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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): April 1, 2020
___________________________________________

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)

Title of each class

Trading Symbol(s)

Name of each exchange
on which registered

Common Stock, $0.01 par value

CRY

NYSE

___________________________________________

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

o  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))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨



Section 2

 

Item 2.02

Financial Information

 

Results of Operations and Financial Condition.

On April 1, 2020, CryoLife, Inc. (“CryoLife” or the “Company”) issued a press release announcing preliminary financial results for the quarter ended March 31, 2020. CryoLife hereby incorporates by reference herein the information set forth in its press release dated April 1, 2020, 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 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 most recently filed Form 10-K and its subsequent filings with the Securities and Exchange Commission, as well as in the press release attached as Exhibit 99.1 hereto. CryoLife disclaims any obligation or duty to update or modify these forward-looking statements. ‎

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, on December 1, 2017, CryoLife, Inc. entered into the Credit and Guaranty Agreement (the “Credit Agreement”), which includes a $30,000,000 secured revolving credit facility (the “Revolver”), the material terms of which are described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2017, which description is incorporated herein by reference.

On March 26, 2020, the Company borrowed the entire available amount under the Revolver, resulting in a total of $30.0 million that is currently outstanding under the Revolver. The Company borrowed this amount under the Revolver as a precautionary measure to increase cash and maintain maximum financial flexibility during the current uncertainty in global markets resulting from the COVID-19 pandemic.

The Revolver matures on December 1, 2022, at which time all outstanding principal and interest must be repaid. The loans under the Revolver currently bear interest at LIBOR plus a margin of 4.25%. In addition, because the principal amount of loans outstanding under the Revolver is expected to be in excess of $7.5 million, or 25% of the total amount of the Revolver, on the last day of the fiscal quarter ending March 31, 2020, the Credit Agreement requires the Company to comply with a maximum first lien net leverage ratio of 5.25x bank EBITDA as of the end of such fiscal quarter and any subsequent fiscal quarter if the principal amount of the loans remains in excess of such threshold as of the last day of such fiscal quarter. A breach of the 5.25x leverage ratio would become an event of default only to the extent that this leverage level occurs when the Revolver balance exceeds $7.5 million at the end of a test period.

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As of March 31, 2020, the Company has over $60 million in cash and cash equivalents. We may repay 75% of the Revolver balance from our available cash, at our sole discretion, to eliminate all maintenance covenant requirements under the Credit Agreement and eliminate the possibility of a covenant breach related to our first lien net leverage ratio covenant.

Section 9

Financial Statements and Exhibits.

Item 9.01(d)

Exhibits.

(d)Exhibits.

Exhibit Number

Description

99.1*

Press Release dated April 1, 2020

*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.

Date: April 1, 2020

CRYOLIFE, INC.

 

By:

/s/ D. Ashley Lee

Name:

D. Ashley Lee

Title:

Executive Vice President, Chief

Operating Officer and Chief

Financial Officer

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