Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 18, 2022 | Jun. 30, 2021 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-13165 | ||
Entity Registrant Name | ARTIVION, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 59-2417093 | ||
Entity Address, Address Line One | 1655 Roberts Boulevard N.W. | ||
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, $.01 par value | ||
Trading Symbol | AORT | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Public Float | $ 1,069,799,941 | ||
Entity Common Stock, Shares Outstanding | 40,115,521 | ||
Documents Incorporated By Reference | Documents Incorporated By Reference Document Parts Into Which IncorporatedProxy Statement for the Annual Meeting of Stockholders to be filed within 120 days after December 31, 2021 Part III | ||
Document Fiscal Year Focus | 2021 | ||
Entity Central Index Key | 0000784199 | ||
Document Fiscal Period Focus | FY | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Atlanta, Georgia | ||
Auditor Firm ID | 42 | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 55,010 | $ 61,412 |
Restricted securities | 546 | |
Trade receivables, net | 53,019 | 45,964 |
Other receivables | 5,086 | 2,788 |
Inventories, net | 76,971 | 73,038 |
Deferred preservation costs, net | 42,863 | 36,546 |
Prepaid expenses and other | 14,748 | 14,295 |
Total current assets | 247,697 | 234,589 |
Goodwill | 250,000 | 260,061 |
Operating lease right-of-use assets, net | 45,714 | 18,571 |
Property and equipment, net | 37,521 | 33,077 |
Other intangibles, net | 34,502 | 40,966 |
Deferred income taxes | 2,357 | 1,446 |
Other long-term assets | 8,267 | 14,603 |
Total assets | 793,052 | 789,404 |
Current liabilities: | ||
Accounts payable | 10,395 | 9,623 |
Accrued expenses | 7,687 | 7,472 |
Accrued compensation | 13,163 | 10,192 |
Taxes payable | 3,634 | 2,808 |
Accrued procurement fees | 3,689 | 3,619 |
Current portion of finance lease obligation | 528 | 614 |
Current maturities of operating leases | 3,149 | 5,763 |
Current portion of long-term debt | 1,630 | 1,195 |
Current portion of contingent consideration | 16,430 | |
Other | 1,078 | 2,752 |
Total current liabilities | 44,953 | 60,468 |
Long-term debt | 307,493 | 290,468 |
Contingent consideration | 49,400 | 43,500 |
Non-current maturities of operating leases | 44,869 | 14,034 |
Non-current finance leases obligations | 4,374 | 5,300 |
Deferred income taxes | 28,799 | 34,713 |
Deferred compensation liability | 5,952 | 5,518 |
Other | 6,484 | 6,690 |
Total liabilities | 492,324 | 460,691 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Preferred stock $0.01 par value per share, 5,000 shares authorized, no shares issued | ||
Common stock $0.01 par value per share, 75,000 shares authorized, 41,397 and 40,394 shares issued as of December 31, 2021 and 2020, respectively | 414 | 404 |
Additional paid-in capital | 322,874 | 316,192 |
Retained earnings | 1,975 | 20,022 |
Accumulated other comprehensive (loss) income | (9,887) | 6,743 |
Treasury stock, at cost, 1,487 shares as of December 31, 2021 and 2020 | (14,648) | (14,648) |
Total shareholders' equity | 300,728 | 328,713 |
Total liabilities and shareholders' equity | 793,052 | 789,404 |
Acquired Technology [Member] | ||
Current assets: | ||
Acquired technology, net | $ 166,994 | $ 186,091 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Shareholders' equity: | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 41,397,000 | 40,394,000 |
Treasury stock at cost, shares | 1,487,000 | 1,487,000 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | |||
Total revenues | $ 298,836 | $ 253,227 | $ 276,222 |
Cost of products and preservation services: | |||
Total cost of products and preservation services | 101,322 | 85,443 | 93,209 |
Gross margin | 197,514 | 167,784 | 183,013 |
Operating expenses: | |||
General, administrative, and marketing | 169,774 | 141,136 | 143,011 |
Research and development | 35,546 | 24,207 | 22,960 |
Total operating expenses | 205,320 | 165,343 | 165,971 |
Gain from sale of non-financial assets | 15,923 | ||
Operating income | 8,117 | 2,441 | 17,042 |
Interest expense | 16,887 | 16,698 | 14,886 |
Interest income | (79) | (217) | (738) |
Other expense, net | 6,136 | 3,134 | 1,250 |
(Loss) income before income taxes | (14,827) | (17,174) | 1,644 |
Income tax expense (benefit) | 7 | (492) | (76) |
Net (loss) income | $ (14,834) | $ (16,682) | $ 1,720 |
(Loss) income per share: | |||
Basic | $ (0.38) | $ (0.44) | $ 0.05 |
Diluted | $ (0.38) | $ (0.44) | $ 0.05 |
Weighted-average common shares outstanding: | |||
Basic | 38,983 | 37,861 | 37,118 |
Diluted | 38,983 | 37,861 | 37,860 |
Net (loss) income | $ (14,834) | $ (16,682) | $ 1,720 |
Other Comprehensive loss: | |||
Foreign currency translation adjustments | (16,630) | 15,332 | (2,517) |
Comprehensive loss | (31,464) | (1,350) | (797) |
Products [Member] | |||
Revenues: | |||
Total revenues | 221,597 | 179,299 | 197,246 |
Cost of products and preservation services: | |||
Total cost of products and preservation services | 65,196 | 50,128 | 55,022 |
Preservation Services [Member] | |||
Revenues: | |||
Total revenues | 77,239 | 73,928 | 78,976 |
Cost of products and preservation services: | |||
Total cost of products and preservation services | $ 36,126 | $ 35,315 | $ 38,187 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net cash flows from operating activities: | |||
Net (loss) income | $ (14,834) | $ (16,682) | $ 1,720 |
Adjustments to reconcile net (loss) income to net cash from operating activities: | |||
Depreciation and amortization | 23,977 | 20,712 | 18,317 |
Non-cash compensation | 10,711 | 6,912 | 8,799 |
Change in fair value of contingent consideration | 8,870 | 4,523 | |
Non-cash lease expense | 7,521 | 7,145 | 5,009 |
Write-down of inventories and deferred preservation costs | 5,377 | 3,443 | 1,488 |
Write-off of Endospan Option | 4,944 | ||
Non-cash interest expense | 2,005 | 3,656 | 1,631 |
Change in fair value of long-term loan receivable | 409 | 4,949 | |
Deferred income taxes | (4,470) | 4,283 | (2,305) |
Gain from sale of non-financial assets | (15,923) | ||
Other | 2,060 | 124 | 551 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | (1,404) | (2,720) | (6,177) |
Accounts payable, accrued expenses, and other liabilities | (1,893) | (9,157) | 251 |
Receivables | (11,560) | 9,938 | (5,332) |
Inventories and deferred preservation costs | (18,375) | (24,757) | (8,125) |
Net cash flows (used in) provided by operating activities | (2,585) | 12,369 | 15,827 |
Net cash flows from investing activities: | |||
Proceeds from sale of non-financial assets, net | 19,000 | ||
Ascyrus Acquisition, net of cash acquired | (59,119) | ||
Payments for Endospan Agreements | (5,000) | (15,000) | |
Capital expenditures | (13,091) | (7,328) | (8,072) |
Other | (249) | (1,681) | (871) |
Net cash flows provided by (used in) investing activities | 5,660 | (73,128) | (23,943) |
Net cash flows from financing activities: | |||
Proceeds from exercise of stock options and issuance of common stock | 3,756 | 2,432 | 4,758 |
Proceeds from issuance of convertible debt | 100,000 | ||
Proceeds from revolving line of credit | 30,000 | ||
Proceeds from financing insurance premiums | 2,815 | ||
Repayment of revolving line of credit | (30,000) | ||
Redemption and repurchase of stock to cover tax withholdings | (1,914) | (1,995) | (2,743) |
Payment of debt issuance costs | (2,219) | (3,647) | |
Repayment of debt | (3,085) | (5,346) | (2,780) |
Payment of contingent consideration | (8,200) | ||
Other | (561) | (651) | (728) |
Net cash flows (used in) provided by financing activities | (12,223) | 93,608 | (1,493) |
Effect of exchange rate changes on cash, cash equivalents, and restricted securities | 2,200 | (5,185) | 1,667 |
(Decrease) increase in cash, cash equivalents, and restricted securities | (6,948) | 27,664 | (7,942) |
Cash, cash equivalents, and restricted securities, beginning of year | 61,958 | 34,294 | 42,236 |
Cash, cash equivalents, and restricted securities, end of year | $ 55,010 | $ 61,958 | $ 34,294 |
Consolidated Statements Of Shar
Consolidated Statements Of Shareholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Treasury Stock [Member] | Total |
Balance at Dec. 31, 2018 | $ 385 | $ 260,361 | $ 34,984 | $ (6,072) | $ (14,591) | $ 275,067 |
Balance, shares at Dec. 31, 2018 | 38,463,000 | (1,484,000) | ||||
Net (loss) income | 1,720 | 1,720 | ||||
Other comprehensive (loss) income | (2,517) | (2,517) | ||||
Equity compensation | $ 2 | 9,409 | 9,411 | |||
Equity compensation, shares | 254,000 | |||||
Exercise of options | $ 3 | 3,292 | 3,295 | |||
Exercise of options, shares | 334,000 | |||||
Employee stock purchase plan | $ 1 | 1,462 | $ 1,463 | |||
Employee stock purchase plan, shares | 61,000 | 61,000 | ||||
Redemption and repurchase of stock to cover tax withholdings | $ (1) | (2,742) | $ (2,743) | |||
Redemption and repurchase of stock to cover tax withholdings, shares | (94,000) | |||||
Balance at Dec. 31, 2019 | $ 390 | 271,782 | 36,704 | (8,589) | $ (14,591) | 285,696 |
Balance, shares at Dec. 31, 2019 | 39,018,000 | (1,484,000) | ||||
Net (loss) income | (16,682) | (16,682) | ||||
Other comprehensive (loss) income | 15,332 | 15,332 | ||||
Stock issued for the Ascyrus Acquisition | $ 10 | 19,990 | 20,000 | |||
Stock issued for the Ascyrus Acquisition, shares | 992,000 | |||||
Equity component of the convertible note issuance | 16,426 | 16,426 | ||||
Equity compensation | $ 3 | 7,501 | 7,504 | |||
Equity compensation, shares | 296,000 | |||||
Exercise of options | $ 1 | 927 | $ (57) | 871 | ||
Exercise of options, shares | 89,000 | (3,000) | ||||
Employee stock purchase plan | $ 1 | 1,560 | $ 1,561 | |||
Employee stock purchase plan, shares | 83,000 | 83,000 | ||||
Redemption and repurchase of stock to cover tax withholdings | $ (1) | (1,994) | $ (1,995) | |||
Redemption and repurchase of stock to cover tax withholdings, shares | (84,000) | |||||
Balance (Accounting Standards Update 2020-06 [Member]) at Dec. 31, 2020 | (16,426) | (3,213) | (19,639) | |||
Balance at Dec. 31, 2020 | $ 404 | 316,192 | 20,022 | 6,743 | $ (14,648) | 328,713 |
Balance, shares at Dec. 31, 2020 | 40,394,000 | (1,487,000) | ||||
Net (loss) income | (14,834) | (14,834) | ||||
Other comprehensive (loss) income | (16,630) | (16,630) | ||||
Stock issued for the Ascyrus Acquisition | $ 6 | 9,994 | 10,000 | |||
Stock issued for the Ascyrus Acquisition, shares | 553,000 | |||||
Equity compensation | $ 3 | 11,274 | 11,277 | |||
Equity compensation, shares | 260,000 | |||||
Exercise of options | $ 1 | 2,145 | 2,146 | |||
Exercise of options, shares | 179,000 | |||||
Employee stock purchase plan | $ 1 | 1,608 | $ 1,609 | |||
Employee stock purchase plan, shares | 87,000 | 87,000 | ||||
Redemption and repurchase of stock to cover tax withholdings | $ (1) | (1,913) | $ (1,914) | |||
Redemption and repurchase of stock to cover tax withholdings, shares | (76,000) | |||||
Balance at Dec. 31, 2021 | $ 414 | $ 322,874 | $ 1,975 | $ (9,887) | $ (14,648) | $ 300,728 |
Balance, shares at Dec. 31, 2021 | 41,397,000 | (1,487,000) |
Basis Of Presentation And Summa
Basis Of Presentation And Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |
Basis Of Presentation And Summary Of Significant Accounting Policies | 1. Basis of Presentation and Summary of Significant Accounting Policies Nature of Business Artivion, Inc. (“Artivion,” the “Company,” “we,” or “us”), is a leader in the manufacturing, processing, and distribution of medical devices and implantable human tissues used in cardiac and vascular surgical procedures for patients with aortic disease. We have four major product families: aortic stents and stent grafts, surgical sealants, On-X® mechanical heart valves and related surgical products, and implantable cardiac and vascular human tissues. Aortic stents and stent grafts include JOTEC® stent grafts and surgical products (collectively, “JOTEC Products”), the Ascyrus Medical Dissection Stent (“AMDS”) hybrid prosthesis, and the NEXUS® endovascular stent graft system (“NEXUS”). Surgical sealants include BioGlue® Surgical Adhesive (“BioGlue”) products. In addition to these four major product families, we sell or distribute PhotoFix® bovine surgical patches, CardioGenesis® cardiac laser therapy, Therion® chorioamniotic allografts (previously marketed as NeoPatch®), and PerClot® hemostatic powder (prior to the sale to a subsidiary of Baxter International, Inc (“Baxter”)). Basis of Presentation and Principles of Consolidation We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The accompanying consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior-year amounts have been reclassified to conform to the current year presentation. Foreign Currencies Our revenues and expenses transacted in foreign currencies are remeasured as they occur at exchange rates in effect at the time of each transaction. Realized and unrealized gains and losses on foreign currency transactions are recorded as a component of Other expense, net on our Consolidated Statements of Operations and Comprehensive Loss. Realized and unrealized gains and losses were a loss of $5.5 million, a gain of $1.8 million, and a loss of $1.2 million for the years ended December 31, 2021, 2020, and 2019, respectively. Our assets and liabilities denominated in foreign currencies are recognized at the exchange rate in effect at the time of each transaction. At period end, the assets and liabilities are translated at the exchange rate in effect as of the balance sheet date and are recorded as a separate component of accumulated other comprehensive loss in the shareholders' equity section of our Consolidated Balance Sheets. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Estimates and assumptions are used when accounting for allowance for doubtful accounts, inventory, deferred preservation costs, acquired assets or businesses, intangible assets, deferred income taxes, commitments and contingencies (including product and tissue processing liability claims, claims incurred but not reported, and amounts recoverable from insurance companies), stock based compensation, certain accrued liabilities (including accrued procurement fees, income taxes, and financial instruments), and other items as appropriate. Revenue Recognition Contracts with Customers We routinely enter into contracts with customers that include general commercial terms and conditions, notification requirements for price increases, shipping terms and, in most cases, prices for the products and services that we offer. These agreements, however, do not obligate us to provide goods or services to the customer, and there is no consideration promised to us at the onset of these arrangements. For customers without separate agreements, we have a standard list price established by geography and by currency for all products and services, and our invoices contain standard terms and conditions that are applicable to those customers where a separate agreement is not controlling. Our performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and we accept the order. We identify performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. We generally recognize revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time we have an unconditional right to receive payment. Our prices are fixed and are not affected by contingent events that could impact the transaction price. We do not offer price concessions and do not accept payment that is less than the price stated when we accept the purchase order, except in rare credit related circumstances. We do not have any material performance obligations where we are acting as an agent for another entity. Revenues for products, including: aortic stents and stent grafts, surgical sealants, On-X products, and other medical devices, are typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenues from consignment are recognized when the medical device is implanted. We recognize revenues for preservation services when tissue is shipped to the customer. Warranty Our general product warranties do not extend beyond an assurance that the products or services delivered will be consistent with stated specifications and do not include separate performance obligations. Warranties included with our CardioGenesis cardiac laser products provide for annual maintenance services, which are priced separately and are recognized as revenues at the stand-alone price over the service period, whether invoiced separately or recognized based on our allocation of the transaction price. Significant Judgments in the Application of the Guidance in ASC 606 There are no significant judgments associated with the satisfaction of our performance obligations. We generally satisfy performance obligations upon shipment of the product or service obligation to the customer. This is consistent with the time in which the customer obtains control of the product or service. Performance obligations are also generally settled quickly after the purchase order acceptance, other than as identified for E-xtra Design Engineering products, therefore, the value of unsatisfied performance obligations at the end of any reporting period is immaterial. For performance obligations provided through our E-xtra Design Engineering product line, we determine the value of our enforceable right to payment based on the time required and costs incurred for design services and manufacture of the in-process device in relation to the total inputs required to complete the device. We consider variable consideration in establishing the transaction price. Forms of variable consideration potentially applicable to our arrangements include sales returns, rebates, volume-based bonuses, and prompt pay discounts. We use historical information along with an analysis of the expected value to properly calculate and to consider the need to constrain estimates of variable consideration. Such amounts are included as a reduction to revenue from the sale of products and services in the periods in which the related revenue is recognized and adjusted in future periods as necessary. Commissions and Contract Costs Sales commissions are earned upon completion of each performance obligation, and therefore, are expensed when incurred. These costs are included in General, administrative, and marketing expenses in the Consolidated Statements of Operations and Comprehensive Loss. We generally do not incur incremental charges associated with securing agreements with customers which would require capitalization and recovery over the life of the agreement. Practical Expedients Our payment terms for sales direct to customers are substantially less than the one-year collection period that falls within the practical expedient in the determination of whether a significant financing component exists. Shipping and Handling Charges Fees charged to customers for shipping and handling of products and tissues are included in product and preservation service revenues. The costs for shipping and handling of products and tissues are included as a component of cost of products and cost of preservation services. Taxes Collected from Customers Taxes collected on the value of transaction revenue are excluded from product and service revenues and cost of sales and are accrued in current liabilities until remitted to governmental authorities. Advertising Costs The costs to develop, produce, and communicate our advertising are expensed as incurred and are classified as General, administrative, and marketing expenses. The total amount of advertising expense included in our Consolidated Statements of Operations and Comprehensive Loss was $1.0 million, $1.1 million, and $1.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. Stock-Based Compensation We have stock option and stock incentive plans for employees and non-employee directors that provide for grants of restricted stock awards (“RSA”s), restricted stock units (“RSU”s), performance stock units (“PSU”s), and options to purchase shares of our common stock at exercise prices generally equal to the fair values of such stock at the dates of grant. We also maintain a shareholder approved Employee Stock Purchase Plan (the “ESPP”) for the benefit of our employees. The ESPP allows eligible employees the right to purchase common stock on a regular basis at the lower of 85% of the market price at the beginning or end of each offering period. The RSAs, RSUs, PSUs, and stock options granted by us typically vest over a one to three-year period. The stock options granted by us typically expire within seven years of the grant date. We value our RSAs, RSUs, and PSUs based on the stock price on the date of grant. We expense the related compensation cost of RSAs, and RSUs using the straight-line method over the vesting period. We expense the related compensation cost of PSUs based on the number of shares expected to be issued, if achievement of the performance component is probable, using a straight-line method over each vesting tranche of the award which results in accelerated recognition of expenses. The amount of compensation costs expensed related to PSUs is adjusted as needed if we deem that achievement of the performance component is no longer probable or if our expectation of the number of shares to be issued changes. We use a Black-Scholes model to value our stock option grants and expense the related compensation cost using the straight-line method over the vesting period. The fair value of our ESPP options is also determined using a Black-Scholes model and is expensed over the vesting period. The fair value of stock options and ESPP options is determined on the grant date using assumptions for the expected term, volatility, dividend yield, and the risk-free interest rate. The expected term is primarily based on the contractual term of the option and our data related to historic exercise and post-vesting forfeiture patterns, which is adjusted based on our expectations of future results. Our anticipated volatility level is primarily based on the historic volatility of our common stock, adjusted to remove the effects of certain periods of unusual volatility not expected to recur, and adjusted based on our expectations of future volatility, for the life of the option or option group. Our model includes a zero-dividend yield assumption and we do not anticipate paying dividends in the future. The risk-free interest rate is based on recent US Treasury note auction results with a similar life to that of the option. Our model does not include a discount for post-vesting restrictions, as we have not issued awards with such restrictions. The period expense for our stock compensation is determined based on the valuations discussed above and forfeitures are accounted for in the period awards are forfeited. Income Per Common Share Income per common share is computed using the two-class method, which requires us to include unvested RSAs that contain non-forfeitable rights to dividends (whether paid or unpaid) as participating securities in the income per common share calculation. Under the two-class method, net income is allocated to the weighted-average number of common shares outstanding during the period and the weighted-average participating securities outstanding during the period. The portion of net income that is allocated to the participating securities is excluded from basic and dilutive net income per common share. Diluted net income per share is computed using the weighted-average number of common shares outstanding plus the dilutive effects of outstanding stock options and awards and other dilutive instruments as appropriate. Financial Instruments Our financial instruments include cash equivalents, restricted securities, accounts receivable, notes receivable, accounts payable, and debt obligations. The financial assets’ and liabilities’ such as receivables, and accounts payable carrying values approximate their fair value due to their short-term duration, and the carrying value of their debt obligations approximate fair value as they contain variable interest rates that approximate market values. Other financial instruments are recorded as discussed in the sections below. Fair Value Measurements We record certain financial instruments at fair value on a recurring basis, including cash equivalents and certain restricted securities. We may make an irrevocable election to measure other financial instruments at fair value on an instrument-by-instrument basis. Fair value financial instruments are recorded in accordance with the fair value measurement framework. We also measure certain assets and liabilities at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as certain financial assets, long-lived assets, and non-amortizing intangible assets for impairment, allocating value to assets in an acquired asset group, applying accounting for business combinations, and the initial recognition of liabilities such as contingent consideration. We use the fair value measurement framework to value these assets and labilities and report these fair values in the periods in which they are recorded or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities;Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; andLevel 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to our unobservable estimates and assumptions. Our assumptions could vary depending on the asset or liability value and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. We may also engage external advisors to assist in determining fair value, as appropriate. Although we believe that the recorded fair values of our financial instruments are appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. Cash and Cash Equivalents Cash and cash equivalents consist primarily of highly liquid investments with maturity dates of three months or less at the time of acquisition. The carrying value of cash equivalents approximates fair value. We maintain depository accounts with certain financial institutions. Although these depository accounts may exceed government insured depository limits, we have evaluated the credit worthiness of these applicable financial institutions and determined the risk of material financial loss due to the exposure of such credit risk to be minimal. Cash Flow Supplemental Disclosures Supplemental disclosures of cash flow information for the years ended December 31 (in thousands): 2021 2020 2019Cash paid during the year for: Interest$ 14,407 $ 13,049 $ 13,297Income taxes 5,483 4,122 1,944 Non-cash investing and financing activities: Issuance of common stock for Ascyrus Acquisition$ -- $ 20,000 $ --Issuance of common stock for contingent consideration 10,000 -- --Operating lease right of use assets 31,726 1,864 2,604 Accounts Receivable and Allowance for Doubtful Accounts Our accounts receivable are primarily from hospitals and distributors that either use or distribute our products and tissues. We assess the likelihood of collection based on a number of factors, including past transaction history and the credit worthiness of the customer, as well as the potential increased risks related to international customers and large distributors. We determine the allowance for doubtful accounts based upon specific reserves for known collection issues, as well as a non-specific reserve based upon aging buckets. We charge off uncollectible amounts against the reserve in the period in which we determine they are uncollectible. Our accounts receivable balances are reported net of allowance for doubtful accounts of $1.1 million and $973,000 as of December 31, 2021 and 2020, respectively. Inventories, net Inventories, net are comprised of finished goods for our product lines including: aortic stents and stent grafts; surgical sealants; On-X products; CardioGenesis laser consoles, handpieces, and accessories; PerClot before the Baxter Transaction defined below; PhotoFix; other medical devices; work-in-process; and raw materials. Inventories for finished goods are valued at the lower of cost or market on a first-in, first-out basis and raw materials are valued on a moving average cost basis. Typically, upon shipment or upon implant of a medical device on consignment, revenue is recognized, and the related inventory costs are expensed as cost of products. Cost of products also includes, as applicable, lower of cost or market write-downs and impairments for products not deemed to be recoverable and, as incurred, idle facility expense, excessive spoilage, extra freight, and re-handling costs. Inventory costs for manufactured products consist primarily of direct labor and materials (including salary and fringe benefits, raw materials, and supplies) and indirect costs (including allocations of costs from departments that support manufacturing activities and facility allocations). The allocation of fixed production overhead costs is based on actual production levels, to the extent that they are within the range of the facility’s normal capacity. Inventory costs for products purchased for resale or manufactured under contract consist primarily of the purchase cost, freight-in charges, and indirect costs as appropriate. We regularly evaluate our inventory to determine if the costs are appropriately recorded at the lower of cost or market value. We also evaluate our inventory for costs not deemed to be recoverable, including inventory not expected to ship prior to its expiration. Lower of cost or market value write-downs are recorded if the book value exceeds the estimated net realizable value of the inventory, based on recent sales prices at the time of the evaluation. Impairment write-downs are recorded based on the book value of inventory deemed to be impaired. Actual results may differ from these estimates. Write-downs of inventory are expensed as cost of products, and these write-downs are permanent impairments that create a new cost basis, which cannot be restored to its previous levels if our estimates change. We recorded write-downs to our inventory totaling $4.8 million, $1.7 million, and $601,000 for the years ended December 31, 2021, 2020, and 2019, respectively. The 2021 write-down was primarily related to JOTEC inventory and On-X ascending aortic prosthesis (“AAP”) inventory. The 2020 write-down was primarily related to JOTEC inventory, On-X AAP inventory, and BioGlue inventory not expected to ship prior to the expiration date. The 2019 write-down was primarily related to PerClot inventory not expected to ship prior to the expiration date. Deferred Preservation Costs Deferred preservation costs include costs of cardiac and vascular tissues available for shipment, tissues currently in active processing, and tissues held in quarantine pending release to implantable status. By federal law, human tissues cannot be bought or sold; therefore, the tissues we preserve are not held as inventory. The costs we incur to procure and process cardiac and vascular tissues are instead accumulated and deferred. Deferred preservation costs are stated at the lower of cost or market value on a first-in, first-out basis and are deferred until revenue is recognized. Upon shipment of tissue to an implanting facility, revenue is recognized, and the related deferred preservation costs are expensed as cost of preservation services. Cost of preservation services also includes, as applicable, lower of cost or market write-downs and impairments for tissues not deemed to be recoverable, and includes, as incurred, idle facility expense, excessive spoilage, extra freight, and re-handling costs. The calculation of deferred preservation costs involves judgment and complexity and uses the same principles as inventory costing. Donated human tissue is procured from deceased human donors by organ and tissue procurement organizations (“OPOs”) and tissue banks, that provide the tissue to us for processing, preservation, and distribution. Deferred preservation costs consist primarily of the procurement fees charged by the OPOs and tissue banks, direct labor and materials (including salary and fringe benefits, laboratory supplies and expenses, and freight-in charges), and indirect costs (including allocations of costs from support departments and facility allocations). Fixed production overhead costs are allocated based on actual tissue processing levels, to the extent that they are within the range of the facility’s normal capacity. These costs are then allocated among the tissues processed during the period based on cost drivers, such as the number of donors or number of tissues processed. We apply a yield estimate to all tissues in process and in quarantine to estimate the portion of tissues that will ultimately become implantable. We estimate quarantine and in process yields based on our experience and reevaluate these estimates periodically. Actual yields could differ significantly from our estimates, which could result in a change in tissues available for shipment and could increase or decrease the balance of deferred preservation costs. These changes could result in additional cost of preservation services expense or could increase per tissue preservation costs, which would impact gross margins on tissue preservation services in future periods. We regularly evaluate our deferred preservation costs to determine if the costs are appropriately recorded at the lower of cost or market value. We also evaluate our deferred preservation costs for costs not deemed to be recoverable, including tissues not expected to ship prior to the expiration date of their packaging. Lower of cost or market value write-downs are recorded if the tissue processing costs incurred exceed the estimated market value of the tissue services, based on recent average service fees at the time of the evaluation. Impairment write-downs are recorded based on the book value of tissues deemed to be impaired. Actual results may differ from these estimates. Write-downs of deferred preservation costs are expensed as cost of preservation services, and these write-downs are permanent impairments that create a new cost basis, which cannot be restored to its previous levels if our estimates change. We recorded write-downs to our deferred preservation costs totaling $575,000, $1.7 million, and $787,000 for the years ended December 31, 2021, 2020, and 2019, respectively, due primarily to tissues not expected to ship prior to the expiration date of the packaging. In addition, write-offs during the year ended December 31, 2020 included $826,000 of non-conforming tissues resulting from contaminated saline solution. Property and Equipment, net Property and equipment, net is stated at cost less depreciation. Depreciation expense is recorded over the estimated useful lives of the assets, generally three to ten years, on a straight-line basis. Leasehold improvements are amortized on a straight-line basis over the remaining lease term at the time the assets are capitalized or the estimated useful lives of the assets, whichever is shorter. Property and equipment, net balance for the years ended December 31 is as follows (in thousands): 2021 2020Equipment and software$ 73,820 $ 66,141Furniture and fixtures 6,668 6,186Leasehold improvements 39,175 38,256Total property and equipment 119,663 110,583Less accumulated depreciation and amortization 82,142 77,506Property and equipment, net $ 37,521 $ 33,077 Depreciation expense for the years ended December 31 is as follows (in thousands): 2021 2020 2019Depreciation expense$ 7,157 $ 6,948 $ 7,467 Goodwill and Other Intangible Assets Our intangible assets consist of goodwill, acquired technology, customer lists and relationships, patents, trademarks, and other intangible assets, as discussed in Note 8. Our goodwill is attributable to a segment or segments of our business, as appropriate, as the related acquired business that generated the goodwill is integrated into our operations. Upon divestiture of a component of our business, the goodwill related to the reporting unit is allocated to the divested business using the relative fair value allocation method. We evaluate our goodwill and other 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 October 31, 2021 and 2020, our non-amortizing intangible assets consisted of goodwill, in-process research and development, acquired procurement contracts and agreements, and trademarks. We performed a qualitative analysis of our non-amortizing intangible assets as of October 31, 2021 and 2020 and determined that the fair value of the assets and the fair value of the reporting unit more likely than not exceeded their associated carrying values and were, therefore, not impaired. Our definite lived intangible assets consist of acquired technologies, customer lists and relationships, distribution and manufacturing rights and know-how, patents, and other intangible assets. We amortize our definite lived intangible assets over their expected useful lives using the straight-line method, which we believe approximates the period of economic benefits of the related assets. Our indefinite lived intangible assets do not amortize but are instead subject to periodic impairment testing as discussed in “Impairments of Long-Lived Assets and Non-Amortizing Intangible Assets” below. Impairments of Long-Lived Assets and Non-Amortizing Intangible Assets Long-Lived Assets We assess the potential impairment of our: (i) net property and equipment, (ii) amortizing intangible long-lived assets to be held and used and (iii) operating lease right-of-use assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include, but are not limited to, the following: Significant underperformance relative to expected historical or projected future operating results; Significant negative industry or economic trends; Significant decline in our stock price for a sustained period; orSignificant decline in our market capitalization relative to net book value. If we determine that an impairment review is necessary, we will evaluate the assets or asset groups by comparing their carrying values to the sum of the undiscounted future cash flows expected to result from their use and eventual disposition. If the carrying values exceed the future cash flows, then the asset or asset group is considered impaired, and we will write down the value of the asset or asset group to its concluded fair value. For the years ended December 31, 2021, 2020, and 2019 we did not record an impairment of our long-lived assets as there were no indicators of impairment or the sum of the undiscounted future cash flows exceeded the carrying value of the long-lived asset (asset group). Accrued Procurement Fees Donated tissue is procured from deceased human donors by OPOs and tissue banks, that provide the tissue to us for processing, preservation, and distribution. We reimburse the OPOs and tissue banks for their costs to recover the tissue and include these costs as part of deferred preservation costs, as discussed above. We accrue estimated procurement fees due to the OPOs and tissue banks at the time tissues are received based on contractual agreements between us and the OPOs and tissue banks. 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, as discussed in Note 10. Certain of our leases contain escalation clauses, rent concessions, and renewal options for additional periods. We exercise judgment in the determination of whether a financial arrangement includes a lease and in determining the appropriate discount rates to be applied to leases based on our general collateralized credit standing and the geographical market considerations impacting lease rates across all locations. When available, we use the implicit discount rate in the lease contract to discount lease payments to present value. If an implicit discount rate is not available in the lease contract, we use our incremental borrowing rate. We elected the package of practical expedients that allow us to omit leases with initial terms of 12 months or less from our balance sheet, which are expensed on a straight-line basis over the life of the lease. We have elected not to separate lease and non-lease components for future leases. Our leases do not include terms or conditions which would result in variable lease payments other than for small office equipment leases with an additional charge for volume of usage. These incremental payments are excluded from our calculation of lease liability and the related right-of-use asset. We do not include option terms in the determination of lease liabilities and the related right-of-use assets unless we determine at lease commencement that the exercise of the option is reasonably certain. Our leases do not contain residual value guarantee provisions or other restrictions or financial covenant provisions. Debt Issuance Costs Debt issuance costs related to our term loan and line of credit are capitalized and reported net of the current and long-term debt or as a prepaid asset when there are no outstanding borrowings. If there are unamortized debt issuance costs related to our line of credit but only borrowings |
Sale of PerClot
Sale of PerClot | 12 Months Ended |
Dec. 31, 2021 | |
Sale of PerClot [Abstract] | |
Sale of PerClot | 2. Sale of PerClot Overview On July 28, 2021 we entered into an asset purchase agreement and other ancillary agreements related to the sale of PerClot to Baxter and an agreement to terminate all of our material agreements with Starch Medical, Inc. (“SMI”) related to PerClot (collectively the “Baxter Transaction”). Under the terms of the Baxter Transaction, Baxter will pay an aggregate of up to $60.8 million in consideration (we will receive up to $45.8 million and SMI will receive up to $15.0 million), consisting of (i) $25.0 million at closing, of which $6.0 million was paid to SMI; (ii) up to $25.0 million upon our receipt of Premarket Approval (“PMA”) from the US Food and Drug Administration (the “FDA”) for PerClot and our transfer of the PMA to Baxter, of which up to $6.0 million is payable to SMI, subject to certain reductions for delay in PMA approval; and (iii) up to $10.0 million upon Baxter’s achievement of certain cumulative worldwide net sales of PerClot prior to December 31, 2026 and December 31, 2027, of which up to $3.0 million is payable to SMI. In addition, at the conclusion of our manufacturing and supply services for Baxter, Baxter will pay $780,000 upon transfer of our PerClot manufacturing equipment. Under the terms of the Baxter Transaction, we will continue to provide to Baxter certain transition and manufacturing and supply services relating to the sale of SMI PerClot outside of the US and manufacture and supply of PerClot to Baxter post PMA approval. Accounting for the Transaction Upon closing of the Baxter Transaction, we received $25.0 million from Baxter and paid $6.0 million to SMI. We derecognized intangible assets with a carrying value of $1.6 million and wrote-off $1.5 million of prepaid royalties previously recorded on our Consolidated Balance Sheets related to PerClot. Under the terms of the agreement, Baxter acquired intellectual property related to our development efforts for PerClot. We recorded a pre-tax gain of $15.9 million, included as Gain from sale of non-financial assets within the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2021. The PerClot product line was included as part of our Medical Devices segment. |
Acquisition Of Ascyrus
Acquisition Of Ascyrus | 12 Months Ended |
Dec. 31, 2021 | |
Acquisition Of Ascyrus [Abstract] | |
Acquisition Of Ascyrus | 3. 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 AMDS, 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 Artivion common stock, in each case, that were delivered at the closing of the acquisition, (ii) a cash payment of $10.0 million and the issuance of $10.0 million in shares of Artivion common stock upon FDA approval of the Investigational Device Exemption (“IDE”) application for the AMDS in 2021, (iii) if the FDA approves 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 PMA 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 Artivion common stock. The number of shares issued was based on a 10-day moving volume weighted average closing price of a share of Artivion common stock as of the date immediately prior to closing, resulting in an issuance of 991,800 shares of Artivion 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. As of September 2, 2020 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 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. The contingent consideration represents 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 5. We used a discount rate of approximately 9% and estimated future achievement of milestone dates between 2025 and 2026 to calculate the fair value of contingent consideration as of December 31, 2021. 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 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 and recorded $9.5 million and $4.5 million in fair value adjustments for the year ended December 31, 2021 and 2020, respectively, in General, administrative, and marketing expenses on the Consolidated Statements of Operations and Comprehensive Loss, as a result of this assessment. In December 2021 the FDA approved our IDE application for AMDS. Upon the approval, we funded a cash payment of $10.0 million and issued $10.0 million in shares of Artivion common stock pursuant to the Ascyrus Agreement. We recorded the contingent consideration liability of $49.4 million in Other long-term liabilities as of December 31, 2021 and $16.4 million and $43.5 million in Current liabilities and Other long-term liabilities, respectively, as of December 31, 2020 in the Consolidated Balance Sheets. We recorded $62.4 million of goodwill, all of which was deductible for tax purposes, based on the amount by which the total purchase consideration price exceeded the fair value of the net assets acquired and liabilities assumed. Goodwill from this transaction primarily relates to synergies expected from the acquisition and has been allocated to our Medical devices reporting unit. The allocation of assets acquired and liabilities assumed is based on the information available that would have been known as of the acquisition date. The September 2, 2020 final allocation of purchase price consideration consisted of the following (in thousands): Consideration Cash paid for acquisition$ 62,359Common stock issued 20,000Contingent consideration 55,407Fair value of total consideration $ 137,766 Purchase Price Allocation Cash and cash equivalents $ 4,017Intangible assets 72,600Net other assets/liabilities acquired (1,267)Goodwill 62,416Net assets acquired $ 137,766Pro 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 the Ascyrus acquisition are included in results of operations from the date of acquisition and were not significant for the years ended December 31, 2021 and 2020. The results of operations of the Ascyrus acquisition are included in our Medical devices reportable segment. |
Agreements With Endospan
Agreements With Endospan | 12 Months Ended |
Dec. 31, 2021 | |
Agreements With Endospan [Abstract] | |
Agreements With Endospan | 4. Agreements with Endospan Exclusive Distribution Agreement and Securities Purchase Option Agreement On September 11, 2019 Artivion’s wholly owned subsidiary, 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 NEXUS and accessories in certain countries in Europe in exchange for a fixed distribution fee of $9.0 million paid in September 2019. We also entered into a securities purchase option agreement (“Endospan Option”) with Endospan for $1.0 million paid in September 2019. The Endospan Option Agreement provides Artivion 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 Artivion and Endospan also entered into a loan agreement (“Endospan Loan”), dated September 11, 2019, in which Artivion 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. In 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 Artivion 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. An additional $5.0 million was funded as part of the second tranche payment described above. We evaluated Endospan for VIE classification as of December 31, 2021 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 December 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 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 Consolidated Balance Sheets as of December 31, 2019. The Endospan Distribution Agreement was recorded at $5.5 million and $8.0 million in Other Intangibles, net in the Consolidated Balance Sheets as of December 31, 2021, and 2020, respectively. In the fourth quarter of 2021 we fully impaired the value of the Endospan Option primarily driven by a decrease in forecasted operating results. We recorded $4.9 million impairment expense included in General, administrative, and marketing expense on the Consolidated Statements of Operations and Comprehensive Loss. The value of the Endospan Option was $4.9 million as of December 31, 2020. 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. We performed an assessment of the fair value of the Endospan Loan and determined that the loan fair value decreased and had no value as of December 31, 2021. As a result of the fair value adjustment, we recorded an expense of $409,000 in Other Expense on the Consolidated Statements of Operations and Comprehensive Loss as of December 31, 2021. The value of the Endospan Loan was $409,000 as of December 31, 2020. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments [Abstract] | |
Financial Instruments | 5. Financial Instruments A summary of financial instruments measured at fair value is as follows (in thousands): December 31, 2021Level 1 Level 2 Level 3 TotalCash equivalents: Money market funds$ 10,015 -- -- $ 10,015Total assets$ 10,015 $ -- $ -- $ 10,015 Long-term liabilities: Contingent consideration -- -- (49,400) (49,400)Total liabilities $ -- $ -- $ (49,400) $ (49,400) December 31, 2020Level 1 Level 2 Level 3 TotalCash equivalents: Money market funds$ 11,484 -- -- $ 11,484Restricted securities: Money market funds 546 -- -- 546Endospan loan -- -- 409 409Total 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 updated using Level 3 inputs. See Note 3 and Note 4 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 ConsiderationBalance as of December 31, 2020$ 409 $ (59,930)Payments -- 20,000Change in valuation (409) (9,470)Balance as of December 31, 2021$ -- $ (49,400) |
Cash Equivalents And Restricted
Cash Equivalents And Restricted Cash And Securities | 12 Months Ended |
Dec. 31, 2021 | |
Cash Equivalents And Restricted Cash And Securities [Abstract] | |
Cash Equivalents And Restricted Cash And Securities | 6. Cash Equivalents and Restricted Cash and Securities The following is a summary of cash equivalents and marketable securities (in thousands): Unrealized Estimated Holding MarketDecember 31, 2021Cost Basis Gains ValueCash equivalents: Money market funds$ 10,015 -- $ 10,015Total assets$ 10,015 $ -- $ 10,015 Unrealized Estimated Holding MarketDecember 31, 2020Cost Basis Gains ValueCash equivalents: Money market funds$ 11,484 -- $ 11,484Restricted securities: Money market funds 546 -- 546Total assets$ 12,030 $ -- $ 12,030 As of December 31, 2020 $546,000 of our money market funds were designated as short-term restricted securities due to a contractual commitment to hold the securities as pledged collateral relating primarily to international tax obligations. There were no gross realized gains or losses on cash equivalents or restricted securities for the years ended December 31, 2021, 2020, and 2019. As of December 31, 2020 $546,000 of our restricted securities had a maturity date within three months. |
Inventories, Net And Deferred P
Inventories, Net And Deferred Preservation Costs | 12 Months Ended |
Dec. 31, 2021 | |
Inventories, Net And Deferred Preservation Costs [Abstract] | |
Inventories, Net And Deferred Preservation Costs | 7. Inventories, net and Deferred Preservation Costs Inventories, net at December 31, 2021 and 2020 are comprised of the following (in thousands): 2021 2020Raw materials and supplies$ 35,780 $ 33,625Work-in-process 9,712 6,318Finished goods 31,479 33,095Total inventories, net$ 76,971 $ 73,038 Deferred preservation costs, net at December 31, 2021 and 2020 are comprised of the following (in thousands): 2021 2020Cardiac tissues$ 20,591 $ 17,374Vascular tissues 22,272 19,172Total deferred preservation costs, net$ 42,863 $ 36,546 To facilitate product usage, we maintain consignment inventory of our On-X heart valves at domestic hospital locations and On-X heart valves, JOTEC Products, 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 December 31, 2021 we had $12.9 million in consignment inventory, with approximately 43% in domestic locations and 57% in foreign locations. As of December 31, 2020 we had $11.9 million in consignment inventory, with approximately 47% in domestic locations and 53% in foreign locations. Inventory and deferred preservation costs obsolescence reserves were $3.2 million and $3.5 million as of December 31, 2021 and 2020, respectively. |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Other Intangible Assets [Abstract] | |
Goodwill And Other Intangible Assets | 8. Goodwill and Other Intangible Assets Indefinite Lived Intangible Assets As of December 31, 2021 and 2020 the carrying values of our indefinite lived intangible assets are as follows (in thousands): 2021 2020Goodwill$ 250,000 $ 260,061In-process R&D 2,208 2,392Procurement contracts and agreements 2,013 2,013Trademarks 66 765 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. The company did not record any impairment of indefinite lived intangible assets during the twelve months ended December 31, 2021 and 2020. In-process research and development, procurement contracts and agreements and trademarks are included in Other intangibles, net on the consolidated balance sheets as of December 31, 2021 and 2020. Based on our experience with similar agreements, we believe that our acquired procurement contracts and agreements have indefinite useful lives, as we expect to continue to renew these contracts for the foreseeable future. We believe that our trademarks have indefinite useful lives as we currently anticipate that these trademarks will contribute to our cash flows indefinitely. As of December 31, 2021 and 2020 the value of our goodwill, all of which is related to our Medical Devices reporting unit, is as follows (in thousands): 2021 2020Balance as of January 1, $ 260,061 $ 186,697Ascyrus acquisition (942) 63,357Revaluation of goodwill denominated in foreign currency (9,119) 10,007Balance as of December 31, $ 250,000 $ 260,061 Definite Lived Intangible Assets As of December 31, 2021 and 2020 gross carrying values, accumulated amortization, and approximate amortization periods of our definite lived intangible assets are as follows (dollars in thousands): Weighted Average Gross Carrying Accumulated Net Carrying Useful LifeDecember 31, 2021Value Amortization Value (Years)Acquired technology$ 213,626 $ 46,632 $ 166,994 17.7Other intangibles: Customer lists and relationships 31,148 9,618 21,530 20.5Distribution and manufacturing rights and know-how 9,847 4,308 5,539 5.0Patents 4,083 3,144 939 17.0Other 3,969 1,762 2,207 4.4Total other intangibles$ 49,047 $ 18,832 $ 30,215 10.6 Weighted Average Gross Carrying Accumulated Net Carrying Useful LifeDecember 31, 2020Value Amortization Value (Years)Acquired technology$ 222,182 $ 36,091 $ 186,091 17.6Other intangibles: Customer lists and relationships 31,316 8,132 23,184 20.5Distribution and manufacturing rights and know-how 14,728 5,349 9,379 6.1Patents 3,966 3,113 853 17.0Other 3,453 1,073 2,380 4.4Total other intangibles$ 53,463 $ 17,667 $ 35,796 10.8 Amortization Expense Amortization expense recorded in General, administrative, and marketing expenses on our Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31 is as follows (in thousands): 2021 2020 2019Amortization expense$ 16,820 $ 13,764 $ 10,850 As of December 31, 2021 scheduled amortization of intangible assets for the next five years is as follows (in thousands): 2022 2023 2024 2025 2026 TotalAmortization expense$ 15,765 $ 15,261 $ 14,885 $ 12,878 $ 12,650 $ 71,439 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
Income Taxes | 9. Income Taxes Income Tax Expense (Loss) income before income taxes consists of the following (in thousands): 61 2021 2020 2019Domestic$ (10,263) $ (11,443) $ 6,369Foreign (4,564) (5,731) (4,725)(Loss) income before income taxes$ (14,827) $ (17,174) $ 1,644 Income tax expense (benefit) consists of the following (in thousands): 2021 2020 2019Current: Federal$ 1,896 $ (2,460) $ 48State 551 445 80Foreign 3,391 707 2,041 5,838 (1,308) 2,169Deferred: Federal (2,801) 1,721 (850)State (307) 384 (131)Foreign (2,723) (1,289) (1,264) (5,831) 816 (2,245)Income tax expense (benefit)$ 7 $ (492) $ (76) Our income tax expense (benefit) in 2021, 2020 and 2019 included our federal, state, and foreign tax obligations. Our effective income tax rate was break-even for the year ended December 31, 2021. Our effective income tax was a tax benefit of 3% and 5% for the years ended December 31, 2020 and 2019, respectively. Our income tax rate for the year ended December 31, 2021 was primarily impacted by excess tax benefits on stock compensation, the research and development tax credit, non-deductible executive compensation, changes in our valuation allowance against our net deferred tax assets, and changes in our uncertain tax position liabilities. Our income tax rate for the year ended December 31, 2020 was primarily impacted by changes in our valuation allowance against our net deferred tax assets and changes in our uncertain tax position liabilities. Our income tax rate for the year ended December 31, 2019 was primarily impacted by excess tax benefits on stock compensation, the research and development tax credit, and changes in our uncertain tax position liabilities. The income tax benefit amounts differ from the amounts computed by applying the US federal statutory income tax rate of 21% for the years ended December 31, 2021, 2020, and 2019 to pretax income as a result of the following (in thousands): 2021 2020 2019Tax expense (benefit) at statutory rate$ (3,114) $ (3,606) $ 345 Increase (reduction) in income taxes resulting from: Valuation allowance change 1,566 3,952 153Foreign income taxes 1,138 378 425Nondeductible executive compensation 1,075 580 778Net change in uncertain tax positions 762 (1,115) (360)Foreign interest disallowance 307 298 292State income taxes, net of federal benefit 73 (455) (108)Nondeductible entertainment expenses 65 94 201Foreign deferred items 53 (63) 365Equity compensation (477) (204) (1,921)Research and development credit (959) (457) (400)Other (482) 106 154Total income tax expense (benefit)$ 7 $ (492) $ (76) Deferred Taxes We generate deferred tax assets primarily as a result of net operating losses, excess interest carryforward, accrued compensation, stock compensation, and capital leases. Our deferred tax liabilities are primarily made up of intangible assets acquired in previous years, unrealized gains and losses, and capital leases. The tax effects of temporary differences which give rise to deferred tax assets and liabilities at December 31 are as follows (in thousands): 2021 2020Deferred tax assets: Finance and operating leases$ 13,762 $ 6,880Loss carryforwards 6,649 7,911Excess interest carryforward 3,547 2,660Accrued expenses 2,088 2,002Stock compensation 2,007 2,034Deferred compensation 1,535 1,326Property 1,356 1,397Credit carryforwards 601 1,214Inventory and deferred preservation costs write-downs 397 308Other 3,770 2,798Less valuation allowance (13,282) (7,170)Total deferred tax assets, net 22,430 21,360 2021 2020Deferred tax liabilities: Intangible assets (29,086) (35,770)Finance and operating leases (13,404) (6,617)Unrealized gains and losses (4,088) (4,929)Debt costs (1,024) (1,528)Prepaid items (395) (417)Inventory and deferred preservation costs write-downs (105) --Financing arrangements -- (4,700)Other (770) (665)Total deferred tax liabilities (48,872) (54,626) Total deferred tax liabilities, net$ (26,442) $ (33,266) As of December 31, 2021 and 2020 we maintained a net deferred tax liability of $26.4 million and $33.3 million, respectively. As of December 31, 2021 and 2020 we maintained valuation allowances against our deferred tax assets of $13.3 million and $7.2 million, respectively, primarily related to net operating loss carryforwards and disallowed excess interest carryforwards. As of December 31, 2021 we had approximately $2.0 million of federal net operating loss carryforwards related to the acquisitions of Cardiogenesis and Hemosphere that we anticipate partially utilizing before expiration, approximately $3.0 million of state net operating loss carryforwards, that will begin to expire in 2022, approximately $1.8 million of foreign net operating loss carryforwards that will begin to expire in 2025, and approximately $500,000 in research and development tax credit carryforwards that begin to expire in 2030, and $110,000 in credits from other jurisdictions that mostly expire in 2027. As of December 31, 2021 we had a deferred tax asset of $3.5 million of disallowed interest expense deduction carryforwards as a result of the interest deductibility rule imposed by the “Tax Cuts and Jobs Act” of 2017 (“Tax Act”), and later modified by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). This deferred tax asset can be carried forward indefinitely. This rule disallows interest expense to the extent it exceeds 30% of adjusted taxable income, modified to be 50% in 2020 and 2019 by the CARES Act. For the years ended December 31, 2021 and 2020 our interest deduction was limited to $11.7 million and $15.8 million, respectively. During the twelve months ended December 31, 2021 we corrected certain immaterial prior year errors primarily related to the release of a valuation allowance, reduction of income taxes payable, and an increase in the tax reserve. On correcting the errors, we recorded an income tax benefit of $2.1 million. We believe that the realizability of our acquired net operating loss carryforwards will be limited in future periods due to a change in control of our former subsidiaries Hemosphere, Inc. (“Hemosphere”) and Cardiogenesis Corporation (“Cardiogenesis”), as mandated by Section 382 of the Internal Revenue Code of 1986, as amended. We believe that our acquisitions of these companies each constituted a change in control as defined in Section 382 and that, prior to our acquisition, Hemosphere had experienced other equity ownership changes that should be considered such a change in control. The deferred tax assets recorded on our Consolidated Balance Sheets exclude amounts that we expect will not be realizable due to changes in control. A portion of the acquired net operating loss carryforwards is related to state income taxes for which we believe it is more likely than not, that some will not be realized. Therefore, we recorded a valuation allowance against these state net operating loss carryforwards. In addition, during the year, the realizability of a portion of our net operating loss carryforwards and other deferred tax assets was limited. We recorded a valuation allowance against these deferred tax assets. Reinvestment of Unremitted Earnings We intend to reinvest substantially all of the unremitted earnings of our non-US subsidiaries to fund working capital, strategic investments, and debt repayment and postpone their remittance indefinitely. Accordingly, no provision for state and local taxes or foreign withholding taxes was recorded on these unremitted earnings in the accompanying Consolidated Statements of Operations and Comprehensive Loss. The Company is permanently reinvested with respect to the outside basis differences in its non-US subsidiaries with the exception of one of its German subsidiaries. As of December 31, 2021 we had a deferred tax liability of $175,000 for the tax effects of this outside basis difference in its Consolidated Statements of Operations and Comprehensive Loss. Uncertain Tax Positions A reconciliation of the beginning and ending balances of our uncertain tax position liability, excluding interest and penalties, is as follows (in thousands): 2021 2020 2019Beginning balance$ 2,574 $ 3,523 $ 3,889Increases related to current year tax positions 1,661 473 691Decreases due to the lapsing of statutes of limitations (241) (1,703) (880)Decreases related to prior year tax positions (170) (238) (154)(Decreases) increases for foreign exchange differences (121) 99 (22)Increases (decreases) related to prior year tax positions 386 420 (1)Ending balance$ 4,089 $ 2,574 $ 3,523 We recorded non-current liabilities of $220,000 and $261,000 related to interest and penalties on uncertain tax positions on our Consolidated Balance Sheets as of December 31, 2021 and 2020, respectively. We included income of $35,000 and $180,000 for December 31, 2021 and 2020, respectively, and expense of $27,000 for December 31, 2019 for interest and penalties related to unrecognized tax benefits in our Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2021 our uncertain tax liability of $4.3 million, including interest and penalties, was recorded as a reduction to deferred tax assets of $300,000, and a non-current liability of $4.0 million on our Consolidated Balance Sheets. The amount of uncertain tax liabilities that are expected to affect our tax rate if recognized were $3.2 million, $2.6 million, and $3.5 million for the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2020 our total uncertain tax liability, including interest and penalties of $2.8 million, was recorded as a reduction to deferred tax assets of $300,000 and as a non-current liability of $2.5 million on our Consolidated Balance Sheets. We believe it is reasonably possible that approximately $185,000 of our uncertain tax liability will be recognized in 2022 due to the lapsing of various federal and state and foreign statutes of limitations, of which substantially all would affect the tax rate. Other Our tax years 2018 and forward generally remain open to examination by the major taxing jurisdictions to which we are subject. However, certain returns from years prior to 2018, in which net operating losses and tax credits have arisen, are still open for examination by the tax authorities. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 10. 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 located 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%. On June 1, 2021 we began occupancy of the newly constructed addition to our leased JOTEC headquarters located in Hechingen, Germany. This lease resulted in an increase in the present value of future lease obligations and corresponding right-of-use asset of $9.8 million, using a discount rate of 5.46%. Supplemental consolidated balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): Operating leases:December 31, 2021 December 31, 2020Operating lease right-of-use assets$58,097 $28,242Accumulated amortization (12,383) (9,671)Operating lease right-of-use assets, net$45,714 $18,571 Current maturities of operating leases$3,149 $5,763Non-current maturities of operating leases 44,869 14,034Total operating lease liabilities$48,018 $19,797 Finance leases: Property and equipment, at cost$ 6,759 $ 7,620Accumulated amortization (2,105) (1,905)Property and equipment, net$ 4,654 $ 5,715 Current maturities of finance leases$ 528 $ 614Non-current maturities of finance leases 4,374 5,300Total finance lease liabilities$ 4,902 $ 5,914 Weighted average remaining lease term (in years): Operating leases 12.5 5.1Finance leases 8.8 9.8 Weighted average discount rate: Operating leases 5.8% 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 Consolidated Balance Sheets. A summary of lease expenses for our finance and operating leases included in General, administrative, and marketing expenses on our Consolidated Statements of Operations and Comprehensive Loss are as follows (in thousands): December 31, 2021 December 31, 2020Amortization of property and equipment$ 596 $ 643Interest expense on finance leases 110 118 Total finance lease expense 706 761Operating lease expensea 7,521 7,145Sublease income (399) (905) Total lease expense$7,828 $7,001_____________________a Total rental expense for operating leases was $6.6 million in 2019. A summary of our supplemental cash flow information is as follows (in thousands): Cash paid for amounts included in the measurement of lease liabilities:2021 2020 Operating cash flows for operating leases$ 6,061 $ 7,407 Financing cash flows for finance leases 557 653 Operating cash flows for finance leases 105 126 Future minimum lease payments and sublease rental income are as follows (in thousands): Finance Operating Sublease Leases Leases Income2022$ 600 $ 5,928 $ 3062023 629 5,619 --2024 623 6,174 --2025 599 5,188 --2026 579 4,797 --Thereafter 2,318 42,210 --Total minimum lease payments$ 5,348 $ 69,916 $ 306Less amount representing interest 446 21,898 Present value of net minimum lease payments 4,902 48,018 Less current maturities 528 3,149 Lease obligations, less current maturities$ 4,374 $ 44,869 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt [Abstract] | |
Debt | 11. 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 Artivion 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. 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 partly 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 a portion 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 will be 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 3.4x. As a result of these changes, we are subject to a new minimum liquidity covenant. We are also subject to restrictions on certain payments, including cash dividends. We are required to maintain 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. On June 2, 2021 we entered into an amendment to our Credit Agreement to extend the maturity dates of both our Term Loan and its Revolving Credit Facility. As part of the amendment, the maturity dates of both our Term Loan and its Revolving Credit Facility were each extended by two and one-half years, until June 1, 2027 and June 1, 2025, respectively, subject to earlier springing maturities if our 4.25%. Convertible Senior Notes, described below, remain outstanding on April 1, 2025 and December 31, 2024, respectively. With respect to the Term Loan, if the Convertible Senior Notes remain outstanding on April 1, 2025, the Term Loan’s maturity date will be April 1, 2025, or, if the Convertible Senior Notes’ own maturity date has been extended, the earlier of (i) 91 days prior to the Convertible Senior Notes’ new maturity date and (ii) June 1, 2027. In the case of the Revolving Credit Facility, if the Convertible Senior Notes are still outstanding on December 31, 2024, the Revolving Credit Facility’s maturity date will be either December 31, 2024 or, if the Convertible Senior Notes’ own maturity date has been extended, the earlier of (i) 182 days prior to the Convertible Senior Notes’ new maturity date and (ii) June 1, 2025. Under the amendment, the Term Loan Facility bears interest, at our option, at a floating annual rate equal to either the base rate, plus a margin of 2.50%, or LIBOR, plus a margin of 3.50%. Prior to the amendment, the optional floating annual rate was equal to either the base rate plus a margin of 2.25%, or LIBOR, plus a margin of 3.25%. We paid debt issuance costs of $2.1 million, of which $1.8 million will be amortized over the life of the term loan facility and included in current and long-term debt on the Consolidated Balance Sheets. The remaining $361,000 of debt issuance costs and $474,000 of non-cash debt extinguishment costs were recorded in Interest expense on the Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2021 the aggregate interest rate of the Credit Agreement was 4.50% per annum. 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 Consolidated Balance Sheets as of December 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 fair value and the effective interest rate of the Convertible Senior Notes as of December 31, 2021 was approximately $116.0 million and 5.05%, respectively. The fair value was based on market prices observable for similar instruments and is considered Level 2 in the fair value hierarchy. The interest expense recognized on the Convertible Senior Notes includes approximately $4.9 million for the aggregate of the contractual coupon interest, and the amortization of the debt issuance during the twelve months ended December 31, 2021. The interest expense recognized on the Convertible Senior Notes includes approximately $4.2 million for the aggregate of the contractual coupon interest, the accretion of the debt discount, and the amortization of the debt issuance costs during the twelve months ended December 31, 2020. Interest on the Convertible Senior Notes began accruing upon issuance and is payable semi-annually. As of December 31, 2021 there were $2.5 million of unamortized debt issuance costs related to convertible senior notes. 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 our other securities. As of December 31, 2021 we are not aware of any current events or market conditions that would allow holders to convert the Convertible Senior Notes. During the twelve months ended December 31, 2020 we used a portion of the proceeds to pay off the $30.0 million outstanding under our Revolving Credit Facility and to finance the Ascyrus transaction and used the remaining funds for general corporate purposes. Government Supported Bank Debt In June 2015 JOTEC obtained two loans from Sparkasse Zollernalb, which are government sponsored by the Kreditanstalt für Wiederaufbau Bank (KFW). Both KFW loans have a term of nine years and the interest rates are 2.45% and 1.40%. The short-term and long-term balances of our term loans are as follows (in thousands): As of December 31, 2021 2020Term loan balance$ 216,000 $ 218,250Convertible senior notes 100,000 79,5552.45% Sparkasse Zollernalb (KFW Loan 1) 566 8861.40% Sparkasse Zollernalb (KFW Loan 2) 1,061 1,457Total loan balance 317,627 300,148Less unamortized loan origination costs (8,504) (8,485)Net borrowings 309,123 291,663Less short-term loan balance, net (1,630) (1,195)Long-term loan balance, net$ 307,493 $ 290,468 At December 31, 2021 the aggregate maturities of long-term debt for the next five years is as follows (in thousands): 2022 2023 2024 2025 2026 Thereafter TotalMaturities$ 2,785 $ 2,785 $ 2,596 $ 102,462 $ 2,250 $ 204,749 $ 317,627 Our aggregate maturity schedule is subject to change due to a provision within the Credit Agreement that requires us to make annual prepayments based on an excess cash flow calculation. Interest Expense Total interest expense was $16.9 million, $16.7 million, and $14.9 million in 2021, 2020, and 2019, respectively. Interest expense includes interest on debt and uncertain tax positions in all periods. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 12. Commitments and Contingencies Liability Claims In the normal course of business, we are made aware of adverse events involving our products and tissues. Future adverse events could ultimately give rise to a lawsuit against us, and liability claims may be asserted against us in the future based on past events that we are not aware of at the present time. We maintain claims-made insurance policies to mitigate our financial exposure to product and tissue processing liability claims. Claims-made insurance policies generally cover only those asserted claims and incidents that are reported to the insurance carrier while the policy is in effect. The amounts recorded in these Consolidated Financial Statements as of December 31, 2021 and 2020 represent our estimate of the probable losses and anticipated recoveries for incurred but not reported claims related to products sold and services performed prior to the balance sheet date. 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. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | 13. Employee Benefit Plans 401(k) Plan We have a 401(k) savings plan (“401(k) Plan”) providing retirement benefits to all US employees who have completed at least three months of service. We made matching contributions of each participant's contribution up to 4.0% of each participant’s salary in 2021 and 2020 and 3.5% in 2019. Our contributions approximated $2.1 million, $1.9 million, and $1.6 million for the years ended 2021, 2020, and 2019, respectively. We may make discretionary contributions to the 401(k) Plan, however, no discretionary contributions were made in any of the past three years. Deferred Compensation Plan Our Deferred Compensation Plan (“Deferred Plan”) allows certain of our US employees to defer receipt of a portion of their salary and cash bonus. The Deferred Plan provides for tax-deferred growth of deferred compensation. Pursuant to the terms of the Deferred Plan, we agree to return the deferred amounts plus gains and losses, based on investment fund options chosen by each respective participant, to the plan participants upon distribution. All deferred amounts and deemed earnings thereon are vested at all times. We have no current plans to match any contributions. Amounts owed to plan participants are unsecured obligations of the Company. We have established a rabbi trust in which it will make contributions to fund our obligations under the Deferred Plan. Pursuant to the terms of the trust, we will be required to make contributions each year to fully match our obligations under the Deferred Plan. The trust’s funds are primarily invested in Company Owned Life Insurance (“COLI”), and we plan to hold the policies until the deaths of the insured. Our deferred compensation liabilities are recorded as a component of Other current liabilities and long-term Deferred compensation liabilities, as appropriate, on the Consolidated Balance Sheets based on the anticipated distribution dates. The cash surrender value of COLI is recorded in Other long-term assets on the Consolidated Balance Sheets was $6.6 million and $6.4 million as of December 31, 2021 and 2020, respectively. Changes in the value of participant accounts and changes in the cash surrender value of COLI are recorded as part of our operating expenses and are subject to our normal allocation of expenses to inventory and deferred preservation costs. We recorded deferred compensation liability of $378,000 and $68,000 in Other current liabilities and $6.0 million and $5.5 million in Long-term liabilities as of December 31, 2021 and 2020, respectively, in the Consolidated Balance Sheets. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 14. Revenue Recognition Sources of Revenue Revenues are disaggregated by following sources: Domestic Hospitals – direct sales of products and preservation services.International Hospitals – direct sales of products and preservation services.International Distributors – generally these contracts specify a geographic area that the distributor will service, terms and conditions of the relationship, and purchase targets for the next calendar year.CardioGenesis Cardiac Laser Console Trials and Sales – CardioGenesis cardiac trialed laser consoles are delivered under separate agreements. For the years ended December 31, 2021, 2020, and 2019 the sources of revenue were as follows (in thousands): 2021 2020 2019Domestic hospitals$ 150,301 $ 137,810 $ 144,538International hospitals 106,639 80,524 85,241International distributors 41,046 34,429 40,427CardioGenesis cardiac laser therapy 850 464 6,016Total sources of revenue$ 298,836 $ 253,227 $ 276,222 Also see segment and geographic disclosure in Note 18 below. |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock Compensation [Abstract] | |
Stock Compensation | 15. Stock Compensation Overview We are currently authorized to grant and have available for grant the following number of shares under our stock plans as of December 31, 2021 and 2020: Authorized Available for GrantPlan Shares 2021 20201996 Discounted Employee Stock Purchase Plan, as amended 1,900,000 63,000 150,0002009 Equity and Cash Incentive Plan 7,570,000 -- 52,0002020 Equity and Cash Incentive Plan 4,105,000 3,310,000 4,094,000Total 13,575,000 3,373,000 4,296,000 During 2020 the Shareholders approved a new 2020 Equity and Cash Incentive Plan (“ECIP”) and funded it with 2.7 million of newly issuable shares. On August 11, 2020 4.1 million shares were registered under the 2020 ECIP, consisting of the newly issuable shares as well as 1.4 million of the shares that remained available for grant under the 2009 ECIP as of that date. During 2019 the Company amended the 2009 Equity and Cash Incentive Plan to increase the authorized shares under the plan by 1.9 million shares. Upon the exercise of stock options or grants of RSAs, RSUs, or PSUs, we may issue the required shares out of authorized but unissued common stock or out of treasury stock, at our discretion. Stock Awards In 2021 the Compensation Committee of our Board of Directors (the “Committee”) authorized awards from approved stock incentive plans of RSUs to certain employees, RSAs to non-employee Directors, and RSAs and PSUs to certain Company officers, which, counting PSUs at target levels, together totaled 500,000 shares and had an aggregate grant date market value of $12.6 million. Two types of PSUs were granted in 2021, an annual grant with a one year performance period (“Annual PSU”) and a special PSU award (“special PSU”) with a one year performance period. If the highest performance threshold is met, the Annual PSU granted in 2021 represented the right to receive up to 150% of the target number of shares of common stock. The performance component of the Annual PSU awards granted in 2021 is based on attaining specified levels of revenue growth and certain non-financial metrics, as defined in the PSU grant documents, for the 2021 calendar year. The Annual PSUs granted in 2021 earned approximately 102% of the target number of shares. If the highest performance threshold is met, the Special PSUs granted in 2021 represent a right to receive up to 200% of the target number of shares of common stock. The special PSUs granted in 2021 earned approximately 118% of target number of shares. In 2020 the Committee authorized awards from approved stock incentive plans of RSUs to certain employees, RSAs to non-employee Directors, and RSAs and PSUs to certain Company officers, which, counting PSUs at target levels, together totaled 335,000 shares and had an aggregate grant date market value of $8.3 million. If the highest performance threshold is met, the PSU granted in 2020 represented the right to receive up to 150% of the target number of shares of common stock. The performance component of the PSU awards granted in 2020 was based on attaining specified levels of EBITDA, as defined in the PSU grant documents, for the 2020 calendar year. Our actual 2020 EBITDA performance was below the threshold required for any payouts under the 2020 PSU plan which resulted in a $1.1 million reversal of expense in the fourth quarter of 2020. 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 $1.3 million of compensation expense during the twelve months ended December 31, 2021 related to these performance awards. This modification resulted in a forfeiture and a subsequent grant of 70,000 PSU shares during the twelve months ended December 31, 2021. In 2019 the Committee authorized awards from approved stock incentive plans of RSAs to non-employee Directors, RSUs to certain employees, and RSAs and PSUs to certain Company officers, which, counting PSUs at target levels, together totaled 507,000 shares and had an aggregate grant date market value of $15.0 million. Two types of PSUs were granted in 2019, Annual PSUs and a special LTIP PSU grant, which has multiple performance periods over a five-year period. If the highest performance threshold is met, the Annual PSU granted in 2019 represents the right to receive up to 150% of the target number of shares of common stock. The performance component of the Annual PSU awards granted in 2019 was based on attaining specified levels of EBITDA, as defined in the Annual PSU grant documents, for the 2019 calendar year. The Annual PSU granted in 2019 earned approximately 83% of the target number of shares. If the highest performance thresholds are met, the PSUs granted in 2019 under the LTIP represent the right to receive up to 288%, and up to 192% for a certain key executive, of the target number of shares of common stock. The performance component of the LTIP awards granted in 2019 was based on attaining specified levels of adjusted revenue growth and gross margin, as defined in the LTIP grant document, for the years 2019 through 2023. During 2020 we determined that the threshold performance under the first performance period (2019 through 2021) of the LTIP was unlikely to be achieved which resulted in a reversal of $1.9 million in expense in the fourth quarter of 2020. A summary of stock grant activity for the years ended December 31, 2021, 2020, and 2019 for RSAs, RSUs, and PSUs, based on the target number of shares, is as follows: Weighted Average Grant DateRSAs Shares Fair ValueUnvested at December 31, 2018 326,000 $ 17.19Granted 93,000 29.77Vested (149,000) 14.45Forfeited (27,000) 20.53Unvested at December 31, 2019 243,000 23.30Granted 123,000 24.70Vested (108,000) 20.66Unvested at December 31, 2020 258,000 25.08Granted 140,000 25.68Vested (130,000) 22.40Forfeited (33,000) 27.39Unvested at December 31, 2021 235,000 26.59 Weighted Average Remaining Aggregate Contractual IntrinsicRSUs Shares Term in years ValueUnvested at December 31, 2018 251,000 1.05 $ 7,123,000Granted 103,000 Vested (101,000) Forfeited (27,000) Unvested at December 31, 2019 226,000 0.93 6,131,000Granted 141,000 Vested (118,000) Forfeited (37,000) Unvested at December 31, 2020 212,000 1.02 5,015,000Granted 144,000 Vested (93,000) Forfeited (39,000) Unvested at December 31, 2021 224,000 0.94 4,558,000 Vested and expected to vest 224,000 0.94 $ 4,558,000 Weighted Average Remaining Aggregate Contractual IntrinsicPSUs Shares Term in years ValueUnvested at December 31, 2018 147,000 0.72 $ 4,179,000Granted 322,000 Vested (87,000) Forfeited (35,000) Unvested at December 31, 2019 347,000 2.33 9,400,000Granted 70,000 Vested (55,000) Forfeited (31,000) Unvested at December 31, 2020 331,000 1.64 7,805,000Granted 215,000 Vested (60,000) Forfeited (114,000) Unvested at December 31, 2021 372,000 0.90 7,579,000 Vested and expected to vest 372,000 0.90 $ 7,579,000 During the years ended December 31, 2021, 2020, and 2019 the total fair value of $7.3 million, $6.7 million, and $9.8 million, respectively, in combined RSAs, RSUs, and PSUs vested. Stock Options The Compensation Committee of our Board of Directors authorized grants of stock options from approved stock incentive plans to certain Company officers and employees totaling 226,000, 212,000, and 169,000 shares in 2021, 2020, and 2019, respectively, with exercise prices equal to the stock prices on the respective grant dates. A summary of our stock option activity for the years ended December 31, 2021, 2020, and 2019 is as follows: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Shares Exercise Price Term in years ValueOutstanding at December 31, 2018 1,333,000 $ 13.04 3.93 $ 20,439,000Granted 169,000 29.62 Exercised (334,000) 9.87 Forfeited (39,000) 22.64 Outstanding at December 31, 2019 1,129,000 16.14 3.67 12,763,000Granted 212,000 26.24 Exercised (88,000) 10.49 Forfeited (12,000) 27.36 Outstanding at December 31, 2020 1,241,000 18.16 3.38 8,215,000Granted 226,000 24.90 Exercised (179,000) 12.02 Forfeited (42,000) 26.00 Outstanding at December 31, 2021 1,246,000 20.00 3.20 4,038,931 Vested and expected to vest 1,246,000 $ 20.00 3.20 $ 4,038,931Exercisable at December 31, 2021 873,000 $ 17.48 2.19 $ 4,038,931 Other information concerning stock options for the years ended December 31 is as follows: 2021 2020 2019Weighted-average fair value of options granted$8.82 $8.64 $ 11.47Intrinsic value of options exercised 2,716,000 1,267,000 6,519,000 Employees purchased common stock totaling 87,000, 83,000, and 61,000 shares in 2021, 2020, and 2019, respectively, through our ESPP. Stock Compensation Expense The following weighted-average assumptions were used to determine the fair value of options: 2021 2020 2019 Stock ESPP Stock ESPP Stock ESPP Options Options Options Options Options OptionsExpected life of options5.00 Years 0.50 Years 5.00 Years 0.50 Years 5.00 Years 0.50 YearsExpected stock price volatility0.40 0.45 0.35 0.52 0.40 0.39Risk-free interest rate0.57% 0.07% 1.41% 1.00% 2.54% 2.35% The following table summarizes stock compensation expense (in thousands): 2021 2020 2019RSA, RSU, and PSU expense$ 9,023 $ 5,288 $ 7,451Stock option and ESPP option expense 2,254 2,216 1,960Total stock compensation expense$ 11,277 $ 7,504 $ 9,411 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 our 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 $566,000, $592,000, and $612,000 in the years ended December 31, 2021, 2020, and 2019, respectively, of the stock compensation expense into our inventory costs and deferred preservation costs. As of December 31, 2021 we had total unrecognized compensation expense of $9.1 million related to RSAs, RSUs, and PSUs and $2.0 million related to unvested stock options. As of December 31, 2021 this expense is expected to be recognized over a weighted-average period of 1.64 years for RSUs, 1.57 years for stock options, 1.23 years for RSAs, and 0.90 years for PSUs. |
(Loss) Income Per Common Share
(Loss) Income Per Common Share | 12 Months Ended |
Dec. 31, 2021 | |
(Loss) Income Per Common Share [Abstract] | |
(Loss) Income Per Common Share | 16. (Loss) Income Per Common Share The following table sets forth the computation of basic and diluted (loss) income per common share (in thousands, except per share data): Basic (loss) income per common share2021 2020 2019Net (loss) income$ (14,834) $ (16,682) $ 1,720Net loss (income) allocated to participating securities 94 111 (12)Net (loss) income allocated to common shareholders$ (14,740) $ (16,571) $ 1,708 Basic weighted-average common shares outstanding 38,983 37,861 37,118Basic (loss) income per common share$ (0.38) $ (0.44) $ 0.05 Diluted (loss) income per common share2021 2020 2019Net (loss) income$ (14,834) $ (16,682) $ 1,720Net loss (income) allocated to participating securities 94 111 (12)Net (loss) income allocated to common shareholders$ (14,740) $ (16,571) $ 1,708 Basic weighted-average common shares outstanding 38,983 37,861 37,118Effect of dilutive options and awardsa - - 742Diluted weighted-average common shares outstanding 38,983 37,861 37,860Diluted (loss) income per common share$ (0.38) $ (0.44) $ 0.05_____________________a We excluded stock options from the calculation of diluted weighted-average common shares outstanding if the per share value, including the sum of (i) the exercise price of the options and (ii) the amount of the compensation cost attributed to future services and not yet recognized, was greater than the average market price of the shares, because the inclusion of these stock options would be antidilutive to (loss) income per common share. For the year ended December 31, 2021 and 2020 all stock options and awards were excluded from the calculation of weighted-average common shares outstanding as these would be antidilutive to the net loss. For the year ended December 31, 2019 stock options to purchase 131,000 shares were excluded from the calculation of diluted weighted-average common shares outstanding. |
Transactions With Related Parti
Transactions With Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Transactions With Related Parties [Abstract] | |
Transactions With Related Parties | 17. Transactions with Related Parties A member of our Board of Directors and a shareholder of the Company, who joined our Board of Directors during 2018, is the CEO of a hospital that generated product and preservation services revenues of $222,000, $378,000, and $341,000 in 2021, 2020, and 2019, respectively. |
Segment And Geographic Informat
Segment And Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment And Geographic Information [Abstract] | |
Segment And Geographic Information | 18. Segment and Geographic Information We have two reportable segments organized according to our products and services: Medical devices and Preservation services. The Medical devices segment includes external revenues from product sales of aortic stents and stent grafts, surgical sealants, On-X, and other product revenues. Aortic stents and stent grafts include JOTEC, AMDS, and NEXUS product revenues. Surgical sealants include BioGlue Surgical Adhesive product revenues. The Preservation Services segment includes external services revenues from the preservation of cardiac and vascular tissues. There are no intersegment revenues. The primary measure of segment performance, as viewed by our management, is segment gross margin, or net external revenues less cost of products and preservation services. We do not segregate assets by segment; therefore, asset information is excluded from the segment disclosures below. The following table summarizes revenues, cost of products and preservation services, and gross margins for our reportable segments (in thousands): 2021 2020 2019Revenues: Medical devices$ 221,597 $ 179,299 $ 197,246Preservation services 77,239 73,928 78,976Total revenues 298,836 253,227 276,222 Cost of products and preservation services: Medical devices 65,196 50,128 55,022Preservation services 36,126 35,315 38,187Total cost of products and preservation services 101,322 85,443 93,209 Gross margin: Medical devices 156,401 129,171 142,224Preservation services 41,113 38,613 40,789Total gross margin$ 197,514 $ 167,784 $ 183,013 Net revenues by product for the years ended December 31, 2021, 2020, and 2019 were as follows (in thousands): 2021 2020 2019Products: Aortic stents and stent grafts$ 85,387 $ 61,663 $ 64,974Surgical sealants 70,714 62,068 68,611On-X 57,363 48,053 50,096Other 8,133 7,515 13,565Total products 221,597 179,299 197,246 Preservation services: 77,239 73,928 78,976Total revenues$ 298,836 $ 253,227 $ 276,222 Net revenues by geographic location attributed to countries based on the location of the customer for the years ended December 31, 2021, 2020, and 2019 were as follows (in thousands): 2021 2020 2019US$ 151,151 $ 138,274 $ 150,553International 147,685 114,953 125,669Total revenues$ 298,836 $ 253,227 $ 276,222 For the years ended December 31, 2021, 2020 and 2019, revenues attributed to customers in Germany accounted for 10% of total revenues. At December 31, 2021 and 2020 45% and 54% of our long-lived assets were held in the US, where the corporate headquarters and a portion of our manufacturing facilities are located. Our long-lived international assets were $20.6 million and $15.1 million as of December 31, 2021 and 2020, respectively, of which 97% were located in Hechingen, Germany. At December 31, 2021 and 2020, $250.0 million and $260.1 million, respectively, of our goodwill was allocated entirely to our Medical Devices segment. |
Basis Of Presentation And Sum_2
Basis Of Presentation And Summary Of Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2021 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |
Nature Of Business | Nature of Business Artivion, Inc. (“Artivion,” the “Company,” “we,” or “us”), is a leader in the manufacturing, processing, and distribution of medical devices and implantable human tissues used in cardiac and vascular surgical procedures for patients with aortic disease. We have four major product families: aortic stents and stent grafts, surgical sealants, On-X® mechanical heart valves and related surgical products, and implantable cardiac and vascular human tissues. Aortic stents and stent grafts include JOTEC® stent grafts and surgical products (collectively, “JOTEC Products”), the Ascyrus Medical Dissection Stent (“AMDS”) hybrid prosthesis, and the NEXUS® endovascular stent graft system (“NEXUS”). Surgical sealants include BioGlue® Surgical Adhesive (“BioGlue”) products. In addition to these four major product families, we sell or distribute PhotoFix® bovine surgical patches, CardioGenesis® cardiac laser therapy, Therion® chorioamniotic allografts (previously marketed as NeoPatch®), and PerClot® hemostatic powder (prior to the sale to a subsidiary of Baxter International, Inc (“Baxter”)). |
Basis Of Presentation And Principles Of Consolidation | Basis of Presentation and Principles of Consolidation We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The accompanying consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior-year amounts have been reclassified to conform to the current year presentation. |
Foreign Currencies | Foreign Currencies Our revenues and expenses transacted in foreign currencies are remeasured as they occur at exchange rates in effect at the time of each transaction. Realized and unrealized gains and losses on foreign currency transactions are recorded as a component of Other expense, net on our Consolidated Statements of Operations and Comprehensive Loss. Realized and unrealized gains and losses were a loss of $5.5 million, a gain of $1.8 million, and a loss of $1.2 million for the years ended December 31, 2021, 2020, and 2019, respectively. Our assets and liabilities denominated in foreign currencies are recognized at the exchange rate in effect at the time of each transaction. At period end, the assets and liabilities are translated at the exchange rate in effect as of the balance sheet date and are recorded as a separate component of accumulated other comprehensive loss in the shareholders' equity section of our Consolidated Balance Sheets. |
Use Of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Estimates and assumptions are used when accounting for allowance for doubtful accounts, inventory, deferred preservation costs, acquired assets or businesses, intangible assets, deferred income taxes, commitments and contingencies (including product and tissue processing liability claims, claims incurred but not reported, and amounts recoverable from insurance companies), stock based compensation, certain accrued liabilities (including accrued procurement fees, income taxes, and financial instruments), and other items as appropriate. |
Revenue Recognition | Revenue Recognition Contracts with Customers We routinely enter into contracts with customers that include general commercial terms and conditions, notification requirements for price increases, shipping terms and, in most cases, prices for the products and services that we offer. These agreements, however, do not obligate us to provide goods or services to the customer, and there is no consideration promised to us at the onset of these arrangements. For customers without separate agreements, we have a standard list price established by geography and by currency for all products and services, and our invoices contain standard terms and conditions that are applicable to those customers where a separate agreement is not controlling. Our performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and we accept the order. We identify performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. We generally recognize revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time we have an unconditional right to receive payment. Our prices are fixed and are not affected by contingent events that could impact the transaction price. We do not offer price concessions and do not accept payment that is less than the price stated when we accept the purchase order, except in rare credit related circumstances. We do not have any material performance obligations where we are acting as an agent for another entity. Revenues for products, including: aortic stents and stent grafts, surgical sealants, On-X products, and other medical devices, are typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenues from consignment are recognized when the medical device is implanted. We recognize revenues for preservation services when tissue is shipped to the customer. Warranty Our general product warranties do not extend beyond an assurance that the products or services delivered will be consistent with stated specifications and do not include separate performance obligations. Warranties included with our CardioGenesis cardiac laser products provide for annual maintenance services, which are priced separately and are recognized as revenues at the stand-alone price over the service period, whether invoiced separately or recognized based on our allocation of the transaction price. Significant Judgments in the Application of the Guidance in ASC 606 There are no significant judgments associated with the satisfaction of our performance obligations. We generally satisfy performance obligations upon shipment of the product or service obligation to the customer. This is consistent with the time in which the customer obtains control of the product or service. Performance obligations are also generally settled quickly after the purchase order acceptance, other than as identified for E-xtra Design Engineering products, therefore, the value of unsatisfied performance obligations at the end of any reporting period is immaterial. For performance obligations provided through our E-xtra Design Engineering product line, we determine the value of our enforceable right to payment based on the time required and costs incurred for design services and manufacture of the in-process device in relation to the total inputs required to complete the device. We consider variable consideration in establishing the transaction price. Forms of variable consideration potentially applicable to our arrangements include sales returns, rebates, volume-based bonuses, and prompt pay discounts. We use historical information along with an analysis of the expected value to properly calculate and to consider the need to constrain estimates of variable consideration. Such amounts are included as a reduction to revenue from the sale of products and services in the periods in which the related revenue is recognized and adjusted in future periods as necessary. Commissions and Contract Costs Sales commissions are earned upon completion of each performance obligation, and therefore, are expensed when incurred. These costs are included in General, administrative, and marketing expenses in the Consolidated Statements of Operations and Comprehensive Loss. We generally do not incur incremental charges associated with securing agreements with customers which would require capitalization and recovery over the life of the agreement. Practical Expedients Our payment terms for sales direct to customers are substantially less than the one-year collection period that falls within the practical expedient in the determination of whether a significant financing component exists. Shipping and Handling Charges Fees charged to customers for shipping and handling of products and tissues are included in product and preservation service revenues. The costs for shipping and handling of products and tissues are included as a component of cost of products and cost of preservation services. Taxes Collected from Customers Taxes collected on the value of transaction revenue are excluded from product and service revenues and cost of sales and are accrued in current liabilities until remitted to governmental authorities. |
Advertising Costs | Advertising Costs The costs to develop, produce, and communicate our advertising are expensed as incurred and are classified as General, administrative, and marketing expenses. The total amount of advertising expense included in our Consolidated Statements of Operations and Comprehensive Loss was $1.0 million, $1.1 million, and $1.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. |
Stock-Based Compensation | Stock-Based Compensation We have stock option and stock incentive plans for employees and non-employee directors that provide for grants of restricted stock awards (“RSA”s), restricted stock units (“RSU”s), performance stock units (“PSU”s), and options to purchase shares of our common stock at exercise prices generally equal to the fair values of such stock at the dates of grant. We also maintain a shareholder approved Employee Stock Purchase Plan (the “ESPP”) for the benefit of our employees. The ESPP allows eligible employees the right to purchase common stock on a regular basis at the lower of 85% of the market price at the beginning or end of each offering period. The RSAs, RSUs, PSUs, and stock options granted by us typically vest over a one to three-year period. The stock options granted by us typically expire within seven years of the grant date. We value our RSAs, RSUs, and PSUs based on the stock price on the date of grant. We expense the related compensation cost of RSAs, and RSUs using the straight-line method over the vesting period. We expense the related compensation cost of PSUs based on the number of shares expected to be issued, if achievement of the performance component is probable, using a straight-line method over each vesting tranche of the award which results in accelerated recognition of expenses. The amount of compensation costs expensed related to PSUs is adjusted as needed if we deem that achievement of the performance component is no longer probable or if our expectation of the number of shares to be issued changes. We use a Black-Scholes model to value our stock option grants and expense the related compensation cost using the straight-line method over the vesting period. The fair value of our ESPP options is also determined using a Black-Scholes model and is expensed over the vesting period. The fair value of stock options and ESPP options is determined on the grant date using assumptions for the expected term, volatility, dividend yield, and the risk-free interest rate. The expected term is primarily based on the contractual term of the option and our data related to historic exercise and post-vesting forfeiture patterns, which is adjusted based on our expectations of future results. Our anticipated volatility level is primarily based on the historic volatility of our common stock, adjusted to remove the effects of certain periods of unusual volatility not expected to recur, and adjusted based on our expectations of future volatility, for the life of the option or option group. Our model includes a zero-dividend yield assumption and we do not anticipate paying dividends in the future. The risk-free interest rate is based on recent US Treasury note auction results with a similar life to that of the option. Our model does not include a discount for post-vesting restrictions, as we have not issued awards with such restrictions. The period expense for our stock compensation is determined based on the valuations discussed above and forfeitures are accounted for in the period awards are forfeited. |
Income Per Common Share | Income Per Common Share Income per common share is computed using the two-class method, which requires us to include unvested RSAs that contain non-forfeitable rights to dividends (whether paid or unpaid) as participating securities in the income per common share calculation. Under the two-class method, net income is allocated to the weighted-average number of common shares outstanding during the period and the weighted-average participating securities outstanding during the period. The portion of net income that is allocated to the participating securities is excluded from basic and dilutive net income per common share. Diluted net income per share is computed using the weighted-average number of common shares outstanding plus the dilutive effects of outstanding stock options and awards and other dilutive instruments as appropriate. |
Financial Instruments | Financial Instruments Our financial instruments include cash equivalents, restricted securities, accounts receivable, notes receivable, accounts payable, and debt obligations. The financial assets’ and liabilities’ such as receivables, and accounts payable carrying values approximate their fair value due to their short-term duration, and the carrying value of their debt obligations approximate fair value as they contain variable interest rates that approximate market values. Other financial instruments are recorded as discussed in the sections below. |
Fair Value Measurements | Fair Value Measurements We record certain financial instruments at fair value on a recurring basis, including cash equivalents and certain restricted securities. We may make an irrevocable election to measure other financial instruments at fair value on an instrument-by-instrument basis. Fair value financial instruments are recorded in accordance with the fair value measurement framework. We also measure certain assets and liabilities at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as certain financial assets, long-lived assets, and non-amortizing intangible assets for impairment, allocating value to assets in an acquired asset group, applying accounting for business combinations, and the initial recognition of liabilities such as contingent consideration. We use the fair value measurement framework to value these assets and labilities and report these fair values in the periods in which they are recorded or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities;Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; andLevel 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to our unobservable estimates and assumptions. Our assumptions could vary depending on the asset or liability value and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. We may also engage external advisors to assist in determining fair value, as appropriate. Although we believe that the recorded fair values of our financial instruments are appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. |
Cash And Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist primarily of highly liquid investments with maturity dates of three months or less at the time of acquisition. The carrying value of cash equivalents approximates fair value. We maintain depository accounts with certain financial institutions. Although these depository accounts may exceed government insured depository limits, we have evaluated the credit worthiness of these applicable financial institutions and determined the risk of material financial loss due to the exposure of such credit risk to be minimal. |
Cash Flow Supplemental Disclosures | Cash Flow Supplemental Disclosures Supplemental disclosures of cash flow information for the years ended December 31 (in thousands): 2021 2020 2019Cash paid during the year for: Interest$ 14,407 $ 13,049 $ 13,297Income taxes 5,483 4,122 1,944 Non-cash investing and financing activities: Issuance of common stock for Ascyrus Acquisition$ -- $ 20,000 $ --Issuance of common stock for contingent consideration 10,000 -- --Operating lease right of use assets 31,726 1,864 2,604 |
Accounts Receivable And Allowance For Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Our accounts receivable are primarily from hospitals and distributors that either use or distribute our products and tissues. We assess the likelihood of collection based on a number of factors, including past transaction history and the credit worthiness of the customer, as well as the potential increased risks related to international customers and large distributors. We determine the allowance for doubtful accounts based upon specific reserves for known collection issues, as well as a non-specific reserve based upon aging buckets. We charge off uncollectible amounts against the reserve in the period in which we determine they are uncollectible. Our accounts receivable balances are reported net of allowance for doubtful accounts of $1.1 million and $973,000 as of December 31, 2021 and 2020, respectively. |
Inventories, Net | Inventories, net Inventories, net are comprised of finished goods for our product lines including: aortic stents and stent grafts; surgical sealants; On-X products; CardioGenesis laser consoles, handpieces, and accessories; PerClot before the Baxter Transaction defined below; PhotoFix; other medical devices; work-in-process; and raw materials. Inventories for finished goods are valued at the lower of cost or market on a first-in, first-out basis and raw materials are valued on a moving average cost basis. Typically, upon shipment or upon implant of a medical device on consignment, revenue is recognized, and the related inventory costs are expensed as cost of products. Cost of products also includes, as applicable, lower of cost or market write-downs and impairments for products not deemed to be recoverable and, as incurred, idle facility expense, excessive spoilage, extra freight, and re-handling costs. Inventory costs for manufactured products consist primarily of direct labor and materials (including salary and fringe benefits, raw materials, and supplies) and indirect costs (including allocations of costs from departments that support manufacturing activities and facility allocations). The allocation of fixed production overhead costs is based on actual production levels, to the extent that they are within the range of the facility’s normal capacity. Inventory costs for products purchased for resale or manufactured under contract consist primarily of the purchase cost, freight-in charges, and indirect costs as appropriate. We regularly evaluate our inventory to determine if the costs are appropriately recorded at the lower of cost or market value. We also evaluate our inventory for costs not deemed to be recoverable, including inventory not expected to ship prior to its expiration. Lower of cost or market value write-downs are recorded if the book value exceeds the estimated net realizable value of the inventory, based on recent sales prices at the time of the evaluation. Impairment write-downs are recorded based on the book value of inventory deemed to be impaired. Actual results may differ from these estimates. Write-downs of inventory are expensed as cost of products, and these write-downs are permanent impairments that create a new cost basis, which cannot be restored to its previous levels if our estimates change. We recorded write-downs to our inventory totaling $4.8 million, $1.7 million, and $601,000 for the years ended December 31, 2021, 2020, and 2019, respectively. The 2021 write-down was primarily related to JOTEC inventory and On-X ascending aortic prosthesis (“AAP”) inventory. The 2020 write-down was primarily related to JOTEC inventory, On-X AAP inventory, and BioGlue inventory not expected to ship prior to the expiration date. The 2019 write-down was primarily related to PerClot inventory not expected to ship prior to the expiration date. |
Deferred Preservation Costs | Deferred Preservation Costs Deferred preservation costs include costs of cardiac and vascular tissues available for shipment, tissues currently in active processing, and tissues held in quarantine pending release to implantable status. By federal law, human tissues cannot be bought or sold; therefore, the tissues we preserve are not held as inventory. The costs we incur to procure and process cardiac and vascular tissues are instead accumulated and deferred. Deferred preservation costs are stated at the lower of cost or market value on a first-in, first-out basis and are deferred until revenue is recognized. Upon shipment of tissue to an implanting facility, revenue is recognized, and the related deferred preservation costs are expensed as cost of preservation services. Cost of preservation services also includes, as applicable, lower of cost or market write-downs and impairments for tissues not deemed to be recoverable, and includes, as incurred, idle facility expense, excessive spoilage, extra freight, and re-handling costs. The calculation of deferred preservation costs involves judgment and complexity and uses the same principles as inventory costing. Donated human tissue is procured from deceased human donors by organ and tissue procurement organizations (“OPOs”) and tissue banks, that provide the tissue to us for processing, preservation, and distribution. Deferred preservation costs consist primarily of the procurement fees charged by the OPOs and tissue banks, direct labor and materials (including salary and fringe benefits, laboratory supplies and expenses, and freight-in charges), and indirect costs (including allocations of costs from support departments and facility allocations). Fixed production overhead costs are allocated based on actual tissue processing levels, to the extent that they are within the range of the facility’s normal capacity. These costs are then allocated among the tissues processed during the period based on cost drivers, such as the number of donors or number of tissues processed. We apply a yield estimate to all tissues in process and in quarantine to estimate the portion of tissues that will ultimately become implantable. We estimate quarantine and in process yields based on our experience and reevaluate these estimates periodically. Actual yields could differ significantly from our estimates, which could result in a change in tissues available for shipment and could increase or decrease the balance of deferred preservation costs. These changes could result in additional cost of preservation services expense or could increase per tissue preservation costs, which would impact gross margins on tissue preservation services in future periods. We regularly evaluate our deferred preservation costs to determine if the costs are appropriately recorded at the lower of cost or market value. We also evaluate our deferred preservation costs for costs not deemed to be recoverable, including tissues not expected to ship prior to the expiration date of their packaging. Lower of cost or market value write-downs are recorded if the tissue processing costs incurred exceed the estimated market value of the tissue services, based on recent average service fees at the time of the evaluation. Impairment write-downs are recorded based on the book value of tissues deemed to be impaired. Actual results may differ from these estimates. Write-downs of deferred preservation costs are expensed as cost of preservation services, and these write-downs are permanent impairments that create a new cost basis, which cannot be restored to its previous levels if our estimates change. We recorded write-downs to our deferred preservation costs totaling $575,000, $1.7 million, and $787,000 for the years ended December 31, 2021, 2020, and 2019, respectively, due primarily to tissues not expected to ship prior to the expiration date of the packaging. In addition, write-offs during the year ended December 31, 2020 included $826,000 of non-conforming tissues resulting from contaminated saline solution. |
Property And Equipment, Net | Property and Equipment, net Property and equipment, net is stated at cost less depreciation. Depreciation expense is recorded over the estimated useful lives of the assets, generally three to ten years, on a straight-line basis. Leasehold improvements are amortized on a straight-line basis over the remaining lease term at the time the assets are capitalized or the estimated useful lives of the assets, whichever is shorter. Property and equipment, net balance for the years ended December 31 is as follows (in thousands): 2021 2020Equipment and software$ 73,820 $ 66,141Furniture and fixtures 6,668 6,186Leasehold improvements 39,175 38,256Total property and equipment 119,663 110,583Less accumulated depreciation and amortization 82,142 77,506Property and equipment, net $ 37,521 $ 33,077 Depreciation expense for the years ended December 31 is as follows (in thousands): 2021 2020 2019Depreciation expense$ 7,157 $ 6,948 $ 7,467 |
Goodwill And Other Intangible Assets | Goodwill and Other Intangible Assets Our intangible assets consist of goodwill, acquired technology, customer lists and relationships, patents, trademarks, and other intangible assets, as discussed in Note 8. Our goodwill is attributable to a segment or segments of our business, as appropriate, as the related acquired business that generated the goodwill is integrated into our operations. Upon divestiture of a component of our business, the goodwill related to the reporting unit is allocated to the divested business using the relative fair value allocation method. We evaluate our goodwill and other 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 October 31, 2021 and 2020, our non-amortizing intangible assets consisted of goodwill, in-process research and development, acquired procurement contracts and agreements, and trademarks. We performed a qualitative analysis of our non-amortizing intangible assets as of October 31, 2021 and 2020 and determined that the fair value of the assets and the fair value of the reporting unit more likely than not exceeded their associated carrying values and were, therefore, not impaired. Our definite lived intangible assets consist of acquired technologies, customer lists and relationships, distribution and manufacturing rights and know-how, patents, and other intangible assets. We amortize our definite lived intangible assets over their expected useful lives using the straight-line method, which we believe approximates the period of economic benefits of the related assets. Our indefinite lived intangible assets do not amortize but are instead subject to periodic impairment testing as discussed in “Impairments of Long-Lived Assets and Non-Amortizing Intangible Assets” below. |
Impairments Of Long-Lived Assets And Non-Amortizing Intangible Assets | Impairments of Long-Lived Assets and Non-Amortizing Intangible Assets Long-Lived Assets We assess the potential impairment of our: (i) net property and equipment, (ii) amortizing intangible long-lived assets to be held and used and (iii) operating lease right-of-use assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include, but are not limited to, the following: Significant underperformance relative to expected historical or projected future operating results; Significant negative industry or economic trends; Significant decline in our stock price for a sustained period; orSignificant decline in our market capitalization relative to net book value. If we determine that an impairment review is necessary, we will evaluate the assets or asset groups by comparing their carrying values to the sum of the undiscounted future cash flows expected to result from their use and eventual disposition. If the carrying values exceed the future cash flows, then the asset or asset group is considered impaired, and we will write down the value of the asset or asset group to its concluded fair value. For the years ended December 31, 2021, 2020, and 2019 we did not record an impairment of our long-lived assets as there were no indicators of impairment or the sum of the undiscounted future cash flows exceeded the carrying value of the long-lived asset (asset group). |
Accrued Procurement Fees | Accrued Procurement Fees Donated tissue is procured from deceased human donors by OPOs and tissue banks, that provide the tissue to us for processing, preservation, and distribution. We reimburse the OPOs and tissue banks for their costs to recover the tissue and include these costs as part of deferred preservation costs, as discussed above. We accrue estimated procurement fees due to the OPOs and tissue banks at the time tissues are received based on contractual agreements between us and the OPOs and tissue banks. |
Leases | 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, as discussed in Note 10. Certain of our leases contain escalation clauses, rent concessions, and renewal options for additional periods. We exercise judgment in the determination of whether a financial arrangement includes a lease and in determining the appropriate discount rates to be applied to leases based on our general collateralized credit standing and the geographical market considerations impacting lease rates across all locations. When available, we use the implicit discount rate in the lease contract to discount lease payments to present value. If an implicit discount rate is not available in the lease contract, we use our incremental borrowing rate. We elected the package of practical expedients that allow us to omit leases with initial terms of 12 months or less from our balance sheet, which are expensed on a straight-line basis over the life of the lease. We have elected not to separate lease and non-lease components for future leases. Our leases do not include terms or conditions which would result in variable lease payments other than for small office equipment leases with an additional charge for volume of usage. These incremental payments are excluded from our calculation of lease liability and the related right-of-use asset. We do not include option terms in the determination of lease liabilities and the related right-of-use assets unless we determine at lease commencement that the exercise of the option is reasonably certain. Our leases do not contain residual value guarantee provisions or other restrictions or financial covenant provisions. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs related to our term loan and line of credit are capitalized and reported net of the current and long-term debt or as a prepaid asset when there are no outstanding borrowings. If there are unamortized debt issuance costs related to our line of credit but only borrowings on the term loan, these debt issuance costs will be combined with the debt issuance costs related to the term loan and reported net of the current and long-term debt for the term loan. We amortize debt issuance costs to interest expense on our term loan using the effective interest method over the life of the debt agreement. We amortize debt issuance costs to interest expense on our line of credit on a straight-line basis over the life of the debt agreement. Debt issuance costs related to our convertible debt agreement are amortized using the effective interest rate method as a direct deduction from the recorded debt issuance costs allocated to debt. |
Liability Claims | Liability Claims In the normal course of business, we are made aware of adverse events involving our products and tissues. Future adverse events could ultimately give rise to a lawsuit against us, and liability claims may be asserted against us in the future based on past events that we are not aware of at the present time. We maintain claims-made insurance policies to mitigate our financial exposure to product and tissue processing liability claims. Claims-made insurance policies generally cover only those asserted claims and incidents that are reported to the insurance carrier while the policy is in effect. Thus, a claims-made policy does not generally represent a transfer of risk for claims and incidents that have been incurred but not reported to the insurance carrier during the policy period. Any punitive damage components of claims are uninsured. We engage external advisors to assist us in estimating our liability and any related amount recoverable under our insurance policies as of each balance sheet date. We use a frequency-severity approach to estimate our unreported product and tissue processing liability claims, whereby projected losses are calculated by multiplying the estimated number of claims by the estimated average cost per claim. The estimated claims are determined based on the reported claim development method and the Bornhuetter-Ferguson method using a blend of our historical claim experience and industry data. The estimated cost per claim is calculated using a lognormal claims model blending our historical average cost per claim with industry claims data. We use a number of assumptions in order to estimate the unreported loss liability including: the future claim reporting time lag, the frequency of reported claims, the average cost per claim, and the maximum liability per claim. We believe that the assumptions we use provide a reasonable basis for our calculation. However, the accuracy of the estimates is limited by various factors, including, but not limited to, our specific conditions, uncertainties surrounding the assumptions used, and the scarcity of industry data directly relevant to our business activities. Due to these factors, actual results may differ significantly from our assumptions and from the amounts accrued. We accrue our estimate of unreported product and tissue processing liability claims as a component of Other long-term liabilities and record the related recoverable insurance amounts as a component of Other long-term assets. The amounts recorded represent our estimate of the probable losses and anticipated recoveries for unreported claims related to products sold and services performed prior to the balance sheet date. |
Legal Contingencies | Legal Contingencies We accrue losses from a legal contingency when the loss is both probable and reasonably estimable. The accuracy of our estimates of losses for legal contingencies is limited by uncertainties surrounding litigation. Therefore, actual results may differ significantly from the amounts accrued, if any. We accrue for legal contingencies as a component of accrued expenses and/or other long-term liabilities on our Consolidated Balance Sheets. Gains from legal contingencies are recorded when the contingency is resolved. |
Uncertain Tax Positions | Uncertain Tax Positions We periodically assess our uncertain tax positions and recognize tax benefits if they are “more-likely-than-not” to be upheld upon review by the appropriate taxing authority. We measure the tax benefit by determining the maximum amount that has a “greater than 50 percent likelihood” of ultimately being realized. We reverse previously accrued liabilities for uncertain tax positions when audits are concluded, statutes expire, administrative practices dictate that a liability is no longer warranted, or in other circumstances, as deemed necessary. These assessments can be complex, and we often obtain assistance from external advisors to make these assessments. We recognize interest and penalties related to uncertain tax positions in interest expense, net on our Consolidated Statements of Operations and Comprehensive Loss. See Note 9 for further discussion of our liabilities for uncertain tax positions. |
Deferred Income Taxes | Deferred Income Taxes Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and tax return purposes. We assess the recoverability of our deferred tax assets and provide a valuation allowance against our deferred tax assets when, as a result of this analysis, we believe it is more likely than not that some portion or all of our deferred tax assets will not be realized. Assessing the recoverability of deferred tax assets involves judgment and complexity including the consideration of prudent and feasible tax planning. Estimates and judgments used in the determination of the need for a valuation allowance and in calculating the amount of a needed valuation allowance include, but are not limited to, the following: The ability to carry back deferred tax asset attributes to a prior tax year;Timing of the anticipated reversal of book/tax temporary differences; Projected future operating results; Anticipated future state tax apportionment; Timing and amounts of anticipated future taxable income; Evaluation of statutory limits regarding usage of certain tax assets; and Evaluation of the statutory periods over which certain tax assets can be utilized. Significant changes in the factors above, or other factors, could affect our ability to use our deferred tax assets. Such changes could have a material, adverse impact on our profitability, financial position, and cash flows. We will continue to assess the recoverability of our deferred tax assets, as necessary, when we experience changes that could materially affect our prior determination of the recoverability of our deferred tax assets. |
Valuation Of Acquired Assets Or Businesses | Valuation of Acquired Assets or Businesses As part of our corporate strategy, we are seeking to identify and capitalize upon acquisition opportunities of complementary product lines and companies. We evaluate and account for acquired patents, licenses, distribution rights, and other tangible or intangible assets as the purchase of an asset or asset group, or as a business combination, as appropriate. The determination of whether the purchase of a group of assets should be accounted for as an asset group or as a business combination requires judgment based on the weight of available evidence. For the purchase of an asset group, we allocate the cost of the asset group, including transaction costs, to the individual assets purchased based on their relative estimated fair values. In-process research and development acquired as part of an asset group is expensed upon acquisition. We account for business combinations using the acquisition method. Under this method, the allocation of the purchase price is based on the fair value of the tangible and identifiable intangible assets acquired and the liabilities assumed as of the date of the acquisition. The excess of the purchase price over the estimated fair value of the tangible net assets and identifiable intangible assets is recorded as goodwill. The identifiable intangible assets typically consist of developed technology, trade names, customer relationships, and in-process research and development costs. Transaction costs related to business combinations are expensed as incurred. In-process research and development acquired as part of a business combination is accounted for as an indefinite-lived intangible asset until the related research and development project gains regulatory approval or is discontinued. We typically engage external advisors to assist us in determining the fair value of acquired asset groups or business combinations, using valuation methodologies such as: the excess earnings, the discounted cash flow, Monte Carlo, or the relief from royalty methods. The determination of fair value in accordance with the fair value measurement framework requires significant judgments and estimates, including, but not limited to: timing of product life cycles, estimates of future revenues, estimates of profitability for new or acquired products, cost estimates for new or changed manufacturing processes, estimates of the cost or timing of obtaining regulatory approvals, estimates of the success of competitive products, and discount rates and represent Level 3 measurements. We, in consultation with our advisors, make these estimates based on our prior experiences and industry knowledge. We believe that our estimates are reasonable, but actual results could differ significantly from our estimates. A significant change in our estimates used to value acquired asset groups or business combinations could result in future write-downs of tangible or intangible assets acquired by us and, therefore, could materially impact our financial position and profitability. If the value of the liabilities assumed by us, including contingent liabilities, is determined to be significantly different from the amounts previously recorded in purchase accounting, we may need to record additional expenses or write-downs in future periods, which could materially impact our financial position and profitability. |
New Accounting Pronouncements | New Accounting Pronouncements Recently Adopted In August 2020 the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 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 model) 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 Consolidated Balance Sheets. See Note 11 for further discussion of convertible debt. In December 2019 the FASB issued ASU 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 accounting principles generally accepted in the United States of America (“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 2019-12 on January 1, 2021 and the adoption did not have a material impact on our financial condition or results of operations. As of January 1, 2020 we adopted the Accounting Standards Codification (“ASC”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The purpose of Update No. 2016-13 is to replace the current incurred loss impairment methodology for financial assets measured at amortized cost with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information, including forecasted information, to develop credit loss estimates. Update No. 2016-13 is effective for annual periods beginning after December 15, 2019. The adoption of ASU 2016-13 did not result in a material effect on the Company’s financial condition, results of operations, or cash flows. As of January 1, 2019 we adopted the ASC Topic 842, Leases (“ASC 842”). The final guidance requires lessees to recognize a right-of-use asset and a lease liability for all leases (with the exception of short-term leases) at the commencement date and recognize expenses on their income statements similar to former Topic 840, Leases. We used the modified retrospective approach, which allows application of the standard at the adoption date rather than at the beginning of the earliest comparative period presented. The adoption of this standard resulted in the recognition of operating lease agreements with a net present value of $22.7 million and corresponding right-of-use assets obtained in the same amount at January 1, 2019. See Note 9 for further discussion of leases. Not Yet Effective In March 2020 the FASB issued ASU 2020-04, Reference Rate Reform Topic 848 (“ASC 848”). The amendments in this ASU were put forth in response to the market transition from the LIBOR and other interbank offered rates to alternative reference rates. GAAP requires entities to evaluate whether a contract modification, such as the replacement or change of a reference rate, results in the establishment of a new contract or continuation of an existing contract. ASC 848 allows an entity to elect not to apply certain modification accounting requirements to contracts affected by reference rate reform. The standard provides this temporary election through December 31, 2022 and cannot be applied to contract modifications that occur after December 31, 2022. In January 2021 the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848). The objective of the new reference rate reform standard is to clarify the scope of Topic 848 and provide explicit guidance to help companies applying optional expedients and exceptions. This ASU is effective immediately for all entities that have applied optional expedients and exceptions. We are in the process of evaluating the effect that the adoption of this standard will have on our financial position and results of operations. |
Basis Of Presentation And Sum_3
Basis Of Presentation And Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract] | |
Schedule Of Supplemental Disclosures Of Cash Flow Information | 2021 2020 2019Cash paid during the year for: Interest$ 14,407 $ 13,049 $ 13,297Income taxes 5,483 4,122 1,944 Non-cash investing and financing activities: Issuance of common stock for Ascyrus Acquisition$ -- $ 20,000 $ --Issuance of common stock for contingent consideration 10,000 -- --Operating lease right of use assets 31,726 1,864 2,604 |
Schedule Of Property And Equipment And Depreciation Expense | Property and equipment, net balance for the years ended December 31 is as follows (in thousands): 2021 2020Equipment and software$ 73,820 $ 66,141Furniture and fixtures 6,668 6,186Leasehold improvements 39,175 38,256Total property and equipment 119,663 110,583Less accumulated depreciation and amortization 82,142 77,506Property and equipment, net $ 37,521 $ 33,077 Depreciation expense for the years ended December 31 is as follows (in thousands): 2021 2020 2019Depreciation expense$ 7,157 $ 6,948 $ 7,467 |
Acquisition Of Ascyrus (Tables)
Acquisition Of Ascyrus (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Acquisition Of Ascyrus [Abstract] | |
Purchase Price Allocation | Consideration Cash paid for acquisition$ 62,359Common stock issued 20,000Contingent consideration 55,407Fair value of total consideration $ 137,766 Purchase Price Allocation Cash and cash equivalents $ 4,017Intangible assets 72,600Net other assets/liabilities acquired (1,267)Goodwill 62,416Net assets acquired $ 137,766 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments [Abstract] | |
Summary Of Financial Instruments Measured At Fair Value | December 31, 2021Level 1 Level 2 Level 3 TotalCash equivalents: Money market funds$ 10,015 -- -- $ 10,015Total assets$ 10,015 $ -- $ -- $ 10,015 Long-term liabilities: Contingent consideration -- -- (49,400) (49,400)Total liabilities $ -- $ -- $ (49,400) $ (49,400) December 31, 2020Level 1 Level 2 Level 3 TotalCash equivalents: Money market funds$ 11,484 -- -- $ 11,484Restricted securities: Money market funds 546 -- -- 546Endospan loan -- -- 409 409Total 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 ConsiderationBalance as of December 31, 2020$ 409 $ (59,930)Payments -- 20,000Change in valuation (409) (9,470)Balance as of December 31, 2021$ -- $ (49,400) |
Cash Equivalents And Restrict_2
Cash Equivalents And Restricted Cash And Securities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash Equivalents And Restricted Cash And Securities [Abstract] | |
Summary Of Cash Equivalents And Restricted Securities | Unrealized Estimated Holding MarketDecember 31, 2021Cost Basis Gains ValueCash equivalents: Money market funds$ 10,015 -- $ 10,015Total assets$ 10,015 $ -- $ 10,015 Unrealized Estimated Holding MarketDecember 31, 2020Cost Basis Gains ValueCash equivalents: Money market funds$ 11,484 -- $ 11,484Restricted securities: Money market funds 546 -- 546Total assets$ 12,030 $ -- $ 12,030 |
Inventories, Net And Deferred_2
Inventories, Net And Deferred Preservation Costs (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventories, Net And Deferred Preservation Costs [Abstract] | |
Schedule Of Inventories | 2021 2020Raw materials and supplies$ 35,780 $ 33,625Work-in-process 9,712 6,318Finished goods 31,479 33,095Total inventories, net$ 76,971 $ 73,038 |
Schedule Of Deferred Preservation Costs | 2021 2020Cardiac tissues$ 20,591 $ 17,374Vascular tissues 22,272 19,172Total deferred preservation costs, net$ 42,863 $ 36,546 |
Goodwill And Other Intangible_2
Goodwill And Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Other Intangible Assets [Abstract] | |
Schedule Of Carrying Values Of Indefinite Lived Intangible Assets | 2021 2020Goodwill$ 250,000 $ 260,061In-process R&D 2,208 2,392Procurement contracts and agreements 2,013 2,013Trademarks 66 765 |
Schedule Of Goodwill By Reportable Segment | 2021 2020Balance as of January 1, $ 260,061 $ 186,697Ascyrus acquisition (942) 63,357Revaluation of goodwill denominated in foreign currency (9,119) 10,007Balance as of December 31, $ 250,000 $ 260,061 |
Schedule Of Gross Carrying Values, Accumulated Amortization, And Approximate Amortization Period Of Definite Lived Intangible Assets | Weighted Average Gross Carrying Accumulated Net Carrying Useful LifeDecember 31, 2021Value Amortization Value (Years)Acquired technology$ 213,626 $ 46,632 $ 166,994 17.7Other intangibles: Customer lists and relationships 31,148 9,618 21,530 20.5Distribution and manufacturing rights and know-how 9,847 4,308 5,539 5.0Patents 4,083 3,144 939 17.0Other 3,969 1,762 2,207 4.4Total other intangibles$ 49,047 $ 18,832 $ 30,215 10.6 Weighted Average Gross Carrying Accumulated Net Carrying Useful LifeDecember 31, 2020Value Amortization Value (Years)Acquired technology$ 222,182 $ 36,091 $ 186,091 17.6Other intangibles: Customer lists and relationships 31,316 8,132 23,184 20.5Distribution and manufacturing rights and know-how 14,728 5,349 9,379 6.1Patents 3,966 3,113 853 17.0Other 3,453 1,073 2,380 4.4Total other intangibles$ 53,463 $ 17,667 $ 35,796 10.8 |
Summary Of Amortization Expense | 2021 2020 2019Amortization expense$ 16,820 $ 13,764 $ 10,850 |
Scheduled Amortization Of Intangible Assets For Next Five Years | 2022 2023 2024 2025 2026 TotalAmortization expense$ 15,765 $ 15,261 $ 14,885 $ 12,878 $ 12,650 $ 71,439 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
Schedule Of (Loss) Income Before Income Taxes | 61 2021 2020 2019Domestic$ (10,263) $ (11,443) $ 6,369Foreign (4,564) (5,731) (4,725)(Loss) income before income taxes$ (14,827) $ (17,174) $ 1,644 |
Schedule Of Income Tax Expense Benefit | 2021 2020 2019Current: Federal$ 1,896 $ (2,460) $ 48State 551 445 80Foreign 3,391 707 2,041 5,838 (1,308) 2,169Deferred: Federal (2,801) 1,721 (850)State (307) 384 (131)Foreign (2,723) (1,289) (1,264) (5,831) 816 (2,245)Income tax expense (benefit)$ 7 $ (492) $ (76) |
Schedule Of Effective Income Tax Rate Reconciliation | 2021 2020 2019Tax expense (benefit) at statutory rate$ (3,114) $ (3,606) $ 345 Increase (reduction) in income taxes resulting from: Valuation allowance change 1,566 3,952 153Foreign income taxes 1,138 378 425Nondeductible executive compensation 1,075 580 778Net change in uncertain tax positions 762 (1,115) (360)Foreign interest disallowance 307 298 292State income taxes, net of federal benefit 73 (455) (108)Nondeductible entertainment expenses 65 94 201Foreign deferred items 53 (63) 365Equity compensation (477) (204) (1,921)Research and development credit (959) (457) (400)Other (482) 106 154Total income tax expense (benefit)$ 7 $ (492) $ (76) |
Schedule Of Deferred Tax Assets And Liabilities | 2021 2020Deferred tax assets: Finance and operating leases$ 13,762 $ 6,880Loss carryforwards 6,649 7,911Excess interest carryforward 3,547 2,660Accrued expenses 2,088 2,002Stock compensation 2,007 2,034Deferred compensation 1,535 1,326Property 1,356 1,397Credit carryforwards 601 1,214Inventory and deferred preservation costs write-downs 397 308Other 3,770 2,798Less valuation allowance (13,282) (7,170)Total deferred tax assets, net 22,430 21,360 2021 2020Deferred tax liabilities: Intangible assets (29,086) (35,770)Finance and operating leases (13,404) (6,617)Unrealized gains and losses (4,088) (4,929)Debt costs (1,024) (1,528)Prepaid items (395) (417)Inventory and deferred preservation costs write-downs (105) --Financing arrangements -- (4,700)Other (770) (665)Total deferred tax liabilities (48,872) (54,626) Total deferred tax liabilities, net$ (26,442) $ (33,266) |
Schedule Of Uncertain Tax Position Liability And Liability For Interest And Penalties On Uncertain Tax Positions | 2021 2020 2019Beginning balance$ 2,574 $ 3,523 $ 3,889Increases related to current year tax positions 1,661 473 691Decreases due to the lapsing of statutes of limitations (241) (1,703) (880)Decreases related to prior year tax positions (170) (238) (154)(Decreases) increases for foreign exchange differences (121) 99 (22)Increases (decreases) related to prior year tax positions 386 420 (1)Ending balance$ 4,089 $ 2,574 $ 3,523 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule Of Supplemental Balance Sheet Information Related To Leases | Operating leases:December 31, 2021 December 31, 2020Operating lease right-of-use assets$58,097 $28,242Accumulated amortization (12,383) (9,671)Operating lease right-of-use assets, net$45,714 $18,571 Current maturities of operating leases$3,149 $5,763Non-current maturities of operating leases 44,869 14,034Total operating lease liabilities$48,018 $19,797 Finance leases: Property and equipment, at cost$ 6,759 $ 7,620Accumulated amortization (2,105) (1,905)Property and equipment, net$ 4,654 $ 5,715 Current maturities of finance leases$ 528 $ 614Non-current maturities of finance leases 4,374 5,300Total finance lease liabilities$ 4,902 $ 5,914 Weighted average remaining lease term (in years): Operating leases 12.5 5.1Finance leases 8.8 9.8 Weighted average discount rate: Operating leases 5.8% 5.2%Finance leases 2.0% 2.0% |
Summary Of Lease Costs | December 31, 2021 December 31, 2020Amortization of property and equipment$ 596 $ 643Interest expense on finance leases 110 118 Total finance lease expense 706 761Operating lease expensea 7,521 7,145Sublease income (399) (905) Total lease expense$7,828 $7,001_____________________a Total rental expense for operating leases was $6.6 million in 2019. |
Schedule Of Supplemental Cash Flow Information Related To Leases | Cash paid for amounts included in the measurement of lease liabilities:2021 2020 Operating cash flows for operating leases$ 6,061 $ 7,407 Financing cash flows for finance leases 557 653 Operating cash flows for finance leases 105 126 |
Schedule Of Minimum Lease Payments For Finance, Operating, And Sublease Income Leases | Finance Operating Sublease Leases Leases Income2022$ 600 $ 5,928 $ 3062023 629 5,619 --2024 623 6,174 --2025 599 5,188 --2026 579 4,797 --Thereafter 2,318 42,210 --Total minimum lease payments$ 5,348 $ 69,916 $ 306Less amount representing interest 446 21,898 Present value of net minimum lease payments 4,902 48,018 Less current maturities 528 3,149 Lease obligations, less current maturities$ 4,374 $ 44,869 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt [Abstract] | |
Schedule Of Short-Term And Long-Term Balances Of Term Loan | As of December 31, 2021 2020Term loan balance$ 216,000 $ 218,250Convertible senior notes 100,000 79,5552.45% Sparkasse Zollernalb (KFW Loan 1) 566 8861.40% Sparkasse Zollernalb (KFW Loan 2) 1,061 1,457Total loan balance 317,627 300,148Less unamortized loan origination costs (8,504) (8,485)Net borrowings 309,123 291,663Less short-term loan balance, net (1,630) (1,195)Long-term loan balance, net$ 307,493 $ 290,468 |
Schedule Of Debt Maturities | 2022 2023 2024 2025 2026 Thereafter TotalMaturities$ 2,785 $ 2,785 $ 2,596 $ 102,462 $ 2,250 $ 204,749 $ 317,627 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition [Abstract] | |
Disaggregation Of Revenue | 2021 2020 2019Domestic hospitals$ 150,301 $ 137,810 $ 144,538International hospitals 106,639 80,524 85,241International distributors 41,046 34,429 40,427CardioGenesis cardiac laser therapy 850 464 6,016Total sources of revenue$ 298,836 $ 253,227 $ 276,222 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock Compensation [Abstract] | |
Schedule Of Shares Available For Grant | Authorized Available for GrantPlan Shares 2021 20201996 Discounted Employee Stock Purchase Plan, as amended 1,900,000 63,000 150,0002009 Equity and Cash Incentive Plan 7,570,000 -- 52,0002020 Equity and Cash Incentive Plan 4,105,000 3,310,000 4,094,000Total 13,575,000 3,373,000 4,296,000 |
Schedule Of Stock Grant Activity For RSAs | Weighted Average Grant DateRSAs Shares Fair ValueUnvested at December 31, 2018 326,000 $ 17.19Granted 93,000 29.77Vested (149,000) 14.45Forfeited (27,000) 20.53Unvested at December 31, 2019 243,000 23.30Granted 123,000 24.70Vested (108,000) 20.66Unvested at December 31, 2020 258,000 25.08Granted 140,000 25.68Vested (130,000) 22.40Forfeited (33,000) 27.39Unvested at December 31, 2021 235,000 26.59 |
Schedule Of Stock Grant Activity For RSUs | Weighted Average Remaining Aggregate Contractual IntrinsicRSUs Shares Term in years ValueUnvested at December 31, 2018 251,000 1.05 $ 7,123,000Granted 103,000 Vested (101,000) Forfeited (27,000) Unvested at December 31, 2019 226,000 0.93 6,131,000Granted 141,000 Vested (118,000) Forfeited (37,000) Unvested at December 31, 2020 212,000 1.02 5,015,000Granted 144,000 Vested (93,000) Forfeited (39,000) Unvested at December 31, 2021 224,000 0.94 4,558,000 Vested and expected to vest 224,000 0.94 $ 4,558,000 |
Schedule Of Stock Grant Activity For PSUs | Weighted Average Remaining Aggregate Contractual IntrinsicPSUs Shares Term in years ValueUnvested at December 31, 2018 147,000 0.72 $ 4,179,000Granted 322,000 Vested (87,000) Forfeited (35,000) Unvested at December 31, 2019 347,000 2.33 9,400,000Granted 70,000 Vested (55,000) Forfeited (31,000) Unvested at December 31, 2020 331,000 1.64 7,805,000Granted 215,000 Vested (60,000) Forfeited (114,000) Unvested at December 31, 2021 372,000 0.90 7,579,000 Vested and expected to vest 372,000 0.90 $ 7,579,000 |
Summary Of Stock Option Activity | Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Shares Exercise Price Term in years ValueOutstanding at December 31, 2018 1,333,000 $ 13.04 3.93 $ 20,439,000Granted 169,000 29.62 Exercised (334,000) 9.87 Forfeited (39,000) 22.64 Outstanding at December 31, 2019 1,129,000 16.14 3.67 12,763,000Granted 212,000 26.24 Exercised (88,000) 10.49 Forfeited (12,000) 27.36 Outstanding at December 31, 2020 1,241,000 18.16 3.38 8,215,000Granted 226,000 24.90 Exercised (179,000) 12.02 Forfeited (42,000) 26.00 Outstanding at December 31, 2021 1,246,000 20.00 3.20 4,038,931 Vested and expected to vest 1,246,000 $ 20.00 3.20 $ 4,038,931Exercisable at December 31, 2021 873,000 $ 17.48 2.19 $ 4,038,931 |
Summary Of Other Information Concerning Stock Options | 2021 2020 2019Weighted-average fair value of options granted$8.82 $8.64 $ 11.47Intrinsic value of options exercised 2,716,000 1,267,000 6,519,000 |
Schedule Of Weighted-Average Assumptions Used To Determine The Fair Value Of Options | 2021 2020 2019 Stock ESPP Stock ESPP Stock ESPP Options Options Options Options Options OptionsExpected life of options5.00 Years 0.50 Years 5.00 Years 0.50 Years 5.00 Years 0.50 YearsExpected stock price volatility0.40 0.45 0.35 0.52 0.40 0.39Risk-free interest rate0.57% 0.07% 1.41% 1.00% 2.54% 2.35% |
Summary Of Total Stock Compensation Expenses | 2021 2020 2019RSA, RSU, and PSU expense$ 9,023 $ 5,288 $ 7,451Stock option and ESPP option expense 2,254 2,216 1,960Total stock compensation expense$ 11,277 $ 7,504 $ 9,411 |
(Loss) Income Per Common Share
(Loss) Income Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
(Loss) Income Per Common Share [Abstract] | |
Computation Of Basic And Diluted (Loss) Income Per Common Share | Basic (loss) income per common share2021 2020 2019Net (loss) income$ (14,834) $ (16,682) $ 1,720Net loss (income) allocated to participating securities 94 111 (12)Net (loss) income allocated to common shareholders$ (14,740) $ (16,571) $ 1,708 Basic weighted-average common shares outstanding 38,983 37,861 37,118Basic (loss) income per common share$ (0.38) $ (0.44) $ 0.05 Diluted (loss) income per common share2021 2020 2019Net (loss) income$ (14,834) $ (16,682) $ 1,720Net loss (income) allocated to participating securities 94 111 (12)Net (loss) income allocated to common shareholders$ (14,740) $ (16,571) $ 1,708 Basic weighted-average common shares outstanding 38,983 37,861 37,118Effect of dilutive options and awardsa - - 742Diluted weighted-average common shares outstanding 38,983 37,861 37,860Diluted (loss) income per common share$ (0.38) $ (0.44) $ 0.05_____________________a We excluded stock options from the calculation of diluted weighted-average common shares outstanding if the per share value, including the sum of (i) the exercise price of the options and (ii) the amount of the compensation cost attributed to future services and not yet recognized, was greater than the average market price of the shares, because the inclusion of these stock options would be antidilutive to (loss) income per common share. For the year ended December 31, 2021 and 2020 all stock options and awards were excluded from the calculation of weighted-average common shares outstanding as these would be antidilutive to the net loss. For the year ended December 31, 2019 stock options to purchase 131,000 shares were excluded from the calculation of diluted weighted-average common shares outstanding. |
Segment Information And Geograp
Segment Information And Geographic (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment And Geographic Information [Abstract] | |
Revenues, Cost Of Products And Services, And Gross Margins For Operating Segments | 2021 2020 2019Revenues: Medical devices$ 221,597 $ 179,299 $ 197,246Preservation services 77,239 73,928 78,976Total revenues 298,836 253,227 276,222 Cost of products and preservation services: Medical devices 65,196 50,128 55,022Preservation services 36,126 35,315 38,187Total cost of products and preservation services 101,322 85,443 93,209 Gross margin: Medical devices 156,401 129,171 142,224Preservation services 41,113 38,613 40,789Total gross margin$ 197,514 $ 167,784 $ 183,013 |
Summary Of Net Revenues By Product And Service | 2021 2020 2019Products: Aortic stents and stent grafts$ 85,387 $ 61,663 $ 64,974Surgical sealants 70,714 62,068 68,611On-X 57,363 48,053 50,096Other 8,133 7,515 13,565Total products 221,597 179,299 197,246 Preservation services: 77,239 73,928 78,976Total revenues$ 298,836 $ 253,227 $ 276,222 |
Schedule Of Net Revenues By Geographic Location | 2021 2020 2019US$ 151,151 $ 138,274 $ 150,553International 147,685 114,953 125,669Total revenues$ 298,836 $ 253,227 $ 276,222 |
Basis Of Presentation And Sum_4
Basis Of Presentation And Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2021 | Jan. 01, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Foreign currency transaction gain (loss) | $ (5,500,000) | $ 1,800,000 | $ (1,200,000) | ||
Advertising expense | 1,000,000 | 1,100,000 | 1,700,000 | ||
Allowance for doubtful accounts | 1,100,000 | 973,000 | |||
Write-down to inventory | 4,800,000 | 1,700,000 | 601,000 | ||
Write-downs to deferred preservation costs | 575,000 | 1,700,000 | 787,000 | ||
Write-down to non-conforming tissues | 826,000 | ||||
Impairment of long-lived assets | 0 | 0 | $ 0 | ||
Net present value of operating lease liability | 48,018,000 | 19,797,000 | |||
Operating lease right-of-use assets, net | 45,714,000 | 18,571,000 | |||
Long-term debt | 309,123,000 | 291,663,000 | |||
Retained earnings | $ 1,975,000 | $ 20,022,000 | |||
Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Estimated useful lives | 3 years | ||||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Estimated useful lives | 10 years | ||||
ESPP Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
ESPP, percentage of market price for eligible employees | 85.00% | ||||
RSAs, PSAs, RSUs, PSUs And Stock Options [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
RSAs, PSAs, RSUs, PSUs And Stock Options [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Stock Options [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Period within grant date stock options granted typically expire | 7 years | ||||
ASU 2016-09 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Net present value of operating lease liability | $ 22,700,000 | ||||
Operating lease right-of-use assets, net | $ 22,700,000 | ||||
Accounting Standards Update 2020-06 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Long-term debt | $ 20,400,000 | ||||
Retained earnings | (3,200,000) | ||||
Additional paid-in capital | $ (16,400,000) |
Basis Of Presentation And Sum_5
Basis Of Presentation And Summary Of Significant Accounting Policies (Schedule Of Supplemental Disclosures Of Cash Flow Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Abstract] | |||
Interest | $ 14,407 | $ 13,049 | $ 13,297 |
Income taxes | 5,483 | 4,122 | 1,944 |
Issuance of common stock for Ascyrus Acquisition | 20,000 | ||
Issuance of common stock for contingent consideration | 10,000 | ||
Operating lease right of use assets | $ 31,726 | $ 1,864 | $ 2,604 |
Basis Of Presentation And Sum_6
Basis Of Presentation And Summary Of Significant Accounting Policies (Schedule Of Property And Equipment And Depreciation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 119,663 | $ 110,583 | |
Less accumulated depreciation and amortization | 82,142 | 77,506 | |
Property and equipment, net | 37,521 | 33,077 | |
Depreciation expense | 7,157 | 6,948 | $ 7,467 |
Equipment And Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 73,820 | 66,141 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 6,668 | 6,186 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 39,175 | $ 38,256 |
Sale Of PerClot (Narrative) (De
Sale Of PerClot (Narrative) (Details) - USD ($) $ in Thousands | Jul. 28, 2021 | Dec. 31, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from sale of assets | $ 19,000 | |
Write off of intangible assets | 4,944 | |
Gain from sale of non-financial assets | $ 15,923 | |
PerClot [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Consideration for sale of assets | $ 45,800 | |
Proceeds from sale of assets | 25,000 | |
Derecognition of intangible assets | 1,600 | |
Write off of intangible assets | 1,500 | |
Gain from sale of non-financial assets | 15,900 | |
PerClot [Member] | Transfer Of PerClot Manufacturing Equipment [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Contingent consideration receivable | 780 | |
PerClot [Member] | Artivion, Inc. And Starch Medical, Inc. [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Consideration for sale of assets | 60,800 | |
Proceeds from sale of assets | 25,000 | |
PerClot [Member] | Artivion, Inc. And Starch Medical, Inc. [Member] | PMA Approval [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Contingent consideration receivable | 25,000 | |
PerClot [Member] | Artivion, Inc. And Starch Medical, Inc. [Member] | Baxter Achievement Of Worldwide Sales [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Contingent consideration receivable | 10,000 | |
PerClot [Member] | Starch Medical, Inc. [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Consideration for sale of assets | 15,000 | |
Proceeds from sale of assets | 6,000 | |
PerClot [Member] | Starch Medical, Inc. [Member] | PMA Approval [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Contingent consideration receivable | 6,000 | |
PerClot [Member] | Starch Medical, Inc. [Member] | Baxter Achievement Of Worldwide Sales [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Contingent consideration receivable | $ 3,000 |
Acquisition Of Ascyrus (Narrati
Acquisition Of Ascyrus (Narrative) (Details) $ in Thousands | Sep. 02, 2020USD ($)shares | Dec. 31, 2021USD ($)item | Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | |||||
Current portion of contingent consideration | $ 16,430 | ||||
Noncurrent portion of contingent consideration | $ 49,400 | $ 49,400 | 43,500 | ||
Goodwill | 250,000 | 250,000 | 260,061 | $ 186,697 | |
Ascyrus Medical LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Aggregate amount of consideration transferred | $ 82,400 | ||||
Equity ownership percent | 100.00% | ||||
Cash consideration | $ 62,359 | ||||
Common shares issued | shares | 991,800 | ||||
Common stock value issued in business combination | $ 20,000 | ||||
Current portion of contingent consideration | 16,400 | ||||
Noncurrent portion of contingent consideration | $ 49,400 | 49,400 | 43,500 | ||
Goodwill | 62,416 | ||||
Fair value of combined purchase consideration | 137,800 | ||||
Contingent consideration, fair value adjustment | $ (9,500) | $ (4,500) | |||
Ascyrus Medical LLC [Member] | Measurement Input, Discount Rate [Member] | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration, measurement input | item | 0.09 | 0.09 | |||
Ascyrus Medical LLC [Member] | FDA Approval IDE for AMDS [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | 60,000 | $ 10,000 | |||
Common stock value issued in business combination | 20,000 | $ 10,000 | |||
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] | |||||
Aggregate amount of consideration transferred | $ 120,000 | ||||
Period of required contingent consideration | 3 years |
Acquisition Of Ascyrus (Purchas
Acquisition Of Ascyrus (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Sep. 02, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Purchase Price Allocation | ||||
Goodwill | $ 250,000 | $ 260,061 | $ 186,697 | |
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 | (1,267) | |||
Goodwill | 62,416 | |||
Net assets acquired | $ 137,766 |
Agreements With Endospan (Narra
Agreements With Endospan (Narrative) (Details) | Sep. 11, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Variable Interest Entity [Line Items] | |||||||
Securities purchase option agreement, expiration period | 90 days | ||||||
Number of tranches | item | 3 | ||||||
Endospan [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Securities purchase option agreement | $ 1,000,000 | $ 1,000,000 | |||||
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 | $ 358,000 | |||||
Distribution agreements, fair value | $ 5,500,000 | 5,500,000 | 8,000,000 | ||||
Expense from fair value adjustment | $ 409,000 | ||||||
Asset impairment | $ 4,900,000 | ||||||
Value of option purchase | $ 4,900,000 | ||||||
Endospan [Member] | Minimum [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Option to purchase outstanding securities | 350,000,000 | ||||||
Endospan [Member] | Maximum [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Option to purchase outstanding securities | $ 450,000,000 | ||||||
Secured Debt [Member] | Endospan [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Loan provided | 15,000,000 | ||||||
JOTEC GmbH [Member] | Endospan [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 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | $ 10,015 | $ 12,439 |
Current contingent consideration | (16,430) | |
Long-term contingent consideration | (49,400) | (43,500) |
Total liabilities | (49,400) | (59,930) |
Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 10,015 | 11,484 |
Restricted securities | 546 | |
Endospan Loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loan | 409 | |
Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 10,015 | 12,030 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 10,015 | 11,484 |
Restricted securities | 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 | |
Current contingent consideration | (16,430) | |
Long-term contingent consideration | (49,400) | (43,500) |
Total liabilities | (49,400) | (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 |
Financial Instruments (Reconcil
Financial Instruments (Reconciliation Of Changes In Fair Value Of Level 3 Liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in valuation | $ (8,870) | $ (4,523) |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance, Endospan Loan | 409 | |
Change in valuation | (409) | |
Ending balance, Endospan Loan | 409 | |
Beginning balance, Contingent Consideration | (59,930) | |
Payments | 20,000 | |
Change in valuation | (9,470) | |
Ending balance, Contingent Consideration | $ (49,400) | $ (59,930) |
Cash Equivalents And Restrict_3
Cash Equivalents And Restricted Cash And Securities (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | $ 546,000 | ||
Gross realized gains or losses on cash equivalents | $ 0 | 0 | $ 0 |
Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | 546,000 | ||
Maturity Date Within Three Months [Member] | Money Market Funds [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted securities | $ 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 |
Cash Equivalents And Restrict_4
Cash Equivalents And Restricted Cash And Securities (Summary Of Cash Equivalents And Restricted Securities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash and Cash Equivalents [Line Items] | ||||
Cash Equivalents, Cost Basis | $ 55,010 | $ 61,958 | $ 34,294 | $ 42,236 |
Cost Basis | 10,015 | 12,030 | ||
Restricted Securities, Cost Basis | 546 | |||
Unrealized Holding Gains | ||||
Estimated Market Value | 10,015 | 12,030 | ||
Money Market Funds [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash Equivalents, Cost Basis | 10,015 | 11,484 | ||
Restricted Securities, Cost Basis | 546 | |||
Unrealized Holding Gains | ||||
Cash Equivalents, Estimated Market Value | $ 10,015 | 11,484 | ||
Restricted Securities, Estimated Market Value | $ 546 |
Inventories, Net And Deferred_3
Inventories, Net And Deferred Preservation Costs (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Consignment inventory | $ 12.9 | $ 11.9 |
Inventory valuation reserve | $ 3.2 | $ 3.5 |
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, Net And Deferred_4
Inventories, Net And Deferred Preservation Costs (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventories, Net And Deferred Preservation Costs [Abstract] | ||
Raw materials and supplies | $ 35,780 | $ 33,625 |
Work-in-process | 9,712 | 6,318 |
Finished goods | 31,479 | 33,095 |
Total inventories, net | $ 76,971 | $ 73,038 |
Inventories And Deferred Preser
Inventories And Deferred Preservation Costs (Schedule Of Deferred Preservation Costs) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Total deferred preservation costs | $ 42,863 | $ 36,546 |
Cardiac Tissues [Member] | ||
Total deferred preservation costs | 20,591 | 17,374 |
Vascular Tissues [Member] | ||
Total deferred preservation costs | $ 22,272 | $ 19,172 |
Goodwill And Other Intangible_3
Goodwill And Other Intangible Assets (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill And Other Intangible Assets [Abstract] | ||
Impairment of indefinite lived intangible assets | $ 0 | $ 0 |
Goodwill And Other Intangible_4
Goodwill And Other Intangible Assets (Schedule Of Carrying Values Of Indefinite Lived Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill | $ 250,000 | $ 260,061 | $ 186,697 |
In-Process R&D [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Total indefinite lived intangible assets | 2,208 | 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 | $ 66 | $ 765 |
Goodwill And Other Intangible_5
Goodwill And Other Intangible Assets (Schedule Of Goodwill By Reportable Segment) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill And Other Intangible Assets [Abstract] | ||
Beginning balance | $ 260,061 | $ 186,697 |
Ascyrus acquisition | (942) | |
Ascyrus acquisition | 63,357 | |
Revaluation of goodwill denominated in foreign currency | (9,119) | 10,007 |
Ending balance | $ 250,000 | $ 260,061 |
Goodwill And Other Intangible_6
Goodwill And Other Intangible Assets (Schedule Of Gross Carrying Values, Accumulated Amortization, And Approximate Amortization Period Of Definite Lived Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other Intangibles [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 49,047 | $ 53,463 |
Accumulated Amortization | 18,832 | 17,667 |
Net Carrying Value | $ 30,215 | $ 35,796 |
Weighted Average Useful Life (Years) | 10 years 7 months 6 days | 10 years 9 months 18 days |
Acquired Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 213,626 | $ 222,182 |
Accumulated Amortization | 46,632 | 36,091 |
Net Carrying Value | $ 166,994 | $ 186,091 |
Weighted Average Useful Life (Years) | 17 years 8 months 12 days | 17 years 7 months 6 days |
Customer Lists And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 31,148 | $ 31,316 |
Accumulated Amortization | 9,618 | 8,132 |
Net Carrying Value | $ 21,530 | $ 23,184 |
Weighted Average Useful Life (Years) | 20 years 6 months | 20 years 6 months |
Distribution And Manufacturing Rights And Know-How [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 9,847 | $ 14,728 |
Accumulated Amortization | 4,308 | 5,349 |
Net Carrying Value | $ 5,539 | $ 9,379 |
Weighted Average Useful Life (Years) | 5 years | 6 years 1 month 6 days |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 4,083 | $ 3,966 |
Accumulated Amortization | 3,144 | 3,113 |
Net Carrying Value | $ 939 | $ 853 |
Weighted Average Useful Life (Years) | 17 years | 17 years |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 3,969 | $ 3,453 |
Accumulated Amortization | 1,762 | 1,073 |
Net Carrying Value | $ 2,207 | $ 2,380 |
Weighted Average Useful Life (Years) | 4 years 4 months 24 days | 4 years 4 months 24 days |
Goodwill And Other Intangible_7
Goodwill And Other Intangible Assets (Summary Of Amortization Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill And Other Intangible Assets [Abstract] | |||
Amortization expense | $ 16,820 | $ 13,764 | $ 10,850 |
Goodwill And Other Intangible_8
Goodwill And Other Intangible Assets (Scheduled Amortization Of Intangible Assets For Next Five Years) (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill And Other Intangible Assets [Abstract] | |
2022 | $ 15,765 |
2023 | 15,261 |
2024 | 14,885 |
2025 | 12,878 |
2026 | 12,650 |
Total | $ 71,439 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective income tax rate | (3.00%) | (5.00%) | |
Federal statutory income tax rate | 21.00% | ||
Valuation allowances against deferred tax assets | $ 13,282,000 | $ 7,170,000 | |
Net deferred tax liability | 26,442,000 | 33,266,000 | |
Income tax expense | 7,000 | (492,000) | $ (76,000) |
Federal net operating loss carryforwards related to the acquisitions of Cardiogenesis and Hemosphere | 2,000,000 | ||
State net operating loss carryforwards | 3,000,000 | ||
Foreign net operating loss carryforwards | 1,800,000 | ||
Research and development tax credit carryforwards | 500,000 | ||
Other tax credit | $ 110,000 | ||
Other tax credit expiration date | Dec. 31, 2027 | ||
Tax credit carryforwards expiration date | Dec. 31, 2030 | ||
Excess interest carryforward | $ 3,547,000 | 2,660,000 | |
Non-current liabilities recorded related to interest and penalties on uncertain tax positions | 220,000 | 261,000 | |
Penalties and interest income (expense) | 35,000 | 180,000 | (27,000) |
Total uncertain tax liability including interest and penalties | 4,300,000 | 2,800,000 | |
Uncertain tax liability recorded as reduction to deferred tax assets | 300,000 | 300,000 | |
Uncertain tax liability recorded to non-current liability | 4,000,000 | 2,500,000 | |
Approximate amount of uncertain tax liability to be recognized | 185,000 | ||
Approximate amount that would affect tax rate | 3,200,000 | 2,600,000 | $ 3,500,000 |
Interest deduction limit | 11,700,000 | $ 15,800,000 | |
Correction In Calculation Of Valuation Allowance And Uncertain Tax Position [Member] | |||
Income tax expense | $ 2,100,000 | ||
State [Member] | |||
Operating loss carryforwards expiration date | Dec. 31, 2022 | ||
Foreign Authority [Member] | |||
Net deferred tax liability | $ 175,000 | ||
Operating loss carryforwards expiration date | Dec. 31, 2025 |
Income Taxes (Schedule Of (Loss
Income Taxes (Schedule Of (Loss) Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Abstract] | |||
Domestic | $ (10,263) | $ (11,443) | $ 6,369 |
Foreign | (4,564) | (5,731) | (4,725) |
(Loss) income before income taxes | $ (14,827) | $ (17,174) | $ 1,644 |
Income Taxes (Schedule Of Incom
Income Taxes (Schedule Of Income Tax Expense Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Abstract] | |||
Current: Federal | $ 1,896 | $ (2,460) | $ 48 |
Current: State | 551 | 445 | 80 |
Current: Foreign | 3,391 | 707 | 2,041 |
Current: Income tax expense (benefit) | 5,838 | (1,308) | 2,169 |
Deferred: Federal | (2,801) | 1,721 | (850) |
Deferred: State | (307) | 384 | (131) |
Deferred: Foreign | (2,723) | (1,289) | (1,264) |
Deferred: Income tax expense (benefit) | (5,831) | 816 | (2,245) |
Total income tax expense (benefit) | $ 7 | $ (492) | $ (76) |
Income Taxes (Schedule Of Effec
Income Taxes (Schedule Of Effective Income Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Abstract] | |||
Tax expense (benefit) at statutory rate | $ (3,114) | $ (3,606) | $ 345 |
Valuation allowance change | 1,566 | 3,952 | 153 |
Foreign income taxes | 1,138 | 378 | 425 |
Nondeductible executive compensation | 1,075 | 580 | 778 |
Net change in uncertain tax positions | 762 | (1,115) | (360) |
Foreign interest disallowance | 307 | 298 | 292 |
State income taxes, net of federal benefit | 73 | (455) | (108) |
Nondeductible entertainment expenses | 65 | 94 | 201 |
Foreign deferred items | 53 | (63) | 365 |
Equity compensation | (477) | (204) | (1,921) |
Research and development credit | (959) | (457) | (400) |
Other | (482) | 106 | 154 |
Total income tax expense (benefit) | $ 7 | $ (492) | $ (76) |
Income Taxes (Schedule Of Defer
Income Taxes (Schedule Of Deferred Tax Assets And Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Taxes [Abstract] | ||
Finance and operating leases | $ 13,762 | $ 6,880 |
Loss carryforwards | 6,649 | 7,911 |
Excess interest carryforward | 3,547 | 2,660 |
Accrued expenses | 2,088 | 2,002 |
Stock compensation | 2,007 | 2,034 |
Deferred compensation | 1,535 | 1,326 |
Property | 1,356 | 1,397 |
Credit carryforwards | 601 | 1,214 |
Inventory and deferred preservation costs write-downs | 397 | 308 |
Other | 3,770 | 2,798 |
Less valuation allowance | (13,282) | (7,170) |
Total deferred tax assets, net | 22,430 | 21,360 |
Intangible assets | (29,086) | (35,770) |
Finance and operating leases | (13,404) | (6,617) |
Unrealized gains and losses | (4,088) | (4,929) |
Debt costs | (1,024) | (1,528) |
Prepaid items | (395) | (417) |
Inventory and deferred preservation costs write-downs | (105) | |
Financing arrangements | (4,700) | |
Other | (770) | (665) |
Total deferred tax liabilities | (48,872) | (54,626) |
Total deferred tax liabilities, net | $ (26,442) | $ (33,266) |
Income Taxes (Schedule Of Uncer
Income Taxes (Schedule Of Uncertain Tax Position Liability And Liability For Interest And Penalties On Uncertain Tax Positions) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Abstract] | |||
Beginning balance | $ 2,574 | $ 3,523 | $ 3,889 |
Increases related to current year tax positions | 1,661 | 473 | 691 |
Decreases due to the lapsing of statutes of limitations | (241) | (1,703) | (880) |
Decreases related to prior year tax positions | (170) | (238) | (154) |
(Decreases) for foreign exchange differences | (121) | (22) | |
Increases for foreign exchange differences | 99 | ||
Increases (decreases) related to prior year tax positions | 386 | 420 | (1) |
Ending balance | $ 4,089 | $ 2,574 | $ 3,523 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Millions | Jun. 01, 2021 | Jan. 06, 2021 |
Lease Modified January 6, 2021 [Member] | ||
Operating Leased Assets [Line Items] | ||
Increase in operating lease liabilities | $ 23.3 | |
Increase in right of use assets | $ 23.3 | |
Discount rate | 6.41% | |
JOTEC (including NEXUS) [Member] | ||
Operating Leased Assets [Line Items] | ||
Increase in operating lease liabilities | $ 9.8 | |
Increase in right of use assets | $ 9.8 | |
Discount rate | 5.46% |
Leases (Schedule Of Supplementa
Leases (Schedule Of Supplemental Balance Sheet Information Related To Leases) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 58,097 | $ 28,242 |
Accumulated amortization | (12,383) | (9,671) |
Operating lease right-of-use assets, net | 45,714 | 18,571 |
Current maturities of operating leases | 3,149 | 5,763 |
Non-current maturities of operating leases | 44,869 | 14,034 |
Total operating lease liabilities | 48,018 | 19,797 |
Finance leases, Property and equipment, at cost | 6,759 | 7,620 |
Finance leases, Accumulated amortization | (2,105) | (1,905) |
Finance leases, property and equipment, net | 4,654 | 5,715 |
Current maturities of finance leases | 528 | 614 |
Non-current maturities of finance leases | 4,374 | 5,300 |
Total finance lease liabilities | $ 4,902 | $ 5,914 |
Weighted average remaining lease term (in years): Operating leases | 12 years 6 months | 5 years 1 month 6 days |
Weighted average remaining lease term (in years): Finance leases | 8 years 9 months 18 days | 9 years 9 months 18 days |
Weighted average discount rate: Operating leases | 5.80% | 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 | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Leases [Abstract] | |||||
Amortization of property and equipment | $ 596 | $ 643 | |||
Interest expense on finance leases | 110 | 118 | |||
Total finance lease expense | 706 | 761 | |||
Operating lease expense | 7,521 | [1] | 7,145 | [1] | $ 6,600 |
Sublease income | (399) | (905) | |||
Total lease expense | $ 7,828 | $ 7,001 | |||
[1] | Total rental expense for operating leases was $ 6.6 million in 2019. |
Leases (Schedule Of Supplemen_2
Leases (Schedule Of Supplemental Cash Flow Information Related To Leases) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 6,061 | $ 7,407 |
Financing cash flows for finance leases | 557 | 653 |
Operating cash flows for finance leases | $ 105 | $ 126 |
Leases (Schedule Of Minimum Lea
Leases (Schedule Of Minimum Lease Payments For Finance, Operating, And Sublease Income Leases) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Finance Leases, 2022 | $ 600 | |
Finance Leases, 2023 | 629 | |
Finance Leases, 2024 | 623 | |
Finance Leases, 2025 | 599 | |
Finance Leases, 2025 | 579 | |
Finance Leases, Thereafter | 2,318 | |
Finance Leases, Total minimum lease payments | 5,348 | |
Finance Leases, Less amount representing interest | (446) | |
Finance Leases, Present value of net minimum lease payments | 4,902 | $ 5,914 |
Finance Leases, Less current maturities | (528) | (614) |
Finance lease obligations, less current maturities | 4,374 | 5,300 |
Operating Leases, 2022 | 5,928 | |
Operating Leases, 2023 | 5,619 | |
Operating Leases, 2024 | 6,174 | |
Operating Leases, 2025 | 5,188 | |
Operating Leases, 2025 | 4,797 | |
Operating Leases, Thereafter | 42,210 | |
Operating Leases, Total minimum lease payments | 69,916 | |
Operating Leases, Less amount representing interest | (21,898) | |
Operating Leases, Present value of net minimum lease payments | 48,018 | 19,797 |
Operating Leases, Less current maturities | (3,149) | (5,763) |
Operating Leases, Lease liabilities, less current maturities | 44,869 | $ 14,034 |
Sublease Income, 2022 | 306 | |
Sublease Income | $ 306 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | Jun. 18, 2020USD ($)$ / shares | Apr. 29, 2020USD ($) | Jun. 30, 2015 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2020USD ($) | Dec. 01, 2017USD ($) |
Line of Credit Facility [Line Items] | ||||||||||
Credit facility default interest rate | 2.00% | |||||||||
Credit facility aggregate interest rate | 4.50% | |||||||||
Credit facility commitment fee percentage | 0.50% | |||||||||
Credit facility repayments | $ 30,000,000 | |||||||||
Proceeds from issuance of convertible debt | 100,000,000 | |||||||||
Debt issuance costs | $ 2,219,000 | 3,647,000 | ||||||||
Interest expense | 16,900,000 | 16,700,000 | $ 14,900,000 | |||||||
Interest Expense [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt issuance costs | 361,000 | |||||||||
Debt extinguishment costs | $ 474,000 | |||||||||
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% | 2.45% | ||||||||
1.40% Sparkasse Zollernalb (KFW Loan 2) [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate on amounts borrowed | 1.40% | 1.40% | ||||||||
Convertible Senior Notes [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Credit facility repayments | 30,000,000 | |||||||||
Face value | $ 100,000,000 | |||||||||
Notes payable | $ 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 principal amount | $ 1,000 | |||||||||
Conversion price | $ / shares | $ 23.46 | |||||||||
Debt fair value | $ 116,000,000 | |||||||||
Effective interest rate | 5.05% | |||||||||
Interest expense | $ 4,900,000 | 4,200,000 | ||||||||
Unamortized debt issuance costs | $ 2,500,000 | |||||||||
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 principal 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 | |||||||||
Credit facility aggregate interest rate | 5.20% | |||||||||
Credit facility repayments | $ 30,000,000 | |||||||||
Line of credit facility, percentage threshold of principal amount outstanding | 25.00% | |||||||||
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] | Amended Credit Agreement Two [Member] | Circumstance I [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument, extension circumstance period | 91 days | |||||||||
Term Loan [Member] | Amended Credit Agreement Two [Member] | Circumstance II [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument, extension circumstance period | 182 days | |||||||||
Term Loan [Member] | Base Rate [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Credit facility margin | 2.25% | 3.00% | 2.25% | |||||||
Term Loan [Member] | Base Rate [Member] | Amended Credit Agreement Two [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Credit facility margin | 2.50% | |||||||||
Term Loan [Member] | LIBOR [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Credit facility margin | 3.25% | 4.00% | 3.25% | |||||||
Term Loan [Member] | LIBOR [Member] | Amended Credit Agreement Two [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Credit facility margin | 3.50% | |||||||||
Revolving Credit Facility And Term Loan [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt issuance costs | $ 2,100,000 | |||||||||
Amortization of the debt issuance costs | $ 1,800,000 | |||||||||
Revolving Credit Facility And Term Loan [Member] | Amended Credit Agreement Two [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument, extension period | 2 years 6 months | |||||||||
Revolving Credit Facility And Term Loan [Member] | Convertible Senior Notes [Member] | Amended Credit Agreement Two [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate on amounts borrowed | 4.25% |
Debt (Schedule Of Short-Term An
Debt (Schedule Of Short-Term And Long-Term Balances Of Term Loan) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 01, 2017 | Jun. 30, 2015 |
Debt Instrument [Line Items] | ||||
Total loan balance | $ 317,627 | $ 300,148 | ||
Less unamortized loan origination costs | (8,504) | (8,485) | ||
Total loan balance | 309,123 | 291,663 | ||
Less short-term loan balance, net | (1,630) | (1,195) | ||
Long-term loan balance, net | 307,493 | 290,468 | ||
2.45% Sparkasse Zollernalb (KFW Loan 1) [Member] | ||||
Debt Instrument [Line Items] | ||||
Total loan balance | $ 566 | 886 | ||
Interest rate on amounts borrowed | 2.45% | 2.45% | ||
1.40% Sparkasse Zollernalb (KFW Loan 2) [Member] | ||||
Debt Instrument [Line Items] | ||||
Total loan balance | $ 1,061 | 1,457 | ||
Interest rate on amounts borrowed | 1.40% | 1.40% | ||
Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Total loan balance | $ 216,000 | 218,250 | $ 225,000 | |
Convertible Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total loan balance | $ 100,000 | $ 79,555 |
Debt (Schedule Of Debt Maturiti
Debt (Schedule Of Debt Maturities) (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt [Abstract] | |
2022 | $ 2,785 |
2023 | 2,785 |
2024 | 2,596 |
2025 | 102,462 |
2026 | 2,250 |
Thereafter | 204,749 |
Total | $ 317,627 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Company's matching contribution of employees' salary | 3.50% | ||
Cash surrender value of life insurance | $ 6,600,000 | $ 6,400,000 | |
Deferred compensation liability, current | 378,000 | 68,000 | |
Deferred compensation liability, non-current | $ 5,952,000 | $ 5,518,000 | |
401(K) [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Company's matching contribution of employees' salary | 4.00% | 4.00% | |
Company's total contributions | $ 2,100,000 | $ 1,900,000 | $ 1,600,000 |
Discretionary contributions | $ 0 | $ 0 | $ 0 |
Revenue Recognition (Disaggrega
Revenue Recognition (Disaggregation Of Revenue) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total sources of revenue | $ 298,836 | $ 253,227 | $ 276,222 |
Domestic Hospitals [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sources of revenue | 150,301 | 137,810 | 144,538 |
International Hospitals [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sources of revenue | 106,639 | 80,524 | 85,241 |
International Distributors [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sources of revenue | 41,046 | 34,429 | 40,427 |
Cardiogenesis [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total sources of revenue | $ 850 | $ 464 | $ 6,016 |
Stock Compensation (Narrative)
Stock Compensation (Narrative) (Details) | Aug. 11, 2020shares | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)itemshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of performance stock unit grants | item | 2 | ||||
Percentage of target number of shares of common stock granted as Performance Stock Units | 83.00% | ||||
Total fair value | $ | $ 7,300,000 | $ 6,700,000 | $ 9,800,000 | ||
Employees purchased common stock, shares | 87,000 | 83,000 | 61,000 | ||
Capitalized stock compensation expense | $ | $ 566,000 | $ 592,000 | $ 612,000 | ||
Reversal in expense | $ | $ 1,900,000 | ||||
ESPP Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
ESPP, percentage of market price for eligible employees | 85.00% | ||||
RSAs, RSUs, And PSUs [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Authorized awards from approved stock incentive plans | 500,000 | 335,000 | |||
Aggregate grant date market value | $ | $ 12,600,000 | $ 8,300,000 | |||
Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grants of stock options | 226,000 | 212,000 | 169,000 | ||
Unrecognized compensation costs | $ | $ 2,000,000 | ||||
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year 6 months 25 days | ||||
RSAs, RSUs, PSUs, And PSAs [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Authorized awards from approved stock incentive plans | 507,000 | ||||
Aggregate grant date market value | $ | $ 15,000,000 | ||||
Unrecognized compensation costs | $ | $ 9,100,000 | ||||
Restricted Stock Awards (RSAs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Authorized awards from approved stock incentive plans | 140,000 | 123,000 | 93,000 | ||
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year 2 months 23 days | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Authorized awards from approved stock incentive plans | 144,000 | 141,000 | 103,000 | ||
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 1 year 7 months 20 days | ||||
Performance Stock Units (PSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Authorized awards from approved stock incentive plans | 215,000 | 70,000 | 322,000 | ||
Expected weighted-average period for recognizing the unrecognized compensation costs, in years | 10 months 24 days | ||||
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 | 150.00% | ||||
Long-term PSUs [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 5 years | ||||
PSU [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of performance stock unit grants | item | 2 | ||||
Annual PSU [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award performance period | 1 year | ||||
Annual PSU [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 102.00% | ||||
Special PSU [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award performance period | 1 year | ||||
Special PSU [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 118.00% | ||||
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 | 150.00% | ||||
Maximum [Member] | Long-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 | 288.00% | ||||
Maximum [Member] | Annual PSU [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 150.00% | ||||
Maximum [Member] | Special PSU [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 200.00% | ||||
Executive Officer [Member] | Maximum [Member] | Long-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 | 192.00% | ||||
2009 Equity And Cash Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Increase in shares authorized under plan | 1,900,000 | ||||
Grants of stock options | 1,400,000 | ||||
2020 Equity and Cash Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Increase in shares authorized under plan | 4,100,000 | ||||
Authorized awards from approved stock incentive plans | 2,700,000 | ||||
2020 PSU Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Authorized awards from approved stock incentive plans | 70,000 | ||||
Percentage of target number of shares of common stock granted as Performance Stock Units | 100.00% | ||||
Compensation expense | $ | $ 1,300,000 | ||||
Reversal in expense | $ | $ 1,100,000 |
Stock Compensation (Schedule Of
Stock Compensation (Schedule Of Shares Available For Grant) (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized Shares | 13,575,000 | |
Available for Grant | 3,373,000 | 4,296,000 |
1996 Discounted Employee Stock Purchase Plan, As Amended [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized Shares | 1,900,000 | |
Available for Grant | 63,000 | 150,000 |
2009 Equity And Cash Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized Shares | 7,570,000 | |
Available for Grant | 52,000 | |
2020 Equity and Cash Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized Shares | 4,105,000 | |
Available for Grant | 3,310,000 | 4,094,000 |
Stock Compensation (Schedule _2
Stock Compensation (Schedule Of Stock Grant Activity For RSAs) (Details) - Restricted Stock Awards (RSAs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested, Beginning Balance, Shares | 258,000 | 243,000 | 326,000 |
Granted, Shares | 140,000 | 123,000 | 93,000 |
Vested, Shares | (130,000) | (108,000) | (149,000) |
Forfeited, Shares | (33,000) | (27,000) | |
Unvested, Ending Balance, Shares | 235,000 | 258,000 | 243,000 |
Unvested, Beginning Balance, Weighted Average Grant Date Fair Value | $ 25.08 | $ 23.30 | $ 17.19 |
Granted, Weighted Average Grant Date Fair Value | 25.68 | 24.70 | 29.77 |
Vested, Weighted Average Grant Date Fair Value | 22.40 | 20.66 | 14.45 |
Forfeited, Weighted Average Grant Date Fair Value | 27.39 | 20.53 | |
Unvested, Ending Balance, Weighted Average Grant Date Fair Value | $ 26.59 | $ 25.08 | $ 23.30 |
Stock Compensation (Schedule _3
Stock Compensation (Schedule Of Stock Grant Activity For RSUs) (Details) - Restricted Stock Units (RSUs) [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested, Beginning Balance, Shares | 212,000 | 226,000 | 251,000 | |
Granted, Shares | 144,000 | 141,000 | 103,000 | |
Vested, Shares | (93,000) | (118,000) | (101,000) | |
Forfeited, Shares | (39,000) | (37,000) | (27,000) | |
Unvested, Ending Balance, Shares | 224,000 | 212,000 | 226,000 | 251,000 |
Vested and expected to vest, Shares | 224,000 | |||
Outstanding, Weighted Average Remaining Contractual Term in Years | 11 months 8 days | 1 year 7 days | 11 months 4 days | 1 year 18 days |
Vested and expected to vest, Weighted Average Remaining Contractual Term in Years | 11 months 8 days | |||
Outstanding, Aggregate Intrinsic Value | $ 4,558,000 | $ 5,015,000 | $ 6,131,000 | $ 7,123,000 |
Vested and expected to vest, Aggregate Intrinsic Value | $ 4,558,000 |
Stock Compensation (Schedule _4
Stock Compensation (Schedule Of Stock Grant Activity For PSUs) (Details) - Performance Stock Units (PSUs) [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested, Beginning Balance, Shares | 331,000 | 347,000 | 147,000 | |
Granted, Shares | 215,000 | 70,000 | 322,000 | |
Vested, Shares | (60,000) | (55,000) | (87,000) | |
Forfeited, Shares | (114,000) | (31,000) | (35,000) | |
Unvested, Ending Balance, Shares | 372,000 | 331,000 | 347,000 | 147,000 |
Vested and expected to vest, Shares | 372,000 | |||
Outstanding, Weighted Average Remaining Contractual Term in Years | 10 months 24 days | 1 year 7 months 20 days | 2 years 3 months 29 days | 8 months 19 days |
Vested and expected to vest, Weighted Average Remaining Contractual Term in Years | 10 months 24 days | |||
Outstanding, Aggregate Intrinsic Value | $ 7,579,000 | $ 7,805,000 | $ 9,400,000 | $ 4,179,000 |
Vested and expected to vest, Aggregate Intrinsic Value | $ 7,579,000 |
Stock Compensation (Summary Of
Stock Compensation (Summary Of Stock Option Activity) (Details) - Stock Options [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding, Beginning Balance, Shares | 1,241,000 | 1,129,000 | 1,333,000 | |
Granted, Shares | 226,000 | 212,000 | 169,000 | |
Exercised, Shares | (179,000) | (88,000) | (334,000) | |
Forfeited, Shares | (42,000) | (12,000) | (39,000) | |
Outstanding, Ending Balance, Shares | 1,246,000 | 1,241,000 | 1,129,000 | 1,333,000 |
Vested and expected to vest, Shares | 1,246,000 | |||
Exercisable, Shares | 873,000 | |||
Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 18.16 | $ 16.14 | $ 13.04 | |
Granted, Weighted Average Exercise Price | 24.90 | 26.24 | 29.62 | |
Exercised, Weighted Average Exercise Price | 12.02 | 10.49 | 9.87 | |
Forfeited, Weighted Average Exercise Price | 26 | 27.36 | 22.64 | |
Outstanding, Ending Balance, Weighted Average Exercise Price | 20 | $ 18.16 | $ 16.14 | $ 13.04 |
Vested and expected to vest, Weighted Average Exercise Price | 20 | |||
Exercisable, Weighted Average Exercise Price | $ 17.48 | |||
Outstanding, Weighted Average Remaining Contractual Term in years | 3 years 2 months 12 days | 3 years 4 months 17 days | 3 years 8 months 1 day | 3 years 11 months 4 days |
Vested and expected to vest, Weighted Average Remaining Contractual Term in Years | 3 years 2 months 12 days | |||
Exercisable, Weighted Average Remaining Contractual Term in years | 2 years 2 months 8 days | |||
Outstanding, Aggregate Intrinsic Value | $ 4,038,931 | $ 8,215,000 | $ 12,763,000 | $ 20,439,000 |
Vested and expected to vest, Aggregate Intrinsic Value | 4,038,931 | |||
Exercisable, Aggregate Intrinsic Value | $ 4,038,931 |
Stock Compensation (Summary O_2
Stock Compensation (Summary Of Other Information Concerning Stock Options) (Details) - Stock Options [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average fair value of options granted | $ 8.82 | $ 8.64 | $ 11.47 |
Intrinsic value of options exercised | $ 2,716,000 | $ 1,267,000 | $ 6,519,000 |
Stock Compensation (Schedule _5
Stock Compensation (Schedule Of Weighted-Average Assumptions Used To Determine The Fair Value Of Options) (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life | 5 years | 5 years | |
Expected stock price volatility | 0.40% | 0.35% | 0.40% |
Risk-free interest rate | 0.57% | 1.41% | 2.54% |
ESPP Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life | 6 months | 6 months | |
Expected stock price volatility | 0.45% | 0.52% | 0.39% |
Risk-free interest rate | 0.07% | 1.00% | 2.35% |
Stock Compensation (Summary O_3
Stock Compensation (Summary Of Total Stock Compensation Expenses) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock compensation expense | $ 11,277 | $ 7,504 | $ 9,411 |
RSA, RSU, And PSU Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock compensation expense | 9,023 | 5,288 | 7,451 |
Stock Option And ESPP Option Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock compensation expense | $ 2,254 | $ 2,216 | $ 1,960 |
(Loss) Income Per Common Shar_2
(Loss) Income Per Common Share (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019shares | |
Stock Options [Member] | |
Antidilutive securities excluded from computation of earnings per share | 131,000 |
(Loss) Income Per Common Shar_3
(Loss) Income Per Common Share (Computation Of Basic And Diluted (Loss) Income Per Common Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Basic (loss) income per common share | ||||
Net (loss) income | $ (14,834) | $ (16,682) | $ 1,720 | |
Net (loss) income allocated to participating securities | 94 | 111 | (12) | |
Net (loss) income allocated to common shareholders | $ (14,740) | $ (16,571) | $ 1,708 | |
Basic weighted-average common shares outstanding | 38,983 | 37,861 | 37,118 | |
Basic (loss) income per common share | $ (0.38) | $ (0.44) | $ 0.05 | |
Diluted (loss) income per common share | ||||
Net (loss) income | $ (14,834) | $ (16,682) | $ 1,720 | |
Net (loss) income allocated to participating securities | 94 | 111 | (12) | |
Net (loss) income allocated to common shareholders | $ (14,740) | $ (16,571) | $ 1,708 | |
Basic weighted-average common shares outstanding | 38,983 | 37,861 | 37,118 | |
Effect of dilutive options and awards | [1] | 742 | ||
Diluted weighted-average common shares outstanding | 38,983 | 37,861 | 37,860 | |
Diluted (loss) income per common share | $ (0.38) | $ (0.44) | $ 0.05 | |
[1] | We excluded stock options from the calculation of diluted weighted-average common shares outstanding if the per share value, including the sum of (i) the exercise price of the options and (ii) the amount of the compensation cost attributed to future services and not yet recognized, was greater than the average market price of the shares, because the inclusion of these stock options would be antidilutive to (loss) income per common share. For the year ended December 31, 2021 and 2020 all stock options and awards were excluded from the calculation of weighted-average common shares outstanding as these would be antidilutive to the net loss. For the year ended December 31, 2019 stock options to purchase 131,000 shares were excluded from the calculation of diluted weighted-average common shares outstanding. |
Transactions With Related Par_2
Transactions With Related Parties (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Member Of Board Of Directors Joining 2018 [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 222,000 | $ 378,000 | $ 341,000 |
Segment And Geographic Inform_2
Segment And Geographic Information (Narrative) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Revenues | $ 298,836 | $ 253,227 | $ 276,222 |
Goodwill | 250,000 | 260,061 | 186,697 |
Domestic [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 151,151 | 138,274 | $ 150,553 |
Germany {Member] | |||
Segment Reporting Information [Line Items] | |||
Long-lived assets | $ 20,600 | $ 15,100 | |
Percentage of revenue | 10.00% | 10.00% | 10.00% |
Medical Devices [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 221,597 | $ 179,299 | $ 197,246 |
Goodwill | 250,000 | 260,100 | |
Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 0 | $ 0 | $ 0 |
Long-Lived Assets [Member] | Geographic Concentration Risk [Member] | Domestic [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration percentage | 45.00% | 54.00% | |
Long-Lived Assets [Member] | Geographic Concentration Risk [Member] | Germany {Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration percentage | 97.00% |
Segment And Geographic Inform_3
Segment And Geographic Information (Revenues, Cost Of Products And Services, And Gross Margins For Operating Segments) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 298,836 | $ 253,227 | $ 276,222 |
Total cost of products and preservation services | 101,322 | 85,443 | 93,209 |
Total gross margin | 197,514 | 167,784 | 183,013 |
Medical Devices [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 221,597 | 179,299 | 197,246 |
Total cost of products and preservation services | 65,196 | 50,128 | 55,022 |
Total gross margin | 156,401 | 129,171 | 142,224 |
Preservation Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 77,239 | 73,928 | 78,976 |
Total cost of products and preservation services | 36,126 | 35,315 | 38,187 |
Total gross margin | $ 41,113 | $ 38,613 | $ 40,789 |
Segment And Geographic Inform_4
Segment And Geographic Information (Summary Of Net Revenues By Product And Service) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product Information [Line Items] | |||
Total revenues | $ 298,836 | $ 253,227 | $ 276,222 |
Products [Member] | |||
Product Information [Line Items] | |||
Total revenues | 221,597 | 179,299 | 197,246 |
Aortic Stents And Stent Grafts [Member] | |||
Product Information [Line Items] | |||
Total revenues | 85,387 | 61,663 | 64,974 |
Surgical Sealants [Member] | |||
Product Information [Line Items] | |||
Total revenues | 70,714 | 62,068 | 68,611 |
On-X [Member] | |||
Product Information [Line Items] | |||
Total revenues | 57,363 | 48,053 | 50,096 |
Other [Member] | |||
Product Information [Line Items] | |||
Total revenues | 8,133 | 7,515 | 13,565 |
Preservation Services [Member] | |||
Product Information [Line Items] | |||
Total revenues | $ 77,239 | $ 73,928 | $ 78,976 |
Segment And Geographic Inform_5
Segment And Geographic Information (Schedule Of Net Revenues By Geographic Location) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenues | $ 298,836 | $ 253,227 | $ 276,222 |
Domestic [Member] | |||
Total revenues | 151,151 | 138,274 | 150,553 |
Foreign [Member] | |||
Total revenues | $ 147,685 | $ 114,953 | $ 125,669 |