0000784199-16-000306.txt : 20161027 0000784199-16-000306.hdr.sgml : 20161027 20161027070543 ACCESSION NUMBER: 0000784199-16-000306 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20161027 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161027 DATE AS OF CHANGE: 20161027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRYOLIFE INC CENTRAL INDEX KEY: 0000784199 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 592417093 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13165 FILM NUMBER: 161953883 BUSINESS ADDRESS: STREET 1: 1655 ROBERTS BOULEVARD N W CITY: KENNESAW STATE: GA ZIP: 30144 BUSINESS PHONE: 7704193355 MAIL ADDRESS: STREET 1: 1655 ROBERTS BOULEVARD N W CITY: KENNESAW STATE: GA ZIP: 30144 8-K 1 c199-20161027x8k.htm 8-K 8K 3Q 2016 10-26-16







UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

FORM 8-K



CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  October 27, 2016

_______________________

CRYOLIFE, INC.

(Exact name of registrant as specified in its charter)
_________________________





 

 

Florida

1-13165

59-2417093

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)



1655 Roberts Boulevard, N.W.,  Kennesaw,  Georgia  30144
(Address of principal executive office) (zip code)

Registrant's telephone number, including area code: (770) 419-3355

_____________________________________________________________

(Former name or former address, if changed since last report)

_________________________



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

 



Section 2 Financial Information



Item 2.02 Results of Operations and Financial Condition.



On October 26, 2016, CryoLife, Inc. (“CryoLife” or the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2016. CryoLife hereby incorporates by reference herein the information set forth in its press release dated October  26, 2016, a copy of which is attached hereto as Exhibit 99.1. Except as otherwise provided in the press release, the press release speaks only as of the date of such press release, and it shall not create any implication that the affairs of the Company have continued unchanged since such date.

The information provided pursuant to this Item 2.02 is to be considered “furnished” pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any of CryoLife’s reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.



Except for the historical information contained in this report, the statements made by CryoLife are forward-looking statements that involve risks and uncertainties. All such statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. CryoLife’s future financial performance could differ significantly from the expectations of management and from results expressed or implied in the press release. Please refer to the last paragraph of the text portion of the press release for further discussion about forward-looking statements. For further information on risk factors, please refer to “Risk Factors” contained in CryoLife’s Form 10-K filed for the year ended December 31, 2015 and its subsequent filings with the Securities and Exchange Commission, as well as in the press release furnished with this Form 8-K as Exhibit 99.1. CryoLife disclaims any obligation or duty to update or modify these forward-looking statements.





Section 5 Corp. Governance and Management



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





On October 25, 2016, the Board of Directors (the “Board”) of CryoLife, Inc. a Florida corporation (NYSE: CRY) (the “Company”) increased the size of the Company’s Board to nine members and elected James W. Bullock, 60, as a director of the Company. Mr. Bullock will be included as one of the Company’s directors who will stand for reelection by the Company’s shareholders at the Company’s Annual Meeting to be held in May 2017. On October 25, 2016, the Company issued a press release regarding Mr. Bullock’s appointment, a copy of which is attached hereto.



 


 

 

 

The Board has affirmatively determined the Mr. Bullock qualifies as an independent director under the categorical standards of the corporate governance rules of New York Stock Exchange as defined under applicable law.



There are no arrangements or understandings between Mr. Bullock and any person pursuant to which Mr. Bullock was selected as a director, and there are no actual or proposed transactions between Mr. Bullock or any of his related persons and the Company that would require disclosure under Item 404(a) of Regulation S-K (17 CFR 229.404(a)) in connection with his appointment as a director of the Company.



As of the date of his appointment, Mr. Bullock is entitled to receive compensation and participate in the plans of the Company applicable to all of the Company’s directors, as more particularly described on page 16 of the Company’s proxy statement filed April 21, 2016, under the sub-heading “Elements of Non-Employee Director Compensation”. In accordance with such plans, Mr. Bullock will be granted, as soon as practicable after any applicable trading blackout has been lifted, a restricted stock award valued at $50,000 on the grant date, such award to vest on May 15, 2017. In addition, commencing on November 1, 2016, Mr. Bullock will receive monthly cash compensation for his service on the Board ($3,333.33/month) until such time as the Company’s Board determines to modify the cash component for director compensation or Mr. Bullock ceases to be a director. Each of the foregoing awards was made in respect of, and prorated to, Mr. Bullock’s service from the date of his appointment until the anticipated date of the Company’s next Annual Meeting.



Except as set forth above, there is no other material Company plan, contract or arrangement in which Mr. Bullock will participate in connection with his appointment.



On October 25, 2016,  the Company adopted a new form change of control agreement that will be executed by our named executive officers.  We note that Mr. Mackin has a separate change of control agreement in his employment agreement which will not be replaced.  The named executive officers’  new change of control agreement has a one-year annual renewal term; utilizes a double trigger requiring a change of control event and an employment action; provides a change of control severance payment of salary and cash bonus with a 2 times annual multiplier for the CFO, a 1.5 times annual multiplier for Senior Vice Presidents, and a 1 times annual multiplier for Vice Presidents; and, also as part of the change of control severance payment, provides for a period of health care coverage after separation.   

 

 


 

 

 





Section 9Financial Statements and Exhibits.



Item 9.01(d)Exhibits



(a)Financial Statements

Not applicable



(b)Pro Forma Financial Information.

Not applicable.



(c)Shell Company Transactions.

Not applicable.



(d)Exhibits.



Exhibit Number

Description

99.1*

Press release dated October 26, 2016

99.2*

Press release dated October 25, 2016





*This exhibit is furnished, not filed.







 

 


 

 

 

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, CryoLife, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.







CRYOLIFE, INC.



 



 

Date:  October  27, 2016

By: /s/ D. Ashley Lee



Name:   D. Ashley Lee



Title:   Executive Vice President, Chief    Operating Officer and Chief Financial Officer 



           



 



 





 

 


EX-99.1 2 c199-20161027xex99_1.htm EX-99.1 8K - 3Q 2016 Financial Results Exh 991 10-26-16

Exhibit 99.1







FOR IMMEDIATE RELEASE



Contacts:



CryoLife                                                                             

The Ruth Group

D. Ashley Lee

Nick Laudico / Zack Kubow

Executive Vice President, Chief Financial Officer and Chief Operating Officer

646-536-7030 / 7020

nlaudico@theruthgroup.com

Phone: 770-419-3355

zkubow@theruthgroup.com



CryoLife Reports Third Quarter 2016 Financial Results



Increases 2016 Financial Guidance



Third Quarter Highlights:

·

Revenue Increased 23 Percent Year-over-Year to $45.3 Million; Non-GAAP Revenues Increased Six Percent Year-over-Year

·

Gross Margins Increased to 66 Percent; Non-GAAP Gross Margins Increased to 67 Percent

·

GAAP Net Income was $3.0 Million, or $0.09 Per Fully Diluted Common Share;  Non-GAAP Net Income was $4.4 Million, or $0.13 Per Fully Diluted Common Share



ATLANTA, GA – (October 26, 2016) – CryoLife, Inc. (NYSE: CRY),  a leading medical device and tissue processing company focused on cardiac surgery, announced today its results for the third quarter and first nine months of 2016. 



Pat Mackin, Chairman, President and Chief Executive Officer, said, “We posted strong financial and operating results in the third quarter by executing on our core goals and objectives.  These results demonstrate that our decision to expand the sales team through the acquisition of On-X and focus on the cardiac surgery market is facilitating cross-selling opportunities and broadening awareness of our On-X valves, as anticipatedOur results were strengthened by our initiative to transition to a direct sales model in several key markets in Europe.  We also made solid progress advancing our other 2016 key initiatives.  The enhancements to our tissue processing operations are improving our ability to meet the strong demand for our tissue products, particularly for vascular tissue, which represents a near-term growth opportunity.  In addition, we expect to resume enrollment in the PerClot IDE trial during the fourth quarter of 2016, keeping us on track for potential FDA approval for this product in the first half of 2019.  Looking forward, we expect to finish the year with a solid fourth quarter and deliver meaningful revenue growth and additional margin expansion in 2017.    



Revenues for the third quarter of 2016 increased 23 percent to $45.3 million, compared to $36.7 million for the third quarter of 2015.  The increase was primarily driven by the acquisition of On-X Life Technologies (On-X) in January 2016, along with revenue increases in BioGlue and cardiac tissues.  Non-GAAP revenues for the third quarter of 2016 increased six percent compared


 

to the third quarter of 2015.  A reconciliation of GAAP financial metrics to non-GAAP financial metrics is included as part of this press release.



Revenues for the first nine months of 2016 increased 28 percent to $135.4 million, compared to $106.1 million for the first nine months of 2015.  The increase was primarily driven by the acquisition of On-X, along with revenue increases in BioGlue and in cardiac and vascular tissues.  Non-GAAP revenues for the first nine months of 2016 increased eight percent compared to the first nine months of 2015. 



GAAP net income for the third quarter of 2016 was $3.0 million, or $0.09 per basic and fully diluted common share, compared to net income of $2.1 million, or $0.08 per basic and $0.07 per fully diluted common share, for the third quarter of 2015.  Non-GAAP net income for the third quarter of 2016 was $4.4 million, or $0.13 per fully diluted common share, compared to non-GAAP net income of $3.3 million, or $0.11 per fully diluted common share for the third quarter of 2015. 



GAAP net income for the first nine months of 2016 was $7.9 million, or $0.24 per basic and fully diluted common share, compared to net income of $1.4 million, or $0.05 per basic and fully diluted common share, for the first nine months of 2015.  Non-GAAP net income for the first nine months of 2016 was $12.0 million, or $0.36 per fully diluted common share, compared to non-GAAP net income of $4.7 million, or $0.16 per fully diluted common share for the first nine months of 2015.  



Based on its financial results through the first nine months of 2016 and the current business outlook, the Company is raising its 2016 financial guidance as summarized below. 



2016 Financial Guidance Summary



Previous

Revised

Total revenues

$180 million - $182 million

Year-over-year mid to upper single digit % non-GAAP revenue increase

$181 million - $182.5 million

Year-over-year mid to upper single digit % non-GAAP revenue increase

Product revenues

Year-over-year mid to upper single digit % non-GAAP revenue increase

Same

Tissue processing revenues

Year-over-year mid-single digit % revenue increase

Same

Gross margins

Approximately 64%

Approximately 65%

R&D expenses

$13 million - $15 million

$14 million - $15 million

Non-GAAP income per common share

$0.32 - $0.34

$0.43 - $0.45



All numbers are GAAP except where expressly referenced as non-GAAP.  The Company does not provide GAAP income per common share on a forward-looking basis because the Company is unable to predict with reasonable certainty business development and acquisition-related expenses, purchase accounting fair value adjustments, and any unusual gains and losses without unreasonable effort.  These items are uncertain, depend on various factors, and could be material to results computed in accordance with GAAP.

   

 

 


 

The Company’s financial guidance for the full year of 2016 is subject to the risks identified below in the last paragraph of this press release before the financial tables.  

Non-GAAP Financial Measures 

This press release contains non-GAAP financial measures.  Investors should consider this non-GAAP information in addition to, and not as a substitute for, financial measures prepared in accordance with U.S. GAAP.  In addition, this non-GAAP financial information may not be the same as similar measures presented by other companies.  The Company’s non-GAAP revenues include On-X revenues for the period in 2016 prior to the closing of the acquisition and On-X revenues for the comparable periods of 2015 and excludes revenues for the HeRO Graft and ProCol product lines for 2016 and 2015.  The Company’s other non-GAAP results exclude (as applicable) business development expenses, including the acquired inventory basis step-up expense; gain on sale of business components; amortization expenses; severance expenses associated with certain employee departures; the gain on the sale of Medafor investment; the write-off of PerClot Topical inventory; and intangible impairment.  The Company believes that these non-GAAP presentations provide useful information to investors regarding unusual non-operating transactions and the operating expense structure of the Company’s existing and recently acquired operations, without regard to its on-going efforts to acquire additional complementary products and businesses and the transaction and integration expenses incurred in connection with recently acquired and divested product lines.  The Company believes it is useful to exclude certain expenses because such amounts in any specific period may not directly correlate to the underlying performance of its business operations and can vary significantly between periods as a result of factors such as new acquisitions, amortization of previously acquired tangible and intangible assets, or unusual compensation expenses.  The Company does, however, expect to incur similar types of expenses in the future, and this non-GAAP financial information should not be viewed as a statement or indication that these types of expenses will not recur.



Webcast and Conference Call Information



The Company will hold a teleconference call and live webcast tomorrow at 8:00 a.m. Eastern Time to discuss the results followed by a question and answer session hosted by Mr. Mackin.



To listen to the live teleconference, please dial 201-689-8261 a few minutes prior to 8:00 a.m.  A replay of the teleconference will be available October 27 through November 2 and can be accessed by calling (toll free) 877-660-6853 or 201-612-7415.  The conference number for the replay is 13647654.



The live webcast and replay can be accessed by going to the Investor Relations section of the CryoLife website at www.cryolife.com and selecting the heading Webcasts & Presentations.



About CryoLife, Inc.



Headquartered in suburban Atlanta, Georgia, CryoLife is a leader in the manufacturing, processing, and distribution of medical devices and implantable living tissues used in cardiac surgical procedures.  CryoLife markets and sells products in more than 80 countries worldwide.  For additional information about CryoLife, visit our website, www.cryolife.com

 

 


 



Statements made in this press release that look forward in time or that express management's beliefs, expectations, or hopes are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements reflect the views of management at the time such statements are made.  These statements include those regarding the continued benefit from our decision to expand the CryoLife sales team through the acquisition of On-X and to focus on the cardiac surgery market, including the facilitation of cross-selling opportunities and broader awareness of the On-X valve; the continued benefit from our other key 2016 initiatives including enhancing our tissue processing operations, our ability to meet demand for our cardiac and vascular tissues, our expectation that such demand will be strong and that vascular tissue represents a near-term growth opportunity, and our expectation that we will be able to resume enrollment in the PerClot IDE in the fourth quarter of 2016 and stay on track for FDA approval in the first half of 2019; and our ability to post a solid fourth quarter of growth in 2016, including achieving our updated 2016 guidance for revenues, gross margins, R&D expenses, and non-GAAP income per common share; and to deliver meaningful revenue growth and additional margin expansion in 2017. These forward-looking statements are subject to a number of risks, uncertainties, estimates, and assumptions that may cause actual results to differ materially from current expectations.  These risks and uncertainties include that the expected benefits of a larger sales force or our market opportunities due to our focus on the cardiac surgery market may be incorrect or may not be achieved; the expected benefits from enhancements to our tissue process operations may be incorrect or may not be achieved; the expected growth opportunity in our vascular tissue services may be incorrect or may not be achieved; and the expected timing for enrollment in the PerClot IDE or FDA approval of PerClot may be incorrect or may not be achieved.  These risks and uncertainties include the risk factors detailed in our Securities and Exchange Commission filings, including our Form 10-K for the year ended December 31, 2015, and our subsequent filings with the SEC. CryoLife does not undertake to update its forward-looking statements.



 

 


 

CRYOLIFE, INC. AND SUBSIDIARIES

Financial Highlights

(In thousands, except per share data)







Three Months Ended

 

Nine Months Ended



September 30,

 

September 30,



2016

 

2015

 

2016

 

2015

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Products

$

28,004 

 

$

19,859 

 

$

85,067 

 

$

59,168 

Preservation services

 

17,248 

 

 

16,844 

 

 

50,284 

 

 

46,892

Total revenues

 

45,252 

 

 

36,703 

 

 

135,351 

 

 

106,060 



 

 

 

 

 

 

 

 

 

 

 

Cost of products and preservation services:

 

 

 

 

 

 

 

 

 

 

 

Products

 

6,598 

 

 

4,278 

 

 

21,299 

 

 

13,555 

Preservation services

 

8,872 

 

 

9,443 

 

 

26,348 

 

 

28,302 

Total cost of products and

 

 

 

 

 

 

 

 

 

 

 

preservation services

 

15,470 

 

 

13,721 

 

 

47,647 

 

 

41,857 



 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

29,782 

 

 

22,982 

 

 

87,704 

 

 

64,203 



 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

General, administrative, and marketing

 

20,592 

 

 

17,494 

 

 

69,302 

 

 

55,790 

Research and development

 

3,714 

 

 

2,960 

 

 

9,602 

 

 

7,896 

Total operating expenses

 

24,306 

 

 

20,454 

 

 

78,904 

 

 

63,686 



  Gain from sale of business components

 

 

--

 

 

--

 

 

(7,915)

 

 

--

Operating income (loss)

 

5,476 

 

 

2,528 

 

 

16,715 

 

 

517 



 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

      742

 

 

     (78)

 

 

2,256 

 

 

   (18)

Interest income

 

     (18)

 

 

     (14)

 

 

     (48)

 

 

   (29)

Gain on sale of Medafor investment

 

         --

 

 

         --

 

 

        --

 

 

   (891)   

Other (income) expense, net

 

       21

 

 

   (238)

 

 

(146)

 

 

   204



 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

4,731 

 

 

2,858 

 

 

14,653 

 

 

  1,251

Income tax expense (benefit)

 

1,738 

 

 

713 

 

 

6,772 

 

 

  (118)



 

 

 

 

 

 

 

 

 

 

 

Net income

$

2,993 

 

$

2,145 

 

$

7,881 

 

$

1,369 



 

 

 

 

 

 

 

 

 

 

 

Income per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.09 

 

$

0.08 

 

$

0.24 

 

$

0.05 

Diluted

$

0.09 

 

$

0.07 

 

$

0.24 

 

$

0.05 



 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share

$

--

 

$

0.03 

 

$

--

 

$

0.09 



 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

32,151 

 

 

27,823 

 

 

31,731 

 

 

27,687 

Diluted

 

33,165 

 

 

28,596 

 

 

32,568 

 

 

28,487 



 

 


 



CRYOLIFE, INC. AND SUBSIDIARIES

Financial Highlights

(In thousands)





 

 

 

 

 

 

 

 

 

 

 



Three Months Ended

 

Nine Months Ended



September 30,

 

September 30,



2016

 

2015

 

2016

 

2015

Products:

 

 

 

 

 

 

 

 

 

 

 

BioGlue and BioFoam

On-X

$

15,9768,890 

 

$

14,283

--

 

$

47,47925,159 

 

$

42,844

--

CardioGenesis cardiac laser therapy

 

1,653 

 

 

1,852 

 

 

5,497 

 

 

5,932 

PerClot

PhotoFix

 

950535 

 

 

975444 

 

 

2,9831,406 

 

 

2,987959 

HeRO Graft

 

--

 

 

1,934 

 

 

2,325 

 

 

5,538 

ProCol

 

--

 

 

371 

 

 

218 

 

 

908 

         Total products

 

28,004 

 

 

19,859 

 

 

85,067 

 

 

59,168 



 

 

 

 

 

 

 

 

 

 

 

Preservation services:

 

 

 

 

 

 

 

 

 

 

 

Cardiac tissue

 

8,279 

 

 

7,537 

 

 

22,255 

 

 

21,089 

Vascular tissue

 

8,969 

 

 

9,307 

 

 

28,029 

 

 

25,803 

Total preservation services

 

17,248 

 

 

16,844 

 

 

50,284 

 

 

46,892 



 

 

 

 

 

 

 

 

 

 

 

Total revenues

$

45,252 

 

$

36,703 

 

$

135,351 

 

$

106,060 



 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

  U.S.

$

32,406 

 

$

29,370 

 

$

98,842 

 

$

84,181 

International

 

12,846 

 

 

7,333 

 

 

36,509 

 

 

21,879 

Total revenues

$

45,252 

 

$

36,703 

 

$

135,351 

 

$

106,060 



 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

September 30,

 

December 31,



2016

 

2015



 

 

 

 

 

Cash, cash equivalents, and restricted cash and securities

$

54,875 

 

$

43,418 

Total current assets

 

142,095 

 

 

109,663 

Total assets

 

308,857 

 

 

181,179 

Total current liabilities

 

24,758 

 

 

19,605 

Total liabilities

 

104,695 

 

 

25,928 

Shareholders’ equity

 

204,162 

 

 

155,251 





 

 


 

CRYOLIFE, INC. AND SUBSIDIARIES

Reconciliation of GAAP to Non-GAAP

Net Income and Diluted Income per Common Share

(In thousands, except per share data)





 

 

 

 

 

 

 

 

 

 

 



   Three Months Ended

 

     Nine Months Ended



September 30,

 

September 30,



 2016

 

   2015

 

    2016

 

    2015

GAAP:

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

$

4,731 

 

$

2,858 

 

$

14,653 

 

$

1,251 

Income tax expense (benefit)

 

1,738 

 

 

713 

 

 

6,772 

 

 

(118)

Net income

$

  2,993

 

$

2,145 

 

$

7,881 

 

$

1,369 



 

 

 

 

 

 

 

 

 

 

 

Diluted income per common share:

$

    0.09

 

$

0.07 

 

$

0.24 

 

$

0.05 



 

 

 

 

 

 

 

 

 

 

 

Diluted weighted-average common

 

 

 

 

 

 

 

 

 

 

 

shares outstanding

 

33,165 

 

 

28,596 

 

 

32,568 

 

 

28,487 



 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

Reconciliation of income before income

 

 

 

 

 

 

 

 

 

 

 

taxes, GAAP to net income, non-GAAP:

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

Income before income taxes, GAAP

$

4,731 

 

$

2,858 

 

$

14,653 

 

$

1,251 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

Business development expenses

 

413 

 

 

817 

 

 

7,048 

 

 

1,880 

Gain on sale of business components

 

--

 

 

--

 

 

(7,915)

 

 

--    

Amortization expense

 

1,155 

 

 

503 

 

 

3,273 

 

 

1,520 

Acquisition inventory basis step-up expense

 

750 

 

 

--

 

 

2,217 

 

 

--

Severance expenses

 

--

 

 

1,065 

 

 

--

 

 

2,923 

Gain on sale of Medafor investment

 

--

 

 

--

 

 

--

 

 

(891)

Write-off of PerClot Topical inventory

 

--

 

 

--

 

 

--

 

 

498 

Intangible impairment

 

--

 

 

--

 

 

--

 

 

457 

Income before income taxes, non-GAAP

 

7,049 

 

 

5,243 

 

 

19,276 

 

 

7,638 



 

 

 

 

 

 

 

 

 

 

 

Income tax expense calculated at 38% normalized

 

 

 

 

 

 

 

 

 

 

 

tax rate

 

2,679 

 

 

1,992 

 

 

7,325 

 

 

2,902 

Net income, non-GAAP

$

4,370 

 

$

3,251 

 

$

11,951 

 

$

4,736 



 

 

 

 

 

 

 

 

 

 

 

Reconciliation of diluted income per

 

 

 

 

 

 

 

 

 

 

 

common share, GAAP to diluted income per

 

 

 

 

 

 

 

 

 

 

 

common share, non-GAAP:

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

Diluted income per common share, GAAP:

$

0.09 

 

$

0.07 

 

$

0.24 

 

$

0.05 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

Business development expenses

 

0.01 

 

 

0.03 

 

 

0.13 

 

 

0.04 

Gain on sale of business components

 

--

 

 

--

 

 

(0.15)

 

 

--

Amortization expense

 

0.03 

 

 

0.02 

 

 

0.06 

 

 

0.03 

Acquisition inventory basis step-up expense

 

0.02 

 

 

--

 

 

0.04 

 

 

--

Severance expenses

 

--

 

 

0.04 

 

 

--

 

 

0.06 

Gain on sale of Medafor investment

 

--

 

 

--

 

 

--

 

 

(0.02)

Write-off of PerClot Topical inventory

 

--

 

 

--

 

 

--

 

 

0.01 

Intangible impairment

 

--

 

 

--

 

 

--

 

 

0.01 

Tax effect of non-GAAP adjustments

 

(0.02)

 

 

(0.04)

 

 

0.01 

 

 

--

Effect of 38% normalized tax rate

 

--

 

 

(0.01)

 

 

0.03 

 

 

(0.02)

Diluted income per common share,

 

 

 

 

 

 

 

 

 

 

 

non-GAAP:

$

0.13 

 

$

0.11 

 

$

0.36 

 

$

0.16 



 

 

 

 

 

 

 

 

 

 

 

Diluted weighted-average common

 

 

 

 

 

 

 

 

 

 

 

shares outstanding

 

33,165 

 

 

28,596 

 

 

32,568 

 

 

28,487 



 

 

 

 

 

 

 

 

 

 

 











 

 


 

CRYOLIFE, INC. AND SUBSIDIARIES

Reconciliation of GAAP to Non-GAAP

Revenues; Gross Margin; General, Administrative, and Marketing

(In thousands, except per share data)





 

 

 

 

 

 

 

 

 

 

 

 

 



           Three Months Ended

 

             Nine Months Ended



September 30,

 

September 30,



  2016

 

2015

Growth Rate

 

2016

 

 2015

Growth Rate

Reconciliation of total revenues, GAAP

 

 

 

 

 

 

 

 

 

 

 

 

 

to total revenues, non-GAAP:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues, GAAP

$

45,252 

 

$

36,703 

23%

 

$

135,351 

 

$

106,060 

28%

Plus: On-X pre acquisition revenues

 

--

 

 

8,384 

 

 

 

1,627 

 

 

25,083 

 

Less: HeRO revenues

 

--

 

 

(1,934)

 

 

 

(2,325)

 

 

(5,538)

 

Less: ProCol revenues

 

--

 

 

(371)

 

 

 

(218)

 

 

(908)

 

Total revenues, non-GAAP

$

45,252 

 

$

42,782 

6%

 

$

134,435 

 

$

124,697 

8%



 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 



Three Months Ended

 

 

     Nine Months Ended

 



September 30,

 

 

September 30,

 



2016

 

2015

 

 

2016

 

2015

 

Reconciliation of gross margin %,

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP to gross margin %,

 

 

 

 

 

 

 

 

 

 

 

 

 

non-GAAP:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues, GAAP

$

45,252 

 

$

36,703 

 

 

$

135,351 

 

$

106,060 

 

Gross margin, GAAP

$

29,782 

 

$

22,982 

 

 

$

87,704 

 

$

64,203 

 

Gross margin %, GAAP

 

66% 

 

 

63% 

 

 

 

65% 

 

 

61% 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin, GAAP

$

29,782 

 

$

22,982 

 

 

$

87,704 

 

$

64,203 

 

Plus: Acquisition inventory basis step-

 

 

 

 

 

 

 

 

 

 

 

 

 

up expense

 

750 

 

 

--

 

 

 

2,217 

 

 

--

 

Gross margin, non-GAAP

$

30,532 

 

$

22,982 

 

 

$

89,921 

 

$

64,203 

 

Gross margin %, non-GAAP

 

67% 

 

 

63% 

 

 

 

66% 

 

 

61% 

 



 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 



Three Months Ended

 

 

Nine Months Ended

 



September 30,

 

 

September 30,

 



2016

 

2015

 

 

2016

 

2015

 

Reconciliation of general,

 

 

 

 

 

 

 

 

 

 

 

 

 

administrative, and marketing,

 

 

 

 

 

 

 

 

 

 

 

 

 

expense, GAAP to general,

 

 

 

 

 

 

 

 

 

 

 

 

 

administrative, and marketing,

 

 

 

 

 

 

 

 

 

 

 

 

 

expense, non-GAAP

 

 

 

 

 

 

 

 

 

 

 

 

 

General, administrative, and marketing

 

 

 

 

 

 

 

 

 

 

 

 

 

expense, GAAP

$

20,592 

 

$

17,494 

 

 

$

69,302 

 

$

55,790 

 

Less: Business development

 

 

 

 

 

 

 

 

 

 

 

 

 

expenses

 

(413)

 

 

(817)

 

 

 

(7,048)

 

 

(1,880)

 

General, administrative, and

 

 

 

 

 

 

 

 

 

 

 

 

 

marketing expense,

 

 

 

 

 

 

 

 

 

 

 

 

 

non-GAAP

$

20,179 

 

$

16,677 

 

 

$

62,254 

 

$

53,910 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

































 

 


EX-99.2 3 c199-20161027xex99_2.htm EX-99.2 8K 3Q Exh 992 10-26-16

Exhibit 99.2







FOR IMMEDIATE RELEASE


Contacts:



CryoLife                                                                             

The Ruth Group

D. Ashley Lee

Nick Laudico / Zack Kubow

Executive Vice President, Chief Financial Officer and Chief Operating Officer

646-536-7030 / 7020

nlaudico@theruthgroup.com

Phone: 770-419-3355

zkubow@theruthgroup.com



James W. Bullock To Join CryoLife Board of Directors



ATLANTA, October 25, 2016 -- CryoLife, Inc. (NYSE: CRY), a leading medical device and tissue processing company focused on cardiac surgery, announced the appointment of James W. Bullock to its Board of Directors effective immediately.  

J. Patrick Mackin, Chairman, President, and Chief Executive Officer,   commented,  Jim Bullock has nearly 40 years of experience in the medical device sector, including recently leading two well respected cardiac device companies, Atritech and Endocardial Solutions.  His experience spans public and private companies that have successfully developed new technologies, expanded their product portfolios, scaled their business and executed on strategic M&A transactions.  We are delighted to have him on our Board for many reasons, including his perspective on CryoLife’s efforts to expand its cardiac surgery portfolio through internal projects and external business development.”

Mr. Bullock said, “I am excited to be joining the Board of Directors for CryoLife.  I believe the company has a significant opportunity to expand its growth potential and drive market adoption of its high quality and focused product portfolioI look forward to working with the CryoLife team as the Company seeks to expand its leadership position in select cardiac markets.”   

Mr. Bullock is President and CEO of Zyga Technology, Inc., a privately held medical technology company focused on the design, development and commercialization of minimally invasive products to treat under-served conditions of the lumbar spine  Mr. Bullock is also the Chairman of the Board of Directors for Stimdia, a private company focused on research in the critical care market.  Prior to Zyga, from 2005 to 2011, Mr. Bullock was President and CEO of Atritech, Inc., a medical device company that commercialized the first left atrial appendage closure device and was acquired by Boston Scientific in 2011.  From 1997 to 2005, Mr. Bullock was President and


 

CEO of Endocardial Solutions, Inc., a publicly-traded cardiac medical device company that was acquired by St. Jude Medical in 2005.  Mr. Bullock received his Bachelors in Public Administration from the University of Arizona. 

About CryoLife, Inc.



Headquartered in suburban Atlanta, Georgia, CryoLife is a leader in the manufacturing, processing, and distribution of implantable living tissues and medical devices used in cardiac surgical procedures.  CryoLife markets and sells products in more than 80 countries worldwide.  For additional information about CryoLife, visit our website, www.cryolife.com.