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ValveXchange Investment
9 Months Ended
Sep. 30, 2012
ValveXchange Investment [Abstract]  
ValueXchange Investment

5.  ValveXchange Investment 

 

In July 2011 the Company purchased approximately 2.4 million shares of series A preferred stock of ValveXchange for approximately $3.5 million.  ValveXchange is a private medical device company that was spun off from Cleveland Clinic to develop a lifetime heart valve replacement technology platform featuring exchangeable bioprosthetic leaflets.  The Company’s carrying value of this investment includes the purchase price and certain transaction costs, and CryoLife’s investment represents an approximate 19% equity ownership in ValveXchange.  As ValveXchange’s stock is not actively traded on any public stock exchange and as the Company’s investment is in preferred stock, the Company accounts for this investment using the cost method.  The Company recorded its investment as a long-term asset, investment in equity securities, on the Company’s Summary Consolidated Balance Sheets.

  

The Company will evaluate the carrying value of the ValveXchange preferred stock investment if factors become known that indicate an impairment review is warranted.  If ValveXchange does not continue to make advances in developing its technology, if ValveXchange sells additional securities at a price less than the book value of the Company’s investment, if the Company subsequently determines that the value of its ValveXchange stock has been impaired, or if the Company decides to sell its ValveXchange preferred stock for less than the carrying value, the Company would record an impairment charge or realized loss on sale of the investment in ValveXchange, which could be material.   

 

During the quarter ended September 30, 2012 the Company reviewed available information to determine if factors indicated that the Company should evaluate its investment in ValveXchange preferred stock for impairment.  The Company determined that available information indicated that the Company should evaluate its investment in ValveXchange preferred stock for impairment.

  

The Company used available information to analyze its investment for impairment, and the information indicated that the fair value of the investment was less than the carrying value.  Therefore, based on this analysis, the Company believes that its investment in ValveXchange was impaired as of September 30, 2012, and the impairment was other than temporary.  As a result the Company recorded an other non-operating expense of $340,000 to write-down its investment in ValveXchange preferred stock.  The carrying value of the Company’s 2.4 million shares of ValveXchange preferred stock after this write down was $3.2 million as of September 30, 2012.

  

Loan Agreement

  

In July 2011 the Company entered into an agreement with ValveXchange, as amended, to make available up to $2.0 million to ValveXchange in debt financing through a revolving credit facility (“ValveXchange Loan”).  The ValveXchange Loan includes various affirmative and negative covenants, including financial covenant requirements, and expires on July 30, 2018, unless terminated earlier.  Amounts loaned under the ValveXchange Loan will earn interest at an 8% annual rate and will be secured by substantially all of the tangible and intangible assets of ValveXchange.  The Company incurred loan origination costs, net of fees charged to ValveXchange, of approximately $117,000, which are being expensed on a straight-line basis over the life of the loan facility.  The Company advanced $1.0 million to ValveXchange under this loan in July 2012 and advanced the remaining $1.0 million in October 2012.  The $1.0 million advance made in July is recorded as long-term notes receivable on the Company’s Summary Consolidated Balance Sheet as of September 30, 2012.   The Company may decide to allow ValveXchange to issue shares in payment of some or all of the outstanding debt balance in connection with the currently proposed financing or a future round of financing.

 

Option Agreement

  

            Concurrently with the ValveXchange Loan described above, CryoLife entered into an option agreement with ValveXchange through which CryoLife obtained the right of first refusal to acquire ValveXchange during a period that extends through the completion of initial commercialization milestones and the right to negotiate with ValveXchange for European distribution rights.  The Company’s rights may be modified or reduced in connection with a currently proposed financing or a future round of financing.