- $ 3,466 Restricted securities: Money market funds 699 -- -- 699 Total assets $ 4,165 $ -- $ -- $ 4,165 We used prices quoted from our investment management companies to determine the Level 1 valuation of our investments in money market funds. During the years ended December 31, 2017 and 2016, the Company initially recoded certain non-financial assets at fair value related to the acquisition JOTEC and On-X. Disclosures of these initial fair value determinations are included in Note 4 and Note 5 below. |
Cash Equivalents And Restricted
Cash Equivalents And Restricted Securities | 12 Months Ended |
Dec. 31, 2017 | |
Cash Equivalents And Restricted Securities [Abstract] | |
Cash Equivalents And Restricted 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, 2017 Cost Basis Gains (Losses) Value Cash equivalents: Money market funds $ 372 -- $ 372 Restricted securities: Money market funds 776 -- 776 Unrealized Estimated Holding Market December 31, 2016 Cost Basis Gains (Losses) Value Cash equivalents: Money market funds $ 3,466 $ -- $ 3,466 Restricted securities: Money market funds 699 -- 699 As of December 31, 2017 and 2016 $776,000 and $699,000 , respectively, of our money market funds were designated as short-term restricted securities due to a contractual commitment to hold the securities as pledged collateral relating primarily to international tax obligations. There were no gross realized gains or losses on cash equivalents or restricted securities for the years ended December 31, 2017 , 2016 , and 2015 . As of December 31, 2017 $537,000 of our restricted securities had a maturity date within three months and $239,000 had a maturity date between three months and one year. As of December 31, 2016 $490,000 of our restricted securities had a maturity date within three months and $209,000 of our restricted securities had a maturity date between three months and one year. |
Acquisition Of JOTEC
Acquisition Of JOTEC | 12 Months Ended |
Dec. 31, 2017 | |
Acquisition Of JOTEC [Abstract] | |
Acquisition of JOTEC | 4. Acquisition of JOTEC Overview On October 10, 2017 we announced that we entered into a definitive agreement to acquire JOTEC AG (“JOTEC”), a Swiss entity (the “Acquisition”), which we converted to JOTEC GmbH, for approximately $225.0 million, subject to certain adjustments. The transaction closed on December 1, 2017 and JOTEC is being operated as a wholly owned subsidiary of CryoLife. In connection with the closing of the JOTEC acquisition, CryoLife entered into a Credit and Guaranty Agreement (“Credit Agreement”) with certain financial institutions as lenders, and Deutsche Bank AG New York Branch, as administrative and collateral agent, for a senior secured credit facility in an aggregate principal amount of $255.0 million, which includes a $225.0 million term loan and a $30.0 million revolving credit facility. See Note 13 for further discussion of the Credit Agreement. JOTEC is a German-based, privately held developer of technologically differentiated endovascular stent grafts, and cardiac and vascular surgical grafts, focused on aortic repair. We believe our the acquisition of JOTEC will create a company with a broad and highly competitive product portfolio focused on aortic surgery, and will position us to compete strongly in the important and growing endovascular surgical markets. Accounting for the Transaction Based on our preliminary analysis, the purchase price of the transaction totaled approximately $221.9 million, including debt and cash acquired as determined on the date of closing, consisting of $168.8 million in cash and 2,682,754 shares of CryoLife common stock, with an estimated value of $53.1 million as determined on the date of the closing. Upon closing of the Acquisition, $22.5 million was paid into an escrow account for any amounts payable for indemnification claims or other payment obligations. Our preliminary allocation of the $221.9 million purchase consideration was allocated to JOTEC’s tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values as of December 1, 2017. Goodwill was preliminarily recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and is not deductible for tax purposes. Goodwill from this transaction has been allocated to our Medical Devices segment. The estimated allocation of assets acquired and liabilities assumed is based on the information available to us. If new information regarding these values is received that would result in a material adjustment to the values r ecorded, we will recognize the adjustment, which may include the recognition of additional expenses, impairments, or other allocation adjustments, in the period this determination is made. The preliminary purchase consideration acquired as of December 1, 2017, is as follows (in thousands): Opening Balance Sheet Cash and cash equivalents $ 4,089 Receivables 13,204 Inventories 17,341 Intangible assets 115,820 Property and equipment 12,921 Goodwill 110,100 Other assets 3,893 Debt acquired (3,770) Liabilities assumed (51,729) Total purchase consideration $ 221,869 We incurred transaction and integration costs of $8.9 million for the year ended December 31, 2017 primarily related to the acquisition, which included, among other costs, expenses related to the termination of international and domestic distribution agreements, severance costs, and legal, professional, and consulting costs. These costs were expensed as incurred and were primarily recorded as general, administrative, and marketing expenses on our Consolidated Statements of Operations and Comprehensive Income. Pro Forma Results - Unaudited JOTEC revenues were $4.1 million and the net loss was $1.5 million from the date of acquisition through December 31, 2017. Our unaudited pro forma results of operations for the years ended December 31, 2017 and 2016, assuming the JOTEC acquisition had occurred as of January 1, 2016, are presented for comparative purposes below. These amounts are based on available information from the results of operations of JOTEC 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, 2016. 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 unaudited pro forma information is as follows (in thousands, except per share amounts): Twelve Months Ended December 31, 2017 2016 Total revenues $ 236,209 $ 224,896 Net loss (736) (1,966) Pro forma loss per common share - basic $ (0.02) $ (0.06) Pro forma loss per common share - diluted $ (0.02) $ (0.06) Pro forma net loss was calculated using a normalized tax rate of approximately 38% . The pro forma amortization of intangible assets acquired, as reported in our 8-K/A filed on February 16, 2018, was incorrect due to a clerical error. The corrected pro forma amortization is included in the determination of pro forma loss per common share for the twelve months ended December 31, 2016 presented above. The result of this correction increased the pro forma amortization adjustment by $4.3 million to a total of $5.5 million for the twelve month ended December 31, 2016. This adjustment reduced the results per common share for the twelve months ended December 31, 2016 by $ 0 .08 per common share from $0.02 per common share originally reported in the 8-K/A, resulting in an adjusted pro forma net loss per common share of ($0.06) on a fully diluted basis. The results for the twelve months ended December 31, 2017 presented above include pro forma amortization of intangible assets acquired of $4.9 million. The result of this correction on pro forma results of operations, as reported in the 8-K/A referenced for the nine months ended September 30, 2017, also increased the pro forma amortization adjustment by $3.2 million for the nine months ended September to a total of $3.8 million. This adjustment reduced the pro forma net income per common share by $0.06 from $0.13 per common share to an adjusted pro forma net income per common share of $0.07 on a fully diluted basis for the nine months ended September 30, 2017. |
Acquisition Of On-X Life Techno
Acquisition Of On-X Life Technologies | 12 Months Ended |
Dec. 31, 2017 | |
Acquisition Of On-X Life Technologies [Abstract] | |
Acquisition Of On-X Life Technologies | 5. Acquisition of On-X Life Technologies Overview On December 22, 2015 we entered into an Agreement and Plan of Merger (“On-X Agreement”) to acquire On-X Life Technologies Holdings, Inc. (“On-X”), an Austin, Texas-based, privately held mechanical heart valve company, for approximately $130.0 million, subject to certain adjustments. The transaction closed on January 20, 2016, and On-X is being operated as a wholly owned subsidiary of CryoLife. The On-X catalogue of products includes the On-X prosthetic aortic and mitral heart valves and the On-X ascending aortic prosthesis. On-X also distributes CarbonAid CO 2 diffusion catheters and manufactures Chord-X ePTFE sutures for mitral chordal replacement. On-X also generates revenue from pyrolytic carbon coating products produced for other medical device manufacturers. We believe that the On-X products fit well into our product portfolio of medical devices for cardiac surgery and that we are capitalizing on the significant opportunity for our sales team to expand utilization of the On-X valves in the U.S. and internationally. Accounting for the Transaction The purchase price of the On-X transaction totaled approximately $128.2 million, consisting of $93.6 million in cash and 3,703,699 shares of CryoLife common stock, with a value of $34.6 million as determined on the date of the closing. We recorded an allocation of the $128.2 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 . Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and is not deductible for tax purposes. Goodwill from this transaction has been allocated to our Medical Devices segment. The purchase price allocation was as follows (in thousands): Opening Balance Sheet Cash and cash equivalents $ 2,472 Receivables 6,826 Inventories 12,889 Intangible assets 53,950 Goodwill 68,229 Other assets 6,891 Liabilities assumed (23,040) Total purchase price $ 128,217 We incurred transaction and integration costs of $ 7.4 million for the year ended December 31, 2016 related to the acquisition, which included, among other costs, expenses related to the termination of international and domestic distribution agreements. These costs were expensed as incurred and were primarily recorded as general, administrative, and marketing expenses on our Consolidated Statements of Operations and Comprehensive Income. We paid approximately $10.0 million of the purchase price into an escrow account upon closing of the On-X transaction. We are currently in litigation with the shareholder representative of On-X concerning the resolution of these escrow funds. We believe that we are entitled to recover the escrow funds, but the outcome of litigation is inherently uncertain, and we may not recover any of the escrow funds. Pro Forma Results - Unaudited Our pro forma results of operations for the years ended December 31, 2016 and 2015, assuming the On-X acquisition had occurred as of January 1, 2015, 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, 2015. This unaudited pro forma information does not project operating results post acquisition. This unaudited pro forma information is as follows (in thousands, except per share amounts): Twelve Months Ended December 31, 2016 2015 Total revenues $ 182,007 $ 179,266 Net income (loss) 17,692 (4,787) Pro forma income (loss) per common share - basic $ 0.54 $ (0.15) Pro forma income (loss) per common share - diluted $ 0.53 $ (0.15) Pro forma net income (loss) was calculated using a normalized tax rate of approximately 38% . |
Sales Of Business Components
Sales Of Business Components | 12 Months Ended |
Dec. 31, 2017 | |
Sales Of Business Components [Abstract] | |
Sales Of Business Components | 6. Sale of Business Components Divestiture of the HeRO Graft Product Line On February 3, 2016 we sold our Hemodialysis Reliable Outflow Graft (“HeRO ® Graft”) product line to Merit Medical Systems, Inc. (“Merit”) for $18.5 million in cash (“HeRO Sale”), of which $17.8 million was received on the transaction date and the remaining $740,000 was received in the first quarter of 2017. 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. We continued to manufacture the HeRO Graft under a transition supply agreement until the manufacturing transfer to Merit was completed in the second quarter of 2016. Sales prices under the transition supply agreement were at lower average prices than our previous sales to hospitals at end-user prices. The HeRO Graft product line was included as part of our Medical Devices segment. We recorded a pre-tax gain of approximately $8.8 million on the HeRO Sale. ProCol Distribution Agreement and Divestiture of the ProCol Product Line In 2014 we acquired the exclusive worldwide distribution rights to ProCol ® Vascular Bioprosthesis (“ProCol”) from Hancock Jaffe Laboratories, Inc. (“Hancock Jaffe”). In accordance with the terms of the agreement, we made payments to Hancock Jaffe totaling $3.4 million for which we obtained the right to receive a designated amount of ProCol inventory for resale. As of March 18, 2016 we had received $1.7 million in inventory. The remaining $1.7 million in prepayments for inventory not yet delivered to us were settled as part of the ProCol Sale, described below. On March 18, 2016 we sold our ProCol distribution rights and purchase option to LeMaitre Vascular, Inc. (“LeMaitre”) for $2.0 million in cash (“ProCol Sale”), all of which was received by March 31, 2016. Under the terms of the agreement, LeMaitre acquired the ProCol related assets, including inventory, customer lists, related marketing assets, and our purchase option to acquire ProCol. LeMaitre exercised the option to acquire ProCol from Hancock Jaffe. The ProCol product was included as part of our Medical Devices segment. We recorded a pre-tax loss of approximately $845,000 on the ProCol Sale. Disclosure of the HeRO Sale and the ProCol Sale Financial Accounting Standards Board ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, (“ASU 2014-08”) defines the criteria for reporting discontinued operations and requires additional disclosures about discontinued operations. The standard requires that an entity report a disposal as a discontinued operation only if the disposal represents a strategic shift in operations that has a major effect on our operations and financial results. In the first quarter of 2016 we completed and recorded the HeRO Sale and the ProCol Sale and received cash for these transactions. Therefore, as of March 31, 2016 both transactions met the disposed of by sale criteria under ASU 2014-08. We evaluated the impact of the HeRO Sale and the ProCol Sale on our business t o determine whether these disposals represent a strategic shift that has, or will have, a major effect on our financial position, results of operations, or cash flows. As the HeRO Graft and ProCol product lines combined represented less than 10% of both our total revenues for the year ended December 31, 2015 and our total assets as of December 31, 2015, we believe that these transactions did not have a major effect on our operations and financial condition, either individually or in the aggregate, and therefore, we did not disclose these transactions as discontinued operations. The combined net gain from the HeRO Sale and ProCol Sale was , therefore , reported as gain from sale of business components on our Consolidated Statements of Operations and Comprehensive Income. |
PhotoFix Distribution Agreement
PhotoFix Distribution Agreement And Acquisition | 12 Months Ended |
Dec. 31, 2017 | |
PhotoFix Distribution Agreement And Acquisition [Abstract] | |
PhotoFix Distribution Agreement And Acquisition | 7. PhotoFix Distribution Agreement and Acquisition Overview In 2014 CryoLife entered into an exclusive supply and distribution agreement with Genesee Biomedical, Inc. (“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 U.S. Food and Drug Administration (“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. We believe that PhotoFix fits well into our product portfolio of medical devices for cardiac surgery. In January 2015 we received our initial shipments and launched our distribution of PhotoFix. The agreement between CryoLife and GBI (the “GBI Agreement”) had an initial five -year term and was renewable for two one -year periods at CryoLife’s option. Under the terms of the GBI Agreement, we began purchasing PhotoFix inventory for resale at an agreed upon transfer price and had the option, which became effective in March 2015, to acquire the PhotoFix product line from GBI. Accounting for the Transaction On April 13, 2016 we exercised our right to acquire the PhotoFix technology from GBI for approximately $2.3 million, of which $1.2 million was paid in cash at closing, approximately $600,000 was previously provided to GBI as an advance under the distribution agreement, and approximately $400,000 was paid to GBI in October 2017. Our allocation of the purchase price to the tangible and identifiable intangible assets acquired, based on their estimated fair values, resulted in the allocation of the majority of the purchase price to amortizable intangible assets. We began limited manufacturing of PhotoFix in the fourth quarter of 2017. GBI will continue to manufacture PhotoFix until we are able to fully establish manufacturing operations, which is expected to occur in 2018. |
Medafor Matters
Medafor Matters | 12 Months Ended |
Dec. 31, 2017 | |
Medafor Matters [Abstract] | |
Medafor Matters | 8 . Medafor Matters Investment in Medafor Common Stock In 2009 and 2010 we purchased shares of common stock in Medafor, a developer and supplier of plant based hemostatic agents. We initially recorded our investment using the cost method as a long-term asset, investment in equity securities, on our Consolidated Balance Sheets. On October 1, 2013 Bard (“Bard”), previously C. R. Bard, Inc. and its subsidiaries , now a wholly owned subsidiary of Becton, Dickinson and Company (“ BD”) and a developer, manufacturer, and marketer of medical technologies in the fields of vascular, urology, oncology, and surgical specialty products completed its acquisition of all outstanding shares of Medafor common stock. We received an initial payment of approximately $15.4 million in 2013, $530,000 in 2014, and $891,000 in 2015 for our 2.4 million shares of Medafor common stock. Legal Action In April 2014 we filed a declaratory judgment lawsuit against Bard, and its subsidiaries Davol, Inc. (“Davol”), and Medafor (collectively, “Defendants”), in the District Court for the District of Delaware (the “Court”) . We requested that the Court declare that our manufacture, use, offer for sale, and sale of PerClot in the U.S. does not, and would not, infringe BD’s U.S. Patent No. 6,060,461 (the “‘461 Patent”). In addition, we requested that the Court declare that the claims of the ‘461 Patent are invalid. We also requested injunctive relief and an award of attorneys’ fees. In August 2014 Medafor filed a counterclaim against us for infringement of the ‘461 Patent. In September 2014 Medafor filed a motion for a preliminary injunction, asking the Court to enjoin our marketing and sale of PerClot in the U.S. In March 2015 the Court ruled that our declaratory judgment lawsuit against Medafor may proceed but dismissed B ard from the lawsuit. The Court also granted Medafor’s motion for a preliminary injunction, which prohibited u s from marketing, selling, and distributing PerClot in the U.S. while the litigation proceeded. In March 2015 we ceased all marketing, sales, and distribution of PerClot in the U.S., including PerClot Topical, in accordance with the Court’s order. In April 2015 we appealed the Court’s ruling on the preliminary injunction motion to the U.S. Court of Appeals for the Federal Circuit. We dismissed this appeal in June 2015. On November 18, 2015, the lawsuit was resolved by entry by the 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 us 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 Court’s jurisdiction over the parties to enforce the resolution. |
Direct Sales In France
Direct Sales In France | 12 Months Ended |
Dec. 31, 2017 | |
Direct Sales In France [Abstract] | |
Direct Sales In France | 9. Direct Sales in France In June 2015 we signed a Business Transfer Agreement with our French distribution partner to facilitate an orderly transition to a direct sales model in France. In October 2015 we completed the acquisition of a portion of the business of our French distribution partner. We acquired in the transaction certain intangible assets, including commercial and business information, assignment of contracts, and a non-compete agreement with our former French distribution partner for a purchase price of €1.2 million or $1.3 million. During the third quarter of 2015 we established a wholly owned subsidiary in France, CryoLife France SAS, and certain members of the distributor’s sales team who were responsible for selling our products in France became employees of the our newly created subsidiary. |
Inventories And Deferred Preser
Inventories And Deferred Preservation Costs | 12 Months Ended |
Dec. 31, 2017 | |
Inventories And Deferred Preservation Costs [Abstract] | |
Inventories And Deferred Preservation Costs | 10 . Inventories and Deferred Preservation Costs Inventories at December 31, 2017 and 2016 are comprised of the following (in thousands): 2017 2016 Raw materials and supplies $ 16,328 $ 9,321 Work-in-process 5,504 3,321 Finished goods 24,852 13,651 Total inventories $ 46,684 $ 26,293 Deferred preservation costs at December 31, 2017 and 2016 are comprised of the following (in thousands): 2017 2016 Cardiac tissues $ 16,988 $ 15,768 Vascular tissues 18,683 14,920 Total deferred preservation costs $ 35,671 $ 30,688 We maintain consignment inventory of our On-X heart valves at domestic hospital locations and On-X heart valves and JOTEC products at international hospital locations to facilitate usage. We retain title to this consignment inventory until the device is implanted, at which time we invoice the hospital. As of December 31, 2017 we h ad $9.3 million in consignment inventory, with approximately 58% in domestic locations and 42% in foreign locations. As of December 31, 2016 we had $4.9 million in consignment inventory, with approximately 80% in domestic locations and 20% in foreign locations. |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Other Intangible Assets [Abstract] | |
Goodwill And Other Intangible Assets | 11. Goodwill and Other Intangible Assets Indefinite Lived Intangible Assets As of December 31, 2017 and 2016 the carrying values of our indefinite lived intangible assets are as follows (in thousands): 2017 2016 Goodwill $ 188,305 $ 78,294 In-process R&D 13,954 -- Procurement contracts and agreements 2,013 2,013 Trademarks 841 841 Based on our experience with similar agreements, we believe that our acquired procurement contracts and agreements have indefinite useful lives, as we expect to continue to renew these contracts for the foreseeable future. We believe that our trademarks have indefinite useful lives as we currently anticipate that these trademarks will contribute to our cash flows indefinitely. As of December 31, 2017 and 2016 the value of our goodwill, all of which is related to our Medical Devices segment, is as follows (in thousands): 2017 2016 Balance as of January 1, $ 78,294 $ 11,365 Goodwill from JOTEC acquisition 110,100 -- Goodwill from On-X acquisition -- 68,229 Goodwill allocated to sale of HeRO Graft product line -- (1,200) Goodwill allocated to sale of ProCol distribution rights and purchase option -- (100) Revaluation of goodwill denominated in foreign currency (89) -- Balance as of December 31, $ 188,305 $ 78,294 Definite Lived Intangible Assets As of December 31, 2017 and 2016 gross carrying values, accumulated amortization, and approximate amortization periods of our definite lived intangible assets are as follows (dollars in thousands): Gross Carrying Accumulated Amortization December 31, 2017 Value Amortization Period Acquired technology $ 139,045 8,685 11 – 22 Years Patents 3,612 2,819 17 Years Distribution and manufacturing rights and know-how 4,059 1,820 11 – 15 Years Customer lists and relationships 32,419 3,552 13 – 23 Years Other 1,439 1,076 3 Years Gross Carrying Accumulated Amortization December 31, 2016 Value Amortization Period Acquired technology $ 38,478 5,956 11 – 22 Years Patents 3,710 2,702 17 Years Distribution and manufacturing rights and know-how 4,059 1,532 11 – 15 Years Customer lists and relationships 29,140 2,141 13 – 22 Years Non-compete agreement 381 381 10 Years Other 1,262 531 3 Years The increase in gross carrying value of our intangible assets as of December 31, 2017 when compared to December 31, 2016 is primarily due to our acquisition JOTEC. See Note 4 for further discussion of the acquisition of JOTEC. Amortization Expense Amortization expense recorded in general, administrative, and marketing expenses on our Consolidated Statements of Operations and Comprehensive Income for the years ended December 31 is as follows (in thousands): 2017 2016 2015 Amortization expense $ 5,085 $ 4,426 $ 2,135 As of December 31, 2017 scheduled amortization of intangible assets for the next five years is as follows (in thousands): 2018 2019 2020 2021 2022 Total Amortization expense $ 10,810 $ 10,468 $ 10,304 $ 10,283 $ 9,755 $ 51,620 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | 12. Income Taxes Tax Cuts and Jobs Act of 2017 On December 22, 2017, the United States enacted tax reform legislation known as the H.R. 1, commonly referred to as the “Tax Cuts and Jobs Act” (the “Tax Act”), resulting in significant modifications to existing law. We have elected to follow the guidance in SEC Staff Accounting Bulletin 118 (“SAB 118”), which provides additional clarification regarding the application of ASC Topic 740 in situations where we do not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Act for the reporting period in which the Tax Act was enacted. SAB 118 provides for a measurement period beginning in the reporting period that includes the Tax Act’s enactment date and ending when we have obtained, prepared, and analyzed the information needed in order to complete the accounting requirements but in no circumstances should the measurement period extend beyond one year from the enactment date. We have estimated the accounting for the effects of the Tax Act to be included in our 2017 Consolidated Balance Sheets and Statements of Operations and Comprehensive Income, and, as a result, our financial statements for the year ended December 31, 2017 reflect these effects of the Tax Act as provisional based on a reasonable estimate of the income tax effects. We have recorded a one-time estimated deemed repatriation transition tax resulting in a nominal tax impact to us, based on the interplay of the transition tax and the foreign tax credit. The provisional amount is based on information currently available, including information from our recent acquisition of JOTEC. We continue to gather and analyze information, including historical adjustments to earnings and profits of foreign subsidiaries, in order to complete the accounting for the effects of the estimated transition tax. As a result of the Tax Act, we have also recorded a nominal tax benefit related to the remeasurement of domestic deferred tax assets and liabilities from 35% to 21% . We continue to analyze other impacts of the Tax Act, but the effects based on current information do not have a material impact on the financial statements for the year ended December 31, 2017. We intend to complete the necessary analysis within the measurement period. We expect the impact of the Tax Act may have a material impact on our effective income tax rate in future periods. We have provisionally elected to account for the global intangible low-taxed income (“GILTI”) tax in the period in which it is incurred, and therefore, have not provided any provisional deferred tax impacts of GILTI in its consolidated financial statements for the year ended December 31, 2017. Income Tax Expense Income before income taxes consists of the following (in thousands): 2017 2016 2015 Domestic $ 5,086 $ 17,874 $ 5,701 Foreign (1,525) 538 167 Income before income taxes $ 3,561 $ 18,412 $ 5,868 Income tax expense consists of the following (in thousands): 2017 2016 2015 Current: Federal $ 521 $ 3,948 $ 231 State 110 626 142 Foreign 460 353 160 1,091 4,927 533 Deferred: Federal (714) 2,836 1,011 State 70 (9) 319 Foreign (590) (120) -- (1,234) 2,707 1,330 Income tax (benefit) expense $ (143) $ 7,634 $ 1,863 Our income tax (benefit) expense in 2017 , 2016 , and 2015 included our federal, state, and foreign tax obligations. Our effective income tax rate was approximately -4% , 41% , and 32% for the years ended December 31, 2017 , 2016 , and 2015 , respectively. Our income tax rate for the twelve months ended December 31, 2017 was favorably affected by excess tax benefits on stock compensation and the research and development tax credit, offset by nondeductible transaction costs related to the JOTEC acquisition and nondeductible meals and entertainment expenses. The Company’s income tax rate for the twelve months ended December 31, 2016 was unfavorably impacted by the tax treatment of certain expenses related to the On-X acquisition, which had a larger impact on the tax rate in the first quarter of 2016, and by book/tax basis differences related to the HeRO Sale. Our 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 income tax expense amounts differ from the amounts computed by applying the U.S. federal statutory income tax rate of 34% for the year ended December 31, 2017 , 35% for the year ended December 31, 2016, and 34% for the year ended December 31, 2015 to pretax income as a result of the following (in thousands): 2017 2016 2015 Tax expense at statutory rate $ 1,211 $ 6,444 $ 1,995 Increase (reduction) in income taxes resulting from: Nondeductible transaction costs 1,676 908 -- State income taxes, net of federal benefit 212 531 499 Nondeductible loss on unit disposals -- 455 -- Nondeductible entertainment expenses 258 221 184 Foreign income taxes 364 130 118 Limitation of future deductibility of stock awards 145 - - -- Provision to return adjustments 96 29 122 State valuation allowance adjustment 54 (84) (19) Impact of Tax Cuts and Jobs Act (255) - - - - Equity compensation (2,664) 135 144 Net change in uncertain tax positions (67) (153) (869) Federal tax rate differential (100) -- -- Foreign tax credit (133) (178) (92) Unrealized income on investments (163) (111) 63 Domestic production activities deduction (174) (456) (87) Research and development credit (525) (296) (281) Other (78) 59 86 Total income tax (benefit) expense $ (143) $ 7,634 $ 1,863 Deferred Taxes We generate deferred tax assets primarily as a result of write-downs of inventory and deferred preservation costs; accruals for product and tissue processing liability claims; asset impairments; stock compensation, and net operating losses. We acquired significant deferred tax assets, primarily net operating losses, from our acquisitions of JOTEC in 2017, On-X in 2016, Hemosphere in 2012, and Cardiogenesis in 2011. We recorded significant deferred tax liabilities in 2017 and 2016 related to the intangible assets acquired in the JOTEC and On-X acquisitions, respectively. The tax effects of temporary differences which give rise to deferred tax assets and liabilities at December 31 are as follows (in thousands): 2017 2016 Deferred tax assets: Allowance for bad debts $ 101 $ 208 Inventory and deferred preservation costs write-downs 570 708 Investment in equity securities 36 58 Property -- 1,780 Intangible assets 1,306 2,034 Accrued expenses 4,719 4,215 Loss carryforwards 8,369 8,760 Credit carryforwards 771 1,001 Stock compensation 2,213 3,678 Transaction costs -- 122 Deferred compensation 1,010 973 UNICAP 390 371 Tax benefit of tax reserves 229 333 Other 402 409 Less valuation allowance (2,469) (2,157) Total deferred tax assets 17,647 22,493 2017 2016 Deferred tax liabilities: Prepaid items (285) (436) Intangible assets (43,647) (21,665) Property (1,632) -- Other (904) (399) Total deferred tax liabilities (46,468) (22,500) Total net deferred tax liabilities $ (28,821) $ (7) As of December 31, 2017 we maintained a total of $ 2.5 million in valuation allowances against deferred tax assets, related primarily to state net operating loss carryforwards, and a net deferred tax liability of $28.8 million. As of December 31, 2016 we maintained a total of $ 2.2 million in valuation allowances against deferred tax assets, related to state net operating loss carryforwards, and a net deferred tax liability of $7,000 . As of December 31, 2017 we had approximately $3.4 million tax-effected federal net operating loss carryforwards related to the acquisitions of Cardiogenesis and Hemosphere that will begin to expire in 2018 , $2.8 million of tax-effected state net operating loss carryforwards, that will begin to expire in 2022 , $2.2 million of foreign net operating loss carryforwards related to the acquisition of JOTEC that do not expire, $490,000 in research and development tax credit carryforwards that begin to expire in 2022 , and $164,000 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 our uncertain tax position liability, excluding interest and penalties, is as follows (in thousands): 2017 2016 2015 Beginning balance $ 3,390 $ 969 $ 1,437 Increases related to current year tax positions 143 86 103 Increases related to prior year tax positions 1,155 2,668 403 Decreases related to prior year tax positions (106) (40) (70) Decreases related to settlements -- (66) -- Decreases due to the lapsing of statutes of limitations (254) (227) (904) Ending balance $ 4,328 $ 3,390 $ 969 A reconciliation of the beginning and ending balances of our liability for interest and penalties on uncertain tax positions is as follows (in thousands): 2017 2016 2015 Beginning balance $ 208 $ 210 $ 366 Accrual of interest and penalties 169 92 50 Decreases related to prior year tax positions (62) (94) (206) Ending balance $ 315 $ 208 $ 210 As of December 31, 2017 our uncertain tax liability, including interest and penalties, of $4.6 million, was recorded as a reduction to deferred tax assets of $146,000 , and a non-current liability of $4.5 million on our Consolidated Balance Sheets. The uncertain tax position increase related to prior year tax positions is primarily due to our preliminary analysis of positions taken by JOTEC on tax returns in prior years. As of December 31, 2016 our total uncertain tax liability, including interest and penalties of $3.6 million, was recorded as a reduction to deferred tax assets of $234,000 , and a non-current liability of $3.4 million on our Consolidated Balance Sheets, all of which, except for the portion related to interest and penalties, is expected to impact our tax rate when recognized. We believe it is reasonably possible that approximately $817,000 of our uncertain tax liability will be recognized in 2018 due to settlement with various taxing authorities and the lapsing of various federal and state statutes of limitations , of this amount approximately $433,000 would affect the tax rate. Other Our tax years 2014 through 2016 generally remain open to examination by the major taxing jurisdictions to which we are subject. However, certain returns from years prior to 2014, 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, 2017 | |
Debt [Abstract] | |
Debt | 13. Debt Credit Agreement On December 1, 2017, we entered into a c redit and g uaranty a greement for a new $255.0 million senior secured credit facility, consisting of a $225.0 million secured term loan facility (the “Term Loan Facility”) and a $30.0 million secured revolving credit facility (“the Revolving Credit Facility” a nd, together with the Term Loan Facility, the “Credit Agreement”). We and each of our existing domestic subsidiaries (subject to certain exceptions and exclusions) guarantee the obligations under the Credit Agreement (the “Guarantors”). The Credit Agreement is secured by a security interest in substantially all existing and after-acquired real and personal property (subject to certain exceptions and exclusions) of us and the Guarantors. On December 1, 2017, we borrowed the entire $225.0 million Term Loan Facility . The proceeds of the Term Loan Facility were used along with cash on hand and shares of CryoLife common stock to (i) fund the previously announced acquisition of JOTEC and its subsidiaries (the “Acquisition”), (ii) pay certain fees and expenses related to the Acquisition and the Credit Agreement and (iii) pay the outstanding balance of our existing credit facility under the Amended Debt Agreement. The Revolving Credit Facility is undrawn following the Acquisition and may be used for working capital, capital expenditures, acquisitions permitted under the Credit Agreement, and other general corporate purposes pursuant to the terms of the Credit Agreement. Loans under the Term Loan Facility are repayable on a quarterly basis according to the amortization provisions set forth in the Credit Agreement. We have the right to prepay loans under the Credit Agreement in whole or in part at any time. Amounts repaid in respect of loans under the Term Loan Facility may not be reborrowed. Amounts repaid in respect of loans under the Revolving Credit Facility may be reborrowed. All outstanding principal and interest in respect of (i) the Term Loan Facility must be repaid on or before December 1, 2024 and (ii) the Revolving Credit Facility must be repaid on or before December 1, 2022 . The loans under the Term Loan Facility bear interest, at our option, at a floating annual rate equal to either, the base rate plus a margin of 3.00% , or LIBOR plus a margin of 4.00% . The loans under the Revolving Credit Facility bear interest, at our option, at a floating annual rate equal to either the base rate plus a margin of between 3.00% and 3.25% , depending on our consolidated leverage ratio, or LIBOR plus a margin of between 4.00% and 4.25% , depending on our consolidated leverage ratio. While a payment or bankruptcy event of default exists, we are obligated to pay a per annum default rate of interest of 2.00% in excess of the interest rate otherwise payable with respect to the overdue principal amount of any loans outstanding and overdue interest payments and other overdue fees and amounts. As of December 31, 2017 the aggregate interest rate was 5.36% . We were obligated to pay an unused commitment fee equal to 0.50% of the un-utilized portion of the revolving loans. In addition, we are also obligated to pay other customary fees for a credit facility of this size and type. The Credit Agreement contains certain customary affirmative and negative covenants, including covenants that limit our ability, and the ability of our subsidiaries to, among other things, grant liens, incur debt, dispose of assets, make loans and investments, make acquisitions, make certain restricted payments, merge or consolidate, change their business or accounting or reporting practices, in each case subject to customary exceptions for a credit facility of this size and type. In addition, with respect to the Revolving Credit Facility, when the principal amount of loans outstanding thereunder is in excess of 25% of the Revolving Credit Facility, the Credit Agreement requires us to comply with a specified maximum first lien net leverage ratio. The Credit Agreement prohibits the payment of certain restricted payments, including cash dividends. The Credit Agreement includes certain customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, breach of covenants, cross-default to certain material indebtedness, bankruptcy and insolvency and change of control. Upon the occurrence and during the continuance of an event of default, the lenders may declare all outstanding principal and accrued but unpaid interest under the Credit Agreement immediately due and payable and may exercise the other rights and remedies provided under the Credit Agreement and related loan documents. Government Supported Bank Debt In June 2015, JOTEC GmbH obtained two loans of Sparkasse Zollernalb, which are government sponsored by the Kreditanstalt für Wiederaufbau Bank (KFW). Both KFW loans have a term of 9 years and the interest rates are 2.45% and 1.4% . Amended Debt Agreement In connection with the closing of the On-X acquisition on January 20, 2016 we and certain of our subsidiaries entered into the Third Amended and Restated Credit Agreement (“Amended Debt Agreement”) with Capital One, National Association, who acquired GE Capital’s Healthcare Financial Services lending business in late 2015. The designated credit parties were Healthcare Financial Solutions, LLC; Fifth Third Bank; and Citizens Bank, National Association, collectively the (“Lending Parties”). The Amended Debt Agreement amended and restated the prior GE Credit Agreement and provided us with a senior secured credit facility in an aggregate principal amount of $95 million, which included 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 and was set to mature on January 20, 2021 . We and our domestic subsidiaries, subject to certain exceptions and exclusions, had guaranteed the obligations of the Amended Debt Agreement. Borrowings under the Amended Debt Agreement were secured by substantially all of our real and personal property. As of December 31, 2016 the aggregate interest rate was 3.50% . We were obligated to pay an unused commitment fee equal to 0.50% of the un-utilized portion of the revolving loans. In addition, we are also obligated to pay other customary fees for a credit facility of this size and type. The Amended Debt Agreement prohibited us from exceeding a maximum consolidated leverage ratio during the term of the Amended Debt Agreement and requires us to maintain a minimum interest coverage ratio. In addition, the Amended Debt Agreement contained certain customary affirmative and negative covenants, including covenants that limit our ability, and the ability of our subsidiaries that 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; and change their business and accounting or reporting practices, in each case subject to customary exceptions for a credit facility of this size and type. As of December 31, 2017 and 2016 the balance of the term loan under the amended debt agreement was zero and $67.0 million. The short-term and long-term balances of our term loans are as follows (in thousands): As of December 31, 2017 2016 Term loan balance $ 225,000 $ 73,594 2.45% Sparkasse Zollernalb (KFW Loan 1) 2,312 -- 1.4% Sparkasse Zollernalb (KFW Loan 2) 1,657 -- Total loan Balance 228,969 73,594 Less unamortized loan origination costs (10,015) (2,020) Total borrowed 218,954 71,574 Less short-term loan balance (718) (4,562) Long-term loan balance $ 218,236 $ 67,012 At December 31, 2017 the aggregate maturities of long-term debt for the next five years is as follows (in thousands): 2018 2019 2020 2021 2022 Thereafter Total Maturities $ 2,814 $ 2,813 $ 2,813 $ 2,814 $ 2,813 $ 214,902 $ 228,969 Our aggregate maturity schedule is subject to change due to a provision within the Credit Agreement that requires us to make annual prepayments based on an excess cash flow calculation. Interest Total interest expense was $4.9 million and $3.0 million in 2017 a nd 2016 , respectively, and a favorable $62,000 in 2015 . Interest expense was favorable in 2015 due to the reversal of accrued interest on uncertain tax positions as discussed in Note 12 above. Interest expense includes interest on debt and uncertain tax positions in all periods. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 14 . Commitments and Contingencies Leases Our operating and capital lease obligations result from the lease of land and buildings that comprise our corporate headquarters and various manufacturing facilities, leases related to additional manufacturing, office, and warehouse space, leases on Company vehicles, and leases on a variety of office and other equipment. We had deferred rent obligations of $2.9 million and $2.4 million as of December 31, 2017 and 2016 , respectively, primarily related to the lease on our corporate headquarters, which expires in 2022 . Total rental expense for operating leases was $4.9 million in 2017 , $4.3 million in 2016 , and $3.4 million in 2015 . The increase in rent expense in 2017 is due to the acquisition and our lease of equipment and manufacturing, warehouse, and office space in Hechingen, Germany. The increase in rent expense in 2016 is due to the acquisition of On-X and our lease for manufacturing, warehouse, and office space in Austin, T exas . We began subleasing some of our additional office space late in December 2016 and earned $564,000 of sublease income in 2017 and nominal sublease income in 2016. Future minimum lease payments and sublease rental income are as follows (in thousands): Capital Operating Sublease Leases Leases Income 2018 $ 1,034 $ 5,927 $ 512 2019 1,061 6,231 525 2020 874 5,098 538 2021 838 4,249 552 2022 781 2,038 -- Thereafter 6,243 5,301 -- Total minimum lease payments $ 10,831 $ 28,844 $ 2,127 Less amount representing interest 3,415 Present value of net minimum lease payments 7,416 Less current maturities 580 Capital lease obligations, less current maturities $ 6,836 Assets acquired under capital leases are as follows (in thousands): Gross Carrying Accumulated Value Amortization NBV Equipment $ 1,306 $ 594 $ 712 Leasehold improvements 6,908 256 6,652 Total $ 8,214 $ 850 $ 7,364 Liability Claims At December 31, 2017 and 2016 our unreported loss liability was $1.8 million and $1.5 million, respectively. As of December 31, 2017 and 2016 , the related insurance recoverable amounts were $692,000 and $626,000 , respectively. We accrue our estimate of unreported product and tissue processing liability claims as other long ‑term liabilities and record the related recoverable insurance amounts as other long ‑term assets. Further analysis indicated that the liability as of December 31, 2017 could be estimated to be as high as $2.9 million, after including a reasonable margin for statistical fluctuations calculated based on actuarial simulation techniques. Employment Agreements In July 2014 our Board of Directors appointed Mr. James P. Mackin as President and Chief Executive Officer (“CEO”), and we and Mr. Mackin entered into an employment agreement, which became effective September 2, 2014. The employment agreement has an initial three -year term. Beginning on the second anniversary of the effective date, and subject to earlier termination pursuant to the agreement, the employment term will, on a daily basis, automatically extend by one day. The agreement provides for a severance payment, which would become payable upon the occurrence of certain employment termination events, including termination by us without cause. The employment agreement of our 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. On April 9, 2015 Mr. Anderson retired from service as our employee and Chair of our Board of Directors, and entered into a separation agreement with us. We recorded expense s of approximately $1.4 million related to Mr. Anderson’s separation agreement in the second quarter of 2015. We had remaining obligations due under Mr. Anderson’s separation agreement of $77,000 and $83,000 as of December 31, 2017 and December 31, 2016 , respectively. PerClot Technology On September 28, 2010 we entered into a worldwide distribution agreement (the “Distribution Agreement”) and a license and manufacturing agreement (the “License Agreement”) with Starch Medical, Inc. (“ SMI”), for PerClot, a polysaccharide hemostatic agent used in surgery. The Distribution Agreement has a term of 15 years, but we can terminate it for any reason before the expiration date by providing 180 days’ notice. The Distribution Agreement also contains minimum purchase requirements that expire upon the termination of the Distribution Agreement or following U.S. regulatory approval for PerClot. Separate and apart from the terms of the Distribution Agreement, pursuant to the License Agreement, as amended by a September 2, 2011 technology transfer agreement, we can manufacture and sell PerClot, assuming appropriate regulatory approvals, in the U.S. and certain other jurisdictions and may be required to pay royalties to SMI at certain rates on net revenues of products. We paid $500,000 to SMI in January 2015 related to the achievement of a contingent milestone. We may make additional contingent payments to SMI of up to $1.0 million if certain U.S. regulatory and certain commercial milestones are achieved. We are conducting our pivotal clinical trial to gain approval to commercialize PerClot for surgical indications in the U.S. We resumed enrollment into the PerClot U.S. clinical trial in the fourth quarter of 2016, and assuming enrollment proceeds as anticipated, we could receive Premarket Approval (“PMA”) from the U.S. Food and Drug Administ ration (“FDA”) in the second half of 2019 . As of December 31, 2017 we had $1.5 million in prepaid royaltie s, $2.6 million in net intangible assets, and $1.4 million in property and equipment, net on our Consolidated Balance Sheets related to the PerClot product line. If we do not ultimately pursue or receive FDA approval to commercialize PerClot in the U.S., these assets could be materially impaired in future periods. |
Cash Dividends
Cash Dividends | 12 Months Ended |
Dec. 31, 2017 | |
Cash Dividends [Abstract] | |
Cash Dividends | 15. Cash Dividends We initiated a cash dividend in the third quarter of 2012 and paid the dividend quarterly until our Board of Directors discontinued dividend payments for the foreseeable future in December 2015. We paid dividend payments of $3.4 million from cash on hand for the year ended December 31, 2015 . The dividend payments were recorded as a reduction to retained earnings on our Consolidated Balance Sheet. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | 16. Employee Benefit Plans 401(k) Plan We have a 401(k) savings plan (“401(k) Plan”) providing retirement benefits to all employees who have completed at least three months of service. We made matching contributions of 100% of each participant's contribution for up to 3% of each participant’s salary in 2017. We made matching contributions of 40% of each participant's contribution for up to 5% of each participant’s salary in 2016 and 2015. Our contributions approximated $1.4 million, $750,000 , and $573,000 for the years ended 2017 , 2016 , and 2015 , respectively. The increase in expenses in 2017 was primarily due to the increase in our matching contribution. The increase in expenses in 2016 was due, in part, to the addition of participants related to the acquisition of On-X. Additionally, we may make discretionary contributions to the 401(k) Plan; however, no discretionary contributions were made in any of the past three years. Deferred Compensation Plan On January 1, 2011 we initiated a nonqualified Deferred Compensation Plan (“Deferred Plan”). The Deferred Plan allows certain or our employees to defer receipt of a portion of their salary and cash bonus. The Deferred Plan provides for tax-deferred growth of deferred compensation. Pursuant to the terms of the Deferred Plan, we agree to return the deferred amounts plus gains and losses, based on investment fund options chosen by each respective participant, to the plan participants upon distribution. All deferred amounts and deemed earnings thereon are vested at all times. We have no current plans to match any contributions. Amounts owed to plan participants are unsecured obligations of the Company. We have established a rabbi trust in which it will make contributions to fund our obligations under the Deferred Plan. Pursuant to the terms of the trust, we will be required to make contributions each year to fully match our obligations under the Deferred Plan. The trust’s funds are primarily invested in Company Owned Life Insurance (“COLI”), and we plan to hold the policies until the deaths of the insured. Our deferred compensation liabilities are recorded as a component of other current liabilities or long-term deferred compensation liabilities, as appropriate, based on anticipated distribution dates. The cash surrender value of COLI is recorded in other long-term assets. Changes in the value of participant accounts and changes in the cash surrender value of COLI are recorded as part of our operating expenses and are subject to our normal allocation of expenses to inventory and deferred preservation costs. |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Stock Compensation [Abstract] | |
Stock Compensation | 17. Stock Compensation Overview We are currently authorized to grant and ha ve available for grant the following number of shares under our stock plans as of December 31, 2017 and 2016 : Authorized Available for Grant Plan Shares 2017 2016 1996 Discounted Employee Stock Purchase Plan, as amended 1,900,000 377,000 469,000 2009 Equity and Cash Incentive Plan 7,100,000 1,422,000 2,194,000 Total 9,000,000 1,799,000 2,663,000 Upon the exercise of stock options or grants of RSAs, PSAs, RSUs, or PSUs, we may issue the required shares out of authorized but unissued common stock or out of treasury stock, at our discretion. Stock Awards In 2017 the Compensation Committee of our Board of Directors (the “Committee”) authorized awards from approved stock incentive plans of RSAs to non-employee directors, RSUs to certain employees, and RSAs and PSUs to certain Company officers, which, counting PSUs at target levels, together totaled 426,000 shares and had an aggregate grant date market value of $7.1 million. The PSUs granted in 2017 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 2016 was based on attaining specified levels of adjusted EBITDA, adjusted inventory levels, and adjusted trade accounts receivable days’ sales outstanding, each as defined in the PSU grant documents, for the 2016 calendar year. The PSUs granted in 2017 earned 92% of the target number of shares. In 2016 the Committee authorized awards from approved stock incentive plans of RSAs to non-employee Directors, RSUs to certain employees, and RSAs and PSUs to certain Company officers, which, counting PSUs at target levels, together totaled 490,000 shares of common stock and had an aggregate grant date market value of $5.5 million. The PSUs granted in 2016 earned approximately 142% of the target number of shares. In 2015 the Committee authorized awards from approved stock incentive plans of RSAs to non-employee Directors, RSUs to certain employees, and RSAs, PSAs, and PSUs to certain Company officers, which, counting PSUs at target levels, together totaled 405,000 shares of common stock and had an aggregate market value of $4.3 million. The PSUs granted in 2015 earned approximately 127% of the target number of shares. A summary of stock grant activity for the years ended December 31, 2017 , 2016 , and 2015 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, 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 Granted 216,000 10.84 Vested (138,000) 7.92 Forfeited -- -- Unvested at December 31, 2016 392,000 10.64 Granted 138,000 17.00 Vested (129,000) 10.84 Forfeited (18,000) 11.78 Unvested at December 31, 2017 383,000 12.81 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 Granted -- -- Vested -- -- Forfeited -- -- Unvested at December 31, 2016 250,000 10.18 Granted -- -- Vested (250,000) 10.18 Forfeited -- -- Unvested at December 31, 2017 - -- Weighted Average Remaining Aggregate Contractual Intrinsic RSUs Shares Term in years Value Unvested at December 31, 2014 61,000 1.21 $ 687,000 Granted 88,000 Vested (36,000) Forfeited (10,000) Unvested at December 31, 2015 103,000 1.17 1,110,000 Granted 146,000 Vested (44,000) Forfeited (27,000) Unvested at December 31, 2016 178,000 1.24 3,405,000 Granted 196,000 Vested (64,000) Forfeited (24,000) Unvested at December 31, 2017 286,000 1.26 5,477,000 Vested and expected to vest 286,000 1.26 $ 5,477,000 Weighted Average Remaining Aggregate Contractual Intrinsic PSUs Shares Term in years Value Unvested at December 31, 2014 257,000 0.73 $ 2,907,000 Granted 125,000 Vested (139,000) Forfeited (108,000) Unvested at December 31, 2015 135,000 0.74 1,455,000 Granted 144,000 Vested (83,000) Forfeited (8,000) Unvested at December 31, 2016 188,000 0.77 3,603,000 Granted 126,000 Vested (128,000) Forfeited (17,000) Unvested at December 31, 2017 169,000 0.71 3,236,000 Vested and expected to vest 169,000 0.71 $ 3,236,000 During the years ended December 31, 2017 , 2016 , and 2015 , the total fair value of $11.1 million, $2.9 million, and $4.8 million , respectively, in combined RSAs, PSAs, RSUs, and PSUs vested. Stock Options The Compensation Committee of our Board of Directors authorized grants of stock options from approved stock incentive plans to certain Company officers and employees totaling 260,000 , 387,000 , and 328,000 shares in 2017 , 2016 , and 2015 , respectively, with exercise prices equal to the stock prices on the respective grant dates. A summary of our stock option activity for the years ended December 31, 2017 , 2016 , and 2015 is as follows: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Shares Exercise Price Term in years Value 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 Granted 387,000 10.34 Exercised (372,000) 5.60 Forfeited -- -- Expired -- -- Outstanding at December 31, 2016 1,911,000 8.59 3.55 20,179,000 Granted 260,000 16.30 Exercised (394,000) 6.30 Forfeited (31,000) 12.47 Expired (5,000) 7.01 Outstanding at December 31, 2017 1,741,000 10.19 3.64 15,598,000 Vested and expected to vest 1,741,000 $ 10.19 3.64 $ 15,598,000 Exercisable at December 31, 2017 1,167,000 $ 8.81 2.76 $ 12,057,000 Other information concerning stock options for the years ended December 31 is as follows: 2017 2016 2015 Weighted-average fair value of options granted $ 5.97 $ 3.68 $ 3.82 Intrinsic value of options exercised 4,748,000 2,422,000 761,000 Employees purchased common stock totaling 93,000 , 90,000 , and 78,000 shares in 2017 , 2016 , and 2015 , respectively, through our ESPP. Stock Compensation Expense The following weighted ‑average assumptions were used to determine the fair value of options: 2017 2016 2015 Stock ESPP Stock ESPP Stock ESPP Options Options Options Options Options Options Expected life of options 4.75 Years 0.5 Years 4.75 Years 0.5 Years 4.5 Years 0.5 Years Expected stock price volatility 0.40 0.39 0.40 0.30 0.44 0.32 Dividend yield --% --% --% --% 1.12% 1.06% Risk-free interest rate 1.87% 0.85% 1.20% 0.43% 1.41% 0.12% The following table summarizes stock compensation expense (in thousands): 2017 2016 2015 RSA, PSA, RSU, and PSU expense $ 5,335 $ 4,966 $ 3,955 Stock option and ESPP option expense 1,978 1,636 1,371 Total stock compensation expense $ 7,313 $ 6,602 $ 5,326 Included in the total stock compensation expense, as applicable in each period, were expenses related to RSAs, PSAs, RSUs, PSUs, and stock options issued in each respective year, as well as those issued in prior periods that continue to vest during the period, and compensation related to our ESPP. These amounts were recorded as stock compensation expense and were subject to or normal allocation of expenses to inventory costs and deferred preservation costs. We capitalized $394,000 , $274,000 and $237,000 in the years ended December 31, 2017 , 2016 , and 2015 , respectively, of the stock compensation expense into our inventory costs and deferred preservation costs. As of December 31, 2017 we had total unrecognized compensation costs of $6.1 million related to RSAs, PSAs, RSUs, and PSUs and $1.6 million related to unvested stock options. As of December 31, 2017 this expense is expected to be recognized over a weighted-average period of 1.9 years for RSUs, 1.5 years for stock options, 1.1 years for RSAs, and 0.7 years for PSUs. |
Income Per Common Share
Income Per Common Share | 12 Months Ended |
Dec. 31, 2017 | |
Income Per Common Share [Abstract] | |
Income Per Common Share | 1 8 . 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 2017 2016 2015 Net income $ 3,704 $ 10,778 $ 4,005 Net income allocated to participating securities (63) (208) (87) Net income allocated to common shareholders $ 3,641 $ 10,570 $ 3,918 Basic weighted-average common shares outstanding 33,008 31,855 27,744 Basic income per common share $ 0.11 $ 0.33 $ 0.14 Diluted income per common share 2017 2016 2015 Net income $ 3,704 $ 10,778 $ 4,005 Net income allocated to participating securities (61) (202) (87) Net income allocated to common shareholders $ 3,643 $ 10,576 $ 3,918 Basic weighted-average common shares outstanding 33,008 31,855 27,744 Effect of dilutive options and awards a 1,155 967 798 Diluted weighted-average common shares outstanding 34,163 32,822 28,542 Diluted income per common share $ 0.11 $ 0.32 $ 0.14 a We excluded stock options from the calculation of diluted weighted-average common shares outstanding if the per share value, including the sum of (i) the exercise price of the options and (ii) the amount of the compensation cost attributed to future services and not yet recognized, was greater than the average market price of the shares, because the inclusion of these stock options would be antidilutive to income per common share. Accordingly, stock options to purchase 227,000 , 1,000 , and 710,000 shares for the years ended December 31, 2017 , 2016 , and 2015 , 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, 2017 | |
Transactions With Related Parties [Abstract] | |
Transactions With Related Parties | 19. Transactions with Related Parties A member of our Board of Directors and a shareholder of the Company is an employee of an investment banking services company. On January 20, 2016 we acquired On-X. The investment banking company represented On-X , not us, in that acquisition, for which that investment banking services company earned $3.0 million in fees upon the close of the acquisition. We paid these fees directly to the investment banking company on behalf of On-X from the acquisition sales proceeds otherwise due On-X shareholders . A member of our 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 $133,000 , $316,000 , and $329,000 for us in 2017 , 2016 , and 2015 , respectively. Additionally, the son of this member of our Board of Directors receives a retainer for performing heart and lung transplants from a medical center that generated product and preservation services revenues of $793,000 , $479,000 , and $617,000 for us in 2017 , 2016 , and 2015 , respectively. We expensed $34,000 , $39,000 , and $35,000 in 2017 , 2016 , and 2015 , respectively, relating to supplies for clinical trials purchased from a company whose former Chief Financial Officer is a member of the Company's Board of Directors and a shareholder of the Company. We expensed $53,000 , $44,000 , and $43,000 in 2017 , 2016, and 2015, respectively, relating to membership fees to a medical device trade association where our President and CEO is a current member of the Board of Directors. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Information [Abstract] | |
Segment Information | 20 . Segment and Geographic Information We have two reportable segments organized according to our products and services: Medical Devices and Preservation Services. The Medical Devices segment includes external revenues from product sales of BioGlue, BioFoam, On-X products, JOTEC products, CardioGenesis cardiac laser therapy, PerClot, PhotoFix, HeRO Graft through the second quarter of 2016, and ProCol through the date of the sale of the ProCol product line in the first quarter of 2016. The Preservation Services segment includes external services revenues from the preservation of cardiac and vascular tissues. There are no intersegment revenues. The primary measure of segment performance, as viewed by our management, is segment gross margin, or net external revenues less cost of products and preservation services. We do not segregate assets by segment; therefore, asset information is excluded from the segment disclosures below. The following table summarizes revenues, cost of products and preservation services, and gross margins for our operating segments (in thousands): 2017 2016 2015 Revenues: Medical devices $ 119,631 $ 113,992 $ 83,081 Preservation services 70,071 66,388 62,817 Total revenues 189,702 180,380 145,898 Cost of products and preservation services: Medical devices 29,798 28,033 18,663 Preservation services 31,262 33,448 36,516 Total cost of products and preservation services 61,060 61,481 55,179 Gross margin: Medical devices 89,833 85,959 64,418 Preservation services 38,809 32,940 26,301 Total gross margin $ 128,642 $ 118,899 $ 90,719 Net revenues by product for the years ended December 31, 2017 , 2016 , and 2015 were as follows (in thousands): 2017 2016 2015 Products: BioGlue and BioFoam $ 65,939 $ 63,461 $ 59,332 On-X 37,041 34,232 -- JOTEC 4,136 -- -- CardioGenesis cardiac laser therapy 6,866 7,864 9,419 PerClot 3,533 4,021 4,083 PhotoFix 2,116 1,871 1,396 HeRO Graft -- 2,325 7,546 ProCol -- 218 1,305 Total products 119,631 113,992 83,081 Preservation services: Cardiac tissue 32,510 29,697 28,059 Vascular tissue 37,561 36,691 34,758 Total preservation services 70,071 66,388 62,817 Total revenues $ 189,702 $ 180,380 $ 145,898 Net revenues by geographic location attributed to countries based on the location of the customer for the years ended December 31, 2017 , 2016 , and 2015 were as follows (in thousands): 2017 2016 2015 U.S. $ 135,102 $ 131,727 $ 114,978 International 54,600 48,653 30,920 Total revenues $ 189,702 $ 180,380 $ 145,898 At December 31, 2017 and 2016 60% and 99%, respectively, of our long ‑lived assets were held in the U.S., where the corporate headquarters and a portion of our manufacturing facilities are located. At December 31, 2017 $13.3 million of our long-lived assets were located internationally, of which 99% were located in Hechingen, Germany. At December 31, 2017 and 2016 $ 188.3 million an d $78.3 million, respectively , of our goodwill was allocated entirely to our Medical Devices segment. |
Selected Quarterly Financial In
Selected Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2017 | |
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: 2017 $ 45,059 $ 47,818 $ 43,999 $ 52,826 * 2016 43,016 ** 47,083 ** 45,252 ** 45,029 ** 2015 33,831 35,526 36,703 39,838 GROSS MARGIN: 2017 $ 29,512 $ 32,905 $ 29,862 $ 36,363 * 2016 27,621 ** 30,301 ** 29,782 ** 31,195 ** 2015 19,667 21,554 22,982 26,516 NET INCOME (LOSS): 2017 $ 2,223 $ 3,163 $ 1,325 $ (3,007) * 2016 2,541 ** 2,347 ** 2,993 ** 2,897 ** 2015 (274) (502) 2,145 2,636 INCOME (LOSS) PER COMMON SHARE—DILUTED: 2017 $ 0.06 $ 0.09 $ 0.04 $ (0.09) * 2016 0.08 ** 0.07 ** 0.09 ** 0.09 ** 2015 (0.01) (0.02) 0.07 0.09 * In December 2017 we completed our acquisition of JOTEC, which is also being operated as a wholly owned subsidiary of CryoLife. ** In January 2016 we completed our acquisition of On-X Life Technologies Holdings, Inc., which is being operated as a wholly owned subsidiary of CryoLife. In 2016 we also sold our HeRO Graft product line and our ProCol product line , and ceased sales of these products during 2016. |
Summary Of Significant Accoun29
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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 the manufacturing, processing, and distribution of medical devices and implantable human tissues used in cardiac and vascular surgical procedures focused on aortic repair. Our medical devices and processed tissues primarily include four product families: BioGlue ® Surgical Adhesive (“BioGlue”); On-X mechanical heart valves and surgical products; JOTEC endovascular and surgical products; and cardiac and vascular human tissues including the CryoValve ® SG pulmonary heart valve (“CryoValve SGPV”) and the CryoPatch ® SG pulmonary cardiac patch (“CryoPatch SG”), both of which are processed using our proprietary SynerGraft ® technology. |
Principles Of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Translation Of Foreign Currencies | Translation of Foreign Currencies Our revenues and expenses transacted in foreign currencies are translated as they occur at exchange rates in effect at the time of each transaction. Realized gains and losses on foreign currency transactions are recorded as a component of other (income) expense, net on our Consolidated Statements of Operations and Comprehensive Income. Our assets and liabilities denominated in foreign currencies are translated at the exchange rate in effect as of the balance sheet date and are recorded as a separate component of accumulated other comprehensive income (loss) in the shareholders' equity section of our Consolidated Balance Sheets. |
Use Of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Estimates and assumptions are used when accounting for investments, allowance for doubtful accounts, inventory, 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, On-X products, JOTEC products, CardioGenesis cardiac laser therapy, PerClot ® , PhotoFix TM and other medical devices, are typically recognized at the time the product is shipped, at which time title passes to the customer, and there are no further performance obligations. Revenues from consignment are recognized when the medical device is implanted. We recognize revenues for preservation services when services are completed and tissue is shipped to the customer. Revenues from upfront licensing agreements are recognized ratably over the period we expect to fulfill our obligations. Revenues from the sale of laser consoles are considered multiple element arrangements, and such revenues are allocated to the elements of the sale. We allocate revenues based primarily on the revenue these individual elements would generate if sold separately. Revenues from the sales of domestic laser consoles 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 our advertising are expensed as incurred and are classified as general, administrative, and marketing expenses. We record the cost to print or copy certain sales materials as a prepaid expense and amortize these costs as an advertising expense over the period they are expected to be used, typically six months to one year. The total amount of advertising expense included in our Consolidated Statements of Operations and Comprehensive Income was $606,000 , $384,000 , and $521,000 for the years ended December 31, 2017 , 2016 , and 2015 , respectively. |
Stock-Based Compensation | Stock ‑Based Compensation We have stock option and stock incentive plans for employees and non-employee Directors that provide for grants of restricted stock awards (“RSA”s), performance stock awards (“PSA”s), restricted stock units (“RSU”s), performance stock units (“PSU”s), and options to purchase shares of our common stock at exercise prices generally equal to the fair values of such stock at the dates of grant. We also maintain a shareholder approved Employee Stock Purchase Plan (the “ESPP”) for the benefit of our employees. The ESPP allows eligible employees the right to purchase common stock on a regular basis at the lower of 85% of the market price at the beginning or end of each offering period. The RSAs, PSAs, RSUs, PSUs, and stock options granted by us typically vest over a one to three -year period. The stock options granted by us typically expire within seven years of the grant date. We value our RSAs, PSAs, RSUs, and PSUs based on the stock price on the date of grant. We expense the related compensation cost of RSAs, PSAs, and RSUs using the straight-line method over the vesting period. We expense the related compensation cost of PSUs based on the number of shares expected to be issued, if achievement of the performance component is probable, using a straight-line method over each vesting tranche of the award. The amount of compensation costs expensed related to PSUs is adjusted as needed if we deem that achievement of the performance component is no longer probable, or if our expectation of the number of shares to be issued changes. We use a Black-Scholes model to value our stock option grants and expense the related compensation cost using the straight-line method over the vesting period. The fair value of our ESPP options is also determined using a Black-Scholes model and is expensed over the vesting period. The fair value of stock options and ESPP options is determined on the grant date using assumptions for the expected term, volatility, dividend yield, and the risk-free interest rate. The expected term is primarily based on the contractual term of the option and our data related to historic exercise and post-vesting forfeiture patterns, which is adjusted based on our expectations of future results. Our anticipated volatility level is primarily based on the historic volatility of our common stock, adjusted to remove the effects of certain periods of unusual volatility not expected to recur, and adjusted based on our expectations of future volatility, for the life of the option or option group. Our model was updated to include a zero dividend yield assumption when our quarterly dividends were discontinued after the fourth quarter of 2015. The risk-free interest rate is based on recent U.S. Treasury note auction results with a similar life to that of the option. Our model does not include a discount for post-vesting restrictions, as we have not issued awards with such restrictions. The period expense for our stock compensation is determined based on the valuations discussed above and forfeitures are accounted for in the period awards are forfeited. Change in Accounting for Employee Share-Based Payments As of January 1, 2017 we made an entity-wide accounting policy election in accordance with ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”) to change our accounting policy to account for stock compensation forfeitures in the period awards are forfeited rather than estimating the effect of forfeitures. We elected to make this accounting policy change to simplify the accounting for share-based compensation and believe this method provides a more accurate reflection of periodic share-based compensation cost from the grant date forward. We used the modified retrospective transition method to record a net $238,000 cumulative-effect adjustment decrease to retained earnings for the accounting policy change, which included a $379,000 increase to additional paid-in capital and a $141,000 increase in deferred tax assets. Additionally, as of January 1, 2017 and in accordance with the guidance in ASU 2016-09, we made a change to account for excess tax benefits and deficiencies resulting from the settlement or vesting of share-based awards in income tax expense on our Consolidated Statement of Operations and Comprehensive Income instead of accounting for these effects through additional paid in-capital on our Consolidated Balance Sheets. We applied this amendment prospectively and prior periods have not been adjusted. |
Income Per Common Share | Income Per Common Share Income per common share is computed using the two class method, which requires us to include unvested RSAs and PSAs that contain non-forfeitable rights to dividends (whether paid or unpaid) as participating securities in the income per common share calculation. Under the two class method, net income is allocated to the weighted-average number of common shares outstanding during the period and the weighted-average participating securities outstanding during the period. The portion of net income that is allocated to the participating securities is excluded from basic and dilutive net income per common share. Diluted net income per share is computed using the weighted-average number of common shares outstanding plus the dilutive effects of outstanding stock options and awards and other dilutive instruments as appropriate. |
Dividends | Dividends Cash dividends approved by our Board of Directors were paid every three months in the amount of $0.03 per share in 2015. In December 2015 the Board of Directors undertook a review of our dividend policy and determined that it would be in the best interest of the shareholders to discontinue dividend payments for the foreseeable future. We did not pay quarterly dividends in 2016 or 2017 and do not currently anticipate paying out further quarterly dividends. |
Financial Instruments | Financial Instruments Our financial instruments include cash equivalents, marketable securities, restricted securities, accounts receivable, notes receivable, accounts payable, debt obligations, contingent consideration, and derivatives. We typically value 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 We record certain financial instruments at fair value, including: cash equivalents, certain marketable securities, certain restricted securities, contingent consideration, and derivative instruments. We may make an irrevocable election to measure other financial instruments at fair value on an instrument-by-instrument basis, although as of December 31, 2017 we have not chosen to make any such elections. Fair value financial instruments are recorded in accordance with the fair value measurement framework. We also measure 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; applying accounting for business combinations; and allocating goodwill to divested components of a business. We use the fair value measurement framework to value these assets and report these fair values in the periods in which they are recorded or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: · Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; · Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and · Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to our unobservable estimates and assumptions. Our assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. We may also engage external advisors to assist in determining fair value, as appropriate. Although we believe that the recorded fair values of our financial instruments are appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. |
Cash And Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist primarily of highly liquid investments with maturity dates of three months or less at the time of acquisition. The carrying value of cash equivalents approximates fair value. We maintain depository accounts with certain financial institutions. Although these depository accounts may exceed government insured depository limits, we have evaluated the credit worthiness of these applicable financial institutions, and determined the risk of material financial loss due to the exposure of such credit risk to be minimal. |
Cash Flow Supplemental Disclosures | Cash Flow Supplemental Disclosures Supplemental disclosures of cash flow information for the years ended December 31 (in thousands): 2017 2016 2015 Cash paid during the year for: Interest $ 2,561 $ 2,446 $ 1 Income taxes 3,358 2,501 145 Non-cash investing and financing activities: Issuance of common stock for acquisition of JOTEC intangible assets $ 53,119 $ -- $ -- Issuance of common stock for acquisition of On-X intangible assets -- 34,593 -- |
Marketable Securities And Other Investments | Marketable Securities and Other Investments We typically invest our excess cash for short-term periods in large, well ‑capitalized financial institutions, and our policy excludes investment in any securities rated less than "investment ‑grade" by national rating services, unless specifically approved by the Board of Directors. We sometimes make longer term strategic investments in medical device companies, and these investments must be approved by the Board of Directors. We determine the classification of our investments as trading, available-for-sale, or held-to-maturity at the time of purchase and reevaluate 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 we have 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. We typically state our 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, we adjust each investment to its market price and record 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. We review our contracts to determine if they require any restrictions to cash or investments. If there is a contractual agreement restricting the availability of our cash or investments, we will classify these amounts as current or long-term restricted cash or investments. |
Accounts And Notes Receivable And Allowance For Doubtful Accounts | Accounts and Notes Receivable and Allowance for Doubtful Accounts Our accounts receivable are primarily from hospitals and distributors that either use or distribute our products and tissues. We assess the likelihood of collection based on a number of factors, including past transaction history and the credit worthiness of the customer, as well as the increased risks related to international customers and large distributors. We determine the allowance for doubtful accounts based upon specific reserves for known collection issues, as well as a non-specific reserve based upon aging buckets. We charge off uncollectable amounts against the reserve in the period in which we determine they are uncollectible. Our accounts receivable balances are reported net of allowance for doubtful accounts of $697,000 and $503,000 as of December 31, 2017 and 2016 , respectively. We 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. We assess the likelihood of collection of our 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. Our notes receivable balance was zero as of December 31, 2017 and 2016 , respectively . |
Inventories | Inventories Inventories are comprised of finished goods for our major product lines including: BioGlue; On-X products; JOTEC products; CardioGenesis cardiac laser therapy laser consoles, handpieces, and accessories; PerClot; PhotoFix; other medical devices; work-in-process ; and raw materials. Inventories for finished goods are valued at the lower of cost or market on a first ‑in, first ‑out basis and raw materials are valued on a moving average cost basis . Typically, upon shipment, or upon implant of a medical device on consignment, revenue is recognized and the related inventory costs are expensed as cost of products. Cost of products also includes, as applicable, lower of cost or market write-downs and impairments for products not deemed to be recoverable and, as incurred, idle facility expense, excessive spoilage, extra freight, and 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. We regularly evaluate our inventory to determine if the costs are appropriately recorded at the lower of cost or market value. We also evaluate our inventory for costs not deemed to be recoverable, including inventory not expected to ship prior to its expiration. Lower of cost or market value write-downs are recorded if the book value exceeds the estimated net realizable value of the inventory, based on recent sales prices at the time of the evaluation. Impairment write-downs are recorded based on the book value of inventory deemed to be impaired. Actual results may differ from these estimates. Write-downs of inventory are expensed as cost of products, and these write-downs are permanent impairments that create a new cost basis, which cannot be restored to its previous levels if our estimates change. We recorded write-downs to our inventory totaling $1.2 million, $467,000 , and $858,000 for the years ended December 31, 2017 , 2016 , and 2015 , respectively. The 2017 write-down is primarily related to the write-down of our On-X ascending aortic prosthesis (“AAP”) as a result of inventory not expected to ship prior to the expiration date of the packaging and continued delay in obtaining European re-certification. The 2016 write-down is primarily related to the write-down of PerClot inventory as a result of inventory not expected to ship prior to the expiration date. The 2015 write-down is primarily related to the write-down of PerClot Topical inventory following our cessation of marketing, sales, and distribution of PerClot Topical in the U.S. See Note 8 for further discussion of PerClot Topical. |
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 we preserve are not held as inventory. The costs we incur to procure and process cardiac and vascular tissues are instead accumulated and deferred. Deferred preservation costs are stated at the lower of cost or market value on a first ‑in, first ‑out basis and are deferred until revenue is recognized. Upon shipment of tissue to an implanting facility, revenue is recognized and the related deferred preservation costs are expensed as cost of preservation services. Cost of preservation services also includes, as applicable, lower of cost or market write-downs and impairments for tissues not deemed to be recoverable, and includes, as incurred, idle facility expense, excessive spoilage, extra freight, and 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 us 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. We apply a yield estimate to all tissues in process and in quarantine to estimate the portion of tissues that will ultimately become implantable. We estimate quarantine yields based on our experience and reevaluate these estimates periodically. Actual yields could differ significantly from our estimates, which could result in a change in tissues available for shipment, and could increase or decrease the balance of deferred preservation costs. These changes could result in additional cost of preservation services expense or could increase per tissue preservation costs, which would impact gross margins on tissue preservation services in future periods. We regularly evaluate our deferred preservation costs to determine if the costs are appropriately recorded at the lower of cost or market value. We also evaluate our deferred preservation costs for costs not deemed to be recoverable, including tissues not expected to ship prior to the expiration date of their packaging. Lower of cost or market value write-downs are recorded if the tissue processing costs incurred exceed the estimated market value of the tissue services, based on recent average service fees at the time of the evaluation. Impairment write-downs are recorded based on the book value of tissues deemed to be impaired. Actual results may differ from these estimates. Write-downs of deferred preservation costs are expensed as cost of preservation services, and these write-downs are permanent impairments that create a new cost basis, which cannot be restored to its previous levels if our estimates change. We recorded write-downs to our deferred preservation costs totaling $922,000 , $897,000 , and $483,000 for the years ended December 31, 2017 , 2016 , and 2015 , respectively, due primarily to tissues not expected to ship prior to the expiration date of the packaging. |
Property And Equipment | Property and Equipment Property and equipment is stated at cost. Depreciation is provided over the estimated useful lives of the assets, generally three to ten years, on a straight ‑line basis. Leasehold improvements are amortized on a straight ‑line basis over the remaining lease term at the time the assets are capitalized or the estimated useful lives of the assets, whichever is shorter. Depreciation expense for the years ended December 31 is as follows (in thousands): 2017 2016 2015 Depreciation expense $ 4,648 $ 3,958 $ 3,728 |
Goodwill And Other Intangible Assets | Goodwill and Other Intangible Assets Our intangible assets consist of goodwill, patents, trademarks, and other intangible assets, as discussed in Note 11 . Our goodwill is attributable to a segment or segments of our business, as appropriate, as the related acquired business that generated the goodwill is integrated into our operations. Upon divestiture of a component of our business, the goodwill related to the operating segment is allocated to the divested business using the relative fair value allocation method. We amortize our definite lived intangible assets over their expected useful lives using the straight-line method, which we believe approximates the period of economic benefits of the related assets. Our indefinite lived intangible assets do not amortize, but are instead subject to periodic impairment testing as discussed in “Impairments of Long-Lived Assets and Non-Amortizing Intangible Assets” below. |
Impairments Of Long-Lived Assets And Non-Amortizing Intangible Assets | Impairments of Long ‑Lived Assets and Non-Amortizing Intangible Assets We assess the potential impairment of our long-lived assets to be held and used whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include, but are not limited to, the following: · Significant underperformance relative to expected historical or projected future operating results; · Significant negative industry or economic trends; · Significant decline in our stock price for a sustained period; or · Significant decline in our market capitalization relative to net book value. If we determine that an impairment review is necessary, we will evaluate the assets or asset groups by comparing their carrying values to the sum of the undiscounted future cash flows expected to result from their use and eventual disposition. If the carrying values exceed the future cash flows, then the asset or asset group is considered impaired, and we will write down the value of the asset or asset group. For the years ended December 31, 2017 , 2016 , and 2015 we did not experience any factors that indicated that an impairment review of our long-lived assets was warranted. We evaluate our goodwill and other non-amortizing intangible assets for impairment on an annual basis as of October 31 and, if necessary, during interim periods if factors indicate that an impairment review is warranted. As of October 31, 2017 our non-amortizing intangible assets consisted of goodwill, acquired procurement contracts and agreements, trademarks, and other acquired technology. We performed an analysis of our non-amortizing intangible assets as of October 31, 2017 and 2016, and determined that the fair value of the assets and the fair value of the reporting unit exceeded their associated carrying values and were, therefore, not impaired. We will continue to evaluate the recoverability of these non-amortizing intangible assets. |
Accrued Procurement Fees | Accrued Procurement Fees Donated tissue is procured from deceased human donors by OTPOs, which consign the tissue to us for processing, preservation, and distribution. We reimburse the OTPOs for their costs to recover the tissue and include these costs as part of deferred preservation costs, as discussed above. We accrue estimated procurement fees due to the OTPOs at the time tissues are received based on contractual agreements between us and the OTPOs. |
Leases | Leases We have operating and capital lease obligations resulting from the lease of land and buildings that comprise our corporate headquarters and various manufacturing facilities; leases related to additional manufacturing, office, and warehouse space; leases on Company vehicles; and leases on a variety of office and other equipment, as discussed in Note 14 . Certain of our 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 our Consolidated Balance Sheets. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs related to our term loan and line of credit are capitalized and reported net of the current and long-term debt or as a prepaid asset when there are no outstanding borrowings. If there is unamortized debt issuance costs related to our line of credit but only borrowings on the term loan, these debt issuance costs will be combined with the debt issuance costs related to the term loan and reported net of the current and long-term debt for the term loan. We amortize debt issuance costs to interest expense on our term loan using the effective interest method over the life of the debt agreement. We amortize debt issuance costs to interest expense on our line of credit on a straight-line basis over the life of the debt agreement. |
Liability Claims | Liability Claims In the normal course of business, we are made aware of adverse events involving our products and tissues. Future adverse events could ultimately give rise to a lawsuit against us, and liability claims may be asserted against us in the future based on past events we are not aware of at the present time. We maintain claims ‑made insurance policies to mitigate our financial exposure to product and tissue processing liability claims. Claims ‑made insurance policies generally cover only those asserted claims and incidents that are reported to the insurance carrier while the policy is in effect. Thus, a claims ‑made policy does not generally represent a transfer of risk for claims and incidents that have been incurred but not reported to the insurance carrier during the policy period. Any punitive damage components of claims are uninsured. We engage external advisors to assist us in estimating our liability and any related amount recoverable under our insurance policies as of each balance sheet date. We use a frequency ‑severity approach to estimate our unreported product and tissue processing liability claims, whereby projected losses are calculated by multiplying the estimated number of claims by the estimated average cost per claim. The estimated claims are determined based on the reported claim development method and the Bornhuetter ‑Ferguson method using a blend of our historical claim experience and industry data. The estimated cost per claim is calculated using a lognormal claims model blending our historical average cost per claim with industry claims data. We use a number of assumptions in order to estimate the unreported loss liability including: the future claim reporting time lag, the frequency of reported claims, the average cost per claim, and the maximum liability per claim. We believe that the assumptions we use provide a reasonable basis for our calculation. However, the accuracy of the estimates is limited by various factors, including, but not limited to, our specific conditions, uncertainties surrounding the assumptions used, and the scarcity of industry data directly relevant to our business activities. Due to these factors, actual results may differ significantly from our assumptions and from the amounts accrued. We accrue our estimate of unreported product and tissue processing liability claims as a component of other long ‑term liabilities and record the related recoverable insurance amounts as a component of other long ‑term assets. The amounts recorded represent our estimate of the probable losses and anticipated recoveries for unreported claims related to products sold and services performed prior to the balance sheet date. |
Legal Contingencies | Legal Contingencies We accrue losses from a legal contingency when the loss is both probable and reasonably estimable. The accuracy of our estimates of losses for legal contingencies is limited by uncertainties surrounding litigation. Therefore, actual results may differ significantly from the amounts accrued, if any. We accrue for legal contingencies as a component of accrued expenses and/or other long ‑term liabilities. Gains from legal contingencies are recorded when the contingency is resolved. |
Legal Fees | Legal Fees We expense the costs of legal services, including legal services related to product and tissue processing liability claims and legal contingencies, as they are incurred. Reimbursement of legal fees by an insurance company or other third party is recorded as a reduction to legal expense. |
Uncertain Tax Positions | Uncertain Tax Positions We periodically assess our uncertain tax positions and recognize tax benefits if they are “more-likely-than-not” to be upheld upon review by the appropriate taxing authority. We measure the tax benefit by determining the maximum amount that has a “greater than 50 percent likelihood” of ultimately being realized. We reverse previously accrued liabilities for uncertain tax positions when audits are concluded, statutes expire, administrative practices dictate that a liability is no longer warranted, or in other circumstances as deemed necessary. These assessments can be complex and we often obtain assistance from external advisors to make these assessments. We recognize interest and penalties related to uncertain tax positions in other (income) expense, net on our Consolidated Statements of Operations and Comprehensive Income. See Note 12 for further discussion of our liabilities for uncertain tax positions. |
Deferred Income Taxes | Deferred Income Taxes Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and tax return purposes. We periodically assess the recoverability of our deferred tax assets, as necessary, when we experience changes that could materially affect our determination of the recoverability of our deferred tax assets. We provide a valuation allowance against our deferred tax assets when, as a result of this analysis, we believe it is more likely than not that some portion or all of our deferred tax assets will not be realized. Assessing the recoverability of deferred tax assets involves judgment and complexity in conjunction with prudent and feasible tax planning. Estimates and judgments used in the determination of the need for a valuation allowance and in calculating the amount of a needed valuation allowance include, but are not limited to, the following: · Projected future operating results; · Anticipated future state tax apportionment; · Timing and amounts of anticipated future taxable income; · Timing of the anticipated reversal of book/tax temporary differences; · Evaluation of statutory limits regarding usage of certain tax assets; and · Evaluation of the statutory periods over which certain tax assets can be utilized. Significant changes in the factors above, or other factors, could affect our ability to use our deferred tax assets. Such changes could have a material, adverse impact on our profitability, financial position, and cash flows. We will continue to assess the recoverability of our deferred tax assets, as necessary, when we experience changes that could materially affect our prior determination of the recoverability of our deferred tax assets. We believe that the realizability of our acquired net operating loss carryforwards will be limited in future periods due to a change in control of our former subsidiaries Hemosphere, Inc. (“Hemosphere”) and Cardiogenesis Corporation (“Cardiogenesis”), as mandated by Section 382 of the Internal Revenue Code of 1986, as amended. We believe that our acquisitions of these companies each constituted a change in control as defined in Section 382 and that, prior to our acquisition, Hemosphere had experienced other equity ownership changes that should be considered such a change in control. We acquired net operating loss carryforwards in the acquisition of On-X, the majority of which have been realized. We also acquired net operating loss carryforwards in certain foreign jurisdictions in our recent acquisition of JOTEC. While our analysis is still on-going, we believe these loss carryforwards will be fully realizable. The deferred tax assets recorded on our Consolidated Balance Sheets exclude amounts that we expect will not be realizable due to changes in control. A portion of the acquired net operating loss carryforwards is related to state income taxes for which we believe it is more likely than not, that some will not be realized. Therefore, we recorded a valuation allowance against these state net operating loss carryforwards. |
Valuation Of Acquired Assets Or Businesses | Valuation of Acquired Assets or Businesses As part of our corporate strategy, we are seeking to identify and capitalize upon acquisition opportunities of complementary product lines and companies. We evaluate and account for acquired patents, licenses, distribution rights, and other tangible or intangible assets as the purchase of an asset or asset group, or as a business combination, as appropriate. The determination of whether the purchase of a group of assets should be accounted for as an asset group or as a business combination requires judgment based on the weight of available evidence. For the purchase of an asset group, we allocate the cost of the asset group, including transaction costs, to the individual assets purchased based on their relative estimated fair values. In-process research and development acquired as part of an asset group is expensed upon acquisition. We account for business combinations using the acquisition method. Under this method, the allocation of the purchase price is based on the fair value of the tangible and identifiable intangible assets acquired and the liabilities assumed as of the date of the acquisition. The excess of the purchase price over the estimated fair value of the tangible net assets and identifiable intangible assets is recorded as goodwill. Transaction costs related to business combinations are expensed as incurred. In-process research and development acquired as part of a business combination is accounted for as an indefinite-lived intangible asset until the related research and development project gains regulatory approval or is discontinued. We typically engage external advisors to assist us in determining the fair value of acquired asset groups or business combinations, using valuation methodologies such as: the excess earnings, the discounted cash flow, or the relief from royalty methods. The determination of fair value in accordance with the fair value measurement framework requires significant judgments and estimates, including, but not limited to: timing of product life cycles, estimates of future revenues, estimates of profitability for new or acquired products, cost estimates for new or changed manufacturing processes, estimates of the cost or timing of obtaining regulatory approvals, estimates of the success of competitive products, and discount rates and represent level 3 measurements . We, in consultation with our advisors, make these estimates based on our prior experiences and industry knowledge. We believe that our estimates are reasonable, but actual results could differ significantly from our estimates. A significant change in our estimates used to value acquired asset groups or business combinations could result in future write-downs of tangible or intangible assets acquired by us and, therefore, could materially impact our financial position and profitability. If the value of the liabilities assumed by us, including contingent liabilities, is determined to be significantly different from the amounts previously recorded in purchase accounting, we may need to record additional expenses or write-downs in future periods, which could materially impact our financial position and profitability. |
Derivative Instruments | Derivative Instruments We determine the fair value of our stand-alone and embedded derivative instruments at issuance and record any resulting asset or liability on our Consolidated Balance Sheets. Changes in the fair value of the derivative instruments are recognized in other (income) expense on our Consolidated Statements of Operations and Comprehensive Income. |
New Accounting Pronouncements | New Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) amended its Accounting Standards Codification and created a new Topic 842, Leases . The final guidance requires lessees to recognize a right-of-use asset and a lease liability for all leases (with the exception of short-term leases) at the commencement date and recognize expenses on their income statements similar to the current Topic 840, Leases . It is effective for fiscal years and interim periods beginning after December 15, 2018, and early adoption is permitted. We are evaluating the impact the adoption of this standard will have on our financial position, results of operations, and cash flows. In May 2014 the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. Since ASU 2014-09 was issued, several additional ASUs have been issued to clarify various elements of the guidance. These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. As required, we have adopted the new standard effective January 1, 2018. We are using the modified retrospective method and under this method we will have a cumulative catch up adjustment and will be providing additional disclosures in future filings including a comparison of results under the new standard to the previous standard. We have completed an initial evaluation of the potential impact from adopting the new standard, including a detailed review of performance obligations for all material revenue streams. We currently believe the most significant impacts may include the following items: · Certain distributor agreements included inventory buyback provisions under defined change of business conditions which, under the new standard, would not qualify as a completed revenue transaction because these provisions could prevent us from transferring control to the distributor and would, therefore, result in a reversal of revenue and recording of deferred revenue until the proper criteria are met. We have modified most of our agreements to remove the buyback provisions effective on or before January 1, 2018. As of January 1, 2018, there were certain remaining agreements with buyback provisions that had not been modified. We expect to record a cumulative effect adjustment upon adoption of the new standard to record the deferred revenue associated with these agreements. The deferred revenue will be recognized over future periods as the medical devices are implanted during the remaining term of the agreement. · Certain JOTEC products are manufactured to order, have no alternative use, and contain an enforceable right to payment for the performance completed. The revenue impact of these agreements is not material, but it is anticipated the sale of these products will increase over time. We expect to record a cumulative effect adjustment upon adoption of the new standard to record the deferred revenue associated with these agreements. Based on the procedures and calculations completed to date, we do not expect that the combined cumulative effect adjustments will be material to our financial statements. In addition, we have not identified other matters related to the adoption of the standard that we believe would have a material impact on our financial position, results of operations, or cash flows. |
Summary Of Significant Accoun30
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary Of Significant Accounting Policies [Abstract] | |
Schedule Of Supplemental Disclosures Of Cash Flow Information | 2017 2016 2015 Cash paid during the year for: Interest $ 2,561 $ 2,446 $ 1 Income taxes 3,358 2,501 145 Non-cash investing and financing activities: Issuance of common stock for acquisition of JOTEC intangible assets $ 53,119 $ -- $ -- Issuance of common stock for acquisition of On-X intangible assets -- 34,593 -- |
Schedule Of Depreciation Expense | 2017 2016 2015 Depreciation expense $ 4,648 $ 3,958 $ 3,728 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Financial Instruments [Abstract] | |
Summary Of Financial Instruments Measured At Fair Value | December 31, 2017 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 372 -- -- $ 372 Restricted securities: Money market funds 776 -- -- 776 Total assets $ 1,148 $ -- $ -- $ 1,148 December 31, 2016 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 3,466 $ -- $ -- $ 3,466 Restricted securities: Money market funds 699 -- -- 699 Total assets $ 4,165 $ -- $ -- $ 4,165 |
Cash Equivalents And Restrict32
Cash Equivalents And Restricted Securities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Cash Equivalents And Restricted Securities [Abstract] | |
Summary Of Cash Equivalents And Restricted Securities | Unrealized Estimated Holding Market December 31, 2017 Cost Basis Gains (Losses) Value Cash equivalents: Money market funds $ 372 -- $ 372 Restricted securities: Money market funds 776 -- 776 Unrealized Estimated Holding Market December 31, 2016 Cost Basis Gains (Losses) Value Cash equivalents: Money market funds $ 3,466 $ -- $ 3,466 Restricted securities: Money market funds 699 -- 699 |
Acquisition Of JOTEC (Tables)
Acquisition Of JOTEC (Tables) - JOTEC [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Purchase Price Allocation | Opening Balance Sheet Cash and cash equivalents $ 4,089 Receivables 13,204 Inventories 17,341 Intangible assets 115,820 Property and equipment 12,921 Goodwill 110,100 Other assets 3,893 Debt acquired (3,770) Liabilities assumed (51,729) Total purchase consideration $ 221,869 |
Pro Forma Information | Twelve Months Ended December 31, 2017 2016 Total revenues $ 236,209 $ 224,896 Net loss (736) (1,966) Pro forma loss per common share - basic $ (0.02) $ (0.06) Pro forma loss per common share - diluted $ (0.02) $ (0.06) |
Acquisition Of On-X Life Tech34
Acquisition Of On-X Life Technologies (Tables) - On-X [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Purchase Price Allocation | Opening Balance Sheet Cash and cash equivalents $ 2,472 Receivables 6,826 Inventories 12,889 Intangible assets 53,950 Goodwill 68,229 Other assets 6,891 Liabilities assumed (23,040) Total purchase price $ 128,217 |
Pro Forma Information | Twelve Months Ended December 31, 2016 2015 Total revenues $ 182,007 $ 179,266 Net income (loss) 17,692 (4,787) Pro forma income (loss) per common share - basic $ 0.54 $ (0.15) Pro forma income (loss) per common share - diluted $ 0.53 $ (0.15) |
Inventories And Deferred Pres35
Inventories And Deferred Preservation Costs (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventories And Deferred Preservation Costs [Abstract] | |
Schedule Of Inventories | 2017 2016 Raw materials and supplies $ 16,328 $ 9,321 Work-in-process 5,504 3,321 Finished goods 24,852 13,651 Total inventories $ 46,684 $ 26,293 |
Schedule Of Deferred Preservation Costs | 2017 2016 Cardiac tissues $ 16,988 $ 15,768 Vascular tissues 18,683 14,920 Total deferred preservation costs $ 35,671 $ 30,688 |
Goodwill And Other Intangible36
Goodwill And Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Other Intangible Assets [Abstract] | |
Schedule Of Carrying Values Of Indefinite Lived Intangible Assets | 2017 2016 Goodwill $ 188,305 $ 78,294 In-process R&D 13,954 -- Procurement contracts and agreements 2,013 2,013 Trademarks 841 841 |
Schedule Of Goodwill By Reportable Segment | 2017 2016 Balance as of January 1, $ 78,294 $ 11,365 Goodwill from JOTEC acquisition 110,100 -- Goodwill from On-X acquisition -- 68,229 Goodwill allocated to sale of HeRO Graft product line -- (1,200) Goodwill allocated to sale of ProCol distribution rights and purchase option -- (100) Revaluation of goodwill denominated in foreign currency (89) -- Balance as of December 31, $ 188,305 $ 78,294 |
Schedule Of Gross Carrying Values, Accumulated Amortization, And Approximate Amortization Period Of Definite Lived Intangible Assets | Gross Carrying Accumulated Amortization December 31, 2017 Value Amortization Period Acquired technology $ 139,045 8,685 11 – 22 Years Patents 3,612 2,819 17 Years Distribution and manufacturing rights and know-how 4,059 1,820 11 – 15 Years Customer lists and relationships 32,419 3,552 13 – 23 Years Other 1,439 1,076 3 Years Gross Carrying Accumulated Amortization December 31, 2016 Value Amortization Period Acquired technology $ 38,478 5,956 11 – 22 Years Patents 3,710 2,702 17 Years Distribution and manufacturing rights and know-how 4,059 1,532 11 – 15 Years Customer lists and relationships 29,140 2,141 13 – 22 Years Non-compete agreement 381 381 10 Years Other 1,262 531 3 Years |
Summary Of Amortization Expense | 2017 2016 2015 Amortization expense $ 5,085 $ 4,426 $ 2,135 |
Scheduled Amortization Of Intangible Assets For Next Five Years | 2018 2019 2020 2021 2022 Total Amortization expense $ 10,810 $ 10,468 $ 10,304 $ 10,283 $ 9,755 $ 51,620 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Schedule Of Income Before Income Taxes | 2017 2016 2015 Domestic $ 5,086 $ 17,874 $ 5,701 Foreign (1,525) 538 167 Income before income taxes $ 3,561 $ 18,412 $ 5,868 |
Schedule Of Income Tax Expense | 2017 2016 2015 Current: Federal $ 521 $ 3,948 $ 231 State 110 626 142 Foreign 460 353 160 1,091 4,927 533 Deferred: Federal (714) 2,836 1,011 State 70 (9) 319 Foreign (590) (120) -- (1,234) 2,707 1,330 Income tax (benefit) expense $ (143) $ 7,634 $ 1,863 |
Schedule Of Effective Income Tax Rate Reconciliation | 2017 2016 2015 Tax expense at statutory rate $ 1,211 $ 6,444 $ 1,995 Increase (reduction) in income taxes resulting from: Nondeductible transaction costs 1,676 908 -- State income taxes, net of federal benefit 212 531 499 Nondeductible loss on unit disposals -- 455 -- Nondeductible entertainment expenses 258 221 184 Foreign income taxes 364 130 118 Limitation of future deductibility of stock awards 145 - - -- Provision to return adjustments 96 29 122 State valuation allowance adjustment 54 (84) (19) Impact of Tax Cuts and Jobs Act (255) - - - - Equity compensation (2,664) 135 144 Net change in uncertain tax positions (67) (153) (869) Federal tax rate differential (100) -- -- Foreign tax credit (133) (178) (92) Unrealized income on investments (163) (111) 63 Domestic production activities deduction (174) (456) (87) Research and development credit (525) (296) (281) Other (78) 59 86 Total income tax (benefit) expense $ (143) $ 7,634 $ 1,863 |
Schedule Of Deferred Tax Assets And Liabilities | 2017 2016 Deferred tax assets: Allowance for bad debts $ 101 $ 208 Inventory and deferred preservation costs write-downs 570 708 Investment in equity securities 36 58 Property -- 1,780 Intangible assets 1,306 2,034 Accrued expenses 4,719 4,215 Loss carryforwards 8,369 8,760 Credit carryforwards 771 1,001 Stock compensation 2,213 3,678 Transaction costs -- 122 Deferred compensation 1,010 973 UNICAP 390 371 Tax benefit of tax reserves 229 333 Other 402 409 Less valuation allowance (2,469) (2,157) Total deferred tax assets 17,647 22,493 2017 2016 Deferred tax liabilities: Prepaid items (285) (436) Intangible assets (43,647) (21,665) Property (1,632) -- Other (904) (399) Total deferred tax liabilities (46,468) (22,500) Total net deferred tax liabilities $ (28,821) $ (7) |
Schedule Of Uncertain Tax Position Liability And Liability For Interest And Penalties On Uncertain Tax Positions | 2017 2016 2015 Beginning balance $ 3,390 $ 969 $ 1,437 Increases related to current year tax positions 143 86 103 Increases related to prior year tax positions 1,155 2,668 403 Decreases related to prior year tax positions (106) (40) (70) Decreases related to settlements -- (66) -- Decreases due to the lapsing of statutes of limitations (254) (227) (904) Ending balance $ 4,328 $ 3,390 $ 969 A reconciliation of the beginning and ending balances of our liability for interest and penalties on uncertain tax positions is as follows (in thousands): 2017 2016 2015 Beginning balance $ 208 $ 210 $ 366 Accrual of interest and penalties 169 92 50 Decreases related to prior year tax positions (62) (94) (206) Ending balance $ 315 $ 208 $ 210 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt [Abstract] | |
Schedule Of Short-Term And Long-Term Balances Of Term Loan | As of December 31, 2017 2016 Term loan balance $ 225,000 $ 73,594 2.45% Sparkasse Zollernalb (KFW Loan 1) 2,312 -- 1.4% Sparkasse Zollernalb (KFW Loan 2) 1,657 -- Total loan Balance 228,969 73,594 Less unamortized loan origination costs (10,015) (2,020) Total borrowed 218,954 71,574 Less short-term loan balance (718) (4,562) Long-term loan balance $ 218,236 $ 67,012 |
Schedule Of Debt Maturities | 2018 2019 2020 2021 2022 Thereafter Total Maturities $ 2,814 $ 2,813 $ 2,813 $ 2,814 $ 2,813 $ 214,902 $ 228,969 |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies [Abstract] | |
Schedule Of Future Minimum Lease Payments for Capital Leases and Operating Leases | Capital Operating Sublease Leases Leases Income 2018 $ 1,034 $ 5,927 $ 512 2019 1,061 6,231 525 2020 874 5,098 538 2021 838 4,249 552 2022 781 2,038 -- Thereafter 6,243 5,301 -- Total minimum lease payments $ 10,831 $ 28,844 $ 2,127 Less amount representing interest 3,415 Present value of net minimum lease payments 7,416 Less current maturities 580 Capital lease obligations, less current maturities $ 6,836 |
Schedule Of Assets Acquired Under Capital Leases | Gross Carrying Accumulated Value Amortization NBV Equipment $ 1,306 $ 594 $ 712 Leasehold improvements 6,908 256 6,652 Total $ 8,214 $ 850 $ 7,364 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stock Compensation [Abstract] | |
Schedule Of Shares Available For Grant | Authorized Available for Grant Plan Shares 2017 2016 1996 Discounted Employee Stock Purchase Plan, as amended 1,900,000 377,000 469,000 2009 Equity and Cash Incentive Plan 7,100,000 1,422,000 2,194,000 Total 9,000,000 1,799,000 2,663,000 |
Schedule Of Stock Grant Activity For RSAs | Weighted Average Grant Date RSAs Shares Fair Value 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 Granted 216,000 10.84 Vested (138,000) 7.92 Forfeited -- -- Unvested at December 31, 2016 392,000 10.64 Granted 138,000 17.00 Vested (129,000) 10.84 Forfeited (18,000) 11.78 Unvested at December 31, 2017 383,000 12.81 |
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 Granted -- -- Vested -- -- Forfeited -- -- Unvested at December 31, 2016 250,000 10.18 Granted -- -- Vested (250,000) 10.18 Forfeited -- -- Unvested at December 31, 2017 - -- |
Schedule Of Stock Grant Activity For RSUs | Weighted Average Remaining Aggregate Contractual Intrinsic RSUs Shares Term in years Value Unvested at December 31, 2014 61,000 1.21 $ 687,000 Granted 88,000 Vested (36,000) Forfeited (10,000) Unvested at December 31, 2015 103,000 1.17 1,110,000 Granted 146,000 Vested (44,000) Forfeited (27,000) Unvested at December 31, 2016 178,000 1.24 3,405,000 Granted 196,000 Vested (64,000) Forfeited (24,000) Unvested at December 31, 2017 286,000 1.26 5,477,000 Vested and expected to vest 286,000 1.26 $ 5,477,000 |
Schedule Of Stock Grant Activity For PSUs | Weighted Average Remaining Aggregate Contractual Intrinsic PSUs Shares Term in years Value Unvested at December 31, 2014 257,000 0.73 $ 2,907,000 Granted 125,000 Vested (139,000) Forfeited (108,000) Unvested at December 31, 2015 135,000 0.74 1,455,000 Granted 144,000 Vested (83,000) Forfeited (8,000) Unvested at December 31, 2016 188,000 0.77 3,603,000 Granted 126,000 Vested (128,000) Forfeited (17,000) Unvested at December 31, 2017 169,000 0.71 3,236,000 Vested and expected to vest 169,000 0.71 $ 3,236,000 |
Summary Of Stock Option Activity | Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Shares Exercise Price Term in years Value Outstanding at December 31, 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 Granted 387,000 10.34 Exercised (372,000) 5.60 Forfeited -- -- Expired -- -- Outstanding at December 31, 2016 1,911,000 8.59 3.55 20,179,000 Granted 260,000 16.30 Exercised (394,000) 6.30 Forfeited (31,000) 12.47 Expired (5,000) 7.01 Outstanding at December 31, 2017 1,741,000 10.19 3.64 15,598,000 Vested and expected to vest 1,741,000 $ 10.19 3.64 $ 15,598,000 Exercisable at December 31, 2017 1,167,000 $ 8.81 2.76 $ 12,057,000 |
Summary Of Other Information Concerning Stock Options | 2017 2016 2015 Weighted-average fair value of options granted $ 5.97 $ 3.68 $ 3.82 Intrinsic value of options exercised 4,748,000 2,422,000 761,000 |
Schedule Of Weighted-Average Assumptions Used To Determine The Fair Value Of Options | 2017 2016 2015 Stock ESPP Stock ESPP Stock ESPP Options Options Options Options Options Options Expected life of options 4.75 Years 0.5 Years 4.75 Years 0.5 Years 4.5 Years 0.5 Years Expected stock price volatility 0.40 0.39 0.40 0.30 0.44 0.32 Dividend yield --% --% --% --% 1.12% 1.06% Risk-free interest rate 1.87% 0.85% 1.20% 0.43% 1.41% 0.12% |
Summary Of Total Stock Compensation Expenses | 2017 2016 2015 RSA, PSA, RSU, and PSU expense $ 5,335 $ 4,966 $ 3,955 Stock option and ESPP option expense 1,978 1,636 1,371 Total stock compensation expense $ 7,313 $ 6,602 $ 5,326 |
Income Per Common Share (Tables
Income Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Per Common Share [Abstract] | |
Computation Of Basic And Diluted Income Per Common Share | Basic income per common share 2017 2016 2015 Net income $ 3,704 $ 10,778 $ 4,005 Net income allocated to participating securities (63) (208) (87) Net income allocated to common shareholders $ 3,641 $ 10,570 $ 3,918 Basic weighted-average common shares outstanding 33,008 31,855 27,744 Basic income per common share $ 0.11 $ 0.33 $ 0.14 Diluted income per common share 2017 2016 2015 Net income $ 3,704 $ 10,778 $ 4,005 Net income allocated to participating securities (61) (202) (87) Net income allocated to common shareholders $ 3,643 $ 10,576 $ 3,918 Basic weighted-average common shares outstanding 33,008 31,855 27,744 Effect of dilutive options and awards a 1,155 967 798 Diluted weighted-average common shares outstanding 34,163 32,822 28,542 Diluted income per common share $ 0.11 $ 0.32 $ 0.14 a We excluded stock options from the calculation of diluted weighted-average common shares outstanding if the per share value, including the sum of (i) the exercise price of the options and (ii) the amount of the compensation cost attributed to future services and not yet recognized, was greater than the average market price of the shares, because the inclusion of these stock options would be antidilutive to income per common share. Accordingly, stock options to purchase 227,000 , 1,000 , and 710,000 shares for the years ended December 31, 2017 , 2016 , and 2015 , respectively, were excluded from the calculation of diluted weighted-average common shares outstanding. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Information [Abstract] | |
Revenues, Cost Of Products And Services, And Gross Margins For Operating Segments | 2017 2016 2015 Revenues: Medical devices $ 119,631 $ 113,992 $ 83,081 Preservation services 70,071 66,388 62,817 Total revenues 189,702 180,380 145,898 Cost of products and preservation services: Medical devices 29,798 28,033 18,663 Preservation services 31,262 33,448 36,516 Total cost of products and preservation services 61,060 61,481 55,179 Gross margin: Medical devices 89,833 85,959 64,418 Preservation services 38,809 32,940 26,301 Total gross margin $ 128,642 $ 118,899 $ 90,719 |
Summary Of Net Revenues By Product And Service | 2017 2016 2015 Products: BioGlue and BioFoam $ 65,939 $ 63,461 $ 59,332 On-X 37,041 34,232 -- JOTEC 4,136 -- -- CardioGenesis cardiac laser therapy 6,866 7,864 9,419 PerClot 3,533 4,021 4,083 PhotoFix 2,116 1,871 1,396 HeRO Graft -- 2,325 7,546 ProCol -- 218 1,305 Total products 119,631 113,992 83,081 Preservation services: Cardiac tissue 32,510 29,697 28,059 Vascular tissue 37,561 36,691 34,758 Total preservation services 70,071 66,388 62,817 Total revenues $ 189,702 $ 180,380 $ 145,898 |
Schedule Of Net Revenues By Geographic Location | 2017 2016 2015 U.S. $ 135,102 $ 131,727 $ 114,978 International 54,600 48,653 30,920 Total revenues $ 189,702 $ 180,380 $ 145,898 |
Selected Quarterly Financial 43
Selected Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Selected Quarterly Financial Information [Abstract] | |
Schedule Of Quarterly Financial Information | First Second Third Fourth Quarter Quarter Quarter Quarter REVENUE: 2017 $ 45,059 $ 47,818 $ 43,999 $ 52,826 * 2016 43,016 ** 47,083 ** 45,252 ** 45,029 ** 2015 33,831 35,526 36,703 39,838 GROSS MARGIN: 2017 $ 29,512 $ 32,905 $ 29,862 $ 36,363 * 2016 27,621 ** 30,301 ** 29,782 ** 31,195 ** 2015 19,667 21,554 22,982 26,516 NET INCOME (LOSS): 2017 $ 2,223 $ 3,163 $ 1,325 $ (3,007) * 2016 2,541 ** 2,347 ** 2,993 ** 2,897 ** 2015 (274) (502) 2,145 2,636 INCOME (LOSS) PER COMMON SHARE—DILUTED: 2017 $ 0.06 $ 0.09 $ 0.04 $ (0.09) * 2016 0.08 ** 0.07 ** 0.09 ** 0.09 ** 2015 (0.01) (0.02) 0.07 0.09 * In December 2017 we completed our acquisition of JOTEC, which is also being operated as a wholly owned subsidiary of CryoLife. ** In January 2016 we completed our acquisition of On-X Life Technologies Holdings, Inc., which is being operated as a wholly owned subsidiary of CryoLife. In 2016 we also sold our HeRO Graft product line and our ProCol product line , and ceased sales of these products during 2016. |
Summary Of Significant Accoun44
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Advertising expense | $ 606,000 | $ 384,000 | $ 521,000 | ||||
Quarterly cash dividend | $ 0.03 | $ 0.03 | $ 0.03 | $ 0.03 | $ 0 | $ 0 | $ 0.120 |
Allowance for doubtful accounts | $ 697,000 | $ 503,000 | |||||
Notes receivable balance | 0 | 0 | |||||
Write-down to inventory | 1,200,000 | 467,000 | $ 858,000 | ||||
Write-downs to deferred preservation costs | $ 922,000 | $ 897,000 | $ 483,000 | ||||
Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Advertising expense amortization period | 6 months | ||||||
Estimated useful lives | 3 years | ||||||
Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Advertising expense amortization period | 1 year | ||||||
Estimated useful lives | 10 years | ||||||
ESPP Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
ESPP, percentage of market price for eligible employees | 85.00% | ||||||
RSAs, PSAs, RSUs, PSUs And Stock Options [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
RSAs, PSAs, RSUs, PSUs And Stock Options [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Stock Options [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Period within grant date stock options granted typically expire | 7 years | ||||||
ASU 2016-09 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cumulative-effect adjustment | $ 141,000 | ||||||
Retained Earnings [Member] | ASU 2016-09 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cumulative-effect adjustment | (238,000) | ||||||
Additional Paid In Capital [Member] | ASU 2016-09 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cumulative-effect adjustment | 379,000 | ||||||
Deferred Tax Assets [Member] | ASU 2016-09 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cumulative-effect adjustment | $ 141,000 |
Summary Of Significant Accoun45
Summary Of Significant Accounting Policies (Schedule Of Supplemental Disclosures Of Cash Flow Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Interest | $ 2,561 | $ 2,446 | $ 1 |
Income taxes | 3,358 | 2,501 | $ 145 |
On-X [Member] | |||
Issuance of common stock for acquisition of intangible assets | $ 34,593 | ||
JOTEC [Member] | |||
Issuance of common stock for acquisition of intangible assets | $ 53,119 |
Summary Of Significant Accoun46
Summary Of Significant Accounting Policies (Schedule Of Depreciation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary Of Significant Accounting Policies [Abstract] | |||
Depreciation expense | $ 4,648 | $ 3,958 | $ 3,728 |
Financial Instruments (Summary
Financial Instruments (Summary Of Financial Instruments Measured At Fair Value) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | $ 1,148 | $ 4,165 |
Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 372 | 3,466 |
Restricted securities | 776 | 699 |
Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 1,148 | 4,165 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 372 | 3,466 |
Restricted securities | 776 | 699 |
Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | ||
Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | ||
Restricted securities | ||
Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | ||
Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | ||
Restricted securities |
Cash Equivalents And Restrict48
Cash Equivalents And Restricted Securities (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | $ 776,000 | $ 699,000 | |
Gross realized gains or losses on cash equivalents | 0 | 0 | $ 0 |
Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | 776,000 | 699,000 | |
Maturity Date Within Three Months [Member] | Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | 537,000 | 490,000 | |
Maturity Date Between Three Months And One Year [Member] | Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | $ 239,000 | $ 209,000 | |
Minimum [Member] | Maturity Date Between Three Months And One Year [Member] | Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities maturity period | 3 months | 3 months | |
Maximum [Member] | Maturity Date Within Three Months [Member] | Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities maturity period | 3 months | 3 months | |
Maximum [Member] | Maturity Date Between Three Months And One Year [Member] | Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities maturity period | 1 year | 1 year |
Cash Equivalents And Restrict49
Cash Equivalents And Restricted Securities (Summary Of Cash Equivalents And Restricted Securities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash and Cash Equivalents [Line Items] | ||||
Cash Equivalents, Cost Basis | $ 39,977 | $ 56,642 | $ 37,588 | $ 33,375 |
Restricted Securities, Cost Basis | 776 | 699 | ||
Cash [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cost Basis | 699 | |||
Unrealized Holding Gains | ||||
Restricted Securities, Estimated Market Value | 699 | |||
Money Market Funds [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash Equivalents, Cost Basis | 372 | 3,466 | ||
Restricted Securities, Cost Basis | 776 | |||
Unrealized Holding Gains | ||||
Cash Equivalents, Estimated Market Value | 372 | $ 3,466 | ||
Restricted Securities, Estimated Market Value | $ 776 |
Acquisition Of JOTEC (Narrative
Acquisition Of JOTEC (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 01, 2017 | Oct. 10, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||
Financing for business acquisition | $ 255,000 | ||||||
Term loan balance | $ 228,969 | $ 228,969 | $ 73,594 | ||||
Cash consideration | 409 | 1,226 | |||||
Transaction and integration costs | 7,400 | $ 7,400 | |||||
JOTEC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Agreement date | Oct. 10, 2017 | ||||||
Acquisition price | 225,000 | ||||||
Cash consideration | $ 168,800 | ||||||
Escrow deposit, part of payments to acquire business | $ 22,500 | ||||||
Purchase consideration, net of debt and cash acquired | 221,869 | $ 221,869 | |||||
Transaction and integration costs | 8,900 | 8,900 | |||||
Revenues | 4,100 | ||||||
Net loss | $ (1,500) | $ (736) | $ (1,966) | ||||
Pro forma tax rate | 38.00% | 38.00% | 38.00% | ||||
Pro forma loss per common share - basic | $ (0.02) | $ (0.06) | |||||
Pro forma amortization of intangible assets | $ 3,800 | $ 4,900 | $ 5,500 | ||||
Pro forma loss per common share - diluted | $ 0.07 | $ (0.02) | $ (0.06) | ||||
JOTEC [Member] | Clerical Error [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Pro forma amortization adjustment | $ 3,200 | $ 4,300 | |||||
JOTEC [Member] | Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common shares issued | 2,682,754 | ||||||
Common stock value issued in business combination | $ 53,100 | ||||||
Scenario, Actual [Member] | JOTEC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Pro forma loss per common share - basic | $ 0.13 | $ 0.02 | |||||
Reclassification [Member] | JOTEC [Member] | Restatement Adjustment Pro Forma [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Pro forma loss per common share - basic | $ (0.06) | $ (0.08) | |||||
Term Loan [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Term loan balance | 225,000 | 225,000 | |||||
Senior Secured Credit Facility [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Credit facility aggregate commitments | 255,000 | ||||||
Revolving Credit Facility [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Credit facility aggregate commitments | $ 30,000 | $ 30,000 |
Acquisition Of JOTEC (Purchase
Acquisition Of JOTEC (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 188,305 | $ 78,294 | $ 11,365 |
JOTEC [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 4,089 | ||
Receivables | 13,204 | ||
Inventories | 17,341 | ||
Intangible assets | 115,820 | ||
Property and Equipment | 12,921 | ||
Goodwill | 110,100 | ||
Other assets | 3,893 | ||
Debt acquired | (3,770) | ||
Liabilities assumed | (51,729) | ||
Total purchase consideration | $ 221,869 |
Acquisition Of JOTEC (Pro Forma
Acquisition Of JOTEC (Pro Forma Information) (Details) - JOTEC [Member] - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||||
Total revenues | $ 236,209 | $ 224,896 | |||
Net loss | $ (1,500) | $ (736) | $ (1,966) | ||
Pro forma loss per common share - basic | $ (0.02) | $ (0.06) | |||
Pro forma loss per common share - diluted | $ 0.07 | $ (0.02) | $ (0.06) | ||
Pro forma tax rate | 38.00% | 38.00% | 38.00% |
Acquisition Of On-X Life Tech53
Acquisition Of On-X Life Technologies (Narrative) (Details) - USD ($) $ in Thousands | Jan. 20, 2016 | Dec. 22, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||
Cash consideration | $ 409 | $ 1,226 | |||
Transaction and integration costs | $ 7,400 | ||||
On-X Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Agreement date | Dec. 22, 2015 | ||||
Acquisition price | $ 128,200 | ||||
Close date | Jan. 20, 2016 | ||||
Total purchase price | $ 128,217 | ||||
Cash consideration | $ 93,600 | ||||
Common shares issued | 3,703,699 | ||||
Common stock consideration | $ 34,600 | ||||
Escrow deposit, part of payments to acquire business | $ 10,000 | ||||
Pro forma tax rate | 38.00% | 38.00% | 38.00% | ||
Plan [Member] | On-X Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition price | $ 130,000 |
Acquisition Of On-X Life Tech54
Acquisition Of On-X Life Technologies (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 188,305 | $ 78,294 | $ 11,365 |
On-X Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 2,472 | ||
Receivables | 6,826 | ||
Inventories | 12,889 | ||
Intangible assets | 53,950 | ||
Goodwill | 68,229 | ||
Other assets | 6,891 | ||
Liabilities assumed | (23,040) | ||
Total purchase consideration | $ 128,217 |
Acquisition Of On-X Life Tech55
Acquisition Of On-X Life Technologies (Pro Forma Information) (Details) - On-X Agreement [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||
Total revenues | $ 182,007 | $ 179,266 | |
Net income (loss) | $ 17,692 | $ (4,787) | |
Pro forma income (loss) per common share - basic | $ 0.54 | $ (0.15) | |
Pro forma income (loss) per common share - diluted | $ 0.53 | $ (0.15) | |
Pro forma tax rate | 38.00% | 38.00% | 38.00% |
Sales Of Business Components (N
Sales Of Business Components (Narrative) (Details) - USD ($) | Mar. 18, 2016 | Feb. 03, 2016 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from divestiture of business | $ 740,000 | $ 19,795,000 | |||||
Payments to acquire distribution rights | $ 409,000 | $ 1,226,000 | |||||
Geographic Concentration Risk [Member] | Long-Lived Assets [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Concentration percentage | 99.00% | ||||||
Geographic Concentration Risk [Member] | Long-Lived Assets [Member] | Domestic [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Concentration percentage | 60.00% | 99.00% | |||||
Hancock Jaffe [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Distribution agreement amount of payment | $ 3,400,000 | ||||||
Inventory received | $ 1,700,000 | ||||||
HeRO Graft Product Line [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Amount of consideration received from sale of product line | $ 18,500,000 | ||||||
Proceeds from divestiture of business | 17,800,000 | $ 740,000 | |||||
Pre-tax gain (loss) on sale business components | $ 8,800,000 | ||||||
ProCol [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from divestiture of business | 2,000,000 | ||||||
Pre-tax gain (loss) on sale business components | (845,000) | ||||||
Remaining prepayments settled | $ 1,700,000 | ||||||
HeRO Graft And ProCol Product Lines [Member] | Maximum [Member] | Product Lines Concentration Risk [Member] | Total Revenues [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Concentration percentage | 10.00% | ||||||
HeRO Graft And ProCol Product Lines [Member] | Maximum [Member] | Product Lines Concentration Risk [Member] | Long-Lived Assets [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Concentration percentage | 10.00% |
PhotoFix Distribution Agreeme57
PhotoFix Distribution Agreement And Acquisition (Narrative) (Details) | Apr. 13, 2016USD ($) | Dec. 31, 2017USD ($)contract | Dec. 31, 2016USD ($) |
Cash consideration | $ 409,000 | $ 1,226,000 | |
GBI Agreement [Member] | |||
Initial term of contract for distribution rights | 5 years | ||
Number of contract renewals | contract | 2 | ||
Term of contract renewals | 1 year | ||
Close date | Apr. 13, 2016 | ||
Total purchase price | $ 2,300,000 | ||
Cash consideration | 1,200,000 | ||
Advance consideration | 600,000 | ||
Payment after successful transfer | $ 400,000 |
Medafor Matters (Details)
Medafor Matters (Details) - USD ($) shares in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Additional payment received for acquisition of outstanding shares | $ 891,000 | $ 530,000 | $ 15,400,000 | |
Cost-method Investments, Realized Gain (Loss) | $ 891,000 | |||
Medafor Inc. [Member] | ||||
Shares of common stock sold | 2.4 |
Direct Sales in France (Details
Direct Sales in France (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Direct Sales In France [Abstract] | |
Acquisition of French distribution business | $ 1,349 |
Inventories And Deferred Pres60
Inventories And Deferred Preservation Costs (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Consignment inventory | $ 9.3 | $ 4.9 |
Domestic [Member] | ||
Inventory [Line Items] | ||
Consignment inventory percentage | 58.00% | 80.00% |
Foreign [Member] | ||
Inventory [Line Items] | ||
Consignment inventory percentage | 42.00% | 20.00% |
Inventories And Deferred Pres61
Inventories And Deferred Preservation Costs (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventories And Deferred Preservation Costs [Abstract] | ||
Raw materials and supplies | $ 16,328 | $ 9,321 |
Work-in-process | 5,504 | 3,321 |
Finished goods | 24,852 | 13,651 |
Total inventories | $ 46,684 | $ 26,293 |
Inventories And Deferred Pres62
Inventories And Deferred Preservation Costs (Schedule Of Deferred Preservation Costs) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Total deferred preservation costs | $ 35,671 | $ 30,688 |
Cardiac Tissues [Member] | ||
Total deferred preservation costs | 16,988 | 15,768 |
Vascular Tissues [Member] | ||
Total deferred preservation costs | $ 18,683 | $ 14,920 |
Goodwill And Other Intangible63
Goodwill And Other Intangible Assets (Schedule Of Carrying Values Of Indefinite Lived Intangible Assets)(Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill | $ 188,305 | $ 78,294 | $ 11,365 |
In Process R&D [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Total indefinite lived intangible assets | 13,954 | ||
Procurement Contracts And Agreements [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Total indefinite lived intangible assets | 2,013 | 2,013 | |
Trademarks [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Total indefinite lived intangible assets | $ 841 | $ 841 |
Goodwill And Other Intangible64
Goodwill And Other Intangible Assets (Schedule Of Goodwill By Reportable Segment) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||
Beginning balance | $ 78,294 | $ 11,365 |
Revaluation of goodwill denominated in foreign currency | (89) | |
Ending balance | 188,305 | 78,294 |
JOTEC [Member] | ||
Goodwill [Line Items] | ||
Goodwill acquired | 110,100 | |
Ending balance | 110,100 | |
On-X [Member] | ||
Goodwill [Line Items] | ||
Goodwill acquired | 68,229 | |
HeRO Graft [Member] | ||
Goodwill [Line Items] | ||
Goodwill allocated to sale | (1,200) | |
ProCol [Member] | ||
Goodwill [Line Items] | ||
Goodwill allocated to sale | $ (100) |
Goodwill And Other Intangible65
Goodwill And Other Intangible Assets (Schedule Of Gross Carrying Values, Accumulated Amortization, And Approximate Amortization Period Of Definite Lived Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Acquired Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 139,045 | $ 38,478 |
Accumulated amortization | 8,685 | 5,956 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 3,612 | 3,710 |
Accumulated amortization | $ 2,819 | $ 2,702 |
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 | $ 4,059 |
Accumulated amortization | 1,820 | 1,532 |
Customer Lists And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 32,419 | 29,140 |
Accumulated amortization | 3,552 | 2,141 |
Non-Compete Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 381 | |
Accumulated amortization | $ 381 | |
Amortization Period | 10 years | |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,439 | $ 1,262 |
Accumulated amortization | $ 1,076 | $ 531 |
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 |
Maximum [Member] | Acquired Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 22 years | 22 years |
Maximum [Member] | Distribution And Manufacturing Rights And Know-How [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 15 years | 15 years |
Maximum [Member] | Customer Lists And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 23 years | 22 years |
Maximum [Member] | Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 3 years | 3 years |
Goodwill And Other Intangible66
Goodwill And Other Intangible Assets (Summary Of Amortization Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill And Other Intangible Assets [Abstract] | |||
Amortization expense | $ 5,085 | $ 4,426 | $ 2,135 |
Goodwill And Other Intangible67
Goodwill And Other Intangible Assets (Scheduled Amortization Of Intangible Assets For Next Five Years) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Goodwill And Other Intangible Assets [Abstract] | |
2,018 | $ 10,810 |
2,019 | 10,468 |
2,020 | 10,304 |
2,021 | 10,283 |
2,022 | 9,755 |
Amortization estimate, Total | $ 51,620 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effective income tax rate | (4.00%) | 41.00% | 32.00% | |
Provision to return adjustments | $ 78,000 | $ (59,000) | $ (86,000) | |
Reversal in uncertain tax positions | (67,000) | (153,000) | (869,000) | |
Unrecognized tax benefits, reduction resulting from lapse of applicable statute of limitations | $ 254,000 | $ 227,000 | $ 904,000 | |
Federal statutory income tax rate | 34.00% | 35.00% | 34.00% | |
Valuation allowances against deferred tax assets | $ 2,469,000 | $ 2,157,000 | ||
Net deferred tax liability | 28,821,000 | 7,000 | ||
Federal net operating loss carryforwards related to the acquisitions of Cardiogenesis and Hemosphere | 3,400,000 | |||
State net operating loss carryforwards | 2,800,000 | |||
Research and development tax credit carryforwards | 490,000 | |||
Total uncertain tax liability including interest and penalties | 4,600,000 | 3,600,000 | ||
Uncertain tax liability recorded as reduction to deferred tax assets | 146,000 | 234,000 | ||
Uncertain tax liability recorded to non-current liability | 4,500,000 | $ 3,400,000 | ||
Approximate amount of uncertain tax liability to be recognized in 2018 | 817,000 | |||
Approximate amount that would affect tax rate | $ 433,000 | |||
Plan [Member] | ||||
Federal statutory income tax rate | 21.00% | |||
Research [Member] | ||||
Tax credit carryforwards expiration date | Dec. 31, 2022 | |||
Texas Tax Credit [Member] | ||||
Other tax credit | $ 164,000 | |||
Federal [Member] | ||||
Operating loss carryforwards expiration date | Dec. 31, 2018 | |||
State [Member] | ||||
Operating loss carryforwards expiration date | Dec. 31, 2022 | |||
Texas [Member] | State [Member] | ||||
Tax credit carryforwards expiration date | Dec. 31, 2027 |
Income Taxes (Schedule Of Incom
Income Taxes (Schedule Of Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | |||
Domestic | $ 5,086 | $ 17,874 | $ 5,701 |
Foreign | (1,525) | 538 | 167 |
Income before income taxes | $ 3,561 | $ 18,412 | $ 5,868 |
Income Taxes (Schedule Of Inc70
Income Taxes (Schedule Of Income Tax Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | |||
Current: Federal | $ 521 | $ 3,948 | $ 231 |
Current: State | 110 | 626 | 142 |
Current: Foreign | 460 | 353 | 160 |
Current: Income tax expense | 1,091 | 4,927 | 533 |
Deferred: Federal | (714) | 2,836 | 1,011 |
Deferred: State | 70 | (9) | 319 |
Deferred: Foreign | (590) | (120) | |
Deferred: Income tax expense | (1,234) | 2,707 | 1,330 |
Income tax (benefit) expense | $ (143) | $ 7,634 | $ 1,863 |
Income Taxes (Schedule Of Effec
Income Taxes (Schedule Of Effective Income Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | |||
Tax expense at statutory rate | $ 1,211 | $ 6,444 | $ 1,995 |
Nondeductible transaction costs | 1,676 | 908 | |
State income taxes, net of federal benefit | 212 | 531 | 499 |
Nondeductible loss on unit disposals | 455 | ||
Nondeductible entertainment expenses | 258 | 221 | 184 |
Foreign income taxes | 364 | 130 | 118 |
Limitation of future deductibility of stock awards | 145 | ||
Provision to return adjustments | 96 | 29 | 122 |
State valuation allowance adjustment | 54 | (84) | (19) |
Impact of Tax Cuts and Job Act | (255) | ||
Equity compensation | (2,664) | 135 | 144 |
Net change in uncertain tax positions | (67) | (153) | (869) |
Federal tax rate differential | (100) | ||
Foreign tax credit | (133) | (178) | (92) |
Unrealized income on investments | (163) | (111) | 63 |
Domestic production activities deduction | (174) | (456) | (87) |
Research and development credit | (525) | (296) | (281) |
Other | (78) | 59 | 86 |
Income tax (benefit) expense | $ (143) | $ 7,634 | $ 1,863 |
Income Taxes (Schedule Of Defer
Income Taxes (Schedule Of Deferred Tax Assets And Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Taxes [Abstract] | ||
Allowance for bad debts | $ 101 | $ 208 |
Inventory and deferred preservation costs write-downs | 570 | 708 |
Investment in equity securities | 36 | 58 |
Property | 1,780 | |
Intangible assets | 1,306 | 2,034 |
Accrued expenses | 4,719 | 4,215 |
Loss carryforwards | 8,369 | 8,760 |
Credit carryforwards | 771 | 1,001 |
Stock compensation | 2,213 | 3,678 |
Transaction Costs | 122 | |
Deferred compensation | 1,010 | 973 |
UNICAP | 390 | 371 |
Tax benefit of tax reserves | 229 | 333 |
Other | 402 | 409 |
Less valuation allowance | (2,469) | (2,157) |
Total deferred tax assets | 17,647 | 22,493 |
Prepaid items | (285) | (436) |
Intangible assets | (43,647) | (21,665) |
Property | (1,632) | |
Other | (904) | (399) |
Total deferred tax liabilities | (46,468) | (22,500) |
Total net deferred tax liabilities | $ (28,821) | $ (7) |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | |||
Beginning balance | $ 3,390 | $ 969 | $ 1,437 |
Increases related to current year tax positions | 143 | 86 | 103 |
Increases related to prior year tax positions | 1,155 | 2,668 | 403 |
Decreases related to prior year tax positions | (106) | (40) | (70) |
Decreases related to settlements | (66) | ||
Decreases due to the lapsing of statutes of limitations | (254) | (227) | (904) |
Ending balance | 4,328 | 3,390 | 969 |
Beginning Balance | 208 | 210 | 366 |
Accrual of interest and penalties | 169 | 92 | 50 |
Decreases related to prior year tax positions | (62) | (94) | (206) |
Ending Balance | $ 315 | $ 208 | $ 210 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | Jan. 20, 2016 | Jun. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 01, 2017 | Oct. 10, 2017 |
Line of Credit Facility [Line Items] | |||||||
Term loan balance | $ 228,969,000 | $ 73,594,000 | |||||
Credit facility aggregate interest rate | 5.36% | 3.50% | |||||
Credit facility commitment fee percentage | 0.50% | ||||||
Credit facility default interest rate | 2.00% | ||||||
Interest expense | $ 4,900,000 | $ 3,000,000 | $ 62,000 | ||||
Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Term loan balance | 225,000,000 | 73,594,000 | |||||
Government Sponsored Debt [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Loan term | 9 years | ||||||
2.45% Sparkasse Zollernalb (KFW Loan 1) [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Term loan balance | 2,312,000 | ||||||
Interest rate on amounts borrowed | 2.45% | ||||||
1.4% Sparkasse Zollernalb (KFW Loan 2) [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Term loan balance | 1,657,000 | ||||||
Interest rate on amounts borrowed | 1.40% | ||||||
Amended Debt Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Term loan balance | $ 0 | $ 67,000,000 | |||||
Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility aggregate commitments | $ 30,000,000 | $ 30,000,000 | |||||
Credit facility maturity date | Dec. 1, 2022 | ||||||
Revolving Credit Facility [Member] | On-X Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility aggregate commitments | $ 20,000,000 | ||||||
Credit facility commitment fee percentage | 0.50% | ||||||
Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility margin | 3.00% | ||||||
Revolving Credit Facility [Member] | Minimum [Member] | LIBOR [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility margin | 4.00% | ||||||
Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility margin | 3.25% | ||||||
Revolving Credit Facility [Member] | Maximum [Member] | LIBOR [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility margin | 4.25% | ||||||
Senior Secured Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility aggregate commitments | 255,000,000 | ||||||
Senior Secured Credit Facility [Member] | On-X Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility aggregate commitments | $ 95,000,000 | ||||||
Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Term loan balance | $ 225,000,000 | $ 225,000,000 | |||||
Term Loan [Member] | On-X Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Term loan balance | 75,000,000 | ||||||
Term Loan [Member] | JOTEC [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility maturity date | Dec. 1, 2024 | ||||||
Term Loan [Member] | JOTEC [Member] | Base Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility margin | 3.00% | ||||||
Term Loan [Member] | JOTEC [Member] | LIBOR [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility margin | 4.00% | ||||||
Letter Of Credit Sub-Facility [Member] | On-X Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility aggregate commitments | 4,000,000 | ||||||
Swing-Line Sub-Facility [Member] | On-X Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility aggregate commitments | $ 3,000,000 |
Debt (Schedule Of Short-Term An
Debt (Schedule Of Short-Term And Long-Term Balances Of Term Loan) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Term loan balance | $ 228,969 | $ 73,594 |
Less unamortized loan origination costs | (10,015) | (2,020) |
Total borrowed | 218,954 | 71,574 |
Less short-term loan balance | (718) | (4,562) |
Long-term loan balance | 218,236 | 67,012 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Term loan balance | 225,000 | $ 73,594 |
2.45% Sparkasse Zollernalb (KFW Loan 1) [Member] | ||
Debt Instrument [Line Items] | ||
Term loan balance | 2,312 | |
1.4% Sparkasse Zollernalb (KFW Loan 2) [Member] | ||
Debt Instrument [Line Items] | ||
Term loan balance | $ 1,657 |
Debt (Schedule Of Debt Maturiti
Debt (Schedule Of Debt Maturities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt [Abstract] | ||
2,018 | $ 2,814 | |
2,019 | 2,813 | |
2,020 | 2,813 | |
2,021 | 2,814 | |
2,022 | 2,813 | |
Thereafter | 214,902 | |
Total | $ 228,969 | $ 73,594 |
Commitments And Contingencies77
Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Thousands | Sep. 28, 2010 | Jan. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Other Commitments [Line Items] | |||||||
Deferred rent obligations | $ 2,895 | $ 2,355 | |||||
Lease expiration | Dec. 31, 2022 | ||||||
Total rental expense for operating leases | $ 4,900 | 4,300 | $ 3,400 | ||||
Unreported loss liability | 1,800 | 1,500 | |||||
Recoverable insurance amounts | 692 | 626 | |||||
Property and equipment, net | 33,579 | $ 18,502 | |||||
PerClot [Member] | |||||||
Other Commitments [Line Items] | |||||||
Prepaid royalties | 1,500 | ||||||
Net intangible assets | 2,600 | ||||||
Property and equipment, net | $ 1,400 | ||||||
Performance Stock Awards (PSAs) [Member] | |||||||
Other Commitments [Line Items] | |||||||
Authorized awards from approved stock incentive plans | |||||||
Stock Options [Member] | |||||||
Other Commitments [Line Items] | |||||||
Grants of stock options | 260,000 | 387,000 | 328,000 | ||||
CEO [Member] | |||||||
Other Commitments [Line Items] | |||||||
Term of employment agreement | 3 years | ||||||
Chair Of Board Of Directors [Member] | |||||||
Other Commitments [Line Items] | |||||||
Severance payment | $ 1,400 | ||||||
Remaining severance obligations | $ 77 | $ 83 | |||||
Maximum [Member] | |||||||
Other Commitments [Line Items] | |||||||
Estimated loss | 2,900 | ||||||
Starch Technology Purchase [Member] | |||||||
Other Commitments [Line Items] | |||||||
Term of distribution agreement | 15 years | ||||||
Amount paid related to achievement of contingent milestone | $ 500 | ||||||
Expected future contingent payment amounts | $ 1,000 |
Commitments And Contingencies78
Commitments And Contingencies (Schedule Of Future Minimum Lease Payments for Capital Leases and Operating Leases) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments And Contingencies [Abstract] | |
2018, Capital Leases | $ 1,034 |
2019, Capital Leases | 1,061 |
2020, Capital Leases | 874 |
2021, Capital Leases | 838 |
2022, Capital Leases | 781 |
Thereafter, Capital Leases | 6,243 |
Total minimum capital lease payments | 10,831 |
Less amount representing interest | 3,415 |
Present value of net minimum lease payments | 7,416 |
Less current maturities | 580 |
Capital lease obligations, less current maturities | 6,836 |
2018, Operating Leases | 5,927 |
2019, Operating Leases | 6,231 |
2020, Operating Leases | 5,098 |
2021, Operating Leases | 4,249 |
2022, Operating Leases | 2,038 |
Thereafter, Operating Leases | 5,301 |
Total minimum operating lease payments | 28,844 |
2018, Sublease Income | 512 |
2019, Sublease Income | 525 |
2020, Sublease Income | 538 |
2021, Sublease Income | 552 |
Total minimum sublease income | $ 2,127 |
Commitments And Contingencies79
Commitments And Contingencies (Schedule Of Assets Acquired Under Capital Leases) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Capital Leased Assets [Line Items] | |
Total | $ 8,214 |
Equipment [Member] | |
Capital Leased Assets [Line Items] | |
Total | 1,306 |
Leasehold Improvements [Member] | |
Capital Leased Assets [Line Items] | |
Total | $ 6,908 |
Cash Dividends (Details)
Cash Dividends (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Equity, Class of Treasury Stock [Line Items] | |
Dividend payment from cash on hand | $ 3,408 |
Retained Earnings [Member] | |
Equity, Class of Treasury Stock [Line Items] | |
Dividend payment from cash on hand | 3,408 |
Additional Paid In Capital [Member] | |
Equity, Class of Treasury Stock [Line Items] | |
Dividend payment from cash on hand |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - 401(K) [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Company's matching percentage of employees' contribution | 100.00% | 40.00% | 40.00% |
Company's matching contribution of employees' salary | 3.00% | 5.00% | 5.00% |
Company's total contributions | $ 1,400,000 | $ 750,000 | $ 573,000 |
Discretionary contributions | $ 0 | $ 0 | $ 0 |
Stock Compensation (Narrative)
Stock Compensation (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total fair value | $ 11,100,000 | $ 2,900,000 | $ 4,800,000 |
Employees purchased common stock, shares | 93,000 | 90,000 | 78,000 |
Capitalized stock compensation expense | $ 394,000 | $ 274,000 | $ 237,000 |
ESPP Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
ESPP, percentage of market price for eligible employees | 85.00% | ||
RSAs, RSUs, And PSUs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized awards from approved stock incentive plans | 490,000 | 405,000 | |
Aggregate grant date market value | $ 5,500,000 | $ 4,300,000 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants of stock options | 260,000 | 387,000 | 328,000 |
Unrecognized compensation costs | $ 1,600,000 | ||
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year 6 months | ||
RSAs, RSUs, PSUs, And PSAs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized awards from approved stock incentive plans | 426,000 | ||
Aggregate grant date market value | $ 7,100,000 | ||
Unrecognized compensation costs | $ 6,100,000 | ||
Restricted Stock Awards (RSAs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized awards from approved stock incentive plans | 138,000 | 216,000 | 207,000 |
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year 1 month 6 days | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized awards from approved stock incentive plans | 196,000 | 146,000 | 88,000 |
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year 10 months 24 days | ||
Performance Stock Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized awards from approved stock incentive plans | 126,000 | 144,000 | 125,000 |
Percentage of target number of shares of common stock granted as Performance Stock Units | 92.00% | 142.00% | 127.00% |
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 8 months 12 days | ||
Performance Stock Awards (PSAs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized awards from approved stock incentive plans | |||
Minimum [Member] | Performance Stock Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of target number of shares of common stock granted as Performance Stock Units | 60.00% | ||
Maximum [Member] | Performance Stock Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of target number of shares of common stock granted as Performance Stock Units | 150.00% |
Stock Compensation (Schedule Of
Stock Compensation (Schedule Of Shares Available For Grant) (Details) - shares | Dec. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized Shares | 9,000,000 | |
Available for Grant | 1,799,000 | 2,663,000 |
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 | 377,000 | 469,000 |
2009 Equity And Cash Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized Shares | 7,100,000 | |
Available for Grant | 1,422,000 | 2,194,000 |
Stock Compensation (Schedule 84
Stock Compensation (Schedule Of Weighted-Average Assumptions Used To Determine The Fair Value Of Options) (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life of options | 4 years 9 months | 4 years 9 months | 4 years 6 months |
Expected stock price volatility | 0.40% | 0.40% | 0.44% |
Dividends | 1.12% | ||
Risk-free interest rate | 1.87% | 1.20% | 1.41% |
ESPP Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life of options | 6 months | 6 months | 6 months |
Expected stock price volatility | 0.39% | 0.30% | 0.32% |
Dividends | 1.06% | ||
Risk-free interest rate | 0.85% | 0.43% | 0.12% |
Stock Compensation (Schedule 85
Stock Compensation (Schedule Of Stock Grant Activity For RSAs) (Details) - Restricted Stock Awards (RSAs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested, Beginning Balance, Shares | 392,000 | 314,000 | 495,000 |
Granted, Shares | 138,000 | 216,000 | 207,000 |
Vested, Shares | (129,000) | (138,000) | (278,000) |
Forfeited, Shares | (18,000) | (110,000) | |
Unvested, Ending Balance, Shares | 383,000 | 392,000 | 314,000 |
Unvested, Beginning Balance, Weighted Average Grant Date Fair Value | $ 10.64 | $ 9.31 | $ 7.65 |
Granted, Weighted Average Grant Date Fair Value | 17 | 10.84 | 10.33 |
Vested, Weighted Average Grant Date Fair Value | 10.84 | 7.92 | 8.10 |
Forfeited, Weighted Average Grant Date Fair Value | 11.78 | 8.49 | |
Unvested, Ending Balance, Weighted Average Grant Date Fair Value | $ 12.81 | $ 10.64 | $ 9.31 |
Stock Compensation (Summary Of
Stock Compensation (Summary Of Total Stock Compensation Expenses) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 7,313 | $ 6,602 | $ 5,326 |
RSA, PSA, RSU, And PSU Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | 5,335 | 4,966 | 3,955 |
Stock Option And ESPP Option Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 1,978 | $ 1,636 | $ 1,371 |
Stock Compensation (Schedule 87
Stock Compensation (Schedule Of Stock Grant Activity For PSAs) (Details) - Performance Stock Awards (PSAs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Unvested, Beginning Balance, Shares | 250,000 | 250,000 | 250,000 |
Granted, Shares | |||
Vested, Shares | (250,000) | ||
Forfeited, Shares | |||
Unvested, Ending Balance, Shares | 250,000 | 250,000 | |
Unvested, Beginning Balance, Weighted Average Grant Date Fair Value | $ 10.18 | $ 10.18 | $ 10.18 |
Granted, Weighted Average Grant Date Fair Value | |||
Vested, Weighted Average Grant Date Fair Value | 10.18 | ||
Forfeited, Weighted Average Grant Date Fair Value | |||
Unvested, Ending Balance, Weighted Average Grant Date Fair Value | $ 10.18 | $ 10.18 |
Stock Compensation (Schedule 88
Stock Compensation (Schedule Of Stock Grant Activity For RSUs) (Details) - Restricted Stock Units (RSUs) [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested, Beginning Balance, Shares | 178,000 | 103,000 | 61,000 | |
Granted, Shares | 196,000 | 146,000 | 88,000 | |
Vested, Shares | (64,000) | (44,000) | (36,000) | |
Forfeited, Shares | (24,000) | (27,000) | (10,000) | |
Unvested, Ending Balance, Shares | 286,000 | 178,000 | 103,000 | 61,000 |
Vested and expected to vest, Shares | 286,000 | |||
Outstanding, Weighted Average Remaining Contractual Term in Years | 1 year 3 months 4 days | 1 year 2 months 27 days | 1 year 2 months 1 day | 1 year 2 months 16 days |
Vested and expected to vest, Weighted Average Remaining Contractual Term in Years | 1 year 3 months 4 days | |||
Outstanding, Aggregate Intrinsic Value | $ 5,477,000 | $ 3,405,000 | $ 1,110,000 | $ 687,000 |
Vested and expected to vest, Aggregate Intrinsic Value | $ 5,477,000 |
Stock Compensation (Schedule 89
Stock Compensation (Schedule Of Stock Grant Activity For PSUs) (Details) - Performance Stock Units (PSUs) [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested, Beginning Balance, Shares | 188,000 | 135,000 | 257,000 | |
Granted, Shares | 126,000 | 144,000 | 125,000 | |
Vested, Shares | (128,000) | (83,000) | (139,000) | |
Forfeited, Shares | (17,000) | (8,000) | (108,000) | |
Unvested, Ending Balance, Shares | 169,000 | 188,000 | 135,000 | 257,000 |
Vested and expected to vest, Shares | 169,000 | |||
Outstanding, Weighted Average Remaining Contractual Term in Years | 8 months 16 days | 9 months 7 days | 8 months 27 days | 8 months 23 days |
Vested and expected to vest, Weighted Average Remaining Contractual Term in Years | 8 months 16 days | |||
Outstanding, Aggregate Intrinsic Value | $ 3,236,000 | $ 3,603,000 | $ 1,455,000 | $ 2,907,000 |
Vested and expected to vest, Aggregate Intrinsic Value | $ 3,236,000 |
Stock Compensation (Summary O90
Stock Compensation (Summary Of Stock Option Activity) (Details) - Stock Options [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding, Beginning Balance, Shares | 1,911,000 | 1,896,000 | 2,021,000 | |
Granted, Shares | 260,000 | 387,000 | 328,000 | |
Exercised, Shares | (394,000) | (372,000) | (248,000) | |
Forfeited, Shares | (31,000) | (112,000) | ||
Expired, Shares | (5,000) | (93,000) | ||
Outstanding, Ending Balance, Shares | 1,741,000 | 1,911,000 | 1,896,000 | 2,021,000 |
Vested and expected to vest, Shares | 1,741,000 | |||
Exercisable, Shares | 1,167,000 | |||
Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 8.59 | $ 7.65 | $ 7.43 | |
Granted, Weighted Average Exercise Price | 16.30 | 10.34 | 10.83 | |
Exercised, Weighted Average Exercise Price | 6.30 | 5.60 | 7.42 | |
Forfeited, Weighted Average Exercise Price | 12.47 | 9.93 | ||
Expired, Weighted Average Exercise Price | 7.01 | 12.08 | ||
Outstanding, Ending Balance, Weighted Average Exercise Price | 10.19 | $ 8.59 | $ 7.65 | $ 7.43 |
Vested and expected to vest, Weighted Average Exercise Price | 10.19 | |||
Exercisable, Weighted Average Exercise Price | $ 8.81 | |||
Outstanding, Weighted Average Remaining Contractual Term in years | 3 years 7 months 21 days | 3 years 6 months 18 days | 3 years 3 months 22 days | 3 years 6 months 15 days |
Vested and expected to vest, Weighted Average Remaining Contractual Term in Years | 3 years 7 months 21 days | |||
Exercisable, Weighted Average Remaining Contractual Term in years | 2 years 9 months 4 days | |||
Outstanding, Aggregate Intrinsic Value | $ 15,598,000 | $ 20,179,000 | $ 5,992,000 | $ 8,021,000 |
Vested and expected to vest, Aggregate Intrinsic Value | 15,598,000 | |||
Exercisable, Aggregate Intrinsic Value | $ 12,057,000 |
Stock Compensation (Summary O91
Stock Compensation (Summary Of Other Information Concerning Stock Options) (Details) - Stock Options [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average fair value of options granted | $ 5.97 | $ 3.68 | $ 3.82 |
Intrinsic value of options exercised | $ 4,748,000 | $ 2,422,000 | $ 761,000 |
Income Per Common Share (Comput
Income Per Common Share (Computation Of Basic And Diluted Income Per Common Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2017 | [1] | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | [2] | Sep. 30, 2016 | [2] | Jun. 30, 2016 | [2] | Mar. 31, 2016 | [2] | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||||||||
Net income | $ (3,007) | $ 1,325 | $ 3,163 | $ 2,223 | $ 2,897 | $ 2,993 | $ 2,347 | $ 2,541 | $ 2,636 | $ 2,145 | $ (502) | $ (274) | $ 3,704 | $ 10,778 | $ 4,005 | ||||||||
Net income allocated to participating securities | (63) | (208) | (87) | ||||||||||||||||||||
Net income allocated to common shareholders | $ 3,641 | $ 10,570 | $ 3,918 | ||||||||||||||||||||
Basic weighted-average common shares outstanding | 33,008,000 | 31,855,000 | 27,744,000 | ||||||||||||||||||||
Basic income per common share | $ 0.11 | $ 0.33 | $ 0.14 | ||||||||||||||||||||
Net income allocated to participating securities, diluted | $ (61) | $ (202) | $ (87) | ||||||||||||||||||||
Net income allocated to common shareholders, diluted | $ 3,643 | $ 10,576 | $ 3,918 | ||||||||||||||||||||
Effect of dilutive stock options and awards | 1,155,000 | 967,000 | 798,000 | ||||||||||||||||||||
Diluted weighted-average common shares outstanding | 34,163,000 | 32,822,000 | 28,542,000 | ||||||||||||||||||||
Diluted income per common share | $ (0.09) | $ 0.04 | $ 0.09 | $ 0.06 | $ 0.09 | $ 0.09 | $ 0.07 | $ 0.08 | $ 0.09 | $ 0.07 | $ (0.02) | $ (0.01) | $ 0.11 | [3] | $ 0.32 | [3] | $ 0.14 | [3] | |||||
Stock Options [Member] | |||||||||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||||||||
Antidilutive securities excluded from computation of earnings per share | 227,000 | 1,000 | 710,000 | ||||||||||||||||||||
[1] | In December 2017 we completed our acquisition of JOTEC, which is also being operated as a wholly owned subsidiary of CryoLife. | ||||||||||||||||||||||
[2] | In January 2016 we completed our acquisition of On-X Life Technologies Holdings, Inc., which is being operated as a wholly owned subsidiary of CryoLife. In 2016 we also sold our HeRO Graft product line and our ProCol product line, and ceased sales of these products during 2016. | ||||||||||||||||||||||
[3] | We excluded stock options from the calculation of diluted weighted-average common shares outstanding if the per share value, including the sum of (i) the exercise price of the options and (ii) the amount of the compensation cost attributed to future services and not yet recognized, was greater than the average market price of the shares, because the inclusion of these stock options would be antidilutive to income per common share. Accordingly, stock options to purchase 227,000, 1,000, and 710,000 shares for the years ended December 31, 2017, 2016, and 2015, respectively, were excluded from the calculation of diluted weighted-average common shares outstanding. |
Transactions With Related Par93
Transactions With Related Parties (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
On-X [Member] | |||
Related Party Transaction [Line Items] | |||
Purchases from related party transactions | $ 3,000,000 | ||
Member Of Board Of Directors [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | 133,000 | $ 316,000 | $ 329,000 |
Purchases from related party transactions | 34,000 | 39,000 | 35,000 |
Son Of Member Of Board Of Directors [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | 793,000 | 479,000 | 617,000 |
President And CEO [Member] | |||
Related Party Transaction [Line Items] | |||
Purchases from related party transactions | $ 53,000 | $ 44,000 | $ 43,000 |
Segment Information (Revenues,
Segment Information (Revenues, Cost Of Products And Services, And Gross Margins For Operating Segments) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | [2] | Jun. 30, 2016USD ($) | [2] | Mar. 31, 2016USD ($) | [2] | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Number of reportable segments | segment | 2 | |||||||||||||||||||
Total revenues | $ 52,826 | [1] | $ 43,999 | $ 47,818 | $ 45,059 | $ 45,029 | [2] | $ 45,252 | $ 47,083 | $ 43,016 | $ 39,838 | $ 36,703 | $ 35,526 | $ 33,831 | $ 189,702 | $ 180,380 | $ 145,898 | |||
Total cost of products and preservation services | 61,060 | 61,481 | 55,179 | |||||||||||||||||
Total gross margin | 36,363 | [1] | $ 29,862 | $ 32,905 | $ 29,512 | 31,195 | [2] | $ 29,782 | $ 30,301 | $ 27,621 | 26,516 | $ 22,982 | $ 21,554 | $ 19,667 | 128,642 | 118,899 | 90,719 | |||
Goodwill | 188,305 | 78,294 | $ 11,365 | 188,305 | 78,294 | 11,365 | ||||||||||||||
Medical Devices [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Goodwill | 188,300 | $ 78,300 | 188,300 | 78,300 | ||||||||||||||||
Intersegment Eliminations [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Total revenues | 0 | |||||||||||||||||||
Operating Segments [Member] | Medical Devices [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Total revenues | 119,631 | 113,992 | 83,081 | |||||||||||||||||
Total cost of products and preservation services | 29,798 | 28,033 | 18,663 | |||||||||||||||||
Total gross margin | 89,833 | 85,959 | 64,418 | |||||||||||||||||
Operating Segments [Member] | Preservation Services [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Total revenues | 70,071 | 66,388 | 62,817 | |||||||||||||||||
Total cost of products and preservation services | 31,262 | 33,448 | 36,516 | |||||||||||||||||
Total gross margin | $ 38,809 | 32,940 | 26,301 | |||||||||||||||||
Long-Lived Assets [Member] | Geographic Concentration Risk [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Concentration percentage | 99.00% | |||||||||||||||||||
Domestic [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Total revenues | $ 135,102 | $ 131,727 | $ 114,978 | |||||||||||||||||
Domestic [Member] | Long-Lived Assets [Member] | Geographic Concentration Risk [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Concentration percentage | 60.00% | 99.00% | ||||||||||||||||||
GERMANY | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Long-lived assets | $ 13,300 | $ 13,300 | ||||||||||||||||||
[1] | In December 2017 we completed our acquisition of JOTEC, which is also being operated as a wholly owned subsidiary of CryoLife. | |||||||||||||||||||
[2] | In January 2016 we completed our acquisition of On-X Life Technologies Holdings, Inc., which is being operated as a wholly owned subsidiary of CryoLife. In 2016 we also sold our HeRO Graft product line and our ProCol product line, and ceased sales of these products during 2016. |
Segment Information (Summary Of
Segment Information (Summary Of Net Revenues By Product And Service) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2017 | [1] | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | [2] | Sep. 30, 2016 | [2] | Jun. 30, 2016 | [2] | Mar. 31, 2016 | [2] | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | $ 52,826 | $ 43,999 | $ 47,818 | $ 45,059 | $ 45,029 | $ 45,252 | $ 47,083 | $ 43,016 | $ 39,838 | $ 36,703 | $ 35,526 | $ 33,831 | $ 189,702 | $ 180,380 | $ 145,898 | |||||
BioGlue And BioFoam [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 65,939 | 63,461 | 59,332 | |||||||||||||||||
On-X [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 37,041 | 34,232 | ||||||||||||||||||
JOTEC [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 4,136 | |||||||||||||||||||
CardioGenesis Cardiac Laser Therapy [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 6,866 | 7,864 | 9,419 | |||||||||||||||||
PerClot [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 3,533 | 4,021 | 4,083 | |||||||||||||||||
PhotoFix [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 2,116 | 1,871 | 1,396 | |||||||||||||||||
HeRO Graft [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 2,325 | 7,546 | ||||||||||||||||||
ProCol [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 218 | 1,305 | ||||||||||||||||||
Cardiac Tissues [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 32,510 | 29,697 | 28,059 | |||||||||||||||||
Vascular Tissues [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 37,561 | 36,691 | 34,758 | |||||||||||||||||
Operating Segments [Member] | Medical Devices [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 119,631 | 113,992 | 83,081 | |||||||||||||||||
Operating Segments [Member] | Preservation Services [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | $ 70,071 | $ 66,388 | $ 62,817 | |||||||||||||||||
[1] | In December 2017 we completed our acquisition of JOTEC, which is also being operated as a wholly owned subsidiary of CryoLife. | |||||||||||||||||||
[2] | In January 2016 we completed our acquisition of On-X Life Technologies Holdings, Inc., which is being operated as a wholly owned subsidiary of CryoLife. In 2016 we also sold our HeRO Graft product line and our ProCol product line, and ceased sales of these products during 2016. |
Segment And Geographic Informat
Segment And Geographic Information (Schedule Of Net Revenues By Geographic Location) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2017 | [1] | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | [2] | Sep. 30, 2016 | [2] | Jun. 30, 2016 | [2] | Mar. 31, 2016 | [2] | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Total revenues | $ 52,826 | $ 43,999 | $ 47,818 | $ 45,059 | $ 45,029 | $ 45,252 | $ 47,083 | $ 43,016 | $ 39,838 | $ 36,703 | $ 35,526 | $ 33,831 | $ 189,702 | $ 180,380 | $ 145,898 | |||||
Domestic [Member] | ||||||||||||||||||||
Total revenues | 135,102 | 131,727 | 114,978 | |||||||||||||||||
Foreign [Member] | ||||||||||||||||||||
Total revenues | $ 54,600 | $ 48,653 | $ 30,920 | |||||||||||||||||
[1] | In December 2017 we completed our acquisition of JOTEC, which is also being operated as a wholly owned subsidiary of CryoLife. | |||||||||||||||||||
[2] | In January 2016 we completed our acquisition of On-X Life Technologies Holdings, Inc., which is being operated as a wholly owned subsidiary of CryoLife. In 2016 we also sold our HeRO Graft product line and our ProCol product line, and ceased sales of these products during 2016. |
Selected Quarterly Financial 97
Selected Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2017 | [1] | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | [2] | Sep. 30, 2016 | [2] | Jun. 30, 2016 | [2] | Mar. 31, 2016 | [2] | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Selected Quarterly Financial Information [Abstract] | |||||||||||||||||||||||
REVENUE | $ 52,826 | $ 43,999 | $ 47,818 | $ 45,059 | $ 45,029 | $ 45,252 | $ 47,083 | $ 43,016 | $ 39,838 | $ 36,703 | $ 35,526 | $ 33,831 | $ 189,702 | $ 180,380 | $ 145,898 | ||||||||
GROSS MARGIN | 36,363 | 29,862 | 32,905 | 29,512 | 31,195 | 29,782 | 30,301 | 27,621 | 26,516 | 22,982 | 21,554 | 19,667 | 128,642 | 118,899 | 90,719 | ||||||||
NET INCOME (LOSS) | $ (3,007) | $ 1,325 | $ 3,163 | $ 2,223 | $ 2,897 | $ 2,993 | $ 2,347 | $ 2,541 | $ 2,636 | $ 2,145 | $ (502) | $ (274) | $ 3,704 | $ 10,778 | $ 4,005 | ||||||||
INCOME (LOSS) PER COMMON SHARE - DILUTED | $ (0.09) | $ 0.04 | $ 0.09 | $ 0.06 | $ 0.09 | $ 0.09 | $ 0.07 | $ 0.08 | $ 0.09 | $ 0.07 | $ (0.02) | $ (0.01) | $ 0.11 | [3] | $ 0.32 | [3] | $ 0.14 | [3] | |||||
Gain on sale of Medafor investment | $ 891 | ||||||||||||||||||||||
[1] | In December 2017 we completed our acquisition of JOTEC, which is also being operated as a wholly owned subsidiary of CryoLife. | ||||||||||||||||||||||
[2] | In January 2016 we completed our acquisition of On-X Life Technologies Holdings, Inc., which is being operated as a wholly owned subsidiary of CryoLife. In 2016 we also sold our HeRO Graft product line and our ProCol product line, and ceased sales of these products during 2016. | ||||||||||||||||||||||
[3] | We excluded stock options from the calculation of diluted weighted-average common shares outstanding if the per share value, including the sum of (i) the exercise price of the options and (ii) the amount of the compensation cost attributed to future services and not yet recognized, was greater than the average market price of the shares, because the inclusion of these stock options would be antidilutive to income per common share. Accordingly, stock options to purchase 227,000, 1,000, and 710,000 shares for the years ended December 31, 2017, 2016, and 2015, respectively, were excluded from the calculation of diluted weighted-average common shares outstanding. |