cryolife8k102909.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
washington,
d.c. 20549
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 29,
2009
_______________________
CRYOLIFE,
INC.
(Exact
name of registrant as specified in its charter)
_________________________
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Florida
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1-13165
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59-2417093
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section 2 Financial
Information
Item 2.02 Results of Operations and Financial
Condition.
On October 29, 2009, CryoLife, Inc.
(“CryoLife” or the “Company”) issued a press release announcing its financial
results for the quarter ended September 30, 2009. CryoLife hereby incorporates
by reference herein the information set forth in its Press Release dated October
29, 2009, 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 CryoLife have continued unchanged since such date. The
press release includes certain supplemental non-GAAP financial
measures:
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·
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non-GAAP
preservation service revenue growth, which has been obtained by adjusting
the comparable preservation service GAAP revenue growth number to exclude
revenues related to orthopedic tissue processing
services;
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·
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non-GAAP
preservation service revenues, which have been obtained by adjusting the
comparable preservation service segment revenue numbers to exclude
revenues related to orthopedic tissue processing
services;
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non-GAAP
net income, which has been obtained by measuring net income as if the
Company had recorded 2008 income taxes at a normalized 41 percent
effective tax rate;
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non-GAAP
fully diluted earnings per share, which have been obtained by measuring
fully diluted earnings per share as if the Company had recorded 2008
income taxes at a normalized 41 percent effective tax
rate;
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·
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non-GAAP
product revenues, which have been obtained by excluding the effects of
changes in foreign currency exchange
rates.
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Preservation service revenue growth has
been adjusted to obtain non-GAAP preservation service revenue growth, and
preservation service segment revenues have been adjusted to obtain non-GAAP
preservation service revenues, by excluding revenues from orthopedic tissue
processing, because the Company discontinued procuring and processing such
tissue as of January 1, 2007 and ceased distributing its remaining orthopedic
tissue as of June 30, 2008. Because the Company’s revenues from
orthopedic tissue have been effectively reduced to zero and should remain at
that level for the foreseeable future, the Company believes that the non-GAAP
revenue growth numbers presented, as well as the non-GAAP preservation service
revenues presented, provide investors with a more accurate measure of the
relative revenue performance of the Company’s continuing preservation service
business.
Net income and fully diluted earnings
per share have been adjusted to obtain non-GAAP net income and fully diluted
earnings per share by presenting the figures as if the Company had recorded 2008
income taxes at a normalized 41 percent effective tax rate because the Company's
effective income tax rate was lower in 2008 due to the valuation allowance on
the Company's deferred tax assets during 2008. The Company believes
that the presentation of non-GAAP net income and fully diluted earnings per
share provides investors with the ability to better compare the Company’s
relative period-to-period performance with respect to such
measurements.
Product revenues have been adjusted to
obtain non-GAAP revenues by excluding the effects of changes in foreign currency
exchange rates in order to show the underlying trend in demand for the Company’s
products and the impact of that demand on revenues, as fluctuations in foreign
exchange rates may tend to obscure the trend in overall demand.
Accordingly, CryoLife believes that
these non-GAAP measures, when read in conjunction with the Company’s GAAP
financials, provide useful information to investors by offering:
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·
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the
ability to make more meaningful period-to-period comparisons of the
Company’s on-going operating
results;
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the
ability to better identify trends in the Company’s underlying business and
perform related trend analyses; and
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·
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a
better understanding of how management plans and measures the Company’s
underlying business.
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The additional non-GAAP financial
information is not meant to be considered in isolation or as a substitute for
measures calculated in accordance with GAAP. With respect to the
financial information regarding our products, investors are cautioned to avoid
overreliance on the non-GAAP financial measures, as a substantial portion of our
sales occur in European denominated currency and foreign currency exchange rates
have, and will continue to have, a material impact on CryoLife
dollar-denominated revenues. Management considers both the GAAP and
non-GAAP financial measures regarding our products when evaluating the Company’s
business prospects and overall health and continues to evaluate alternatives to
ameliorate the impact of foreign exchange rate fluctuations on the Company’s
revenues.
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
(“SEC”), 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 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
for the year ended December 31, 2008, as filed with the SEC, and any subsequent
SEC filings, as well as in the press release. CryoLife disclaims any obligation
or duty to update or modify these forward-looking statements.
Section
9 Financial 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.
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Exhibit Number
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Description
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99.1*
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Press
release dated October 29, 2009
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* This
exhibit is furnished, not filed.
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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.
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CRYOLIFE,
INC. |
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Date:
October 29, 2009
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By:
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/s/ D.A.
Lee |
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Name: |
D.
Ashley Lee |
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Title: |
Executive
Vice President, Chief |
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Operating
Officer and Chief |
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Financial
Officer |
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.