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ValveXchange Investment
9 Months Ended
Sep. 30, 2013
ValveXchange Investment [Abstract]  
ValveXchange Investment

5.  ValveXchange

 

Preferred Stock Investment 

 

In July 2011 the Company purchased 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 based on ValveXchange’s current capitalization.  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.

 

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 (“Loan”).  The Loan includes various affirmative and negative covenants, including financial covenant requirements, and expires on July 30, 2018, unless terminated earlier.  Amounts loaned under the Loan will 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 are being expensed on a straight-line basis over the life of the loan facility.  The Company advanced $2.0 million to ValveXchange under this loan in 2012.  The $2.0 million advance is recorded as long-term notes receivable on the Company’s Summary Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012.

 

On July 22, 2013 CryoLife notified ValveXchange that ValveXchange was in default of certain loan covenants, due to factors including ValveXchange’s failure to obtain CryoLife’s consent for a certain convertible note financing that ValveXchange obtained in July 2013.  CryoLife and ValveXchange are continuing to work to resolve this event of default, which was ongoing as of October 24, 2013.

 

Investment and Loan Analysis

 

During the quarter ended September 30, 2013 the Company determined that available information, including ValveXchange’s financial condition and cash position, indicated that it should reevaluate its investment in ValveXchange preferred stock for impairment.  However, based on this updated analysis, the Company does not believe that its investment in ValveXchange was impaired in the third quarter of 2013.  If the Company subsequently determines that the value of its ValveXchange stock has been impaired, if ValveXchange issues additional shares at a valuation materially different than the carrying value of the Company’s shares, 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.  The carrying value of the Company’s 2.4 million shares of ValveXchange preferred stock was $3.2 million as of September 30, 2013 and December 31, 2012.

 

ValveXchange is currently attempting to raise additional funds to support its short-term and long-term operations.  However, even if ValveXchange is able to secure some additional financing, if it is unable to obtain additional amounts and cannot meet its obligations, CryoLife may need to foreclose on the related collateral to secure repayment of the Loan.  Although CryoLife currently believes that the value of the collateral is adequate to repay the Loan, there is no guarantee that the security for the notes will be sufficient to repay the Loan.  In addition, if CryoLife is forced to foreclose on the Loan, it may materially, adversely affect the value of CryoLife’s preferred stock investment in ValveXchange.  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 future round of financing.

 

Option Agreement

  

Concurrently with the 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 future round of financing.