cryolife8k110107.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): November 1,
2007
_______________________
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
November 1, 2007, CryoLife, Inc.
(“CryoLife” or the “Company”) issued a press release announcing its financial
results for the third quarter ended September 30, 2007. CryoLife hereby
incorporates by reference herein the information set forth in its Press Release
dated November 1, 2007, 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 supplemental
non-GAAP financial measures, including non-GAAP net income, non-GAAP earnings
per share and non-GAAP general, administrative, and marketing
expenses. These supplemental measures exclude stock-based
compensation expense, changes in the value of a derivative related to the
Company’s retired preferred stock, charges related to certain post-employment
benefits and gains related to the settlement of an insurance
dispute. The additional non-GAAP financial information is not meant
to be considered in isolation or as a substitute for net income or earnings
per
share prepared in accordance with GAAP. The press release also
includes non-GAAP revenues, which have been adjusted from the comparable GAAP
revenue numbers to exclude revenues related to orthopedic tissue preservation
services.
CryoLife
believes that providing
adjusted non-GAAP net income and earnings per share provides investors with
greater transparency to the information used by CryoLife’s management in its
financial and operational decision-making and allows investors to see CryoLife’s
results through the eyes of management. CryoLife considers non-GAAP financial
measures that exclude the effect of stock-based compensation to be useful
metrics for management and investors, allowing CryoLife’s management and
investors to compare CryoLife’s recurring core business operating results over
multiple periods. Because of varying available valuation
methodologies, subjective assumptions and the variety of award types that
companies can use under FAS 123R, CryoLife’s management believes that providing
a non-GAAP financial measure that excludes stock-based compensation allows
investors to make meaningful comparisons between CryoLife’s recurring core
business operating results and those of other companies, as well as providing
CryoLife’s management with an important tool for financial and operational
decision making and for evaluating CryoLife’s own recurring core business
operating results over different periods of time.
In
calculating non-GAAP financial
measures, CryoLife also excludes certain items to facilitate a review of
the comparability of CryoLife’s operating performance on a period-to-period
basis because such items are not, in our view, related to the Company’s ongoing
operational performance. In the attached press release, these items
included non-recurring items such as the exclusion of changes in the value
of a
derivative related to the Company’s retired preferred stock, charges related to
certain post-employment benefits and gains related to the settlement of an
insurance dispute. Non-GAAP revenues have been adjusted to exclude
revenues from orthopedic tissue processing because the Company discontinued
procuring and processing such tissue as of January 1, 2007 and is currently
only
distributing those tissues that were processed prior to that
time. Because the Company’s revenues from these tissues will be
reduced to zero in the near future, the Company believes that the non-GAAP
revenue numbers presented provide investors with a more accurate measure of
the
relative revenue performance of the Company’s continuing tissue preservation
business. 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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·
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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
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, 2006, as filed with the SEC, and any subsequent
SEC filings. CryoLife disclaims any obligation or duty to update or modify
these
forward-looking statements.
Section
9 – Financial Statements and Exhibits
Item
9.01(c) 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 November 1, 2007
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* 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.
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CRYOLIFE,
INC.
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Date: November
1, 2007
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By: /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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