CRYOLIFE INC
10-Q, 1999-05-14
MISC HEALTH & ALLIED SERVICES, NEC
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                                    FORM 10-Q
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                (x) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

    For Quarterly Period Ended March 31, 1999 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.)

                           1655 Roberts Boulevard, NW
                             Kennesaw, Georgia 31144
                    (Address of principal executive offices)
                                   (zip code)

                                 (770) 419-3355
              (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 at
May 10, 1999 was 12,370,991.







<PAGE>



Part I - FINANCIAL INFORMATION
Item 1. Financial statements


                                              CRYOLIFE, INC.
                                 SUMMARY CONSOLIDATED STATEMENTS OF INCOME
                                   (IN THOUSANDS, EXCEPT PER SHARE DATA)



                                                    Three Months Ended
                                                        March 31,              
                                                   _____________________   
                                                   1999             1998
                                                   _____________________       
                                                        (Unaudited)

Revenues:
     Preservation services and products            $  16,059      $  14,501
     Research grants and licenses                        266             60
                                                    ________       ________
                                                      16,325         14,561
Costs and expenses:
     Preservation services and products                7,371          5,481
     General, administrative and marketing             6,170          5,827
     Research and development                          1,074          1,011
     Interest expense                                    119            430
     Interest income                                   (425)            ---
     Other income, net                                  (44)           (64)
                                                    ________        _______ 
                                                      14,265         12,685
                                                    ________        _______
Income before income taxes                             2,060          1,876
Income tax expense                                       680            704
                                                    ________        _______
Net income                                         $   1,380       $  1,172
                                                    ========        =======

Earnings per share:
     Basic                                         $    0.11       $   0.12
                                                    ========        =======
     Diluted                                       $    0.11       $   0.12
                                                    ========        =======
Weighted average shares outstanding:
     Basic                                            12,497          9,739
     Diluted                                          12,680         10,077


See accompanying notes to summary consolidated financial statements.


                                       2


<PAGE>


Item 1. Financial Statements

                                              CRYOLIFE, INC.
                                    SUMMARY CONSOLIDATED BALANCE SHEETS
                                              (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                              March 31,    December 31,
                                                                                1999            1998      
                                                                                     (Unaudited)          
ASSETS                                                                        ____________________________
<S>                                                                      <C>              <C>    
Current Assets:
     Cash and cash equivalents                                           $         8,107  $         12,885
     Marketable securities, at market                                             26,490            26,713
     Receivables (net)                                                            13,209            11,187
     Deferred preservation costs (net)                                            14,252            14,239
     Inventories                                                                   4,149             3,385
     Prepaid expenses                                                              2,501             1,945
     Deferred income taxes                                                         1,384             1,348
                                                                         ---------------------------------
       Total current assets                                                       70,092            71,702
                                                                         ---------------------------------
Property and equipment (net)                                                      21,804            21,460
Goodwill (net)                                                                     1,662             1,685
Patents (net)                                                                      2,298             2,216
Other (net)                                                                        1,401             1,327
                                                                         ---------------------------------
     TOTAL ASSETS                                                        $        97,257  $         98,390
                                                                         =================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
     Accounts payable                                                    $         1,139  $          1,652
     Accrued expenses                                                              2,734             2,968
     Accrued procurement fees                                                      1,693             1,806
     Accrued compensation                                                          1,265             1,185
     Current maturities of capital lease obligations                                 229               224
     Current maturities of long-term debt                                            290               516
     Deferred income                                                               1,090             1,038
                                                                         ---------------------------------
       Total current liabilities                                                   8,440             9,389
                                                                         ---------------------------------
Deferred income, less current portion                                              1,280             1,525
Deferred income taxes                                                                419               410
Capital lease obligations, less current maturities                                 1,655             1,714
Convertible debenture                                                              4,393             4,393
Other long-term debt                                                                 498               535
                                                                         ---------------------------------
     Total liabilities                                                            16,685            17,966
                                                                         ---------------------------------
Shareholders' equity:
     Preferred stock                                                                 ---               ---
     Common stock (issued 13,361 shares in 1999
       and 1998)                                                                     134               134
     Additional paid-in capital                                                   64,350            64,350
     Retained earnings                                                            20,493            19,113
     Unrealized gain on marketable securities                                         37               139
     Less:  Treasury stock (945 shares in 1999 and   
             845 shares in 1998)                                                  (4,442)           (3,312)
                                                                         ---------------------------------
               Total shareholders' equity                                         80,572            80,424
                                                                         ---------------------------------
     TOTAL LIABILITIES AND
        SHAREHOLDERS' EQUITY                                             $        97,257  $         98,390
                                                                         =================================

</TABLE>

See accompanying notes to summary consolidated financial statements.

                                       3
<PAGE>


Item 1. Financial Statements

                                 CRYOLIFE, INC.
                  SUMMARY CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                        March 31, 
                                                                              ____________________________             
                                                                                  1999             1998       
                                                                                       (Unaudited)
                                                                              ____________________________
<S>                                                                    <C>                <C>   
Net cash flows used in operating activities:
     Net income                                                        $         1,380    $          1,172
Adjustments to reconcile net income to net cash
     used in operating activities:
       Deferred income recognized                                                 (193)                ---
       Depreciation and amortization                                               686                 960
       Provision for doubtful accounts                                              24                  24
       Deferred income taxes                                                        25                 ---
       Changes in operating assets and liabilities:
          Receivables                                                           (2,046)                224
          Deferred preservation costs and inventories                             (777)             (1,442)
          Prepaid expenses and other assets                                       (556)               (335)
          Accounts payable and accrued expenses                                   (780)                 95
                                                                       -----------------------------------
       Net cash flows (used in) provided by operating activities                (2,237)                698
                                                                       -----------------------------------

Net cash flows used in investing activities:
     Capital expenditures                                                         (963)             (1,058)
     Other assets                                                                 (200)               (896)
     Purchases of marketable securities                                         (6,709)                ---
     Sales of marketable securities                                              6,932                 ---
     Gross unrealized gain on marketable equity securities                        (154)                ---
                                                                       -----------------------------------
     Net cash flows used in investing activities                                (1,094)             (1,954)
                                                                       -----------------------------------

Net cash flows provided by financing activities:
     Principal payments of debt                                                   (263)               (540)
     Proceeds from borrowings on revolving term loan                               ---               1,680
     Payment of obligations under capital leases                                   (54)                (35)
     Purchase of treasury stock                                                 (1,259)                ---
     Proceeds from issuance of common stock and
         from notes receivable from shareholders                                   129                 154
                                                                       -----------------------------------
     Net cash (used in) provided by financing activities                        (1,447)              1,259
                                                                       -----------------------------------
(Decrease) increase in cash                                                     (4,778)                  3
Cash and cash equivalents, beginning of period                                  12,885                 111
                                                                       -----------------------------------
Cash and cash equivalents, end of period                               $         8,107    $            114
                                                                       ===================================

Supplemental cash flow information
Non-cash investing and financing activities:
     Establishing capital lease obligations                            $           ---    $      2,141,000
                                                                       ===================================
     Debt conversion into common stock                                 $           ---    $        607,000
                                                                       ===================================
</TABLE>

See accompanying notes to summary consolidated financial statements.


                                       4
<PAGE>



                                 CRYOLIFE, INC.
               NOTES TO SUMMARY CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Basis of Presentation

The accompanying  unaudited,  condensed,  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 a fair
presentation  have been included.  Operating  results for the three months ended
March  31,  1999  are not  necessarily  indicative  of the  results  that may be
expected for the year ending December 31, 1999. 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, 1998.


Note 2 - Investments

The  Company  maintains  cash  equivalents  and  investments  in  several  large
well-capitalized  financial  institutions,  and the Company's  policy  disallows
investment in any  securities  rated less than  "investments-grade"  by national
rating services.

Management  determines the appropriate  classification of debt securities at the
time of purchase and  reevaluates  such  designations  as of each balance  sheet
date.  Debt securities are classified as  held-to-maturity  when the Company has
the  positive   intent  and  ability  to  hold  the   securities   to  maturity.
Held-to-maturity  securities are stated at amortized  cost.  Debt securities not
classified as held-to-maturity or trading,  and marketable equity securities not
classified as trading, are classified as available-for-sale.  Available-for-sale
securities  are  stated at their  fair  values,  with the  unrealized  gains and
losses,  net of tax, reported in a separate  component of shareholders'  equity.
The  amortized  cost of debt  securities  classified  as  available-for-sale  is
adjusted for  amortization  of premiums and  accretion of discounts to maturity.
Such  amortization is included in investment  income.  Realized gains and losses
and  declines in value judged to be other than  temporary on  available-for-sale
securities  are included in investment  income.  The cost of securities  sold is
based  on  the  specific   identification  method.  Interest  and  dividends  on
securities classified as available-for-sale  are included in interest income. At
March 31, 1999 all marketable  equity securities and debt securities held by the
Company were designated as available-for-sale.

The  gross  realized  gains on sales of  available-for-sale  securities  totaled
$77,000 and $0 in the first quarters of 1999 and 1998, respectively. As of March
31, 1999 differences  between cost and market of $56,000 (less deferred taxes of
$19,000) are included as a separate component of shareholders' equity.


At March 31, 1999 and  December  31, 1998  approximately  $5.9  million and $8.9
million, respectively, of debt securities with original maturities of 90 days or
less at their acquisition  dates were included in cash and cash equivalents.  At
March 31, 1999 and December 31, 1998 no investments  had a maturity date between
90 days  and 1 year  and  approximately  $17.3  million  and  $16.1  million  of
investments matured between one and five years, respectively.  The market values
of these securities approximate cost.

                                       5
<PAGE>



Note 3 - Inventory

Inventories are comprised of the following:
                                              (Unaudited)
                                               March 31,       December 31,
                                                 1999              1998      
                                          -----------------------------------

Raw materials                             $     1,621,000    $      1,296,000
Work-in-process                                 1,115,000           1,037,000
Finished goods                                  1,413,000           1,052,000
                                          -----------------------------------
                                          $     4,149,000    $      3,385,000
                                          ===================================



Note 4 - Earnings per Share

The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>

                                                                               Three Months Ended
                                                                                    March 31,
                                                                              ______________________              
                                                                              1999             1998       
                                                                              ______________________  
                                                                                    (Unaudited)
<S>                                                                    <C>                <C>   
Numerator for basic and diluted earnings per share -
     net income                                                        $     1,380,000    $      1,172,000
                                                                       ===================================

Denominator for basic earnings per share - weighted-
     average basis                                                          12,497,000           9,739,000
Effect of dilutive stock options                                               183,000             338,000
                                                                       -----------------------------------
Denominator for diluted earnings per share - adjusted
     weighted-average shares                                                12,680,000          10,077,000
                                                                       ===================================

Earnings per share:
     Basic                                                             $           .11    $            .12
                                                                       ===================================
     Diluted                                                           $           .11    $            .12
                                                                       ===================================
</TABLE>


Note 5 - Comprehensive Income

During the periods ended March 31, 1999 and 1998, net  comprehensive  income was
less than net income by  approximately  $102,000  and $0,  respectively,  due to
unrealized losses on marketable equity securities.


                                       6

<PAGE>


PART I - FINANCIAL INFORMATION

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

Results of Operations

Preservation and product  revenues  increased 11% to $16.1 million for the three
months ended March 31, 1999 from $14.5 million for the same period in 1998.  The
increase in revenues was primarily due to the growing  acceptance in the medical
community of  cryopreserved  tissues which has resulted in increased  demand for
the  Company's  cryopreservation  services,  the  Company's  ability  to procure
greater amounts of tissue,  price increases for certain  preservation  services,
and revenues  attributable  to the Company's  introduction  of BioGlue  Surgical
Adhesive in international markets in April 1998.

Revenues from human heart valve and conduit cryopreservation  services decreased
8% to $6.8  million for the three  months ended March 31, 1999 from $7.4 million
for  the  three  months  ended  March  31,  1998,   representing  42%  and  51%,
respectively, of total revenues during such periods. This decrease was primarily
due to a 9% decrease in the number of heart  allograft  shipments  for the three
months  ended March 31,  1999.  The  decrease  in the number of heart  allograft
shipments  primarily  results from fewer pulmonary heart valve  allografts being
shipped due to a decrease in the number of Ross procedures being performed.

Revenues from human vascular tissue  cryopreservation  services increased 39% to
$4.9 million for the three months ended March 31, 1999 from $3.5 million for the
three months ended March 31, 1998,  representing 30% and 24%,  respectively,  of
total revenues during such periods.  This increase in revenues was primarily due
to a 29% increase in the number of vascular  allograft  shipments  for the three
months ended March 31, 1999 due to an increased demand and the Company's ability
to procure greater  amounts of tissue and a focus on procuring and  distributing
long segment  veins which have a higher per unit revenue than the short  segment
veins.

Revenues from human connective tissue cryopreservation services increased 33% to
$2.4 million for the three months ended March 31, 1999 from $1.8 million for the
three months ended March 31, 1998,  representing 15% and 12%,  respectively,  of
total revenues during such periods.  This increase in revenues was primarily due
to a 23%  increase in the number of  allograft  shipments  for the three  months
ended  March 31,  1999 due to  increased  demand  and the  Company's  ability to
procure greater amounts of tissue.  Additional  revenue  increases have resulted
from a greater  proportion of the 1999  shipments  consisting  of  cryopreserved
menisci,  which have a significantly  higher per unit revenue than the Company's
cryopreserved  tendons and price increases for the  cryopreservation  of menisci
and tendons.

Revenues from Ideas for Medicine,  Inc.  ("IFM") were $1.6 million for the three
months ended March 31, 1999 and 1998, representing 10% and 11%, respectively, of
total revenues  during such periods.  The IFM product line was sold on September
30,  1998.  In  October  1998 IFM  began an OEM  manufacturing  agreement  which
provides for the  manufacture by IFM of specified  minimum dollar amounts of IFM
products to be purchased  exclusively  by the  purchaser of the IFM product line
over each of the four years following the sale.

Revenues from bioprosthetic  cardiovascular  devices were $200,000 for the three
months ended March 31, 1999 and 1998,  representing  1% of total revenues during
each such periods.

Revenues from  BioGlue(R)  surgical  adhesive were $254,000 and $0 for the three
months  ended March 31, 1999 and 1998,  respectively.  The Company is  currently
commercializing  the product in the European market as well as in other selected
overseas markets. Shipments began in April of 1998.

Grant  revenues  increased to $266,000 for the three months ended March 31, 1999
from $60,000 for the three months ended March 31, 1998.  This  increase in grant
revenues is primarily attributable to the SynerGraft(R) research and development
programs.


                                       7

<PAGE>

Cost of  cryopreservation  services and products aggregated $7.4 million for the
three  months   ended  March  31,  1999,   compared  to  $5.5  million  for  the
corresponding period in 1998, representing 46% and 38% of total cryopreservation
and  product  revenues  in  each  period.  The  increase  in the  1999  cost  of
cryopreservation  services  and products  results from a lesser  portion of 1999
revenues  being  derived  from human heart  valve and  conduit  cryopreservation
services,   which  carry   significantly   higher   gross   margins  than  other
cryopreservation  services,  and  from  the  switch  in  October  of 1998 to OEM
manufacturing of single-use medical devices, which generates lower gross margins
than  cryopreservation  services  and lower gross  margins than the IFM products
generated prior to the sale of the IFM product line.

General,  administrative and marketing expenses increased 6% to $6.2 million for
the three  months  ended  March  31,  1999,  compared  to $5.8  million  for the
corresponding period in 1998, representing 38% and 40% of total preservation and
product  revenues in each period.  The increase in expenditures in 1999 resulted
from expenses incurred to support the increase in revenues.

Research and  development  expenses were $1.1 million for the three months ended
March 31,  1999,  compared  to $1 million for the three  months  ended March 31,
1998,  representing 7% of total  cryopreservation  and product revenues for each
period.  Research and development  spending relates principally to the Company's
ongoing human clinical trials for its BioGlue surgical adhesive and to its focus
on its SynerGraft technologies.

Net  interest  income was  $306,000  for the three  months  ended March 31, 1999
compared to net  interest  expense of $430,000 for the  corresponding  period in
1998. This increase in interest income and decrease in interest  expense for the
three months  ended March 31, 1999 was due to the receipt of interest  income on
the invested  proceeds  from the  follow-on  equity  offering  (the  "Offering")
completed in April 1998 and reduction of interest  expense from the repayment of
certain  indebtedness  with  the  proceeds  from  the  Offering,  as well as the
conversion  of a portion of a  convertible  debenture  into common  stock of the
Company.

The  decline  in the  effective  income  tax rate to 33% from 38% for the  three
months ended March 31, 1999 and 1998, respectively, is due to the implementation
of certain income tax planning strategies.

Seasonality

The demand for the  Company's  human heart  valve and  conduit  cryopreservation
services is  seasonal,  with peak demand  generally  occurring in the second and
third quarters.  Management believes this demand trend for human heart valve and
conduit  cryopreservation  services  is  primarily  due to the  high  number  of
surgeries  scheduled  during the summer months.  Management  believes the trends
experienced by the Company to date for its human connective  tissue for the knee
cryopreservation services indicate this business may also be seasonal because it
is an elective  procedure  which may be  performed  less  frequently  during the
fourth quarter holiday months.  However,  the demand for the Company's  vascular
tissue  cryopreservation  services,  bioprosthetic  cardiovascular  devices, and
BioGlue surgical  adhesive does not appear to experience this seasonal trend. As
an OEM manufacturer of single-use medical devices the product sales are dictated
by a manufacturing agreement which is not affected by a seasonal trend.

Liquidity and Capital Resources

At March 31,  1999,  net working  capital was $61.7  million,  compared to $62.3
million at December 31, 1998,  with a current ratio of 8-to-1 at March 31, 1999.
The Company's primary capital  requirements arise out of general working capital
needs, capital expenditures for facilities and equipment and funding of research
and  development  projects and a common stock  repurchase  plan  approved by the
Board of Directors in October of 1998. The Company historically has funded these
requirements  through bank credit  facilities,  cash generated by operations and
equity offerings.

                                       8
<PAGE>


Net cash used in operating  activities was $2,237,000 for the three months ended
March 31,  1999,  as compared to net cash  provided by operating  activities  of
$698,000  for the three months ended March 31,  1998.  This  decrease  primarily
resulted from an increase in the accounts  receivables due to increased revenues
and an  increase  in the  amount of  accounts  payable  liquidated  in the first
quarter in 1999 due to the expansion of the BioGlue manufacturing  laboratory at
corporate  headquarters,  partially  offset by a  reduction  in the  increase of
deferred preservation costs and inventories between the first quarter of 1999 as
compared to the first quarter of 1998.

Net cash used in  investing  activities  was $1.1  million for the three  months
ended March 31,  1999,  as compared to $2.0  million for the three  months ended
March 31, 1998. This decrease was primarily  attributable to the decrease in the
addition of other assets during the first quarter of 1999.

Net cash used in  financing  activities  was $1.4  million for the three  months
ended March 31, 1999, as compared to net cash  provided by financing  activities
of $1.3 million for the three months  ended March 31,  1998.  This  decrease was
primarily  attributable  to a decrease in borrowings on the Company's bank loans
due to the repayment of the Company's bank loans from the Offering  proceeds and
the Company's repurchase of treasury stock during the first quarter of 1999.

In October 1998 the Company entered into an agreement with an investment banking
firm to provide  financial  advisory  services  related to a  potential  private
placement of equity or equity-oriented securities to form a separate company for
the commercial  development of its serine proteinase light activation (FibRx(R))
technologies.  This strategy, if successful,  will allow an affiliated entity to
fund the FibRx technology and should expedite the commercial  development of its
blood  clot  dissolving  and  surgical  sealant  product   applications  without
additional  R&D  expenditures  by the Company (other than through the affiliated
company).  This  strategy,  if  successful,  should  also  favorably  impact the
Company's liquidity going forward.

The Company  anticipates  that the  remaining net proceeds from the Offering and
cash  generated  from  operations  will be  sufficient to meet its operating and
development  needs  for the  next  12  months.  However,  the  Company's  future
liquidity and capital  requirements beyond that period will depend upon numerous
factors, including the timing of the Company's receipt of FDA approvals to begin
clinical  trials  for its  products  currently  in  development,  the  resources
required to further develop its marketing and sales  capabilities  if, and when,
those products gain  approval,  the resources  required to expand  manufacturing
capacity  and the  extent  to  which  the  Company's  products  generate  market
acceptance  and demand.  There can be no  assurance  that the  Company  will not
require additional  financing or will not seek to raise additional funds through
bank  facilities,  debt or equity  offerings or other sources of capital to meet
future requirements.  These additional funds may not be available when needed or
on terms acceptable to the Company,  which  unavailability could have a material
adverse  effect on the Company's  business,  financial  condition and results of
operations.

Year 2000

The  Company is aware of the issues  that many  companies  will face as the year
2000 approaches.  In order to become year 2000 compliant, the Company has set up
a project team to address the issue and has taken the following steps:

Impact Assessment: The Company has identified potential year 2000 issues and the
associated potential risks. The Company has assessed the impact of the year 2000
issue  and  believes  that  its  business  products  and  services  will  not be
significantly impacted.  Additionally, the Company has determined that, with the
exception of the  Company's  clinical  tracking  database,  all of the Company's
financial and  operational  applications  have been upgraded to or replaced with
year 2000 compliant software.

Third Party Impact  Assessments:  The Company has verified the  readiness of its
significant  suppliers through the distribution of a questionnaire which was 90%
returned  by the  suppliers  by January 1, 1999  indicating  compliance  or that
compliance  would be achieved by June 30, 1999.  The Company does not anticipate
that a lack of compliance of the vendors will significantly affect the Company's
daily operations.

                                       9
<PAGE>


Project Plan:  The Company began its compliance  strategy in October 1998.  With
the  exception of the  clinical  tracking  database,  all of the "off the shelf"
software  packages have been upgraded to compliant  releases.  Older  internally
developed  software  has been  replaced  with  new  systems  that are year  2000
compliant.  The remaining clinical tracking system will be internally rewritten,
and implemented by July 31, 1999. The Company  estimates that all  modifications
and  testing  for year  2000  issues  will be  completed  at a cost of less than
$50,000 including expenditures to date.

Contingency  Plan:  The  principal  risk  the  Company  faces  is a delay in the
implementation  of the new  clinical  tracking  system.  Although  the  clinical
tracking system is not critical to the day-to-day  operations of the Company, it
is important for FDA compliance regarding follow-up procedures after transplant.
A delay in the  implementation  of the new clinical tracking system would result
in the  Company  having  to rely on its paper  support  for  required  FDA data.
Although the Company is uncertain what the costs  associated  with a delay would
be or the related impact on operations,  liquidity and financial condition,  the
Company does not expect the impact to be material. The Company expects to have a
contingency plan completed by June 30, 1999.

The Company  believes that it is diligently  addressing  the year 2000 issue and
expects that through its actions,  year 2000 problems are not reasonably  likely
to have a material  adverse effect on its operations.  However,  there can be no
assurance that such problems will not arise.


Forward-Looking Statements

Statements  made in this Form 10-Q for the  quarter  ended  March 31,  1999 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  the  Company's  business,  including  without
limitation,  changes  in (1) the  effects  on the  Company  of year 2000  issues
including  unanticipated  expenses in  connection  therewith,  (2) the Company's
ability to find an equity  investor  in the FibRx  technology  and the impact of
such an investment on the Company's liquidity, (3) the adequacy of the Company's
financing  arrangements  over the next  twelve  months.  See the  "Business-Risk
Factors"  section of the Company's Annual Report on Form 10-K for the year ended
December 31, 1998 for a more  detailed  discussion of factors which might affect
the Company's future performance.

Item 3.   Qualitative and Quantitative Discussion About Market Risk.

The Company's  interest  income and expense are most sensitive to changes in the
general level of U.S.  interest rates. In this regard,  changes in U.S. interest
rates affect the  interest  earned on the  Company's  cash  equivalents  of $5.9
million and short-term  investments of $17.3 million in municipal obligations as
of March 31, 1999 as well as interest  paid on its debt.  To mitigate the impact
of fluctuations in U.S. interest rates, the Company  generally  maintains 80% to
90% of its debt as fixed rate in nature. As a result,  the Company is subject to
a risk that  interest  rates  will  decrease  and the  Company  may be unable to
refinance its debt.


                                       10

<PAGE>


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
_______                             ___________


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  three months
          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 31, 1996.)

3.4       ByLaws of the  Company,  as amended.  (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.)

4.1       Form of Certificate for the Company's  Common Stock.  (Incorporated by
          reference to Exhibit 4.1 to the Registrant's Registration Statement on
          Form S-1 (No. 33-56388).)

4.2       Form of Certificate for the Company's  Common Stock.  (Incorporated by
          reference  to Exhibit 4.2 to the  Registrant's  Annual  Report on Form
          10-K for the fiscal year ended December 31, 1997).

27.1      Financial Data Schedule

(b)  Current Reports on Form 8-K.
                  None

                                       11

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                 CRYOLIFE, INC.
                                  (Registrant)

May 10, 1999                     /s/ EDWIN B. CORDELL, JR.
- ------------------               ----------------------------------
DATE                             EDWIN B. CORDELL, JR.
                                 Vice President and Chief Financial
                                 Officer
                                 (Principal Financial and
                                 Accounting Officer)




                                       12

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL DATA  INFORMATION  EXTRACTED FROM THE
COMPANY'S  UNAUDITED FINANCIAL  STATEMENTS  CONTAINED IN ITS REPORT ON FORM 10-Q
FOR THE  QUARTERLY  PERIOD ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>  0000784199                         
<NAME> CRYOLIFE, INC.                       
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               DEC-31-1999
<PERIOD-END>                    MAR-31-1999               
<CASH>                                          8,107,000
<SECURITIES>                                   26,490,000
<RECEIVABLES>                                  13,161,000
<ALLOWANCES>                                      280,000
<INVENTORY>                                     4,149,000
<CURRENT-ASSETS>                               70,092,000
<PP&E>                                         32,638,000
<DEPRECIATION>                                 10,834,000
<TOTAL-ASSETS>                                 97,257,000
<CURRENT-LIABILITIES>                           8,440,000
<BONDS>                                         7,065,000
                                   0
                                             0
<COMMON>                                          134,000
<OTHER-SE>                                     80,572,000
<TOTAL-LIABILITY-AND-EQUITY>                   97,257,000
<SALES>                                         2,009,000
<TOTAL-REVENUES>                               16,325,000
<CGS>                                           1,796,000
<TOTAL-COSTS>                                   7,371,000
<OTHER-EXPENSES>                                6,894,000
<LOSS-PROVISION>                                   24,000
<INTEREST-EXPENSE>                                119,000
<INCOME-PRETAX>                                 2,060,000
<INCOME-TAX>                                      680,000
<INCOME-CONTINUING>                             1,380,000
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                    1,380,000
<EPS-PRIMARY>                                        0.11
<EPS-DILUTED>                                        0.11
        

</TABLE>


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