Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 07, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Central Index Key | 784,199 | ||
Entity Registrant Name | CRYOLIFE INC | ||
Trading Symbol | cry | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Common Stock, Shares Outstanding | 37,021,370 | ||
Entity Public Float | $ 974,083,772 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 41,489 | $ 39,977 |
Restricted securities | 747 | 776 |
Receivables: | ||
Trade accounts, net | 47,108 | 47,525 |
Other receivables | 4,324 | 3,916 |
Total receivables | 51,432 | 51,441 |
Inventories | 45,478 | 46,684 |
Deferred preservation costs | 33,174 | 35,671 |
Prepaid expenses and other | 6,848 | 4,731 |
Total current assets | 179,168 | 179,280 |
Property and equipment, net: | ||
Equipment and software | 48,323 | 47,899 |
Furniture and fixtures | 5,369 | 4,916 |
Leasehold improvements | 41,906 | 40,280 |
Total property and equipment | 95,598 | 93,095 |
Less accumulated depreciation and amortization | 64,570 | 59,516 |
Net property and equipment | 31,028 | 33,579 |
Goodwill | 188,781 | 188,305 |
Acquired technology, less accumulated amortization of $16,815 in 2018 and $8,685 in 2017 | 118,184 | 130,359 |
Other intangibles, less accumulated amortization of $10,572 in 2018 and $9,459 in 2017 | 41,897 | 49,071 |
Deferred income taxes | 4,111 | 1,610 |
Other | 7,922 | 7,489 |
Total assets | 571,091 | 589,693 |
Current liabilities: | ||
Accounts payable | 7,547 | 9,767 |
Accrued compensation | 10,733 | 10,208 |
Accrued procurement fees | 3,308 | 3,577 |
Current portion of long-term debt | 1,160 | 718 |
Taxes payable | 2,250 | 4,020 |
Current portion of capital lease obligation | 729 | 578 |
Accrued expenses and other | 1,603 | 2,426 |
Accrued expenses | 7,193 | 11,646 |
Total current liabilities | 34,523 | 42,940 |
Long-term debt | 215,721 | 218,236 |
Capital lease obligation | 5,937 | 6,856 |
Deferred income taxes | 27,267 | 30,431 |
Deferred compensation liability | 3,250 | 3,390 |
Deferred rent obligations | 2,457 | 2,895 |
Other | 6,869 | 7,887 |
Total liabilities | 296,024 | 312,635 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common stock $0.01 par value per share, 75,000 shares authorized, 38,463 shares issued in 2018 and 37,618 shares issued in 2017 | 385 | 376 |
Additional paid-in capital | 260,361 | 249,935 |
Retained earnings | 34,984 | 37,609 |
Accumulated other comprehensive (loss) income | (6,072) | 1,857 |
Treasury stock at cost (shares of 1,484 in 2018 and 1,387 in 2017) | (14,591) | (12,719) |
Total shareholders' equity | 275,067 | 277,058 |
Total liabilities and shareholders' equity | $ 571,091 | $ 589,693 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other assets noncurrent: | ||
Accumulated amortization | $ 10,572 | $ 9,459 |
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 | 38,463,000 | 37,618,000 |
Treasury stock at cost, shares | 1,484,000 | 1,387,000 |
Acquired Technology [Member] | ||
Other assets noncurrent: | ||
Accumulated amortization | $ 16,815 | $ 8,685 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive (Loss) Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Revenues: | ||||
Total revenues | $ 262,841 | $ 189,702 | $ 180,380 | |
Cost of products and preservation services: | ||||
Total cost of products and preservation services | 89,857 | 61,060 | 61,481 | |
Gross margin | 172,984 | 128,642 | 118,899 | |
Operating expenses: | ||||
General, administrative, and marketing | 140,574 | 101,211 | 91,548 | |
Research and development | 23,098 | 19,461 | 13,446 | |
Total operating expenses | 163,672 | 120,672 | 104,994 | |
Gain from sale of business components | 7,915 | |||
Operating income | 9,312 | 7,970 | 21,820 | |
Interest expense | 15,788 | 4,881 | 3,043 | |
Interest income | (226) | (212) | (72) | |
Other expense (income), net | 141 | (260) | 437 | |
(Loss) income before income taxes | (6,391) | 3,561 | 18,412 | |
Income tax (benefit) expense | (3,551) | (143) | 7,634 | |
Net (loss) income | $ (2,840) | $ 3,704 | $ 10,778 | |
(Loss) income per common share: | ||||
Basic | $ (0.08) | $ 0.11 | $ 0.33 | |
Diluted | [1] | $ (0.08) | $ 0.11 | $ 0.32 |
Weighted-average common shares outstanding: | ||||
Basic | 36,412 | 33,008 | 31,855 | |
Diluted | 36,412 | 34,163 | 32,822 | |
Net (loss) income | $ (2,840) | $ 3,704 | $ 10,778 | |
Other comprehensive (loss) income | (7,929) | 2,286 | (353) | |
Comprehensive (loss) income | (10,769) | 5,990 | 10,425 | |
Products [Member] | ||||
Revenues: | ||||
Total revenues | 187,394 | 119,631 | 113,992 | |
Cost of products and preservation services: | ||||
Total cost of products and preservation services | 53,772 | 29,798 | 28,033 | |
Preservation Services [Member] | ||||
Revenues: | ||||
Total revenues | 75,447 | 70,071 | 66,388 | |
Cost of products and preservation services: | ||||
Total cost of products and preservation services | $ 36,085 | $ 31,262 | $ 33,448 | |
[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. For the year ended December 31, 2018 all stock options and awards were excluded from the calculation of weighted-average common shares outstanding as these would be antidilutive to the net loss. For the years ended December 31, 2017 and 2016 stock options to purchase 227,000 and 1,000 shares, respectively, were excluded from the calculation of diluted weighted-average common shares outstanding. |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net cash flows from operating activities: | |||
Net (loss) income | $ (2,840) | $ 3,704 | $ 10,778 |
Adjustments to reconcile net income to net cash from operating activities: | |||
Depreciation and amortization | 18,095 | 9,745 | 8,384 |
Non-cash compensation | 6,325 | 6,919 | 6,328 |
Write-down of inventories and deferred preservation costs | 649 | 2,110 | 1,364 |
Deferred income taxes | (4,485) | (1,483) | 595 |
Gain from sale of business components | (7,915) | ||
Other non-cash adjustments to income | 2,149 | 676 | 268 |
Changes in operating assets and liabilities: | |||
Receivables | (1,119) | (7,258) | 4,142 |
Inventories and deferred preservation costs | 2,384 | (9,369) | (9,460) |
Prepaid expenses and other assets | (2,407) | (2,968) | 515 |
Accounts payable, accrued expenses, and other liabilities | (8,870) | 8,727 | 4,720 |
Net cash flows provided by operating activities | 9,881 | 10,803 | 19,719 |
Net cash flows from investing activities: | |||
Capital expenditures | (5,786) | (6,632) | (6,198) |
Acquisition of JOTEC, net of cash acquired | (164,661) | ||
Acquisition of On-X, net of cash acquired | (91,152) | ||
Acquisition of PhotoFix technology | (409) | (1,226) | |
Proceeds from sale of business component | 740 | 19,795 | |
Other | (929) | (86) | (126) |
Net cash flows used in investing activities | (6,715) | (171,048) | (78,907) |
Net cash flows from financing activities: | |||
Repayment of term loan | (2,790) | (4,994) | (1,406) |
Payment of debt issuance costs | (624) | (10,144) | (2,289) |
Proceeds from issuance of term loan | 225,000 | 75,000 | |
Payoff of debt agreement | (67,219) | ||
Proceeds from exercise of stock options and issuance of common stock | 3,854 | 3,126 | 2,203 |
Redemption and repurchase of stock to cover tax withholdings | (2,100) | (1,614) | (697) |
Other | (902) | (910) | 617 |
Net cash flows (used in) provided by financing activities | (2,562) | 143,245 | 73,428 |
Effect of exchange rate changes on cash cash equivalents, and restricted securities | 879 | 412 | (317) |
Increase (Decrease) in cash, cash equivalents, and restricted securities | 1,483 | (16,588) | 13,923 |
Cash, cash equivalents, and restricted securities beginning of year | 40,753 | 57,341 | 43,418 |
Cash, cash equivalents, and restricted securities end of year | $ 42,236 | $ 40,753 | $ 57,341 |
Consolidated Statements Of Shar
Consolidated Statements Of Shareholders' Equity - USD ($) | On-X [Member]Common Stock [Member] | On-X [Member]Additional Paid In Capital [Member] | On-X [Member]Retained Earnings [Member] | On-X [Member]Accumulated Other Comprehensive Income (Loss) [Member] | On-X [Member]Treasury Stock [Member] | On-X [Member] | JOTEC [Member]Common Stock [Member] | JOTEC [Member]Additional Paid In Capital [Member] | JOTEC [Member]Retained Earnings [Member] | JOTEC [Member]Accumulated Other Comprehensive Income (Loss) [Member] | JOTEC [Member]Treasury Stock [Member] | JOTEC [Member] | 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, 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 (loss) income | 10,778,000 | 10,778,000 | ||||||||||||||||
Foreign currency translation gain (loss) | (353,000) | (353,000) | ||||||||||||||||
Comprehensive (loss) 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 (loss) income | 3,704,000 | 3,704,000 | ||||||||||||||||
Foreign currency translation gain (loss) | 2,286,000 | 2,286,000 | ||||||||||||||||
Comprehensive (loss) 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 adjustment | ASU 2016-09 [Member] | 379,000 | (238,000) | 141,000 | |||||||||||||||
Net (loss) income | (2,840,000) | (2,840,000) | ||||||||||||||||
Foreign currency translation gain (loss) | (7,929,000) | (7,929,000) | ||||||||||||||||
Comprehensive (loss) income | (10,769,000) | |||||||||||||||||
Equity compensation | $ 3,000 | 6,806,000 | 6,809,000 | |||||||||||||||
Equity compensation, shares | 287,000 | |||||||||||||||||
Exercise of options | $ 5,000 | 4,382,000 | $ (1,872,000) | 2,515,000 | ||||||||||||||
Exercise of options, shares | 578,000 | (98,000) | ||||||||||||||||
Employee stock purchase plan | $ 1,000 | 1,338,000 | $ 1,339,000 | |||||||||||||||
Employee stock purchase plan, shares | 83,000 | 83,000 | ||||||||||||||||
Redemption and repurchase of stock to cover tax withholdings | (2,100,000) | $ (2,100,000) | ||||||||||||||||
Redemption and repurchase of stock to cover tax withholdings, shares | (103,000) | |||||||||||||||||
Balance at Dec. 31, 2018 | $ 385,000 | 260,361,000 | 34,984,000 | (6,072,000) | $ (14,591,000) | 275,067,000 | ||||||||||||
Balance, shares at Dec. 31, 2018 | 38,463,000 | (1,484,000) | ||||||||||||||||
Cumulative effect of adjustment | ASU 2016-09 [Member] | 379,000 | (238,000) | ||||||||||||||||
Cumulative effect of adjustment | ASU 606 [Member] | $ 215,000 | $ 215,000 |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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 intercompany 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 expense (income), net on our Consolidated Statements of Operations and Comprehensive (Loss) Income. Realized gains and losses were a loss of $2.6 million, gain of $257,000 , and a loss of $170,000 for the years ended December 31, 2018 , 2017 , and 2016 , respectively. Losses incurred during 2018 were primarily related to cross currency intercompany receivables and payables resulting from large inventory transfers during the JOTEC integration phase, impacted by fluctuations in the Brazilian Real and the British Pound relative to other currencies. 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 (loss) income 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 Contracts with Customers We have adopted Accounting Standards Codification (“ 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. These agreements, however, 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, On-X products, JOTEC products, PerClot, PhotoFix 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 limited circumstances, CardioGenesis cardiac laser consoles are provided to a customer for their use without transfer of title for evaluation purposes. We have determined that a portion of the revenue for the handpieces purchased during these evaluations constitutes revenue s associated with the use of the laser console, however , these are immaterial to reported revenues. Warranty Our general product warranties do not extend beyond an assurance that the product s 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 Judgments in the Application of the Guidance 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 product 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 tim e 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 potentially 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 Contract Costs 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 Consolidated Statements of Operations and Comprehensive (Loss) 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 Expedients Our payment terms for sales direct to customers are substantially less than the one-year collection period that falls within the practical expedient in the 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 and preservation service 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 service revenues and cost of sales and are accrued in current liabilities until remitted to governmental authorities . 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 (Loss) Income was $732,000 , $606,000 , and $384,000 for the years ended December 31, 2018 , 2017 , and 2016 , 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, and we do not anticipate paying dividends in the future. 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 Accounting Standards Update (“ASU”) No. 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 i n our Consolidated Statement of Operations and Comprehensive (Loss) 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 Payment of dividends was discontinued in the fourth quarter of 2015. We did not pay dividends in 2018, 2017, or 2016 and do not currently anticipate paying out dividends in the next year . Financial Instruments Our financial instruments include cash equivalents, marketable securities, restricted securities, accounts receivable, notes receivable, accounts payable, and debt obligations. We typically value financial assets and liabilities such as receivables, accounts payable, and debt obligations at their carrying values, which approximate s 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, 2018 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): 2018 2017 2016 Cash paid during the year for: Interest $ 15,005 $ 2,561 $ 2,446 Income taxes 1,699 3,358 2,501 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 (loss) income, 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 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 $533,000 and $697,000 as of December 31, 2018 and 2017 , respectively. Inventories Inventories are comprised of finished goods for our major product lines including: BioGlue; JOTEC products; On-X 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 re-handling 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 $212,000 , $1.2 million, and $467,000 for the years ended December 31, 2018 , 2017 , and 2016 , respectively. The 2018 write-down is primarily related to On-X ascending aortic prosthesis (“AAP”) inventory not expected to ship prior to the expiration date and the disposal of obsolete surgical sealant product packaging materials. The 2017 write-down is primarily related to AAP inventory not expected to ship prior to the expiration date. The 2016 write-down is primarily related to PerClot inventory not expected to ship prior to the expiration date . Deferred Preservation Costs Deferred preservation costs include 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 re-handling 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”), that 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 $437,000 , $922,000 , and $897,000 for the years ended December 31, 2018 , 2017 , and 2016 , 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): 2018 2017 2016 Depreciation expense $ 7,303 $ 4,648 $ 3,958 Goodwill and Other Intangible Assets Our intangible assets consist of goodwill, acquired technology, customer lists and relationships, patents, trademarks, and other intangible assets, as discussed in Note 9 . 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. Our definite lived intangible assets consist of acquired technologies, customer lists and relationships, distribution and manufacturing rights and know-how, patents, and other intangible assets. 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 |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Financial Instruments [Abstract] | |
Financial Instruments | 2. Financial Instruments A summary of financial instruments measured at fair value is as follows (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 1,445 -- -- $ 1,445 Restricted securities: Money market funds 747 -- -- 747 Total assets $ 2,192 $ -- $ -- $ 2,192 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 management companies to determine the Level 1 valuation of our investments in money market funds. During the year ended December 31, 2017 we initially reco r ded certain non-financial assets at fair value related to the acquisition JOTEC. Disclosure of this initial fair value determination is included in Note 4 below. |
Cash Equivalents And Restricted
Cash Equivalents And Restricted Cash And Securities | 12 Months Ended |
Dec. 31, 2018 | |
Cash Equivalents And Restricted Cash And Securities [Abstract] | |
Cash Equivalents And Restricted Cash And Securities | 3. Cash Equivalents and Restricted Cash and Securities The following is a summary of cash equivalents and marketable securities (in thousands): Unrealized Estimated Holding Market December 31, 2018 Cost Basis Gains (Losses) Value Cash equivalents: Money market funds $ 1,445 -- $ 1,445 Restricted securities: Money market funds 747 -- 747 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 As of December 31, 2018 and 2017 $747,000 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 or restricted securities for the years ended December 31, 2018 , 2017 , and 2016 . As of December 31, 2018 $512,000 of our restricted securities had a maturity date within three months and $235,000 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 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, 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 and subsequently merged with our Swiss acquisition entity, Jolly Buyer Acquisition GmbH (“JOTEC”), and its subsidiaries (the “JOTEC Acquisition”) for a contract value of 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 11 for further discussion of the senior secured credit facility. Accounting for the Transaction The purchase price of the JOTEC Acquisition totaled approximately $222.2 million, including debt and cash acquired as determined on the date of closing, consisting of $169.1 million in cash and 2,682,754 shares of CryoLife common stock, with a value of $53.1 million on the date of the closing. This purchase price reflects an additional payment related to a working capital true-up calculated and paid to the sellers as defined in the purchase agreement. 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. We recorded an allocation of the $222.2 million purchase consideration 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 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 as of December 1, 2017, reflecting measurement period adjustments made during 2018, is as follows (in thousands): Opening Balance Sheet Cash and cash equivalents $ 4,130 Receivables 13,392 Inventories 16,939 Intangible assets 111,711 Property and equipment 13,051 Goodwill 114,355 Other assets 4,777 Debt acquired (3,808) Liabilities assumed (52,390) Total purchase consideration $ 222,157 We incurred transaction and integration costs of $ 7.4 million and $7.7 million for the years ended December 31, 2018 and 2017, respectively, primarily related to the acquisition, which included, among other costs, expenses related to the termination of international 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 (Loss) Income. Pro Forma Results 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. 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% . |
Acquisition Of On-X Life Techno
Acquisition Of On-X Life Technologies | 12 Months Ended |
Dec. 31, 2018 | |
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. 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 $383,000 and $ 7.4 million for the year ended December 31, 2017 and 2016, respectively, 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 (Loss) Income. There were no transaction and integration costs related to On-X in 2018. We paid approximately $10.0 million of the purchase price into an escrow account upon closing of the On-X transaction. We settled our indemnification claims against the representative of the former shareholders of On-X and the related litigation in July 2018. Pro Forma Results Our pro forma results of operations for the year ended December 31, 2016, 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 Total revenues $ 182,007 Net income 17,692 Pro forma income per common share - basic $ 0.54 Pro forma income per common share - diluted $ 0.53 Pro forma net income (loss) was calculated using a normalized tax rate of approximately 38% . |
Sale Of Business Components
Sale Of Business Components | 12 Months Ended |
Dec. 31, 2018 | |
Sale Of Business Components [Abstract] | |
Sale 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 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 Laboratories, Inc. 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 accounted for less than 10% of both our total revenues for the year ended December 31, 2015 and our tot al 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 (Loss) Income. |
PhotoFix Distribution Agreement
PhotoFix Distribution Agreement And Acquisition | 12 Months Ended |
Dec. 31, 2018 | |
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. 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 In April 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 shipping PhotoFix manufactured at our headquarters facility in 2018. |
Inventories And Deferred Preser
Inventories And Deferred Preservation Costs | 12 Months Ended |
Dec. 31, 2018 | |
Inventories And Deferred Preservation Costs [Abstract] | |
Inventories And Deferred Preservation Costs | 8. Inventories and Deferred Preservation Costs Inventories at December 31, 2018 and 2017 are comprised of the following (in thousands): 2018 2017 Raw materials and supplies $ 17,381 $ 16,328 Work-in-process 3,858 5,504 Finished goods 24,239 24,852 Total inventories $ 45,478 $ 46,684 Deferred preservation costs at December 31, 2018 and 2017 are comprised of the following (in thousands): 2018 2017 Cardiac tissues $ 15,972 $ 16,988 Vascular tissues 17,202 18,683 Total deferred preservation costs $ 33,174 $ 35,671 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, 2018 we had $11.2 million in consignment inventory, with approximately 55% in domestic locations and 45% 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 | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Other Intangible Assets [Abstract] | |
Goodwill And Other Intangible Assets | 9. Goodwill and Other Intangible Assets Indefinite Lived Intangible Assets As of December 31, 2018 and 2017 the carrying values of our indefinite lived intangible assets are as follows (in thousands): 2018 2017 Goodwill $ 188,781 $ 188,305 In-process R&D 9,382 13,954 Procurement contracts and agreements 2,013 2,013 Trademarks 844 841 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, 2018 and 2017 the value of our goodwill, all of which is related to our Medical Devices segment, is as follows (in thousands): 2018 2017 Balance as of January 1, $ 188,305 $ 78,294 Goodwill from JOTEC acquisition 5,100 110,100 Revaluation of goodwill denominated in foreign currency (4,624) (89) Balance as of December 31, $ 188,781 $ 188,305 Definite Lived Intangible Assets As of December 31, 2018 and 2017 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, 2018 Value Amortization Period Acquired technology $ 134,999 16,815 11 – 22 Years Patents 3,656 2,970 17 Years Distribution and manufacturing rights and know-how 4,059 2,107 11 – 15 Years Customer lists and relationships 31,169 5,068 13 – 22 Years Other 1,154 235 3 – 5 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 – 22 Years Other 1,439 1,076 3 Years Amortization Expense Amortization expense recorded in general, administrative, and marketing expenses on our Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31 is as follows (in thousands): 2018 2017 2016 Amortization expense $ 10,792 $ 5,085 $ 4,426 As of December 31, 2018 scheduled amortization of intangible assets for the next five years is as follows (in thousands): 2019 2020 2021 2022 2023 Total Amortization expense $ 10,394 $ 10,228 $ 10,203 $ 9,657 $ 9,244 $ 49,726 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | 10. Income Taxes Income Tax Expense (Loss) i ncome before income taxes consists of the following (in thousands): 2018 2017 2016 Domestic $ 4,560 $ 5,086 $ 17,874 Foreign (10,951) (1,525) 538 (Loss) income before income taxes $ (6,391) $ 3,561 $ 18,412 Income tax expense consists of the following (in thousands): 2018 2017 2016 Current: Federal $ 402 $ 521 $ 3,948 State 246 110 626 Foreign 2,009 460 353 2,657 1,091 4,927 Deferred: Federal (2,188) (714) 2,836 State (154) 70 (9) Foreign (3,866) (590) (120) (6,208) (1,234) 2,707 Income tax (benefit) expense $ (3,551) $ (143) $ 7,634 Our income tax (benefit) expense in 2018 , 2017 , and 2016 included our federal, state, and foreign tax obligations. Our effective income tax rate was a tax benefit of 56% for the year ended December 31, 2018, a tax benefit of 4% for the year ended December 31, 2017, and a tax expense of 41 % for the year ended December 31, 2016 . Our income tax rate for the year ended December 31, 2018 was affected by excess tax benefits on stock compensation, the research and development tax credit and non-includable income related to the On-X settlement which increased our benefit. These tax benefits were offset by changes in valuation allowances on future tax benefits, and nondeductible entertainment expenses. Our income tax rate for the year 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. Our income tax rate for the year 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 S ale. The income tax (benefit) expense amounts differ from the amounts computed by applying the U.S. federal statutory income tax rate of 21% for the year ended December 31, 2018 , 34% for the year ended December 31, 2017 , and 35% for the year ended December 31, 2016 to pretax income as a result of the following (in thousands): 2018 2017 2016 Tax (benefit) expense at statutory rate $ (1,340) $ 1,211 $ 6,444 Increase (reduction) in income taxes resulting from: Valuation allowance change 719 54 (84) Nondeductible entertainment expenses 206 258 221 Nondeductible executive compensation 320 145 -- Equity compensation (2,081) (2,664) 135 Research and development credit (557) (525) (296) Unrealized income on investments (337) (163) (111) Foreign income taxes (250) 364 130 Impact of Tax Cuts and Jobs Act (238) (255) -- Net change in uncertain tax positions (154) (67) (153) State income taxes, net of federal benefit (8) 212 531 Nondeductible transaction costs -- 1,676 908 Nondeductible loss on unit disposals -- -- 455 Federal tax rate differential -- (100) -- Foreign tax credit -- (133) (178) Domestic production activities deduction -- (174) (456) Other 169 18 88 Total income tax (benefit) expense $ (3,551) $ (143) $ 7,634 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. For 2017, we 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. We 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 and 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. At December 31, 2018 after further analyses of the Tax Act, notices, and regulations issued and proposed by the U . S . Department of the Treasury and the Internal Revenue Service, we have now completed our accounting for all of the enactment-date income tax effects of the Tax Act. As further discussed below, during 2018, certain immaterial adjustments to the provisional amounts recorded at December 31, 2017 are included as a component of income tax expense. As of December 31, 2017 we remeasured certain deferred tax assets and liabilities based on the rates at which they were expected to reverse in the future (which was generally from 35% to 21% ), which resulted in a nominal provisional amount for 2017. Upon further analysis of certain aspects of the Tax Act and refinement of our calculations during the year ended December 31, 2018, we made immaterial adjustments to our provisional estimate, which are included as a component of income tax expense from continuing operations. We 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 deferred tax impacts of GILTI in its consolidated financial statements for the years ended December 31, 2018 and 2017. For the year ending December 31, 2018 our GILTI inclusion was nominal. The Tax Act also created a new provision, foreign derived intangible income (“FDII”), whereby certain sales made from the U.S. to overseas markets is taxed at a lower U.S. rate. We are favorably impacted by the new FDII provision and as of December 31, 2018 our FDII deduction was $1.1 million. We are also affected by the new interest deductibility rule under the Tax Act. This rule disallows interest expense to the extent it exceeds 30% of a djusted t axable i ncome. For the year ending December 31, 2018 our interest deduction was limited to $4.9 million. The excess interest not deducted in 2018 of $21.1 million can be carried forward indefinitely for use in future years. Deferred Taxes We generate deferred tax assets primarily as a result of net operating losses; excess interest carryforward; accrued compensation; asset impairments; stock compensation, and capital leases. We acquired significant deferred tax assets, primarily net operating losses, from our acquisitions of JOTEC and On-X in 2017 and 2016, respectively. 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): 2018 2017 Deferred tax assets: Loss carryforwards $ 8,266 $ 8,369 Excess interest carryforward 4,786 -- Accrued expenses 2,723 4,719 Stock compensation 2,138 2,213 Capital Leases 1,824 -- Intangible assets 1,316 1,306 Credit carryforwards 939 771 Deferred compensation 778 1,010 UNICAP 404 390 Inventory and deferred preservation costs write-downs 289 570 Tax benefit of tax reserves 217 229 Other 310 539 Less valuation allowance (3,372) (2,469) Total deferred tax assets 20,618 17,647 2018 2017 Deferred tax liabilities: Intangible assets (39,730) (43,647) Debt costs (2,331) -- Property (1,060) (1,632) Prepaid items (477) (285) Other (176) (904) Total deferred tax liabilities (43,774) (46,468) Total net deferred tax liabilities $ (23,156) $ (28,821) As of December 31, 2018 we maintained a total of $ 3.4 million in valuation allowances against deferred tax assets, related primarily to state net operating loss carryforwards, and a net deferred tax liability of $ 23.2 million. As of December 31, 2017 we maintained 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. As of December 31, 2018 we had approximately $3.1 million tax-effected federal net operating loss carryforwards related to the acquisitions of Cardiogenesis and Hemosphere that began to expire in 2018 , $ 3.0 million of tax-effected state net operating loss carryforwards, that will begin to expire in 2022 , $2.3 million of foreign net operating loss carryforwards, of which $8 32 ,000 expires in 2025 , and the balance has no expiration, $648,000 in research and development tax credit carryforwards that begin to expire in 2022 , and $164,000 in credits from the state of Texas that expire in 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): 2018 2017 2016 Beginning balance $ 4,328 $ 3,390 $ 969 Increases related to current year tax positions 368 143 86 Increases related to prior year tax positions 249 1,155 2,668 Decreases related to prior year tax positions -- (106) (40) Decreases related to settlements (605) -- (66) Decreases due to the lapsing of statutes of limitations (467) (254) (227) Increases (decreases) for foreign exchange differences 16 -- -- Ending balance $ 3,889 $ 4,328 $ 3,390 A reconciliation of the beginning and ending balances of our liability for interest and penalties on uncertain tax positions is as follows (in thousands): 2018 2017 2016 Beginning balance $ 315 $ 208 $ 210 Accrual of interest and penalties 161 169 92 Decreases related to prior year tax positions (74) (62) (94) Ending balance $ 402 $ 315 $ 208 As of December 31, 2018 our uncertain tax liability, including interest and penalties, of $4.3 million, was recorded as a reduction to deferred tax assets of $286,000 , and a non-current liability of $4.0 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. The uncertain tax position decrease related to prior year tax positions is primarily due to settlements with the taxing authorities and the lapse of the statute of limitations in various jurisdictions. As of December 31, 2017 our total 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. We believe it is reasonably possible that approximately $1.2 million of our uncertain tax liability will be recognized in 2019 due to the lapsing of various federal and state and foreign statutes of limitations, of which substantially all would affect the tax rate. Other Our tax years 2015 through 2017 generally remain open to examination by the major taxing jurisdictions to which we are subject. However, certain returns from years prior to 2015, 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, 2018 | |
Debt [Abstract] | |
Debt | 11. 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 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 . In October 2018 we finalized an amendment to the Credit Agreement to reprice, resulting in a reduction in the interest rate margins over base rates on the Term Loan Facility. 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 2.25% , or LIBOR plus a margin of 3.25% . Prior to the repricing, the optional floating annual rate was 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, 2018 the aggregate interest rate was 6.05% . 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% . Previous 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 (“Previous Debt Agreement”). The designated credit parties were Healthcare Financial Solutions, LLC; Fifth Third Bank; and Citizens Bank, National Association, collectively. The Previous Debt Agreement restated a prior credit agreement and provided us with a senior secured credit facility in an aggregate principal amount of $95.0 million, which included a $75.0 million term loan and a $20.0 million revolving credit facility (including a $4.0 million letter of credit sub-facility and a $3.0 million swing-line sub-facility). Borrowings under the Previous Debt Agreement were secured by substantially all of our real and personal property. As of November 30, 2017 the aggregate interest rate was 3.99% when the outstanding balance, $68.7 million, was repaid in the closing of the Term Loan Facility. We also incurred an unused commitment fee equal to 0.50% of the un-utilized portion of the revolving loans and other customary fees for a credit facility of this size and type. The short-term and long-term balances of our term loans are as follows (in thousands): As of December 31, 2018 2017 Term loan balance $ 222,750 $ 225,000 2.45% Sparkasse Zollernalb (KFW Loan 1) 1,318 1,657 1.4% Sparkasse Zollernalb (KFW Loan 2) 1,885 2,312 Total loan Balance 225,953 228,969 Less unamortized loan origination costs (9,072) (10,015) Total borrowed 216,881 218,954 Less short-term loan balance (1,160) (718) Long-term loan balance $ 215,721 $ 218,236 At December 31, 2018 the aggregate maturities of long-term debt for the next five years is as follows (in thousands): 2019 2020 2021 2022 2023 Thereafter Total Maturities $ 2,726 $ 2,791 $ 2,791 $ 2,791 $ 2,791 $ 212,063 $ 225,953 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 $15.8 million, $4.9 million, and $3.0 million in 2018 , 2017 , and 2016 , respectively. Interest expense includes interest on debt and uncertain tax positions in all periods. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 12. 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 $2.5 million and $2.9 million as of December 31, 2018 and 2017 , respectively, primarily related to the lease on our corporate headquarters, which expires in 2022 . Total rental expense for operating leases was $6.4 million in 2018 , $4.9 million in 2017 , and $4.3 million in 2016 . The increase in rent expense in 2018 is due to the JOTEC acquisition and our lease of equipment and manufacturing, warehouse, and office space in Hechingen, Germany. The increase in rent expense in 2017 is due to a partial year of expense related to the JOTEC acquisition and our lease of equipment and manufacturing, warehouse, and office space in Hechingen, Germany. We began subleasing some of our combined manufacturing and office space in February 2018 and some of our additional office space in December 2016 and earned $855,000 and $564,000 of sublease income in 2018 and 2017, respectively, 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 2019 $ 857 $ 6,122 $ 1,181 2020 688 5,555 1,203 2021 641 4,758 1,226 2022 586 2,461 569 2023 586 1,456 -- Thereafter 4,099 6,389 -- Total minimum lease payments $ 7,457 $ 26,741 $ 4,179 Less amount representing interest 792 Present value of net minimum lease payments 6,665 Less current maturities 731 Capital lease obligations, less current maturities $ 5,934 Assets acquired under capital leases are as follows (in thousands): Gross Carrying Accumulated Net Book Value Amortization Value Equipment $ 1,066 $ 375 $ 691 Leasehold improvements 6,608 507 6,101 Total $ 7,674 $ 882 $ 6,792 Liability Claims At December 31, 2018 and 2017 our unreported loss liability was $1.7 million and $1.8 million, respectively. As of December 31, 2018 and 2017 , the related insurance recoverable amounts were $693,000 and $692,000 , 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, 2018 could be estimated to be as high as $3.5 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. 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. Enrollment was completed in January 2019. We anticipate Premarket Approval (“PMA”) submission to the U.S. Food and Drug Administration (“FDA”) in early 2020. As of December 31, 2018 we had $1.5 million in prepaid royalties, $2.3 million in net intangible assets, and $1.3 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. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | 13. Shareholders’ Equity 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 Acquisition. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | 14. 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 2018 and 2017 . We made matching contributions of 40% of each participant's contribution for up to 5% of each participant’s salary in 2016. Our contributions approximated $1.4 million, $1.4 million, and $750,000 for the years ended 2018 , 2017 , and 2016 , respectively. The increase in expenses in 2017 was primarily due to the increase in our matching contribution. 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 of 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. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2018 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 15. Revenue Recognition Sources of Revenue We have identified the following revenues disaggregated by revenue source: · Domestic Hospitals – direct sales of products and preservation services. · International Hospitals – direct sales of products and preservation services. · International Distributors – generally these contracts specify a geographic area that the distributor will service, terms and conditions of the relationship, and purchase targets for the next calendar year. · CardioGenesis Cardiac Laser Console Trials and Sales – CardioGenesis cardiac trialed laser consoles are delivered under separate agreements. For the years ended December 31, 2018, 2017, and 2016 the sources of revenue were as follows (in thousands): 2018 2017 2016 Domestic hospitals $ 138,432 $ 128,240 $ 123,885 International hospitals 81,203 23,791 16,616 International distributors 36,989 30,805 32,037 CardioGenesis cardiac laser therapy 6,217 6,866 7,842 Total sources of revenue $ 262,841 $ 189,702 $ 180,380 Also see segment and geographic disclosure in Note 19 below. Contract Balances We may generate contract assets during the pre-delivery design and manufacturing stage of E-xtra DESIGN ENGINEERING product order fulfillment. We assess the balance related to any arrangements in process and determine if the enforceable right to payment creates a material contract asset requiring disclosure. We also incur contract obligations on general customer purchase orders that have been accepted but unfulfilled. Due to the short duration of time between order acceptance and delivery of the related product or service, we have determined that the balance related to these contract obligations is generally immaterial at any point in time. We monitor the value of orders accepted but unfulfilled at the close of each reporting period to determine if disclosure is appropriate. The value of orders accepted but unfulfilled as of December 31, 2018 are not material. |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Stock Compensation [Abstract] | |
Stock Compensation | 16. Stock Compensation Overview We are currently authorized to grant and have available for grant the following number of shares under our stock plans as of December 31, 2018 and 2017 : Authorized Available for Grant Plan Shares 2018 2017 1996 Discounted Employee Stock Purchase Plan, as amended 1,900,000 295,000 377,000 2009 Equity and Cash Incentive Plan 7,100,000 958,000 1,422,000 Total 9,000,000 1,253,000 1,799,000 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 2018 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 328,000 shares and had an aggregate grant date market value of $7.5 million. The PSUs granted in 2018 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 2018 was based on attaining specified levels of adjusted EBITDA, as defined in the PSU grant documents, for the 2018 calendar year. The PSUs granted in 2018 earned approximately 80% of the target number of shares. In 2017 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 of common stock and had an aggregate grant date market value of $7.1 million. The performance component of PSU awards granted in 2017 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 2017 calendar year. The PSUs granted in 2017 earned approximately 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, PSAs, 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 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 2016 earned approximately 142% of the target number of shares. A summary of stock grant activity for the years ended December 31, 2018 , 2017 , and 2016 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, 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 Granted 128,000 23.83 Vested (136,000) 12.96 Forfeited (49,000) 12.07 Unvested at December 31, 2018 326,000 17.19 Weighted Average Grant Date PSAs Shares Fair Value 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 -- -- Granted -- -- Vested -- -- Forfeited -- -- Unvested at December 31, 2018 - -- Weighted Average Remaining Aggregate Contractual Intrinsic RSUs Shares Term in years Value 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 Granted 115,000 Vested (99,000) Forfeited (51,000) Unvested at December 31, 2018 251,000 1.05 7,123,000 Vested and expected to vest 251,000 1.05 $ 7,123,000 Weighted Average Remaining Aggregate Contractual Intrinsic PSUs Shares Term in years Value 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 Granted 104,000 Vested (109,000) Forfeited (17,000) Unvested at December 31, 2018 147,000 0.72 4,179,000 Vested and expected to vest 147,000 0.72 $ 4,179,000 During the years ended December 31, 2018 , 2017 , and 2016 the total fair value of $7.3 million, $11.1 million, and $2.9 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 219,000 , 260,000 , and 387,000 shares in 2018 , 2017 , and 2016 , 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, 2018 , 2017 , and 2016 is as follows: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Shares Exercise Price Term in years Value 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 Granted 219,000 21.55 Exercised (578,000) 7.59 Forfeited (49,000) 14.10 Expired -- -- Outstanding at December 31, 2018 1,333,000 13.04 3.93 20,439,000 Vested and expected to vest 1,333,000 $ 13.04 3.93 $ 20,439,000 Exercisable at December 31, 2018 872,000 $ 10.74 3.15 $ 15,381,000 Other information concerning stock options for the years ended December 31 is as follows: 2018 2017 2016 Weighted-average fair value of options granted $ 8.38 $ 5.97 $ 3.68 Intrinsic value of options exercised 9,961,000 4,748,000 2,422,000 Employees purchased common stock totaling 83,000 , 93,000 , and 90,000 shares in 2018 , 2017 , and 2016 , respectively, through our ESPP. Stock Compensation Expense The following weighted ‑average assumptions were used to determine the fair value of options: 2018 2017 2016 Stock ESPP Stock ESPP Stock ESPP Options Options Options Options Options Options Expected life of options 5.00 Years 0.50 Years 4.75 Years 0.50 Years 4.75 Years 0.50 Years Expected stock price volatility 0.40 0.34 0.40 0.39 0.40 0.30 Risk-free interest rate 2.64% 1.73% 1.87% 0.85% 1.20% 0.43% The following table summarizes stock compensation expense (in thousands): 2018 2017 2016 RSA, PSA, RSU, and PSU expense $ 5,076 $ 5,335 $ 4,966 Stock option and ESPP option expense 1,732 1,978 1,636 Total stock compensation expense $ 6,808 $ 7,313 $ 6,602 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 $484,000 , $394,000 , and $274,000 in the years ended December 31, 2018 , 2017 , and 2016 , respectively, of the stock compensation expense into our inventory costs and deferred preservation costs. As of December 31, 2018 we had total unrecognized compensation costs of $6.5 million related to RSAs, RSUs, and PSUs and $1.9 million related to unvested stock options. As of December 31, 2018 this expense is expected to be recognized over a weighted-average period of 1.6 years for RSUs, 1.4 years for stock options, 1.0 years for RSAs, and 0.7 years for PSUs. |
(Loss) Income Per Common Share
(Loss) Income Per Common Share | 12 Months Ended |
Dec. 31, 2018 | |
(Loss) Income Per Common Share [Abstract] | |
(Loss) Income Per Common Share | 17. (Loss) Income Per Common Share The following table sets forth the computation of basic and diluted (loss) income per common share (in thousands, except per share data): Basic (loss) income per common share 2018 2017 2016 Net (loss) income $ (2,840) $ 3,704 $ 10,778 Net loss (income) allocated to participating securities 27 (63) (208) Net (loss) income allocated to common shareholders $ (2,813) $ 3,641 $ 10,570 Basic weighted-average common shares outstanding 36,412 33,008 31,855 Basic (loss) income per common share $ (0.08) $ 0.11 $ 0.33 Diluted (loss) income per common share 2018 2017 2016 Net (loss) income $ (2,840) $ 3,704 $ 10,778 Net loss (income) allocated to participating securities 27 (61) (202) Net (loss) income allocated to common shareholders $ (2,813) $ 3,643 $ 10,576 Basic weighted-average common shares outstanding 36,412 33,008 31,855 Effect of dilutive options and awards a - 1,155 967 Diluted weighted-average common shares outstanding 36,412 34,163 32,822 Diluted (loss) income per common share $ (0.08) $ 0.11 $ 0.32 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 (loss) income per common share. For the year ended December 31, 2018 all stock options and awards were excluded from the calculation of weighted-average common shares outstanding as these would be antidilutive to the net loss. For the years ended December 31, 2017 and 2016 stock options to purchase 227,000 and 1,000 shares, 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, 2018 | |
Transactions With Related Parties [Abstract] | |
Transactions With Related Parties | 18. 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, who retired from the Board of Directors during 2018, was the former Chief of Thoracic Surgery of a university hospital that generated product and preservation services revenues of $443,000 , $133,000 , and $316,000 for us in 2018 , 2017 , and 2016 , respectively. Additionally, the son of this former member of our Board of Directors receive d a retainer for performing heart and lung transplants from a medical center that generated product and preservation services revenues of $745,000 , $793,000 , and $479,000 for us in 2018 , 2017 , and 2016 , respectively. A member of our Board of Directors and a shareholder of the Company, who joined our Board of Directors during 2018, is the CEO of a hospital that generated product and preservation services revenues of $296,000 in 2018. We expensed $23,000 , $34,000 , and $39,000 in 2018 , 2017 , and 2016 , 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 $55,000 , $53,000 , and $44,000 in 2018 , 2017, and 2016, 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 And Geogrpahic Informat
Segment And Geogrpahic Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment And Geographic Information [Abstract] | |
Segment And Geographic Information | 19 . 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, JOTEC products, On-X 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): 2018 2017 2016 Revenues: Medical devices $ 187,394 $ 119,631 $ 113,992 Preservation services 75,447 70,071 66,388 Total revenues 262,841 189,702 180,380 Cost of products and preservation services: Medical devices 53,772 29,798 28,033 Preservation services 36,085 31,262 33,448 Total cost of products and preservation services 89,857 61,060 61,481 Gross margin: Medical devices 133,622 89,833 85,959 Preservation services 39,362 38,809 32,940 Total gross margin $ 172,984 $ 128,642 $ 118,899 Net revenues by product for the years ended December 31, 2018 , 2017 , and 2016 were as follows (in thousands): 2018 2017 2016 Products: BioGlue and BioFoam $ 66,660 $ 65,939 $ 63,461 JOTEC 63,341 4,136 -- On-X 44,832 37,041 34,232 CardioGenesis cardiac laser therapy 6,217 6,866 7,864 PerClot 3,767 3,533 4,021 PhotoFix 2,577 2,116 1,871 HeRO Graft -- -- 2,325 ProCol -- -- 218 Total products 187,394 119,631 113,992 Preservation services: Cardiac tissue 35,683 32,510 29,697 Vascular tissue 39,764 37,561 36,691 Total preservation services 75,447 70,071 66,388 Total revenues $ 262,841 $ 189,702 $ 180,380 Net revenues by geographic location attributed to countries based on the location of the customer for the years ended December 31, 2018 , 2017 , and 2016 were as follows (in thousands): 2018 2017 2016 U.S. $ 144,651 $ 135,102 $ 131,727 International 118,190 54,600 48,653 Total revenues $ 262,841 $ 189,702 $ 180,380 For the year ended December 31, 2018, revenues attributed to customers in Germany accounted for 10% of total revenues as a result of the acquisition of JOTEC in December 2017. During December 31, 2017 and 2016 revenues attributed to customers in any individual country outside the U.S. were less than 10% of total revenues. At December 31, 2018 and 2017 57% and 60% , 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. Our long-lived international assets were $13.1 million as of December 31, 2018 , of which 98% were located in Hechingen, Germany. Our long-lived international assets were $ 13.3 million as of December 31, 2017 , of which 99% were located in Hechingen, Germany. At December 31, 2018 and 2017 $ 188.8 million and $188.3 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, 2018 | |
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: 2018 $ 61,948 $ 68,496 $ 64,598 $ 67,799 2017 45,059 $ 47,818 $ 43,999 52,826 * 2016 43,016 ** 47,083 45,252 45,029 GROSS MARGIN: 2018 $ 39,228 $ 45,851 $ 42,714 $ 45,191 2017 29,512 $ 32,905 $ 29,862 36,363 * 2016 27,621 ** 30,301 29,782 31,195 NET (LOSS) INCOME: 2018 $ (3,855) $ 226 $ 1,565 $ (776) 2017 2,223 $ 3,163 $ 1,325 (3,007) * 2016 2,541 ** 2,347 2,993 2,897 (LOSS) INCOME PER COMMON SHARE—DILUTED: 2018 $ (0.11) $ 0.01 $ 0.04 $ (0.02) 2017 0.06 $ 0.09 $ 0.04 0.09 * 2016 0.08 ** 0.07 0.09 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 Accoun_2
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 intercompany 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 expense (income), net on our Consolidated Statements of Operations and Comprehensive (Loss) Income. Realized gains and losses were a loss of $2.6 million, gain of $257,000 , and a loss of $170,000 for the years ended December 31, 2018 , 2017 , and 2016 , respectively. Losses incurred during 2018 were primarily related to cross currency intercompany receivables and payables resulting from large inventory transfers during the JOTEC integration phase, impacted by fluctuations in the Brazilian Real and the British Pound relative to other currencies. 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 (loss) income 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 Contracts with Customers We have adopted Accounting Standards Codification (“ 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. These agreements, however, 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, On-X products, JOTEC products, PerClot, PhotoFix 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 limited circumstances, CardioGenesis cardiac laser consoles are provided to a customer for their use without transfer of title for evaluation purposes. We have determined that a portion of the revenue for the handpieces purchased during these evaluations constitutes revenue s associated with the use of the laser console, however , these are immaterial to reported revenues. Warranty Our general product warranties do not extend beyond an assurance that the product s 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 Judgments in the Application of the Guidance 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 product 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 tim e 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 potentially 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 Contract Costs 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 Consolidated Statements of Operations and Comprehensive (Loss) 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 Expedients Our payment terms for sales direct to customers are substantially less than the one-year collection period that falls within the practical expedient in the 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 and preservation service 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 service revenues and cost of sales and are accrued in current liabilities until remitted to governmental authorities . |
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 (Loss) Income was $732,000 , $606,000 , and $384,000 for the years ended December 31, 2018 , 2017 , and 2016 , 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, and we do not anticipate paying dividends in the future. 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 Accounting Standards Update (“ASU”) No. 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 i n our Consolidated Statement of Operations and Comprehensive (Loss) 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 Payment of dividends was discontinued in the fourth quarter of 2015. We did not pay dividends in 2018, 2017, or 2016 and do not currently anticipate paying out dividends in the next year . |
Financial Instruments | Financial Instruments Our financial instruments include cash equivalents, marketable securities, restricted securities, accounts receivable, notes receivable, accounts payable, and debt obligations. We typically value financial assets and liabilities such as receivables, accounts payable, and debt obligations at their carrying values, which approximate s 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, 2018 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): 2018 2017 2016 Cash paid during the year for: Interest $ 15,005 $ 2,561 $ 2,446 Income taxes 1,699 3,358 2,501 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 (loss) income, 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 Receivable And Allowance For Doubtful Accounts | Accounts 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 $533,000 and $697,000 as of December 31, 2018 and 2017 , respectively. |
Inventories | Inventories Inventories are comprised of finished goods for our major product lines including: BioGlue; JOTEC products; On-X 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 re-handling 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 $212,000 , $1.2 million, and $467,000 for the years ended December 31, 2018 , 2017 , and 2016 , respectively. The 2018 write-down is primarily related to On-X ascending aortic prosthesis (“AAP”) inventory not expected to ship prior to the expiration date and the disposal of obsolete surgical sealant product packaging materials. The 2017 write-down is primarily related to AAP inventory not expected to ship prior to the expiration date. The 2016 write-down is primarily related to PerClot inventory not expected to ship prior to the expiration date . |
Deferred Preservation Costs | Deferred Preservation Costs Deferred preservation costs include 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 re-handling 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”), that 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 $437,000 , $922,000 , and $897,000 for the years ended December 31, 2018 , 2017 , and 2016 , 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): 2018 2017 2016 Depreciation expense $ 7,303 $ 4,648 $ 3,958 |
Goodwill And Other Intangible Assets | Goodwill and Other Intangible Assets Our intangible assets consist of goodwill, acquired technology, customer lists and relationships, patents, trademarks, and other intangible assets, as discussed in Note 9 . 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. Our definite lived intangible assets consist of acquired technologies, customer lists and relationships, distribution and manufacturing rights and know-how, patents, and other intangible assets. 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, 2018 , 2017 , and 2016 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, 2018 and 2017 , our non-amortizing intangible assets consisted of goodwill, in-process research and development, acquired procurement contracts and agreements, and trademarks. We performed an analysis of our non-amortizing intangible assets as of October 31, 2018 and 2017 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 12 . 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 that we are not aware of at the present time. We maintain claims ‑made insurance policies to mitigate our financial exposure to product and tissue processing liability claims. Claims ‑made insurance policies generally cover only those asserted claims and incidents that are reported to the insurance carrier while the policy is in effect. 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 expense (income), net on our Consolidated Statements of Operations and Comprehensive (Loss) Income. See Note 10 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 also acquired net operating loss carryforwards in certain foreign jurisdictions in our recent acquisition of JOTEC. 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. The identifiable intangible assets typically consist of developed technology, trade names, customer relationships, and in-process research and development costs. 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 expense (income) on our Consolidated Statements of Operations and Comprehensive (Loss) Income. |
New Accounting Pronouncements | New Accounting Pronouncements Recently Adopted As of January 1, 2018 we adopted 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 that 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. Adoption of ASC 606 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. See Note 15 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 as of January 1, 2018 and disclosure revisions have been made for the periods presented on the Consolidated Statement of Cash Flows. Not Yet Effective In February 2016 the FASB amended its 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 plan to adopt the new standard effective January 1, 2019 using the modified retrospective approach, which allows application of the standard at the adoption date rather than at the beginning of the earliest comparative period presented. We expect to elect the package of available practical expedients that will enable us to retain the lease classification and initial direct costs for any leases that existed prior to the adoption of the standard and will not reassess whether any contracts executed prior to the adoption of the standard are or contain leases. We expect that the adoption of this standard will result in the recognition of material right-of-use assets and corresponding liabilities in our Consolidated Balance Sheets, but do not expect the adoption to have a material impact on our Consolidated Statements of Operations and Comprehensive (Loss) Income or our Consolidated Statements of Cash Flows. The adoption of this standard will result in expanded lease related disclosures in the n otes to our c onsolidated f inancial s tatements. While we are currently evaluating the final impact the adoption of this standard will have, we have identified existing lease contracts, implemented lease tracking and accounting software, and are updating our controls and procedures for leases under the new standard. |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary Of Significant Accounting Policies [Abstract] | |
Schedule Of Supplemental Disclosures Of Cash Flow Information | 2018 2017 2016 Cash paid during the year for: Interest $ 15,005 $ 2,561 $ 2,446 Income taxes 1,699 3,358 2,501 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 | 2018 2017 2016 Depreciation expense $ 7,303 $ 4,648 $ 3,958 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Financial Instruments [Abstract] | |
Summary Of Financial Instruments Measured At Fair Value | December 31, 2018 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 1,445 -- -- $ 1,445 Restricted securities: Money market funds 747 -- -- 747 Total assets $ 2,192 $ -- $ -- $ 2,192 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 Restrict_2
Cash Equivalents And Restricted Cash And Securities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash Equivalents And Restricted Cash And Securities [Abstract] | |
Summary Of Cash Equivalents And Restricted Cash And Securities | Unrealized Estimated Holding Market December 31, 2018 Cost Basis Gains (Losses) Value Cash equivalents: Money market funds $ 1,445 -- $ 1,445 Restricted securities: Money market funds 747 -- 747 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 |
Acquisition Of JOTEC (Tables)
Acquisition Of JOTEC (Tables) - JOTEC [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Purchase Price Allocation | Opening Balance Sheet Cash and cash equivalents $ 4,130 Receivables 13,392 Inventories 16,939 Intangible assets 111,711 Property and equipment 13,051 Goodwill 114,355 Other assets 4,777 Debt acquired (3,808) Liabilities assumed (52,390) Total purchase consideration $ 222,157 |
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 Tech_2
Acquisition Of On-X Life Technologies (Tables) - On-X [Member] | 12 Months Ended |
Dec. 31, 2018 | |
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 Total revenues $ 182,007 Net income 17,692 Pro forma income per common share - basic $ 0.54 Pro forma income per common share - diluted $ 0.53 |
Inventories And Deferred Pres_2
Inventories And Deferred Preservation Costs (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventories And Deferred Preservation Costs [Abstract] | |
Schedule Of Inventories | 2018 2017 Raw materials and supplies $ 17,381 $ 16,328 Work-in-process 3,858 5,504 Finished goods 24,239 24,852 Total inventories $ 45,478 $ 46,684 |
Schedule Of Deferred Preservation Costs | 2018 2017 Cardiac tissues $ 15,972 $ 16,988 Vascular tissues 17,202 18,683 Total deferred preservation costs $ 33,174 $ 35,671 |
Goodwill And Other Intangible_2
Goodwill And Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Other Intangible Assets [Abstract] | |
Schedule Of Carrying Values Of Indefinite Lived Intangible Assets | 2018 2017 Goodwill $ 188,781 $ 188,305 In-process R&D 9,382 13,954 Procurement contracts and agreements 2,013 2,013 Trademarks 844 841 |
Schedule Of Goodwill By Reportable Segment | 2018 2017 Balance as of January 1, $ 188,305 $ 78,294 Goodwill from JOTEC acquisition 5,100 110,100 Revaluation of goodwill denominated in foreign currency (4,624) (89) Balance as of December 31, $ 188,781 $ 188,305 |
Schedule Of Gross Carrying Values, Accumulated Amortization, And Approximate Amortization Period Of Definite Lived Intangible Assets | Gross Carrying Accumulated Amortization December 31, 2018 Value Amortization Period Acquired technology $ 134,999 16,815 11 – 22 Years Patents 3,656 2,970 17 Years Distribution and manufacturing rights and know-how 4,059 2,107 11 – 15 Years Customer lists and relationships 31,169 5,068 13 – 22 Years Other 1,154 235 3 – 5 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 – 22 Years Other 1,439 1,076 3 Years |
Summary Of Amortization Expense | 2018 2017 2016 Amortization expense $ 10,792 $ 5,085 $ 4,426 |
Scheduled Amortization Of Intangible Assets For Next Five Years | 2019 2020 2021 2022 2023 Total Amortization expense $ 10,394 $ 10,228 $ 10,203 $ 9,657 $ 9,244 $ 49,726 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes [Abstract] | |
Schedule Of Income Before Income Taxes | 2018 2017 2016 Domestic $ 4,560 $ 5,086 $ 17,874 Foreign (10,951) (1,525) 538 (Loss) income before income taxes $ (6,391) $ 3,561 $ 18,412 |
Schedule Of Income Tax Expense | 2018 2017 2016 Current: Federal $ 402 $ 521 $ 3,948 State 246 110 626 Foreign 2,009 460 353 2,657 1,091 4,927 Deferred: Federal (2,188) (714) 2,836 State (154) 70 (9) Foreign (3,866) (590) (120) (6,208) (1,234) 2,707 Income tax (benefit) expense $ (3,551) $ (143) $ 7,634 |
Schedule Of Effective Income Tax Rate Reconciliation | 2018 2017 2016 Tax (benefit) expense at statutory rate $ (1,340) $ 1,211 $ 6,444 Increase (reduction) in income taxes resulting from: Valuation allowance change 719 54 (84) Nondeductible entertainment expenses 206 258 221 Nondeductible executive compensation 320 145 -- Equity compensation (2,081) (2,664) 135 Research and development credit (557) (525) (296) Unrealized income on investments (337) (163) (111) Foreign income taxes (250) 364 130 Impact of Tax Cuts and Jobs Act (238) (255) -- Net change in uncertain tax positions (154) (67) (153) State income taxes, net of federal benefit (8) 212 531 Nondeductible transaction costs -- 1,676 908 Nondeductible loss on unit disposals -- -- 455 Federal tax rate differential -- (100) -- Foreign tax credit -- (133) (178) Domestic production activities deduction -- (174) (456) Other 169 18 88 Total income tax (benefit) expense $ (3,551) $ (143) $ 7,634 |
Schedule Of Deferred Tax Assets And Liabilities | 2018 2017 Deferred tax assets: Loss carryforwards $ 8,266 $ 8,369 Excess interest carryforward 4,786 -- Accrued expenses 2,723 4,719 Stock compensation 2,138 2,213 Capital Leases 1,824 -- Intangible assets 1,316 1,306 Credit carryforwards 939 771 Deferred compensation 778 1,010 UNICAP 404 390 Inventory and deferred preservation costs write-downs 289 570 Tax benefit of tax reserves 217 229 Other 310 539 Less valuation allowance (3,372) (2,469) Total deferred tax assets 20,618 17,647 2018 2017 Deferred tax liabilities: Intangible assets (39,730) (43,647) Debt costs (2,331) -- Property (1,060) (1,632) Prepaid items (477) (285) Other (176) (904) Total deferred tax liabilities (43,774) (46,468) Total net deferred tax liabilities $ (23,156) $ (28,821) |
Schedule Of Uncertain Tax Position Liability And Liability For Interest And Penalties On Uncertain Tax Positions | 2018 2017 2016 Beginning balance $ 4,328 $ 3,390 $ 969 Increases related to current year tax positions 368 143 86 Increases related to prior year tax positions 249 1,155 2,668 Decreases related to prior year tax positions -- (106) (40) Decreases related to settlements (605) -- (66) Decreases due to the lapsing of statutes of limitations (467) (254) (227) Increases (decreases) for foreign exchange differences 16 -- -- Ending balance $ 3,889 $ 4,328 $ 3,390 A reconciliation of the beginning and ending balances of our liability for interest and penalties on uncertain tax positions is as follows (in thousands): 2018 2017 2016 Beginning balance $ 315 $ 208 $ 210 Accrual of interest and penalties 161 169 92 Decreases related to prior year tax positions (74) (62) (94) Ending balance $ 402 $ 315 $ 208 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt [Abstract] | |
Schedule Of Short-Term And Long-Term Balances Of Term Loan | As of December 31, 2018 2017 Term loan balance $ 222,750 $ 225,000 2.45% Sparkasse Zollernalb (KFW Loan 1) 1,318 1,657 1.4% Sparkasse Zollernalb (KFW Loan 2) 1,885 2,312 Total loan Balance 225,953 228,969 Less unamortized loan origination costs (9,072) (10,015) Total borrowed 216,881 218,954 Less short-term loan balance (1,160) (718) Long-term loan balance $ 215,721 $ 218,236 |
Schedule Of Debt Maturities | 2019 2020 2021 2022 2023 Thereafter Total Maturities $ 2,726 $ 2,791 $ 2,791 $ 2,791 $ 2,791 $ 212,063 $ 225,953 |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies [Abstract] | |
Schedule Of Future Minimum Lease Payments for Capital Leases and Operating Leases | Capital Operating Sublease Leases Leases Income 2019 $ 857 $ 6,122 $ 1,181 2020 688 5,555 1,203 2021 641 4,758 1,226 2022 586 2,461 569 2023 586 1,456 -- Thereafter 4,099 6,389 -- Total minimum lease payments $ 7,457 $ 26,741 $ 4,179 Less amount representing interest 792 Present value of net minimum lease payments 6,665 Less current maturities 731 Capital lease obligations, less current maturities $ 5,934 |
Schedule Of Assets Acquired Under Capital Leases | Gross Carrying Accumulated Net Book Value Amortization Value Equipment $ 1,066 $ 375 $ 691 Leasehold improvements 6,608 507 6,101 Total $ 7,674 $ 882 $ 6,792 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue Recognition [Abstract] | |
Disaggregation Of Revenue | 2018 2017 2016 Domestic hospitals $ 138,432 $ 128,240 $ 123,885 International hospitals 81,203 23,791 16,616 International distributors 36,989 30,805 32,037 CardioGenesis cardiac laser therapy 6,217 6,866 7,842 Total sources of revenue $ 262,841 $ 189,702 $ 180,380 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stock Compensation [Abstract] | |
Schedule Of Shares Available For Grant | Authorized Available for Grant Plan Shares 2018 2017 1996 Discounted Employee Stock Purchase Plan, as amended 1,900,000 295,000 377,000 2009 Equity and Cash Incentive Plan 7,100,000 958,000 1,422,000 Total 9,000,000 1,253,000 1,799,000 |
Schedule Of Stock Grant Activity For RSAs | Weighted Average Grant Date RSAs Shares Fair Value 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 Granted 128,000 23.83 Vested (136,000) 12.96 Forfeited (49,000) 12.07 Unvested at December 31, 2018 326,000 17.19 |
Schedule Of Stock Grant Activity For PSAs | Weighted Average Grant Date PSAs Shares Fair Value 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 -- -- Granted -- -- Vested -- -- Forfeited -- -- Unvested at December 31, 2018 - -- |
Schedule Of Stock Grant Activity For RSUs | Weighted Average Remaining Aggregate Contractual Intrinsic RSUs Shares Term in years Value 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 Granted 115,000 Vested (99,000) Forfeited (51,000) Unvested at December 31, 2018 251,000 1.05 7,123,000 Vested and expected to vest 251,000 1.05 $ 7,123,000 |
Schedule Of Stock Grant Activity For PSUs | Weighted Average Remaining Aggregate Contractual Intrinsic PSUs Shares Term in years Value 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 Granted 104,000 Vested (109,000) Forfeited (17,000) Unvested at December 31, 2018 147,000 0.72 4,179,000 Vested and expected to vest 147,000 0.72 $ 4,179,000 |
Summary Of Stock Option Activity | Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Shares Exercise Price Term in years Value Outstanding at December 31, 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 Granted 219,000 21.55 Exercised (578,000) 7.59 Forfeited (49,000) 14.10 Expired -- -- Outstanding at December 31, 2018 1,333,000 13.04 3.93 20,439,000 Vested and expected to vest 1,333,000 $ 13.04 3.93 $ 20,439,000 Exercisable at December 31, 2018 872,000 $ 10.74 3.15 $ 15,381,000 |
Summary Of Other Information Concerning Stock Options | 2018 2017 2016 Weighted-average fair value of options granted $ 8.38 $ 5.97 $ 3.68 Intrinsic value of options exercised 9,961,000 4,748,000 2,422,000 |
Schedule Of Weighted-Average Assumptions Used To Determine The Fair Value Of Options | 2018 2017 2016 Stock ESPP Stock ESPP Stock ESPP Options Options Options Options Options Options Expected life of options 5.00 Years 0.50 Years 4.75 Years 0.50 Years 4.75 Years 0.50 Years Expected stock price volatility 0.40 0.34 0.40 0.39 0.40 0.30 Risk-free interest rate 2.64% 1.73% 1.87% 0.85% 1.20% 0.43% |
Summary Of Total Stock Compensation Expenses | 2018 2017 2016 RSA, PSA, RSU, and PSU expense $ 5,076 $ 5,335 $ 4,966 Stock option and ESPP option expense 1,732 1,978 1,636 Total stock compensation expense $ 6,808 $ 7,313 $ 6,602 |
(Loss) Income Per Common Share
(Loss) Income Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
(Loss) Income Per Common Share [Abstract] | |
Computation Of Basic And Diluted (Loss) Income Per Common Share | Basic (loss) income per common share 2018 2017 2016 Net (loss) income $ (2,840) $ 3,704 $ 10,778 Net loss (income) allocated to participating securities 27 (63) (208) Net (loss) income allocated to common shareholders $ (2,813) $ 3,641 $ 10,570 Basic weighted-average common shares outstanding 36,412 33,008 31,855 Basic (loss) income per common share $ (0.08) $ 0.11 $ 0.33 Diluted (loss) income per common share 2018 2017 2016 Net (loss) income $ (2,840) $ 3,704 $ 10,778 Net loss (income) allocated to participating securities 27 (61) (202) Net (loss) income allocated to common shareholders $ (2,813) $ 3,643 $ 10,576 Basic weighted-average common shares outstanding 36,412 33,008 31,855 Effect of dilutive options and awards a - 1,155 967 Diluted weighted-average common shares outstanding 36,412 34,163 32,822 Diluted (loss) income per common share $ (0.08) $ 0.11 $ 0.32 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 (loss) income per common share. For the year ended December 31, 2018 all stock options and awards were excluded from the calculation of weighted-average common shares outstanding as these would be antidilutive to the net loss. For the years ended December 31, 2017 and 2016 stock options to purchase 227,000 and 1,000 shares, respectively, were excluded from the calculation of diluted weighted-average common shares outstanding. |
Segment And Geographic Informat
Segment And Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment And Geographic Information [Abstract] | |
Revenues, Cost Of Products And Services, And Gross Margins For Operating Segments | 2018 2017 2016 Revenues: Medical devices $ 187,394 $ 119,631 $ 113,992 Preservation services 75,447 70,071 66,388 Total revenues 262,841 189,702 180,380 Cost of products and preservation services: Medical devices 53,772 29,798 28,033 Preservation services 36,085 31,262 33,448 Total cost of products and preservation services 89,857 61,060 61,481 Gross margin: Medical devices 133,622 89,833 85,959 Preservation services 39,362 38,809 32,940 Total gross margin $ 172,984 $ 128,642 $ 118,899 |
Summary Of Net Revenues By Product And Service | 2018 2017 2016 Products: BioGlue and BioFoam $ 66,660 $ 65,939 $ 63,461 JOTEC 63,341 4,136 -- On-X 44,832 37,041 34,232 CardioGenesis cardiac laser therapy 6,217 6,866 7,864 PerClot 3,767 3,533 4,021 PhotoFix 2,577 2,116 1,871 HeRO Graft -- -- 2,325 ProCol -- -- 218 Total products 187,394 119,631 113,992 Preservation services: Cardiac tissue 35,683 32,510 29,697 Vascular tissue 39,764 37,561 36,691 Total preservation services 75,447 70,071 66,388 Total revenues $ 262,841 $ 189,702 $ 180,380 |
Schedule Of Net Revenues By Geographic Location | 2018 2017 2016 U.S. $ 144,651 $ 135,102 $ 131,727 International 118,190 54,600 48,653 Total revenues $ 262,841 $ 189,702 $ 180,380 |
Selected Quarterly Financial _2
Selected Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Selected Quarterly Financial Information [Abstract] | |
Schedule Of Quarterly Financial Information | First Second Third Fourth Quarter Quarter Quarter Quarter REVENUE: 2018 $ 61,948 $ 68,496 $ 64,598 $ 67,799 2017 45,059 $ 47,818 $ 43,999 52,826 * 2016 43,016 ** 47,083 45,252 45,029 GROSS MARGIN: 2018 $ 39,228 $ 45,851 $ 42,714 $ 45,191 2017 29,512 $ 32,905 $ 29,862 36,363 * 2016 27,621 ** 30,301 29,782 31,195 NET (LOSS) INCOME: 2018 $ (3,855) $ 226 $ 1,565 $ (776) 2017 2,223 $ 3,163 $ 1,325 (3,007) * 2016 2,541 ** 2,347 2,993 2,897 (LOSS) INCOME PER COMMON SHARE—DILUTED: 2018 $ (0.11) $ 0.01 $ 0.04 $ (0.02) 2017 0.06 $ 0.09 $ 0.04 0.09 * 2016 0.08 ** 0.07 0.09 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 Accoun_4
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Foreign currency translation gain (loss) | $ (2,600,000) | $ 257,000 | $ (170,000) |
Advertising expense | $ 732,000 | $ 606,000 | $ 384,000 |
Quarterly cash dividend | $ 0 | $ 0 | $ 0 |
Allowance for doubtful accounts | $ 533,000 | $ 697,000 | |
Write-down to inventory | 212,000 | 1,200,000 | $ 467,000 |
Write-downs to deferred preservation costs | $ 437,000 | 922,000 | $ 897,000 |
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 | ||
ASU 606 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cumulative-effect adjustment | $ 215,000 | ||
Retained Earnings [Member] | ASU 2016-09 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cumulative-effect adjustment | (238,000) | (238,000) | |
Retained Earnings [Member] | ASU 606 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cumulative-effect adjustment | 215,000 | ||
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 | $ 379,000 | |
Additional Paid In Capital [Member] | ASU 606 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cumulative-effect adjustment | |||
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 Accoun_5
Summary Of Significant Accounting Policies (Schedule Of Supplemental Disclosures Of Cash Flow Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Interest | $ 15,005 | $ 2,561 | $ 2,446 |
Income taxes | $ 1,699 | 3,358 | 2,501 |
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 Accoun_6
Summary Of Significant Accounting Policies (Schedule Of Depreciation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |||
Depreciation expense | $ 7,303 | $ 4,648 | $ 3,958 |
Financial Instruments (Summary
Financial Instruments (Summary Of Financial Instruments Measured At Fair Value) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | $ 2,192 | $ 1,148 |
Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 1,445 | 372 |
Restricted securities | 747 | 776 |
Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 2,192 | 1,148 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 1,445 | 372 |
Restricted securities | 747 | 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 Restrict_3
Cash Equivalents And Restricted Cash And Securities (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | $ 747,000 | $ 776,000 | |
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 | 747,000 | 776,000 | |
Maturity Date Within Three Months [Member] | Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | 512,000 | 537,000 | |
Maturity Date Between Three Months And One Year [Member] | Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | $ 235,000 | $ 239,000 | |
Minimum [Member] | Maturity Date Between Three Months And One Year [Member] | Money Market Funds [Member] | Measurement Input, Expected Term [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] | Measurement Input, Expected Term [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] | Measurement Input, Expected Term [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities maturity period | 1 year | 1 year |
Cash Equivalents And Restrict_4
Cash Equivalents And Restricted Cash And Securities (Summary Of Cash Equivalents And Restricted Securities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash and Cash Equivalents [Line Items] | ||||
Cash Equivalents, Cost Basis | $ 42,236 | $ 40,753 | $ 57,341 | $ 43,418 |
Restricted Securities, Cost Basis | 747 | 776 | ||
Cash [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cost Basis | 776 | |||
Unrealized Holding Gains | ||||
Restricted Securities, Estimated Market Value | 776 | |||
Money Market Funds [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash Equivalents, Cost Basis | 1,445 | 372 | ||
Restricted Securities, Cost Basis | 747 | |||
Unrealized Holding Gains | ||||
Cash Equivalents, Estimated Market Value | 1,445 | $ 372 | ||
Restricted Securities, Estimated Market Value | $ 747 |
Acquisition Of JOTEC (Narrative
Acquisition Of JOTEC (Narrative) (Details) - USD ($) $ in Thousands | Dec. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||
Term loan balance | $ 228,969 | $ 225,953 | $ 228,969 | ||
Cash consideration | 409 | $ 1,226 | |||
Goodwill from JOTEC acquisition | $ 5,100 | 110,100 | |||
JOTEC [Member] | |||||
Business Acquisition [Line Items] | |||||
Agreement date | Dec. 1, 2017 | ||||
Acquisition price | $ 225,000 | ||||
Total consideration | $ 222,157 | ||||
Cash consideration | 169,100 | ||||
Escrow deposit, part of payments to acquire business | $ 22,500 | ||||
Transaction and integration costs | $ 7,400 | 7,700 | |||
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 | ||||
Term Loan [Member] | JOTEC [Member] | |||||
Business Acquisition [Line Items] | |||||
Term loan balance | 225,000 | ||||
Senior Secured Credit Facility [Member] | |||||
Business Acquisition [Line Items] | |||||
Credit facility aggregate commitments | 255,000 | ||||
Senior Secured Credit Facility [Member] | JOTEC [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 | ||||
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 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 188,781 | $ 188,305 | $ 78,294 |
JOTEC [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 4,130 | ||
Receivables | 13,392 | ||
Inventories | 16,939 | ||
Intangible assets | 111,711 | ||
Property and equipment | 13,051 | ||
Goodwill | 114,355 | ||
Other assets | 4,777 | ||
Debt acquired | (3,808) | ||
Liabilities assumed | (52,390) | ||
Total purchase consideration | $ 222,157 |
Acquisition Of JOTEC (Pro Forma
Acquisition Of JOTEC (Pro Forma Information) (Details) - JOTEC [Member] - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | |||
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) |
Acquisition Of On-X Life Tech_3
Acquisition Of On-X Life Technologies (Narrative) (Details) - USD ($) | Jan. 20, 2016 | Dec. 22, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||
Cash consideration | $ 409,000 | $ 1,226,000 | |||
On-X Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Agreement date | Dec. 22, 2015 | ||||
Acquisition price | $ 128,200,000 | ||||
Close date | Jan. 20, 2016 | ||||
Total purchase price | $ 128,217,000 | ||||
Cash consideration | $ 93,600,000 | ||||
Common shares issued | 3,703,699 | ||||
Common stock consideration | $ 34,600,000 | ||||
Transaction and integration costs | $ 383,000 | $ 7,400,000 | |||
Escrow deposit, part of payments to acquire business | $ 10,000,000 | ||||
Pro forma tax rate | 38.00% | 38.00% | 38.00% | ||
Plan [Member] | On-X Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition price | $ 130,000,000 |
Acquisition Of On-X Life Tech_4
Acquisition Of On-X Life Technologies (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 188,781 | $ 188,305 | $ 78,294 |
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 Tech_5
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | |||
Total revenues | $ 182,007 | ||
Net income (loss) | $ 17,692 | ||
Pro forma income (loss) per common share - basic | $ 0.54 | ||
Pro forma income (loss) per common share - diluted | $ 0.53 | ||
Pro forma tax rate | 38.00% | 38.00% | 38.00% |
Sale Of Business Components (Na
Sale Of Business Components (Narrative) (Details) - USD ($) | Mar. 18, 2016 | Feb. 03, 2016 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
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] | Domestic [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Concentration percentage | 57.00% | 60.00% | |||||
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) | ||||||
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% |
PhotoFix Distribution Agreeme_2
PhotoFix Distribution Agreement And Acquisition (Narrative) (Details) | Apr. 13, 2016USD ($) | Dec. 31, 2018contract | Dec. 31, 2017USD ($) | 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. 1, 2016 | |||
Total purchase price | $ 2,300,000 | |||
Cash consideration | 1,200,000 | |||
Advance consideration | 600,000 | |||
Payment after successful transfer | $ 400,000 |
Inventories And Deferred Pres_3
Inventories And Deferred Preservation Costs (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Consignment inventory | $ 11.2 | $ 9.3 |
Domestic [Member] | ||
Inventory [Line Items] | ||
Consignment inventory percentage | 55.00% | 58.00% |
Foreign [Member] | ||
Inventory [Line Items] | ||
Consignment inventory percentage | 45.00% | 42.00% |
Inventories And Deferred Pres_4
Inventories And Deferred Preservation Costs (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventories And Deferred Preservation Costs [Abstract] | ||
Raw materials and supplies | $ 17,381 | $ 16,328 |
Work-in-process | 3,858 | 5,504 |
Finished goods | 24,239 | 24,852 |
Total inventories | $ 45,478 | $ 46,684 |
Inventories And Deferred Pres_5
Inventories And Deferred Preservation Costs (Schedule Of Deferred Preservation Costs) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Total deferred preservation costs | $ 33,174 | $ 35,671 |
Cardiac Tissues [Member] | ||
Total deferred preservation costs | 15,972 | 16,988 |
Vascular Tissues [Member] | ||
Total deferred preservation costs | $ 17,202 | $ 18,683 |
Goodwill And Other Intangible_3
Goodwill And Other Intangible Assets (Schedule Of Carrying Values Of Indefinite Lived Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill | $ 188,781 | $ 188,305 | $ 78,294 |
In Process R&D [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Total indefinite lived intangible assets | 9,382 | 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 | $ 844 | $ 841 |
Goodwill And Other Intangible_4
Goodwill And Other Intangible Assets (Schedule Of Goodwill By Reportable Segment) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | ||
Beginning balance | $ 188,305 | $ 78,294 |
Goodwill from JOTEC acquisition | 5,100 | 110,100 |
Revaluation of goodwill denominated in foreign currency | (4,624) | (89) |
Ending balance | 188,781 | $ 188,305 |
JOTEC [Member] | ||
Goodwill [Line Items] | ||
Ending balance | $ 114,355 |
Goodwill And Other Intangible_5
Goodwill And Other Intangible Assets (Schedule Of Gross Carrying Values, Accumulated Amortization, And Approximate Amortization Period Of Definite Lived Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ 10,572 | $ 9,459 |
Acquired Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 134,999 | 139,045 |
Accumulated amortization | 16,815 | 8,685 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 3,656 | 3,612 |
Accumulated amortization | 2,970 | 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 | 2,107 | 1,820 |
Customer Lists And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 31,169 | 32,419 |
Accumulated amortization | 5,068 | 3,552 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,154 | 1,439 |
Accumulated amortization | $ 235 | $ 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 |
Minimum [Member] | Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 3 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 | 22 years | 22 years |
Maximum [Member] | Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years | 3 years |
Goodwill And Other Intangible_6
Goodwill And Other Intangible Assets (Summary Of Amortization Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill And Other Intangible Assets [Abstract] | |||
Amortization expense | $ 10,792 | $ 5,085 | $ 4,426 |
Goodwill And Other Intangible_7
Goodwill And Other Intangible Assets (Scheduled Amortization Of Intangible Assets For Next Five Years) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Goodwill And Other Intangible Assets [Abstract] | |
2,019 | $ 10,394 |
2,020 | 10,228 |
2,021 | 10,203 |
2,022 | 9,657 |
2,023 | 9,244 |
Total | $ 49,726 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective income tax rate | 56.00% | 4.00% | 41.00% |
FDII deduction | $ 1,100,000 | ||
Interest deductibility threshold | 30.00% | ||
Interest deduction limit | $ 4,900,000 | ||
Excess interest not deducted | 21,100,000 | ||
Other | 169,000 | $ 18,000 | $ 88,000 |
Reversal in uncertain tax positions | (154,000) | (67,000) | (153,000) |
Unrecognized tax benefits, reduction resulting from lapse of applicable statute of limitations | $ 467,000 | $ 254,000 | $ 227,000 |
Federal statutory income tax rate | 21.00% | 34.00% | 35.00% |
Valuation allowances against deferred tax assets | $ 3,372,000 | $ 2,469,000 | |
Net deferred tax liability | 23,156,000 | 28,821,000 | |
Federal net operating loss carryforwards related to the acquisitions of Cardiogenesis and Hemosphere | 3,100,000 | ||
State net operating loss carryforwards | 3,000,000 | ||
Foreign net operating loss carryforwards | 2,300,000 | ||
Research and development tax credit carryforwards | 648,000 | ||
Total uncertain tax liability including interest and penalties | 4,300,000 | 4,600,000 | |
Uncertain tax liability recorded as reduction to deferred tax assets | 286,000 | 146,000 | |
Uncertain tax liability recorded to non-current liability | 4,000,000 | $ 4,500,000 | |
Approximate amount of uncertain tax liability to be recognized in 2018 | 1,200,000 | ||
Expires Tax Year 2025 [Member] | |||
Foreign net operating loss carryforwards | $ 832,000 | ||
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 | ||
Foreign Authority [Member] | |||
Operating loss carryforwards expiration date | Dec. 31, 2025 | ||
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Abstract] | |||
Domestic | $ 4,560 | $ 5,086 | $ 17,874 |
Foreign | (10,951) | (1,525) | 538 |
(Loss) income before income taxes | $ (6,391) | $ 3,561 | $ 18,412 |
Income Taxes (Schedule Of Inc_2
Income Taxes (Schedule Of Income Tax Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Abstract] | |||
Current: Federal | $ 402 | $ 521 | $ 3,948 |
Current: State | 246 | 110 | 626 |
Current: Foreign | 2,009 | 460 | 353 |
Current: Income tax expense | 2,657 | 1,091 | 4,927 |
Deferred: Federal | (2,188) | (714) | 2,836 |
Deferred: State | (154) | 70 | (9) |
Deferred: Foreign | (3,866) | (590) | (120) |
Deferred: Income tax expense | (6,208) | (1,234) | 2,707 |
Income tax (benefit) expense | $ (3,551) | $ (143) | $ 7,634 |
Income Taxes (Schedule Of Effec
Income Taxes (Schedule Of Effective Income Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Abstract] | |||
Tax expense at statutory rate | $ (1,340) | $ 1,211 | $ 6,444 |
Valuation allowance change | 719 | 54 | (84) |
Nondeductible entertainment expenses | 206 | 258 | 221 |
Nondeductible executive compensation | 320 | 145 | |
Equity compensation | (2,081) | (2,664) | 135 |
Research and development credit | (557) | (525) | (296) |
Unrealized income on investments | (337) | (163) | (111) |
Foreign income taxes | (250) | 364 | 130 |
Impact of Tax Cuts and Job Act | (238) | (255) | |
Net change in uncertain tax positions | (154) | (67) | (153) |
State income taxes, net of federal benefit | (8) | 212 | 531 |
Nondeductible transaction costs | 1,676 | 908 | |
Nondeductible loss on unit disposals | 455 | ||
Federal tax rate differential | (100) | ||
Foreign tax credit | (133) | (178) | |
Domestic production activities deduction | (174) | (456) | |
Other | 169 | 18 | 88 |
Income tax (benefit) expense | $ (3,551) | $ (143) | $ 7,634 |
Income Taxes (Schedule Of Defer
Income Taxes (Schedule Of Deferred Tax Assets And Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Taxes [Abstract] | ||
Loss carryforwards | $ 8,266 | $ 8,369 |
Excess interest carryforward | 4,786 | |
Accrued expenses | 2,723 | 4,719 |
Stock compensation | 2,138 | 2,213 |
Capital Leases | 1,824 | |
Intangible assets | 1,316 | 1,306 |
Credit carryforwards | 939 | 771 |
Deferred compensation | 778 | 1,010 |
UNICAP | 404 | 390 |
Inventory and deferred preservation costs write-downs | 289 | 570 |
Tax benefit of tax reserves | 217 | 229 |
Other | 310 | 539 |
Less valuation allowance | (3,372) | (2,469) |
Total deferred tax assets | 20,618 | 17,647 |
Intangible assets | (39,730) | (43,647) |
Debt costs | (2,331) | |
Property | (1,060) | (1,632) |
Prepaid items | (477) | (285) |
Other | (176) | (904) |
Total deferred tax liabilities | (43,774) | (46,468) |
Total net deferred tax liabilities | $ (23,156) | $ (28,821) |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Abstract] | |||
Beginning balance | $ 4,328 | $ 3,390 | $ 969 |
Increases related to current year tax positions | 368 | 143 | 86 |
Increases related to prior year tax positions | 249 | 1,155 | 2,668 |
Decreases related to prior year tax positions | (106) | (40) | |
Decreases related to settlements | (605) | (66) | |
Decreases due to the lapsing of statutes of limitations | (467) | (254) | (227) |
Increases (decreases) for foreign exchange differences | 16 | ||
Ending balance | 3,889 | 4,328 | 3,390 |
Beginning Balance | 315 | 208 | 210 |
Accrual of interest and penalties | 161 | 169 | 92 |
Decreases related to prior year tax positions | (74) | (62) | (94) |
Ending Balance | $ 402 | $ 315 | $ 208 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ in Thousands | Nov. 30, 2017 | Jun. 30, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 01, 2017 | Jan. 20, 2016 |
Line of Credit Facility [Line Items] | |||||||
Term loan balance | $ 225,953 | $ 228,969 | |||||
Credit facility default interest rate | 2.00% | ||||||
Credit facility aggregate interest rate | 6.05% | ||||||
Credit facility commitment fee percentage | 0.50% | ||||||
Interest expense | $ 15,800 | 4,900 | $ 3,000 | ||||
Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Term loan balance | 222,750 | 225,000 | |||||
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 | 1,318 | 1,657 | |||||
Interest rate on amounts borrowed | 2.45% | ||||||
1.4% Sparkasse Zollernalb (KFW Loan 2) [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Term loan balance | $ 1,885 | $ 2,312 | |||||
Interest rate on amounts borrowed | 1.40% | ||||||
On-X Agreement [Member] | Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility outstanding balance | $ 68,700 | ||||||
Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility aggregate commitments | $ 30,000 | ||||||
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 | ||||||
Revolving Credit Facility [Member] | JOTEC [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility aggregate commitments | 30,000 | ||||||
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] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility aggregate commitments | 255,000 | ||||||
Senior Secured Credit Facility [Member] | On-X Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility aggregate commitments | 95,000 | ||||||
Senior Secured Credit Facility [Member] | JOTEC [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility aggregate commitments | 255,000 | ||||||
Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Term loan balance | 225,000 | ||||||
Term Loan [Member] | On-X Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Term loan balance | 75,000 | ||||||
Credit facility commitment fee percentage | 0.50% | ||||||
Interest rate on amounts borrowed | 3.99% | ||||||
Term Loan [Member] | JOTEC [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Term loan balance | $ 225,000 | ||||||
Credit facility maturity date | Dec. 1, 2024 | ||||||
Term Loan [Member] | JOTEC [Member] | Base Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility margin | 2.25% | 3.00% | |||||
Term Loan [Member] | JOTEC [Member] | LIBOR [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility margin | 3.25% | 4.00% | |||||
Letter Of Credit Sub-Facility [Member] | On-X Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility aggregate commitments | 4,000 | ||||||
Bridge Loan Swing-line Sub-facility [Member] | On-X Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility aggregate commitments | $ 3,000 |
Debt (Schedule Of Short-Term An
Debt (Schedule Of Short-Term And Long-Term Balances Of Term Loan) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 01, 2017 |
Debt Instrument [Line Items] | |||
Term loan balance | $ 225,953 | $ 228,969 | |
Less unamortized loan origination costs | (9,072) | (10,015) | |
Net borrowings | 216,881 | 218,954 | |
Less short-term loan balance | (1,160) | (718) | |
Long-term loan balance | 215,721 | 218,236 | |
2.45% Sparkasse Zollernalb (KFW Loan 1) [Member] | |||
Debt Instrument [Line Items] | |||
Term loan balance | 1,318 | 1,657 | |
1.4% Sparkasse Zollernalb (KFW Loan 2) [Member] | |||
Debt Instrument [Line Items] | |||
Term loan balance | $ 1,885 | $ 2,312 | |
Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Term loan balance | $ 225,000 |
Debt (Schedule Of Debt Maturiti
Debt (Schedule Of Debt Maturities) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt [Abstract] | ||
2,019 | $ 2,726 | |
2,020 | 2,791 | |
2,021 | 2,791 | |
2,022 | 2,791 | |
2,023 | 2,791 | |
Thereafter | 212,063 | |
Total | $ 225,953 | $ 228,969 |
Commitments And Contingencies_2
Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Thousands | Sep. 28, 2010 | Jan. 31, 2015 | Sep. 30, 2014 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Other Commitments [Line Items] | ||||||
Deferred rent obligations | $ 2,457 | $ 2,895 | ||||
Lease expiration | Dec. 31, 2022 | |||||
Total rental expense for operating leases | $ 6,400 | 4,900 | $ 4,300 | |||
Sublease income | 855 | 564 | ||||
Unreported loss liability | 1,700 | 1,800 | ||||
Recoverable insurance amounts | 693 | 692 | ||||
Property and equipment, net | 31,028 | $ 33,579 | ||||
PerClot [Member] | ||||||
Other Commitments [Line Items] | ||||||
Prepaid royalties | 1,500 | |||||
Net intangible assets | 2,300 | |||||
Property and equipment, net | $ 1,300 | |||||
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 | 219,000 | 260,000 | 387,000 | |||
CEO [Member] | ||||||
Other Commitments [Line Items] | ||||||
Term of employment agreement | 3 years | |||||
Maximum [Member] | ||||||
Other Commitments [Line Items] | ||||||
Estimated loss | $ 3,500 | |||||
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 Contingencies_3
Commitments And Contingencies (Schedule Of Future Minimum Lease Payments for Capital Leases and Operating Leases) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments And Contingencies [Abstract] | |
2019, Capital Leases | $ 857 |
2020, Capital Leases | 688 |
2021, Capital Leases | 641 |
2022, Capital Leases | 586 |
2023, Capital Leases | 586 |
Thereafter, Capital Leases | 4,099 |
Total minimum capital lease payments | 7,457 |
Less amount representing interest | 792 |
Present value of net minimum lease payments | 6,665 |
Less current maturities | 731 |
Capital lease obligations, less current maturities | 5,934 |
2019, Operating Leases | 6,122 |
2020, Operating Leases | 5,555 |
2021, Operating Leases | 4,758 |
2022, Operating Leases | 2,461 |
2023, Operating Leases | 1,456 |
Thereafter, Operating Leases | 6,389 |
Total minimum operating lease payments | 26,741 |
2019, Sublease Income | 1,181 |
2020, Sublease Income | 1,203 |
2021, Sublease Income | 1,226 |
2022, Sublease Income | 569 |
Total minimum sublease income | $ 4,179 |
Commitments And Contingencies_4
Commitments And Contingencies (Schedule Of Assets Acquired Under Capital Leases) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Capital Leased Assets [Line Items] | |
Gross Carrying Value | $ 7,674 |
Accumulated Amortization | 882 |
NBV | 6,792 |
Equipment [Member] | |
Capital Leased Assets [Line Items] | |
Gross Carrying Value | 1,066 |
Accumulated Amortization | 375 |
NBV | 691 |
Leasehold Improvements [Member] | |
Capital Leased Assets [Line Items] | |
Gross Carrying Value | 6,608 |
Accumulated Amortization | 507 |
NBV | $ 6,101 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) - USD ($) | Dec. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
ASU 2016-09 [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Cumulative-effect adjustment | $ 141,000 | ||
ASU 606 [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Cumulative-effect adjustment | $ 215,000 | ||
Retained Earnings [Member] | ASU 2016-09 [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Cumulative-effect adjustment | (238,000) | (238,000) | |
Retained Earnings [Member] | ASU 606 [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Cumulative-effect adjustment | 215,000 | ||
Additional Paid In Capital [Member] | ASU 2016-09 [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Cumulative-effect adjustment | 379,000 | $ 379,000 | |
Additional Paid In Capital [Member] | ASU 606 [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Cumulative-effect adjustment | |||
Deferred Tax Assets [Member] | ASU 2016-09 [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Cumulative-effect adjustment | $ 141,000 | ||
Common Stock [Member] | JOTEC [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Common shares issued | 2,682,754 | ||
Common stock consideration | $ 53,100,000 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - 401(K) [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
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 | $ 1,400,000 | $ 750,000 |
Discretionary contributions | $ 0 | $ 0 | $ 0 |
Revenue Recognition (Disaggrega
Revenue Recognition (Disaggregation Of Revenue) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||
Total sources of revenue | $ 262,841 | $ 189,702 | $ 180,380 |
Domestic Hospitals [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sources of revenue | 138,432 | 128,240 | 123,885 |
International Hospitals [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sources of revenue | 81,203 | 23,791 | 16,616 |
International Distributors [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sources of revenue | 36,989 | 30,805 | 32,037 |
CardioGenesis Cardiac Laser Therapy [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sources of revenue | $ 6,217 | $ 6,866 | $ 7,842 |
Stock Compensation (Narrative)
Stock Compensation (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
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 | 92.00% | ||
Total fair value | $ 7,300,000 | $ 11,100,000 | $ 2,900,000 |
Employees purchased common stock, shares | 83,000 | 93,000 | 90,000 |
Capitalized stock compensation expense | $ 484,000 | $ 394,000 | $ 274,000 |
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 | 426,000 | 490,000 | |
Aggregate grant date market value | $ 7,100,000 | $ 5,500,000 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants of stock options | 219,000 | 260,000 | 387,000 |
Unrecognized compensation costs | $ 1,900,000 | ||
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year 4 months 24 days | ||
RSAs, RSUs, PSUs, And PSAs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized awards from approved stock incentive plans | 328,000 | ||
Aggregate grant date market value | $ 7,500,000 | ||
Unrecognized compensation costs | $ 6,500,000 | ||
Restricted Stock Awards (RSAs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized awards from approved stock incentive plans | 128,000 | 138,000 | 216,000 |
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized awards from approved stock incentive plans | 115,000 | 196,000 | 146,000 |
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year 7 months 6 days | ||
Performance Stock Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized awards from approved stock incentive plans | 104,000 | 126,000 | 144,000 |
Percentage of target number of shares of common stock granted as Performance Stock Units | 80.00% | 142.00% | |
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, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized Shares | 9,000,000 | |
Available for Grant | 1,253,000 | 1,799,000 |
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 | 295,000 | 377,000 |
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 | 958,000 | 1,422,000 |
Stock Compensation (Schedule _2
Stock Compensation (Schedule Of Weighted-Average Assumptions Used To Determine The Fair Value Of Options) (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life of options | 5 years | 4 years 9 months | 4 years 9 months |
Expected stock price volatility | 0.40% | 0.40% | 0.40% |
Dividends | 2.64% | 1.87% | 1.20% |
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 | 0.34% | 0.39% | 0.30% |
Dividends | 1.73% | 0.85% | 0.43% |
Stock Compensation (Schedule _3
Stock Compensation (Schedule Of Stock Grant Activity For RSAs) (Details) - Restricted Stock Awards (RSAs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested, Beginning Balance, Shares | 383,000 | 392,000 | 314,000 |
Granted, Shares | 128,000 | 138,000 | 216,000 |
Vested, Shares | (136,000) | (129,000) | (138,000) |
Forfeited, Shares | (49,000) | (18,000) | |
Unvested, Ending Balance, Shares | 326,000 | 383,000 | 392,000 |
Unvested, Beginning Balance, Weighted Average Grant Date Fair Value | $ 12.81 | $ 10.64 | $ 9.31 |
Granted, Weighted Average Grant Date Fair Value | 23.83 | 17 | 10.84 |
Vested, Weighted Average Grant Date Fair Value | 12.96 | 10.84 | 7.92 |
Forfeited, Weighted Average Grant Date Fair Value | 12.07 | 11.78 | |
Unvested, Ending Balance, Weighted Average Grant Date Fair Value | $ 17.19 | $ 12.81 | $ 10.64 |
Stock Compensation (Summary Of
Stock Compensation (Summary Of Total Stock Compensation Expenses) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 6,808 | $ 7,313 | $ 6,602 |
RSA, PSA, RSU, And PSU Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | 5,076 | 5,335 | 4,966 |
Stock Option And ESPP Option Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 1,732 | $ 1,978 | $ 1,636 |
Stock Compensation (Schedule _4
Stock Compensation (Schedule Of Stock Grant Activity For PSAs) (Details) - Performance Stock Awards (PSAs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Unvested, Beginning Balance, Shares | 250,000 | 250,000 | |
Granted, Shares | |||
Vested, Shares | (250,000) | ||
Forfeited, Shares | |||
Unvested, Ending Balance, Shares | 250,000 | ||
Unvested, Beginning Balance, Weighted Average Grant Date Fair Value | $ 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 |
Stock Compensation (Schedule _5
Stock Compensation (Schedule Of Stock Grant Activity For RSUs) (Details) - Restricted Stock Units (RSUs) [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested, Beginning Balance, Shares | 286,000 | 178,000 | 103,000 | |
Granted, Shares | 115,000 | 196,000 | 146,000 | |
Vested, Shares | (99,000) | (64,000) | (44,000) | |
Forfeited, Shares | (51,000) | (24,000) | (27,000) | |
Unvested, Ending Balance, Shares | 251,000 | 286,000 | 178,000 | 103,000 |
Vested and expected to vest, Shares | 251,000 | |||
Outstanding, Weighted Average Remaining Contractual Term in Years | 1 year 18 days | 1 year 3 months 4 days | 1 year 2 months 27 days | 1 year 2 months 1 day |
Vested and expected to vest, Weighted Average Remaining Contractual Term in Years | 1 year 18 days | |||
Outstanding, Aggregate Intrinsic Value | $ 7,123,000 | $ 5,477,000 | $ 3,405,000 | $ 1,110,000 |
Vested and expected to vest, Aggregate Intrinsic Value | $ 7,123,000 |
Stock Compensation (Schedule _6
Stock Compensation (Schedule Of Stock Grant Activity For PSUs) (Details) - Performance Stock Units (PSUs) [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested, Beginning Balance, Shares | 169,000 | 188,000 | 135,000 | |
Granted, Shares | 104,000 | 126,000 | 144,000 | |
Vested, Shares | (109,000) | (128,000) | (83,000) | |
Forfeited, Shares | (17,000) | (17,000) | (8,000) | |
Unvested, Ending Balance, Shares | 147,000 | 169,000 | 188,000 | 135,000 |
Vested and expected to vest, Shares | 147,000 | |||
Outstanding, Weighted Average Remaining Contractual Term in Years | 8 months 19 days | 8 months 16 days | 9 months 7 days | 8 months 27 days |
Vested and expected to vest, Weighted Average Remaining Contractual Term in Years | 8 months 19 days | |||
Outstanding, Aggregate Intrinsic Value | $ 4,179,000 | $ 3,236,000 | $ 3,603,000 | $ 1,455,000 |
Vested and expected to vest, Aggregate Intrinsic Value | $ 4,179,000 |
Stock Compensation (Summary O_2
Stock Compensation (Summary Of Stock Option Activity) (Details) - Stock Options [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding, Beginning Balance, Shares | 1,741,000 | 1,911,000 | 1,896,000 | |
Granted, Shares | 219,000 | 260,000 | 387,000 | |
Exercised, Shares | (578,000) | (394,000) | (372,000) | |
Forfeited, Shares | (49,000) | (31,000) | ||
Expired, Shares | (5,000) | |||
Outstanding, Ending Balance, Shares | 1,333,000 | 1,741,000 | 1,911,000 | 1,896,000 |
Vested and expected to vest, Shares | 1,333,000 | |||
Exercisable, Shares | 872,000 | |||
Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 10.19 | $ 8.59 | $ 7.65 | |
Granted, Weighted Average Exercise Price | 21.55 | 16.30 | 10.34 | |
Exercised, Weighted Average Exercise Price | 7.59 | 6.30 | 5.60 | |
Forfeited, Weighted Average Exercise Price | 14.10 | 12.47 | ||
Expired, Weighted Average Exercise Price | 7.01 | |||
Outstanding, Ending Balance, Weighted Average Exercise Price | 13.04 | $ 10.19 | $ 8.59 | $ 7.65 |
Vested and expected to vest, Weighted Average Exercise Price | 13.04 | |||
Exercisable, Weighted Average Exercise Price | $ 10.74 | |||
Outstanding, Weighted Average Remaining Contractual Term in years | 3 years 11 months 5 days | 3 years 7 months 21 days | 3 years 6 months 18 days | 3 years 3 months 22 days |
Vested and expected to vest, Weighted Average Remaining Contractual Term in Years | 3 years 11 months 5 days | |||
Exercisable, Weighted Average Remaining Contractual Term in years | 3 years 1 month 24 days | |||
Outstanding, Aggregate Intrinsic Value | $ 20,439,000 | $ 15,598,000 | $ 20,179,000 | $ 5,992,000 |
Vested and expected to vest, Aggregate Intrinsic Value | 20,439,000 | |||
Exercisable, Aggregate Intrinsic Value | $ 15,381,000 |
Stock Compensation (Summary O_3
Stock Compensation (Summary Of Other Information Concerning Stock Options) (Details) - Stock Options [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average fair value of options granted | $ 8.38 | $ 5.97 | $ 3.68 |
Intrinsic value of options exercised | $ 9,961,000 | $ 4,748,000 | $ 2,422,000 |
(Loss) Income Per Common Shar_2
(Loss) Income Per Common Share (Narrative) (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 227,000 | 1,000 |
(Loss) Income Per Common Shar_3
(Loss) Income Per Common Share (Computation Of Basic And Diluted (Loss) Income Per Common Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2018 | [1] | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | [2] | Sep. 30, 2017 | [2] | Jun. 30, 2017 | [2] | Mar. 31, 2017 | [2] | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Basic (loss) income per common share | |||||||||||||||||||||||
Net (loss) income | $ (776) | $ 1,565 | $ 226 | $ (3,855) | $ (3,007) | $ 1,325 | $ 3,163 | $ 2,223 | $ 2,897 | $ 2,993 | $ 2,347 | $ 2,541 | $ (2,840) | $ 3,704 | $ 10,778 | ||||||||
Net (income) loss allocated to participating securities | 27 | (63) | (208) | ||||||||||||||||||||
Net income (loss) allocated to common shareholders | $ (2,813) | $ 3,641 | $ 10,570 | ||||||||||||||||||||
Basic weighted-average common shares outstanding | 36,412 | 33,008 | 31,855 | ||||||||||||||||||||
Basic income (loss) per common share | $ (0.08) | $ 0.11 | $ 0.33 | ||||||||||||||||||||
Diluted (loss) income per common share | |||||||||||||||||||||||
Net (loss) income | $ (776) | $ 1,565 | $ 226 | $ (3,855) | $ (3,007) | $ 1,325 | $ 3,163 | $ 2,223 | $ 2,897 | $ 2,993 | $ 2,347 | $ 2,541 | $ (2,840) | $ 3,704 | $ 10,778 | ||||||||
Net loss (income) allocated to participating securities | 27 | (61) | (202) | ||||||||||||||||||||
Net (loss) income allocated to common shareholders | $ (2,813) | $ 3,643 | $ 10,576 | ||||||||||||||||||||
Basic weighted-average common shares outstanding | 36,412 | 33,008 | 31,855 | ||||||||||||||||||||
Effect of dilutive stock options and awards | 1,155 | 967 | |||||||||||||||||||||
Diluted weighted-average common shares outstanding | 36,412 | 34,163 | 32,822 | ||||||||||||||||||||
Diluted income (loss) per common share | $ (0.02) | $ 0.04 | $ 0.01 | $ (0.11) | $ 0.09 | $ 0.04 | $ 0.09 | $ 0.06 | $ 0.09 | $ 0.09 | $ 0.07 | $ 0.08 | $ (0.08) | [3] | $ 0.11 | [3] | $ 0.32 | [3] | |||||
[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 (loss) income per common share. For the year ended December 31, 2018 all stock options and awards were excluded from the calculation of weighted-average common shares outstanding as these would be antidilutive to the net loss. For the years ended December 31, 2017 and 2016 stock options to purchase 227,000 and 1,000 shares, respectively, were excluded from the calculation of diluted weighted-average common shares outstanding. |
Transactions With Related Par_2
Transactions With Related Parties (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
On-X [Member] | |||
Related Party Transaction [Line Items] | |||
Purchases from related party transactions | $ 3,000,000 | ||
Member Of Board Of Directors , Retired[Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | 443,000 | $ 133,000 | $ 316,000 |
Purchases from related party transactions | 23,000 | 34,000 | 39,000 |
Son Of Member Of Board Of Directors [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | 745,000 | 793,000 | 479,000 |
President And CEO [Member] | |||
Related Party Transaction [Line Items] | |||
Purchases from related party transactions | 55,000 | $ 53,000 | $ 44,000 |
Member Of Board Of Directors Joining 2018 [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 296,000 |
Segment And Geographic Inform_2
Segment And Geographic Information (Narrative) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2018USD ($) | [1] | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | [2] | Sep. 30, 2017USD ($) | [2] | Jun. 30, 2017USD ($) | [2] | Mar. 31, 2017USD ($) | [2] | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Number of reportable segments | segment | 2 | |||||||||||||||||||
Revenues | $ 67,799 | $ 64,598 | $ 68,496 | $ 61,948 | $ 52,826 | $ 43,999 | $ 47,818 | $ 45,059 | $ 45,029 | $ 45,252 | $ 47,083 | $ 43,016 | $ 262,841 | $ 189,702 | $ 180,380 | |||||
Intersegment Eliminations [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Revenues | $ 0 | |||||||||||||||||||
[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 Inform_3
Segment And Geographic Information (Revenues, Cost Of Products And Services, And Gross Margins For Operating Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | [2] | Jun. 30, 2017 | [2] | Mar. 31, 2017 | [2] | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Total revenues | $ 67,799 | [1] | $ 64,598 | $ 68,496 | $ 61,948 | $ 52,826 | [2] | $ 43,999 | $ 47,818 | $ 45,059 | $ 45,029 | $ 45,252 | $ 47,083 | $ 43,016 | $ 262,841 | $ 189,702 | $ 180,380 | |||
Total cost of products and preservation services | 89,857 | 61,060 | 61,481 | |||||||||||||||||
Total gross margin | 45,191 | [1] | $ 42,714 | $ 45,851 | $ 39,228 | 36,363 | [2] | $ 29,862 | $ 32,905 | $ 29,512 | 31,195 | $ 29,782 | $ 30,301 | $ 27,621 | 172,984 | 128,642 | 118,899 | |||
Goodwill | 188,781 | 188,305 | $ 78,294 | 188,781 | 188,305 | 78,294 | ||||||||||||||
Medical Devices [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Goodwill | 188,800 | 188,300 | 188,800 | 188,300 | ||||||||||||||||
Operating Segments [Member] | Medical Devices [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Total revenues | 187,394 | 119,631 | 113,992 | |||||||||||||||||
Total cost of products and preservation services | 53,772 | 29,798 | 28,033 | |||||||||||||||||
Total gross margin | 133,622 | 89,833 | 85,959 | |||||||||||||||||
Operating Segments [Member] | Preservation Services [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Total revenues | 75,447 | 70,071 | 66,388 | |||||||||||||||||
Total cost of products and preservation services | 36,085 | 31,262 | 33,448 | |||||||||||||||||
Total gross margin | 39,362 | 38,809 | 32,940 | |||||||||||||||||
Domestic [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Total revenues | $ 144,651 | $ 135,102 | $ 131,727 | |||||||||||||||||
Domestic [Member] | Long-Lived Assets [Member] | Geographic Concentration Risk [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Concentration percentage | 57.00% | 60.00% | ||||||||||||||||||
GERMANY | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Long-lived assets | $ 13,100 | $ 13,300 | $ 13,100 | $ 13,300 | ||||||||||||||||
GERMANY | Long-Lived Assets [Member] | Geographic Concentration Risk [Member] | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Concentration percentage | 98.00% | 99.00% | ||||||||||||||||||
[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 Inform_4
Segment And Geographic Information (Schedule Of Net Revenues By Geographic Location) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2018 | [1] | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | [2] | Sep. 30, 2017 | [2] | Jun. 30, 2017 | [2] | Mar. 31, 2017 | [2] | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total revenues | $ 67,799 | $ 64,598 | $ 68,496 | $ 61,948 | $ 52,826 | $ 43,999 | $ 47,818 | $ 45,059 | $ 45,029 | $ 45,252 | $ 47,083 | $ 43,016 | $ 262,841 | $ 189,702 | $ 180,380 | |||||
Domestic [Member] | ||||||||||||||||||||
Total revenues | 144,651 | 135,102 | 131,727 | |||||||||||||||||
Foreign [Member] | ||||||||||||||||||||
Total revenues | $ 118,190 | $ 54,600 | $ 48,653 | |||||||||||||||||
[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 Inform_5
Segment And Geographic Information (Summary Of Net Revenues By Product And Service) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2018 | [1] | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | [2] | Sep. 30, 2017 | [2] | Jun. 30, 2017 | [2] | Mar. 31, 2017 | [2] | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | $ 67,799 | $ 64,598 | $ 68,496 | $ 61,948 | $ 52,826 | $ 43,999 | $ 47,818 | $ 45,059 | $ 45,029 | $ 45,252 | $ 47,083 | $ 43,016 | $ 262,841 | $ 189,702 | $ 180,380 | |||||
BioGlue And BioFoam [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 66,660 | 65,939 | 63,461 | |||||||||||||||||
JOTEC [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 63,341 | 4,136 | ||||||||||||||||||
On-X [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 44,832 | 37,041 | 34,232 | |||||||||||||||||
CardioGenesis Cardiac Laser Therapy [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 6,217 | 6,866 | 7,864 | |||||||||||||||||
PerClot [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 3,767 | 3,533 | 4,021 | |||||||||||||||||
PhotoFix [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 2,577 | 2,116 | 1,871 | |||||||||||||||||
HeRO Graft [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 2,325 | |||||||||||||||||||
ProCol [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 218 | |||||||||||||||||||
Cardiac Tissues [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 35,683 | 32,510 | 29,697 | |||||||||||||||||
Vascular Tissues [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 39,764 | 37,561 | 36,691 | |||||||||||||||||
Preservation Services [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 75,447 | 70,071 | 66,388 | |||||||||||||||||
Operating Segments [Member] | Medical Devices [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | 187,394 | 119,631 | 113,992 | |||||||||||||||||
Operating Segments [Member] | Preservation Services [Member] | ||||||||||||||||||||
Product Information [Line Items] | ||||||||||||||||||||
Total revenues | $ 75,447 | $ 70,071 | $ 66,388 | |||||||||||||||||
[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 _3
Selected Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2018 | [1] | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | [2] | Sep. 30, 2017 | [2] | Jun. 30, 2017 | [2] | Mar. 31, 2017 | [2] | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Selected Quarterly Financial Information [Abstract] | |||||||||||||||||||||||
REVENUE | $ 67,799 | $ 64,598 | $ 68,496 | $ 61,948 | $ 52,826 | $ 43,999 | $ 47,818 | $ 45,059 | $ 45,029 | $ 45,252 | $ 47,083 | $ 43,016 | $ 262,841 | $ 189,702 | $ 180,380 | ||||||||
GROSS MARGIN | 45,191 | 42,714 | 45,851 | 39,228 | 36,363 | 29,862 | 32,905 | 29,512 | 31,195 | 29,782 | 30,301 | 27,621 | 172,984 | 128,642 | 118,899 | ||||||||
NET INCOME (LOSS) | $ (776) | $ 1,565 | $ 226 | $ (3,855) | $ (3,007) | $ 1,325 | $ 3,163 | $ 2,223 | $ 2,897 | $ 2,993 | $ 2,347 | $ 2,541 | $ (2,840) | $ 3,704 | $ 10,778 | ||||||||
INCOME (LOSS) PER COMMON SHARE - DILUTED | $ (0.02) | $ 0.04 | $ 0.01 | $ (0.11) | $ 0.09 | $ 0.04 | $ 0.09 | $ 0.06 | $ 0.09 | $ 0.09 | $ 0.07 | $ 0.08 | $ (0.08) | [3] | $ 0.11 | [3] | $ 0.32 | [3] | |||||
[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 (loss) income per common share. For the year ended December 31, 2018 all stock options and awards were excluded from the calculation of weighted-average common shares outstanding as these would be antidilutive to the net loss. For the years ended December 31, 2017 and 2016 stock options to purchase 227,000 and 1,000 shares, respectively, were excluded from the calculation of diluted weighted-average common shares outstanding. |