Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 26, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Central Index Key | 784,199 | |
Entity Registrant Name | CRYOLIFE INC | |
Trading Symbol | cry | |
Entity Common Stock, Shares Outstanding | 36,632,356 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||
Total revenues | $ 61,948 | $ 45,059 |
Cost of products and preservation services: | ||
Products | 14,157 | 8,017 |
Preservation services | 8,563 | 7,530 |
Total cost of products and preservation services | 22,720 | 15,547 |
Gross margin | 39,228 | 29,512 |
Operating expenses: | ||
General, administrative, and marketing | 37,348 | 22,871 |
Research and development | 5,370 | 4,093 |
Total operating expenses | 42,718 | 26,964 |
Operating (loss) income | (3,490) | 2,548 |
Interest expense | 3,656 | 801 |
Interest income | (59) | (40) |
Other (income) expense, net | (181) | 43 |
(Loss) income before income taxes | (6,906) | 1,744 |
Income tax benefit | (3,051) | (479) |
Net (loss) income | $ (3,855) | $ 2,223 |
(Loss) income per common share: | ||
Basic | $ (0.11) | $ 0.07 |
Diluted | $ (0.11) | $ 0.06 |
Weighted-average common shares outstanding: | ||
Basic | 36,146 | 32,439 |
Diluted | 36,146 | 33,604 |
Other comprehensive income (loss) | $ 7,139 | $ 236 |
Comprehensive income | 3,284 | 2,459 |
Products [Member] | ||
Revenues: | ||
Total revenues | 43,598 | 27,396 |
Preservation Services [Member] | ||
Revenues: | ||
Total revenues | $ 18,350 | $ 17,663 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 26,584 | $ 39,977 |
Restricted securities | 808 | 776 |
Receivables, net | 55,158 | 51,441 |
Inventories | 44,586 | 46,684 |
Deferred preservation costs | 34,996 | 35,671 |
Prepaid expenses and other | 4,676 | 4,731 |
Total current assets | 166,808 | 179,280 |
Property and equipment, net | 34,408 | 33,579 |
Goodwill | 193,145 | 188,305 |
Trademarks and other intangibles, net | 178,425 | 178,637 |
Patents, net | 741 | 793 |
Deferred income taxes | 1,696 | 1,610 |
Other | 7,952 | 7,489 |
Total assets | 583,175 | 589,693 |
Current liabilities: | ||
Accounts payable | 7,574 | 9,767 |
Accrued compensation | 7,087 | 10,208 |
Current portion of long-term debt | 1,294 | 718 |
Taxes payable | 1,070 | 4,020 |
Accrued expenses and other | 15,863 | 18,227 |
Total current liabilities | 32,888 | 42,940 |
Long-term debt | 217,443 | 218,236 |
Deferred income taxes | 30,186 | 30,431 |
Other | 21,670 | 21,028 |
Total liabilities | 302,187 | 312,635 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Preferred stock | ||
Common stock (issued shares of 38,116 in 2018 and 37,618 in 2017) | 381 | 376 |
Additional paid-in capital | 252,251 | 249,935 |
Retained earnings | 33,951 | 37,609 |
Accumulated other comprehensive income | 8,996 | 1,857 |
Treasury stock at cost (shares of 1,484 in 2018 and 1,387 in 2017) | (14,591) | (12,719) |
Total shareholders' equity | 280,988 | 277,058 |
Total liabilities and shareholders' equity | $ 583,175 | $ 589,693 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares shares in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Shareholders' equity: | ||
Common stock, shares issued | 38,116 | 37,618 |
Treasury stock at cost, shares | 1,484 | 1,387 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net cash flows from operating activities: | ||
Net (loss) income | $ (3,855) | $ 2,223 |
Adjustments to reconcile net (loss) income to net cash from operating activities: | ||
Depreciation and amortization | 4,376 | 2,168 |
Non-cash compensation | 1,248 | 1,796 |
Deferred income taxes | (1,283) | 201 |
Other non-cash adjustments to income | 810 | 424 |
Changes in operating assets and liabilities: | ||
Receivables | (3,346) | 1,139 |
Inventories and deferred preservation costs | 2,954 | (1,402) |
Prepaid expenses and other assets | (215) | (1,053) |
Accounts payable, accrued expenses, and other liabilities | (10,416) | (1,627) |
Net cash flows (used in) provided by operating activities | (9,727) | 3,869 |
Net cash flows used in investing activities: | ||
Proceeds from sale of business components | 740 | |
Capital expenditures | (2,116) | (2,034) |
Other | (3) | (31) |
Net cash flows used in investing activities | (2,119) | (1,325) |
Net cash flows from financing activities: | ||
Repayment of term loan | (707) | (469) |
Proceeds from exercise of stock options and issuance of common stock | 606 | 1,287 |
Redemption and repurchase of stock to cover tax withholdings | (1,512) | (1,300) |
Other | (341) | (1) |
Net cash flows used in financing activities | (1,954) | (483) |
Effect of exchange rate changes on cash | 439 | 193 |
(Decrease) increase in cash, cash equivalents, and restricted securities | (13,361) | 2,254 |
Cash, cash equivalents, and restricted securities beginning of period | 40,753 | 57,341 |
Cash, cash equivalents, and restricted securities end of period | $ 27,392 | $ 59,595 |
Basis Of Presentation
Basis Of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Basis Of Presentation [Abstract] | |
Basis Of Presentation | 1. Basis of Presentation Overview The accompanying summary consolidated financial statements include the accounts of CryoLife, Inc. and its subsidiaries (“CryoLife,” the “Company,” “we,” or “us”) . All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying Summary Consolidated Balance Sheet as of December 31, 2017 has been derived from audited financial statements. The accompanying unaudited summary consolidated financial statements as of, and for the three months ended , March 31, 2018 and 2017 have been prepared in accordance with (i) accounting principles generally accepted in the U.S. for interim financial information and (ii) the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, such statements do not include all of the information and disclosures required by accounting principles generally accepted in the U.S. for a complete presentation of financial statements. In the opinion of management, all adjustments (including those of a normal, recurring nature) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 . These summary consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in CryoLife’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 9, 2018. New Accounting Standards Recently Adopted As of January 1, 2018 we adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers and the additional related ASUs (“ASC 606”). These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. ASC 606 provides that we recognize revenue to depict the transfer of control of promised goods or services to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. We used the modified retrospective method applied to those contracts which were not substantially completed as of January 1, 2018 . As a result of the adoption, we recorded an immaterial adjustment to increase retained earnings to recognize the impact of contract assets under the new revenue recognition guidance. See Note 11 for further discussion of revenue recognition. In August 2016 the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016 ‑18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016 ‑18”). ASU 2016-18 is intended to address diversity in practice that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We adopted ASU 2016-18 during the three months ended March, 2018 and disclosure revisions have been made for the periods presented on the Summary Consolidated Statement of Cash Flows. See related comments on changes in restricted cash included in N ote 3 . Not Yet Effective In February 2016 the FASB amended its Accounting Standards Codification (“ASC”) and created a new Topic 842, Leases . The final guidance requires lessees to recognize a right-of-use asset and a lease liability for all 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. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Financial Instruments [Abstract] | |
Financial Instruments | 2. Financial Instruments The following is a summary of our financial instruments measured at fair value (in thousands): March 31, 2018 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 373 $ -- $ -- $ 373 Restricted securities: Money market funds 808 -- -- 808 Total assets $ 1,181 $ -- $ -- $ 1,181 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 We used prices quoted from our investment advisors to determine the Level 1 valuation of our investments in money market funds. |
Cash Equivalents And Restricted
Cash Equivalents And Restricted Securities | 3 Months Ended |
Mar. 31, 2018 | |
Cash Equivalents And Restricted Securities [Abstract] | |
Cash Equivalents And Restricted Securities | 3. Cash Equivalents and Restricted Securities The following is a summary of cash equivalents and restricted securities (in thousands): Unrealized Estimated Holding Market March 31, 2018 Cost Basis Gains Value Cash equivalents: Money market funds $ 373 $ -- $ 373 Restricted securities: Money market funds 808 -- 808 Unrealized Estimated Holding Market December 31, 2017 Cost Basis Gains Value Cash equivalents: Money market funds $ 372 $ -- $ 372 Restricted securities: Money market funds 776 -- 776 As of March 31, 2018 and December 31, 2017 $808,000 and $776,000 , 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 in the three months ended March 31, 2018 and 2017 . As of March 31, 2018 $246,000 of our restricted securities had a maturity date within three months and $562,000 had a maturity date between three months and one year. 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. |
Acquisition Of JOTEC
Acquisition Of JOTEC | 3 Months Ended |
Mar. 31, 2018 | |
Acquisition Of JOTEC [Abstract] | |
Acquisition of JOTEC | 4. Acquisition of JOTEC Overview On December 1, 2017 we acquired JOTEC AG, a Swiss entity that we converted to JOTEC GmbH (“JOTEC”) and its subsidiaries (the “JOTEC Acquisition”), for approximately $225.0 million, subject to certain adjustments. JOTEC is being operated as a wholly-owned subsidiary of CryoLife. In connection with the closing of the JOTEC Acquisition, CryoLife entered into a senior secured credit facility in an aggregate principal amount of $255.0 million, which includes a $225.0 million term loan and a $30.0 million revolving credit facility. See Note 8 for further discussion of the senior secured credit facility. Accounting for the Transaction Based on our preliminary analysis, the purchase price of the JOTEC Acquisition 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 JOTEC 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 recorded, 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. As of March 31, 2018 goodwill was increased by $1.4 million resulting from adjustments made during the measurement period. The preliminary purchase price allocation as of December 1, 2017, reflecting the measurement period ad j ustments is as follows (in thousands): Opening Balance Sheet Cash and cash equivalents $ 4,130 Receivables 13,337 Inventories 17,392 Intangible assets 115,820 Property and equipment 13,048 Goodwill 110,525 Other assets 4,005 Debt acquired (3,808) Liabilities assumed (52,580) Total purchase price $ 221,869 We incurred transaction and integration costs of $3.4 million for the three months ended March 31, 2018 related to the JOTEC Acquisition, which included, among other costs, expenses related to the termination of international 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 Summary 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 the JOTEC 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 JOTEC 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 JOTEC Acquisition. A summary of 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% . |
Inventories And Deferred Preser
Inventories And Deferred Preservation Costs | 3 Months Ended |
Mar. 31, 2018 | |
Inventories And Deferred Preservation Costs [Abstract] | |
Inventories And Deferred Preservation Costs | 5. Inventories and Deferred Preservation Costs Inventories at March 31, 2018 and December 31, 2017 were comprised of the following (in thousands): March 31, December 31, 2018 2017 Raw materials and supplies $ 15,990 $ 16,328 Work-in-process 5,934 5,504 Finished goods 22,662 24,852 Total inventories $ 44,586 $ 46,684 Deferred preservation costs at March 31, 2018 and December 31, 2017 were comprised of the following (in thousands): March 31, December 31, 2018 2017 Cardiac tissues $ 16,875 $ 16,988 Vascular tissues 18,121 18,683 Total deferred preservation costs $ 34,996 $ 35,671 We maintain consignment inventory of our On-X Life Technologies Holdings, Inc. (“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 March 31, 2018 we had $9.6 million in consignment inventory, with approximately 61% in domestic locations and 39% in foreign locations. As of December 31, 2017 we had $9.3 million in consignment inventory with approximately 58% in domestic locations and 42% in foreign locations. |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Other Intangible Assets [Abstract] | |
Goodwill And Other Intangible Assets | 6 . Goodwill and Other Intangible Assets Indefinite Lived Intangible Assets As of March 31, 2018 and December 31, 2017 the carrying values of our indefinite lived intangible assets were as follows (in thousands): March 31, December 31, 2018 2017 Goodwill $ 193,145 $ 188,305 In-process R&D 14,251 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 our trademarks will contribute to our cash flows indefinitely. As of March 31, 2018 and December 31, 2017 our entire goodwill balance was related to our Medical Devices segment. Medical Devices Segment Balance as of December 31, 2017 $ 188,305 Additional goodwill from JOTEC Acquisition 1,359 Revaluation of goodwill denominated in foreign currency 3,481 Balance as of March 31, 2018 $ 193,145 Definite Lived Intangible Assets As of March 31, 2018 and December 31, 2017 the gross carrying values, accumulated amortization, and approximate amortization period of our definite lived intangible assets were as follows (in thousands): Gross Carrying Accumulated Amortization March 31, 2018 Value Amortization Period Acquired technology $ 141,213 $ 10,839 11 – 22 Years Patents 3,556 2,815 17 Years Distribution and manufacturing rights and know-how 4,059 1,892 11 – 15 Years Customer lists and relationships 32,464 3,936 13 – 23 Years Other 1,485 1,234 3 Years 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 Amortization Expense The following is a summary of amortization expense as recorded in general, administrative, and marketing expenses on our Summary Consolidated Statement of Operations and Comprehensive Income (in thousands): Three Months Ended March 31, 2018 2017 Amortization expense $ 2,735 $ 1,142 As of March 31, 2018 scheduled amortization of intangible assets for the next five years is as follows (in thousands): Remainder of 2018 2019 2020 2021 2022 2023 Total Amortization expense $ 8,178 $ 10,603 $ 10,440 $ 10,419 $ 9,891 $ 9,575 $ 59,106 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | 7. Income Taxes Income Tax Expense Our effective income tax rate was a benefit of 44% and 27% for the three months ended March 31, 2018 and 2017 , respectively. Our income tax rate for the three months ended March 31, 2018 was favorably impacted by losses in high rate jurisdictions and excess tax benefit deductions related to stock compensation , partially offset by unfavorabl e impact s of non-deductible operating expenses and executive compensation expenses . Our income tax rate for the three months ended March 31, 2017 was favorably affected by excess tax benefits, primarily related to the exercise of non-qualified stock options and the vesting of stock awards, which decreased income tax expense by approximately $1.1 million. On December 22, 2017 the U.S. 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 the measurement period cannot extend beyond one year from the enactment date. As of March 31, 2018 we have not completed our accounting for the income tax effects of all elements of the Tax Act. Where we could make reasonable estimates of the effects of elements for which our analysis is not yet complete, we recorded provisional adjustments. If we were not yet able to make reasonable estimates of the impact of certain elements, we have not recorded any adjustments related to those elements and have continued accounting for them in accordance with ASC Topic 740 based on the tax laws in effect before the Tax Act. We recorded a one-time estimated deemed repatriation transition tax resulting in a nominal tax benefit to us based on the interplay of the transition tax and the foreign tax credit in 2017. 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. For our calendar year beginning in 2018, we are subject to several provisions of the Tax Act including computations under Global Intangible Low Taxed Income (“GILTI”), Foreign Derived Intangible Income (“FDII”), Base Erosion and Anti-Abuse Tax (“BEAT”), and Internal Revenue Code Section 163(j) interest limitation (“Interest Limitation”) rules. Based on preliminary information and analysis, we have not recorded a provisional estimate in our effective tax rate for the three months ended March 31, 2018 for these provisions because we currently estimate that these provisions of the Tax Act will not impact our 2018 effective rate. We will continue to refine our provisional estimates for our computations of the GILTI, FDII, BEAT, and Interest Limitation rules as we gather additional information. As we complete our analysis of the Tax Act, further collect and analyze data, interpret any additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service, and other standard-setting bodies, we may adjust our provisional amounts. Those adjustments may materially impact our provision for income taxes in the period in which the adjustments are made. Deferred Income 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; investment and asset impairments and due to operating losses. We acquired significant deferred tax assets, primarily net operating loss carryforwards, from our acquisitions of JOTEC in 2017, On-X in 2016, Hemosphere , Inc. in 2012, and Cardiogenesis Corporation in 2011. We recorded significant deferred tax liabilities in 2017 related to the intangible assets acquired in the JOTEC Acquisition. As of March 31, 2018 we maintained a total of $2.5 million in valuation allowances against deferred tax assets, related to state net operating loss carryforwards, and had a net deferred tax liability of $ 28.5 million. As of December 31, 2017 we had a total of $2.5 million in valuation allowances against deferred tax assets, related to state net operating loss carryforwards, and a net deferred tax liability of $ 28.8 million. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt [Abstract] | |
Debt | 8. Debt Credit Agreement On December 1, 2017 we entered into a credit and guaranty agreement for a new $255.0 million senior secured credit facility, consisting of a $225.0 million secured term loan facility (the “Term Loan Facility”) and a $30.0 million secured revolving credit facility (“the Revolving Credit Facility” a nd, together with the Term Loan Facility, the “Credit Agreement”). We and each of our existing domestic subsidiaries (subject to certain exceptions and exclusions) guarantee the obligations under the Credit Agreement (the “Guarantors”). The Credit Agreement is secured by a security interest in substantially all existing and after-acquired real and personal property (subject to certain exceptions and exclusions) of us and the Guarantors. On December 1, 2017 we borrowed the entire $225.0 million Term Loan Facility . The proceeds of the Term Loan Facility were used along with cash on hand and shares of CryoLife common stock to (i) fund the JOTEC Acquisition (ii) pay certain fees and expenses related to the JOTEC Acquisition and the Credit Agreement, and (iii) pay the outstanding balance of our prior credit facility. The Revolving Credit Facility is undrawn following the JOTEC Acquisition and may be used for working capital, capital expenditures, acquisitions permitted under the Credit Agreement, and other general corporate purposes pursuant to the terms of the Credit Agreement. Loans under the Term Loan Facility are repayable on a quarterly basis according to the amortization provisions set forth in the Credit Agreement. We have the right to prepay loans under the Credit Agreement in whole or in part at any time. Amounts repaid in respect of loans under the Term Loan Facility may not be reborrowed. Amounts repaid in respect of loans under the Revolving Credit Facility may be reborrowed. All outstanding principal and interest in respect of (i) the Term Loan Facility must be repaid on or before December 1, 2024 and (ii) the Revolving Credit Facility must be repaid on or before December 1, 2022 . 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 March 31, 2018 the aggregate interest rate was 6.30% . We are obligated to pay an unused commitment fee equal to 0.50% of the un-utilized portion of the revolving loans and are 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 . As of March 31, 2018 and December 31, 2017 there were no outstanding balances on our revolving credit facility and the remaining availability was $30.0 million. 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% . Loan Balances The short-term and long-term balances of our term loan and other borrowings were as follows (in thousands): March 31, December 31, 2018 2017 Term loan balance $ 224,438 $ 225,000 2.45% Sparkasse Zollernalb (KFW Loan 1) 1,635 1,657 1.4% Sparkasse Zollernalb (KFW Loan 2) 2,292 2,312 Total loan balance 228,365 228,969 Less unamortized loan origination costs (9,628) (10,015) Net borrowings 218,737 218,954 Less short-term loan balance (1,294) (718) Long-term loan balance $ 217,443 $ 218,236 Interest Expense Interest expense was $ 3.7 million and $801,000 for the three months ended March 31, 2018 and 2017 , respectively. Interest expense for three months ended March 31, 2018 and 2017 included interest on debt and uncertain tax positions. The increase in interest expense in 2018 was due to a full quarter of interest on borrowings under the $225.0 million secured term loan facility we entered into in December 2017 to finance, in part, the JOTEC Acquisition. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 9. Commitments and Contingencies Liability Claims Our estimated unreported loss liability was $1.8 million as of both March 31, 2018 and December 31, 2017 . As of March 31, 2018 and December 31, 2017 , the related recoverable insurance amounts were $719,000 and $692,000 , respectively. 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 amount as a component of other long ‑term assets, as appropriate. Further analysis indicated that the estimated liability as of March 31, 2018 could have been as high as $3.0 million, after including a reasonable margin for statistical fluctuations calculated based on actuarial simulation techniques. Employment Agreements The employment agreement of our Chairman, President, and Chief Executive Officer (“CEO”), Mr. J. Patrick Mackin, provides for a severance payment, which would become payable upon the occurrence of certain employment termination events, including termination by us without cause. PerClot Technology On September 28, 2010 we entered into a worldwide distribution agreement (the “Distribution Agreement”) and a license and manufacturing agreement (the “License Agreement”) with Starch Medical, Inc. (“ SMI”), for PerClot, a polysaccharide hemostatic agent used in surgery. The Distribution Agreement has a term of 15 years, but can be terminated for any reason before the expiration date by us 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 may make 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 Administration (“FDA”) between the second half of 2019 and the first half of 2020 . As of March 31, 2018 we had $ 1.5 million in prepaid royalties, $2.5 million in net intangible assets, and $1.4 million in property and equipment, net on our Summary Consolidated Balance Sheets related to the PerClot product line. If we do not ultimately pursue or receive FDA approval to commercialize PerClot in the U.S., these assets could be materially impaired in future periods. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | 10 . Shareholders’ Equity Common Shares Issued In December 2017 we issued 2,682,754 shares of CryoLife common stock, as part of the consideration for the acquisition of JOTEC. The stock had a value of $53.1 million as determined on the date of the closing. See Note 4 for further discussion of the JOTEC A cquisition. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 11. Revenue Recognition Contracts with C ustomers We have adopted ASC 606 , Revenue from Contracts with Customers effective January 1, 2018 using the modified retrospective method applied to those contracts which were not substantially completed as of January 1, 2018 . These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenues for 2018 are reported under ASC 606, while prior period amounts are not adjusted and continue to be reported under ASC 605, Revenue Recognition . We routinely enter into contracts with customers that include general commercial terms and conditions, notification requirements for price increases, shipping terms and in most cases prices for the products and services that we offer. However, these agreements do not obligate us to provide goods or services to the customer and there is no consideration promised to us at the onset of these arrangements. For customers without separate agreements, we have a standard list price established by geography and by currency for all products and services and our invoices contain standard terms and conditions that are applicable to those customers where a separate agreement is not controlling. Our performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and we accept the order. We identify performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. We generally recognize revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time we have an unconditional right to receive payment. Our prices are fixed and are not affected by contingent events that could impact the transaction price. We do not offer price concessions and do not accept payment that is less than the price stated when we accept the purchase order, except in rare credit related circumstances. We do not have any material performance obligations where we are acting as an agent for another entity. Revenues for products, including: BioGlue ® Surgical Adhesive , On-X products, JOTEC products, PerClot ® , PhotoFix TM and other medical devices, are typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenues from consignment are recognized when the medical device is implanted. We recognize revenues for preservation services when services are completed and tissue is shipped to the customer. Our E-xtra DESIGN ENGINEERING products are specifically designed to meet specifications of a particular patient, and therefore do not create an asset with an alternative use. We evaluate open orders for these products each reporting period, and when material we recognize the revenue and related contract asset based on the amount of payment we believe we are entitled to at that time. In certain circumstances, CardioGenesis cardiac laser consoles are loaned to a customer for a trial period. We have determined a portion of the revenue for the handpieces purchased during these trial periods constitute revenue associated with the use of the laser console, but these are immaterial to reported revenues. Sources of R evenue We have identified the following revenues disaggregated by revenue source: 1. Domestic Hospitals – direct sales of products and preservation services. 2. International Hospitals – direct sales of products and preservation services. 3. CardioGenesis Cardiac Laser Console Trials and Sales – CardioGenesis cardiac trialed laser consoles are delivered under separate agreements. 4. International Distributors – generally these cont r acts specify a geographic area that the distributor will service, terms and cond itions of the relationship, and purchase targets for the next calendar year. As of March 31, 2018 and 2017 the sources of revenue were as follows (in thousands): Three Months Ended March 31, 2018 2017 (Unaudited) Domestic hospitals $ 33,543 $ 31,949 International hospitals 13,803 4,415 CardioGenesis 1,345 1,585 International distributors 13,257 7,110 Total sources of revenue $ 61,948 $ 45,059 Also see Segment and Geographic disaggregation information in Note 14 below. Contract B alances We may generate contract assets during the pre-delivery design and manufacturing stage of E-xtra DESIGN ENGINEERING product order fulfillment. We assess the balance related to any arrangements in process and determine if the enforceable right to payment creates a material contract asset requiring disclosure. We also incur contract obligations on general customer purchase orders that have been accepted but unfulfilled. Due to the short duration of time between order acceptance and delivery of the related product or service, we have determined that the balance related to these contract obligations is generally immaterial at any point in time. We monitor the value of orders accepted but unfulfilled at the close of each reporting period to determine if disclosure is appropriate. Warranty Our general product warranties do not extend beyond an assurance that the product or services delivered will be consistent with stated specifications and do not include separate performance obligations. Warranties included with our CardioGenesis cardiac laser products provide for annual maintenance services, which are priced separately and are recognized as revenues at the stand-alone price over the service period, whether invoiced separately or recognized based on our allocation of the transaction price. Significant J udgments in the A pplication of the G uidance in ASC 606 There are no significant judgments associated with the satisfaction of our performance obligations. We generally satisfy performance obligations upon delivery of the product or service to the customer. This is consistent with the time in which the customer obtains control of the products or service. Performance obligations are also generally settled quickly after the purchase order acceptance, other than as identified for the E-xtra DESIGN ENGINEERING product, therefore the value of unsatisfied performance obligations at the end of any reporting period is generally immaterial. For performance obligations provided through our E-xtra DESIGN ENGINEERING product line, we determine the value of our enforceable right to payment based on the timing required and costs incurred for design services and manufacture of the in-process device in relation to the total inputs required to complete the device. We consider variable consideration in establishing the transaction price. Forms of variable consideration applicable to our arrangements include sales returns, rebates, volume based bonuses, and prompt pay discounts. We use historical information along with an analysis of the expected value to properly calculate and to consider the need to constrain estimates of variable consideration. Such amounts are included as a reduction to revenue from the sale of products and services in the periods in which the related revenue is recognized and adjusted in future periods as necessary. Commissions and C ontract C osts Sales commissions are earned upon completion of each performance obligation, and therefore are expensed when incurred. These costs are included in general, administrative, and marketing expenses in the Summary Statement of Operations and Comprehensive Income. We generally do not incur incremental charges associated with securing agreements with customers which would require capitalization and recovery over the life of the agreement. Practical E xpedients Our payment terms for sales direct to customers are substantially less than the one year collection period that falls within the practical expedient in determination of whether a significant financing component exists. Shipping and Handling Charges Fees charged to customers for shipping and handling of products and tissues are included in product revenues and preservation services revenues. The costs for shipping and handling of products and tissues are included as a component of cost of products and cost of preservation services. Taxes Collected from Customers Taxes collected on the value of transaction revenue are excluded from product and services revenues and cost of sales and are accrued in current liabilities until remitted to governmental authorities . Effective D ate and T ransition D isclosures Adoption of the new standards related to revenue recognition did not have a material impact on our consolidated financial statements, and is not expected to have a material impact in future periods. During our evaluation of the impact of adopting the new revenue standard, which included a detailed review of performance obligations for all material revenue streams, we identified two noteworthy items: • Certain distributor agreements have historically included inventory buyback provisions under defined change of business conditions. Transactions under these terms would not qualify as a completed revenue transaction until sale through to the end customer, resulting in a revenue deferral until the proper criteria were satisfied. These agreements were modified or replaced to remove the buyback provisions effective on or before January 1, 2018 which eliminated any retrospective adjustment requirements. • Certain JOTEC products discussed above are manufactured to order, have no alternative use, and contain an enforceable right to receive payment for the performance completed. These factors qualify the transactions for revenue recognition over time. Upon adoption of the new standard, we evaluated all appropriate contracts in progress to determine the value of unbilled revenues representing outstanding contract assets. We recorded an immaterial cumulative effect adjustment to recognize the impact of contract assets. |
Stock Compensation
Stock Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Stock Compensation [Abstract] | |
Stock Compensation | 12. Stock Compensation Overview We have stock option and stock incentive plans for employees and non-employee Directors that provide for grants of restricted stock awards (“RSAs”), performance stock awards (“PSAs”), restricted stock units (“RSUs”), performance stock units (“PSUs”), and options to purchase shares of our common stock at exercise prices generally equal to the fair value of such stock at the dates of grant. We also maintain a shareholder-approved Employee Stock Purchase Plan (the “ESPP”) for the benefit of our employees. The ESPP allows eligible employees to purchase common stock on a regular basis at the lower of 85% of the market price at the beginning or end of each offering period. Equity Grants During the three months ended March 31, 2018 the Compensation Committee of our Board of Directors (the “Committee”) authorized awards from approved stock incentive plans of RSUs to certain employees and RSAs and PSUs to certain Company officers, which, assuming that performance under the PSUs were to be achieved at target levels, together totaled 273,000 shares and had an aggregate grant date market value of $5.9 million. The PSUs granted in 2018 represent 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 2018 is based on attaining specified levels of adjusted EBITDA, as defined in the PSU grant documents, for the 2018 calendar year. We currently believe that achievement of the performance component is probable, and we reevaluate this likelihood on a quarterly basis. During the three months ended March 31, 2017 the Committee authorized awards from approved stock incentive plans of RSUs to certain employees and RSAs and PSUs to certain Company officers, which, including PSUs at target levels, together totaled 239,000 shares of common stock and had an aggregate grant date market value of $4.0 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 2017 was based on attaining specified levels of adjusted EBITDA, adjusted inventory levels, and trade accounts receivable days’ sales outstanding, each as defined in the PSU grant documents, for the 2017 calendar year. The PSUs granted in 2017 earned 90% of the target number of shares. The Committee authorized, from approved stock incentive plans, grants of stock options to purchase a total of 219,000 and 260,000 shares to certain Company officers during the three months ended March 31, 2018 and 2017 , respectively. The exercise prices of the options were equal to the closing stock prices on their respective grant dates. Employees purchased common stock totaling 36,000 and 45,000 shares in the three months ended March 31, 2018 and 2017 , respectively, through the ESPP. Stock Compensation Expense The following weighted ‑average assumptions were used to determine the fair value of options: Three Months Ended Three Months Ended March 31, 2018 March 31, 2017 Stock Options ESPP Options Stock Options ESPP Options Expected life of options 5.0 Years 0.5 Years 4.8 Years 0.5 Years Expected stock price volatility 0.40 0.35 0.40 0.35 Risk-free interest rate 2.64% 1.53% 1.87% 0.62% The following table summarizes total stock compensation expenses prior to the capitalization of amounts into deferred preservation and inventory costs (in thousands): Three Months Ended March 31, 2018 2017 RSA, PSA, RSU, and PSU expense $ 948 $ 1,346 Stock option and ESPP option expense 406 518 Total stock compensation expense $ 1,354 $ 1,864 Included in the total stock compensation expense, as applicable in each period, were expenses related to RSAs, RSUs, PSUs, and stock options issued in each respective year, as well as those issued in prior periods that continue to vest during the period, and compensation related to the ESPP. The total stock compensation expense also included expenses related to PSAs during the three months ended March 31, 2017 . These amounts were recorded as stock compensation expense and were subject to our normal allocation of expenses to inventory costs and deferred preservation costs. We capitalized $106,000 and $68,000 in the three months ended March 31, 2018 and 2017 , respectively, of the stock compensation expense into our inventory costs and deferred preservation costs. As of March 31, 2018 we had total unrecognized compensation costs of $10.4 million related to RSUs, RSAs, and PSUs and $3.1 million related to unvested stock options. As of March 31, 2018 this expense is expected to be recognized over a weighted-average period of 2.2 years for RSUs, 2.1 years for stock options, 1.5 years for RSAs, and 1.5 years for PSUs. |
(Loss) Income Per Common Share
(Loss) Income Per Common Share | 3 Months Ended |
Mar. 31, 2018 | |
(Loss) Income Per Common Share [Abstract] | |
(Loss) Income Per Common Share | 13. (Loss) 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): Three Months Ended March 31, Basic (loss) income per common share 2018 2017 Net (loss) income $ (3,855) $ 2,223 Net loss (income) allocated to participating securities 38 (44) Net (loss) income allocated to common shareholders $ (3,817) $ 2,179 Basic weighted-average common shares outstanding 36,146 32,439 Basic (loss) income per common share $ (0.11) $ 0.07 Three Months Ended March 31, Diluted (loss) income per common share 2018 2017 Net (loss) income $ (3,855) $ 2,223 Net loss (income) allocated to participating securities 38 (43) Net (loss) income allocated to common shareholders $ (3,817) $ 2,180 Basic weighted-average common shares outstanding 36,146 32,439 Effect of dilutive stock options and awards -- 1,165 Diluted weighted-average common shares outstanding 36,146 33,604 Diluted (loss) income per common share $ (0.11) $ 0.06 We excluded stock options from the calculation of diluted weighted-average common shares outstanding if the per share value, including the sum of (i) the exercise price of the options and (ii) the amount of the compensation cost attributed to future services and not yet recognized, was greater than the average market price of the shares because the inclusion of these stock options would be antidilutive to (loss) income per common share. Accordingly, as of March 31, 2018 all stock options and awards were excluded from the calculation of diluted weighted-average common shares outstanding as these would be anti-dilutive due to the net loss. For the three months ended March 31, 2017 stock options to purchase a weighted-average 116,000 shares were antidilutive and excluded from the calculation of diluted weighted-average common shares outstanding. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Information [Abstract] | |
Segment Information | 14. Segment Information We have two reportable segments organized according to our products and services: Medical Devices and Preservation Services. The Medical Devices segment includes external revenues from product sales of BioGlue; BioFoam ® Surgical Matrix; JOTEC products, since the acquisition of JOTEC; On-X products; CardioGenesis cardiac laser therapy; PerClot; and PhotoFix. The Preservation Services segment includes external services revenues from the preservation of cardiac and vascular tissues. There are no intersegment revenues. The primary measure of segment performance, as viewed by our management, is segment gross margin, or net external revenues less cost of products and preservation services. We do not segregate assets by segment; therefore, asset information is excluded from the segment disclosures below. The following table summarizes revenues, cost of products and preservation services, and gross margins for our operating segments (in thousands): Three Months Ended March 31, 2018 2017 Revenues: Medical devices $ 43,598 $ 27,396 Preservation services 18,350 17,663 Total revenues 61,948 45,059 Cost of products and preservation services: Medical devices 14,157 8,017 Preservation services 8,563 7,530 Total cost of products and preservation services 22,720 15,547 Gross margin: Medical devices 29,441 19,379 Preservation services 9,787 10,133 Total gross margin $ 39,228 $ 29,512 The following table summarizes net revenues by product and service (in thousands): Three Months Ended March 31, 2018 2017 Products: BioGlue and BioFoam $ 15,970 $ 15,681 JOTEC 14,460 -- On-X 10,309 8,860 CardioGenesis cardiac laser therapy 1,346 1,585 PerClot 972 819 PhotoFix 541 451 Total products 43,598 27,396 Preservation services: Cardiac tissue 8,103 7,502 Vascular tissue 10,247 10,161 Total preservation services 18,350 17,663 Total revenues $ 61,948 $ 45,059 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Financial Instruments [Abstract] | |
Summary Of Financial Instruments Measured At Fair Value | March 31, 2018 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 373 $ -- $ -- $ 373 Restricted securities: Money market funds 808 -- -- 808 Total assets $ 1,181 $ -- $ -- $ 1,181 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 |
Cash Equivalents And Restrict21
Cash Equivalents And Restricted Securities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Cash Equivalents And Restricted Securities [Abstract] | |
Summary Of Cash Equivalents And Restricted Securities | Unrealized Estimated Holding Market March 31, 2018 Cost Basis Gains Value Cash equivalents: Money market funds $ 373 $ -- $ 373 Restricted securities: Money market funds 808 -- 808 Unrealized Estimated Holding Market December 31, 2017 Cost Basis Gains Value Cash equivalents: Money market funds $ 372 $ -- $ 372 Restricted securities: Money market funds 776 -- 776 |
Acquisition Of JOTEC (Tables)
Acquisition Of JOTEC (Tables) - JOTEC [Member] | 3 Months Ended |
Mar. 31, 2018 | |
Purchase Price Allocation | Opening Balance Sheet Cash and cash equivalents $ 4,130 Receivables 13,337 Inventories 17,392 Intangible assets 115,820 Property and equipment 13,048 Goodwill 110,525 Other assets 4,005 Debt acquired (3,808) Liabilities assumed (52,580) Total purchase price $ 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) Pro forma net loss was calculated using a normalized tax rate of approximately 38% . |
Inventories And Deferred Pres23
Inventories And Deferred Preservation Costs (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventories And Deferred Preservation Costs [Abstract] | |
Schedule Of Inventories | March 31, December 31, 2018 2017 Raw materials and supplies $ 15,990 $ 16,328 Work-in-process 5,934 5,504 Finished goods 22,662 24,852 Total inventories $ 44,586 $ 46,684 |
Schedule Of Deferred Preservation Costs | March 31, December 31, 2018 2017 Cardiac tissues $ 16,875 $ 16,988 Vascular tissues 18,121 18,683 Total deferred preservation costs $ 34,996 $ 35,671 |
Goodwill And Other Intangible24
Goodwill And Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Other Intangible Assets [Abstract] | |
Schedule Of Carrying Values Of Indefinite Lived Intangible Assets | March 31, December 31, 2018 2017 Goodwill $ 193,145 $ 188,305 In-process R&D 14,251 13,954 Procurement contracts and agreements 2,013 2,013 Trademarks 841 841 |
Schedule Of Goodwill By Reportable Segment | Medical Devices Segment Balance as of December 31, 2017 $ 188,305 Additional goodwill from JOTEC Acquisition 1,359 Revaluation of goodwill denominated in foreign currency 3,481 Balance as of March 31, 2018 $ 193,145 |
Schedule Of Gross Carrying Values, Accumulated Amortization, And Approximate Amortization Period Of Definite Lived Intangible Assets | Gross Carrying Accumulated Amortization March 31, 2018 Value Amortization Period Acquired technology $ 141,213 $ 10,839 11 – 22 Years Patents 3,556 2,815 17 Years Distribution and manufacturing rights and know-how 4,059 1,892 11 – 15 Years Customer lists and relationships 32,464 3,936 13 – 23 Years Other 1,485 1,234 3 Years 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 |
Summary Of Amortization Expense | Three Months Ended March 31, 2018 2017 Amortization expense $ 2,735 $ 1,142 |
Scheduled Amortization Of Intangible Assets For Next Five Years | Remainder of 2018 2019 2020 2021 2022 2023 Total Amortization expense $ 8,178 $ 10,603 $ 10,440 $ 10,419 $ 9,891 $ 9,575 $ 59,106 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt [Abstract] | |
Schedule Of Short-Term And Long-Term Balances Of Term Loan | March 31, December 31, 2018 2017 Term loan balance $ 224,438 $ 225,000 2.45% Sparkasse Zollernalb (KFW Loan 1) 1,635 1,657 1.4% Sparkasse Zollernalb (KFW Loan 2) 2,292 2,312 Total loan balance 228,365 228,969 Less unamortized loan origination costs (9,628) (10,015) Net borrowings 218,737 218,954 Less short-term loan balance (1,294) (718) Long-term loan balance $ 217,443 $ 218,236 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition [Abstract] | |
Disaggregation Of Revenue | Three Months Ended March 31, 2018 2017 (Unaudited) Domestic hospitals $ 33,543 $ 31,949 International hospitals 13,803 4,415 CardioGenesis 1,345 1,585 International distributors 13,257 7,110 Total sources of revenue $ 61,948 $ 45,059 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stock Compensation [Abstract] | |
Schedule Of Weighted-Average Assumptions Used To Determine The Fair Value Of Options | Three Months Ended Three Months Ended March 31, 2018 March 31, 2017 Stock Options ESPP Options Stock Options ESPP Options Expected life of options 5.0 Years 0.5 Years 4.8 Years 0.5 Years Expected stock price volatility 0.40 0.35 0.40 0.35 Risk-free interest rate 2.64% 1.53% 1.87% 0.62% |
Summary Of Total Stock Compensation Expenses | Three Months Ended March 31, 2018 2017 RSA, PSA, RSU, and PSU expense $ 948 $ 1,346 Stock option and ESPP option expense 406 518 Total stock compensation expense $ 1,354 $ 1,864 |
(Loss) Income Per Common Share
(Loss) Income Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
(Loss) Income Per Common Share [Abstract] | |
Computation Of Basic And Diluted Income Per Common Share | Three Months Ended March 31, Basic (loss) income per common share 2018 2017 Net (loss) income $ (3,855) $ 2,223 Net loss (income) allocated to participating securities 38 (44) Net (loss) income allocated to common shareholders $ (3,817) $ 2,179 Basic weighted-average common shares outstanding 36,146 32,439 Basic (loss) income per common share $ (0.11) $ 0.07 Three Months Ended March 31, Diluted (loss) income per common share 2018 2017 Net (loss) income $ (3,855) $ 2,223 Net loss (income) allocated to participating securities 38 (43) Net (loss) income allocated to common shareholders $ (3,817) $ 2,180 Basic weighted-average common shares outstanding 36,146 32,439 Effect of dilutive stock options and awards -- 1,165 Diluted weighted-average common shares outstanding 36,146 33,604 Diluted (loss) income per common share $ (0.11) $ 0.06 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Information [Abstract] | |
Revenues, Cost Of Products And Services, And Gross Margins For Operating Segments | Three Months Ended March 31, 2018 2017 Revenues: Medical devices $ 43,598 $ 27,396 Preservation services 18,350 17,663 Total revenues 61,948 45,059 Cost of products and preservation services: Medical devices 14,157 8,017 Preservation services 8,563 7,530 Total cost of products and preservation services 22,720 15,547 Gross margin: Medical devices 29,441 19,379 Preservation services 9,787 10,133 Total gross margin $ 39,228 $ 29,512 |
Summary Of Net Revenues By Product And Service | Three Months Ended March 31, 2018 2017 Products: BioGlue and BioFoam $ 15,970 $ 15,681 JOTEC 14,460 -- On-X 10,309 8,860 CardioGenesis cardiac laser therapy 1,346 1,585 PerClot 972 819 PhotoFix 541 451 Total products 43,598 27,396 Preservation services: Cardiac tissue 8,103 7,502 Vascular tissue 10,247 10,161 Total preservation services 18,350 17,663 Total revenues $ 61,948 $ 45,059 |
Financial Instruments (Summary
Financial Instruments (Summary Of Financial Instruments Measured At Fair Value) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | $ 1,181 | $ 1,148 |
Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 373 | 372 |
Restricted securities | 808 | 776 |
Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 1,181 | 1,148 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 373 | 372 |
Restricted securities | 808 | 776 |
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 Restrict31
Cash Equivalents And Restricted Securities (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | $ 808 | $ 776 | |
Gross realized gains or losses on cash equivalents | 0 | $ 0 | |
Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | 808 | 776 | |
Maturity Date Within Three Months [Member] | Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | 246 | 537 | |
Maturity Date Between Three Months And One Year [Member] | Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | $ 562 | $ 239 | |
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 Restrict32
Cash Equivalents And Restricted Securities (Summary Of Cash Equivalents And Restricted Securities) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Cash and Cash Equivalents [Line Items] | ||||
Cash Equivalents, Cost Basis | $ 27,392 | $ 40,753 | $ 59,595 | $ 57,341 |
Restricted Securities, Cost Basis | 808 | 776 | ||
Money Market Funds [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash Equivalents, Cost Basis | 373 | 372 | ||
Restricted Securities, Cost Basis | 808 | 776 | ||
Unrealized Holding Gains | ||||
Cash Equivalents, Estimated Market Value | 373 | 372 | ||
Restricted Securities, Estimated Market Value | $ 808 | $ 776 |
Acquisition Of JOTEC (Narrative
Acquisition Of JOTEC (Narrative) (Details) - USD ($) $ in Thousands | Dec. 01, 2017 | Oct. 10, 2017 | Dec. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||||
Term loan balance | $ 228,969 | $ 228,365 | $ 228,969 | |||
Additional goodwill from JOTEC Acquisition | $ 1,359 | |||||
JOTEC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Agreement date | Dec. 1, 2017 | |||||
Acquisition price | $ 225,000 | |||||
Cash consideration | $ 168,800 | |||||
Common shares issued | 2,682,754 | |||||
Common stock value issued in business combination | $ 53,100 | |||||
Escrow deposit, part of payments to acquire business | $ 22,500 | |||||
Transaction and integration costs | $ 3,400 | |||||
Revenues | 4,100 | |||||
Net loss | (1,500) | $ (736) | $ (1,966) | |||
Pro forma tax rate | 38.00% | 38.00% | ||||
JOTEC [Member] | Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common shares issued | 2,682,754 | |||||
Common stock value issued in business combination | $ 53,100 | |||||
Term Loan [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Term loan balance | $ 225,000 | $ 224,438 | $ 225,000 | |||
Term Loan [Member] | JOTEC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Term loan balance | 225,000 | |||||
Senior Secured Credit Facility [Member] | JOTEC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Credit facility aggregate commitments | 255,000 | |||||
Revolving Credit Facility [Member] | JOTEC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Credit facility aggregate commitments | $ 30,000 |
Acquisition Of JOTEC (Purchase
Acquisition Of JOTEC (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 01, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 193,145 | $ 188,305 | |
JOTEC [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 4,130 | ||
Receivables | 13,337 | ||
Inventories | 17,392 | ||
Intangible assets | 115,820 | ||
Property and Equipment | 13,048 | ||
Goodwill | 110,525 | ||
Other assets | 4,005 | ||
Debt acquired | (3,808) | ||
Liabilities assumed | (52,580) | ||
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 | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
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 | $ (0.02) | $ (0.06) | ||
Pro forma tax rate | 38.00% | 38.00% |
Inventories And Deferred Pres36
Inventories And Deferred Preservation Costs (Narrative) (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Consignment inventory | $ 9.6 | $ 9.3 |
Domestic [Member] | ||
Inventory [Line Items] | ||
Consignment inventory percentage | 61.00% | 58.00% |
Foreign [Member] | ||
Inventory [Line Items] | ||
Consignment inventory percentage | 39.00% | 42.00% |
Inventories And Deferred Pres37
Inventories And Deferred Preservation Costs (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Inventories And Deferred Preservation Costs [Abstract] | ||
Raw materials and supplies | $ 15,990 | $ 16,328 |
Work-in-process | 5,934 | 5,504 |
Finished goods | 22,662 | 24,852 |
Total inventories | $ 44,586 | $ 46,684 |
Inventories And Deferred Pres38
Inventories And Deferred Preservation Costs (Schedule Of Deferred Preservation Costs) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Total deferred preservation costs | $ 34,996 | $ 35,671 |
Cardiac Tissues [Member] | ||
Total deferred preservation costs | 16,875 | 16,988 |
Vascular Tissues [Member] | ||
Total deferred preservation costs | $ 18,121 | $ 18,683 |
Goodwill And Other Intangible39
Goodwill And Other Intangible Assets (Schedule Of Carrying Values Of Indefinite Lived Intangible Assets)(Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill | $ 193,145 | $ 188,305 |
In Process R&D [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Total indefinite lived intangible assets | 14,251 | 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 Intangible40
Goodwill And Other Intangible Assets (Schedule Of Goodwill By Reportable Segment) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill [Line Items] | |
Beginning balance | $ 188,305 |
Additional goodwill from JOTEC Acquisition | 1,359 |
Revaluation of goodwill denominated in foreign currency | 3,481 |
Ending balance | $ 193,145 |
Goodwill And Other Intangible41
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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Acquired Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 141,213 | $ 139,045 |
Accumulated amortization | 10,839 | 8,685 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 3,556 | 3,612 |
Accumulated amortization | 2,815 | 2,819 |
Distribution And Manufacturing Rights And Know-How [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 4,059 | 4,059 |
Accumulated amortization | 1,892 | 1,820 |
Customer Lists And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 32,464 | 32,419 |
Accumulated amortization | 3,936 | 3,552 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,485 | 1,439 |
Accumulated amortization | $ 1,234 | $ 1,076 |
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] | Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 17 years | 17 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 | 23 years |
Maximum [Member] | Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 3 years | 3 years |
Goodwill And Other Intangible42
Goodwill And Other Intangible Assets (Summary Of Amortization Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Goodwill And Other Intangible Assets [Abstract] | ||
Amortization expense | $ 2,735 | $ 1,142 |
Goodwill And Other Intangible43
Goodwill And Other Intangible Assets (Scheduled Amortization Of Intangible Assets For Next Five Years) (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Goodwill And Other Intangible Assets [Abstract] | |
Remainder of 2018 | $ 8,178 |
2,019 | 10,603 |
2,020 | 10,440 |
2,021 | 10,419 |
2,022 | 9,891 |
2,023 | 9,575 |
Amortization estimate, Total | $ 59,106 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Income Taxes [Abstract] | |||
Effective income tax rate | 44.00% | 27.00% | |
Provision to return adjustments | $ 1.1 | ||
Valuation allowances against deferred tax assets | $ 2.5 | $ 2.5 | |
Net deferred tax liability | $ 28.8 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jun. 30, 2015 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 01, 2017 | |
Line of Credit Facility [Line Items] | |||||
Term loan balance | $ 228,365,000 | $ 228,969,000 | |||
Credit facility default interest rate | 2.00% | ||||
Credit facility aggregate interest rate | 6.30% | ||||
Credit facility commitment fee percentage | 0.50% | ||||
Line of credit facility, percentage threshold of principal amount outstanding | 25.00% | ||||
Interest expense | $ 3,700,000 | $ 801,000 | |||
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 | 1,635,000 | 1,657,000 | |||
Interest rate on amounts borrowed | 2.45% | ||||
1.4% Sparkasse Zollernalb (KFW Loan 2) [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Term loan balance | $ 2,292,000 | 2,312,000 | |||
Interest rate on amounts borrowed | 1.40% | ||||
Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility maturity date | Dec. 1, 2022 | ||||
Credit facility outstanding balance | $ 0 | 0 | |||
Credit facility remaining availability | $ 30,000,000 | ||||
Revolving Credit Facility [Member] | JOTEC [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility aggregate commitments | $ 30,000,000 | ||||
Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility margin | 3.00% | ||||
Revolving Credit Facility [Member] | Minimum [Member] | LIBOR [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility margin | 4.00% | ||||
Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility margin | 3.25% | ||||
Revolving Credit Facility [Member] | Maximum [Member] | LIBOR [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility margin | 4.25% | ||||
Senior Secured Credit Facility [Member] | JOTEC [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility aggregate commitments | 255,000,000 | ||||
Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Term loan balance | $ 224,438,000 | $ 225,000,000 | |||
Credit facility maturity date | Dec. 1, 2024 | ||||
Term Loan [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility margin | 3.00% | ||||
Term Loan [Member] | LIBOR [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility margin | 4.00% | ||||
Term Loan [Member] | JOTEC [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Term loan balance | $ 225,000,000 |
Debt (Schedule Of Short-Term An
Debt (Schedule Of Short-Term And Long-Term Balances Of Term Loan) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Term loan balance | $ 228,365 | $ 228,969 |
Less unamortized loan origination costs | (9,628) | (10,015) |
Total borrowed | 218,737 | 218,954 |
Less short-term loan balance | (1,294) | (718) |
Long-term loan balance | 217,443 | 218,236 |
2.45% Sparkasse Zollernalb (KFW Loan 1) [Member] | ||
Debt Instrument [Line Items] | ||
Term loan balance | 1,635 | 1,657 |
1.4% Sparkasse Zollernalb (KFW Loan 2) [Member] | ||
Debt Instrument [Line Items] | ||
Term loan balance | 2,292 | 2,312 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Term loan balance | $ 224,438 | $ 225,000 |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Other Commitments [Line Items] | ||
Unreported loss liability | $ 1,800 | $ 1,800 |
Recoverable insurance amounts | 719 | 692 |
Property and equipment, net | 34,408 | $ 33,579 |
PerClot [Member] | ||
Other Commitments [Line Items] | ||
Prepaid royalties | 1,500 | |
Net intangible assets | 2,500 | |
Property and equipment, net | 1,400 | |
Maximum [Member] | ||
Other Commitments [Line Items] | ||
Estimated loss | $ 3,000 | |
Starch Technology Purchase [Member] | ||
Other Commitments [Line Items] | ||
Term of distribution agreement | 15 years | |
Expected future contingent payment amounts | $ 1,000 | |
Number of notice days | 180 days |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) - JOTEC [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($)shares | |
Equity, Class of Treasury Stock [Line Items] | |
Common shares issued | shares | 2,682,754 |
Common stock consideration | $ | $ 53.1 |
Revenue Recognition (Disaggrega
Revenue Recognition (Disaggregation Of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Total Sources of Revenue | $ 61,948 | $ 45,059 |
Domestic Hospitals [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Sources of Revenue | 33,543 | 31,949 |
International Hospitals [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Sources of Revenue | 13,803 | 4,415 |
CardioGenesis [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Sources of Revenue | 1,345 | 1,585 |
International Distributor [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Sources of Revenue | $ 13,257 | $ 7,110 |
Stock Compensation (Narrative)
Stock Compensation (Narrative) (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employees purchased common stock, shares | 36 | 45 | |
Capitalized stock compensation expense | $ 106 | ||
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 | 273 | 239 | |
Aggregate grant date market value | $ 5,900 | $ 4,000 | |
Unrecognized compensation costs | 10,400 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ 3,100 | ||
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 2 years 1 month 6 days | ||
Restricted Stock Awards (RSAs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year 6 months | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 2 years 2 months 12 days | ||
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 | 90.00% | ||
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year 6 months | ||
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% | 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% | 150.00% | |
Officers [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants of stock options | 219 | 260 |
Stock Compensation (Schedule Of
Stock Compensation (Schedule Of Weighted-Average Assumptions Used To Determine The Fair Value Of Options) (Details) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life of options | 5 years | 4 years 9 months 18 days |
Expected stock price volatility | 0.40% | 0.40% |
Risk-free interest rate | 2.64% | 1.87% |
ESPP Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life of options | 6 months | |
Expected stock price volatility | 0.35% | 0.35% |
Risk-free interest rate | 1.53% | 0.62% |
Stock Compensation (Summary Of
Stock Compensation (Summary Of Total Stock Compensation Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 1,354 | $ 1,864 |
RSA, PSA, RSU, And PSU Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | 948 | 1,346 |
Stock Option And ESPP Option Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 406 | $ 518 |
(Loss) Income Per Common Shar53
(Loss) Income Per Common Share (Computation Of Basic And Diluted Income Per Common Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
(Loss) Income Per Common Share [Abstract] | |||
Net (loss) income | $ (3,855) | $ 2,223 | |
Net loss (income) allocated to participating securities | 38 | (44) | |
Net (loss) income allocated to common shareholders | $ (3,817) | $ 2,179 | |
Basic weighted-average common shares outstanding | 36,146,000 | 32,439,000 | |
Basic (loss) income per common share | $ (0.11) | $ 0.07 | |
Net loss (income) allocated to participating securities, diluted | $ 38 | $ (43) | |
Net (loss) income allocated to common shareholders, diluted | $ (3,817) | $ 2,180 | |
Effect of dilutive stock options and awards | [1] | 1,165,000 | |
Diluted weighted-average common shares outstanding | 36,146,000 | 33,604,000 | |
Diluted (loss) income per common share | $ (0.11) | $ 0.06 | |
Antidilutive securities excluded from computation of earnings per share | 116,000 | ||
[1] | We excluded stock options from the calculation of diluted weighted-average common shares outstanding if the per share value, including the sum of (i) the exercise price of the options and (ii) the amount of the compensation cost attributed to future services and not yet recognized, was greater than the average market price of the shares because the inclusion of these stock options would be antidilutive to (loss) income per common share. Accordingly, as of March 31, 2018 all stock options and awards were excluded from the calculation of diluted weighted-average common shares outstanding as these would be anti-dilutive due to the net loss. For the three months ended March 31, 2017 stock options to purchase a weighted-average 116,000 shares were antidilutive and excluded from the calculation of diluted weighted-average common shares outstanding. |
Segment Information (Revenues,
Segment Information (Revenues, Cost Of Products And Services, And Gross Margins For Operating Segments) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)segment | Mar. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 2 | |
Total revenues | $ 61,948 | $ 45,059 |
Total cost of products and preservation services | 22,720 | 15,547 |
Total gross margin | 39,228 | 29,512 |
Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 0 | |
Operating Segments [Member] | Medical Devices [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 43,598 | 27,396 |
Total cost of products and preservation services | 14,157 | 8,017 |
Total gross margin | 29,441 | 19,379 |
Operating Segments [Member] | Preservation Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 18,350 | 17,663 |
Total cost of products and preservation services | 8,563 | 7,530 |
Total gross margin | $ 9,787 | $ 10,133 |
Segment Information (Summary Of
Segment Information (Summary Of Net Revenues By Product And Service) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Product Information [Line Items] | ||
Total revenues | $ 61,948 | $ 45,059 |
BioGlue And BioFoam [Member] | ||
Product Information [Line Items] | ||
Total revenues | 15,970 | 15,681 |
JOTEC [Member] | ||
Product Information [Line Items] | ||
Total revenues | 14,460 | |
On-X [Member] | ||
Product Information [Line Items] | ||
Total revenues | 10,309 | 8,860 |
CardioGenesis Cardiac Laser Therapy [Member] | ||
Product Information [Line Items] | ||
Total revenues | 1,346 | 1,585 |
PerClot [Member] | ||
Product Information [Line Items] | ||
Total revenues | 972 | 819 |
PhotoFix [Member] | ||
Product Information [Line Items] | ||
Total revenues | 541 | 451 |
Cardiac Tissues [Member] | ||
Product Information [Line Items] | ||
Total revenues | 8,103 | 7,502 |
Vascular Tissues [Member] | ||
Product Information [Line Items] | ||
Total revenues | 10,247 | 10,161 |
Operating Segments [Member] | Total Products [Member] | ||
Product Information [Line Items] | ||
Total revenues | 43,598 | 27,396 |
Operating Segments [Member] | Total Preservation Services [Member] | ||
Product Information [Line Items] | ||
Total revenues | $ 18,350 | $ 17,663 |