- Current report filing (8-K)
February 19 2009 - 8:54AM
Edgar (US Regulatory)
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): February 19,
2009
_______________________
CRYOLIFE,
INC.
(Exact
name of registrant as specified in its charter)
_________________________
Florida
|
1-13165
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59-2417093
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(State
or Other Jurisdiction
of
Incorporation)
|
(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):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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))
|
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 February 19, 2009, CryoLife, Inc.
(“CryoLife” or the “Company”) issued a press release announcing its financial
results for the fourth quarter and fiscal year ended December 31, 2008. CryoLife
hereby incorporates by reference herein the information set forth in its Press
Release dated February 19, 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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non-GAAP
revenue growth, which has been obtained by adjusting the comparable GAAP
revenue growth number to exclude revenues related to orthopedic tissue
preservation services; and
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·
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combined
cardiac and vascular preservation services revenues, which have been
obtained by adjusting the comparable tissue preservation segment revenue
numbers to exclude revenues related to orthopedic tissue preservation
services.
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The additional non-GAAP financial
information is not meant to be considered in isolation or as a substitute for
total revenues and revenue growth calculated in accordance with
GAAP.
Revenue growth has been adjusted to
obtain non-GAAP revenue growth, and tissue preservation segment revenues have
been adjusted to obtain non-GAAP combined cardiac and vascular preservation
services 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 combined cardiac and vascular preservation
services revenues 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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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, 2007, 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(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 February 19,
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:
February 19, 2009
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By:
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/s/ D.A.
Lee
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Name:
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D.
Ashley Lee
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Title:
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Executive
Vice President, Chief
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Operating
Officer and Chief
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Financial
Officer
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