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Medafor Matters
3 Months Ended
Mar. 31, 2013
Medafor Matters [Abstract]  
Medafor Matters

7.  Medafor Matters 

 

Investment in Medafor Common Stock

 

In 2009 and 2010 CryoLife purchased shares of common stock in Medafor, Inc. (“Medafor”).  As financial information for Medafor is not readily available and as the Company does not exert significant influence over the operations of Medafor, the Company accounted for its investment in Medafor common stock using the cost method.  The Company recorded the stock as a long-term asset, investment in equity securities, on the Company’s Summary Consolidated Balance Sheets.  

 

During the quarter ended March 31, 2013 the Company reviewed available information and determined that no factors were present indicating that the Company should evaluate the carrying value of its cost method investment in Medafor common stock for impairment.  The carrying value of the Company’s 2.4 million shares of Medafor common stock was approximately $2.6 million as of both March 31, 2013 and December 31, 2012.   

 

In connection with its purchase of Medafor common stock, the Company entered into agreements with the sellers that could require CryoLife to make additional payments to the sellers if CryoLife acquired or merged with Medafor within a specified time period.  The last of these provisions will expire in June 2013.  The Company accounted for these provisions as an embedded derivative.  CryoLife used a Black-Scholes model to value the embedded derivative, using assumptions as to the likelihood and the valuation of any additional required payments.  The Company recorded the fair value of the embedded derivative as an increase to the investment in equity securities and a corresponding derivative liability on the Company’s Summary Consolidated Balance Sheets. 

 

As of March 31, 2013 and December 31, 2012 the Company believed that the likelihood of a Triggering Event was remote and the value of the Medafor Derivative was zero

 

Distribution Agreement and Legal Action

 

CryoLife distributed a powdered hemostat for Medafor from 2008 to 2010.  CryoLife filed a lawsuit against Medafor in 2009 in the U.S. District Court for the Northern District of Georgia (“Georgia Court”).  In 2010 Medafor filed counterclaims against CryoLife in the same case.  The litigation related to an exclusive distribution agreement that the parties entered into in April 2008. 

 

In June 2012 the parties entered into a settlement agreement.  Per the settlement, Medafor paid $3.5 million in cash to CryoLife in the third quarter of 2012.  On June 29, 2012 the parties jointly filed stipulated dismissals with prejudice with the Georgia Court.  As a result of the settlement, CryoLife recorded a gain of $4.7 million as a reduction in general, administrative, and marketing expenses on its Summary Consolidated Statement of Operations and Comprehensive Income in the second quarter of 2012 and recorded a reduction in accounts payable of $1.2 million to write off a payable for previous inventory purchases, which was discharged pursuant to the settlement agreement.

 

            CryoLife received a letter from Medafor in September 2012 stating that PerClot®, when introduced in the U.S., will, when used in accordance with the method published in CryoLife’s literature and with the instructions for use, infringe Medafor’s U.S. patent.  CryoLife does not believe that it will infringe Medafor’s patent.  There have been no further communications between CryoLife and Medafor related to the September letter.