cryolife8k73108.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): July 31,
2008
_______________________
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 July 31, 2008, CryoLife, Inc.
(“CryoLife” or the “Company”) issued a press release announcing its financial
results for the first quarter ended June 30, 2008. CryoLife hereby incorporates
by reference herein the information set forth in its Press Release dated July
31, 2008, 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 a
supplemental non-GAAP financial measure, non-GAAP revenues, which have been
adjusted from the comparable GAAP revenue numbers to exclude revenues related to
orthopedic tissue preservation services. The press release also
includes projections of product and tissue revenues for fiscal
2008. Combined cardiac and vascular preservation services revenues
have been adjusted from the comparable segment revenue numbers to exclude
revenues related to orthopedic tissue preservation services. The
additional non-GAAP financial information is not meant to be considered in
isolation or as a substitute for total revenues prepared in accordance with
GAAP.
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
no longer distributing those tissues. 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 this non-GAAP measure, when read in conjunction with the Company’s
GAAP financials, provides 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 Company’s GAAP revenues consist of
product and tissue processing revenues and other revenues. Combined
product and tissues processing revenues are projected due to the Company’s
inability to accurately predict other revenues, which for fiscal 2008 are
expected to be largely dependent on actual expenses incurred in connection with
the BioFoam product.
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(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 July 31, 2008
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|
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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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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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