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ValveXchange
12 Months Ended
Dec. 31, 2013
ValveXchange [Abstract]  
ValveXchange

5.  ValveXchange

 

Preferred Stock Investment

 

In July 2011 the Company purchased 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 included the purchase price and certain transaction costs, and CryoLife’s investment represented an approximate 19% equity ownership in ValveXchange.  As ValveXchange’s stock is not actively traded on any public stock exchange, as the Company does not exert significant influence over ValveXchange, 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.

 

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 (the “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 the Loan in 2012.  The $2.0 million advance is recorded as long-term notes receivable on the Company’s Consolidated Balance Sheets as of December 31, 2013 and 2012.

 

During 2013 CryoLife repeatedly notified ValveXchange that ValveXchange was in default of certain loan covenants, due to factors including ValveXchange’s failure to obtain CryoLife’s consent for certain convertible note financings that ValveXchange obtained during the year.  These events of default were ongoing as of February 15, 2014. 

 

Investment and Loan Analysis

 

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 quarters ended December 31, 2012, June 30, 2013, and September 30, 2013 the Company reevaluated its investment in ValveXchange preferred stock for impairment.  At the time of each of these analyses, the Company did not believe that its investment in ValveXchange was impaired further. 

 

During the quarter ended December 31, 2013 the Company determined that available information, including ValveXchange’s financial condition and cash position, indicated that the Company should reevaluate its investment in ValveXchange preferred stock for impairment.  The Company used available information, including new information obtained in the fourth quarter of 2013, to analyze its investment for impairment, and this information indicated that the fair value of the investment had declined significantly and any remaining value was nominal.  Therefore, based on this analysis, the Company believes that its investment in ValveXchange was fully impaired as of December 31, 2013, and the impairment was other than temporary.  As a result, the Company recorded an other non-operating expense of $3.2 million to write-down its investment in ValveXchange preferred stock.  The carrying value of the Company’s investment in ValveXchange preferred stock after this write down was zero as of December 31, 2013.  The carrying value of the Company’s investment in ValveXchange preferred stock was $3.2 million as of December 31, 2012.

 

ValveXchange is currently attempting to raise additional funds to support its short-term and long-term operations.  If ValveXchange is unable to secure material amounts of additional financing, it will likely be unable to meet its obligations, and, therefore, 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.

 

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.