Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 28, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'ENDOLOGIX INC /DE/ | ' |
Entity Central Index Key | '0001013606 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 64,013,757 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Current assets: | ' | ' | ||
Cash and cash equivalents | $42,179 | $95,152 | ||
Marketable securities | 77,418 | 31,313 | ||
Accounts receivable, net allowance for doubtful accounts of $195 and $399, respectively. | 25,448 | 24,972 | ||
Other receivables | 690 | 310 | ||
Inventories | 24,036 | 19,558 | ||
Prepaid expenses and other current assets | 2,537 | 2,328 | ||
Total current assets | 172,308 | 173,633 | ||
Property and equipment, net | 11,224 | 7,338 | ||
Goodwill | 29,101 | [1] | 29,103 | [1] |
Intangibles, net | 42,980 | 43,096 | ||
Deposits and other assets | 2,525 | 3,027 | ||
Total assets | 258,138 | 256,197 | ||
Current liabilities: | ' | ' | ||
Accounts payable | 11,232 | 6,265 | ||
Accrued payroll | 9,796 | 11,476 | ||
Accrued expenses and other current liabilities | 4,231 | 3,094 | ||
Contingently issuable common stock | 34,800 | 46,500 | ||
Total current liabilities | 60,059 | 67,335 | ||
Deferred income tax | 1,024 | 1,135 | ||
Deferred rent | 3,749 | 1,585 | ||
Contingently issuable common stock | 14,300 | 14,400 | ||
Convertible notes | 67,901 | 67,101 | ||
Total liabilities | 147,033 | 151,556 | ||
Commitments and contingencies | ' | ' | ||
Stockholders’ equity: | ' | ' | ||
Convertible preferred stock, $0.001 par value; 5,000,000 shares authorized. No shares issued and outstanding. | 0 | 0 | ||
Common stock, $0.001 par value; 75,000,000 shares authorized. 64,050,204 and 63,866,392 shares issued, respectively. 64,004,986 and 63,866,392 shares outstanding, respectively. | 64 | 64 | ||
Treasury stock, at cost, 45,218 and 0 shares, respectively. | -644 | 0 | ||
Additional paid-in capital | 323,615 | 321,756 | ||
Accumulated deficit | -210,787 | -216,082 | ||
Accumulated other comprehensive loss | -1,143 | -1,097 | ||
Total stockholders’ equity | 111,105 | 104,641 | ||
Total liabilities and stockholders’ equity | $258,138 | $256,197 | ||
[1] | Difference in goodwill value between these dates is solely due to a foreign currency translation adjustment. |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $195 | $399 |
Common stock, par value (per share) | $0.00 | $0.00 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 64,050,204 | 63,866,392 |
Common stock, shares outstanding | 64,004,986 | 63,866,392 |
Treasury stock, shares | 45,218 | 0 |
Convertible Preferred Stock [Member] | ' | ' |
Convertible preferred stock, par value (per share) | $0.00 | $0.00 |
Convertible preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Statement [Abstract] | ' | ' |
Revenue | $33,264 | $29,784 |
Cost of goods sold | 8,969 | 7,256 |
Gross profit | 24,295 | 22,528 |
Operating expenses: | ' | ' |
Research and development | 4,105 | 3,519 |
Clinical and regulatory affairs | 2,200 | 2,364 |
Marketing and sales | 16,143 | 15,249 |
General and administrative | 7,163 | 5,885 |
Total operating expenses | 29,611 | 27,017 |
Loss from operations | -5,316 | -4,489 |
Other income (expense): | ' | ' |
Interest income | 59 | 10 |
Interest expense | -1,390 | 0 |
Other income, net | 358 | 684 |
Change in fair value of contingent consideration related to acquisition | 11,800 | -5,200 |
Total other income (expense) | 10,827 | -4,506 |
Net income (loss) before income tax expense | 5,511 | -8,995 |
Income tax expense | -216 | -339 |
Net income (loss) | 5,295 | -9,334 |
Other comprehensive (loss) income (foreign currency translation) | -46 | 328 |
Comprehensive income (loss) | $5,249 | ($9,006) |
Basic net income (loss) per share (usd per share) | $0.08 | ($0.15) |
Diluted net income (loss) per share (usd per share) | $0.08 | ($0.15) |
Shares used in computing basic net income (loss) per share | 63,405 | 62,189 |
Shares used in computing diluted net income (loss) per share | 66,017 | 62,189 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | $5,295 | ($9,334) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ' | ' |
Bad debt expense | -12 | 0 |
Depreciation and amortization | 602 | 484 |
Stock-based compensation | 1,613 | 2,230 |
Change in fair value of contingent consideration related to acquisition | -11,800 | 5,200 |
Accretion of interest on convertible note | 800 | 0 |
Amortization of deferred financing costs | 97 | 0 |
Non-cash foreign exchange gain | -367 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable and other receivables | -242 | -3,064 |
Inventories | -4,360 | -436 |
Prepaid expenses and other current assets | -147 | -103 |
Accounts payable | 4,005 | 182 |
Accrued payroll | -1,654 | -7 |
Accrued expenses and other liabilities | 3,190 | 1,454 |
Net cash used in operating activities | -2,980 | -3,394 |
Cash flows from investing activities: | ' | ' |
Purchases of marketable securities | -53,023 | 0 |
Maturities of marketable securities | 6,918 | 0 |
Purchases of property and equipment | -3,491 | -1,102 |
Net cash used in investing activities | -49,596 | -1,102 |
Cash flows from financing activities: | ' | ' |
Proceeds from exercise of stock options | 246 | 997 |
Minimum tax withholding paid on behalf of employees for restricted stock units | -644 | 0 |
Net cash (used in) provided by financing activities | -398 | 997 |
Effect of exchange rate changes on cash and cash equivalents | 1 | 410 |
Net decrease in cash and cash equivalents | -52,973 | -3,089 |
Cash and cash equivalents, beginning of period | 95,152 | 45,118 |
Cash and cash equivalents, end of period | 42,179 | 42,029 |
Cash paid for income taxes | 129 | 0 |
Landlord funded leasehold improvements | $2,425 | $0 |
Description_of_Business_Basis_
Description of Business, Basis of Presentation, and Operating Segment | 3 Months Ended | |
Mar. 31, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Description of Business, Basis of Presentation, and Operating Segment | ' | |
Description of Business, Basis of Presentation, and Operating Segment | ||
(a) | Description of Business | |
Endologix, Inc. (the "Company","we","our" or "us") is a Delaware corporation with corporate headquarters and production facilities located in Irvine, California. The Company develops, manufactures, markets, and sells innovative medical devices for the treatment of aortic disorders. The Company's products are intended for the treatment of abdominal aortic aneurysms ("AAA"). The Company's AAA products are built on one of two platforms: (1) traditional minimally-invasive endovascular repair ("EVAR") or (2) endovascular sealing (“EVAS”), the Company's innovative solution for sealing the aneurysm sac while maintaining blood flow through two blood flow lumens. The Company's current EVAR products include the Endologix AFX Endovascular AAA System (“AFX”) and the Endologix Intuitrak Endovascular AAA System (“Intuitrak”). The Company's current EVAS product is the Nellix Endovascular Aneurysm Sealing System (“Nellix EVAS System”). Sales of the Company's EVAR and EVAS platforms (including extensions and accessories) to hospitals in the U.S. and Europe, and to third-party international distributors, provide the sole source of the Company's reported revenue. | ||
The Company's EVAR products consist of (i) a cobalt chromium alloy stent covered by polytetrafluoroethylene (commonly referred to as "ePTFE") graft material (“Stent Graft”) and (ii) an accompanying delivery system. Once fixed in its proper position within the abdominal aorta, the Company's EVAR device provides a conduit for blood flow, thereby relieving pressure within the weakened or “aneurysmal” section of the vessel wall, which greatly reduces the potential for the AAA to rupture. | ||
The Company's EVAS product consists of (i) bilateral covered stents with endobags, (ii) a biocompatible polymer injected into the endobags to seal the aneurysm and (iii) a delivery system and polymer dispenser. The Company's EVAS product seals the entire aneurysm sac effectively, excluding the aneurysm sac and reducing the likelihood of future aneurysm rupture. Additionally, it has the potential to reduce post procedural re-interventions. | ||
(b) Basis of Presentation | ||
The accompanying Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). These financial statements include the financial position, results of operations, and cash flows of the Company, including its subsidiaries, all of which are wholly-owned. All inter-company accounts and transactions have been eliminated in consolidation. For the three months ended March 31, 2014 and 2013, there were no related party transactions. | ||
The interim financial data as of March 31, 2014 is unaudited and is not necessarily indicative of the results for a full year. In the opinion of the Company's management, the interim data includes normal and recurring adjustments necessary for a fair presentation of the Company's financial results for the three months ended March 31, 2014. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations relating to interim financial statements. | ||
The accompanying Condensed Consolidated Financial Statements should be read in conjunction with the Company's audited Consolidated Financial Statements and Notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on March 3, 2014. | ||
(c) Operating Segment | ||
The Company has one operating and reporting segment that is focused exclusively on the development, manufacture, marketing, and sale of EVAR and EVAS product for the treatment of aortic disorders. For the three months ended March 31, 2014, all of the Company's revenue and related expenses were solely attributable to these activities. Substantially all of the Company's long-lived assets are located in the U.S. |
Use_of_Estimates_and_Summary_o
Use of Estimates and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Use of Estimates and Summary of Significant Accounting Policies | ' |
Use of Estimates and Summary of Significant Accounting Policies | |
The preparation of financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, the Company's management evaluates its estimates, including those related to (i) collectibility of customer accounts; (ii) whether the cost of inventories can be recovered; (iii) the value of goodwill and intangible assets; (iv) realization of tax assets and estimates of tax liabilities; (v) likelihood of payment and value of contingent liabilities; and (vi) potential outcome of litigation. Such estimates are based on management's judgment which takes into account historical experience and various assumptions. Nonetheless, actual results may differ from management's estimates. | |
For a complete summary of our significant accounting policies, please refer to Note 1, "Summary of Significant Accounting Policies, in Part II, Item 8 of our 2013 Annual Report on Form 10-K for the year ended December 31, 2013, filed March 3, 2014. There have been no material changes to our significant accounting policies during the three months ended March 31, 2014. |
Balance_Sheet_Account_Detail
Balance Sheet Account Detail | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Balance Sheet Related Disclosures [Abstract] | ' | |||||||||||||||
Balance Sheet Account Detail | ' | |||||||||||||||
Balance Sheet Account Detail | ||||||||||||||||
(a) Property and Equipment | ||||||||||||||||
Property and equipment consisted of the following: | ||||||||||||||||
March 31, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Production equipment, molds, and office furniture | $ | 8,254 | $ | 8,033 | ||||||||||||
Computer hardware and software | 3,402 | 3,290 | ||||||||||||||
Leasehold improvements | 3,055 | 3,058 | ||||||||||||||
Construction in progress (software and related implementation, production equipment, and leasehold improvements) | 6,632 | 2,594 | ||||||||||||||
Property and equipment, at cost | $ | 21,343 | $ | 16,975 | ||||||||||||
Accumulated depreciation | (10,119 | ) | (9,637 | ) | ||||||||||||
Property and equipment, net | $ | 11,224 | $ | 7,338 | ||||||||||||
Depreciation expense for property and equipment for the three months ended March 31, 2014, and 2013 was $0.5 million, and $0.4 million respectively. | ||||||||||||||||
(b) Inventories | ||||||||||||||||
Inventories consisted of the following: | ||||||||||||||||
March 31, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Raw materials | $ | 4,080 | $ | 3,793 | ||||||||||||
Work-in-process | 7,082 | 4,539 | ||||||||||||||
Finished goods | 12,874 | 11,226 | ||||||||||||||
Inventories | $ | 24,036 | $ | 19,558 | ||||||||||||
(c) Goodwill and Intangible Assets | ||||||||||||||||
The following table presents goodwill, indefinite lived intangible assets, finite lived intangible assets, and related accumulated amortization: | ||||||||||||||||
March 31, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Goodwill (1) | $ | 29,101 | $ | 29,103 | ||||||||||||
Intangible assets: | ||||||||||||||||
Indefinite lived intangibles | ||||||||||||||||
Trademarks and trade names | 2,708 | 2,708 | ||||||||||||||
Finite lived intangibles | ||||||||||||||||
Developed technology (2) | $ | 40,100 | $ | 40,100 | ||||||||||||
Accumulated amortization | (105 | ) | (48 | ) | ||||||||||||
Developed technology, net | $ | 39,995 | $ | 40,052 | ||||||||||||
Patent | $ | 100 | $ | 100 | ||||||||||||
Accumulated amortization | (100 | ) | (95 | ) | ||||||||||||
Patent, net | $ | — | $ | 5 | ||||||||||||
License | $ | 100 | $ | 100 | ||||||||||||
Accumulated amortization | (49 | ) | (41 | ) | ||||||||||||
License, net | $ | 51 | $ | 59 | ||||||||||||
Customer relationships | $ | 543 | $ | 544 | ||||||||||||
Accumulated amortization | (317 | ) | (272 | ) | ||||||||||||
Customer relationships, net | $ | 226 | $ | 272 | ||||||||||||
Intangible assets (excluding goodwill), net | $ | 42,980 | $ | 43,096 | ||||||||||||
(1) Difference in goodwill value between these dates is solely due to a foreign currency translation adjustment. | ||||||||||||||||
(2) Was reclassified in the first quarter of 2013 from in- process research and development to finite lived intangibles, which coincided with the European commercial launch of the product (Nellix EVAS System) associated with this intangible asset. A significant portion of this intangible asset will not begin amortization until the U.S. launch of this product, currently scheduled for 2016. | ||||||||||||||||
Amortization expense for intangible assets for the three months ended March 31, 2014, and 2013 was $0.1 million, and $0.1 million respectively. | ||||||||||||||||
Estimated amortization expense for the five succeeding years and thereafter (which includes amortization of intangible assets which commenced in February 2013 with the commercial launch of the Nellix System in Europe) is as follows: | ||||||||||||||||
Amortization Expense | ||||||||||||||||
Remainder of 2014 | $ | 331 | ||||||||||||||
2015 | 641 | |||||||||||||||
2016 | 953 | |||||||||||||||
2017 | 2,250 | |||||||||||||||
2018 | 3,866 | |||||||||||||||
2019 | 4,521 | |||||||||||||||
2020 & Thereafter | 27,710 | |||||||||||||||
Total | $ | 40,272 | ||||||||||||||
(d) Marketable securities | ||||||||||||||||
Investments in held-to-maturity marketable securities, which all mature during 2014, consist of the following at March 31, 2014: | ||||||||||||||||
31-Mar-14 | ||||||||||||||||
Amortized | Gross | Gross | Fair Value | |||||||||||||
Cost | Unrealized | Unrealized | ||||||||||||||
Gain | Loss | |||||||||||||||
Corporate and other debt securities | $ | 77,418 | $ | 8 | $ | (12 | ) | $ | 77,414 | |||||||
At March 31, 2014, the Company’s investments included 22 held-to-maturity debt securities in unrealized loss positions with a total unrealized loss of approximately $12 thousand and a total fair market value of approximately $77.4 million. All investments with gross unrealized losses have been in unrealized loss positions for less than 6 months. The unrealized losses were caused by interest rate fluctuations. There was no change in the credit risk of the securities. The Company does not intend to sell the securities and it is not likely that the Company will be required to sell the securities before the expected recovery of their amortized cost bases. There were no realized gains or losses on the investments for the three months ended March 31, 2014. | ||||||||||||||||
(e) Fair Value Measurements | ||||||||||||||||
The following fair value hierarchy table presents information about each major category of the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2014: | ||||||||||||||||
Quoted prices in | Significant other | Significant | Total | |||||||||||||
active markets for | observable | unobservable | ||||||||||||||
identical assets | inputs | inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||
At December 31, 2013 | ||||||||||||||||
Cash and cash equivalents | $ | 95,152 | $ | — | $ | — | $ | 95,152 | ||||||||
Contingently issuable common stock | $ | — | $ | — | $ | 60,900 | $ | 60,900 | ||||||||
At March 31, 2014 | ||||||||||||||||
Cash and cash equivalents | $ | 42,179 | $ | — | $ | — | $ | 42,179 | ||||||||
Contingently issuable common stock | $ | — | $ | — | $ | 49,100 | $ | 49,100 | ||||||||
There were no re-measurements to fair value during the three months ended March 31, 2014 of financial assets and liabilities that are not measured at fair value on a recurring basis. There were no transfers between Level 1, Level 2, or Level 3 securities during the three months ended March 31, 2014. | ||||||||||||||||
(f) Instruments Not Recorded at Fair Value on a Recurring Basis | ||||||||||||||||
We measure the fair value of our Senior Notes carried at amortized cost quarterly for disclosure purposes. The estimated fair value of the Senior Notes is determined by Level 2 inputs and is based primarily on quoted market prices for the same or similar issues. Based on the market prices, the fair value of our long-term debt was $83.3 million as of March 31, 2014 and $84.9 million as of December 31, 2013. | ||||||||||||||||
We measure the fair value of our held-to-maturity marketable securities carried at amortized cost quarterly for disclosure purposes. The fair value of certain marketable securities is determined by Level 2 inputs and is based primarily on quoted market prices for the same or similar instruments. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Stock-Based Compensation | ' | |||||||
Stock-Based Compensation | ||||||||
The Company classifies stock-based compensation expense in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss, based on the department to which the recipient belongs. Stock-based compensation expense included in cost of goods sold and operating expenses during the three months ended March 31, 2014 and 2013, was as follows: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Cost of goods sold | $ | 208 | $ | 150 | ||||
Operating expenses: | ||||||||
Research and development | 161 | 205 | ||||||
Clinical and regulatory affairs | (103 | ) | 403 | |||||
Marketing and sales | 538 | 578 | ||||||
General and administrative | 809 | 894 | ||||||
Total operating expenses | $ | 1,405 | $ | 2,080 | ||||
Total | $ | 1,613 | $ | 2,230 | ||||
Net_Income_Loss_Per_Share
Net Income (Loss) Per Share | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Net Income (Loss) Per Share | ' | |||||||
Net Income (Loss) Per Share | ||||||||
Basic net income (loss) per share was calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the three ended March 31, 2014 and 2013. Diluted net income per share for the three months ended March 31, 2014, was calculated by adjusting outstanding shares for the dilutive effects of outstanding, but unexercised, stock options and unvested restricted stock, as calculated under the treasury stock method. | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Net income (loss) | $ | 5,295 | $ | (9,334 | ) | |||
Weighted average shares- basic | 63,405 | 62,189 | ||||||
Weighted average shares- diluted | 66,017 | 62,189 | ||||||
Net income (loss) per share- basic | $ | 0.08 | $ | (0.15 | ) | |||
Net income (loss) per share- diluted | $ | 0.08 | $ | (0.15 | ) | |||
The following outstanding Company securities were included in the above calculations of net income per share because their impact was dilutive: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Common stock options | 2,027 | — | ||||||
Restricted stock awards | 152 | — | ||||||
Restricted stock units | 433 | — | ||||||
Total | 2,612 | — | ||||||
The following outstanding Company securities were excluded from the above calculations of net income (loss) per share because their impact would have been anti-dilutive: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Common stock options | 1,153 | 2,768 | ||||||
Restricted stock awards | — | 492 | ||||||
Restricted stock units | — | 457 | ||||||
Total | 1,153 | 3,717 | ||||||
As discussed in Note 6, in December 2013, the Company issued $86.3 million aggregate principal amount of 2.25% convertible senior notes due 2018 (the “Notes”) in an underwritten public offering. Upon any conversion the Notes may be settled, at the Company’s election, in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. For purposes of calculating the maximum dilutive impact, it is presumed that the Notes will be settled in common stock with the resulting potential common shares included in diluted earnings per share if the effect is more dilutive. The effect of the conversion of the Notes is excluded from the calculation of dilutive earnings per share because the impact of these securities would be anti-dilutive. The potential dilutive effect of these securities is shown in the chart below: | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Conversion of the Notes | 3,588 | — | ||||||
The effect of the contingently issuable common stock is excluded from the calculation of basic net income (loss) per share until all necessary conditions for issuance have been satisfied. Refer to Note 9 of the Notes to the Condensed Consolidated Financial Statements for further discussion. |
Credit_Facilities
Credit Facilities | 3 Months Ended |
Mar. 31, 2014 | |
Line of Credit Facility [Abstract] | ' |
Credit Facilities | ' |
Credit Facilities | |
2.25% Convertible Senior Notes | |
On December 10, 2013, the Company issued $86.3 million aggregate principal amount 2.25% Convertible Senior Notes (the “Notes”). The Notes mature on December 15, 2018 unless earlier repurchased by the Company or converted. The Company received net proceeds from the sale of the Notes of approximately $82.6 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. Interest is payable on the Notes on June 15 and December 15 of each year, beginning June 15, 2014. | |
The Notes are governed by the terms of a base indenture (the “Base Indenture”), as supplemented by the first supplemental indenture relating to the Notes (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and Wells Fargo Bank, National Association (the “Trustee”), each of which were entered into on December 10, 2013. | |
The Notes are senior unsecured obligations and are: (1) senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the Notes; (2) equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated; (3) effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; (4) and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries. | |
The Company may not redeem the Notes prior to December 15, 2016. On or after December 15, 2016, the Company may redeem for cash all or any portion of the Notes, at its option, but only if the closing sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the second trading day immediately preceding the date on which the Company provides notice of redemption, exceeds 130% of the conversion price on each applicable trading day. The redemption price will equal 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes. | |
Holders may convert their Notes at any time prior to the close of business on the business day immediately preceding September 15, 2018 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2014, if the closing sale price of the Company’s common stock, for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the conversion price of the Notes in effect on each applicable trading day; (2) during the five consecutive business-day period following any five consecutive trading-day period in which the trading price for the Notes for each such trading day was less than 98% of the closing sale price of the Company’s common stock on such date multiplied by the then-current conversion rate; (3) if the Company calls all or any portion of the notes for redemption, at any time prior to the close of business on the second scheduled trading day prior to the redemption date, or (4) upon the occurrence of specified corporate events. On or after September 15, 2018 until the close of business on the second scheduled trading day immediately preceding the stated maturity date, holders may surrender their Notes for conversion at any time, regardless of the foregoing circumstances. | |
Upon conversion, the Company will at its election pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. | |
The initial conversion rate will be 41.6051 shares of the Company’s common stock for each $1,000 principal amount of Notes, which represents an initial conversion price of approximately $24.04 per share. Following certain corporate transactions that occur on or prior to the stated maturity date or the Company’s delivery of a notice of redemption, the Company will increase the conversion rate for a holder that elects to convert its Notes in connection with such a corporate transaction. | |
If a fundamental change (as defined in the Indenture) occurs prior to the stated maturity date, holders may require the Company to purchase for cash all or any portion of their Notes at a fundamental change purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to, but excluding, the fundamental change purchase date. | |
The Indenture contains customary terms and covenants and events of default with respect to the Notes. If an event of default (as defined in the Indenture) occurs and is continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Notes may declare the principal amount of the Notes to be due and payable immediately by notice to the Company (with a copy to the Trustee). If an event of default arising out of certain events of bankruptcy, insolvency or reorganization involving the Company or a significant subsidiary (as set forth in the Indenture) occurs with respect to us, the principal amount of the Notes and accrued and unpaid interest, if any, will automatically become immediately due and payable. | |
The Company was not required to separate the conversion option in the Notes under ASC 815, "Derivatives and Hedging", and has the ability to settle the Notes in cash, common stock or a combination of cash and common stock, at its option. In accordance with cash conversion guidance contained in ASC 470-20, "Debt with Conversion and Other Options", the Company accounted for the Notes by allocating the issuance proceeds between the liability and the equity component. The equity component is classified in stockholders’ equity and the resulting discount on the liability component is accreted such that interest expense equals the Company’s nonconvertible debt borrowing rate. The separation was performed by first determining the fair value of a similar debt that does not have an associated equity component. That amount was then deducted from the initial proceeds of the Notes as a whole to arrive at a residual amount, which was allocated to the conversion feature that is classified as equity. The initial fair value of the indebtedness was $66.9 million resulting in a $19.3 million allocation to the embedded conversion option. The embedded conversion option was recorded in stockholders’ equity and as debt discount, to be subsequently accreted to interest expense over the term of the Notes. Underwriting discounts and commissions and offering expenses totaled $3.7 million and were allocated between the liability and the equity component in proportion to the allocation of proceeds and accounted for as debt issuance costs and equity issuance costs, respectively. As a result, $2.9 million attributable to the indebtedness was recorded as deferred financing costs in other assets, to be subsequently amortized as interest expense over the term of the Notes, and $0.8 million attributable to the equity component was recorded a a reduction to additional paid-in-capital in stockholders’ equity. | |
For the three months ended March 31, 2014, total interest expense related to the outstanding principal balance of the Notes was $1.4 million of which $0.8 million related to accretion of debt discount, $0.5 million related to contractual coupon interest expense, and $0.1 million related to the amortization of debt issuance costs at the effective interest rate of 9.0%. As of March 31, 2014, the Company had outstanding borrowings of $67.9 million, and deferred financing costs of $2.7 million, related to the Notes. There are no principal payments due during the term. | |
Annual interest expense on these notes will range from $5.7 million to $6.9 million through maturity. | |
Capped Call Transactions | |
On December 10, 2013 in connection with the pricing of the Notes and the exercise in full of their overallotment option by the underwriters, the Company entered into privately-negotiated capped call transactions (the “Capped Call Transactions”) with Bank of America, N.A., an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated. The Capped Call Transactions initial conversion rate and number of options substantially corresponds to each $1,000 principal amount of Notes. The Company used approximately $7.4 million of the net proceeds from the Notes offering to pay for the cost of the Capped Call Transactions. | |
The Capped Call Transactions are separate transactions entered into by the Company with Bank of America, N.A., are not part of the terms of the Notes and will not change the holders’ rights under the Notes. The Capped Call Transactions have anti-dilution adjustments substantially similar to those applicable to the Notes. The Capped Call Transactions are derivative instruments that qualify for classification within stockholders’ equity because they meet an exemption from mark-to-market derivative accounting. | |
The Capped Call Transactions are expected generally to reduce the potential dilution and/or offset potential cash payments that the Company is required to make in excess of the principal amount upon conversion of the Notes in the event that the market price per share of the Company’s common stock, as measured under the terms of the Capped Call Transactions, is greater than the strike price of the Capped Call Transactions, which initially corresponds to the $24.04 conversion price of the Notes. If, however, the market price per share of the Company’s common stock, as measured under the terms of the Capped Call Transactions, exceeds the initial cap price of $29.02, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the Capped Call Transactions. | |
The Company will not be required to make any cash payments to Bank of America, N.A. or any of its affiliates upon the exercise of the options that are a part of the Capped Call Transactions, but will be entitled to receive from Bank of America, N.A. (or an affiliate thereof) a number of shares of the Company’s common stock and/or an amount of cash generally based on the amount by which the market price per share of the Company’s common stock, as measured under the terms of the Capped Call Transactions, is greater than the strike price of the Capped Call Transactions during the relevant valuation period under the Capped Call Transactions. However, if the market price of the Company’s common stock, as measured under the terms of the Capped Call Transactions, exceeds the cap price of the Capped Call Transactions during such valuation period under the Capped Call Transactions, the number of shares of common stock and/or the amount of cash the Company expects to receive upon exercise of the Capped Call Transactions will be capped based on the amount by which the cap price exceeds the strike price of the Capped Call Transactions. | |
For any conversions of Notes prior to the close of business on the 55th scheduled trading day immediately preceding the stated maturity date of the Notes, including without limitation upon an acquisition of the Company or similar business combination, a corresponding portion of the Capped Call Transactions will be terminated. Upon such termination, the portion of the Capped Call Transactions being terminated will be settled at fair value (subject to certain limitations), as determined by Bank of America, N.A., in its capacity as calculation agent under the Capped Call Transactions, which the Company expects to receive from Bank of America, N.A., and no payments will be due Bank of America, N.A. The capped call expires on December 13, 2018. | |
Wells Fargo line of credit | |
In October 2009, the Company entered into a revolving credit facility with Wells Fargo Bank (“Wells”), which was last amended on March 31, 2014, whereby the Company may borrow up to $20.0 million, subject to the calculation and limitation of a borrowing base (the “Wells Credit Facility”). All amounts owing under the Wells Credit Facility will become due and payable upon its expiration on November 15, 2014. A sub-feature in the line of credit allows for the issuance of up to $7.5 million in letters of credit. As of March 31, 2014, the Company issued a total of $6.4 million in letters of credit under the Wells Credit Facility. Any outstanding amounts under the Wells Credit Facility bear interest at a variable rate equal to the Wells prime rate, plus 1.0%, which is payable on a monthly basis. The Wells Credit Facility is collateralized by all of the Company's assets, except its intellectual property. | |
The Wells Credit Facility contains financial covenants requiring the Company to (i) maintain a minimum current ratio of 2.0, equal to the quotient of modified current assets to current liabilities, as defined in the Wells Credit Facility (the "Modified Quick Ratio Covenant"), and (ii) not to exceed pre-tax net loss (excluding non-cash contingent consideration associated with the acquisition of Nellix) of $11.0 million for the three months ended March 31, 2014; 18.0 million for the six months ended June 30, 2014; $22.0 million for the nine months ended September 30, 2014; and $26.0 million for the year ended December 31, 2014 (the "Net Loss Covenant"). The Wells Credit Facility also included a negative covenant limiting 2013 capital expenditures to an aggregate of $6.0 million and 2014 capital expenditures to an aggregate of $13.0 million. The Company was in compliance with the financial covenants as of and for the three months ended March 31, 2014. | |
The Wells Credit Facility also contains a “material adverse change” clause (“MAC”). If the Company encounters difficulties that would qualify as a MAC in its (i) operations, (ii) condition (financial or otherwise), or (iii) ability to repay amounts outstanding under the Wells Credit Facility, it could be canceled at Wells' sole discretion. Wells could then elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against any collateral securing such indebtedness. No borrowings were outstanding at March 31, 2014. |
Revenue_by_Geographic_Region
Revenue by Geographic Region | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Geographic Areas, Revenues from External Customers [Abstract] | ' | |||||||||||
Revenue by Geographic Region | ' | |||||||||||
Revenue by Geographic Region | ||||||||||||
The Company's revenue by geographic region, was as follows: | ||||||||||||
Three Months Ended | ||||||||||||
March 31, | ||||||||||||
2014 | 2013 | |||||||||||
United States | $ | 23,988 | 72.10% | $ | 24,727 | 83.00% | ||||||
Europe | $ | 6,585 | 19.80% | $ | 3,347 | 11.20% | ||||||
Rest of World ("ROW"): | ||||||||||||
Latin America | $ | 918 | 2.80% | $ | 572 | 1.90% | ||||||
Asia/Pacific | 1,773 | 5.30% | 1,138 | 3.90% | ||||||||
Total ROW | $ | 2,691 | 8.10% | $ | 1,710 | 5.80% | ||||||
Revenue | $ | 33,264 | 100.00% | $ | 29,784 | 100.00% | ||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Commitments and Contingencies | ' | |||
Commitments and Contingencies | ||||
(a) Leases | ||||
The Company leases its administrative, research, and manufacturing facilities located in Irvine, California and an administrative office located in Den Bosch, The Netherlands. These facility lease agreements require the Company to pay operating costs, including property taxes, insurance, and maintenance. In addition, the Company has certain equipment under long-term agreements that are accounted for as operating leases. | ||||
Future minimum payments by year under non-cancelable leases with initial terms in excess of one year were as follows as of March 31, 2014: | ||||
Remainder of 2014 | $ | 847 | ||
2015 | 2,026 | |||
2016 | 2,067 | |||
2017 | 2,123 | |||
2018 | 2,186 | |||
2019 | 2,251 | |||
2020 and thereafter | 24,777 | |||
Total | $ | 36,277 | ||
Facilities rent expense for the three months ended March 31, 2014 and 2013 were $0.7 million and $0.1 million, respectively. | ||||
On June 12, 2013, the Company entered into a lease agreement for two adjacent office, research and development, and manufacturing facilities in Irvine, California. The premises consist of approximately 129,000 combined square feet. The lease has a 15-year term beginning January 1, 2014 and provides for one optional five year extension. The initial base rent under the lease is $1.9 million per year, payable in monthly installments, and escalates by 3% per year for years 2015 through 2019, and 4% per year for years 2020 and beyond. The Company is entitled to rent abatement for the first nine months of the lease. These premises will replace the Company's existing Irvine facilities. | ||||
The terms of this lease agreement provide for $6.8 million of landlord-funded improvements (and certain other allowances) to this facility, in order to best suit the Company's requirements. In June 2013, the Company had Wells Fargo issue the landlord two letters of credit in the aggregate amount of $6.4 million under its Wells Credit Facility, representing financial collateral while these facility improvements are completed. The Company placed the same amount in a restricted cash account with Wells Fargo, in order to fully support these issued, but undrawn, letters of credit. In July 2013, this restricted cash account was fully released under the July 26, 2013 amendment to the Wells Fargo Credit Facility. | ||||
(b) Employment Agreements and Retention Plan | ||||
The Company has entered into employment agreements with its executive officers under which payment and benefits would become payable in the event of termination by the Company for any reason other than cause, death or disability or termination by the employee for good reason (collectively, an “Involuntary Termination”) prior to, upon or following a change in control of the Company. The severance payment will generally be in a range of six to eighteen months of the employee’s then current salary for an Involuntary Termination prior to a change in control of the Company, and will generally be in a range of eighteen to twenty-four months of the employee’s then current salary for an Involuntary Termination upon or following a change in control of the Company. | ||||
(c) Legal Matters | ||||
We are from time to time involved in various claims and legal proceedings of a nature we believe are normal and incidental to a medical device business. These matters may include product liability, intellectual property, employment, and other general claims. Such cases and claims may raise complex factual and legal issues and are subject to many uncertainties, including, but not limited to, the facts and circumstances of each particular case or claim, the jurisdiction in which each suit is brought, and differences in applicable law. We accrue for contingent liabilities when it is probable that a liability has been incurred and the amount can be reasonably estimated. The accruals are adjusted periodically as assessments change or as additional information becomes available. | ||||
LifePort Sciences LLC v. Endologix, Inc. | ||||
On December 28, 2012, LifePort Sciences, LLC ("LifePort") filed a complaint against us in the U.S. District Court, District of Delaware, alleging that certain of our products infringe U.S. Patent Nos. 5,489,295, 6,117,167, 6,302,906, 5,993,481 and 5,676,696, which are alleged to be owned by LifePort. LifePort is seeking an unspecified amount of monetary damages for sale of our products and injunctive relief. We do not believe that we infringe on any of these patents and we intend to vigorously defend against this matter. As of December 31, 2013 we have filed a motion to transfer the case from Delaware to California. The motion remains pending and we cannot predict when, or on what basis, this matter will be resolved. We do believe, however, that the outcome will not have a material adverse effect on our financial position, results of operations, or cash flow. However, in order to avoid further legal costs and diversion of management resources, it is reasonably possible that we may reach a settlement with LifePort, which could result in a liability. However, we cannot presently estimate the amount, or range, of reasonably possible losses due to the nature of this potential litigation settlement. |
Contingently_Issuable_Common_S
Contingently Issuable Common Stock | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Business Combinations [Abstract] | ' | |||
Contingently Issuable Common Stock | ' | |||
Contingently Issuable Common Stock | ||||
On December 10, 2010 (the “Nellix Closing Date”), the Company completed its acquisition of Nellix, Inc., a pre-revenue, AAA medical device company. The purchase price consisted of 3.2 million of the Company's common shares, issuable to the former Nellix stockholders as of the Nellix Closing Date, then representing a value of $19.4 million. Additional payments, solely in the form of the Company's common shares (the “Contingent Payment”), will be made upon the achievement of a revenue milestone and a regulatory approval milestone (collectively, the “Nellix Milestones”). | ||||
The ultimate value of the Contingent Payment will be determined on the date that each Nellix Milestone is achieved. The number of issuable shares will be established using an applicable per share price, which is subject to a ceiling and/or floor, resulting in a maximum of 10.2 million shares issuable upon the achievement of the Nellix Milestones. | ||||
As of the Closing Date, the fair value of the Contingent Payment was estimated to be $28.2 million. As of March 31, 2014, the Company's stock price last closed at $12.87 per share. Thus, had the Nellix Milestones been achieved on March 31, 2014, the Contingent Payment would have comprised 3.7 million shares, representing a value of $47.6 million. | ||||
The value of the Contingent Payment is derived using a discounted income approach model, with a range of probabilities and assumptions related to the timing and likelihood of achievement of the Nellix Milestones (which include Level 3 inputs - see Note 2(f) and the Company's stock price (Level 1 input) as of the balance sheet date). These varying probabilities and assumptions and changes in the Company's stock price have required fair value adjustments of the Contingent Payment in periods subsequent to the Nellix Closing Date. | ||||
The per share price of the Company's common stock decreased by $4.57, or (26.2)%, between December 31, 2013 and March 31, 2014. The decrease in the value of the Company's common stock was the primary driver affecting the decrease in the fair value of the Contingent Payment during the three months ended March 31, 2014. | ||||
The Contingent Payment fair value will continue to be evaluated on a quarterly basis until milestone achievement occurs, or until the expiration of the "earn-out period," as defined within the Nellix purchase agreement. Adjustments to the fair value of the Contingent Payment are recognized within other income (expense) in the Condensed Consolidated Statements of Operations and Comprehensive Loss. | ||||
Fair Value of Contingently Issuable Common Stock | ||||
December 31, 2013 | $ | 60,900 | ||
Fair value adjustment of Contingent Payment for three months ended March 31, 2014 | (11,800 | ) | ||
March 31, 2014 | $ | 49,100 | ||
As of March 31, 2014, $34.8 million was presented in current liabilities due to the expected achievement of one of the Nellix Milestones during 2014. |
Income_Tax_Expense
Income Tax Expense | 3 Months Ended |
Mar. 31, 2014 | |
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | ' |
Income Tax Expense | ' |
Income Tax Expense | |
The Company applied an estimated annual effective tax rate (“ETR”) approach for calculating a tax provision for interim periods. The Company recorded a provision for income taxes of $0.2 million for the three months ended March 31, 2014. The Company's ETR was 3.9% for the three months ended March 31, 2014. The Company's ETR for the three months ended March 31, 2014 differs from the U.S. federal statutory tax rate of 34% primarily as a result of nondeductible expenses (including the Nellix Contingent Payment), state income taxes, foreign income taxes, and the impact of a full valuation allowance on its deferred tax assets. | |
The Company has evaluated the available evidence supporting the realization of its deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that its net deferred tax assets will not be realized in the U.S. and certain foreign jurisdictions. Due to uncertainties surrounding the realization of the deferred tax assets, the Company maintains a full valuation allowance against substantially all deferred tax assets. If/when the Company determines that it will be able to realize some portion or all of its deferred tax assets, an adjustment to its valuation allowance on its deferred tax assets would have the effect of increasing net income in the period(s) such determination is made. |
Description_of_Business_Basis_1
Description of Business, Basis of Presentation, and Operating Segment (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). These financial statements include the financial position, results of operations, and cash flows of the Company, including its subsidiaries, all of which are wholly-owned. All inter-company accounts and transactions have been eliminated in consolidation. For the three months ended March 31, 2014 and 2013, there were no related party transactions. | |
The interim financial data as of March 31, 2014 is unaudited and is not necessarily indicative of the results for a full year. In the opinion of the Company's management, the interim data includes normal and recurring adjustments necessary for a fair presentation of the Company's financial results for the three months ended March 31, 2014. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations relating to interim financial statements. | |
The accompanying Condensed Consolidated Financial Statements should be read in conjunction with the Company's audited Consolidated Financial Statements and Notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on March 3, 2014. | |
Operating segment | ' |
Operating Segment | |
The Company has one operating and reporting segment that is focused exclusively on the development, manufacture, marketing, and sale of EVAR and EVAS product for the treatment of aortic disorders. For the three months ended March 31, 2014, all of the Company's revenue and related expenses were solely attributable to these activities. Substantially all of the Company's long-lived assets are located in the U.S. | |
Stock-based Compensation Expense | ' |
The Company classifies stock-based compensation expense in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss, based on the department to which the recipient belongs. |
Use_of_Estimates_and_Summary_o1
Use of Estimates and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Property, Plant and Equipment | ' | |||||||
Property and equipment consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Production equipment, molds, and office furniture | $ | 8,254 | $ | 8,033 | ||||
Computer hardware and software | 3,402 | 3,290 | ||||||
Leasehold improvements | 3,055 | 3,058 | ||||||
Construction in progress (software and related implementation, production equipment, and leasehold improvements) | 6,632 | 2,594 | ||||||
Property and equipment, at cost | $ | 21,343 | $ | 16,975 | ||||
Accumulated depreciation | (10,119 | ) | (9,637 | ) | ||||
Property and equipment, net | $ | 11,224 | $ | 7,338 | ||||
Schedule of Intangible Assets and Goodwill | ' | |||||||
The following table presents goodwill, indefinite lived intangible assets, finite lived intangible assets, and related accumulated amortization: | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Goodwill (1) | $ | 29,101 | $ | 29,103 | ||||
Intangible assets: | ||||||||
Indefinite lived intangibles | ||||||||
Trademarks and trade names | 2,708 | 2,708 | ||||||
Finite lived intangibles | ||||||||
Developed technology (2) | $ | 40,100 | $ | 40,100 | ||||
Accumulated amortization | (105 | ) | (48 | ) | ||||
Developed technology, net | $ | 39,995 | $ | 40,052 | ||||
Patent | $ | 100 | $ | 100 | ||||
Accumulated amortization | (100 | ) | (95 | ) | ||||
Patent, net | $ | — | $ | 5 | ||||
License | $ | 100 | $ | 100 | ||||
Accumulated amortization | (49 | ) | (41 | ) | ||||
License, net | $ | 51 | $ | 59 | ||||
Customer relationships | $ | 543 | $ | 544 | ||||
Accumulated amortization | (317 | ) | (272 | ) | ||||
Customer relationships, net | $ | 226 | $ | 272 | ||||
Intangible assets (excluding goodwill), net | $ | 42,980 | $ | 43,096 | ||||
(1) Difference in goodwill value between these dates is solely due to a foreign currency translation adjustment. | ||||||||
(2) Was reclassified in the first quarter of 2013 from in- process research and development to finite lived intangibles, which coincided with the European commercial launch of the product (Nellix EVAS System) associated with this intangible asset. A significant portion of this intangible asset will not begin amortization until the U.S. launch of this product, currently scheduled for 2016. |
Balance_Sheet_Account_Detail_T
Balance Sheet Account Detail (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Balance Sheet Related Disclosures [Abstract] | ' | |||||||||||||||
Property, Plant and Equipment | ' | |||||||||||||||
Property and equipment consisted of the following: | ||||||||||||||||
March 31, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Production equipment, molds, and office furniture | $ | 8,254 | $ | 8,033 | ||||||||||||
Computer hardware and software | 3,402 | 3,290 | ||||||||||||||
Leasehold improvements | 3,055 | 3,058 | ||||||||||||||
Construction in progress (software and related implementation, production equipment, and leasehold improvements) | 6,632 | 2,594 | ||||||||||||||
Property and equipment, at cost | $ | 21,343 | $ | 16,975 | ||||||||||||
Accumulated depreciation | (10,119 | ) | (9,637 | ) | ||||||||||||
Property and equipment, net | $ | 11,224 | $ | 7,338 | ||||||||||||
Schedule of Inventory, Current | ' | |||||||||||||||
Inventories consisted of the following: | ||||||||||||||||
March 31, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Raw materials | $ | 4,080 | $ | 3,793 | ||||||||||||
Work-in-process | 7,082 | 4,539 | ||||||||||||||
Finished goods | 12,874 | 11,226 | ||||||||||||||
Inventories | $ | 24,036 | $ | 19,558 | ||||||||||||
Schedule of Intangible Assets and Goodwill | ' | |||||||||||||||
The following table presents goodwill, indefinite lived intangible assets, finite lived intangible assets, and related accumulated amortization: | ||||||||||||||||
March 31, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Goodwill (1) | $ | 29,101 | $ | 29,103 | ||||||||||||
Intangible assets: | ||||||||||||||||
Indefinite lived intangibles | ||||||||||||||||
Trademarks and trade names | 2,708 | 2,708 | ||||||||||||||
Finite lived intangibles | ||||||||||||||||
Developed technology (2) | $ | 40,100 | $ | 40,100 | ||||||||||||
Accumulated amortization | (105 | ) | (48 | ) | ||||||||||||
Developed technology, net | $ | 39,995 | $ | 40,052 | ||||||||||||
Patent | $ | 100 | $ | 100 | ||||||||||||
Accumulated amortization | (100 | ) | (95 | ) | ||||||||||||
Patent, net | $ | — | $ | 5 | ||||||||||||
License | $ | 100 | $ | 100 | ||||||||||||
Accumulated amortization | (49 | ) | (41 | ) | ||||||||||||
License, net | $ | 51 | $ | 59 | ||||||||||||
Customer relationships | $ | 543 | $ | 544 | ||||||||||||
Accumulated amortization | (317 | ) | (272 | ) | ||||||||||||
Customer relationships, net | $ | 226 | $ | 272 | ||||||||||||
Intangible assets (excluding goodwill), net | $ | 42,980 | $ | 43,096 | ||||||||||||
(1) Difference in goodwill value between these dates is solely due to a foreign currency translation adjustment. | ||||||||||||||||
(2) Was reclassified in the first quarter of 2013 from in- process research and development to finite lived intangibles, which coincided with the European commercial launch of the product (Nellix EVAS System) associated with this intangible asset. A significant portion of this intangible asset will not begin amortization until the U.S. launch of this product, currently scheduled for 2016. | ||||||||||||||||
Schedule of Expected Amortization Expense | ' | |||||||||||||||
Estimated amortization expense for the five succeeding years and thereafter (which includes amortization of intangible assets which commenced in February 2013 with the commercial launch of the Nellix System in Europe) is as follows: | ||||||||||||||||
Amortization Expense | ||||||||||||||||
Remainder of 2014 | $ | 331 | ||||||||||||||
2015 | 641 | |||||||||||||||
2016 | 953 | |||||||||||||||
2017 | 2,250 | |||||||||||||||
2018 | 3,866 | |||||||||||||||
2019 | 4,521 | |||||||||||||||
2020 & Thereafter | 27,710 | |||||||||||||||
Total | $ | 40,272 | ||||||||||||||
Marketable Securities | ' | |||||||||||||||
Investments in held-to-maturity marketable securities, which all mature during 2014, consist of the following at March 31, 2014: | ||||||||||||||||
31-Mar-14 | ||||||||||||||||
Amortized | Gross | Gross | Fair Value | |||||||||||||
Cost | Unrealized | Unrealized | ||||||||||||||
Gain | Loss | |||||||||||||||
Corporate and other debt securities | $ | 77,418 | $ | 8 | $ | (12 | ) | $ | 77,414 | |||||||
Fair Value Measurements, Recurring and Nonrecurring | ' | |||||||||||||||
Fair Value Measurements | ||||||||||||||||
The following fair value hierarchy table presents information about each major category of the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2014: | ||||||||||||||||
Quoted prices in | Significant other | Significant | Total | |||||||||||||
active markets for | observable | unobservable | ||||||||||||||
identical assets | inputs | inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||
At December 31, 2013 | ||||||||||||||||
Cash and cash equivalents | $ | 95,152 | $ | — | $ | — | $ | 95,152 | ||||||||
Contingently issuable common stock | $ | — | $ | — | $ | 60,900 | $ | 60,900 | ||||||||
At March 31, 2014 | ||||||||||||||||
Cash and cash equivalents | $ | 42,179 | $ | — | $ | — | $ | 42,179 | ||||||||
Contingently issuable common stock | $ | — | $ | — | $ | 49,100 | $ | 49,100 | ||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ' | |||||||
Stock-based compensation expense included in cost of goods sold and operating expenses during the three months ended March 31, 2014 and 2013, was as follows: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Cost of goods sold | $ | 208 | $ | 150 | ||||
Operating expenses: | ||||||||
Research and development | 161 | 205 | ||||||
Clinical and regulatory affairs | (103 | ) | 403 | |||||
Marketing and sales | 538 | 578 | ||||||
General and administrative | 809 | 894 | ||||||
Total operating expenses | $ | 1,405 | $ | 2,080 | ||||
Total | $ | 1,613 | $ | 2,230 | ||||
Net_Income_Loss_Per_Share_Tabl
Net Income (Loss) Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Schedule of Earnings Per Share, Basic and Diluted | ' | |||||||
Basic net income (loss) per share was calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the three ended March 31, 2014 and 2013. Diluted net income per share for the three months ended March 31, 2014, was calculated by adjusting outstanding shares for the dilutive effects of outstanding, but unexercised, stock options and unvested restricted stock, as calculated under the treasury stock method. | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Net income (loss) | $ | 5,295 | $ | (9,334 | ) | |||
Weighted average shares- basic | 63,405 | 62,189 | ||||||
Weighted average shares- diluted | 66,017 | 62,189 | ||||||
Net income (loss) per share- basic | $ | 0.08 | $ | (0.15 | ) | |||
Net income (loss) per share- diluted | $ | 0.08 | $ | (0.15 | ) | |||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | |||||||
The following outstanding Company securities were included in the above calculations of net income per share because their impact was dilutive: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Common stock options | 2,027 | — | ||||||
Restricted stock awards | 152 | — | ||||||
Restricted stock units | 433 | — | ||||||
Total | 2,612 | — | ||||||
The following outstanding Company securities were excluded from the above calculations of net income (loss) per share because their impact would have been anti-dilutive: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Common stock options | 1,153 | 2,768 | ||||||
Restricted stock awards | — | 492 | ||||||
Restricted stock units | — | 457 | ||||||
Total | 1,153 | 3,717 | ||||||
As discussed in Note 6, in December 2013, the Company issued $86.3 million aggregate principal amount of 2.25% convertible senior notes due 2018 (the “Notes”) in an underwritten public offering. Upon any conversion the Notes may be settled, at the Company’s election, in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. For purposes of calculating the maximum dilutive impact, it is presumed that the Notes will be settled in common stock with the resulting potential common shares included in diluted earnings per share if the effect is more dilutive. The effect of the conversion of the Notes is excluded from the calculation of dilutive earnings per share because the impact of these securities would be anti-dilutive. The potential dilutive effect of these securities is shown in the chart below: | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Conversion of the Notes | 3,588 | — | ||||||
Revenue_by_Geographic_Region_T
Revenue by Geographic Region (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Geographic Areas, Revenues from External Customers [Abstract] | ' | |||||||||||
Revenue by Geographic Region | ' | |||||||||||
The Company's revenue by geographic region, was as follows: | ||||||||||||
Three Months Ended | ||||||||||||
March 31, | ||||||||||||
2014 | 2013 | |||||||||||
United States | $ | 23,988 | 72.10% | $ | 24,727 | 83.00% | ||||||
Europe | $ | 6,585 | 19.80% | $ | 3,347 | 11.20% | ||||||
Rest of World ("ROW"): | ||||||||||||
Latin America | $ | 918 | 2.80% | $ | 572 | 1.90% | ||||||
Asia/Pacific | 1,773 | 5.30% | 1,138 | 3.90% | ||||||||
Total ROW | $ | 2,691 | 8.10% | $ | 1,710 | 5.80% | ||||||
Revenue | $ | 33,264 | 100.00% | $ | 29,784 | 100.00% | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Contractual Obligation, Fiscal Year Maturity Schedule | ' | |||
Future minimum payments by year under non-cancelable leases with initial terms in excess of one year were as follows as of March 31, 2014: | ||||
Remainder of 2014 | $ | 847 | ||
2015 | 2,026 | |||
2016 | 2,067 | |||
2017 | 2,123 | |||
2018 | 2,186 | |||
2019 | 2,251 | |||
2020 and thereafter | 24,777 | |||
Total | $ | 36,277 | ||
Contingently_Issuable_Common_S1
Contingently Issuable Common Stock (Tables) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Business Combinations [Abstract] | ' | |||
Schedule of Business Acquisitions by Acquisition, Fair Value of Contingent Consideration | ' | |||
Adjustments to the fair value of the Contingent Payment are recognized within other income (expense) in the Condensed Consolidated Statements of Operations and Comprehensive Loss. | ||||
Fair Value of Contingently Issuable Common Stock | ||||
December 31, 2013 | $ | 60,900 | ||
Fair value adjustment of Contingent Payment for three months ended March 31, 2014 | (11,800 | ) | ||
March 31, 2014 | $ | 49,100 | ||
As of March 31, 2014, $34.8 million was presented in current liabilities due to the expected achievement of one of the Nellix Milestones during 2014. |
Description_of_Business_Basis_2
Description of Business, Basis of Presentation, and Operating Segment (Details) | 3 Months Ended |
Mar. 31, 2014 | |
segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of reportable segments | 1 |
Balance_Sheet_Account_Detail_P
Balance Sheet Account Detail Property Plant and Equipment (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, at cost | $21,343,000 | ' | $16,975,000 |
Accumulated depreciation | -10,119,000 | ' | -9,637,000 |
Property and equipment, net | 11,224,000 | ' | 7,338,000 |
Depreciation expense | 500,000 | 400,000 | ' |
Production equipment, molds, and office furniture | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, at cost | 8,254,000 | ' | 8,033,000 |
Computer hardware and software | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, at cost | 3,402,000 | ' | 3,290,000 |
Leasehold improvements | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, at cost | 3,055,000 | ' | 3,058,000 |
Construction in progress (software and related implementation, production equipment, and leasehold improvements) | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, at cost | $6,632,000 | ' | $2,594,000 |
Balance_Sheet_Account_Detail_I
Balance Sheet Account Detail Inventories (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Balance Sheet Related Disclosures [Abstract] | ' | ' |
Raw materials | $4,080 | $3,793 |
Work-in-process | 7,082 | 4,539 |
Finished goods | 12,874 | 11,226 |
Inventories | $24,036 | $19,558 |
Balance_Sheet_Account_Detail_G
Balance Sheet Account Detail Goodwill and Intangible Assets (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | ' | ' | ||
Total | $40,272 | ' | ||
Intangible assets (excluding goodwill), net | 42,980 | 43,096 | ||
Finite lived intangibles | ' | ' | ||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | ' | ' | ||
Finite lived intangibles | 40,100 | [1] | 40,100 | [1] |
Accumulated amortization | -105 | -48 | ||
Total | 39,995 | 40,052 | ||
Patent | ' | ' | ||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | ' | ' | ||
Finite lived intangibles | 100 | 100 | ||
Accumulated amortization | -100 | -95 | ||
Total | 0 | 5 | ||
License | ' | ' | ||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | ' | ' | ||
Finite lived intangibles | 100 | 100 | ||
Accumulated amortization | -49 | -41 | ||
Total | 51 | 59 | ||
Customer relationships | ' | ' | ||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | ' | ' | ||
Finite lived intangibles | 543 | 544 | ||
Accumulated amortization | -317 | -272 | ||
Total | 226 | 272 | ||
Trademarks and trade names | ' | ' | ||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | ' | ' | ||
Indefinite lived intangibles | $2,708 | $2,708 | ||
[1] | Was reclassified in the first quarter of 2013 from in- process research and development to finite lived intangibles, which coincided with the European commercial launch of the product (Nellix EVAS System) associated with this intangible asset. A significant portion of this intangible asset will not begin amortization until the U.S. launch of this product, currently scheduled for 2016. |
Balance_Sheet_Account_Detail_A
Balance Sheet Account Detail Amortization Expense (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Balance Sheet Related Disclosures [Abstract] | ' | ' |
Amortization expense | $0.10 | $0.10 |
Balance_Sheet_Account_Detail_A1
Balance Sheet Account Detail Amortization (Details) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Balance Sheet Related Disclosures [Abstract] | ' |
Remainder of 2014 | $331 |
2015 | 641 |
2016 | 953 |
2017 | 2,250 |
2018 | 3,866 |
2019 | 4,521 |
2020 & Thereafter | 27,710 |
Total | $40,272 |
Balance_Sheet_Account_Detail_H
Balance Sheet Account Detail Held to Maturity Marketable Securities (Details) (USD $) | Dec. 31, 2013 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | securities | Corporate Debt Securities |
Schedule of Held-to-maturity Securities [Line Items] | ' | ' |
Amortized Cost | ' | $77,418 |
Gross Unrealized Gain | ' | 8 |
Gross Unrealized Loss | ' | -12 |
Fair Value | ' | $77,414 |
Number of Securities Held | 22 | ' |
Balance_Sheet_Account_Detail_F
Balance Sheet Account Detail Fair Value Measurements (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Marketable securities | $77,418,000 | $31,313,000 |
Fair Value, Measurements, Recurring | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Business Acquisition, Contingently Issuable Common Stock, Noncurrent | ' | ' |
Fair Value, Measurements, Recurring | Significant other observable inputs (Level 2) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Long-term Debt, Fair Value | 83,300,000 | ' |
Corporate Debt Securities | Fair Value, Measurements, Recurring | Quoted prices in active markets for identical assets (Level 1) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and cash equivalents | 42,179,000 | 95,152,000 |
Business Acquisition, Contingently Issuable Common Stock, Noncurrent | 0 | 0 |
Corporate Debt Securities | Fair Value, Measurements, Recurring | Significant other observable inputs (Level 2) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and cash equivalents | 0 | 0 |
Business Acquisition, Contingently Issuable Common Stock, Noncurrent | 0 | 0 |
Corporate Debt Securities | Fair Value, Measurements, Recurring | Significant unobservable inputs (Level 3) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and cash equivalents | 0 | 0 |
Business Acquisition, Contingently Issuable Common Stock, Noncurrent | 49,100,000 | 60,900,000 |
Corporate Debt Securities | Fair Value, Measurements, Recurring | Total | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and cash equivalents | 42,179,000 | 95,152,000 |
Business Acquisition, Contingently Issuable Common Stock, Noncurrent | $49,100,000 | $60,900,000 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Allocated stock-based compensation expense | $1,613 | $2,230 |
Cost of goods sold | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Allocated stock-based compensation expense | 208 | 150 |
Research and development | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Allocated stock-based compensation expense | 161 | 205 |
Clinical and regulatory affairs | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Allocated stock-based compensation expense | -103 | 403 |
Marketing and sales | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Allocated stock-based compensation expense | 538 | 578 |
General and administrative | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Allocated stock-based compensation expense | 809 | 894 |
Total operating expenses | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Allocated stock-based compensation expense | $1,405 | $2,080 |
Net_Income_Loss_Per_Share_Deta
Net Income (Loss) Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 10, 2013 |
Common stock options | Common stock options | Restricted Stock [Member] | Restricted Stock [Member] | Restricted stock units | Restricted stock units | Convertible Debt [Member] | Convertible Debt [Member] | |||||
Earnings Per Share, Basic and Diluted [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income (Loss) Attributable to Parent | $5,295 | ($9,334) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares used in computing basic net income (loss) per share | 63,405 | 62,189 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares used in computing diluted net income (loss) per share | 66,017 | 62,189 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic net income (loss) per share (usd per share) | $0.08 | ($0.15) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Diluted net income (loss) per share (usd per share) | $0.08 | ($0.15) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Number Diluted Shares Outstanding Adjustment [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements, Employee Stock Options | 2,027 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements, Restricted Stock | 152 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements, Restricted Stock Units (RSUs) | 433 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incremental Common Shares Attributable to Share-based Payment Arrangements | 2,612 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,153 | 3,717 | ' | ' | 1,153 | 2,768 | 0 | 492 | 0 | 457 | ' | ' |
Convertible notes | $67,901 | ' | $67,101 | ' | ' | ' | ' | ' | ' | ' | ' | $86,300 |
Stated interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.25% | ' |
Potential Dilutive Effect of Securities [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of the Notes | ' | ' | 3,588 | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Credit_Facilities_Details
Credit Facilities (Details) (USD $) | 0 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | |||||||||||
Dec. 10, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 03, 2013 | Dec. 03, 2013 | Dec. 10, 2013 | Dec. 31, 2013 | Dec. 10, 2013 | Dec. 10, 2013 | Dec. 10, 2013 | Dec. 10, 2013 | Dec. 10, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 03, 2013 | Dec. 03, 2013 | Dec. 03, 2013 | Dec. 31, 2013 | Dec. 03, 2013 | Mar. 31, 2014 | |
Revolving Credit Facility | Letter of Credit [Member] | Convertible Senior Notes Issued December, 2013 [Member] | Convertible Senior Notes Issued December, 2013 [Member] | Debt Instrument, Redemption, Period One [Member] | Scenario One [Member] | Scenario Two [Member] | Other Assets [Member] | Additional Paid-in Capital [Member] | Minimum | Maximum | Prime Rate [Member] | Debt Instrument, Measurement Period One [Member] | Debt Instrument, Measurement Period Two [Member] | Debt Instrument, Measurement Period Three [Member] | Debt Instrument, Measurement Period Three [Member] | Debt Instrument, Measurement Period Four [Member] | Debt Instrument, Measurement Period Five [Member] | ||||
Wells Fargo Bank | Wells Fargo Bank | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Senior Notes Issued December, 2013 [Member] | Debt Instrument, Redemption, Period Two [Member] | Debt Instrument, Redemption, Period Two [Member] | Convertible Senior Notes Issued December, 2013 [Member] | Convertible Senior Notes Issued December, 2013 [Member] | Convertible Senior Notes Issued December, 2013 [Member] | Convertible Senior Notes Issued December, 2013 [Member] | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | ||||
Convertible Debt [Member] | Convertible Senior Notes Issued December, 2013 [Member] | Convertible Senior Notes Issued December, 2013 [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Wells Fargo Bank | Wells Fargo Bank | Wells Fargo Bank | Wells Fargo Bank | Wells Fargo Bank | Wells Fargo Bank | Wells Fargo Bank | ||||||||
D | Convertible Debt [Member] | Convertible Debt [Member] | |||||||||||||||||||
D | D | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | $86,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stated interest rate | ' | ' | ' | ' | ' | 2.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Convertible Debt | ' | ' | ' | ' | ' | 82,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Threshold Trading Days | ' | ' | ' | ' | ' | ' | ' | 20 | 20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Threshold Consecutive Trading Days | ' | ' | ' | ' | ' | ' | ' | '30 days | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Threshold Percentage of Stock Price Trigger | ' | ' | ' | ' | ' | ' | ' | 130.00% | 130.00% | 98.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | ' | ' | ' | ' | ' | 41.6051 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption Price, Percentage | ' | ' | ' | ' | ' | 100.00% | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Threshold Business Days | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Threshold Consecutive Business Days | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Default, Violation Or Event Of Default, Declaration By Note Holders, Percentage | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Disclosure | ' | ' | ' | ' | ' | 66,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beneficial Conversion Feature | ' | ' | ' | ' | ' | 19,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized Discount | ' | ' | ' | ' | ' | 3,700,000 | ' | ' | ' | ' | 2,900,000 | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Expense | ' | ' | ' | ' | ' | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of Debt Discount (Premium) | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Expense, Debt, Excluding Amortization | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of Financing Costs | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization Of Financing Costs, Effective Percentage | ' | ' | ' | ' | ' | ' | 9.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes | ' | 67,901,000 | 67,101,000 | ' | ' | ' | 67,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Finance Costs, Noncurrent, Net | ' | ' | ' | ' | ' | ' | 2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated Annual Interest Expense, Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,700,000 | 6,900,000 | ' | ' | ' | ' | ' | ' | ' |
Payments of Derivative Issuance Costs | 7,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | $24.04 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Cap Price | ' | ' | ' | ' | ' | 29.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate maximum borrowing capacity | ' | ' | ' | 20,000,000 | 7,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit outstanding, amount | ' | ' | 6,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' |
Debt Covenant, Minimum Current Ratio | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Covenant, Maximum Operating Loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,000,000 | 18,000,000 | 22,000,000 | ' | 26,000,000 | ' |
Debt Covenant, Maximum Annual Capital Expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,000,000 | ' | $13,000,000 |
Revenue_by_Geographic_Region_D
Revenue by Geographic Region (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Schedule of Revenue by Geographic Region [Line Items] | ' | ' |
Revenue | $33,264 | $29,784 |
Geographic Concentration Risk | Sales | ' | ' |
Schedule of Revenue by Geographic Region [Line Items] | ' | ' |
Revenue | 33,264 | 29,784 |
Concentration risk percentage | 100.00% | 100.00% |
Europe | Geographic Concentration Risk | Sales | ' | ' |
Schedule of Revenue by Geographic Region [Line Items] | ' | ' |
Revenue | 6,585 | 3,347 |
Concentration risk percentage | 19.80% | 11.20% |
Direct | United States | Geographic Concentration Risk | Sales | ' | ' |
Schedule of Revenue by Geographic Region [Line Items] | ' | ' |
Revenue | 23,988 | 24,727 |
Concentration risk percentage | 72.10% | 83.00% |
Distributor | Latin America | Geographic Concentration Risk | Sales | ' | ' |
Schedule of Revenue by Geographic Region [Line Items] | ' | ' |
Revenue | 918 | 572 |
Concentration risk percentage | 2.80% | 1.90% |
Distributor | Asia/Pacific | Geographic Concentration Risk | Sales | ' | ' |
Schedule of Revenue by Geographic Region [Line Items] | ' | ' |
Revenue | 1,773 | 1,138 |
Concentration risk percentage | 5.30% | 3.90% |
Distributor | Total ROW | Geographic Concentration Risk | Sales | ' | ' |
Schedule of Revenue by Geographic Region [Line Items] | ' | ' |
Revenue | $2,691 | $1,710 |
Concentration risk percentage | 8.10% | 5.80% |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | ||
Jun. 12, 2013 | Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
option | letters_of_credit | ||||
facility | |||||
sqft | |||||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' | ' | ' | ' | ' |
Remainder of 2014 | ' | ' | $847,000 | ' | ' |
2015 | ' | ' | 2,026,000 | ' | ' |
2016 | ' | ' | 2,067,000 | ' | ' |
2017 | ' | ' | 2,123,000 | ' | ' |
2018 | ' | ' | 2,186,000 | ' | ' |
2019 | ' | ' | 2,251,000 | ' | ' |
2020 and thereafter | ' | ' | 24,777,000 | ' | ' |
Total | ' | ' | 36,277,000 | ' | ' |
Operating Leases, Rent Expense | ' | ' | 700,000 | 100,000 | ' |
Operating Leases, Number of Facilities | 2 | ' | ' | ' | ' |
Aggregate Square Feet | 129,000 | ' | ' | ' | ' |
Term of Contract | '15 years | ' | ' | ' | ' |
Lessee Leasing Arrangements, Operating Leases, Number of Renewal Options | 1 | ' | ' | ' | ' |
Renewal Term | '5 years | ' | ' | ' | ' |
Initial Base Rent | 1,900,000 | ' | ' | ' | ' |
Operating Leases, Future Minimum Payments Due, Base Rent Increases [Abstract] | ' | ' | ' | ' | ' |
2015 | 3.00% | ' | ' | ' | ' |
2016 | 3.00% | ' | ' | ' | ' |
2017 | 3.00% | ' | ' | ' | ' |
2018 | 3.00% | ' | ' | ' | ' |
2019 | 3.00% | ' | ' | ' | ' |
2020 and beyond | 4.00% | ' | ' | ' | ' |
LandLord Funded Improvements | 6,800,000 | ' | ' | ' | ' |
Number of Letters of Credit | ' | 2 | ' | ' | ' |
Aggregate maximum borrowing capacity | ' | ' | ' | ' | $6,400,000 |
Contingently_Issuable_Common_S2
Contingently Issuable Common Stock (Details) (USD $) | 0 Months Ended | 3 Months Ended | |
Share data in Millions, except Per Share data, unless otherwise specified | Dec. 10, 2010 | Mar. 31, 2014 | Mar. 31, 2013 |
Business Combinations [Abstract] | ' | ' | ' |
Purchase price common shares | 3.2 | ' | ' |
Common shares value | $19,400,000 | ' | ' |
closing stock price | ' | $12.87 | ' |
Number of Shares, Contingently Issuable | 10.2 | 3.7 | ' |
Estimated fair value of Contingent payment | 28,200,000 | ' | ' |
Contingent consideration, at fair value hypothetical value | ' | 47,600,000 | ' |
Business acquisition, increase (decrease) common stock | ' | ($4.57) | ' |
Business acquisition, percentage increase (decrease) | ' | -26.20% | ' |
Fair Value of Contingently Issuable Common Stock [Roll Forward] | ' | ' | ' |
31-Dec-13 | ' | 60,900,000 | ' |
Fair value adjustment of Contingent Payment for three months ended March 31, 2014 | ' | -11,800,000 | 5,200,000 |
31-Mar-14 | ' | $49,100,000 | ' |
Income_Tax_Expense_Details
Income Tax Expense (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | ' | ' |
Income tax expense | ($216) | ($339) |
Effective income tax rate | 3.90% | ' |
Federal statutory income tax rate | 34.00% | ' |