UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 1996 Commission File Number 0-21104 CRYOLIFE, INC. (Exact name of registrant as specified in its charter) --------- Florida 59-2417093 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 2211 New Market Parkway, Suite 142 Marietta, Georgia 30067 (Address of principal executive offices) (zip code) (770) 952-1660 (Registrant's telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ----- ----- The number of shares of common stock, par value $0.01 per share, outstanding on November 5, 1996 was 9,573,382.
Part I - FINANCIAL INFORMATION Item 1. Financial statements <TABLE> <CAPTION> CRYOLIFE, INC. AND SUBSIDIARIES SUMMARY CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended Nine Months Ended September 30, September 30, ------------- ------------- 1996 1995 1996 1995 ---- ---- ---- ---- (Unaudited) (Unaudited) <S> <C> <C> <C> <C> Revenues: Cryopreservation $ 10,137,550 $ 7,878,183 $ 28,016,480 $21,447,252 Research grants, licenses, lease and interest revenue 273,074 469,076 525,846 734,633 -------------------------- ---------------------------- 10,410,624 8,347,259 28,542,326 22,181,885 Costs and expenses: Preservation 3,563,200 3,159,805 9,731,419 8,280,740 General, administrative and marketing 4,238,862 3,480,462 12,045,891 9,453,953 Research & development 615,315 651,183 2,005,833 2,005,217 Interest expense 39,268 1,308 39,269 3,929 -------------------------- ---------------------------- 8,456,645 7,292,758 23,822,412 19,743,839 -------------------------- ---------------------------- Income before income taxes 1,953,979 1,054,501 4,719,914 2,438,046 Income tax expense 692,550 369,176 1,687,524 803,212 -------------------------- ---------------------------- Net income $ 1,261,429 $ 685,325 $ 3,032,390 $1,634,834 ========================== ============================ Earnings per share of common stock $ 0.13 $ 0.07 $ 0.31 $ 0.17 ========================== ============================= Weighted average common and common equivalent shares outstanding 9,924,796 9,655,742 9,894,014 9,534,584 ========================== ============================= </TABLE> See accompanying notes to summary consolidated financial statements.
Item 1. Financial Statements <TABLE> <CAPTION> CRYOLIFE, INC. AND SUBSIDIARIES SUMMARY CONSOLIDATED BALANCE SHEETS September 30, December 31, 1996 1995 ---- ---- (Unaudited) ASSETS <S> <C> <C> Current assets: Cash and cash equivalents $ 97,145 $ 166,931 Marketable securities 2,145,688 6,015,158 Receivables (net) 7,707,504 5,369,205 Deferred preservation costs (net) 6,374,252 5,996,201 Inventories (net) 353,427 424,200 Prepaid expenses 583,489 369,594 Deferred income taxes 184,821 -- ----------------------------------- Total current assets 17,446,326 18,341,289 ----------------------------------- Property and equipment (net) 9,651,735 3,279,168 Patents and other intangibles (net) 4,510,903 1,728,262 Other assets 500,288 240,897 ----------------------------------- TOTAL ASSETS $ 32,109,252 $ 23,589,616 =================================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,681,788 $ 1,372,862 Accrued expenses 1,986,771 1,474,365 Accrued compensation 393,998 260,709 Current portion of long term debt 477,859 -- ----------------------------------- Total current liabilities 4,540,416 3,107,936 ----------------------------------- Deferred income taxes -- 16,486 Other long term liabilities 3,582,559 -- ----------------------------------- Total liabilities 8,122,975 3,124,422 ----------------------------------- Shareholders' Equity: Preferred stock -- -- Common stock (issued 10,105,987 shares in 1996 and 9,974,332 shares in 1995) 101,060 99,744 Additional paid-in capital 17,098,584 16,568,312 Retained earnings 7,006,928 3,974,538 Less: Treasury stock (543,000 shares) (179,625) (179,625) Unrealized (loss) gain on investments (19,803) 28,092 Notes receivable from shareholders (20,867) (25,867) ----------------------------------- Total shareholders' equity 23,986,277 20,465,194 ----------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 32,109,252 $ 23,589,616 =================================== </TABLE> See accompanying notes to summary consolidated financial statements.
Item 1. Financial Statements <TABLE> <CAPTION> CRYOLIFE, INC. AND SUBSIDIARIES SUMMARY CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 1996 1995 ---- ---- (Unaudited) <S> <C> <C> Net cash from operating activities: Net income $ 3,032,390 $ 1,634,834 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,006,429 695,661 Provision for doubtful accounts (81,600) 289,026 Deferred income taxes (201,307) 128,866 Increase in receivables (1,782,824) (1,528,178) (Increase) decrease in deferred preservation costs and inventories (176,058) 733,422 Increase in prepaid expenses (213,895) (303,610) Increase in accounts payable and accrued expenses 661,637 850,478 ----------------------------------- Net cash provided by operating activities 2,244,772 2,500,499 ----------------------------------- Net cash used in investing activities: Capital expenditures (7,097,566) (1,138,170) Cash paid for acquisition, net of cash acquired (721,721) -- Proceeds from the sale of marketable securities 5,799,569 409,111 Purchase of marketable securities (1,930,099) (2,881,723) Increase in other assets (1,663,852) (640,365) ----------------------------------- Net cash used in investing activities (5,613,669) (4,251,147) ----------------------------------- Net cash provided by financing activities: Proceeds from other long term liabilities 2,810,418 -- Proceeds from issuance of common stock and from notes receivable from shareholders 488,693 252,370 ----------------------------------- Net cash provided by financing activities 3,299,111 252,370 ----------------------------------- Decrease in cash (69,786) (1,498,278) Cash and cash equivalents at beginning of period 166,931 2,592,799 ----------------------------------- Cash and cash equivalents at end of period $ 97,145 $ 1,094,521 =================================== Supplemental cash flow information Non-cash investing and financing activities: Fair values of assets acquired $ 645,095 -- Cost in excess of assets acquired 1,619,610 -- Liabilities assumed (292,984) -- Notes issued for assets acquired (1,250,000) -- ----------------------------------- Total cash paid for acquisition $ 721,721 -- =================================== </TABLE> See accompanying notes to summary consolidated financial statements.
CRYOLIFE, INC. AND SUBSIDIARIES NOTES TO SUMMARY CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Basis of Presentation The accompanying unaudited summary consolidated financial statements have been prepared in accordance with (i) generally accepted accounting principles for interim financial information, and (ii) the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the three and nine months ended September 30, 1996 are not necessarily indicative of the results that may be expected for the year ended December 31, 1996. Notes 2,3 and 4 below cover certain events occurring after the latest fiscal year end. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Form 10-K for the year ended December 31, 1995. Note 2 - Shareholders' equity On May 16, 1996 the Board of Directors declared a two for one stock split, effected in the form of a stock dividend, payable on June 28, 1996 to shareholders of record on June 7, 1996. All share and per share information in the accompanying financial statements have been adjusted to reflect such split. Note 3 - Revolver/Term Loan Agreement On August 30, 1996 the Company executed a revolving term loan agreement with a bank which permits the Company to borrow up to $10,000,000 at either the bank's prime rate of interest or adjusted Libor, as defined, plus an applicable Libor margin. This credit agreement contains certain restrictive convenants including, but not limited to, maintenance of certain financial ratios and a minimum tangible net worth requirement. The credit agreement is secured by substantially all of the Company's assets, excluding intellectual property. Note 4 - Acquisition On September 12, 1996 the Company acquired the assets of United Cryopreservation Foundation, Inc. ("UCFI"), a processor and distributor of cryopreserved human heart valves and saphenous vein for transplant. Under the terms of the acquisition, the Company will pay $2,000,000 over a five year period and assumed certain obligations of UCFI. The impact of the acquisition on operations for the three months ended September 30, 1996 was not significant.
PART I - FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations Revenues were $10.4 million and $28.5 million for the three and nine months ended September 30, 1996, respectively, compared to $8.3 million and $22.2 million for the corresponding periods in 1995. Revenues increased 25% and 29% for the three and nine months ended September 30, 1996, respectively, compared to the corresponding periods in 1995. These revenue increases were primarily due to greater allograft shipments resulting from increased demand. Revenues from human heart valve preservation increased 25% to $7.1 million for the three months ended September 30, 1996 from $5.7 million for the three months ended September 30, 1995, representing 68% and 69% of total revenues, respectively. For the nine months ended September 30, revenues from human heart valve preservation increased 26% to $19.2 million for 1996 from $15.2 million for 1995, representing 67% and 68% of total revenues, respectively. Third quarter revenues increased due to a 31% increase in tissue shipments resulting from an increase in demand in the third quarter of 1996 compared to the third quarter of 1995. Nine month revenues increased due to a 31% increase in tissue shipments resulting from an increase in demand in the first nine months of 1996 compared to 1995. Revenues from the sale of porcine valves increased 109% to $71,000 for the three months ended September 30, 1996 from $34,000 for the three months ended September 30, 1995, representing 1% and less than 1% of total revenues, respectively. For the nine months ended September 30, revenues from the sale of porcine valves increased 77% to $302,000 for 1996 from $171,000 for 1995, representing 1% of total revenues for both periods. Three month revenues increased due to a 6% increase in shipments resulting from an increase in demand in the first three months of 1996 compared to 1995. Nine month revenues increased due to a 50% increase in shipments resulting from an increase in demand in the first nine months of 1996 compared to 1995. Revenues from vein preservation increased 22% to $2.2 million for the three months ended September 30, 1996 from $1.8 million for the three months ended September 30, 1995, representing 21% and 22% of total revenues, respectively. For the nine months ended September 30, revenues from vein preservation increased 20% to $6.1 million for 1996 from $5.1 million for 1995, representing 21% and 23% of total revenues, respectively. Third quarter revenues increased due to a 27% increase in tissue shipments resulting from an increase in demand in the third quarter of 1996 compared to the third quarter of 1995. Nine month revenues increased due to a 20% increase in tissue shipments resulting from an increase in demand in the first nine months of 1996 compared to 1995. Revenues from orthopaedic tissue preservation increased 133% to $775,000 for the three months ended September 30, 1996 from $332,000 for the three months ended September 30, 1995, representing 7% and 4% of total revenues, respectively. For the nine months ended September 30, revenues from orthopaedic tissue preservation increased 147% to $2.4 million for 1996 from $970,000 for 1995, representing 8% and 4% of total revenues, respectively. Third quarter revenues increased due to a 218% increase in tissue shipments resulting from an increase in demand in the third quarter of 1996 compared to the third quarter of 1995. Nine month revenues increased due to a 233% increase in tissue shipments resulting from an increase in demand in the first nine months of 1996 compared to 1995. Other revenues were $273,000 for the three months ended September 30, 1996 compared to $469,000 for the three months ended September 30, 1995, representing 3% and 6% of total revenues, respectively. For the nine months ended September 30, other revenues were $526,000 for 1996 compared to $735,000 for 1995, representing 2% and 3% of total revenue, respectively. Other revenues consist primarily of research grant award revenues and interest income. Research grant award revenues in 1996 are primarily related to the bioadhesive and synergraft projects. Interest income decreased for the third quarter of 1996 compared to third quarter of 1995 due to a decrease in investments. Income from the termination of the option agreement with Bayer Corporation totaled $88,000, net of related expenses. Preservation costs aggregated $3.6 million and $9.7 million, respectively, for the three and nine months ended September 30, 1996, representing 35% of total revenues for both periods, compared to $3.2 million and $8.3 million, respectively, for the three and nine months ended September 30, 1995, representing 38% and 37% of total revenues, respectively. Preservation costs increased 13% for third quarter 1996 compared to third quarter 1995 and increased 18% for the first nine months of 1996 compared to the first nine months of 1995 due to increased shipments of human allografts.
General, administrative, and marketing expenses aggregated $4.2 million and $12.0 million, respectively, for the three and nine months ended September 30, 1996, representing 40% and 42% of total revenues respectively, compared to $3.5 million and $9.5 million, respectively, for the three and nine months ended September 30, 1995, representing 42% and 43% of total revenues, respectively. This increase reflects the general overhead growth trends, including increased marketing expenses associated with the increase in revenues and the switch from a predominantly independent sales force to a predominantly direct sales force. Research and development expenses aggregated $615,000 and $2.0 million, respectively, for the three and nine months ended September 30, 1996, representing 6% and 7% of total revenues, respectively, compared to $651,000 and $2.0 million, respectively, for the three and nine months ended September 30, 1995, representing 8% and 9% of total revenues, respectively. R & D spending relates principally to the Company's focus on bioadhesives and the synergraft technology. Seasonality The demand for the Company's human heart valve tissue preservation services is seasonal, with peak demand generally occurring in the second and third quarters. Management believes this demand trend for human heart valves is primarily due to the high number of pediatric surgeries scheduled during the summer months. Liquidity and Capital Resources At September 30, 1996 net working capital was $12.9 million, compared to $15.1 million at December 31, 1995, with a current ratio of 3.8 to 1 at September 30, 1996. Shareholders' equity at September 30, 1996 was $24.0 million. The Company's primary capital requirements arise out of working capital needs, including receivables and deferred preservation costs, and capital expenditures for facilities and equipment, primarily the new corporate headquarters. The increase in receivables relates to the increase in revenue and to receivables acquired from UCFI. The increase in prepaid expenses relates primarily to prepaid lab supplies for the bioadhesives facility. The increase in other assets relates primarily to the purchase of the Bioglue technology and intangibles assets recorded in connection with the purchase of the assets of UCFI The increase in accounts payable and accrued expenses is due to increased procurement fees pursuant to an increase in tissue procured, and the increase in overhead to support the increased revenues. Other long term liabilities relate to the acquisition of the Bioglue technology, the acquisition of the assets of UCFI, and draws on the Company's line of credit. Fixed asset additions of $7.1 million during the first nine months of 1996 related principally to the construction of the new corporate headquarters. The Company does not expect to incur significant additional costs relating to the completion of the construction of the new corporate headquarters. The Company believes that available cash, cash equivalents, and marketable securities, along with cash generated from operations and the Company's $10 million credit facility, will be sufficient to meet its operating and development needs for the foreseeable future. Forward-Looking Statements Statements made in this Form 10-Q for the quarter ended September 30, 1996 that state the Company's or management's intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. It is important to note that the Company's actual results could differ materially from those contained in such forward-looking statements as a result of adverse changes in any of a number of factors that affect this Company's business, including without limitation, changes in (1) government regulation of the Company's business, (2) the Company's competitive position, (3) the availability of tissue for implant, (4) the status of the Company's products under development, (5) the protection of the Company's proprietary technology and (6) the reimbursement of health care costs by third-party payors.
Part II - OTHER INFORMATION Item 1. Legal Proceedings. None Item 2. Changes in Securities. None Item 3. Defaults Upon Senior Securities. Not Applicable Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other information. None Item 6. Exhibits and Reports on Form 8-K (a) The exhibit index can be found below. Exhibit Number Description - ------ ----------- 2.1* Sale Agreement dated August 16, 1996 between the Company and Donald Nixon Ross. 2.2 Asset Purchase Agreement among the Company and United Cryopreservation Foundation, Inc., United Transplant Foundation, Inc. and QV, Inc. dated September 11, 1996. 3.1 Restated Certificate of Incorporation of the Company, as amended. (Incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (No. 33-56388).) 3.2 Amendment to Articles of Incorporation of the Company dated November 29, 1995. (Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.) 3.3 Amendment to the Company's Articles of Incorporation to increase the number of authorized shares of common stock from 20 million to 50 million shares and to delete the requirement that all preferred shares have one vote per share. (Incorporated by Reference to Exhibit 3.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.) 3.4 ByLaws of the Company, as amended. (Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report of Form 10-K for the fiscal year ended December 31, 1993.) 10.1 Noncompetition Agreement between the Company and United Cryopreservation Foundation, Inc. dated September 11, 1996. 10.2 Noncompetition Agreement between the Company and United Transplant Foundation, Inc. dated September 11, 1996. 10.3 Noncompetition Agreement between the Company and QV, Inc. dated September 11, 1996. 10.4 Revolving\Term Loan Facility between the Company and NationsBank N.A., dated August 30, 1996. 11.1 Statement re: computation of earnings per share 27.1 Financial Data Schedule - -------- * The Company has applied for confidential treatment of portions of this Agreement. Accordingly, portions thereof have been omitted and filed separately with the Securities and Exchange Commission. (b) Current Reports on Form 8-K. None
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its benine months by the undersigned thereunto duly authorized. CRYOLIFE, INC. (Registrant) November 13, 1996 /s/ Edwin B. Cordell, Jr. - ------------------ ------------------------- DATE EDWIN B. CORDELL, JR. Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)