Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 23, 2021 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 1-13165 | |
Entity Registrant Name | CRYOLIFE INC. | |
Entity Incorporation, State or Country Code | FL | |
Entity Tax Identification Number | 59-2417093 | |
Entity Address, Address Line One | 1655 Roberts Boulevard, NW | |
Entity Address, City or Town | Kennesaw | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30144 | |
City Area Code | 770 | |
Local Phone Number | 419-3355 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | CRY | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 39,098,012 | |
Document Fiscal Year Focus | 2021 | |
Entity Central Index Key | 0000784199 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations And Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Total revenues | $ 71,087 | $ 66,429 |
Cost of products and preservation services: | ||
Total cost of products and preservation services | 23,249 | 22,258 |
Gross margin | 47,838 | 44,171 |
Operating expenses: | ||
General, administrative, and marketing | 38,638 | 39,002 |
Research and development | 7,754 | 6,356 |
Total operating expenses | 46,392 | 45,358 |
Operating income (loss) | 1,446 | (1,187) |
Interest expense | 4,040 | 3,388 |
Interest income | (24) | (102) |
Other expense, net | 1,931 | 3,662 |
Loss before income taxes | (4,501) | (8,135) |
Income tax benefit | (1,363) | (1,470) |
Net loss | $ (3,138) | $ (6,665) |
Loss per common share: | ||
Basic | $ (0.08) | $ (0.18) |
Diluted | $ (0.08) | $ (0.18) |
Weighted-average common shares outstanding: | ||
Basic | 38,738 | 37,390 |
Diluted | 38,738 | 37,390 |
Net loss | $ (3,138) | $ (6,665) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | (10,290) | (4,463) |
Comprehensive loss | (13,428) | (11,128) |
Products [Member] | ||
Revenues: | ||
Total revenues | 53,345 | 46,420 |
Cost of products and preservation services: | ||
Total cost of products and preservation services | 14,911 | 13,040 |
Preservation Services [Member] | ||
Revenues: | ||
Total revenues | 17,742 | 20,009 |
Cost of products and preservation services: | ||
Total cost of products and preservation services | $ 8,338 | $ 9,218 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 56,552 | $ 61,412 |
Restricted securities | 550 | 546 |
Trade receivables, net | 48,320 | 45,964 |
Other receivables | 2,416 | 2,788 |
Inventories | 73,375 | 73,038 |
Deferred preservation costs | 39,250 | 36,546 |
Prepaid expenses and other | 15,220 | 14,295 |
Total current assets | 235,683 | 234,589 |
Goodwill | 253,950 | 260,061 |
Acquired technology, net | 178,964 | 186,091 |
Other intangibles, net | 39,274 | 40,966 |
Operating lease right-of-use assets, net | 39,073 | 18,571 |
Property and equipment, net | 31,497 | 33,077 |
Deferred income taxes | 1,657 | 1,446 |
Other assets | 14,734 | 14,603 |
Total assets | 794,832 | 789,404 |
Current liabilities: | ||
Current portion of contingent consideration | 16,800 | 16,430 |
Accrued compensation | 10,644 | 10,192 |
Accounts payable | 8,952 | 9,623 |
Accrued expenses | 8,564 | 7,472 |
Accrued procurement fees | 3,402 | 3,619 |
Current maturities of operating leases | 1,548 | 5,763 |
Current portion of long-term debt | 1,174 | 1,195 |
Taxes payable | 3,229 | 2,808 |
Other liabilities | 3,705 | 3,366 |
Total current liabilities | 58,018 | 60,468 |
Long-term debt | 310,058 | 290,468 |
Contingent consideration | 44,100 | 43,500 |
Non-current maturities of operating leases | 38,441 | 14,034 |
Deferred income taxes | 29,272 | 34,713 |
Deferred compensation liability | 5,436 | 5,518 |
Other liabilities | 12,176 | 11,990 |
Total liabilities | 497,501 | 460,691 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Preferred stock | ||
Common stock (issued shares of 40,585 in 2021 and 40,394 in 2020) | 406 | 404 |
Additional paid-in capital | 301,449 | 316,192 |
Retained earnings | 13,671 | 20,022 |
Accumulated other comprehensive (loss) income | (3,547) | 6,743 |
Treasury stock, at cost, 1,487 shares as of March 31, 2021 and December 31, 2020, respectively | (14,648) | (14,648) |
Total shareholders' equity | 297,331 | 328,713 |
Total liabilities and shareholders' equity | $ 794,832 | $ 789,404 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - shares shares in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Shareholders' equity: | ||
Common stock, shares issued | 40,585 | 40,394 |
Treasury stock at cost, shares | 1,487 | 1,487 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net cash flows from operating activities: | ||
Net loss | $ (3,138) | $ (6,665) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 6,006 | 4,898 |
Non-cash compensation | 2,480 | 2,564 |
Non-cash lease expense | 1,758 | 1,746 |
Write-down of inventories and deferred preservation costs | 1,274 | 720 |
Change in fair value of contingent consideration | 970 | |
Deferred income taxes | 787 | 461 |
Other | (4,241) | (265) |
Changes in operating assets and liabilities: | ||
Accounts payable, accrued expenses, and other liabilities | 1,590 | (2,489) |
Prepaid expenses and other assets | (1,291) | 982 |
Receivables | (3,301) | 3,557 |
Inventories and deferred preservation costs | (5,933) | (2,874) |
Net cash flows (used in) provided by operating activities | (3,039) | 2,635 |
Net cash flows from investing activities: | ||
Capital expenditures | (1,502) | (2,539) |
Other | 692 | (364) |
Net cash flows used in investing activities | (810) | (2,903) |
Net cash flows from financing activities: | ||
Proceeds from revolving line of credit | 30,000 | |
Proceeds from exercise of stock options and issuance of common stock | 861 | 1,064 |
Redemption and repurchase of stock to cover tax withholdings | (1,813) | (1,712) |
Repayment of debt | (701) | (691) |
Other | (442) | (146) |
Net cash flows (used in) provided by financing activities | (2,095) | 28,515 |
Effect of exchange rate changes on cash, cash equivalents, and restricted securities | 1,088 | 1,336 |
(Decrease) increase in cash, cash equivalents, and restricted securities | (4,856) | 29,583 |
Cash, cash equivalents, and restricted securities, beginning of period | 61,958 | 34,294 |
Cash, cash equivalents, and restricted securities, end of period | $ 57,102 | $ 63,877 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Total |
Balance at Dec. 31, 2019 | $ 390 | $ 271,782 | $ 36,704 | $ (8,589) | $ (14,591) | $ 285,696 | |||
Balance, shares at Dec. 31, 2019 | 39,018 | (1,484) | |||||||
Net loss | (6,665) | (6,665) | |||||||
Other comprehensive loss: | |||||||||
Other comprehensive loss | (4,463) | (4,463) | |||||||
Equity compensation | $ 2 | 2,687 | 2,689 | ||||||
Equity compensation, shares | 208 | ||||||||
Exercise of options | 376 | 376 | |||||||
Exercise of options, shares | 33 | ||||||||
Employee stock purchase plan | 688 | 688 | |||||||
Employee stock purchase plan, shares | 30 | ||||||||
Redemption and repurchase of stock to cover tax withholdings | (1,712) | (1,712) | |||||||
Redemption and repurchase of stock to cover tax withholdings, shares | (70) | ||||||||
Balance at Mar. 31, 2020 | $ 392 | 273,821 | 30,039 | (13,052) | $ (14,591) | 276,609 | |||
Balance, shares at Mar. 31, 2020 | 39,219 | (1,484) | |||||||
Balance (Accounting Standards Update 2020-06 [Member]) at Dec. 31, 2020 | $ 16,400 | $ 3,200 | |||||||
Balance at Dec. 31, 2020 | $ 404 | 316,192 | 20,022 | 6,743 | $ (14,648) | 328,713 | |||
Balance, shares at Dec. 31, 2020 | 40,394 | (1,487) | |||||||
Net loss | (3,138) | (3,138) | |||||||
Other comprehensive loss: | |||||||||
Other comprehensive loss | (10,290) | (10,290) | |||||||
Equity compensation | $ 2 | 2,635 | 2,637 | ||||||
Equity compensation, shares | 207 | ||||||||
Exercise of options | 271 | 271 | |||||||
Exercise of options, shares | 19 | ||||||||
Employee stock purchase plan | $ 1 | 589 | 590 | ||||||
Employee stock purchase plan, shares | 37 | ||||||||
Redemption and repurchase of stock to cover tax withholdings | $ (1) | (1,812) | (1,813) | ||||||
Redemption and repurchase of stock to cover tax withholdings, shares | (72) | ||||||||
Balance (Accounting Standards Update 2020-06 [Member]) at Mar. 31, 2021 | $ (16,426) | $ (3,213) | $ (19,639) | ||||||
Balance at Mar. 31, 2021 | $ 406 | $ 301,449 | $ 13,671 | $ (3,547) | $ (14,648) | $ 297,331 | |||
Balance, shares at Mar. 31, 2021 | 40,585 | (1,487) |
Basis Of Presentation
Basis Of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Basis Of Presentation [Abstract] | |
Basis Of Presentation | 1. Basis of Presentation Overview The accompanying Condensed Consolidated Financial Statements include the accounts of CryoLife, Inc. and its subsidiaries (“CryoLife,” the “Company,” “we,” or “us”). All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying Condensed Consolidated Balance Sheet as of December 31, 2020 has been derived from audited financial statements. The accompanying unaudited Condensed Consolidated Financial Statements as of, and for the three months ended, March 31, 2021 and 2020 have been prepared in accordance with (i) accounting principles generally accepted in the U.S. for interim financial information and (ii) the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, such statements do not include all the information and disclosures that are required by accounting principles generally accepted in the U.S. for a complete presentation of financial statements. In the opinion of management, all adjustments (including those of a normal, recurring nature) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes included in CryoLife’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 22, 2021. New Accounting Standards Recently Adopted In August 2020 the FASB issued ASC Update No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). The update simplifies the accounting for convertible instruments by eliminating two accounting models (i.e., the cash conversion model and beneficial conversion feature mode) and reducing the number of embedded conversion features that could be recognized separately from the host contract. ASU 2020-06 also enhances transparency and improves disclosures for convertible instruments and earnings per share guidance. On January 1, 2021, we adopted ASU 2020-06 using the modified retrospective approach and recorded $ 20.4 million to increase long-term debt, $ 3.2 million to reduce retained earnings, and $ 16.4 million to reduce additional paid-in capital included on the Condensed Consolidated Balance Sheets. See Note 10 for further discussion of convertible debt. In December 2019 the FASB issued ASC Update No. 2019- 12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendments are effective for public entities in fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We adopted ASU 2019-02 on January 1, 2021 and the adoption did not have an impact on our financial condition or results of operation. |
Acquisition Of Ascyrus
Acquisition Of Ascyrus | 3 Months Ended |
Mar. 31, 2021 | |
Acquisition Of Ascyrus [Abstract] | |
Acquisition Of Ascyrus | 2. Acquisition of Ascyrus Overview On September 2, 2020, we entered into a Securities Purchase Agreement (the “Ascyrus Agreement”) to acquire 100 % of the outstanding equity interests of Ascyrus Medical LLC, (“Ascyrus”). Ascyrus developed the Ascyrus Medical Dissection Stent (“AMDS”) hybrid prosthesis, the world’s first aortic arch remodeling device for use in the treatment of acute Type A aortic dissections. Under the terms of the Ascyrus Agreement, we will pay an aggregate of up to $ 200.0 million in consideration, consisting of: (i) a cash payment of approximately $ 60.0 million and the issuance of $ 20.0 million in shares of CryoLife common stock, in each case, that were delivered at the closing of the acquisition, (ii) if the U.S. Food and Drug Administration (the “FDA”) approves an Investigational Device Exemption (“IDE”) application for the AMDS, a cash payment of $ 10.0 million and the issuance of $ 10.0 million in shares of CryoLife common stock, (iii) if the FDA approves a Premarket Approval (“PMA”) application submitted for the AMDS, a cash payment of $ 25.0 million, (iv) if regulatory approval of the AMDS is obtained in Japan on or before June 30, 2027, a cash payment of $ 10.0 million, (v) if regulatory approval of the AMDS is obtained in China on or before June 30, 2027, a cash payment of $ 10.0 million and (vi) a potential additional consideration cash payment capped at $ 55.0 million (or up to $ 65.0 million to $ 75.0 million if the Japanese or Chinese approvals are not secured on or before June 30, 2027 and those approval milestone payments are added to the potential additional consideration cash payment cap) calculated as two times the incremental worldwide sales of the AMDS (or any other acquired technology or derivatives of such acquired technology) outside of the European Union during the three-year period following the date the FDA approves a Premarket Approval application submitted for the AMDS. Accounting for the Transaction Upon closing of the acquisition on September 2, 2020, we paid $ 82.4 million consisting of $ 62.4 million in cash consideration, and $ 20.0 million in shares of CryoLife common stock. The number of shares issued was based on a 10 -day moving volume weighted average closing price of a share of CryoLife common stock as of the date immediately prior to closing, resulting in an issuance of 991,800 shares of CryoLife common stock. As part of the acquisition, we may be required to pay additional consideration in cash and equity up to $ 120.0 million to the former shareholders of Ascyrus upon the achievement of certain milestones and the sales-based additional earnout described above. The fair value of the total potential purchase consideration of $ 200.0 million was calculated to be $ 137.8 million, which includes total purchase consideration, as well as the contingent consideration liability discussed below. Our preliminary allocation of the purchase consideration was allocated to Ascyrus’s tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values as of September 2, 2020. We recorded the contingent consideration liability of $ 16.8 million and $ 16.4 million in Current liabilities and $ 44.1 million and $ 43.5 million in Other long-term liabilities as of March 31, 2021 and December 31, 2020, respectively, in the Condensed Consolidated Balance Sheets, representing the estimated fair value of future potential payments. The fair value of the contingent consideration liability was estimated by discounting to present value the contingent payments expected to be made based on a probability-weighted scenario approach. We applied a discount rate based on our unsecured credit spread and the term commensurate risk-free rate to the additional consideration to be paid, and then applied a risk-based estimate of the probability of achieving each scenario to calculate the fair value of the contingent consideration. This fair value measurement was based on unobservable inputs, including management estimates and assumptions about the future achievement of milestones and future estimate of revenues, and is, therefore, classified as Level 3 within the fair value hierarchy presented in Note 4. We will remeasure this liability at each reporting date and will record changes in the fair value of the contingent consideration in General, administrative, and marketing expenses on the Condensed Consolidated Statements of Operations and Comprehensive Loss. Increases or decreases in the fair value of the contingent consideration liability can result from changes in passage of time, discount rates, the timing and amount of our revenue estimates, and the timing and expectation of regulatory approvals. We performed an assessment of the fair value of the contingent consideration as of March 31, 2021 and recorded a $ 970,000 fair value adjustment in General, administrative, and marketing expenses on the Condensed Consolidated Statements of Operations and Comprehensive Loss, as a result of this assessment. We recorded $ 62.5 million of preliminary goodwill, of which $ 61.2 million was deductible for tax purposes, based on the amount by which the total purchase consideration price exceeded the fair value of the net assets acquired and liabilities assumed. Goodwill from this transaction primarily relates to synergies expected from the acquisition and has been allocated to our Medical Devices segment. The estimated allocation of assets acquired and liabilities assumed is based on the information available that would have been known as of the acquisition date. We are completing our procedures related to the purchase price allocation and if information regarding these values is received that would result in a material adjustment to the values recorded, we will recognize the adjustment, which may include the recognition of additional expenses or other allocation adjustments, in the period this determination is made. During the three months ended March 31, 2021 we received a $ 777,000 cash distribution from escrow related to the working capital adjustments which reduced the purchase price consideration. This adjustment was included in other cash flows used in investing activities on the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021. The September 2, 2020 allocation of preliminary purchase consideration adjusted as of March 31, 2021 consisted of the following (in thousands): Consideration Cash paid for acquisition $ 62,359 Common stock issued 20,000 Contingent consideration 55,407 Fair value of total consideration $ 137,766 Purchase Price Allocation Cash and cash equivalents $ 4,017 Intangible assets 72,600 Net other assets/liabilities acquired ( 1,366 ) Goodwill 62,515 Net assets acquired $ 137,766 Pro forma financial information related to the Ascyrus Agreement has not been provided as it is not material to our consolidated results of operations. The results of operations of Ascyrus acquisition are included in results of operations from the date of acquisition and were not significant for the three months ended March 31, 2021. |
Agreements With Endospan
Agreements With Endospan | 3 Months Ended |
Mar. 31, 2021 | |
Agreements With Endospan [Abstract] | |
Agreements With Endospan | 3. Agreements with Endospan Exclusive Distribution Agreement and Securities Purchase Option Agreement On September 11, 2019 CryoLife, Inc.’s wholly-owned subsidiary, JOTEC GmbH, (“JOTEC”), entered into an exclusive distribution agreement (“Endospan Distribution Agreement”) with Endospan Ltd. (“Endospan”), an Israeli corporation, pursuant to which JOTEC obtained exclusive distribution rights for Endospan’s NEXUS TM stent graft system (“NEXUS”) and accessories in certain countries in Europe in exchange for a fixed distribution fee of $ 9.0 million paid in September 2019. CryoLife also entered into a securities purchase option agreement (“Endospan Option Agreement”) with Endospan for $ 1.0 million paid in September 2019. The Endospan Option Agreement provides CryoLife the option to purchase all the outstanding securities of Endospan from Endospan’s securityholders at the time of acquisition, or the option to acquire all of Endospan’s assets, in each case, for a price between $ 350.0 and $ 450.0 million before, or within a certain period of time or after FDA approval of NEXUS, with such option expiring if not exercised within 90 days after receiving notice that Endospan has received approval from the FDA for NEXUS. Loan Agreement CryoLife and Endospan also entered into a loan agreement (“Endospan Loan”), dated September 11, 2019, in which CryoLife agreed to provide Endospan a secured loan of up to $ 15.0 million to be funded in three tranches of $ 5.0 million each. The first tranche of the Endospan Loan was funded upon execution of the agreement in September 2019. During September 2020 we funded the second tranche payment of $ 5.0 million upon the certification of the NEXUS IDE from the FDA. The third tranche is required to be funded upon certification of enrollment of at least 50 % of the required number of patients in the primary arm of the FDA approved clinical trial for NEXUS, in each case subject to Endospan’s continued compliance with the Endospan Loan and certain other conditions. If a termination fee becomes payable by Endospan under the Endospan Distribution Agreement, it will be added to the amount payable to CryoLife under the Endospan Loan. Variable Interest Entity We consolidate the results of a variable interest entity ("VIE") when it is determined that we are the primary beneficiary. Based on our initial evaluation of Endospan and the related agreements with Endospan, we determined that Endospan is a VIE. Although the arrangement with Endospan resulted in our holding a variable interest, it did not empower us to direct those activities of Endospan that most significantly impact the VIE economic performance. Therefore, we are not the primary beneficiary, and we have not consolidated Endospan into our financial results. Our payments to Endospan in September 2019 totaled $ 15.0 million which included a $ 9.0 million distribution fee, a $ 1.0 million securities purchase option, and $ 5.0 million for the first tranche of the Endospan Loan. We paid an additional $ 5.0 million for the second tranche described above. We evaluated Endospan for VIE classification as of March 31, 2021 and December 31, 2020 and determined that Endospan meets the criteria of a non-consolidating VIE. Our payments to date, including any loans, guarantees, and other subordinated financial support related to this VIE, totaled $ 20.0 million as of March 31, 2021, representing our maximum exposure to loss, and were not individually significant to our consolidated financial statements. Valuation The agreements with Endospan were entered into concurrently and had certain terms that are interrelated. In our evaluation of the initial relative fair value of each of the Endospan agreements to determine the amount to record, we utilized discounted cash flows to estimate the fair market value for the Endospan Loan and for the Endospan Distribution Agreement. We estimated the fair value of the Endospan Option Agreement utilizing the Monte Carlo simulation. Inputs in our valuation of the Endospan agreements included cash payments and anticipated payments based on the executed agreements with Endospan, projected discounted cash flows in connection with the Endospan transaction, our expected internal rate of return and discount rates, and our assessed probability and timing of receipt of certification of certain approvals and milestones in obtaining FDA approval. Based on the initial fair value of the Endospan Loan and the relative fair values of the Endospan Distribution Agreement and Endospan Option Agreement, we recorded the Endospan Loan value of $ 358,000 in Other long-term assets in the Condensed Consolidated Balance Sheets as of December 31, 2019. The Endospan Option Agreement was valued at $ 4.8 million in Other long-term assets in the Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020. The Endospan Distribution Agreement was recorded at $ 7.2 million and $ 8.0 million in Other Intangibles, net in the Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020, respectively. We elected the fair value option for recording the Endospan Loan. We assess the fair value of the Endospan Loan based on quantitative and qualitative characteristics, and adjust the amount recorded to its current fair market value at each reporting period. The fair value of the Endospan Loan was $ 409,000 as of March 31, 2021 and December 31, 2020. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Financial Instruments [Abstract] | |
Financial Instruments | 4. Financial Instruments The following is a summary of our financial instruments measured at fair value on a recurring basis (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 10,006 $ -- $ -- $ 10,006 Restricted securities: Money market funds 550 -- -- 550 Endospan loan -- -- 409 409 Total assets $ 10,556 $ -- $ 409 $ 10,965 Current liabilities: Contingent consideration -- -- ( 16,800 ) ( 16,800 ) Long-term liabilities: Contingent consideration -- -- ( 44,100 ) ( 44,100 ) Total liabilities $ -- $ -- $ ( 60,900 ) $ ( 60,900 ) December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 11,484 $ -- $ -- $ 11,484 Restricted securities: Money market funds 546 -- -- 546 Endospan loan -- -- 409 409 Total assets $ 12,030 $ -- $ 409 $ 12,439 Current liabilities: Contingent consideration -- -- ( 16,430 ) ( 16,430 ) Long-term liabilities: Contingent consideration -- -- ( 43,500 ) ( 43,500 ) Total liabilities $ -- $ -- $ ( 59,930 ) $ ( 59,930 ) We used prices quoted from our investment advisors to determine the Level 1 valuation of our investments in money market funds . We recorded the Endospan Loan, classified as Level 3, as a result of an agreement with Endospan in September 2019. The contingent consideration component of the Ascyrus acquisition was classified as a Level 3 financial instrument. See Note 2 and Note 3 for further discussion of the Ascyrus acquisition, and the Endospan Loan, respectively. Changes in fair value of Level 3 assets and liabilities are listed in the tables below (in thousands): Endospan Loan Contingent Consideration Balance as of December 31, 2020 $ 409 Balance as of December 31, 2020 $ ( 59,930 ) Change in valuation -- Change in valuation ( 970 ) Balance as of March 31, 2021 $ 409 Balance as of March 31, 2021 $ ( 60,900 ) |
Cash Equivalents And Restricted
Cash Equivalents And Restricted Securities | 3 Months Ended |
Mar. 31, 2021 | |
Cash Equivalents And Restricted Securities [Abstract] | |
Cash Equivalents And Restricted Securities | 5. Cash Equivalents and Restricted Securities The following is a summary of cash equivalents and restricted securities (in thousands): Unrealized Estimated Holding Market March 31, 2021 Cost Basis Gains Value Cash equivalents: Money market funds $ 10,006 $ -- $ 10,006 Restricted securities: Money market funds 550 -- 550 Total assets $ 10,556 $ -- $ 10,556 Unrealized Estimated Holding Market December 31, 2020 Cost Basis Gains Value Cash equivalents: Money market funds $ 11,484 $ -- $ 11,484 Restricted securities: Money market funds 546 -- 546 Total assets $ 12,030 $ -- $ 12,030 As of March 31, 2021 and December 31, 2020 $ 550,000 and $ 546,000 , 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 to international tax obligations. There were no gross realized gains or losses on cash equivalents and restricted securities in the three months ended March 31, 2021 and 2020. As of March 31, 2021 $ 550,000 of our restricted securities had a maturity date within three months . As of December 31, 2020 $ 546,000 of our restricted securities had a maturity date within three months . |
Inventories And Deferred Preser
Inventories And Deferred Preservation Costs | 3 Months Ended |
Mar. 31, 2021 | |
Inventories And Deferred Preservation Costs [Abstract] | |
Inventories And Deferred Preservation Costs | 6. Inventories and Deferred Preservation Costs Inventories at March 31, 2021 and December 31, 2020 were comprised of the following (in thousands): March 31, December 31, 2021 2020 Raw materials and supplies $ 34,789 $ 33,625 Work-in-process 7,730 6,318 Finished goods 30,856 33,095 Total inventories $ 73,375 $ 73,038 Total deferred preservation costs were $ 39.3 million and $ 36.5 million as of March 31, 2021 and December 31, 2020, respectively. To facilitate product usage, we maintain consignment inventory of our On-X heart valves at domestic hospital locations and On-X heart valves, JOTEC and AMDS products at international hospital locations. We retain title and control over this consignment inventory until the device is implanted, at which time we invoice the hospital and recognize revenue. As of March 31, 2021 we had $ 13.4 million in consignment inventory, with approximately 43 % in domestic locations and 57 % in international locations. As of December 31, 2020 we had $ 11.9 million in consignment inventory, with approximately 47 % in domestic locations and 53 % in international locations. |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Other Intangible Assets [Abstract] | |
Goodwill And Other Intangible Assets | 7. Goodwill and Other Intangible Assets Indefinite Lived Intangible Assets As of March 31, 2021 and December 31, 2020 the carrying values of our indefinite lived intangible assets were as follows (in thousands): March 31, December 31, 2021 2020 Goodwill $ 253,950 260,061 In-process R&D 2,286 2,392 Procurement contracts and agreements 2,013 2,013 Trademarks 765 765 We monitor the phases of development of our acquired in-process research and development projects, including the risks associated with further development and the amount and timing of benefits expected to be derived from the completed projects. Incremental costs associated with development are charged to expense as incurred. Capitalized costs are amortized over the estimated useful life of the developed asset once completed. Our in-process research and development projects are reviewed for impairment annually, or more frequently, if events or changes in circumstances indicate that the asset might be impaired. Based on our experience with similar agreements, we believe that our acquired procurement contracts and agreements have indefinite useful lives, as we expect to continue to renew these contracts for the foreseeable future. We believe that our trademarks have indefinite useful lives as we currently anticipate that our trademarks will contribute to our cash flows indefinitely. We evaluate our goodwill and non-amortizing intangible assets for impairment on an annual basis during the fourth quarter of the year, and, if necessary, during interim periods if factors indicate that an impairment review is warranted. As of March 31, 2021 we concluded that our assessment of current factors did not indicate that goodwill or non-amortizing intangible assets are more likely than not to be impaired. We will continue to evaluate the recoverability of these non-amortizing intangible assets in future periods as necessary. As of March 31, 2021 and December 31, 2020 our entire goodwill balance was related to our Medical Devices segment. Medical Devices Segment Balance as of December 31, 2020 $ 260,061 Ascyrus acquisition ( 843 ) Revaluation of goodwill denominated in foreign currency ( 5,268 ) Balance as of March 31, 2021 $ 253,950 Definite Lived Intangible Assets The definite lived intangible balance includes balances related to acquired technology, customer relationships, distribution and manufacturing rights and know-how, patents, and other definite lived intangible assets. As of March 31, 2021 and December 31, 2020 the gross carrying values, accumulated amortization, and approximate amortization period of our definite lived intangible assets were as follows (in thousands): Gross Carrying Accumulated Amortization March 31, 2021 Value Amortization Period Acquired technology $ 217,238 $ 38,274 11 – 22 Years Customer lists and relationships 31,218 8,494 13 – 22 Years Distribution and manufacturing rights and know-how 14,254 5,780 5 – 15 Years Patents 3,963 3,120 17 Years Other 3,403 1,234 4 – 5 Years Gross Carrying Accumulated Amortization December 31, 2020 Value Amortization Period Acquired technology $ 222,182 $ 36,091 11 – 22 Years Customer lists and relationships 31,316 8,132 13 – 22 Years Distribution and manufacturing rights and know-how 14,728 5,349 5 – 15 Years Patents 3,966 3,113 17 Years Other 3,453 1,073 4 – 5 Years Amortization Expense The following is a summary of amortization expense as recorded in general, administrative, and marketing expenses on our Condensed Consolidated Statement of Operations and Comprehensive Loss (in thousands): Three Months Ended March 31, 2021 2020 Amortization expense $ 4,260 $ 3,033 As of March 31, 2021 scheduled amortization of intangible assets for the next five years is as follows (in thousands): Remainder of 2021 2022 2023 2024 2025 2026 Total Amortization expense $ 12,540 16,175 15,727 15,381 13,246 12,826 $ 85,895 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Taxes [Abstract] | |
Income Taxes | 8. Income Taxes Income Tax Expense Our effective income tax rate was a benefit of 30 % and 18 % for the three months ended March 31, 2021 and 2020, respectively. The change in the tax rate for the three months ended March 31, 2021 is primarily due to a change in pre-tax book loss, as well as a reduction in the excess tax benefit related to stock compensation for the three months ended March 31, 2021, as compared to the three months ended March 31, 2020. The income tax rate for the three months ended March 31, 2021 was favorably impacted by excess tax benefit deductions related to stock compensation, the research and development tax credit, and the reduction of a valuation allowance on prior year items. These factors were partially offset by the unfavorable impacts of non-deductible operating expenses, executive compensation expenses, and the recording of a tax reserve on prior year items. The income tax rate for the three months ended March 31, 2020 was favorably impacted by excess tax benefit deductions related to stock compensation. These factors were partially offset by the unfavorable impacts of non-deductible operating expenses and executive compensation expenses. Deferred Income Taxes We generate deferred tax assets primarily as a result of the difference in fixed asset depreciation lives for book and tax purposes, accruals for which the timing of deductibility is different for book and tax purposes, the timing of tax deductions related to stock compensation, interest expense disallowances, and operating losses. We acquired significant deferred tax assets, primarily net operating loss carryforwards, from our acquisitions of JOTEC and its subsidiaries in 2017, On-X in 2016, Hemosphere, Inc. in 2012, and Cardiogenesis Corporation in 2011. We believe utilization of these net operating losses will not have a material impact on income taxes for the 2021 tax year. As of March 31, 2021 we maintained a total of $ 9.4 million in valuation allowances against deferred tax assets, including state and federal net operating loss carryforwards and interest expense disallowance carryforwards, and a net deferred tax liability of $ 27.6 million. As of December 31, 2020 we maintained a total of $ 7.2 million in valuation allowances against deferred tax assets, including state and federal net operating loss carryforwards, and a net deferred tax liability of $ 33.3 million. During the three months ended March 31, 2021, we released a valuation allowance and increased a tax reserve in the amount of a net $ 1.8 million related to immaterial prior period correction of errors in the calculation of the valuation allowance and an uncertain tax position. The valuation allowance adjustment, which comprises the majority of the adjustment primarily arises from the improper reversal in the prior period valuation allowance assessment of future temporary differences created from the accounting of its convertible debt. On correcting the errors, we recorded an income tax benefit of $ 1.8 million. The Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) In response to the novel coronavirus disease (“COVID-19”) pandemic, the U.S. government enacted the CARES Act on March 27, 2020. The CARES Act provides various forms of relief and assistance to U.S. businesses. We recorded a reduction to income taxes payable and deferred tax assets of approximately $ 1.3 million for the change to the 2019 Section 163(j) interest expense deduction limitation for the three months ended March 2020. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | 9. Leases We have operating and finance lease obligations resulting from the lease of land and buildings that comprise our corporate headquarters and various manufacturing facilities; leases related to additional manufacturing, office, and warehouse space; leases on Company vehicles; and leases on a variety of office and other equipment. On January 6, 2021 we executed a modification to extend the lease of our headquarters location in Kennesaw, Georgia. This modification resulted in an increase in the present value of future lease obligations and corresponding right-of-use asset of $ 23.3 million, using a discount rate of 6.41 %. Consolidated balance sheet information related to leases is as follows (in thousands, except lease term and discount rate): Operating leases: March 31, 2021 December 31, 2020 Operating lease right-of-use assets $ 48,859 $ 28,242 Accumulated amortization ( 9,786 ) ( 9,671 ) Operating lease right-of-use assets, net $ 39,073 $ 18,571 Current maturities of operating leases $ 1,548 $ 5,763 Non-current maturities of operating lease 38,441 14,034 Total operating lease liabilities $ 39,989 $ 19,797 Finance leases: Property and equipment, at cost $ 7,208 $ 7,620 Accumulated amortization ( 1,897 ) ( 1,905 ) Property and equipment, net $ 5,311 $ 5,715 Current maturities of finance leases $ 578 $ 614 Non-current maturities of finance leases 4,930 5,300 Total finance lease liabilities $ 5,508 $ 5,914 Weighted average remaining lease term (in years): Operating leases 13.2 5.1 Finance leases 9.5 9.8 Weighted average discount rate: Operating leases 5.9 % 5.2 % Finance leases 2.0 % 2.0 % Current maturities of finance leases are included as a component of Other current liabilities and non-current maturities of finance leases are included as a component of Other long-term liabilities on our Condensed Consolidated Balance Sheets. A summary of lease expenses for our finance and operating leases included in General, Administrative, and Marketing Expenses on our Condensed Consolidated Statements of Operations and Comprehensive Loss are as follows (in thousands): Three Months Ended March 31, 2021 2020 Amortization of property and equipment $ 154 $ 162 Interest expense on finance leases 29 29 Total finance lease expense 183 191 Operating lease expense 1,758 1,748 Sublease income ( 124 ) ( 226 ) Total lease expense $ 1,817 $ 1,713 A summary of our cash flow information related to leases is as follows (in thousands): Three Months Ended Three Months Ended Cash paid for amounts included in the measurement of lease liabilities: March 31, 2021 March 31, 2020 Operating cash flows for operating leases $ 1,500 $ 29 Financing cash flows for finance leases 144 1,745 Operating cash flows for finance leases 28 147 Future minimum lease payments and sublease rental income are as follows (in thousands): Finance Operating Sublease Leases Leases Income Remainder of 2021 $ 512 $ 2,650 $ 275 2022 642 4,653 305 2023 641 5,268 -- 2024 637 4,973 -- 2025 618 4,160 -- Thereafter 2,999 38,922 -- Total minimum lease payments $ 6,049 $ 60,626 $ 580 Less amount representing interest ( 541 ) ( 20,637 ) Present value of net minimum lease payments 5,508 39,989 Less current maturities ( 578 ) ( 1,548 ) Lease liabilities, less current maturities $ 4,930 $ 38,441 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt [Abstract] | |
Debt | 10. Debt Credit Agreement On December 1, 2017 we entered into a credit and guaranty agreement for a $ 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” and, 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 acquisition of JOTEC and its subsidiaries (the “JOTEC Acquisition”), (ii) pay certain fees and expenses related to the JOTEC Acquisition and the Credit Agreement, and (iii) pay the outstanding balance of our prior credit facility. The Revolving Credit Facility 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. The loan under the Term Loan Facility is repayable on a quarterly basis according to the amortization provisions set forth in the Credit Agreement. We have the right to repay the loan under the Credit Agreement in whole or in part at any time. Amounts repaid in respect of the loan under the Term Loan Facility may not be reborrowed. Amounts repaid in respect of the loan 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 interest rates, resulting in a reduction in the interest rate margins over base rates on the Term Loan Facility. The loan under the Term Loan Facility bears 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 loan under the Revolving Credit Facility bears 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 event of default or bankruptcy event of default exists, we are obligated to pay a per annum default rate of interest of 2.00 % in excess of the interest rate otherwise payable with respect to the overdue principal amount of any loans outstanding and overdue interest payments and other overdue fees and amounts. As of March 31, 2021 the aggregate interest rate was 4.25 % per annum. We are obligated to pay an unused commitment fee equal to 0.50 % of the unutilized 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 (including cash dividends), merge or consolidate, change business or accounting or reporting practices, in each case subject to customary exceptions for a credit facility of this size and type. 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 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. In March 2020 as a precautionary measure to increase cash and maintain maximum financial flexibility during the current uncertainty in global markets resulting from the COVID-19 pandemic, we borrowed the entire amount available under our $ 30.0 million Revolving Credit Facility at an aggregate interest rate of 5.20 %. On June 29, 2020 we used some of the net proceeds from the issuance of Convertible Senior Notes, as discussed below, to repay the $ 30.0 million outstanding under our Revolving Credit Facility. On April 29, 2020 we entered into an amendment to our Credit Agreement. As part of the amendment we obtained a waiver of our maximum first lien net leverage ratio covenant through the end of 2020. In addition, the amendment to our Credit Agreement provides that EBITDA, for covenant testing purposes, in each quarter of 2020 was deemed equal to a fixed value equal to our bank covenant EBITDA in the fourth quarter of 2019, when our first lien net leverage was 3.4 x. As a result of these changes, we became subject to a new minimum liquidity covenant. We are also subject to restrictions on certain payments, including cash dividends. The new minimum liquidity covenant required a minimum liquidity of at least $ 12.0 million as of the last day of any month in 2020, and as of the last day of any quarter through the third quarter of 2021 when our Revolving Credit Facility is drawn in excess of 25 % (or $ 7.5 million) of the amount available as of the last day of any fiscal quarter during that period. Beginning in 2021, if we repay borrowings under our Revolving Credit Facility to 25 % or less, no financial maintenance covenants, including the minimum liquidity covenant and the maximum first lien net leverage ratio covenant, are applicable. Convertible Senior Notes On June 18, 2020 we issued $ 100.0 million aggregate principal amount of 4.25 % convertible senior notes with a maturity date of July 1, 2025 (the “Convertible Senior Notes”). The net proceeds from this offering, after deducting initial purchasers’ discounts and costs directly related to this offering, were approximately $ 96.5 million. On January 1, 2021 we adopted ASU 2020-06 and adjusted the carrying balance of the Convertible Senior Notes to notional. The Convertible Senior Notes balance was $ 100.0 million recorded in Long-term debt on the Condensed Consolidated Balance Sheets as of March 31, 2021. The Convertible Senior Notes may be settled in cash, stock, or a combination thereof, solely at our discretion. The initial conversion rate of the Convertible Senior Notes is 42.6203 shares per $ 1,000 principal amount, which is equivalent to a conversion price of approximately $ 23.46 per share, subject to adjustments. We use the if-converted method for assumed conversion of the Convertible Senior Notes for the diluted earnings per share calculation. The interest expense recognized on the Convertible Senior Notes includes approximately $ 1.2 million for the aggregate of the contractual coupon interest, and the amortization of the debt issuance costs as of three months ended March 31, 2021. Interest on the Convertible Senior Notes began accruing upon issuance and is payable semi-annually. Holders of the Convertible Senior Notes may convert their notes at their option at any time prior to January 1, 2025 but only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period in which the trading price per $ 1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (iii) we give a notice of redemption with respect to any or all of the notes, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (iv) upon the occurrence of specified corporate events. On or after January 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances. We cannot redeem the Convertible Senior Notes before July 5, 2023. We can redeem them on or after July 5, 2023, in whole or in part, at our option, if the last reported sale price per share of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. We may redeem for cash all or part of the Convertible Senior Notes at a redemption price equal to 100 % of the principal amount of the redeemable Convertible Senior Notes, plus accrued and unpaid interest to, but excluding, the redemption date. No principal payments are due on the Convertible Senior Notes prior to maturity. Other than restrictions relating to certain fundamental changes and consolidations, mergers or asset sales and customary anti-dilution adjustments, the Convertible Senior Notes do not contain any financial covenants and do not restrict us from conducting significant restructuring transactions or issuing or repurchasing any of its other securities. As of March 31, 2021 we are not aware of any current events or market conditions that would allow holders to convert the Convertible Senior Notes. We used a portion of the proceeds to pay off the $ 30.0 million outstanding under our Revolving Credit Facility and finance the Ascyrus transaction and anticipate using the remaining funds for general corporate purposes. Government Supported Bank Debt In June 2015 JOTEC obtained two loans from Sparkasse Zollernalb, which are government sponsored by the Kreditanstalt für Wiederaufbau Bank (“KFW”). Both KFW loans have a term of nine years and the interest rates are 2.45 % and 1.40 %, respectively. Loan Balances The short-term and long-term balances of our term loan and other long-term borrowings were as follows (in thousands): March 31, December 31, 2021 2020 Term loan balance $ 217,688 $ 218,250 Convertible senior notes 100,000 79,555 2.45% Sparkasse Zollernalb (KFW Loan 1) 782 886 1.40% Sparkasse Zollernalb (KFW Loan 2) 1,319 1,457 Total loan balance 319,789 300,148 Less unamortized loan origination costs ( 8,557 ) ( 8,485 ) Net borrowings 311,232 291,663 Less short-term loan balance ( 1,174 ) ( 1,195 ) Long-term loan balance $ 310,058 $ 290,468 Interest Expense Interest expense was $ 4 .0 million for the three months ended March 31, 2021, as compared to $ 3 .4 million for the three months ended March 31, 2020. Interest expense includes interest on debt and uncertain tax positions in both periods. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 11. Commitments and Contingencies Liability Claims Our estimated unreported loss liability was $ 1.9 million as of March 31, 2021 and December 31, 2020, respectively. As of March 31, 2021 and December 31, 2020, the related recoverable insurance amounts were $ 1.0 million and $ 974,000 , respectively. We accrue our estimate of unreported product and tissue processing liability claims as a component of other long - term liabilities and record the related recoverable insurance amount as a component of Other long - term assets, as appropriate. Further analysis indicated that the estimated liability as of March 31, 2021 could have been as high as $ 4.1 million, after including a reasonable margin for statistical fluctuations calculated based on actuarial simulation techniques. Employment Agreements The employment agreement of our Chairman, President, and Chief Executive Officer (“CEO”), Mr. J. Patrick Mackin, provides for a severance payment, which would become payable upon the occurrence of certain employment termination events, including termination by us without cause. PerClot Technology On September 28, 2010 we entered into a worldwide distribution agreement (the “Distribution Agreement”) and a license and manufacturing agreement (the “License Agreement”) with Starch Medical, Inc. (“SMI”), for PerClot ® , a polysaccharide hemostatic agent used in surgery. The Distribution Agreement has a term of 15 years but can be terminated for any reason before the expiration date by us by providing 180 days’ notice. The Distribution Agreement also contains minimum purchase requirements that expire upon the termination of the Distribution Agreement or following U.S. regulatory approval for PerClot. Separate and apart from the terms of the Distribution Agreement, pursuant to the License Agreement, as amended by a September 2, 2011 technology transfer agreement, we can manufacture and sell PerClot, assuming appropriate regulatory approvals, in the U.S. and certain other jurisdictions and may be required to pay royalties to SMI at certain rates on net revenues of products. We may make contingent payments to SMI of up to $ 1.0 million if certain U.S. regulatory and certain commercial milestones are achieved. We are conducting our pivotal clinical trial to gain approval to commercialize PerClot for surgical indications in the U.S. Enrollment was completed in January 2019. We anticipate being in a position to submit Premarket Approval (“PMA”) to the FDA in the third quarter of 2021. As of March 31, 2021 we had $ 1.5 million in prepaid royalties, $ 1.7 million in intangible assets, net, and $ 1.2 million in property and equipment, net, on our Condensed 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. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 12. 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 three months ended March 31, 2021 and 2020 the sources of revenue were as follows (in thousands): Three Months Ended March 31, 2021 2020 (Unaudited) Domestic hospitals $ 36,229 $ 36,336 International hospitals 26,128 19,737 International distributors 8,642 10,245 CardioGenesis cardiac laser therapy 88 111 Total sources of revenue $ 71,087 $ 66,429 Also see segment disaggregation information in Note 15 below. Contract Balances We may generate contract assets during the pre-delivery design and manufacturing stage of E-xtra DESIGN ENGINEERING product order fulfillment. We assess the balance related to any arrangements in process and determine if the enforceable right to payment creates a material contract asset requiring disclosure. No material arrangements in process existed as of March 31, 2021 and 2020. 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 March 31, 2021 and 2020 was not material. |
Stock Compensation
Stock Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Stock Compensation [Abstract] | |
Stock Compensation | 13. Stock Compensation Overview We have stock option and stock incentive plans for employees and non-employee Directors that provide for grants of restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance stock units (“PSUs”), and options to purchase shares of our common stock at exercise prices generally equal to the fair value of such stock at the dates of grant. We also maintain a shareholder-approved Employee Stock Purchase Plan (the “ESPP”) for the benefit of our employees. The ESPP allows eligible employees to purchase common stock on a regular basis at the lower of 85 % of the market price at the beginning or end of each offering period. Equity Grants During the three months ended March 31, 2021 the Compensation Committee of our Board of Directors (the “Committee”) authorized awards from approved stock incentive plans of RSUs to certain employees, and RSAs and PSUs to certain Company officers, which, assuming that performance under the PSUs were to be achieved at target levels, together totaled 381,000 shares and had an aggregate grant date market value of $ 9.5 million. During the three months ended March 31, 2020 the Committee authorized awards from approved stock incentive plans of RSUs to certain employees, and RSAs and PSUs to certain Company officers, which, assuming that performance under the PSUs were to be achieved at target levels, together totaled 255,000 shares and had an aggregate grant date market value of $ 6.6 million. The PSUs granted in 2020 represent the right to receive from 60 % to 150 % of the target number of shares of common stock. In February 2021 the Committee used structured discretion to determine that the 2020 PSUs were earned and should be paid out at 100 % of target resulting in a modification of the award which resulted in $ 960,000 compensation expense during the three months ended March 31, 2021 related to these performance awards. The Committee authorized, from approved stock incentive plans, grants of stock options to purchase a total of 226,000 and 212,000 shares to certain Company officers during the three months ended March 31, 2021 and 2020, respectively. The exercise prices of the options were equal to the closing stock prices on their respective grant dates. Employees purchased common stock totaling 36,000 and 30,000 shares in the three months ended March 31, 2021 and 2020, respectively, through the ESPP. Stock Compensation Expense The following weighted - average assumptions were used to determine the fair value of options and shares purchased under the ESPP: Three Months Ended March 31, 2021 Stock Options ESPP Expected life 5.0 Years 0.5 Years Expected stock price volatility 0.40 0.46 Risk-free interest rate 0.57 % 0.09 % The following table summarizes total stock compensation expenses prior to the capitalization of amounts into deferred preservation and inventory costs (in thousands): Three Months Ended March 31, 2021 2020 RSA, RSU, and PSU expense $ 2,050 $ 2,156 Stock option and ESPP expense 587 533 Total stock compensation expense $ 2,637 $ 2,689 Included in the total stock compensation expense, as applicable in each period, were expenses related to RSAs, RSUs, PSUs, and stock options issued in each respective year, as well as those issued in prior periods that continue to vest during the period, and compensation related to the ESPP. These amounts were recorded as stock compensation expense and were subject to our normal allocation of expenses to inventory costs and deferred preservation costs. We capitalized $ 157,000 in the three months ended March 31, 2021, and $ 125,000 in the three months ended March 31, 2020, of the stock compensation expense into our inventory costs and deferred preservation costs. As of March 31, 2021 we had total unrecognized compensation costs of $ 14.8 million related to RSAs, RSUs, and PSUs and $ 3.2 million related to unvested stock options. As of March 31, 2021 this expense is expected to be recognized over a weighted-average period of 1.7 years for PSUs, 2.3 years for stock options, 2.4 years for RSUs, and 1.7 years for RSAs. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Loss Per Share [Abstract] | |
Loss Per Share | 14. Loss per Share The following table sets forth the computation of basic and diluted loss per common share (in thousands, except per share data): Three Months Ended March 31, Basic loss per common share 2021 2020 Net loss $ ( 3,138 ) $ ( 6,665 ) Net loss allocated to participating securities 23 43 Net loss allocated to common shareholders $ ( 3,115 ) $ ( 6,622 ) Basic weighted-average common shares outstanding 38,738 37,390 Basic loss per common share $ ( 0.08 ) $ ( 0.18 ) Three Months Ended March 31, Diluted loss per common share 2021 2020 Net loss $ ( 3,138 ) $ ( 6,665 ) Net loss allocated to participating securities 23 43 Net loss allocated to common shareholders $ ( 3,115 ) $ ( 6,622 ) Basic weighted-average common shares outstanding 38,738 37,390 Effect of dilutive stock options and awards -- -- Diluted weighted-average common shares outstanding 38,738 37,390 Diluted loss per common share $ ( 0.08 ) $ ( 0.18 ) We excluded stock options from the calculation of diluted weighted-average common shares outstanding if the per share value, including the sum of (i) the exercise price of the options and (ii) the amount of the compensation cost attributed to future services and not yet recognized, was greater than the average market price of the shares because the inclusion of these stock options would be antidilutive to loss per common share. Accordingly, for the three months ended March 31, 2021 and 2020 all stock options and awards were excluded from the calculation of diluted weighted-average common shares outstanding as these would be antidilutive due to the net loss. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Information [Abstract] | |
Segment Information | 15. Segment Information We have two reportable segments organized according to our products and services: Medical Devices and Preservation Services. The Medical Devices segment includes external revenues from product sales of aortic stents and stent grafts, surgical sealants, On-X, and other product revenues. Aortic stents and stent grafts include JOTEC, AMDS and NEXUS product revenues. Surgical sealants include BioGlue Surgical Adhesive product revenues. The Preservation Services segment includes external services revenues from the preservation of cardiac and vascular tissues. There are no intersegment revenues. The primary measure of segment performance, as viewed by our management, is segment gross margin or net external revenues less cost of products and preservation services. We do not segregate assets by segment; therefore, asset information is excluded from the segment disclosures below. The following table summarizes revenues, cost of products and preservation services, and gross margins for our operating segments (in thousands): Three Months Ended March 31, 2021 2020 Revenues: Medical devices $ 53,345 $ 46,420 Preservation services 17,742 20,009 Total revenues 71,087 66,429 Cost of products and preservation services: Medical devices 14,911 13,040 Preservation services 8,338 9,218 Total cost of products and preservation services 23,249 22,258 Gross margin: Medical devices 38,434 33,380 Preservation services 9,404 10,791 Total gross margin $ 47,838 $ 44,171 The following table summarizes net revenues by product and service (in thousands): Three Months Ended March 31, 2021 2020 Products: Aortic stents and stent grafts $ 20,205 15,468 Surgical sealants 17,828 16,737 On-X 13,095 12,202 Other 2,217 2,013 Total products 53,345 46,420 Preservation services 17,742 20,009 Total revenues $ 71,087 $ 66,429 |
Basis Of Presentation (Policy)
Basis Of Presentation (Policy) | 3 Months Ended |
Mar. 31, 2021 | |
Basis Of Presentation [Abstract] | |
New Accounting Standards | New Accounting Standards Recently Adopted In August 2020 the FASB issued ASC Update No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). The update simplifies the accounting for convertible instruments by eliminating two accounting models (i.e., the cash conversion model and beneficial conversion feature mode) and reducing the number of embedded conversion features that could be recognized separately from the host contract. ASU 2020-06 also enhances transparency and improves disclosures for convertible instruments and earnings per share guidance. On January 1, 2021, we adopted ASU 2020-06 using the modified retrospective approach and recorded $ 20.4 million to increase long-term debt, $ 3.2 million to reduce retained earnings, and $ 16.4 million to reduce additional paid-in capital included on the Condensed Consolidated Balance Sheets. See Note 10 for further discussion of convertible debt. In December 2019 the FASB issued ASC Update No. 2019- 12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendments are effective for public entities in fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We adopted ASU 2019-02 on January 1, 2021 and the adoption did not have an impact on our financial condition or results of operation. |
Acquisition Of Ascyrus (Tables)
Acquisition Of Ascyrus (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Acquisition Of Ascyrus [Abstract] | |
Purchase Price Allocation | Consideration Cash paid for acquisition $ 62,359 Common stock issued 20,000 Contingent consideration 55,407 Fair value of total consideration $ 137,766 Purchase Price Allocation Cash and cash equivalents $ 4,017 Intangible assets 72,600 Net other assets/liabilities acquired ( 1,366 ) Goodwill 62,515 Net assets acquired $ 137,766 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Financial Instruments [Abstract] | |
Summary Of Financial Instruments Measured At Fair Value | March 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 10,006 $ -- $ -- $ 10,006 Restricted securities: Money market funds 550 -- -- 550 Endospan loan -- -- 409 409 Total assets $ 10,556 $ -- $ 409 $ 10,965 Current liabilities: Contingent consideration -- -- ( 16,800 ) ( 16,800 ) Long-term liabilities: Contingent consideration -- -- ( 44,100 ) ( 44,100 ) Total liabilities $ -- $ -- $ ( 60,900 ) $ ( 60,900 ) December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 11,484 $ -- $ -- $ 11,484 Restricted securities: Money market funds 546 -- -- 546 Endospan loan -- -- 409 409 Total assets $ 12,030 $ -- $ 409 $ 12,439 Current liabilities: Contingent consideration -- -- ( 16,430 ) ( 16,430 ) Long-term liabilities: Contingent consideration -- -- ( 43,500 ) ( 43,500 ) Total liabilities $ -- $ -- $ ( 59,930 ) $ ( 59,930 ) |
Reconciliation Of Changes In Fair Value Of Level 3 Liabilities | Endospan Loan Contingent Consideration Balance as of December 31, 2020 $ 409 Balance as of December 31, 2020 $ ( 59,930 ) Change in valuation -- Change in valuation ( 970 ) Balance as of March 31, 2021 $ 409 Balance as of March 31, 2021 $ ( 60,900 ) |
Cash Equivalents And Restrict_2
Cash Equivalents And Restricted Securities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Cash Equivalents And Restricted Securities [Abstract] | |
Summary Of Cash Equivalents And Restricted Securities | Unrealized Estimated Holding Market March 31, 2021 Cost Basis Gains Value Cash equivalents: Money market funds $ 10,006 $ -- $ 10,006 Restricted securities: Money market funds 550 -- 550 Total assets $ 10,556 $ -- $ 10,556 Unrealized Estimated Holding Market December 31, 2020 Cost Basis Gains Value Cash equivalents: Money market funds $ 11,484 $ -- $ 11,484 Restricted securities: Money market funds 546 -- 546 Total assets $ 12,030 $ -- $ 12,030 |
Inventories And Deferred Pres_2
Inventories And Deferred Preservation Costs (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventories And Deferred Preservation Costs [Abstract] | |
Schedule Of Inventories | March 31, December 31, 2021 2020 Raw materials and supplies $ 34,789 $ 33,625 Work-in-process 7,730 6,318 Finished goods 30,856 33,095 Total inventories $ 73,375 $ 73,038 |
Goodwill And Other Intangible_2
Goodwill And Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Other Intangible Assets [Abstract] | |
Schedule Of Carrying Values Of Indefinite Lived Intangible Assets | March 31, December 31, 2021 2020 Goodwill $ 253,950 260,061 In-process R&D 2,286 2,392 Procurement contracts and agreements 2,013 2,013 Trademarks 765 765 |
Schedule Of Goodwill By Reportable Segment | Medical Devices Segment Balance as of December 31, 2020 $ 260,061 Ascyrus acquisition ( 843 ) Revaluation of goodwill denominated in foreign currency ( 5,268 ) Balance as of March 31, 2021 $ 253,950 |
Schedule Of Gross Carrying Values, Accumulated Amortization, And Approximate Amortization Period Of Definite Lived Intangible Assets | Gross Carrying Accumulated Amortization March 31, 2021 Value Amortization Period Acquired technology $ 217,238 $ 38,274 11 – 22 Years Customer lists and relationships 31,218 8,494 13 – 22 Years Distribution and manufacturing rights and know-how 14,254 5,780 5 – 15 Years Patents 3,963 3,120 17 Years Other 3,403 1,234 4 – 5 Years Gross Carrying Accumulated Amortization December 31, 2020 Value Amortization Period Acquired technology $ 222,182 $ 36,091 11 – 22 Years Customer lists and relationships 31,316 8,132 13 – 22 Years Distribution and manufacturing rights and know-how 14,728 5,349 5 – 15 Years Patents 3,966 3,113 17 Years Other 3,453 1,073 4 – 5 Years |
Summary Of Amortization Expense | Three Months Ended March 31, 2021 2020 Amortization expense $ 4,260 $ 3,033 |
Scheduled Amortization Of Intangible Assets For Next Five Years | Remainder of 2021 2022 2023 2024 2025 2026 Total Amortization expense $ 12,540 16,175 15,727 15,381 13,246 12,826 $ 85,895 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule Of Supplemental Balance Sheet Information Related To Leases | Operating leases: March 31, 2021 December 31, 2020 Operating lease right-of-use assets $ 48,859 $ 28,242 Accumulated amortization ( 9,786 ) ( 9,671 ) Operating lease right-of-use assets, net $ 39,073 $ 18,571 Current maturities of operating leases $ 1,548 $ 5,763 Non-current maturities of operating lease 38,441 14,034 Total operating lease liabilities $ 39,989 $ 19,797 Finance leases: Property and equipment, at cost $ 7,208 $ 7,620 Accumulated amortization ( 1,897 ) ( 1,905 ) Property and equipment, net $ 5,311 $ 5,715 Current maturities of finance leases $ 578 $ 614 Non-current maturities of finance leases 4,930 5,300 Total finance lease liabilities $ 5,508 $ 5,914 Weighted average remaining lease term (in years): Operating leases 13.2 5.1 Finance leases 9.5 9.8 Weighted average discount rate: Operating leases 5.9 % 5.2 % Finance leases 2.0 % 2.0 % |
Summary Of Lease Costs | Three Months Ended March 31, 2021 2020 Amortization of property and equipment $ 154 $ 162 Interest expense on finance leases 29 29 Total finance lease expense 183 191 Operating lease expense 1,758 1,748 Sublease income ( 124 ) ( 226 ) Total lease expense $ 1,817 $ 1,713 |
Schedule Of Supplemental Cash Flow Information Related To Leases | Three Months Ended Three Months Ended Cash paid for amounts included in the measurement of lease liabilities: March 31, 2021 March 31, 2020 Operating cash flows for operating leases $ 1,500 $ 29 Financing cash flows for finance leases 144 1,745 Operating cash flows for finance leases 28 147 |
Schedule Of Minimum Lease Payments For Finance, Operating, And Sublease Income Leases | Finance Operating Sublease Leases Leases Income Remainder of 2021 $ 512 $ 2,650 $ 275 2022 642 4,653 305 2023 641 5,268 -- 2024 637 4,973 -- 2025 618 4,160 -- Thereafter 2,999 38,922 -- Total minimum lease payments $ 6,049 $ 60,626 $ 580 Less amount representing interest ( 541 ) ( 20,637 ) Present value of net minimum lease payments 5,508 39,989 Less current maturities ( 578 ) ( 1,548 ) Lease liabilities, less current maturities $ 4,930 $ 38,441 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt [Abstract] | |
Schedule Of Short-Term And Long-Term Balances Of Term Loan | March 31, December 31, 2021 2020 Term loan balance $ 217,688 $ 218,250 Convertible senior notes 100,000 79,555 2.45% Sparkasse Zollernalb (KFW Loan 1) 782 886 1.40% Sparkasse Zollernalb (KFW Loan 2) 1,319 1,457 Total loan balance 319,789 300,148 Less unamortized loan origination costs ( 8,557 ) ( 8,485 ) Net borrowings 311,232 291,663 Less short-term loan balance ( 1,174 ) ( 1,195 ) Long-term loan balance $ 310,058 $ 290,468 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue Recognition [Abstract] | |
Disaggregation Of Revenue | Three Months Ended March 31, 2021 2020 (Unaudited) Domestic hospitals $ 36,229 $ 36,336 International hospitals 26,128 19,737 International distributors 8,642 10,245 CardioGenesis cardiac laser therapy 88 111 Total sources of revenue $ 71,087 $ 66,429 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stock Compensation [Abstract] | |
Schedule Of Weighted-Average Assumptions Used To Determine The Fair Value Of Options | Three Months Ended March 31, 2021 Stock Options ESPP Expected life 5.0 Years 0.5 Years Expected stock price volatility 0.40 0.46 Risk-free interest rate 0.57 % 0.09 % |
Summary Of Total Stock Compensation Expenses | Three Months Ended March 31, 2021 2020 RSA, RSU, and PSU expense $ 2,050 $ 2,156 Stock option and ESPP expense 587 533 Total stock compensation expense $ 2,637 $ 2,689 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Loss Per Share [Abstract] | |
Computation Of Basic And Diluted (Loss) Income Per Common Share | Three Months Ended March 31, Basic loss per common share 2021 2020 Net loss $ ( 3,138 ) $ ( 6,665 ) Net loss allocated to participating securities 23 43 Net loss allocated to common shareholders $ ( 3,115 ) $ ( 6,622 ) Basic weighted-average common shares outstanding 38,738 37,390 Basic loss per common share $ ( 0.08 ) $ ( 0.18 ) Three Months Ended March 31, Diluted loss per common share 2021 2020 Net loss $ ( 3,138 ) $ ( 6,665 ) Net loss allocated to participating securities 23 43 Net loss allocated to common shareholders $ ( 3,115 ) $ ( 6,622 ) Basic weighted-average common shares outstanding 38,738 37,390 Effect of dilutive stock options and awards -- -- Diluted weighted-average common shares outstanding 38,738 37,390 Diluted loss per common share $ ( 0.08 ) $ ( 0.18 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Information [Abstract] | |
Revenues, Cost Of Products And Services, And Gross Margins For Operating Segments | Three Months Ended March 31, 2021 2020 Revenues: Medical devices $ 53,345 $ 46,420 Preservation services 17,742 20,009 Total revenues 71,087 66,429 Cost of products and preservation services: Medical devices 14,911 13,040 Preservation services 8,338 9,218 Total cost of products and preservation services 23,249 22,258 Gross margin: Medical devices 38,434 33,380 Preservation services 9,404 10,791 Total gross margin $ 47,838 $ 44,171 |
Summary Of Net Revenues By Product And Service | Three Months Ended March 31, 2021 2020 Products: Aortic stents and stent grafts $ 20,205 15,468 Surgical sealants 17,828 16,737 On-X 13,095 12,202 Other 2,217 2,013 Total products 53,345 46,420 Preservation services 17,742 20,009 Total revenues $ 71,087 $ 66,429 |
Basis Of Presentation (Narrativ
Basis Of Presentation (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Adoption adjustment long-term debt | $ 311,232 | $ 291,663 | ||
Adoption adjustment | 297,331 | 328,713 | $ 276,609 | $ 285,696 |
Retained Earnings [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Adoption adjustment | 13,671 | 20,022 | 30,039 | 36,704 |
Additional Paid-In Capital [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Adoption adjustment | 301,449 | 316,192 | $ 273,821 | $ 271,782 |
Cumulative Effect, Period of Adoption, Adjustment [Member] | Accounting Standards Update 2020-06 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Adoption adjustment long-term debt | 20,400 | |||
Adoption adjustment | (19,639) | |||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Accounting Standards Update 2020-06 [Member] | Retained Earnings [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Adoption adjustment | (3,213) | 3,200 | ||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Accounting Standards Update 2020-06 [Member] | Additional Paid-In Capital [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Adoption adjustment | $ (16,426) | $ 16,400 |
Acquisition Of Ascyrus (Narrati
Acquisition Of Ascyrus (Narrative) (Details) - USD ($) $ in Thousands | Sep. 02, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Current portion of contingent consideration | $ 16,800 | $ 16,430 | |
Noncurrent portion of contingent consideration | 44,100 | 43,500 | |
Goodwill | 253,950 | 260,061 | |
Cash distribution from escrow | 777 | ||
Following FDA Approval For AMDS [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate amount of consideration transferred | 120,000 | ||
Ascyrus Medical LLC [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate amount of consideration transferred | $ 82,400 | ||
Total consideration | 137,766 | ||
Equity ownership percent | 100.00% | ||
Cash consideration | $ 62,400 | ||
Common shares issued | 991,800 | ||
Common stock value issued in business combination | $ 20,000 | ||
Period for weighted average closing price | 10 days | ||
Current portion of contingent consideration | 16,800 | 16,400 | |
Noncurrent portion of contingent consideration | 44,100 | $ 43,500 | |
Goodwill | 62,515 | ||
Fair value of combined purchase consideration | $ 137,800 | ||
Contingent consideration, fair value adjustment | 970 | ||
Amount of goodwill deducted for tax purposes | 61,200 | ||
Fair value of total consideration | $ 137,766 | ||
Ascyrus Medical LLC [Member] | FDA Approval IDE for AMDS [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | 60,000 | ||
Common stock value issued in business combination | 20,000 | ||
Ascyrus Medical LLC [Member] | FDA Approval IDE for AMDS [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate amount of consideration transferred | 200,000 | ||
Ascyrus Medical LLC [Member] | FDA Approves Premarket Approval [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | 10,000 | ||
Common stock value issued in business combination | 10,000 | ||
Ascyrus Medical LLC [Member] | AMDS Obtained In Japan [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | 25,000 | ||
Ascyrus Medical LLC [Member] | AMDS Obtained In China [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | 10,000 | ||
Ascyrus Medical LLC [Member] | If Japan Or China Obtains Approval [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | 10,000 | ||
Ascyrus Medical LLC [Member] | Additional Potential Cash Payment If Japan Or China Obtains Approval [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | 55,000 | ||
Ascyrus Medical LLC [Member] | Additional Potential Cash Payment If Japan Or China Obtains Approval [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | 65,000 | ||
Ascyrus Medical LLC [Member] | Additional Potential Cash Payment If Japan Or China Obtains Approval [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 75,000 | ||
Ascyrus Medical LLC [Member] | Following FDA Approval For AMDS [Member] | |||
Business Acquisition [Line Items] | |||
Period of required contingent consideration | 3 years |
Acquisition Of Ascyrus (Purchas
Acquisition Of Ascyrus (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Purchase Price Allocation | ||
Goodwill | $ 253,950 | $ 260,061 |
Ascyrus Medical LLC [Member] | ||
Consideration | ||
Cash paid for acquisition | 62,359 | |
Common stock issued | 20,000 | |
Contingent consideration | 55,407 | |
Fair value of total consideration | 137,766 | |
Purchase Price Allocation | ||
Cash and cash equivalents | 4,017 | |
Intangible assets | 72,600 | |
Net other assets/liabilities acquired | (1,366) | |
Goodwill | 62,515 | |
Net assets acquired | $ 137,766 |
Agreements With Endospan (Narra
Agreements With Endospan (Narrative) (Details) - Endospan [Member] - USD ($) | Sep. 11, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Variable Interest Entity [Line Items] | ||||||
Securities purchase option agreement | $ 1,000,000 | $ 1,000,000 | ||||
Securities purchase option agreement, expiration period | 90 days | |||||
Per three tranches of funding | $ 5,000,000 | |||||
Funded second tranche payment | $ 5,000,000 | |||||
Required percentage of number of patients before third tranche of loan funding can be acquired | 50.00% | |||||
Investment in VIE | $ 15,000,000 | $ 20,000,000 | ||||
Additional amounts | $ 5,000,000 | |||||
Endospan loan, fair value | 409,000 | $ 409,000 | $ 358,000 | |||
Securities option agreement, fair value | 4,800,000 | 4,800,000 | ||||
Distribution agreements, fair value | $ 7,200,000 | $ 8,000,000 | ||||
Minimum [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Option to purchase outstanding securities | 350,000,000 | |||||
Maximum [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Option to purchase outstanding securities | $ 450,000,000 | |||||
Secured Debt [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Loan provided | 15,000,000 | |||||
JOTEC GmbH [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Distribution fee | $ 9,000,000 |
Financial Instruments (Summary
Financial Instruments (Summary Of Financial Instruments Measured At Fair Value) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | $ 10,965 | $ 12,439 |
Current contingent consideration | (16,800) | (16,430) |
Long-term contingent consideration | (44,100) | (43,500) |
Total liabilities | (60,900) | (59,930) |
Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 10,006 | 11,484 |
Restricted securities | 550 | 546 |
Endospan Loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loan | 409 | 409 |
Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 10,556 | 12,030 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 10,006 | 11,484 |
Restricted securities | 550 | 546 |
Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | ||
Current contingent consideration | ||
Long-term contingent consideration | ||
Total liabilities | ||
Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | ||
Restricted securities | ||
Level 2 [Member] | Endospan Loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loan | ||
Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 409 | 409 |
Current contingent consideration | (16,800) | (16,430) |
Long-term contingent consideration | (44,100) | (43,500) |
Total liabilities | (60,900) | (59,930) |
Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | ||
Restricted securities | ||
Level 3 [Member] | Endospan Loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loan | $ 409 | $ 409 |
Financial Instruments (Reconcil
Financial Instruments (Reconciliation Of Changes In Fair Value Of Level 3 Liabilities) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Financial Instruments [Abstract] | |
Beginning balance, Endospan Loan | $ 409 |
Change in valuation | |
Ending balance, Endospan Loan | 409 |
Beginning balance, Contingent Consideration | (59,930) |
Change in valuation | (970) |
Ending balance, Contingent Consideration | $ (60,900) |
Cash Equivalents And Restrict_3
Cash Equivalents And Restricted Securities (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | $ 550,000 | $ 546,000 | |
Gross realized gains or losses on cash equivalents | 0 | $ 0 | |
Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | 550,000 | 546,000 | |
Maturity Date Within Three Months [Member] | Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | $ 550,000 | $ 546,000 | |
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 |
Cash Equivalents And Restrict_4
Cash Equivalents And Restricted Securities (Summary Of Cash Equivalents And Restricted Securities) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Cash and Cash Equivalents [Line Items] | ||||
Cash Equivalents, Cost Basis | $ 57,102 | $ 61,958 | $ 63,877 | $ 34,294 |
Cost Basis | 10,556 | 12,030 | ||
Restricted Securities, Cost Basis | 550 | 546 | ||
Unrealized Holding Gains | ||||
Estimated Market Value | 10,556 | 12,030 | ||
Money Market Funds [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash Equivalents, Cost Basis | 10,006 | 11,484 | ||
Restricted Securities, Cost Basis | 550 | 546 | ||
Unrealized Holding Gains | ||||
Cash Equivalents, Estimated Market Value | 10,006 | 11,484 | ||
Restricted Securities, Estimated Market Value | $ 550 | $ 546 |
Inventories And Deferred Pres_3
Inventories And Deferred Preservation Costs (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Total deferred preservation costs | $ 39,250 | $ 36,546 |
Consignment inventory | $ 13,400 | $ 11,900 |
Domestic [Member] | ||
Inventory [Line Items] | ||
Consignment inventory percentage | 43.00% | 47.00% |
Foreign [Member] | ||
Inventory [Line Items] | ||
Consignment inventory percentage | 57.00% | 53.00% |
Inventories And Deferred Pres_4
Inventories And Deferred Preservation Costs (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventories And Deferred Preservation Costs [Abstract] | ||
Raw materials and supplies | $ 34,789 | $ 33,625 |
Work-in-process | 7,730 | 6,318 |
Finished goods | 30,856 | 33,095 |
Total inventories | $ 73,375 | $ 73,038 |
Goodwill And Other Intangible_3
Goodwill And Other Intangible Assets (Schedule Of Carrying Values Of Indefinite Lived Intangible Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill | $ 253,950 | $ 260,061 |
In-Process R&D [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Total indefinite lived intangible assets | 2,286 | 2,392 |
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 | $ 765 | $ 765 |
Goodwill And Other Intangible_4
Goodwill And Other Intangible Assets (Schedule Of Goodwill By Reportable Segment) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill And Other Intangible Assets [Abstract] | |
Beginning balance | $ 260,061 |
Ascyrus acquisition | (843) |
Revaluation of goodwill denominated in foreign currency | (5,268) |
Ending balance | $ 253,950 |
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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Acquired Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 217,238 | $ 222,182 |
Accumulated amortization | 38,274 | 36,091 |
Customer Lists And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 31,218 | 31,316 |
Accumulated amortization | 8,494 | 8,132 |
Distribution And Manufacturing Rights And Know-How [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 14,254 | 14,728 |
Accumulated amortization | 5,780 | 5,349 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 3,963 | 3,966 |
Accumulated amortization | 3,120 | 3,113 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 3,403 | 3,453 |
Accumulated amortization | $ 1,234 | $ 1,073 |
Minimum [Member] | Acquired Technology [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] | Distribution And Manufacturing Rights And Know-How [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years | 5 years |
Minimum [Member] | Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 4 years | 4 years |
Maximum [Member] | Acquired Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 22 years | 22 years |
Maximum [Member] | Customer Lists And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 22 years | 22 years |
Maximum [Member] | Distribution And Manufacturing Rights And Know-How [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 15 years | 15 years |
Maximum [Member] | Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 17 years | 17 years |
Maximum [Member] | Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years | 5 years |
Goodwill And Other Intangible_6
Goodwill And Other Intangible Assets (Summary Of Amortization Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill And Other Intangible Assets [Abstract] | ||
Amortization expense | $ 4,260 | $ 3,033 |
Goodwill And Other Intangible_7
Goodwill And Other Intangible Assets (Scheduled Amortization Of Intangible Assets For Next Five Years) (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Goodwill And Other Intangible Assets [Abstract] | |
Remainder of 2021 | $ 12,540 |
2022 | 16,175 |
2023 | 15,727 |
2024 | 15,381 |
2025 | 13,246 |
2026 | 12,826 |
Total | $ 85,895 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective income tax rate | 30.00% | 18.00% | ||
Valuation allowances against deferred tax assets | $ 9,400 | $ 7,200 | ||
Net deferred tax liability | 27,600 | 33,300 | ||
Income tax expense | (1,363) | $ (1,470) | ||
Adoption adjustment | 297,331 | 276,609 | 328,713 | $ 285,696 |
Reduction to income taxes payable and deferred tax assets | 1,300 | |||
Error Adjustment [Member] | ||||
Income tax expense | 1,800 | |||
Correction In Calculation Of Valuation Allowance And Uncertain Tax Position [Member] | ||||
Increase in valuation allowance | 1,800 | |||
Accounting Standards Update 2020-06 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||
Adoption adjustment | (19,639) | |||
Retained Earnings [Member] | ||||
Adoption adjustment | 13,671 | 30,039 | 20,022 | 36,704 |
Retained Earnings [Member] | Accounting Standards Update 2020-06 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||
Adoption adjustment | (3,213) | 3,200 | ||
Additional Paid-In Capital [Member] | ||||
Adoption adjustment | 301,449 | $ 273,821 | 316,192 | $ 271,782 |
Additional Paid-In Capital [Member] | Accounting Standards Update 2020-06 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||
Adoption adjustment | $ (16,426) | $ 16,400 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jan. 06, 2021 | Dec. 31, 2020 |
Leases [Abstract] | |||
Right-of-use asset | $ 39,073 | $ 23,300 | $ 18,571 |
Discount rate | 6.41% |
Leases (Schedule Of Supplementa
Leases (Schedule Of Supplemental Balance Sheet Information Related To Leases) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jan. 06, 2021 | Dec. 31, 2020 |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 48,859 | $ 28,242 | |
Accumulated amortization | (9,786) | (9,671) | |
Operating lease right-of-use assets, net | 39,073 | $ 23,300 | 18,571 |
Current maturities of operating leases | 1,548 | 5,763 | |
Non-current maturities of operating leases | 38,441 | 14,034 | |
Total operating lease liabilities | 39,989 | 19,797 | |
Finance leases, Property and equipment, at cost | 7,208 | 7,620 | |
Finance leases, Accumulated amortization | (1,897) | (1,905) | |
Finance leases, property and equipment, net | 5,311 | 5,715 | |
Current maturities of finance leases | 578 | 614 | |
Non-current maturities of finance leases | 4,930 | 5,300 | |
Total finance lease liabilities | $ 5,508 | $ 5,914 | |
Weighted average remaining lease term (in years): Operating leases | 13 years 2 months 12 days | 5 years 1 month 6 days | |
Weighted average remaining lease term (in years): Finance leases | 9 years 6 months | 9 years 9 months 18 days | |
Weighted average discount rate: Operating leases | 5.90% | 5.20% | |
Weighted average discount rate: Finance leases | 2.00% | 2.00% |
Leases (Summary Of Lease Costs)
Leases (Summary Of Lease Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Amortization of property and equipment | $ 154 | $ 162 |
Interest expense on finance leases | 29 | 29 |
Total finance lease expense | 183 | 191 |
Operating lease expense | 1,758 | 1,748 |
Sublease income | (124) | (226) |
Total lease expense | $ 1,817 | $ 1,713 |
Leases (Schedule Of Supplemen_2
Leases (Schedule Of Supplemental Cash Flow Information Related To Leases) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 1,500 | $ 29 |
Financing cash flows for finance leases | 144 | 1,745 |
Operating cash flows for finance leases | $ 28 | $ 147 |
Leases (Schedule Of Minimum Lea
Leases (Schedule Of Minimum Lease Payments For Finance, Operating, And Sublease Income Leases) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Finance Leases, Remainder of 2021 | $ 512 | |
Finance Leases, 2022 | 642 | |
Finance Leases, 2023 | 641 | |
Finance Leases, 2024 | 637 | |
Finance Leases, 2025 | 618 | |
Finance Leases, Thereafter | 2,999 | |
Finance Leases, Total minimum lease payments | 6,049 | |
Finance Leases, Less amount representing interest | (541) | |
Finance Leases, Present value of net minimum lease payments | 5,508 | $ 5,914 |
Finance Leases, Less current maturities | (578) | (614) |
Finance lease obligations, less current maturities | 4,930 | 5,300 |
Operating Leases, Remainder of 2021 | 2,650 | |
Operating Leases, 2022 | 4,653 | |
Operating Leases, 2023 | 5,268 | |
Operating Leases, 2024 | 4,973 | |
Operating Leases, 2025 | 4,160 | |
Operating Leases, Thereafter | 38,922 | |
Operating Leases, Total minimum lease payments | 60,626 | |
Operating Leases, Less amount representing interest | (20,637) | |
Operating Leases, Present value of net minimum lease payments | 39,989 | 19,797 |
Operating Leases, Less current maturities | (1,548) | (5,763) |
Operating Leases, Lease liabilities, less current maturities | 38,441 | $ 14,034 |
Sublease Income, Remainder of 2021 | 275 | |
Sublease Income, 2022 | 305 | |
Sublease Income, Total minimum lease payments | $ 580 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | Jun. 18, 2020USD ($)$ / shares | Apr. 29, 2020USD ($) | Jun. 30, 2015 | Mar. 31, 2021USD ($)item | Mar. 31, 2020USD ($) | Sep. 30, 2018 | Jan. 01, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 01, 2017USD ($) |
Line of Credit Facility [Line Items] | |||||||||
Credit facility default interest rate | 2.00% | ||||||||
Credit facility aggregate interest rate | 4.25% | ||||||||
Credit facility commitment fee percentage | 0.50% | ||||||||
Adoption adjustment long-term debt | $ 311,232,000 | $ 291,663,000 | |||||||
Interest expense | $ 4,000,000 | $ 3,000,000 | |||||||
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] | |||||||||
Interest rate on amounts borrowed | 2.45% | ||||||||
1.40% Sparkasse Zollernalb (KFW Loan 2) [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate on amounts borrowed | 1.40% | ||||||||
Convertible Senior Notes [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Face value | $ 100,000,000 | ||||||||
Interest rate on amounts borrowed | 4.25% | ||||||||
Maturity date | Jul. 1, 2025 | ||||||||
Proceeds from issuance of convertible debt | $ 96,500,000 | ||||||||
Conversion ratio | 42.6203 | ||||||||
Conversion principle amount | $ 1,000 | ||||||||
Conversion price | $ / shares | $ 23.46 | ||||||||
Interest expense | $ 1,200,000 | ||||||||
Convertible Senior Notes [Member] | Circumstance I [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Conversion trading day threshold | item | 20 | ||||||||
Conversion consecutive trading day threshold | item | 30 | ||||||||
Conversion percentage of stock price threshold | 130.00% | ||||||||
Convertible Senior Notes [Member] | Circumstance II [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Conversion principle amount | $ 1,000 | ||||||||
Conversion trading day threshold | item | 5 | ||||||||
Conversion consecutive trading day threshold | item | 5 | ||||||||
Conversion percentage of stock price threshold | 98.00% | ||||||||
Convertible Senior Notes [Member] | Circumstance After July 5, 2023 [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Conversion trading day threshold | item | 20 | ||||||||
Conversion consecutive trading day threshold | item | 30 | ||||||||
Conversion percentage of stock price threshold | 130.00% | ||||||||
Conversion percentage of principal amount | 100.00% | ||||||||
Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility aggregate commitments | $ 30,000,000 | ||||||||
Credit facility maturity date | Dec. 1, 2022 | ||||||||
Credit facility outstanding balance | $ 30,000,000 | ||||||||
Maximum percentage allowed for total principal amount of loans | 25.00% | ||||||||
Credit facility aggregate interest rate | 5.20% | ||||||||
Credit facility repayments | $ 30,000,000 | ||||||||
Revolving Credit Facility [Member] | Amended Credit Agreement [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum percentage allowed for total principal amount of loans | 25.00% | ||||||||
Maximum principal amount of loans outstanding | $ 7,500,000 | ||||||||
First lien net leverage ratio | 3.4 | ||||||||
Minimum liquidity requirement | $ 12,000,000 | ||||||||
Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility margin | 3.00% | ||||||||
Revolving Credit Facility [Member] | Minimum [Member] | LIBOR [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility margin | 4.00% | ||||||||
Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility margin | 3.25% | ||||||||
Revolving Credit Facility [Member] | Maximum [Member] | LIBOR [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility margin | 4.25% | ||||||||
Secured Debt [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility aggregate commitments | 255,000,000 | ||||||||
Credit facility outstanding balance | $ 225,000,000 | ||||||||
Term Loan [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility maturity date | Dec. 1, 2024 | ||||||||
Term Loan [Member] | Base Rate [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility margin | 2.25% | 3.00% | |||||||
Term Loan [Member] | LIBOR [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility margin | 3.25% | 4.00% | |||||||
Accounting Standards Update 2020-06 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Adoption adjustment long-term debt | $ 20,400,000 | ||||||||
Accounting Standards Update 2020-06 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Convertible Senior Notes [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Adoption adjustment long-term debt | $ 100,000,000 |
Debt (Schedule Of Short-Term An
Debt (Schedule Of Short-Term And Long-Term Balances Of Term Loan) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 01, 2017 | Jun. 30, 2015 |
Debt Instrument [Line Items] | ||||
Total loan balance | $ 319,789 | $ 300,148 | ||
Less unamortized loan origination costs | (8,557) | (8,485) | ||
Total loan balance | 311,232 | 291,663 | ||
Less short-term loan balance | (1,174) | (1,195) | ||
Long-term loan balance | 310,058 | 290,468 | ||
2.45% Sparkasse Zollernalb (KFW Loan 1) [Member] | ||||
Debt Instrument [Line Items] | ||||
Total loan balance | 782 | 886 | ||
Interest rate on amounts borrowed | 2.45% | |||
1.40% Sparkasse Zollernalb (KFW Loan 2) [Member] | ||||
Debt Instrument [Line Items] | ||||
Total loan balance | 1,319 | 1,457 | ||
Interest rate on amounts borrowed | 1.40% | |||
Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Total loan balance | 217,688 | 218,250 | $ 225,000 | |
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total loan balance | $ 100,000 | $ 79,555 |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Other Commitments [Line Items] | ||
Unreported loss liability | $ 1,900,000 | $ 1,900,000 |
Recoverable insurance amounts | 1,000,000 | 974,000 |
Property and equipment, net | 31,497,000 | $ 33,077,000 |
PerClot [Member] | ||
Other Commitments [Line Items] | ||
Prepaid royalties | 1,500,000 | |
Net intangible assets | 1,700,000 | |
Property and equipment, net | 1,200,000 | |
Maximum [Member] | ||
Other Commitments [Line Items] | ||
Estimated loss | $ 4,100,000 | |
Starch Technology Purchase [Member] | ||
Other Commitments [Line Items] | ||
Term of distribution agreement | 15 years | |
Expected future contingent payment amounts | $ 1,000,000 | |
Number of notice days | 180 days |
Revenue Recognition (Disaggrega
Revenue Recognition (Disaggregation Of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total sources of revenue | $ 71,087 | $ 66,429 |
Domestic Hospitals [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total sources of revenue | 36,229 | 36,336 |
International Hospitals [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total sources of revenue | 26,128 | 19,737 |
International Distributors [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total sources of revenue | 8,642 | 10,245 |
CardioGenesis Cardiac Laser Therapy [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total sources of revenue | $ 88 | $ 111 |
Stock Compensation (Narrative)
Stock Compensation (Narrative) (Details) - USD ($) shares in Thousands | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Capitalized stock compensation expense | $ 157,000 | $ 125,000 | |
ESPP Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
ESPP, percentage of market price for eligible employees | 85.00% | ||
Employees purchased common stock, shares | 36 | 30 | |
RSAs, RSUs, And PSUs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized awards from approved stock incentive plans | 381 | 255 | |
Aggregate grant date market value | $ 9,500,000 | $ 6,600,000 | |
Unrecognized compensation costs | 14,800,000 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ 3,200,000 | ||
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 2 years 3 months 18 days | ||
Restricted Stock Awards (RSAs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year 8 months 12 days | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 2 years 4 months 24 days | ||
Performance Stock Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 960,000 | ||
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year 8 months 12 days | ||
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% | ||
Maximum [Member] | Short-term 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 | 100.00% | ||
Officers [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants of stock options | 226 | 212 |
Stock Compensation (Schedule Of
Stock Compensation (Schedule Of Weighted-Average Assumptions Used To Determine The Fair Value Of Options) (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life | 5 years |
Expected stock price volatility | 0.40% |
Risk-free interest rate | 0.57% |
ESPP Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life | 6 months |
Expected stock price volatility | 0.46% |
Risk-free interest rate | 0.09% |
Stock Compensation (Summary Of
Stock Compensation (Summary Of Total Stock Compensation Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock compensation expense | $ 2,637 | $ 2,689 |
RSA, RSU, And PSU Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock compensation expense | 2,050 | 2,156 |
Stock Option And ESPP Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock compensation expense | $ 587 | $ 533 |
Loss Per Share (Computation Of
Loss Per Share (Computation Of Basic And Diluted (Loss) Income Per Common Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Basic loss per common share | ||
Net loss | $ (3,138) | $ (6,665) |
Net loss allocated to participating securities | 23 | 43 |
Net loss allocated to common shareholders | $ (3,115) | $ (6,622) |
Basic weighted-average common shares outstanding | 38,738 | 37,390 |
Basic loss per common share | $ (0.08) | $ (0.18) |
Diluted loss per common share | ||
Net loss | $ (3,138) | $ (6,665) |
Net loss allocated to participating securities | 23 | 43 |
Net loss allocated to common shareholders | $ (3,115) | $ (6,622) |
Basic weighted-average common shares outstanding | 38,738 | 37,390 |
Diluted weighted-average common shares outstanding | 38,738 | 37,390 |
Diluted loss per common share | $ (0.08) | $ (0.18) |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 3 Months Ended | |
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 2 | |
Revenues | $ 71,087,000 | $ 66,429,000 |
Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | |
Operating Segments [Member] | Medical Devices [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 53,345,000 | $ 46,420,000 |
Segment Information (Revenues,
Segment Information (Revenues, Cost Of Products And Services, And Gross Margins For Operating Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 71,087 | $ 66,429 |
Total cost of products and preservation services | 23,249 | 22,258 |
Total gross margin | 47,838 | 44,171 |
Operating Segments [Member] | Medical Devices [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 53,345 | 46,420 |
Total cost of products and preservation services | 14,911 | 13,040 |
Total gross margin | 38,434 | 33,380 |
Operating Segments [Member] | Preservation Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 17,742 | 20,009 |
Total cost of products and preservation services | 8,338 | 9,218 |
Total gross margin | $ 9,404 | $ 10,791 |
Segment Information (Summary Of
Segment Information (Summary Of Net Revenues By Product And Service) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Product Information [Line Items] | ||
Total revenues | $ 71,087 | $ 66,429 |
Products [Member] | ||
Product Information [Line Items] | ||
Total revenues | 53,345 | 46,420 |
Aortic Stents And Stent Grafts [Member] | ||
Product Information [Line Items] | ||
Total revenues | 20,205 | 15,468 |
Surgical Sealants [Member] | ||
Product Information [Line Items] | ||
Total revenues | 17,828 | 16,737 |
On-X [Member] | ||
Product Information [Line Items] | ||
Total revenues | 13,095 | 12,202 |
Other [Member] | ||
Product Information [Line Items] | ||
Total revenues | 2,217 | 2,013 |
Preservation Services [Member] | ||
Product Information [Line Items] | ||
Total revenues | 17,742 | 20,009 |
Operating Segments [Member] | Products [Member] | ||
Product Information [Line Items] | ||
Total revenues | $ 53,345 | $ 46,420 |