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ValveXchange Investment
12 Months Ended
Dec. 31, 2012
ValveXchange Investment [Abstract]  
ValueXchange Investment

5.  ValveXchange Investment

 

Investment

 

In July 2011 the Company purchased approximately 2.4 million shares of Series A Preferred Stock of ValveXchange, Inc. (“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 accounted 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 Consolidated Balance Sheets.

 

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 believed that its investment in ValveXchange was impaired in the third quarter of 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. 

 

During the quarter ended December 31, 2012 the Company determined that available information indicated that it should reevaluate its investment in ValveXchange preferred stock for impairment.              Based on this updated analysis, the Company does not believe that its investment in ValveXchange was impaired further in the fourth quarter of 2012.  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 resulting impairment charge or realized loss on sale of the investment in ValveXchange could be material.

 

As of December 31, 2012 the carrying value of the Company’s 2.4 million shares of ValveXchange preferred stock was $3.2 million.

 

Loan Agreement

 

In July 2011 the Company entered into an agreement with ValveXchange 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 earn interest at an 8% annual rate and are 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 will be 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 $2.0 million advance is recorded as long-term notes receivable on the Company’s Consolidated Balance Sheet as of December 31, 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 a 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.