Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 27, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | ENDOLOGIX INC /DE/ | ||
Entity Central Index Key | 1,013,606 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
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 | 82,925,280 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 1,003,474,511 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Current assets: | |||
Cash and cash equivalents | $ 26,120 | $ 124,553 | |
Restricted cash | 2,001 | 0 | |
Marketable securities | 20,988 | 52,768 | |
Accounts receivable, net of allowance for doubtful accounts of $1,037 and $226, respectively | 34,430 | 28,531 | |
Other receivables | 1,787 | 375 | |
Inventories | 41,160 | 27,860 | |
Prepaid expenses and other current assets | 3,359 | 2,325 | |
Total current assets | 129,845 | 236,412 | |
Property and equipment, net | 23,265 | 23,355 | |
Goodwill | [1] | 120,711 | 28,685 |
Intangibles, net | 84,511 | 42,118 | |
Deposits and other assets | 1,352 | 480 | |
Total assets | 359,684 | 331,050 | |
Current liabilities: | |||
Accounts payable | 13,237 | 17,549 | |
Accrued payroll | 19,997 | 13,030 | |
Accrued expenses and other current liabilities | 11,668 | 5,576 | |
Contingently issuable common stock | 0 | 14,700 | |
Total current liabilities | 44,902 | 50,855 | |
Deferred income taxes | 879 | 879 | |
Deferred rent | 7,949 | 8,051 | |
Other liabilities | 3,783 | 210 | |
Contingently issuable common stock | 12,200 | 0 | |
Convertible notes | 177,178 | 167,748 | |
Total liabilities | 246,891 | 227,743 | |
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; 135,000,000 and 100,000,000 shares authorized, respectively. 82,986,244 and 68,235,179 shares issued, respectively. 82,774,005 and 68,034,386 shares outstanding, respectively. | 83 | 68 | |
Additional paid-in capital | 567,765 | 404,462 | |
Accumulated deficit | (453,601) | (298,924) | |
Treasury stock, at cost, 212,239 and 200,793 shares, respectively. | (2,942) | (2,809) | |
Accumulated other comprehensive income | 1,488 | 510 | |
Total stockholders’ equity | 112,793 | 103,307 | |
Total liabilities and stockholders’ equity | $ 359,684 | $ 331,050 | |
[1] | Difference in the value between these dates is mainly due to acquisition of TriVascular. Refer to Note 13 of the consolidated financial statements for further discussion. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Allowance for doubtful accounts | $ 1,037 | $ 226 |
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 135,000,000 | 100,000,000 |
Common stock, issued (in shares) | 82,986,244 | 68,235,179 |
Common stock, outstanding (in shares) | 82,774,005 | 68,034,386 |
Treasury stock (in shares) | 212,239 | 200,793 |
Convertible Preferred Stock | ||
Convertible preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Convertible preferred stock, issued (in shares) | 0 | 0 |
Convertible preferred stock, outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Revenue | $ 192,925 | $ 153,612 | $ 147,588 |
Cost of goods sold | 69,133 | 51,821 | 41,801 |
Gross profit | 123,792 | 101,791 | 105,787 |
Operating expenses: | |||
Research and development | 32,337 | 26,421 | 21,616 |
Clinical and regulatory affairs | 16,215 | 15,418 | 13,243 |
Marketing and sales | 107,759 | 78,213 | 73,411 |
General and administrative | 41,044 | 29,581 | 26,663 |
Restructuring costs | 11,093 | 0 | 0 |
Settlement costs | 4,650 | 0 | 0 |
Contract termination and business acquisition expenses | 5,768 | 5,071 | 0 |
Total operating expenses | 218,866 | 154,704 | 134,933 |
Loss from operations | (95,074) | (52,913) | (29,146) |
Other income (expense): | |||
Interest income | 228 | 175 | 245 |
Interest expense | (15,841) | (7,476) | (5,709) |
Other income (expense), net | (2,161) | 553 | (5,798) |
Change in fair value of contingent consideration related to acquisition | 2,500 | (100) | 7,928 |
Change in fair value of derivative liabilities | (43,831) | 0 | 0 |
Total other income (expense) | (59,105) | (6,848) | (3,334) |
Net loss before income tax | (154,179) | (59,761) | (32,480) |
Income tax benefit (expense) | (498) | 9,337 | 62 |
Net loss | (154,677) | (50,424) | (32,418) |
Other comprehensive income (loss) foreign currency translation | 978 | (1,762) | 3,369 |
Comprehensive loss | $ (153,699) | $ (52,186) | $ (29,049) |
Basic and diluted net loss per share (in USD per share) | $ (1.91) | $ (0.75) | $ (0.50) |
Shares used in computing basic and diluted net loss per share (in shares) | 80,976 | 67,671 | 65,225 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Income (Loss) |
Common Stock, Balance at beginning of period (in shares) at Dec. 31, 2013 | 63,866,000 | |||||
Stockholders' Equity, Balance at beginning of period at Dec. 31, 2013 | $ 104,641 | $ 64 | $ 321,756 | $ (216,082) | $ 0 | $ (1,097) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of common stock options (in shares) | 315,000 | |||||
Exercise of common stock options | 1,776 | 1,776 | ||||
Employee stock purchase plan (in shares) | 254,000 | |||||
Employee stock purchase plan | 2,613 | 2,613 | ||||
Issuance of common stock (in shares) | 2,684,000 | |||||
Issuance of common stock | 38,630 | $ 3 | 38,627 | |||
Treasury stock purchased (in shares) | 58,000 | |||||
Treasury stock purchased | (2,328) | (2,328) | ||||
Stock compensation expense | 5,172 | 5,172 | ||||
Issuance of restricted stock (in shares) | 145,000 | |||||
Issuance of restricted stock | 0 | |||||
Restricted stock expense | 2,620 | 2,620 | ||||
Non-employee restricted stock expense | 75 | 75 | ||||
Net loss | (32,418) | (32,418) | ||||
Other comprehensive loss | 3,369 | 3,369 | ||||
Common Stock, Balance at end of period (in shares) at Dec. 31, 2014 | 67,322,000 | |||||
Stockholders' Equity, Balance at end of period at Dec. 31, 2014 | 124,150 | $ 67 | 372,639 | (248,500) | (2,328) | 2,272 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of common stock options (in shares) | 397,000 | |||||
Exercise of common stock options | 2,871 | $ 1 | 2,870 | |||
Employee stock purchase plan (in shares) | 355,000 | |||||
Employee stock purchase plan | 2,962 | 2,962 | ||||
Treasury stock purchased | (481) | (481) | ||||
Stock compensation expense | 6,266 | 6,266 | ||||
Issuance of restricted stock (in shares) | 161,000 | |||||
Issuance of restricted stock | 0 | |||||
Restricted stock expense | 2,843 | 2,843 | ||||
Non-employee restricted stock expense | 146 | 146 | ||||
Equity conversion option | 17,547 | 17,547 | ||||
Debt issuance costs allocated to equity | (811) | (811) | ||||
Net loss | (50,424) | (50,424) | ||||
Other comprehensive loss | $ (1,762) | (1,762) | ||||
Common Stock, Balance at end of period (in shares) at Dec. 31, 2015 | 68,034,386 | 68,235,000 | ||||
Stockholders' Equity, Balance at end of period at Dec. 31, 2015 | $ 103,307 | $ 68 | 404,462 | (298,924) | (2,809) | 510 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of common stock options (in shares) | 524,000 | |||||
Exercise of common stock options | 3,129 | $ 2 | 3,127 | |||
Employee stock purchase plan (in shares) | 394,000 | |||||
Employee stock purchase plan | 3,216 | 3,216 | ||||
Issuance of common stock (in shares) | 13,587,000 | |||||
Issuance of common stock | 100,812 | $ 13 | 100,799 | |||
Treasury stock purchased (in shares) | 11,000 | |||||
Treasury stock purchased | (133) | (133) | ||||
Stock compensation expense | 8,541 | 8,541 | ||||
Issuance of restricted stock (in shares) | 235,000 | |||||
Issuance of restricted stock | 0 | |||||
Restricted stock expense | 3,715 | 3,715 | ||||
Non-employee restricted stock expense | 30 | 30 | ||||
Equity conversion option | 43,875 | 43,875 | ||||
Net loss | (154,677) | (154,677) | ||||
Other comprehensive loss | $ 978 | 978 | ||||
Common Stock, Balance at end of period (in shares) at Dec. 31, 2016 | 82,774,005 | 82,986,000 | ||||
Stockholders' Equity, Balance at end of period at Dec. 31, 2016 | $ 112,793 | $ 83 | $ 567,765 | $ (453,601) | $ (2,942) | $ 1,488 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net loss | $ (154,677) | $ (50,424) | $ (32,418) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Deferred income taxes | 0 | (9,635) | (247) |
Bad debt expense | 916 | 107 | 0 |
Depreciation and amortization | 9,149 | 5,886 | 3,283 |
Stock-based compensation | 12,286 | 9,255 | 7,867 |
Change in fair value of derivative liabilities | 43,831 | 0 | 0 |
Change in fair value of contingent consideration related to acquisition | (2,500) | 100 | (7,928) |
Common stock issued for business development | 0 | 0 | 258 |
Accretion of interest & amortization of deferred financing costs on convertible notes | 9,539 | 4,842 | 3,719 |
Accretion on marketable securities | (87) | 59 | 260 |
Loss on disposal of assets | 123 | 58 | 180 |
Non-cash foreign exchange (gain) loss | 2,112 | (504) | 5,740 |
Changes in operating assets and liabilities, net of assets and liabilities acquired in business combination: | |||
Restricted cash | (2,001) | 0 | 0 |
Accounts receivable and other receivables | (2,911) | (3,193) | (2,009) |
Inventories | 3,540 | 3,528 | (12,489) |
Prepaid expenses and other current assets | 1,070 | 167 | (632) |
Accounts payable | (5,152) | 8,342 | 2,727 |
Accrued payroll | 7,079 | (75) | 1,988 |
Accrued expenses and other current liabilities | 2,875 | 395 | 3,367 |
Net cash used in operating activities | (74,808) | (31,092) | (26,334) |
Cash flows from investing activities: | |||
Purchases of marketable securities | (20,976) | (82,646) | (121,015) |
Maturity on marketable securities | 55,850 | 89,690 | 92,197 |
Purchases of property and equipment | (2,796) | (4,191) | (13,461) |
IntuiTrak Shonin | 0 | 0 | (1,000) |
Acquisition of business, net of cash acquired of $24,012 | (60,622) | 0 | 0 |
Net cash (used in) provided by investing activities | (28,544) | 2,853 | (43,279) |
Cash flows from financing activities: | |||
Deferred financing costs | (918) | (3,617) | 0 |
Proceeds from sale of common stock under employee stock purchase plan | 3,216 | 2,962 | 2,613 |
Proceeds from exercise of stock options | 3,129 | 2,871 | 1,776 |
Proceeds from convertible debt | 0 | 125,000 | 0 |
Minimum tax withholding paid on behalf of employees for restricted stock units | (133) | (481) | (2,328) |
Net cash provided by financing activities | 5,294 | 126,735 | 2,061 |
Effect of exchange rate changes on cash and cash equivalents | (375) | (741) | (802) |
Net increase (decrease) in cash and cash equivalents | (98,433) | 97,755 | (68,354) |
Cash and cash equivalents, beginning of year | 124,553 | 26,798 | 95,152 |
Cash and cash equivalents, end of year | 26,120 | 124,553 | 26,798 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 6,262 | 1,957 | 2,018 |
Cash paid for income taxes | 208 | 124 | 258 |
Non-cash investing and financing activities: | |||
Landlord funded leasehold improvements | 0 | 46 | 5,265 |
Fair Value of OUS Milestone Shares (note 9) | 0 | 0 | 38,372 |
Fair value of warrants issued for business acquisition | 44 | 0 | 0 |
Fair value of common stock issued for business acquisition | 100,812 | 0 | 0 |
Acquisition of property and equipment included in accounts payable | $ 0 | $ 155 | $ 2,612 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Statement of Cash Flows [Abstract] | |
Cash acquired in acquisition of business | $ 24,012 |
Description of Business, Basis
Description of Business, Basis of Presentation, and Operating Segment | 12 Months Ended |
Dec. 31, 2016 | |
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") is a Delaware corporation with corporate headquarters in Irvine, California and production facilities located in Irvine and Santa Rosa, 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 Ovation® Abdominal Stent Graft System (“Ovation”), Endologix AFX Endovascular AAA System (“AFX”), the VELA™ Proximal Endograft System (“VELA”) 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 United States and Europe, and to third-party international distributors, provide the sole source of the Company's reported revenue. On February 3, 2016, the Company completed its merger with TriVascular Technologies, Inc. (“TriVascular”). The merger expanded our product offering and intellectual property, increased our sales force, and enhanced our product development capabilities. (b) Basis of Presentation The accompanying Consolidated Financial Statements in this Annual Report on Form 10-K have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and with the rules and regulations of the United States 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 years ended December 31, 2016, 2015, and 2014 there were no related party transactions. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern. ASU 2014-15 explicitly requires management to assess an entity's ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for all entities in the first annual period ending after December 15, 2016 and for annual periods and interim periods thereafter. We have adopted the guidance for the year ended December 31, 2016. The adoption of ASU 2014-15 did not impact our disclosures in 2016. In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs", which requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts. The ASU was effective for the Company on January 1, 2016. The Company adopted ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs" during the first quarter of 2016, utilizing retrospective application as permitted. As a result, the Company reclassified debt issuance costs from other assets to reduce the convertible notes as of December 31, 2015 and 2016. In conjunction with the Company’s adoption of ASU 2015-03, the Company also adopted an update thereof or ASU 2015-15 “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of Credit Arrangements.” As a result, the Company classified debt issuance costs related to a line-of-credit arrangement as other assets. In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments,” which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The new guidance also requires that the acquirer record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The Company adopted this standard and has applied it to amounts related to the TriVascular acquisition. (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 products for the treatment of aortic disorders. For the year ended December 31, 2016 , 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 United States |
Use of Estimates and Summary of
Use of Estimates and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
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. The following critical accounting policies and estimates were used in the preparation of the accompanying Consolidated Financial Statements: (i) Cash and Cash Equivalents We consider all highly liquid investments that are readily convertible into cash and have a maturity of three months or less at the time of purchase to be cash equivalents. The cost of these investments approximates their fair value. (ii) Marketable securities At December 31, 2016 , the Company’s investments included short-term marketable securities, which are classified as held-to-maturity investments as the Company has the positive intent and ability to hold the investments to maturity. These investments are therefore recorded on an amortized cost basis. Discounts or premiums are amortized to interest income using the interest method. Marketable securities are investments with original maturities of greater than 90 days. Management reviewed the Company’s investments as of December 31, 2016 , and concluded that there are no securities with other than temporary impairments in the investment portfolio. The Company does not intend to sell any investments and it is not likely that the Company will be required to sell the investments before recovery of their amortized cost bases at maturity. (iii) Accounts Receivable Trade accounts receivable are recorded at the invoiced amount, inclusive of applicable value-added tax ("VAT"), and do not bear interest. Revenue is recorded net of VAT. The allowance for doubtful accounts is management's best estimate of the amount of probable credit losses in existing accounts receivable. Account balances are charged off against the allowance after appropriate collection efforts are exhausted. (iv) Inventories The Company values inventory at the lower of the actual cost to purchase or manufacture the inventory, or the market value for such inventory. Cost is determined on the first-in, first-out method (FIFO). The Company regularly reviews inventory quantities in process and on hand, and when appropriate, records a provision for obsolete and excess inventory. The provision is based on actual loss experience and a forecast of product demand compared to its remaining shelf life. (v) Property and Equipment Property and equipment are stated at cost and depreciated on a straight-line basis over the following estimated useful lives: Property Class Useful Life Office furniture Seven years Computer hardware Three years Computer software Three to eight years Production equipment and molds Three to seven years Leasehold improvements Shorter of expected useful life or remaining term of lease Upon sale or disposition of property and equipment, any gain or loss is included in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Property and equipment are tested for impairment only when impairment indicators are present. (vi) Goodwill and Intangible Assets Intangible assets with definite lives are amortized over their estimated useful lives using a method that reflects the pattern over which the economic benefit is expected to be realized, and is as follows: Intangible Asset Class Useful Life Goodwill Indefinite lived Trademarks and tradenames Indefinite lived Developed technology Eleven to thirteen years Customer relationships Ten years In-process research and development will be amortized upon commencement of commercial sales and it is expected to be amortized over its useful life. Goodwill and other intangible assets with indefinite lives are not subject to amortization, but are tested for impairment annually or whenever events or changes in business circumstances suggest the potential of an impairment. The Company completed its annual indefinite lived intangible asset impairment test as of June 30, 2016 , with no resulting impairment based on the discounted cash flows expected to be generated in connection with underlying assets. The Company most recently completed its annual test for impairment of goodwill as of June 30, 2016 , with no resulting impairment, as its market capitalization was in substantial excess of the value of its total stockholders' equity (the Company has one "reporting unit" for purposes of the goodwill impairment test). Intangible assets with finite lives are tested for impairment only when impairment indicators are present. (vii) Fair Value Measurements In determining the fair value of its assets and liabilities, the Company uses various valuation approaches. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (i) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (ii) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Inputs that are both significant to the fair value measurement and unobservable. The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement. The Company’s held-to-maturity securities, which are fixed income investments, are comprised of obligations of United States government agencies, corporate debt securities and other interest bearing securities. These held-to-maturity securities are recorded at amortized cost and are therefore not included in the Company’s market value measurement disclosure. Money market funds, which are cash and cash equivalents, are valued using quoted market prices with no valuation adjustments applied. Accordingly, these securities are categorized in Level 1. The recorded values of all our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. The recorded values of all our accounts receivable and accounts payable approximate their current fair values because of their nature and respective relatively short maturity dates or durations. (viii) Contingent Consideration for Business Acquisition The Company's management determined the fair value of contingently issuable common stock on the Nellix acquisition date (see Note 9) using a probability-based income approach with an appropriate discount rate (determined using both Level 1 and Level 3 inputs). Changes in the fair value of this contingently issuable common stock are determined at each period end and are recorded in the other income (expense) section of the accompanying Consolidated Statements of Operations and Comprehensive Loss, and the current and non-current liabilities section of the accompanying Consolidated Balance Sheet. (ix) Revenue Recognition The Company recognizes revenue when all of the following criteria are met: • Appropriate evidence of a binding arrangement exists with the customer; • The sales price for the EVAR or EVAS product (including device extensions and accessories) is established with the customer; • The EVAR or EVAS product has been used by the hospital in an EVAR procedure, or the distributor has assumed title with no right of return; and • Collection of the corresponding receivable from the customer is reasonably assured at the time of sale. For sales made to hospitals, the Company recognizes revenue upon completion of an EVAR or EVAS procedure, when the EVAR or EVAS products are implanted in a patient. For sales made to distributors, the Company recognizes revenue when title passes, which is typically at the time of shipment, as this represents the period that the customer has assumed custody of the EVAR or EVAS product, without right of return, and assumed risk of loss. The Company does not offer rights of return, other than honoring a standard warranty. (x) Shipping Costs Shipping costs billed to customers are reported within revenue, with the corresponding costs reported within costs of goods sold. (xi) Foreign Currency Transactions The assets and liabilities of the Company's foreign subsidiaries are translated at the rates of exchange at the balance sheet date. The income and expense items of these subsidiaries are translated at average monthly rates of exchange. Gains and losses resulting from foreign currency transactions, which are denominated in a currency other than the respective entity’s functional currency are included in other income (expense), net, within the accompanying Consolidated Statements of Operations and Comprehensive Loss. Foreign currency translation adjustments between the respective entity's functional currency and the United States dollar are recorded to accumulated other comprehensive loss within the stockholders' equity section of the accompanying Consolidated Balance Sheets. There were no items reclassified out of accumulated other comprehensive loss and into net loss during the years ended December 31, 2016, 2015, and 2014 . The only activity in the accumulated other comprehensive loss was related to foreign currency translation. (xii) Income Taxes The Company records the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the financial statements, as well as operating losses and tax credit carry forwards. The Company has recorded a valuation allowance to substantially reduce its net deferred tax assets, because the Company believes that, based upon a number of factors, it is more likely than not that substantially all the deferred tax assets will not be realized. If the Company were to determine that it would be able to realize additional deferred tax assets in the future, an adjustment to the valuation allowance on its deferred tax assets would increase net income in the period such determination was made. In the event that the Company were assessed interest and/or penalties from taxing authorities, such amounts would be included in "income tax expense" within the Consolidated Statements of Operations and Comprehensive Loss in the period the notice was received. (xiii) Net Loss Per Share Net loss per common share is computed using the weighted average number of common shares outstanding during the periods presented. Because of the net losses during the years ended December 31, 2016, 2015, and 2014 , options to purchase the common stock, restricted stock awards, and restricted stock units of the Company were excluded from the computation of net loss per share for these periods because the effect would have been antidilutive. (xiv) Research and Development Costs Research and development costs are expensed as incurred. (xv) Product Warranty Within six months of shipment, certain customers may request replacement of products they receive that do not meet product specifications; no other warranties are offered. The Company contractually disclaims responsibility for any damages associated with physician's use of its EVAR or EVAS product. Historically, the Company has not experienced a significant amount of costs associated with its warranty policy. |
Balance Sheet Account Detail
Balance Sheet Account Detail | 12 Months Ended |
Dec. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Account Detail | Balance Sheet Account Detail (a) Property and Equipment Property and equipment consisted of the following: December 31, 2016 2015 Production equipment, molds, and office furniture $ 11,714 $ 13,603 Computer hardware and software 8,162 6,380 Leasehold improvements 15,495 14,345 Construction in progress (software and related implementation, production equipment, and leasehold improvements) 839 510 Property and equipment, at cost 36,210 34,838 Accumulated depreciation (12,945 ) (11,483 ) Property and equipment, net $ 23,265 $ 23,355 Depreciation expense for property and equipment for the years ended December 31, 2016 , 2015 , and 2014 was $5.3 million , $4.6 million , and $2.7 million , respectively. (b) Inventories Inventories consisted of the following: December 31, 2016 2015 Raw materials $ 13,133 $ 7,701 Work-in-process 10,139 4,355 Finished goods 17,888 15,804 Inventories $ 41,160 $ 27,860 (c) Goodwill and Intangible Assets The following table presents goodwill, indefinite lived intangible assets, finite lived intangible assets, and related accumulated amortization: December 31, 2016 2015 Goodwill (1) $ 120,711 $ 28,685 Intangible assets: Indefinite lived intangibles Trademarks and trade names $ 2,708 $ 2,708 In-process research and development (1) 11,200 — Finite lived intangibles Developed technology (1) $ 67,600 $ 40,100 Accumulated amortization (3,810 ) (690 ) Developed technology, net $ 63,790 $ 39,410 Customer relationship (1) $ 7,500 $ — Accumulated amortization (687 ) — Customer relationship, net $ 6,813 $ — Intangible assets (excluding goodwill), net $ 84,511 $ 42,118 (1) Difference in the value between these dates is mainly due to acquisition of TriVascular. Refer to Note 13 of the consolidated financial statements for further discussion. Amortization expense for intangible assets for the years ended December 31, 2016 , 2015 , and 2014 was $3.8 million , $1.3 million , and $0.6 million , respectively. Estimated amortization expense for the five succeeding years and thereafter is as follows: Amortization Expense 2017 $ 3,818 2018 4,574 2019 6,036 2020 7,677 2021 8,917 2022 and thereafter 39,581 Total $ 70,603 (d) Marketable securities Investments in held-to-maturity marketable securities, consist of the following at December 31, 2016 and December 31, 2015 : December 31, 2016 Amortized Gross Gross Fair Value Agency bonds $ 6,488 $ 2 $ — $ 6,490 Corporate bonds 10,513 — (21 ) $ 10,492 Commercial paper 3,987 — — 3,987 Total $ 20,988 $ 2 $ (21 ) $ 20,969 December 31, 2015 Amortized Gross Gross Fair Value Agency bonds $ 8,000 $ — $ (20 ) $ 7,980 Government securities 40,824 1 (33 ) $ 40,792 Commercial paper 3,944 — — $ 3,944 Total $ 52,768 $ 1 $ (53 ) $ 52,716 At December 31, 2016 , the Company’s investments included 5 held-to-maturity debt securities in unrealized loss positions with a total unrealized loss of approximately $21 thousand and a total fair market value of approximately $10.5 million . All investments with gross unrealized losses have been in unrealized loss positions for less than 5 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 more likely than not 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 year ended December 31, 2016 . Investments of held-to-maturity securities all mature within less than 12 months with an average maturity of 5 .0 months. (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 December 31, 2016 : Fair value measurement at reporting date using: Quoted prices in Significant other Significant Total At December 31, 2016 Cash and cash equivalents $ 26,120 $ — $ — $ 26,120 Restricted cash $ 2,001 $ — $ — $ 2,001 Contingently issuable common stock $ — $ — $ 12,200 $ 12,200 At December 31, 2015 Cash and cash equivalents $ 124,553 $ — $ — $ 124,553 Contingently issuable common stock $ — $ — $ 14,700 $ 14,700 There were no remeasurements to fair value during the years ended December 31, 2016 and 2015 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 years ended December 31, 2016 and 2015 . (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 $187.6 million as of December 31, 2016 and $207.9 million as of December 31, 2015 . 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. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2015 Stock Incentive Plan The Company has one active stockholder-approved stock-based compensation plan, the 2015 Stock Incentive Plan (the "2015 Plan"), which replaced the Company's former stockholder-approved plans. Incentive stock options, non-qualified options, restricted stock awards, restricted stock units, and stock appreciation rights may be granted under the 2015 Plan. The maximum number of shares of the Company's common stock available for issuance under the 2015 Plan is 6.8 million shares. As of December 31, 2016 , 2.7 million shares were available for grant. It is the Company's policy that before stock is issued through the exercise of stock options, the Company must first receive all required cash payment for such shares. The stock issuable under the Plan shall be shares of authorized new unissued shares. Stock-based awards are governed by agreements between the Company and the recipients. Incentive stock options and nonqualified stock options may be granted under the 2015 Plan at an exercise price of not less than 100% of the closing fair market value of the Company's common stock on the respective date of grant. The grant date is generally the first day of employment for new hire grants and the date of approval for all others. Awards are approved by either a delegated member of the Company's Executive Management or by the Compensation Committee of the Board of Directors for awards that exceed the Company's Executive Management's authority. The Company's standard stock-based award vests 25% on the first anniversary of the date of grant, or for new hires, the first anniversary of their initial date of employment with the Company. Awards vest monthly thereafter on a straight-line basis over three years . Stock options must be exercised, if at all, no later than 10 years from the date of grant. Upon termination of employment with the Company, vested stock options may be exercised within 90 days from the last date of employment. In the event of an optionee's death, disability, or retirement, the exercise period is 365 days from the last date of employment. Employee Stock Purchase Plan Under the terms of the Company's Amended and Restated 2006 Employee Stock Purchase Plan, as amended (the "ESPP"), eligible employees can purchase common stock through payroll deductions. As of December 31, 2016 , 1.4 million shares were available for grant. The purchase price is equal to the closing price of the Company's common stock on the first or last day of the offering period (whichever is less), minus a 15% discount. The Company uses the Black-Scholes option-pricing model, in combination with the discounted employee price, in determining the value of ESPP expense to be recognized during each offering period. The table below summarizes the stock-based compensation recognized, common stock shares purchased by Company employees, and the average purchase price per share as part of the ESPP program during the years ended December 31, 2016, 2015, and 2014 . Year Ended December 31, 2016 2015 2014 Stock-based compensation expense $ 1,205 $ 921 $ 841 Common stock shares purchased by Company employees 394,120 355,557 254,602 Average purchase price per share $ 8.17 $ 8.33 $ 10.26 Stock Options and Restricted Stock The Company values stock-based awards, including stock options and restricted stock, as of the date of grant (and is marked-to-market at each reporting period for unvested grants issued to non-employees). The Company recognizes stock-based compensation expense (net of estimated forfeitures) using the straight-line method over the requisite or implicit service period, as applicable. Forfeitures of employee awards are estimated at the time of grant and the forfeiture assumption is periodically adjusted for actual employee vesting behavior. For purposes of this estimate, the Company has applied an estimated forfeiture rate of 11% , 14% , and 14% for the years ended December 31, 2016, 2015, and 2014 , respectively. Stock-Based Compensation Expense Summary The Company classifies related compensation expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss, based on the Company department to which the recipient belongs. Stock-based compensation expense included in cost of goods sold and operating expenses for years ended December 31, 2016, 2015, and 2014 was as follows: Year Ended December 31, 2016 2015 2014 Cost of goods sold $ 944 $ 1,000 $ 857 Operating expenses: Research and development 1,528 1,005 770 Clinical and regulatory affairs 672 858 644 Marketing and sales 4,335 3,237 2,533 General and administrative 4,807 3,155 3,063 Total operating expenses $ 11,342 $ 8,255 $ 7,010 Total $ 12,286 $ 9,255 $ 7,867 In addition, the Company had $0.5 million , $0.6 million , and $0.4 million of stock-based compensation capitalized in inventory as of December 31, 2016 , 2015 , and 2014 , respectively. Valuation Assumptions The grant-date fair value per share for restricted stock awards was based upon the closing market price of the Company’s common stock on the award grant-date. The fair value of stock options granted was estimated at the date of grant using the Black-Scholes option-pricing model. The following assumptions were used to determine fair value for the stock awards granted in the applicable year: Year Ended December 31, 2016 2015 2014 Average expected option life (in years) (a) 5.5 5.5 5.5 Volatility (b) 44.2% 43.3% 54.0% Risk-free interest rate (c) 1.2% 1.6% 1.8% Dividend Yield (d) —% —% —% Weighted-average grant-date fair value per stock option $3.45 $6.37 $6.22 (a) Determined by the historical stock option exercise behavior of the Company's employees (maximum term is 10 years ). (b) Measured using daily price observations for a period equal to stock options' expected term. (c) Based upon the United States Treasury yields in effect (for a period equaling the stock options' expected term). (d) The Company has never paid cash dividends on its common stock and does not expect to declare any cash dividends. Stock Option Activity Stock option activity during the year ended December 31, 2016 is as follows: Number of Weighted Weighted- Aggregate Intrinsic Value Outstanding — January 1, 2016 5,973,049 10.42 Granted 4,381,500 7.94 Exercised (524,504) 5.96 (a) $ 2,656 Forfeited (810,051) 11.16 Expired (346,779) 13.99 Outstanding — December 31, 2016 8,673,215 $9.22 6.7 (b) $ 3,247 Vested and Expected to Vest — December 31, 2016 7,906,267 9.17 6.5 (b) $ 3,247 Vested — December 31, 2016 3,788,707 8.58 4.5 (b) $ 3,247 (a) Represents the total difference between the Company's stock price at the time of exercise and the stock option exercise price, multiplied by the number of options exercised. (b) Represents the total difference between the Company's closing stock price on the last trading day of period reported on and the stock option exercise price, multiplied by the number of in-the-money options as of the period reported on. The amount of intrinsic value will change based on the fair market value of the Company's stock. For years ended December 31, 2016 , 2015 and 2014 the total intrinsic value of options exercised was $2.7 million , $3.2 million and $2.6 million respectively. The Company recognized stock option expense of $7.4 million , $5.3 million and $4.3 million for the years ended December 31, 2016, 2015, and 2014 , respectively. As of December 31, 2016 , there was $14.3 million of total unrecognized compensation expense related to granted, but unvested stock options, which are expected to be recognized over a weighted average period of 2.8 . The following table summarizes information regarding outstanding stock option grants as of December 31, 2016 : Outstanding Exercisable Range of Exercise Prices Granted Weighted- Weighted- Granted Weighted- $ 1.64 — $ 6.91 1,756,509 2.9 $ 3.99 1,584,707 $ 3.69 7.00 — 7.25 1,032,575 8.4 7.23 240,149 7.21 7.26 — 7.53 2,140,066 8.5 7.53 186,917 7.50 7.57 — 13.17 1,809,080 6.8 11.17 849,003 11.39 13.21 — 17.60 1,934,985 7.0 15.08 927,931 14.94 $ 1.64 — $ 17.60 8,673,215 6.7 $ 9.22 3,788,707 $ 8.58 Non-employees - Stock Options As of December 31, 2016, 2015, and 2014 , a total of 11,500 , 31,500 , and 31,500 non-employee stock options, respectively, were outstanding and fully vested. Restricted Stock Award Activity The following table summarizes activity and related information for the Company's restricted stock awards: Number of Weighted Average Grant Date Fair Value Vest Date Fair Value(1) Unvested as of December 31, 2015 885,060 $ 13.45 Granted 758,128 8.29 $ 6,285 Forfeited (87,231 ) 14.45 Vested (245,938 ) 14.29 $ 2,608 Unvested as of December 31, 2016 1,310,019 $ 10.24 (1) Represents the Company's stock price on the vesting date multiplied by the number of vested shares. (2) Shares granted in 2016 include 233,482 performance stock units that have certain performance conditions required to be achieved to vest. For years ended December 31, 2016 , 2015 and 2014 , the weighted average grant date fair value of shares granted was $8.29 , $16.03 , and $13.25 , respectively. For years ended December 31, 2016 , 2015 and 2014 , the total fair value of shares vested was $2.6 million , $2.2 million , and $7.6 million , respectively. The Company recognized restricted stock expense of $3.7 million , $2.8 million , and $2.6 million for the years ended December 31, 2016, 2015, and 2014 , respectively. As of December 31, 2016 , there was $5.2 million of unrecorded expense related to issued restricted stock that will be recognized over an estimated weighted average period of 2.1 years. Non-employee Restricted Stock During the years ended December 31, 2016, 2015, and 2014 , $30 thousand , $0.1 million , and $0.1 million , respectively, was recorded as compensation expense for the change in the fair value of unvested non-employee restricted stock. There were no restricted stock units granted to non-employees for the year ended December 31, 2016. As of December 31, 2016, 2015, and 2014 , a total of 41,000 , 72,000 , and 10,000 shares of unvested restricted stock, respectively, issued to non-employees were outstanding. Award Modifications During 2016 , there were modifications of awards affecting four employees. The first employee was provided with six months of accelerated vesting for all awards outstanding which included restricted stock units. The second employee was provided with six months of accelerated vesting for all awards outstanding which included stock options and restricted stock units, as well as the extension of standard post termination exercise period from 90 to 150 days for vested stock options. The third employee was provided with six months of accelerated vesting for all awards outstanding which included stock options and restricted stock units, as well as the extension of standard post termination exercise period from 90 to 180 days for vested stock options. The fourth employee was provided with six months of accelerated vesting for all awards outstanding which included stock options, restricted stock units and a single performance stock unit, as well as the extension of standard post termination exercise period from 90 to 180 days for vested stock options. The total incremental stock compensation expense recognized for years ended 2016 , 2015 and 2014 related to awards modification was $273,000 , $46,000 and $85,000 , respectively. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Net loss per share was computed by dividing net loss by the weighted average number of common shares outstanding for the years ended December 31, 2016, 2015, and 2014 : Year Ended December 31, 2016 2015 2014 Net loss $ (154,677 ) (50,424 ) (32,418 ) Shares used in computing basic and diluted net loss per share 80,976 67,671 $ 65,225 Basic and diluted net loss per share $ (1.91 ) $ (0.75 ) (0.50 ) The following outstanding Company securities, using the treasury stock method, were excluded from the above calculations of net loss per share because their impact would have been anti-dilutive due to the net losses during the years ended December 31, 2016, 2015, and 2014 : Year Ended December 31, 2016 2015 2014 Common stock options 1,248 1,651 1,822 Restricted stock awards 129 133 321 Restricted stock units 370 230 182 Total 1,747 2,014 2,325 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 “ 2.25% Senior Notes”) in an underwritten public offering. In October 2015, the Company also issued $125.0 million aggregate principal amount of 3.25% Convertible Senior Notes due 2020 (the “ 3.25% Senior Notes”) in an underwritten public offering. Upon any conversion, the 2.25% Senior Notes and/or 3.25% Senior Notes, (collectively the "Senior 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 Senior 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 Senior Notes is excluded from the calculation of diluted loss per share because the net loss for the year ended December 31, 2016 causes such securities to be anti-dilutive. The potential dilutive effect of these securities is shown in the chart below: Year Ended December 31, 2016 2015 2014 Conversion of the Senior Notes 14,767 14,767 3,588 The effect of the contingently issuable common stock is excluded from the calculation of basic loss per share until all necessary conditions for issuance have been satisfied. Refer to Note 9 of the Notes to the Consolidated Financial Statements for further discussion. |
Credit Facilities
Credit Facilities | 12 Months Ended |
Dec. 31, 2016 | |
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 of 2.25% Senior Notes. The 2.25% Senior Notes mature on December 15, 2018 unless earlier repurchased by the Company or converted. The Company received net proceeds from the sale of the 2.25% Senior Notes of approximately $82.6 million , after deducting underwriting discounts and commissions and offering expenses payable by the Company. Interest is payable on the 2.25% Senior Notes on June 15 and December 15 of each year, beginning June 15, 2014. The 2.25% Senior Notes are governed by the terms of a base indenture (the “Base Indenture”), as supplemented by the first supplemental indenture relating to the 2.25% Senior Notes (the “First Supplemental Indenture,” and together with the Base Indenture, the “ 2.25% Senior Notes Indenture”), between the Company and Wells Fargo Bank, National Association (the “Trustee”), each of which were entered into on December 10, 2013. The 2.25% Senior Notes are senior unsecured obligations and are: (a) senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the Notes; (b) equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated; (c) effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and (d) structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries. The Company may not redeem the 2.25% Senior Notes prior to December 15, 2016. On or after December 15, 2016, the Company may redeem for cash all or any portion of the 2.25% Senior 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 2.25% Senior Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2.25% Senior Notes. Holders may convert their 2.25% Senior 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 2.25% Senior 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 2.25% Senior 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 2.25% Senior 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 2.25% Senior 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 2.25% Senior 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 2.25% Senior Notes in connection with such a corporate transaction. If a fundamental change (as defined in the 2.25% Senior Notes Indenture) occurs prior to the stated maturity date, holders may require the Company to purchase for cash all or any portion of their 2.25% Senior Notes at a fundamental change purchase price equal to 100% of the principal amount of the 2.25% Senior Notes to be purchased, plus accrued and unpaid interest to, but excluding, the fundamental change purchase date. The 2.25% Senior Notes Indenture contains customary terms and covenants and events of default with respect to the 2.25% Senior Notes. If an event of default (as defined in the 2.25% Senior Notes Indenture) occurs and is continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding 2.25% Senior Notes may declare the principal amount of the 2.25% Senior 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 2.25% Senior Notes Indenture) occurs with respect to us, the principal amount of the 2.25% Senior 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 2.25% Senior Notes under ASC 815, "Derivatives and Hedging", and has the ability to settle the 2.25% Senior 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 2.25% Senior 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 2.25% Senior 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 2.25% Senior 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 2.25% Senior Notes, and $0.8 million attributable to the equity component was recorded as a reduction to additional paid-in-capital in stockholders’ equity. During the three months ended March 31, 2016, the Company adopted ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs" utilizing retrospective application as permitted. As a result, the Company reclassified $1.9 million of debt issuance costs from current and non-current other assets to reduce the 2.25% Senior Notes as of December 31, 2015. As of December 31, 2016 , the Company had outstanding borrowings of $77.8 million , and deferred financing costs of $1.4 million , related to the 2.25% Senior Notes. There are no principal payments due during the term. Annual interest expense on these 2.25% Senior 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 2.25% Senior 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 2.25% Senior Notes. The Company used approximately $7.4 million of the net proceeds from the 2.25% Senior 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 2.25% Senior Notes and will not change the holders’ rights under the 2.25% Senior Notes. The Capped Call Transactions have anti-dilution adjustments substantially similar to those applicable to the 2.25% Senior 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 2.25% Senior 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 2.25% Senior 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 2.25% Senior Notes prior to the close of business on the 55th scheduled trading day immediately preceding the stated maturity date of the 2.25% Senior 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. 3.25% Convertible Senior Notes due 2020 On November 2, 2015, the Company issued $125.0 million aggregate principal amount of 3.25% Senior Convertible Notes due 2020 (the “ 3.25% Senior Notes”). The 3.25% Senior Notes are governed by the Base Indenture, as amended and supplemented by the second supplemental indenture relating to the 3.25% Senior Notes (the “Second Supplemental Indenture,” and together with the Base Indenture, the “ 3.25% Senior Notes Indenture”), dated as of November 2, 2015, by and between the Company and the Trustee. The 3.25% Senior Notes are senior unsecured obligations and are: senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the 3.25% Senior Notes; equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated, including the 2.25% Senior Notes; effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries. The 3.25% Senior Notes accrue interest at a rate of 3.25% per year, payable semi-annually in arrears on May 1 and November 1 of each year, commencing May 1, 2016. The 3.25% Senior Notes mature on November 1, 2020, unless earlier purchased, redeemed or converted into shares of common stock in accordance with the terms of the 3.25% Senior Notes Indenture. The Company may not redeem the 3.25% Senior Notes prior to November 1, 2018. On or after November 1, 2018, the Company may redeem for cash all or any portion of the 3.25% Senior 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 date can be no sooner than 30 trading days from the date on which notice of redemption is provided to the holders, during which time, up until two trading days prior to the redemption, the holders may elect to convert all or a portion of the 3.25% Senior Notes into shares of the Company’s common stock. The redemption price will equal 100% of the principal amount of the 3.25% Senior Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 3.25% Senior Notes. The 3.25% Senior Notes are convertible at the option of the holders: (1) in the calendar quarter following any quarter in which, for at least 20 out of the 30 consecutive trading days (whether or not consecutive) ending on the last day of the quarter, the closing price of the Company’s common stock is more than 130% of the then-current conversion price of the 3.25% Senior Notes; (2) in the five business days following any five day period in which the trading price per $1,000 note was less than 98% of the product of the closing sale price of the Company’s common stock and the current conversion rate; (3) in the event that the Company has provided notice of redemption, but no later than two trading days prior to Company’s proposed redemption date; or (4) upon the occurrence of specified corporate events. On or after August 1, 2020 until the close of business on the second scheduled trading day immediately preceding the stated maturity date, holders may surrender their 3.25% Senior Notes for conversion at any time, regardless of the foregoing circumstances. The initial conversion rate of the 3.25% Senior Notes is 89.4314 shares of the Company’s common stock per $1,000 principal amount of the 3.25% Senior Notes, which is equivalent to an initial conversion price of approximately $11.18 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events. 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. If a fundamental change (as defined in the 3.25% Senior Notes Indenture) occurs prior to the stated maturity date, holders may require the Company to purchase for cash all or any portion of their 3.25% Senior Notes at a fundamental change purchase price equal to 100% of the principal amount of the 3.25% Senior Notes to be purchased, plus accrued and unpaid interest. The 3.25% Senior Notes Indenture contains customary terms and covenants and events of default with respect to the 3.25% Senior Notes. If an event of default (as defined in the 3.25% Senior Notes Indenture) occurs and is continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding 3.25% Senior Notes may declare the principal amount of the 3.25% Senior 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 3.25% Senior Notes Indenture) occurs with respect to us, the principal amount of the 3.25% Senior Notes and accrued and unpaid interest, if any, will automatically become immediately due and payable. Upon issuance and through December 31, 2015, the Company was not required to separate the conversion option from the 3.25% Senior Notes under ASC 815, "Derivatives and Hedging". However, because the Company has the ability to settle the 3.25% Senior Notes in cash, common stock or a combination of cash and common stock, the Company applied the cash conversion guidance contained in ASC 470-20, "Debt With Conversion and other Options", and accounted for the 3.25% Senior Notes by allocating the issuance proceeds between the liability-classified debt component and a separate equity component attributable to the conversion option. 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 borrowing rate for nonconvertible loan products of similar duration. 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 3.25% Senior 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 $97.8 million resulting in a $27.2 million allocation to the embedded conversion option. The embedded conversion option was recorded in stockholders’ equity and as a debt discount, to be subsequently accreted to interest expense over the term of the 3.25% Senior 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 3.25% Senior Notes, and $0.8 million attributable to the equity component was recorded as a reduction to additional paid-in-capital in stockholders’ equity. During the three months ended March 31, 2016, the company adopted ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs", utilizing retrospective application as permitted. As a result, the Company reclassified $2.9 million of debt issuance costs from current and non-current other assets to reduce the 3.25% Senior Notes as of December 31, 2015. As of December 31, 2016 , the Company had outstanding borrowings of $103.1 million , and deferred financing costs of $2.4 million , related to the 3.25% Senior Notes. There are no principal payments due during the term. Annual interest expense on these 3.25% Senior Notes will range from $9.1 million to $10.7 million through maturity. In connection with its merger with TriVascular Technologies, Inc. ("TriVascular") in February 2016, the Company issued 13.6 million shares of common stock as consideration to the former stockholders. As a result of the Company's issuance of such shares in the merger, the quantity of authorized common shares available for future issuance was reduced to a level insufficient to honor all of the potential common shares underlying instruments then outstanding. Such instruments include the conversion options related to the 3.25% Senior Notes and 2.25% Senior Notes, employee stock options, restricted stock units, contingently issuable common stock relating to the prior Nellix acquisition, and stock warrants. The creation of this authorized share deficiency in February 2016 required the Company, during the first quarter of 2016, to separate as a stand-alone derivative the 3.25% Senior Notes conversion option and a portion of the 2.25% Senior Notes conversion option for which no authorized shares are available to effect share settlement in the event of a conversion. Accordingly, in February 2016 the Company re-classed $24.8 million of the conversion features originally recorded in stockholder’s equity of the Senior Notes to derivative liabilities which will be marked to market each period until the Company authorizes sufficient new common shares to alleviate the deficiency. On June 2, 2016, the Company amended their Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 135,000,000 , which is currently at a level sufficient to alleviate the share deficiency. Accordingly, on June 2, 2016, the Company re-classed $68.6 million of the conversion features of the Senior Notes from derivative liabilities to additional paid-in capital. For the year ended December 31, 2016 , the Company recorded $43.8 million as a fair value adjustment of derivative liabilities. The primary factor causing the change in the fair value of the derivative liability was during the period February 3, 2016 through June 2, 2016 when the Company's stock price increased. Adjustments to the fair value of the derivative liabilities are recognized within other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss. The value of the derivative liabilities were estimated using a “with” and “without” approach utilizing observable and unobservable inputs causing this to be a Level 3 measurement. In the “with” scenario, the value of the Senior Notes were estimated in a binomial lattice model that considers all terms of the Senior Notes, including the conversion features, with a range of probabilities and assumptions related to the timing and likelihood of the conversion features being exercised by either the Company or the holders of the Senior Notes. In the “without” scenario the value of the Senior Notes absent the conversion options were estimated. The difference between the values estimated in the “with” and “without” scenarios represents the value of the derivative liabilities. Changes in the value of the derivative liabilities were driven by changes in the Company’s stock price, expected volatility, credit spreads, and market yields. Bank of America line of credit On July 21, 2015, the Company entered into a revolving credit facility with Bank of America, N.A. (“BOA”), whereby the Company could borrow up to $20.0 million (the “BOA Credit Facility”). All amounts owing under the BOA Credit Facility would become due and payable upon its expiration on July 21, 2017. A sub-feature in the line of credit allowed for the issuance of up to $10.0 million in letters of credit. The BOA Credit Facility was collateralized by all of the Company's assets, except its intellectual property. The BOA Credit Facility could be terminated at any time during the two year term by the Company upon three business days’ notice. The BOA Credit Facility usage was priced at a spread over the one-, two-, three- and six-month LIBOR rates, and was subject to a covenant related to timely providing publicly reported information and a liquidity covenant tied to “Unencumbered Liquid Assets” ("ULA") of not less than $30.0 million . If not in default, the Company had the ability to reduce the ULA covenant requirement by reducing the BOA Credit Facility, with the ULA maintained at 1.5 times the BOA Credit Facility. The Company terminated the BOA Credit Facility on July 29, 2016 concurrent with its entry into a credit and security agreement with MidCap. Japan Lifeline Co., Ltd. Credit Facility On July 4, 2016, the Company entered into a loan agreement with Japan Lifeline Co., Ltd. (“JLL”), the Company’s Japanese distributor, pursuant to which, on July 11, 2016, the Company borrowed $6.0 million (the “JLL Credit Facility”). All amounts owing under the JLL Credit Facility accrued interest at a rate of 1.5% per annum and would become due and payable upon the earlier of (a) a business day within 30 days following the termination of the Company’s distribution agreement with JLL and (b) the end of the amended Initial Term (as defined in the Distribution Agreement) of the Distribution Agreement. The JLL Credit Facility was collateralized by all of the Company's assets, except its intellectual property. The Company terminated the JLL Credit Facility on July 29, 2016 concurrent with its entry into a credit and security agreement with MidCap and repaid all amounts previously borrowed and unpaid. MidCap Credit Facility On July 29, 2016, the Company entered into a credit and security agreement with MidCap Financial Trust ("MidCap"), as agent for the lenders party thereto and as a lender, whereby the Company may borrow up to the lesser of $50.0 million or its applicable borrowing base of asset-based revolving loans (the “MidCap Credit Facility”). All amounts owing under the MidCap Credit Facility shall accrue interest at a rate equal to the LIBOR Rate plus four and one tenth percent ( 4.10% ). For purposes of the MidCap Credit Facility, LIBOR Rate means a per annum rate of interest equal to the greater of (a) one half of one percent ( 0.50% ) and (b) the rate determined by MidCap by dividing (i) the Base LIBOR Rate, meaning the base London interbank offer rate for the applicable interest period, by (ii) the sum of one minus the daily average during such interest period of the aggregate maximum reserve requirement then imposed under Regulation D of the Board of Governors of the Federal Reserve System for “Eurocurrency Liabilities” (as defined therein). At December 31, 2016, the interest rate was 4.8% . The Company is subject to other fees in addition to interest on outstanding borrowings (“Other Fees”) related to the MidCap Credit Facility. A balance minimum of the lesser of $10.0 million and average borrowing base during the immediately preceding month (“Minimum Balance”) is used in calculating Other Fees as described hereto. The Unused Line Fee is based on the difference between the preceding month’s average outstanding borrowings and the Minimum Balance, multiplied by 0.50% per annum. Additionally, a Minimum Balance Fee is assessed on the positive difference between the Minimum Balance and the preceding month’s average outstanding borrowings, multiplied by the highest, per annum, prevailing interest rate during the month per the MidCap Credit Facility agreement. Lastly, a Collateral Management Fee is assessed on the greater of the preceding month’s average outstanding borrowings or the Minimum Balance, multiplied by 0.50% per annum. Deferred financing costs directly related to the MidCap Credit Facility such as legal, origination, and professional services fees totaled $0.9 million . In conjunction with the Company’s adoption of ASU 2015-03 “Simplifying the Presentation of Debt Issuance Costs” during the first quarter of 2016, the Company also adopted an update thereof or ASU 2015-15 “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of Credit Arrangements.” As a result, $0.9 million attributable to the MidCap Credit Facility was recorded as deferred financing costs in other assets, to be subsequently amortized as interest expense over the term of the MidCap Credit Facility. The MidCap Credit Facility also contains a lockbox arrangement clause requiring the Company to maintain a lockbox bank account in favor of the MidCap Credit Facility; Company cash receipts remitted to the lockbox bank account are swept on a regular basis to reduce outstanding borrowings related to the MidCap Credit Facility. As of December 31, 2016, the Company had $0 in outstanding borrowings and $0.8 million in deferred financing costs related to the MidCap Credit Facility. The MidCap Credit Facility includes a subjective acceleration clause that would prompt outstanding borrowings under the credit facility to become immediately due and payable, together with accrued interest and Other Fees. A material adverse change in the Company’s business condition, any default in performance or compliance of the terms set in the MidCap Credit Facility, or the inability to repay the outstanding borrowings based on MidCap’s discretion, can trigger the subjective acceleration clause. The MidCap Credit Facility is secured by substantially all of the Company's assets, excluding its intellectual property (“Collateral”), and places customary limitations on indebtedness, liens, distributions, acquisitions, investments, and other activities of the Company in a manner designed to protect the Collateral. The Company could be materially affected if it violates any covenants, as MidCap could declare all outstanding borrowing related to the MidCap Credit Facility, together with accrued interest and Other Fees, to be immediately due and payable. The MidCap Credit Facility is also subject to customary affirmative and negative covenants for asset-based revolving credit facilities, including a minimum net revenue covenant. As of December 31, 2016, the Company was in compliance with all financial covenants. The MidCap Credit Facility is scheduled to terminate on July 29, 2020. In conjunction with the Company’s termination of the BOA Credit Facility and concurrent entry into a credit and security agreement with Midcap in July 2016, the Company entered into a corporate credit card agreement whereby the Company is required to maintain a $2.0 million deposit in favor of the credit card issuer. The deposit account related to these credit cards are presented as restricted cash on the Company’s Consolidated Balance Sheet. |
Revenue by Geographic Region
Revenue by Geographic Region | 12 Months Ended |
Dec. 31, 2016 | |
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: Year Ended December 31, 2016 2015 2014 United States $136,111 70.6% $107,228 69.8% $106,052 71.9% Total International 56,814 29.4% 46,384 30.2% 41,536 28.1% Revenue $192,925 100% $153,612 100% $147,588 100% |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
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 and Santa Rosa, California and an administrative office located in Rosmalen, 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 and automobile 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 December 31, 2016 : 2017 $ 3,751 2018 2,643 2019 2,418 2020 2,512 2021 2,484 2022 and thereafter 20,401 Total $ 34,209 Facilities rent expense in 2016, 2015 and 2014 was $3.3 million , $2.3 million , and $2.7 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 5 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 received a rent abatement for the first nine months of the lease. These premises replaced the Company's previous 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. The Company's Rosmalen facility is an administrative office of approximately 2,900 square feet and in August 2015, the Company extended the lease term for the Rosmalen facility until December 2020. In conjunction with the TriVascular merger, the Company assumed the lease for TriVascular's facility in Santa Rosa, California. The facility is being used for manufacturing, research & development, and administrative purposes and consists of 110,000 square feet under an operating lease scheduled to expire in February 2018, which may be renewed for an additional 5 years, at the Company's option. (b) Employment Agreements and Retention Plan On February 1, 2014, the Company entered into new employment agreements with certain of 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 the Company in the United States District Court, District of Delaware, alleging that certain of the Company's products infringe United States Patent Nos. 5,489,295, 5,676,696, 5,993,481, 6,117,167, 6,302,906, and 8,192,482, which were alleged to be owned by LifePort. On March 17, 2016, the Company entered into a Settlement and Patent License Agreement with LifePort (the “Settlement Agreement”) whereby LifePort granted the Company license rights to patents in exchange for a settlement of $4.7 million . The Settlement Agreement resolves this litigation and fully and finally releases the Company and LifePort from any claims arising out of or in connection with the litigation or the subject patents. The Settlement Agreement also contained a covenant not to sue for other patents owned by LifePort. However, since the subject patents were all expired and the Company was not currently using and has no plans to use the other patents owned by LifePort in products that could reach technological feasibility during the covenant not to sue period, there is no alternative future use and the full amount was recorded as settlement costs in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Shareholder Litigation In January 2017, two stockholders purporting to represent a class of persons who purchased the Company’s securities between August 2, 2016 and November 16, 2016, filed lawsuits against the Company and certain of its officers in the United States District Court for the Central District of California. The lawsuits allege that the Company made materially false and misleading statements and failed to disclose material adverse facts about its business, operational and financial performance, in violation of federal securities laws, relating to FDA PMA for the Company’s Nellix EVAS System. The Company believes the lawsuits are without merit and intends to defend itself vigorously. (d) Contract Termination In the years ended December 31, 2016 and 2015, the Company sent notices of termination to certain of its distributors providing for the termination of the respective distribution agreements. In accordance with ASC No. 420 “Exit or Disposal Cost Obligations”, the Company expensed distributor termination costs in the period in which the written notification of termination occurred. As a result, the Company incurred termination costs of $2.5 million and $1.9 million for the years ended December 31, 2016 and 2015, respectively. Such termination costs are included in contract termination and business acquisition expenses for the years ended December 31, 2016 and 2015. |
Contingently Issuable Common St
Contingently Issuable Common Stock | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Contingently Issuable Common Stock | Contingently Issuable Common Stock On October 27, 2010, the Company, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Nepal Acquisition Corporation, a wholly-owned subsidiary of the Company (“Merger Sub”), Nellix, Inc., certain of Nellix’s stockholders named therein and Essex Woodlands Health Ventures, Inc., as representative of the former Nellix stockholders. 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”). Under the merger agreement, the ultimate value of the Contingent Payment would be determined on the date that each Nellix Milestone is achieved. The number of issuable shares would be established using an applicable per share price, which is subject to a ceiling and/or floor, resulting at the closing of the merger in a potential 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 . The Merger Agreement provides that, in addition to the shares of common stock of the Company (the “Common Stock”) issued to the former Nellix stockholders at the closing of the Merger, the former Nellix stockholders are entitled to receive shares of the Common Stock if the Company’s sales of one of Nellix’s products (the “Nellix Product”) outside of the United States exceed $10.0 million within a certain time period following the Company’s receipt of CE mark approval for the Nellix Product (the “OUS Milestone”). The aggregate dollar value of the shares of the Common Stock to be issued upon achievement of the OUS Milestone ranged from a high of $24.0 million or 6.9 million shares to a low of $10.0 million or 1.3 million shares. The price per share of the Common Stock to be issued upon achievement of the OUS Milestone was subject to a floor of $3.50 per share and a ceiling of $7.50 per share. On June 17, 2014, the Company announced its achievement of the OUS Milestone and the issuance of an aggregate of 2.7 million unregistered shares of the Common Stock (the “OUS Milestone Shares”), plus an amount of cash in lieu of fractional shares, to the former Nellix stockholders. The Company offered and sold the OUS Milestone Shares in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (the “Securities Act”). The former Nellix stockholders previously gave representations to the Company regarding their investment intent, experience, financial sophistication, access to information regarding the Company and certain other matters to support the Company’s reasonable belief that it could rely upon the foregoing exemptions from registration pursuant to Section 4(2) of the Securities Act. No underwriting discounts or commissions were or will be paid in conjunction with the issuance of the OUS Milestone Shares. The Company previously filed a Registration Statement on Form S-3 (Registration No. 333-171639) (the “Form S-3”) for the purpose of registering for resale shares of the Common Stock issued or issuable pursuant to the Merger Agreement, including the OUS Milestone Shares. The Securities and Exchange Commission declared the Form S-3 effective on January 18, 2011. In addition, if the Company receives approval from the FDA to sell the Nellix Product in the United States (the “PMA Milestone”), the Company will issue additional shares of the Common Stock to the former stockholders of Nellix. The dollar value of the shares of the Common Stock to be issued upon achievement of the PMA Milestone will be equal to $15.0 million (less the dollar value of certain cash payments and other deductions). The price per share of the shares of the Common Stock to be issued upon achievement of the PMA Milestone is subject to a stock price floor of $4.50 per share, but not subject to a stock price ceiling. At December 31, 2016 , the Company's stock price closed at $5.72 per share. Thus, had the PMA Milestone been achieved on December 31, 2016 , the Contingent Payment would have comprised 2.0 million shares (based on the 30-day average closing stock price ending 5 days prior to the announcement), representing a value of $11.4 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 PMA Milestone (which include Level 3 inputs - see Note 3(e) 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 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 Consolidated Statements of Operations and Comprehensive Loss. Fair Value of Contingently Issuable Common Stock December 31, 2015 $ 14,700 Fair value adjustment of Contingent Payment for year ended December 31, 2016 (2,500 ) December 31, 2016 $ 12,200 As of December 31, 2016 , $12.2 million was presented in non-current liabilities due to the expected achievement of the PMA milestone in the second quarter of 2018. |
Income Tax Expense
Income Tax Expense | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense | Income Tax Expense Net loss before income tax benefit attributable to United States and international operations, consists of the following: Year Ended December 31, 2016 2015 2014 United States $ (135,925 ) $ (44,114 ) $ (9,799 ) Foreign (18,254 ) (15,647 ) (22,681 ) Net loss before income tax $ (154,179 ) $ (59,761 ) $ (32,480 ) Income tax (benefit) expense consists of the following: Year Ended December 31, 2016 2015 2014 Current: Federal $ (50 ) $ 50 $ (20 ) State 90 100 181 Foreign 458 148 24 Total current $ 498 $ 298 $ 185 Deferred: Federal $ — $ (8,621 ) $ (10 ) State — (1,008 ) — Foreign — (6 ) (237 ) Total deferred $ — $ (9,635 ) $ (247 ) Total: Federal $ (50 ) $ (8,571 ) $ (30 ) State 90 (908 ) 181 Foreign 458 142 (213 ) Income tax expense (benefit) $ 498 $ (9,337 ) $ (62 ) Income tax benefit was computed by applying the United States federal statutory rate of 34% to net loss before taxes as follows: Year Ended December 31, 2016 2015 2014 Income tax benefit at federal statutory rate $ (52,418 ) $ (20,315 ) $ (11,043 ) State income tax expense (benefit), net of federal benefit (2,323 ) (937 ) (1,097 ) Meals and entertainment 445 328 279 Research and development credits (2,041 ) (1,756 ) (4,897 ) Stock-based compensation 2,604 1,633 1,161 Derivative gain/loss 14,903 — — Contingent consideration (850 ) 34 (2,696 ) Foreign tax rate differential 1,394 1,013 1,418 Net change in valuation allowance 35,678 10,052 8,930 Return to provision true-up 1,981 583 593 Unrecognized tax benefits 971 928 6,444 Other, net 154 (900 ) 846 Income tax benefit $ 498 $ (9,337 ) $ (62 ) Significant components of the Company’s deferred tax assets and (liabilities) are as follows: Year Ended December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 124,881 $ 66,280 Accrued expenses 6,582 4,391 Tax credits 11,314 8,438 Bad debt 91 81 Inventory 4,424 2,307 Capitalized research and development 21,374 8,948 Deferred compensation 3,596 3,075 Other 964 1,659 Deferred tax asset 173,226 95,179 Valuation allowance (133,784 ) (67,172 ) Total deferred tax assets 39,442 28,007 Deferred tax liabilities: Developed technology and trademark (14,218 ) (14,645 ) Trademarks and tradenames (1,027 ) (1,002 ) Depreciation and amortization (15,316 ) (1,183 ) Convertible debt (9,760 ) (12,056 ) Other — — Total deferred tax liabilities (40,321 ) (28,886 ) Net deferred tax liability $ (879 ) $ (879 ) The Company has evaluated the available evidence supporting the realization of its gross deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that the domestic and foreign deferred tax assets will not be realized. Due to such uncertainties surrounding the realization of the domestic and foreign deferred tax assets, the Company maintains a valuation allowance of $133.8 million against a substantial portion of its deferred tax assets as of December 31, 2016 . For the year ended December 31, 2016 , the total change in valuation allowance was $66.6 million , of which $35.7 million was recorded against the current year change in net deferred tax assets and $30.9 million was recorded against the net deferred tax assets recorded through purchase accounting in connection with the acquisition of TriVascular. Realization of the deferred tax assets will be primarily be dependent upon the Company's ability to generate sufficient taxable income prior to the expiration of its net operating losses. At December 31, 2016 , the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $300.4 million and $185.2 million , respectively. Federal and state net operating loss carryforwards began expiring in 2016 and will continue to expire through 2036. The majority of the state net operating losses are attributable to California. In addition, the Company had research and development credits for federal and state income tax purposes of approximately $9.0 million and $13.4 million , respectively, which will begin to expire in 2020. The California research and development credits do not expire. The table of deferred tax assets and liabilities shown above does not include certain deferred tax assets at December 31, 2016 and 2015 that arose directly from (or the use of which was postponed by) tax deductions related to equity compensation in excess of compensation recognized under GAAP. Those deferred tax assets include federal and state net operating losses. The Company utilizes the with-and-without approach in determining if and when such excess tax benefits are realized, and under this approach excess tax benefits of $10.3 million related to stock based compensation are the last to be realized. Under Section 382 of the Internal Revenue Code of 1986, as amended, or the IRC, substantial changes in our ownership may limit the amount of net operating loss and research and development income tax credit carryforwards that could be utilized annually in the future to offset taxable income. Specifically, this limitation may arise in the event of a cumulative change in ownership of our company of more than 50% within a three-year period. Any such annual limitation may significantly reduce the utilization of the net operating loss carryforwards before they expire. Since the Company's formation, the Company has raised capital through the issuance of capital stock on several occasions which, combined with the purchasing stockholders' subsequent disposition of those shares, may have resulted in such an ownership change, or could result in an ownership change in the future upon subsequent disposition. The Company intends to complete a study in the future to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company's formation. The Company completed an analysis under IRC Sections 382 and 383 to determine if the acquired TriVascular Technologies, Inc.'s net operating loss carryforwards and research and development credits are limited due to a change in ownership. The Company concluded that TriVascular Technologies, Inc. had an ownership change as of February 3, 2016. As a result of the ownership change, the Company reduced the acquired federal and state net operating loss carryforwards by $230.3 million and $210.6 million , respectively, and federal research and development credits by $3.1 million . The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2016 Year Ended December 31, 2015 Balance at January 1, 2016 $ 8,928 $ 7,808 Additions for tax positions related to prior periods 1,654 50 Decreases related to prior year tax positions (95 ) — Lapse of statute of limitations — — Additions for tax positions related to current period 1,267 1,070 Balance at December 31, 2016 $ 11,754 $ 8,928 Our unrecognized gross tax benefits presented above would not reduce our annual effective tax rate if recognized because we have recorded a full valuation allowance on the deferred tax assets. We do not foresee any material changes to our gross unrecognized tax benefit within the next twelve months. We recognize interests and/or penalties related to income tax matters in income tax expense. We did not recognize any accrued interest and penalties related to gross unrecognized tax benefits related to the year ended December 31, 2016 . The undistributed earnings of the Company's foreign subsidiaries are considered to be indefinitely reinvested. Accordingly, no provision for U.S. federal and state income taxes or foreign withholding taxes have been provided on such undistributed earnings. As of December 31, 2016, the cumulative amount of earnings upon which U.S. income taxes have not been provided is approximately $0.1 million . Determination of the potential amount of unrecognized deferred U.S. income tax liability and foreign withholding taxes is not practicable because of the complexities associated with its hypothetical calculation; however, net operating losses and unrecognized foreign tax credits would be available to reduce some portion of the U.S. liability. In general, the Company is no longer subject to United States federal, state, local, or foreign examinations by taxing authorities for years before 2011, however, net operating loss and other tax attribute carryforwards utilized in subsequent years continue to be subject to examination by the tax authorities until the year to which the net operating loss and/or other tax attributes are carried forward is no longer subject to examination. For the twelve months ended December 31, 2016 , our provision for income taxes was $0.5 million expense and our effective tax rate was ( 0.32% ) for the year ended December 31, 2016 . During the twelve months ended December 31, 2016 , we had operating legal entities in the United States, Italy, New Zealand, Singapore, Poland and the Netherlands (plus registered sales branches of our Dutch entity in certain countries in Europe). |
Quarterly Results of Operations
Quarterly Results of Operations (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (Unaudited) | Quarterly Results of Operations (Unaudited) Three Months Ended: Revenue Gross Profit Operating expenses Net loss Basic and Diluted loss per share December 31, 2016 $ 47,463 $ 29,461 $ 51,669 $ (24,924 ) $ (0.30 ) September 30, 2016 52,122 36,931 48,165 (15,245 ) (0.18 ) June 30, 2016 50,974 29,459 52,687 (66,837 ) (0.81 ) March 31, 2016 42,366 27,941 66,345 (47,671 ) (0.62 ) Three Months Ended: December 31, 2015 $ 39,232 $ 23,717 $ 45,483 $ (15,293 ) $ (0.22 ) September 30, 2015 38,231 27,036 36,370 (10,917 ) (0.16 ) June 30, 2015 39,479 24,132 36,282 (13,001 ) (0.19 ) March 31, 2015 36,671 26,906 36,569 (11,213 ) (0.17 ) |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges In the twelve months ended December 31, 2016 , the Company recorded $11.1 million in restructuring costs within operating expenses related to focused reductions of its workforce. The Company began substantially formulating plans around this workforce reduction during the first quarter of 2016 in conjunction with its merger of TriVascular. The targeted reductions and other restructuring activities were initiated to provide efficiencies and realign resources as well as to allow for continued investment in strategic areas and drive growth. The Company expects to incur a total of $11.3 million in restructuring charges upon the completion of the plan, which represents the Company’s best estimate as of December 31, 2016 . The recognition of restructuring charges requires that the Company make certain judgments and estimates regarding the nature, timing and amount of costs associated with the planned reductions of workforce. At the end of each reporting period, the Company will evaluate the remaining accrued balance to ensure that no excess accruals are retained and the utilization of the provisions are for their intended purpose in accordance with developed plans. The following table reflects the movement of activity of the restructuring reserve for the year ended December 31, 2016 : One-time Termination Benefits Accrual balance as of December 31, 2015 $ — Restructuring charges 11,093 Utilization (8,339 ) Accrual balance as of December 31, 2016 $ 2,754 The accrual balance as of December 31, 2016 is classified within accrued expenses and other current liabilities in the Company’s Consolidated Balance Sheet. |
TriVascular Merger
TriVascular Merger | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
TriVascular Merger | TriVascular Merger On February 3, 2016 , the Company completed its merger with TriVascular pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated October 26, 2015 , by and among Endologix, TriVascular and Teton Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Endologix (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Endologix acquired all of TriVascular’s outstanding capital stock through the merger of Merger Sub with and into TriVascular (the “Merger”), with TriVascular surviving the Merger as a wholly-owned subsidiary of Endologix. The Company completed the merger in order to become the innovation leader with broad clinical indications for the treatment of AAA, leverage the combined company’s commercial capabilities, and provide an accelerated path to profitability. The total purchase consideration given related to the acquisition follows: Cash consideration $ 84,634 Common stock consideration 100,812 Fair value of assumed TriVascular stock warrants 44 Total purchase consideration $ 185,490 Common stock consideration consisted of 13,586,503 shares of Endologix common stock, worth $100.8 million based on the market value of $7.42 per share as of the effective date of the Merger on February 3, 2016 . In connection with the Merger, the Company assumed stock warrants, originally issued by TriVascular, and converted them to Endologix stock warrants. The fair value of the stock warrants represents a component of the total consideration for the Merger. Stock warrants assumed were valued using the Black-Scholes option pricing model as of the effective date of the Merger. The acquisition was recorded by allocating the costs of the net assets acquired based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. The fair values were based on management’s analysis, including work performed by third-party valuation specialists. The following presents the allocation of the purchase consideration to the assets acquired and liabilities assumed on February 3, 2016 (in thousands): Cash and cash equivalents $ 24,012 Short-term investments 3,008 Accounts receivable 5,780 Inventories 17,765 Prepaid expenses and other current assets 1,895 Property and equipment 3,152 Intangible assets 46,200 Other assets 317 Accounts payable (2,214 ) Accrued liabilities and other (6,450 ) Notes payable (61 ) Net assets acquired $ 93,404 Goodwill $ 92,086 Total purchase consideration $ 185,490 The goodwill is primarily attributable to strategic opportunities that arose from the acquisition of TriVascular, such as broadening the product portfolio for the treatment of AAA and leveraging the combined company’s technology and commercial capabilities. The goodwill is not expected to be deductible for tax purposes. The changes in the carrying amount of goodwill for the year ended December 31, 2016 are as follows (in thousands): Balance at January 1, 2016 $ 28,685 Goodwill acquired from the Merger 92,086 Foreign currency translation adjustment (60 ) Balance at December 31, 2016 $ 120,711 During the year ended December 31, 2016, the Company revised the opening net assets acquired and goodwill by $27.1 million , which comprised of the following: an increase in inventories of $0.2 million ; an increase in prepaid expenses and other current assets of $0.1 million ; an increase in accounts receivable of $0.2 million ; and an increase in accrued liabilities and other of $0.6 million as a result of gathering additional information during the measurement period. The Company also revised the initial values of intangible assets by decreasing them $27.0 million as a result of switching from utilizing publicly available benchmarking information to determine the fair value of the intangible assets to primarily utilizing an income method based on forecasts of expected future cash flows. During the three months ended June 30, 2016, the Company recorded an adjustment to the amortization of intangible assets of $0.3 million , comprising of a $0.2 million and $49 thousand decrease within cost of goods sold and marketing and sales expense, respectively, in the Consolidated Statement of Operations and Comprehensive Loss, that would have been recorded during the three months ended March 31, 2016 , if the adjustment to the intangible assets had been recognized as of the date of the Merger. Trade payables, as well as other current and non-current assets and liabilities, were valued at the existing carrying values as they represented the fair value of those items at the acquisition date, based on management’s judgments and estimates. Trade receivables included gross contractual amounts of $5.8 million and our best estimate of a nominal amount of contractual cash flows not expected to be collected at the acquisition date. The fair value of property, plant and equipment utilized a combination of the cost and market approaches, depending on the characteristics of the asset classification. Of the $46.2 million of acquired intangible assets, $7.5 million was assigned to customer relationships ( 10 year life), $27.5 million was assigned to developed technology ( 11 year life), and $11.2 million was assigned to in-process research and development. Pro Forma Combined Financial Information (Unaudited) The following unaudited pro forma pro forma financial information summarizes the results of operations for the periods indicated as if the TriVascular merger had been completed as of January 1, 2015 . Pro forma information reflects adjustments that are expected to have a continuing impact on our results of operations and are directly attributable to the merger. The unaudited pro forma results include adjustments to reflect the amortization of the inventory step-up, direct transaction costs relating to the acquisition, the incremental intangible asset amortization to be incurred based on the values of each identifiable intangible asset, and to eliminate interest expense related to legacy TriVascular's former loans, which was repaid upon completion of the TriVascular merger. The pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the merger had occurred as of January 1, 2015 or that may be obtained in the future, and do not reflect future synergies, integration costs, or other such costs or savings. Twelve Months Ended December 31, 2016 2015 Pro forma net sales $ 195,596 $ 190,605 Pro forma net loss from continuing operations (150,054 ) (113,534 ) Pro forma basic and diluted net loss per share $ (1.82 ) $ (1.40 ) Included in the Consolidated Statement of Operations and Comprehensive Loss are net sales from products acquired as part of the TriVascular merger of $40.0 million for the year ended December 31, 2016 . Net losses included in the Consolidated Statement of Operations and Comprehensive Loss from the TriVascular operations for the year ended December 31, 2016 have not been reported as it is impracticable to do so given the integration and other efficiency and cost saving measures in process during the year ended December 31, 2016 . |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2016 , 2015 , and 2014 Column A Column B Column C Column D Column E Additions Description Balance at Additions to Bad Debt Expense Charged Deductions (1) Balance at (In thousands) Year ended December 31, 2016 Allowance for doubtful accounts $ 226 $ 916 $ — $ (105 ) $ 1,037 Year ended December 31, 2015 Allowance for doubtful accounts $ 185 $ 107 $ — $ (66 ) $ 226 Year ended December 31, 2014 Allowance for doubtful accounts $ 399 $ — $ — $ (214 ) $ 185 (1) Deductions represent the actual write-off of accounts receivable balances. |
Use of Estimates and Summary 22
Use of Estimates and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Consolidated Financial Statements in this Annual Report on Form 10-K have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and with the rules and regulations of the United States 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 years ended December 31, 2016, 2015, and 2014 there were no related party transactions. |
New Accounting Pronouncements | In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern. ASU 2014-15 explicitly requires management to assess an entity's ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for all entities in the first annual period ending after December 15, 2016 and for annual periods and interim periods thereafter. We have adopted the guidance for the year ended December 31, 2016. The adoption of ASU 2014-15 did not impact our disclosures in 2016. In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs", which requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts. The ASU was effective for the Company on January 1, 2016. The Company adopted ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs" during the first quarter of 2016, utilizing retrospective application as permitted. As a result, the Company reclassified debt issuance costs from other assets to reduce the convertible notes as of December 31, 2015 and 2016. In conjunction with the Company’s adoption of ASU 2015-03, the Company also adopted an update thereof or ASU 2015-15 “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of Credit Arrangements.” As a result, the Company classified debt issuance costs related to a line-of-credit arrangement as other assets. In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments,” which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The new guidance also requires that the acquirer record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The Company adopted this standard and has applied it to amounts related to the TriVascular acquisition. |
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 products for the treatment of aortic disorders. For the year ended December 31, 2016 , 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 United States |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments that are readily convertible into cash and have a maturity of three months or less at the time of purchase to be cash equivalents. The cost of these investments approximates their fair value. |
Marketable Securities | Marketable securities At December 31, 2016 , the Company’s investments included short-term marketable securities, which are classified as held-to-maturity investments as the Company has the positive intent and ability to hold the investments to maturity. These investments are therefore recorded on an amortized cost basis. Discounts or premiums are amortized to interest income using the interest method. Marketable securities are investments with original maturities of greater than 90 days. |
Accounts Receivables | Accounts Receivable Trade accounts receivable are recorded at the invoiced amount, inclusive of applicable value-added tax ("VAT"), and do not bear interest. Revenue is recorded net of VAT. The allowance for doubtful accounts is management's best estimate of the amount of probable credit losses in existing accounts receivable. Account balances are charged off against the allowance after appropriate collection efforts are exhausted. |
Inventories | Inventories The Company values inventory at the lower of the actual cost to purchase or manufacture the inventory, or the market value for such inventory. Cost is determined on the first-in, first-out method (FIFO). The Company regularly reviews inventory quantities in process and on hand, and when appropriate, records a provision for obsolete and excess inventory. The provision is based on actual loss experience and a forecast of product demand compared to its remaining shelf life. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and depreciated on a straight-line basis over the following estimated useful lives: Property Class Useful Life Office furniture Seven years Computer hardware Three years Computer software Three to eight years Production equipment and molds Three to seven years Leasehold improvements Shorter of expected useful life or remaining term of lease Upon sale or disposition of property and equipment, any gain or loss is included in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Property and equipment are tested for impairment only when impairment indicators are present. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Intangible assets with definite lives are amortized over their estimated useful lives using a method that reflects the pattern over which the economic benefit is expected to be realized, and is as follows: Intangible Asset Class Useful Life Goodwill Indefinite lived Trademarks and tradenames Indefinite lived Developed technology Eleven to thirteen years Customer relationships Ten years In-process research and development will be amortized upon commencement of commercial sales and it is expected to be amortized over its useful life. Goodwill and other intangible assets with indefinite lives are not subject to amortization, but are tested for impairment annually or whenever events or changes in business circumstances suggest the potential of an impairment. The Company completed its annual indefinite lived intangible asset impairment test as of June 30, 2016 , with no resulting impairment based on the discounted cash flows expected to be generated in connection with underlying assets. The Company most recently completed its annual test for impairment of goodwill as of June 30, 2016 , with no resulting impairment, as its market capitalization was in substantial excess of the value of its total stockholders' equity (the Company has one "reporting unit" for purposes of the goodwill impairment test). Intangible assets with finite lives are tested for impairment only when impairment indicators are present. |
Fair Value Measurements | Fair Value Measurements In determining the fair value of its assets and liabilities, the Company uses various valuation approaches. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (i) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (ii) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Inputs that are both significant to the fair value measurement and unobservable. The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement. The Company’s held-to-maturity securities, which are fixed income investments, are comprised of obligations of United States government agencies, corporate debt securities and other interest bearing securities. These held-to-maturity securities are recorded at amortized cost and are therefore not included in the Company’s market value measurement disclosure. Money market funds, which are cash and cash equivalents, are valued using quoted market prices with no valuation adjustments applied. Accordingly, these securities are categorized in Level 1. The recorded values of all our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. The recorded values of all our accounts receivable and accounts payable approximate their current fair values because of their nature and respective relatively short maturity dates or durations. |
Contingent Consideration for Business Acquisition | Contingent Consideration for Business Acquisition The Company's management determined the fair value of contingently issuable common stock on the Nellix acquisition date (see Note 9) using a probability-based income approach with an appropriate discount rate (determined using both Level 1 and Level 3 inputs). Changes in the fair value of this contingently issuable common stock are determined at each period end and are recorded in the other income (expense) section of the accompanying Consolidated Statements of Operations and Comprehensive Loss, and the current and non-current liabilities section of the accompanying Consolidated Balance Sheet. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when all of the following criteria are met: • Appropriate evidence of a binding arrangement exists with the customer; • The sales price for the EVAR or EVAS product (including device extensions and accessories) is established with the customer; • The EVAR or EVAS product has been used by the hospital in an EVAR procedure, or the distributor has assumed title with no right of return; and • Collection of the corresponding receivable from the customer is reasonably assured at the time of sale. For sales made to hospitals, the Company recognizes revenue upon completion of an EVAR or EVAS procedure, when the EVAR or EVAS products are implanted in a patient. For sales made to distributors, the Company recognizes revenue when title passes, which is typically at the time of shipment, as this represents the period that the customer has assumed custody of the EVAR or EVAS product, without right of return, and assumed risk of loss. The Company does not offer rights of return, other than honoring a standard warranty. |
Shipping Costs | Shipping Costs Shipping costs billed to customers are reported within revenue, with the corresponding costs reported within costs of goods sold. |
Foreign Currency Transactions | Foreign Currency Transactions The assets and liabilities of the Company's foreign subsidiaries are translated at the rates of exchange at the balance sheet date. The income and expense items of these subsidiaries are translated at average monthly rates of exchange. Gains and losses resulting from foreign currency transactions, which are denominated in a currency other than the respective entity’s functional currency are included in other income (expense), net, within the accompanying Consolidated Statements of Operations and Comprehensive Loss. Foreign currency translation adjustments between the respective entity's functional currency and the United States dollar are recorded to accumulated other comprehensive loss within the stockholders' equity section of the accompanying Consolidated Balance Sheets. There were no items reclassified out of accumulated other comprehensive loss and into net loss during the years ended December 31, 2016, 2015, and 2014 . The only activity in the accumulated other comprehensive loss was related to foreign currency translation. |
Income Taxes | Income Taxes The Company records the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the financial statements, as well as operating losses and tax credit carry forwards. The Company has recorded a valuation allowance to substantially reduce its net deferred tax assets, because the Company believes that, based upon a number of factors, it is more likely than not that substantially all the deferred tax assets will not be realized. If the Company were to determine that it would be able to realize additional deferred tax assets in the future, an adjustment to the valuation allowance on its deferred tax assets would increase net income in the period such determination was made. In the event that the Company were assessed interest and/or penalties from taxing authorities, such amounts would be included in "income tax expense" within the Consolidated Statements of Operations and Comprehensive Loss in the period the notice was received. |
Net Loss Per Share | Net Loss Per Share Net loss per common share is computed using the weighted average number of common shares outstanding during the periods presented. Because of the net losses during the years ended December 31, 2016, 2015, and 2014 , options to purchase the common stock, restricted stock awards, and restricted stock units of the Company were excluded from the computation of net loss per share for these periods because the effect would have been antidilutive. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. |
Product Warranty | Product Warranty Within six months of shipment, certain customers may request replacement of products they receive that do not meet product specifications; no other warranties are offered. The Company contractually disclaims responsibility for any damages associated with physician's use of its EVAR or EVAS product. Historically, the Company has not experienced a significant amount of costs associated with its warranty policy. |
Use of Estimates and Summary 23
Use of Estimates and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Useful Lives | Property and equipment are stated at cost and depreciated on a straight-line basis over the following estimated useful lives: Property Class Useful Life Office furniture Seven years Computer hardware Three years Computer software Three to eight years Production equipment and molds Three to seven years Leasehold improvements Shorter of expected useful life or remaining term of lease |
Schedule of Intangible Assets and Goodwill Useful Lives | Intangible assets with definite lives are amortized over their estimated useful lives using a method that reflects the pattern over which the economic benefit is expected to be realized, and is as follows: Intangible Asset Class Useful Life Goodwill Indefinite lived Trademarks and tradenames Indefinite lived Developed technology Eleven to thirteen years Customer relationships Ten years |
Balance Sheet Account Detail (T
Balance Sheet Account Detail (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: December 31, 2016 2015 Production equipment, molds, and office furniture $ 11,714 $ 13,603 Computer hardware and software 8,162 6,380 Leasehold improvements 15,495 14,345 Construction in progress (software and related implementation, production equipment, and leasehold improvements) 839 510 Property and equipment, at cost 36,210 34,838 Accumulated depreciation (12,945 ) (11,483 ) Property and equipment, net $ 23,265 $ 23,355 |
Schedule of Inventories | Inventories consisted of the following: December 31, 2016 2015 Raw materials $ 13,133 $ 7,701 Work-in-process 10,139 4,355 Finished goods 17,888 15,804 Inventories $ 41,160 $ 27,860 |
Schedule of Goodwill and Intangible Assets | The following table presents goodwill, indefinite lived intangible assets, finite lived intangible assets, and related accumulated amortization: December 31, 2016 2015 Goodwill (1) $ 120,711 $ 28,685 Intangible assets: Indefinite lived intangibles Trademarks and trade names $ 2,708 $ 2,708 In-process research and development (1) 11,200 — Finite lived intangibles Developed technology (1) $ 67,600 $ 40,100 Accumulated amortization (3,810 ) (690 ) Developed technology, net $ 63,790 $ 39,410 Customer relationship (1) $ 7,500 $ — Accumulated amortization (687 ) — Customer relationship, net $ 6,813 $ — Intangible assets (excluding goodwill), net $ 84,511 $ 42,118 (1) Difference in the value between these dates is mainly due to acquisition of TriVascular. Refer to Note 13 of the consolidated financial statements for further discussion. |
Schedule of Estimated Amortization Expense | Estimated amortization expense for the five succeeding years and thereafter is as follows: Amortization Expense 2017 $ 3,818 2018 4,574 2019 6,036 2020 7,677 2021 8,917 2022 and thereafter 39,581 Total $ 70,603 |
Schedule of Investments in Held-to-maturity Marketable Securities | Investments in held-to-maturity marketable securities, consist of the following at December 31, 2016 and December 31, 2015 : December 31, 2016 Amortized Gross Gross Fair Value Agency bonds $ 6,488 $ 2 $ — $ 6,490 Corporate bonds 10,513 — (21 ) $ 10,492 Commercial paper 3,987 — — 3,987 Total $ 20,988 $ 2 $ (21 ) $ 20,969 December 31, 2015 Amortized Gross Gross Fair Value Agency bonds $ 8,000 $ — $ (20 ) $ 7,980 Government securities 40,824 1 (33 ) $ 40,792 Commercial paper 3,944 — — $ 3,944 Total $ 52,768 $ 1 $ (53 ) $ 52,716 |
Summary of Assets and Liabilities Measured at Fair Value | 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 December 31, 2016 : Fair value measurement at reporting date using: Quoted prices in Significant other Significant Total At December 31, 2016 Cash and cash equivalents $ 26,120 $ — $ — $ 26,120 Restricted cash $ 2,001 $ — $ — $ 2,001 Contingently issuable common stock $ — $ — $ 12,200 $ 12,200 At December 31, 2015 Cash and cash equivalents $ 124,553 $ — $ — $ 124,553 Contingently issuable common stock $ — $ — $ 14,700 $ 14,700 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock-based Compensation Recognized, Common Stock Purchased, and Average Price | The table below summarizes the stock-based compensation recognized, common stock shares purchased by Company employees, and the average purchase price per share as part of the ESPP program during the years ended December 31, 2016, 2015, and 2014 . Year Ended December 31, 2016 2015 2014 Stock-based compensation expense $ 1,205 $ 921 $ 841 Common stock shares purchased by Company employees 394,120 355,557 254,602 Average purchase price per share $ 8.17 $ 8.33 $ 10.26 |
Schedule of Compensation Expense Included in COGS and Operating Expenses | Stock-based compensation expense included in cost of goods sold and operating expenses for years ended December 31, 2016, 2015, and 2014 was as follows: Year Ended December 31, 2016 2015 2014 Cost of goods sold $ 944 $ 1,000 $ 857 Operating expenses: Research and development 1,528 1,005 770 Clinical and regulatory affairs 672 858 644 Marketing and sales 4,335 3,237 2,533 General and administrative 4,807 3,155 3,063 Total operating expenses $ 11,342 $ 8,255 $ 7,010 Total $ 12,286 $ 9,255 $ 7,867 |
Schedule of Fair Value Assumptions of Stock Options Granted | The fair value of stock options granted was estimated at the date of grant using the Black-Scholes option-pricing model. The following assumptions were used to determine fair value for the stock awards granted in the applicable year: Year Ended December 31, 2016 2015 2014 Average expected option life (in years) (a) 5.5 5.5 5.5 Volatility (b) 44.2% 43.3% 54.0% Risk-free interest rate (c) 1.2% 1.6% 1.8% Dividend Yield (d) —% —% —% Weighted-average grant-date fair value per stock option $3.45 $6.37 $6.22 (a) Determined by the historical stock option exercise behavior of the Company's employees (maximum term is 10 years ). (b) Measured using daily price observations for a period equal to stock options' expected term. (c) Based upon the United States Treasury yields in effect (for a period equaling the stock options' expected term). (d) The Company has never paid cash dividends on its common stock and does not expect to declare any cash dividends. |
Schedule of Stock Option Activity | Stock option activity during the year ended December 31, 2016 is as follows: Number of Weighted Weighted- Aggregate Intrinsic Value Outstanding — January 1, 2016 5,973,049 10.42 Granted 4,381,500 7.94 Exercised (524,504) 5.96 (a) $ 2,656 Forfeited (810,051) 11.16 Expired (346,779) 13.99 Outstanding — December 31, 2016 8,673,215 $9.22 6.7 (b) $ 3,247 Vested and Expected to Vest — December 31, 2016 7,906,267 9.17 6.5 (b) $ 3,247 Vested — December 31, 2016 3,788,707 8.58 4.5 (b) $ 3,247 (a) Represents the total difference between the Company's stock price at the time of exercise and the stock option exercise price, multiplied by the number of options exercised. (b) Represents the total difference between the Company's closing stock price on the last trading day of period reported on and the stock option exercise price, multiplied by the number of in-the-money options as of the period reported on. The amount of intrinsic value will change based on the fair market value of the Company's stock. |
Schedule of Outstanding Stock Option Grants | The following table summarizes information regarding outstanding stock option grants as of December 31, 2016 : Outstanding Exercisable Range of Exercise Prices Granted Weighted- Weighted- Granted Weighted- $ 1.64 — $ 6.91 1,756,509 2.9 $ 3.99 1,584,707 $ 3.69 7.00 — 7.25 1,032,575 8.4 7.23 240,149 7.21 7.26 — 7.53 2,140,066 8.5 7.53 186,917 7.50 7.57 — 13.17 1,809,080 6.8 11.17 849,003 11.39 13.21 — 17.60 1,934,985 7.0 15.08 927,931 14.94 $ 1.64 — $ 17.60 8,673,215 6.7 $ 9.22 3,788,707 $ 8.58 |
Summary of Activity and Related Information for Restricted Stock Awards | The following table summarizes activity and related information for the Company's restricted stock awards: Number of Weighted Average Grant Date Fair Value Vest Date Fair Value(1) Unvested as of December 31, 2015 885,060 $ 13.45 Granted 758,128 8.29 $ 6,285 Forfeited (87,231 ) 14.45 Vested (245,938 ) 14.29 $ 2,608 Unvested as of December 31, 2016 1,310,019 $ 10.24 (1) Represents the Company's stock price on the vesting date multiplied by the number of vested shares. (2) Shares granted in 2016 include 233,482 performance stock units that have certain performance conditions required to be achieved to vest. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares Outstanding | Net loss per share was computed by dividing net loss by the weighted average number of common shares outstanding for the years ended December 31, 2016, 2015, and 2014 : Year Ended December 31, 2016 2015 2014 Net loss $ (154,677 ) (50,424 ) (32,418 ) Shares used in computing basic and diluted net loss per share 80,976 67,671 $ 65,225 Basic and diluted net loss per share $ (1.91 ) $ (0.75 ) (0.50 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The potential dilutive effect of these securities is shown in the chart below: Year Ended December 31, 2016 2015 2014 Conversion of the Senior Notes 14,767 14,767 3,588 The following outstanding Company securities, using the treasury stock method, were excluded from the above calculations of net loss per share because their impact would have been anti-dilutive due to the net losses during the years ended December 31, 2016, 2015, and 2014 : Year Ended December 31, 2016 2015 2014 Common stock options 1,248 1,651 1,822 Restricted stock awards 129 133 321 Restricted stock units 370 230 182 Total 1,747 2,014 2,325 |
Revenue by Geographic Region (T
Revenue by Geographic Region (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Geographic Areas, Revenues from External Customers [Abstract] | |
Schedule of Revenue by Geographic Region | The Company's revenue by geographic region, was as follows: Year Ended December 31, 2016 2015 2014 United States $136,111 70.6% $107,228 69.8% $106,052 71.9% Total International 56,814 29.4% 46,384 30.2% 41,536 28.1% Revenue $192,925 100% $153,612 100% $147,588 100% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum payments by year under non-cancelable leases with initial terms in excess of one year were as follows as of December 31, 2016 : 2017 $ 3,751 2018 2,643 2019 2,418 2020 2,512 2021 2,484 2022 and thereafter 20,401 Total $ 34,209 |
Contingently Issuable Common 29
Contingently Issuable Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Adjustments to the Fair Value of Contingent Payment | Adjustments to the fair value of the Contingent Payment are recognized within "other income (expense)" in the Consolidated Statements of Operations and Comprehensive Loss. Fair Value of Contingently Issuable Common Stock December 31, 2015 $ 14,700 Fair value adjustment of Contingent Payment for year ended December 31, 2016 (2,500 ) December 31, 2016 $ 12,200 |
Income Tax Expense (Tables)
Income Tax Expense (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Loss Before Income Tax Benefit | Net loss before income tax benefit attributable to United States and international operations, consists of the following: Year Ended December 31, 2016 2015 2014 United States $ (135,925 ) $ (44,114 ) $ (9,799 ) Foreign (18,254 ) (15,647 ) (22,681 ) Net loss before income tax $ (154,179 ) $ (59,761 ) $ (32,480 ) |
Schedule of Income Tax (Benefit) Expense | Income tax (benefit) expense consists of the following: Year Ended December 31, 2016 2015 2014 Current: Federal $ (50 ) $ 50 $ (20 ) State 90 100 181 Foreign 458 148 24 Total current $ 498 $ 298 $ 185 Deferred: Federal $ — $ (8,621 ) $ (10 ) State — (1,008 ) — Foreign — (6 ) (237 ) Total deferred $ — $ (9,635 ) $ (247 ) Total: Federal $ (50 ) $ (8,571 ) $ (30 ) State 90 (908 ) 181 Foreign 458 142 (213 ) Income tax expense (benefit) $ 498 $ (9,337 ) $ (62 ) |
Schedule of Income Tax Benefit Computation | Income tax benefit was computed by applying the United States federal statutory rate of 34% to net loss before taxes as follows: Year Ended December 31, 2016 2015 2014 Income tax benefit at federal statutory rate $ (52,418 ) $ (20,315 ) $ (11,043 ) State income tax expense (benefit), net of federal benefit (2,323 ) (937 ) (1,097 ) Meals and entertainment 445 328 279 Research and development credits (2,041 ) (1,756 ) (4,897 ) Stock-based compensation 2,604 1,633 1,161 Derivative gain/loss 14,903 — — Contingent consideration (850 ) 34 (2,696 ) Foreign tax rate differential 1,394 1,013 1,418 Net change in valuation allowance 35,678 10,052 8,930 Return to provision true-up 1,981 583 593 Unrecognized tax benefits 971 928 6,444 Other, net 154 (900 ) 846 Income tax benefit $ 498 $ (9,337 ) $ (62 ) |
Schedule of Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and (liabilities) are as follows: Year Ended December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 124,881 $ 66,280 Accrued expenses 6,582 4,391 Tax credits 11,314 8,438 Bad debt 91 81 Inventory 4,424 2,307 Capitalized research and development 21,374 8,948 Deferred compensation 3,596 3,075 Other 964 1,659 Deferred tax asset 173,226 95,179 Valuation allowance (133,784 ) (67,172 ) Total deferred tax assets 39,442 28,007 Deferred tax liabilities: Developed technology and trademark (14,218 ) (14,645 ) Trademarks and tradenames (1,027 ) (1,002 ) Depreciation and amortization (15,316 ) (1,183 ) Convertible debt (9,760 ) (12,056 ) Other — — Total deferred tax liabilities (40,321 ) (28,886 ) Net deferred tax liability $ (879 ) $ (879 ) |
Schedule of Reconciliation of Unrecognized Tax Benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2016 Year Ended December 31, 2015 Balance at January 1, 2016 $ 8,928 $ 7,808 Additions for tax positions related to prior periods 1,654 50 Decreases related to prior year tax positions (95 ) — Lapse of statute of limitations — — Additions for tax positions related to current period 1,267 1,070 Balance at December 31, 2016 $ 11,754 $ 8,928 |
Quarterly Results of Operatio31
Quarterly Results of Operations (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Three Months Ended: Revenue Gross Profit Operating expenses Net loss Basic and Diluted loss per share December 31, 2016 $ 47,463 $ 29,461 $ 51,669 $ (24,924 ) $ (0.30 ) September 30, 2016 52,122 36,931 48,165 (15,245 ) (0.18 ) June 30, 2016 50,974 29,459 52,687 (66,837 ) (0.81 ) March 31, 2016 42,366 27,941 66,345 (47,671 ) (0.62 ) Three Months Ended: December 31, 2015 $ 39,232 $ 23,717 $ 45,483 $ (15,293 ) $ (0.22 ) September 30, 2015 38,231 27,036 36,370 (10,917 ) (0.16 ) June 30, 2015 39,479 24,132 36,282 (13,001 ) (0.19 ) March 31, 2015 36,671 26,906 36,569 (11,213 ) (0.17 ) |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve | The following table reflects the movement of activity of the restructuring reserve for the year ended December 31, 2016 : One-time Termination Benefits Accrual balance as of December 31, 2015 $ — Restructuring charges 11,093 Utilization (8,339 ) Accrual balance as of December 31, 2016 $ 2,754 |
TriVascular Merger (Tables)
TriVascular Merger (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Summary of Purchase Consideration Given in Acquisition | The total purchase consideration given related to the acquisition follows: Cash consideration $ 84,634 Common stock consideration 100,812 Fair value of assumed TriVascular stock warrants 44 Total purchase consideration $ 185,490 |
Summary of Allocation of Purchase Consideration | The following presents the allocation of the purchase consideration to the assets acquired and liabilities assumed on February 3, 2016 (in thousands): Cash and cash equivalents $ 24,012 Short-term investments 3,008 Accounts receivable 5,780 Inventories 17,765 Prepaid expenses and other current assets 1,895 Property and equipment 3,152 Intangible assets 46,200 Other assets 317 Accounts payable (2,214 ) Accrued liabilities and other (6,450 ) Notes payable (61 ) Net assets acquired $ 93,404 Goodwill $ 92,086 Total purchase consideration $ 185,490 |
Schedule of Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the year ended December 31, 2016 are as follows (in thousands): Balance at January 1, 2016 $ 28,685 Goodwill acquired from the Merger 92,086 Foreign currency translation adjustment (60 ) Balance at December 31, 2016 $ 120,711 |
Summary of Pro Forma Financial Information of Acquisition | The following unaudited pro forma pro forma financial information summarizes the results of operations for the periods indicated as if the TriVascular merger had been completed as of January 1, 2015 . Pro forma information reflects adjustments that are expected to have a continuing impact on our results of operations and are directly attributable to the merger. The unaudited pro forma results include adjustments to reflect the amortization of the inventory step-up, direct transaction costs relating to the acquisition, the incremental intangible asset amortization to be incurred based on the values of each identifiable intangible asset, and to eliminate interest expense related to legacy TriVascular's former loans, which was repaid upon completion of the TriVascular merger. The pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the merger had occurred as of January 1, 2015 or that may be obtained in the future, and do not reflect future synergies, integration costs, or other such costs or savings. Twelve Months Ended December 31, 2016 2015 Pro forma net sales $ 195,596 $ 190,605 Pro forma net loss from continuing operations (150,054 ) (113,534 ) Pro forma basic and diluted net loss per share $ (1.82 ) $ (1.40 ) |
Description of Business, Basi34
Description of Business, Basis of Presentation, and Operating Segment (Details) | 12 Months Ended |
Dec. 31, 2016segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Use of Estimates and Summary 35
Use of Estimates and Summary of Significant Accounting Policies (Property and Equipment, Useful Lives) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Office furniture | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 7 years |
Computer hardware | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 3 years |
Computer software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 3 years |
Computer software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 8 years |
Production equipment and molds | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 3 years |
Production equipment and molds | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful life | 7 years |
Use of Estimates and Summary 36
Use of Estimates and Summary of Significant Accounting Policies (Intangible Assets, Useful Lives) (Details) | 12 Months Ended |
Dec. 31, 2016reporting_unit | |
Finite-Lived Intangible Assets [Line Items] | |
Number of reporting units for goodwill impairment test purposes | 1 |
Developed technology | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset useful life | 11 years |
Developed technology | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset useful life | 13 years |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset useful life | 10 years |
Balance Sheet Account Detail (P
Balance Sheet Account Detail (Property and Equipment) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | $ 36,210 | $ 34,838 | |
Accumulated depreciation | (12,945) | (11,483) | |
Property and equipment, net | 23,265 | 23,355 | |
Depreciation expense | 5,300 | 4,600 | $ 2,700 |
Production equipment, molds, and office furniture | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | 11,714 | 13,603 | |
Computer hardware and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | 8,162 | 6,380 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | 15,495 | 14,345 | |
Construction in progress (software and related implementation, production equipment, and leasehold improvements) | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | $ 839 | $ 510 |
Balance Sheet Account Detail (I
Balance Sheet Account Detail (Inventories) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials | $ 13,133 | $ 7,701 |
Work-in-process | 10,139 | 4,355 |
Finished goods | 17,888 | 15,804 |
Inventories | $ 41,160 | $ 27,860 |
Balance Sheet Account Detail (G
Balance Sheet Account Detail (Goodwill and Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill | [1] | $ 120,711 | $ 28,685 |
Intangible assets (excluding goodwill), net | 84,511 | 42,118 | |
Developed technology | |||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | |||
Finite lived intangibles | [1] | 67,600 | 40,100 |
Accumulated amortization | (3,810) | (690) | |
Finite lived intangibles, net | 63,790 | 39,410 | |
Customer relationship | |||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | |||
Finite lived intangibles | [1] | 7,500 | 0 |
Accumulated amortization | (687) | 0 | |
Finite lived intangibles, net | 6,813 | 0 | |
Trademarks and trade names | |||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite lived intangibles | 2,708 | 2,708 | |
In-process research and development | |||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite lived intangibles | [1] | $ 11,200 | $ 0 |
[1] | Difference in the value between these dates is mainly due to acquisition of TriVascular. Refer to Note 13 of the consolidated financial statements for further discussion. |
Balance Sheet Account Detail (A
Balance Sheet Account Detail (Amortization) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Balance Sheet Related Disclosures [Abstract] | |||
Amortization expense | $ 3,800 | $ 1,300 | $ 600 |
2,017 | 3,818 | ||
2,018 | 4,574 | ||
2,019 | 6,036 | ||
2,020 | 7,677 | ||
2,021 | 8,917 | ||
2022 and thereafter | 39,581 | ||
Total | $ 70,603 |
Balance Sheet Account Detail (H
Balance Sheet Account Detail (Held-to Maturity Marketable Securities) (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)security | Dec. 31, 2015USD ($) | |
Marketable Securities [Abstract] | ||
Amortized Cost | $ 20,988 | $ 52,768 |
Gross Unrealized Gain | 2 | 1 |
Gross Unrealized Loss | (21) | (53) |
Fair Value | $ 20,969 | 52,716 |
Average maturity | 5 months | |
Agency bonds | ||
Marketable Securities [Abstract] | ||
Amortized Cost | $ 6,488 | 8,000 |
Gross Unrealized Gain | 2 | 0 |
Gross Unrealized Loss | 0 | (20) |
Fair Value | 6,490 | 7,980 |
Corporate bonds | ||
Marketable Securities [Abstract] | ||
Amortized Cost | 10,513 | |
Gross Unrealized Gain | 0 | |
Gross Unrealized Loss | (21) | |
Fair Value | 10,492 | |
Government securities | ||
Marketable Securities [Abstract] | ||
Amortized Cost | 40,824 | |
Gross Unrealized Gain | 1 | |
Gross Unrealized Loss | (33) | |
Fair Value | 40,792 | |
Commercial paper | ||
Marketable Securities [Abstract] | ||
Amortized Cost | 3,987 | 3,944 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | 0 | 0 |
Fair Value | 3,987 | $ 3,944 |
Debt securities | ||
Marketable Securities [Abstract] | ||
Fair Value | $ 10,500 | |
Held to maturity securities, number of securities held | security | 5 | |
Duration in loss position | 5 months |
Balance Sheet Account Detail (F
Balance Sheet Account Detail (Fair Value Measurements) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | $ 2,001 | $ 0 |
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 | 207,900 | 187,600 |
Recurring | Government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 26,120 | 124,553 |
Restricted cash | 2,001 | |
Contingently issuable common stock | 12,200 | 14,700 |
Recurring | Government securities | 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 | 26,120 | 124,553 |
Restricted cash | 2,001 | |
Contingently issuable common stock | 0 | 0 |
Recurring | Government securities | 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 |
Restricted cash | 0 | |
Contingently issuable common stock | 0 | 0 |
Recurring | Government securities | Significant unobservable inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | |
Contingently issuable common stock | $ 12,200 | $ 14,700 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2016USD ($)employee$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Annual vesting percentage | 25.00% | ||||
Vesting period | 3 years | ||||
Expiration period | 10 years | ||||
Capitalized Amount | $ 500 | $ 600 | $ 400 | ||
Allocated stock-based compensation expense | $ 12,286 | $ 9,255 | $ 7,867 | ||
Number of options vested and expected to vest (in shares) | shares | 11,500 | 31,500 | 31,500 | ||
Termination | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 90 days | ||||
Death, Disability, or Retirement | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 365 days | ||||
Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
Aggregate Intrinsic Value | $ 2,656 | $ 3,164 | $ 2,600 | [1] | |
Allocated stock-based compensation expense | 7,400 | $ 5,300 | $ 4,300 | ||
Unrecognized compensation expense related to granted but unvested stock options | $ 14,300 | ||||
Unrecognized compensation cost, period for recognition | 2 years 9 months 18 days | ||||
Number of options vested and expected to vest (in shares) | shares | 7,906,267 | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense related to granted but unvested stock options | $ 5,200 | ||||
Unrecognized compensation cost, period for recognition | 2 years 1 month 6 days | ||||
Weighted average grant date fair value of shares granted (in USD per share) | $ / shares | $ 8.29 | $ 16.03 | $ 13.25 | ||
Fair value of shares vested | $ 2,600 | $ 2,200 | $ 7,600 | ||
Restricted stock expense | $ 3,700 | $ 2,800 | $ 2,600 | ||
Stock units granted (in shares) | shares | [2] | 758,128 | |||
Shares of unvested restricted stock (in shares) | shares | [2] | 1,310,019 | 885,060 | ||
Performance stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock units granted (in shares) | shares | [2] | 233,482 | |||
2015 Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, shares authorized (shares) | shares | 6,786,760 | ||||
Shares available for grant under the plan (in shares) | shares | 2,700,000 | ||||
2015 Stock Incentive Plan | Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Estimated forfeiture rate | 11.00% | 14.00% | 14.00% | ||
2015 Stock Incentive Plan | Employee Stock Option | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Option exercise price as a percentage of grant date fair value | 100.00% | ||||
Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for grant under the plan (in shares) | shares | 1,400,000 | ||||
Discount from market price | 15.00% | ||||
Unrecognized compensation expense related to granted but unvested stock options | $ 1,205 | $ 921 | $ 841 | ||
Non-Employee Restricted Stock | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated stock-based compensation expense | $ 30 | $ 100 | $ 100 | ||
Stock units granted (in shares) | shares | 0 | ||||
Shares of unvested restricted stock (in shares) | shares | 41,000 | 72,000 | 10,000 | ||
Award Modifications | Performance stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated stock-based compensation expense | $ 273 | $ 46 | $ 85 | ||
Number of employees affected by award modification | employee | 4 | ||||
Award Modifications | Performance stock units | Minimum | Employee One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 90 days | ||||
Award Modifications | Performance stock units | Minimum | Employee Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 90 days | ||||
Award Modifications | Performance stock units | Minimum | Employee Three | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 90 days | ||||
Award Modifications | Performance stock units | Maximum | Employee One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 150 days | ||||
Award Modifications | Performance stock units | Maximum | Employee Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 180 days | ||||
Award Modifications | Performance stock units | Maximum | Employee Three | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 180 days | ||||
[1] | Represents the total difference between the Company's stock price at the time of exercise and the stock option exercise price, multiplied by the number of options exercised. | ||||
[2] | Shares granted in 2016 include 233,482 performance stock units that have certain performance conditions required to be achieved to vest. |
Stock-Based Compensation (Emplo
Stock-Based Compensation (Employee Stock Purchase Plan) (Details) - Employee Stock Purchase Plan - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 1,205 | $ 921 | $ 841 |
Common stock shares purchased by Company employees (in shares) | 394,120 | 355,557 | 254,602 |
Average purchase price per share (in USD per share) | $ 8.17 | $ 8.33 | $ 10.26 |
Stock-Based Compensation (Share
Stock-Based Compensation (Share-based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated stock-based compensation expense | $ 12,286 | $ 9,255 | $ 7,867 |
Cost of goods sold | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated stock-based compensation expense | 944 | 1,000 | 857 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated stock-based compensation expense | 1,528 | 1,005 | 770 |
Clinical and regulatory affairs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated stock-based compensation expense | 672 | 858 | 644 |
Marketing and sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated stock-based compensation expense | 4,335 | 3,237 | 2,533 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated stock-based compensation expense | 4,807 | 3,155 | 3,063 |
Total operating expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated stock-based compensation expense | $ 11,342 | $ 8,255 | $ 7,010 |
Stock-Based Compensation (Valua
Stock-Based Compensation (Valuation Assumptions) (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration period | 10 years | |||
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Average expected option life (in years) | [1] | 5 years 6 months | 5 years 6 months | 5 years 6 months |
Volatility | [2] | 44.20% | 43.30% | 54.00% |
Risk-free interest rate | [3] | 1.20% | 1.60% | 1.80% |
Dividend Yield | [4] | 0.00% | 0.00% | 0.00% |
Weighted-average grant-date fair value per stock option (in USD per share) | $ 3.45 | $ 6.37 | $ 6.22 | |
Expiration period | 10 years | |||
[1] | Determined by the historical stock option exercise behavior of the Company's employees (maximum term is 10 years). | |||
[2] | Measured using daily price observations for a period equal to stock options' expected term. | |||
[3] | Based upon the United States Treasury yields in effect (for a period equaling the stock options' expected term) | |||
[4] | The Company has never paid cash dividends on its common stock and does not expect to declare any cash dividends. |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Options Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Vested and Expected to Vest (in shares) | 11,500 | 31,500 | 31,500 | |
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Outstanding — Beginning of period (in shares) | 5,973,049 | |||
Granted (in shares) | 4,381,500 | |||
Exercised (in shares) | (524,504) | |||
Forfeited (in shares) | (810,051) | |||
Expired (in shares) | (346,779) | |||
Outstanding — End of period (in shares) | 8,673,215 | 5,973,049 | ||
Vested and Expected to Vest (in shares) | 7,906,267 | |||
Vested, Number of Stock Options (Shares) | 3,788,707 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||
Outstanding — Beginning of period (in USD per share) | $ 10.42 | |||
Granted (in USD per share) | 7.94 | |||
Exercised (in USD per share) | 5.96 | |||
Forfeited (in USD per share) | 11.16 | |||
Expired (in USD per share) | 13.99 | |||
Outstanding — End of period (in USD per share) | 9.22 | $ 10.42 | ||
Vested and Expected to Vest, Weighted Average Exercise Price (USD per share) | 9.17 | |||
Vested, Weighted Average Exercise Price (USD per share) | $ 8.58 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Outstanding, Weighted Average Remaining Contractual Life | 6 years 8 months 19 days | |||
Vested and Expected to Vest, Weighted Average Remaining Contractual Life | 6 years 6 months 11 days | |||
Vested, Weighted Average Remaining Contractual Life | 4 years 6 months | |||
Exercised, Aggregate Intrinsic Value | $ 2,656 | $ 3,164 | $ 2,600 | [1] |
Outstanding, Aggregate Intrinsic Value | 3,247 | |||
Vested and Expected to Vest, Aggregate Intrinsic Value | 3,247 | |||
Vested, Aggregate Intrinsic Value | $ 3,247 | |||
[1] | Represents the total difference between the Company's stock price at the time of exercise and the stock option exercise price, multiplied by the number of options exercised. |
Stock-Based Compensation (Outst
Stock-Based Compensation (Outstanding Stock Options Grants) (Details) - Employee Stock Option | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
$1.64 - $6.91 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Range, Lower Range Limit (in USD per share) | $ 1.64 |
Exercise Price Range, Upper Range Limit (in USD per share) | $ 6.91 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Granted Stock Options Outstanding (in shares) | shares | 1,756,509 |
Weighted- Average Remaining Contractual Life (Years) | 2 years 11 months 12 days |
Weighted- Average Exercise Price (in USD per share) | $ 3.99 |
Granted Stock Options Exercisable (in shares) | shares | 1,584,707 |
Weighted- Average Exercise Price (in USD per share) | $ 3.69 |
$7.00 - $7.25 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Range, Lower Range Limit (in USD per share) | 7 |
Exercise Price Range, Upper Range Limit (in USD per share) | $ 7.25 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Granted Stock Options Outstanding (in shares) | shares | 1,032,575 |
Weighted- Average Remaining Contractual Life (Years) | 8 years 5 months 5 days |
Weighted- Average Exercise Price (in USD per share) | $ 7.23 |
Granted Stock Options Exercisable (in shares) | shares | 240,149 |
Weighted- Average Exercise Price (in USD per share) | $ 7.21 |
$7.26 - $7.53 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Range, Lower Range Limit (in USD per share) | 7.26 |
Exercise Price Range, Upper Range Limit (in USD per share) | $ 7.53 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Granted Stock Options Outstanding (in shares) | shares | 2,140,066 |
Weighted- Average Remaining Contractual Life (Years) | 8 years 6 months 7 days |
Weighted- Average Exercise Price (in USD per share) | $ 7.53 |
Granted Stock Options Exercisable (in shares) | shares | 186,917 |
Weighted- Average Exercise Price (in USD per share) | $ 7.50 |
$7.57 - $13.17 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Range, Lower Range Limit (in USD per share) | 7.57 |
Exercise Price Range, Upper Range Limit (in USD per share) | $ 13.17 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Granted Stock Options Outstanding (in shares) | shares | 1,809,080 |
Weighted- Average Remaining Contractual Life (Years) | 6 years 9 months 22 days |
Weighted- Average Exercise Price (in USD per share) | $ 11.17 |
Granted Stock Options Exercisable (in shares) | shares | 849,003 |
Weighted- Average Exercise Price (in USD per share) | $ 11.39 |
$13.21 - $17.60 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Range, Lower Range Limit (in USD per share) | 13.21 |
Exercise Price Range, Upper Range Limit (in USD per share) | $ 17.60 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Granted Stock Options Outstanding (in shares) | shares | 1,934,985 |
Weighted- Average Remaining Contractual Life (Years) | 6 years 11 months 19 days |
Weighted- Average Exercise Price (in USD per share) | $ 15.08 |
Granted Stock Options Exercisable (in shares) | shares | 927,931 |
Weighted- Average Exercise Price (in USD per share) | $ 14.94 |
$1.64 - $17.60 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Range, Lower Range Limit (in USD per share) | 1.64 |
Exercise Price Range, Upper Range Limit (in USD per share) | $ 17.60 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Granted Stock Options Outstanding (in shares) | shares | 8,673,215 |
Weighted- Average Remaining Contractual Life (Years) | 6 years 8 months 5 days |
Weighted- Average Exercise Price (in USD per share) | $ 9.22 |
Granted Stock Options Exercisable (in shares) | shares | 3,788,707 |
Weighted- Average Exercise Price (in USD per share) | $ 8.58 |
Stock-Based Compensation (Restr
Stock-Based Compensation (Restricted Stock Award Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Unvested at beginning of period (in shares) | [1] | 885,060 | ||
Granted (in shares) | [1] | 758,128 | ||
Cancelled (in shares) | [1] | (87,231) | ||
Vested (in shares) | [1] | (245,938) | ||
Unvested at end of period (in shares) | [1] | 1,310,019 | 885,060 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Unvested, Weighted Average Fair Value per Share at Grant Date, beginning balance (in USD per share) | $ 13.45 | |||
Granted, Weighted Average Fair Value Per Share at Grant Date (in USD per share) | 8.29 | $ 16.03 | $ 13.25 | |
Forfeited, Weighted Average Fair Value Per Share at Grant Date (in USD per share) | 14.45 | |||
Vested, Weighted Average Fair Value Per Share at Grant Date (in USD per share) | 14.29 | |||
Unvested, Weighted Average Fair Value per Share at Grant Date, ending balance (in USD per share) | $ 10.24 | $ 13.45 | ||
Granted, Grant Date Fair Value | $ 6,285 | |||
Vested, Vest Date Fair Value | [2] | $ 2,608 | ||
Performance stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Granted (in shares) | [1] | 233,482 | ||
[1] | Shares granted in 2016 include 233,482 performance stock units that have certain performance conditions required to be achieved to vest. | |||
[2] | Represents the Company's stock price on the vesting date multiplied by the number of vested shares. |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 02, 2015 | Dec. 10, 2013 | |
Earnings Per Share [Abstract] | |||||||||||||
Net loss | $ (24,924,000) | $ (15,245,000) | $ (66,837,000) | $ (47,671,000) | $ (15,293,000) | $ (10,917,000) | $ (13,001,000) | $ (11,213,000) | $ (154,677,000) | $ (50,424,000) | $ (32,418,000) | ||
Shares used in computing basic and diluted net loss per share (in shares) | 80,976 | 67,671 | 65,225 | ||||||||||
Basic and diluted net loss per share (in USD per share) | $ (0.30) | $ (0.18) | $ (0.81) | $ (0.62) | $ (0.22) | $ (0.16) | $ (0.19) | $ (0.17) | $ (1.91) | $ (0.75) | $ (0.50) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Securities excluded from calculations of net loss per share because impact would have been anti-dilutive (in shares) | 1,747 | 2,014 | 2,325 | ||||||||||
Potential effective of dilutive shares (in shares) | 14,767 | 14,767 | 3,588 | ||||||||||
2.25% Convertible Senior Notes | Convertible Senior Notes | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Convertible notes, face amount | $ 86,300,000 | ||||||||||||
Convertible notes, stated percentage | 2.25% | ||||||||||||
3.25% Convertible Senior Notes | Convertible Senior Notes | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Convertible notes, face amount | $ 125,000,000 | ||||||||||||
Convertible notes, stated percentage | 3.25% | ||||||||||||
Common stock options | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Securities excluded from calculations of net loss per share because impact would have been anti-dilutive (in shares) | 1,248 | 1,651 | 1,822 | ||||||||||
Restricted stock awards | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Securities excluded from calculations of net loss per share because impact would have been anti-dilutive (in shares) | 129 | 133 | 321 | ||||||||||
Restricted stock units | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Securities excluded from calculations of net loss per share because impact would have been anti-dilutive (in shares) | 370 | 230 | 182 |
Credit Facilities (Convertible
Credit Facilities (Convertible Senior Notes and Capped Call Transactions) (Details) $ / shares in Units, $ in Thousands | Dec. 10, 2013USD ($)d$ / shares$ / security | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Line of Credit Facility [Line Items] | ||||
Proceeds from convertible debt | $ 0 | $ 125,000 | $ 0 | |
Convertible notes | 177,178 | 167,748 | ||
Payments of derivative issuance costs | $ 7,400 | |||
Convertible Senior Notes | 2.25% Convertible Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Convertible notes, face amount | $ 86,300 | |||
Convertible notes, stated percentage | 2.25% | |||
Proceeds from convertible debt | $ 82,600 | |||
Debt instrument, redemption price, percentage | 100.00% | |||
Convertible debt, conversion ratio | 0.0416051 | |||
Convertible debt, conversion price (in dollars per share) | $ / shares | $ 24.04 | |||
Debt instrument, debt default, declaration by note holders, percentage | 25.00% | |||
Debt instrument, fair value | $ 66,900 | |||
Debt instrument, embedded conversion option | 19,300 | |||
Unamortized debt discount | $ 3,700 | |||
Convertible notes | 77,800 | |||
Deferred financing costs | 1,400 | |||
Derivative, cap price | $ / security | 29.02 | |||
Convertible Senior Notes | 2.25% Convertible Senior Notes | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Estimated annual interest expense, debt | 5,700 | |||
Convertible Senior Notes | 2.25% Convertible Senior Notes | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Estimated annual interest expense, debt | $ 6,900 | |||
Convertible Senior Notes | 2.25% Convertible Senior Notes | Other Assets | ||||
Line of Credit Facility [Line Items] | ||||
Unamortized debt discount | $ 2,900 | |||
Convertible Senior Notes | 2.25% Convertible Senior Notes | Other Assets | Accounting Standards Update 2015-03 | ||||
Line of Credit Facility [Line Items] | ||||
Debt issuance costs | (1,900) | |||
Convertible Senior Notes | 2.25% Convertible Senior Notes | Additional Paid-In Capital | ||||
Line of Credit Facility [Line Items] | ||||
Unamortized debt discount | $ 800 | |||
Convertible Senior Notes | 2.25% Convertible Senior Notes | Long-term Debt | Accounting Standards Update 2015-03 | ||||
Line of Credit Facility [Line Items] | ||||
Debt issuance costs | $ 1,900 | |||
Convertible Senior Notes | 2.25% Convertible Senior Notes | On or after December 15, 2016 | ||||
Line of Credit Facility [Line Items] | ||||
Convertible debt redemption, trading days threshold | d | 20 | |||
Convertible debt redemption, consecutive trading days threshold | 30 days | |||
Convertible debt redemption, percentage of stock price trigger, percentage | 130.00% | |||
Debt instrument, redemption price, percentage | 100.00% | |||
Convertible Senior Notes | 2.25% Convertible Senior Notes | Business Day Immediately Preceding September 15, 2018 | ||||
Line of Credit Facility [Line Items] | ||||
Convertible debt redemption, trading days threshold | d | 20 | |||
Convertible debt redemption, consecutive trading days threshold | 30 days | |||
Convertible debt redemption, percentage of stock price trigger, percentage | 130.00% | |||
Debt instrument, redemption price, percentage | 98.00% | |||
Convertible debt redemption, business days threshold | d | 5 | |||
Convertible debt redemption, consecutive business days threshold | 5 years |
Credit Facilities (3.25% Conver
Credit Facilities (3.25% Convertible Senior Notes due 2020) (Details) | Jun. 02, 2016USD ($)shares | Nov. 02, 2015USD ($)$ / shares | Dec. 10, 2013USD ($)$ / shares | Feb. 29, 2016USD ($) | Feb. 23, 2016shares | Dec. 31, 2016USD ($)dshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | Jun. 01, 2016shares |
Debt Instrument [Line Items] | |||||||||
Convertible notes | $ 177,178,000 | $ 167,748,000 | |||||||
Common stock, authorized (in shares) | shares | 135,000,000 | 135,000,000 | 100,000,000 | 100,000,000 | |||||
Adjustment to additional paid-in capital, conversion of Senior Notes | $ 68,600,000 | ||||||||
Change in fair value of derivative liabilities | $ 43,831,000 | $ 0 | $ 0 | ||||||
TriVascular Technologies, Inc. | |||||||||
Debt Instrument [Line Items] | |||||||||
Shares issued in connection with acquisition (in shares) | shares | 13,600,000 | ||||||||
Convertible Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Reclassification of conversion features to derivative liabilities | $ 24,800,000 | ||||||||
Convertible Senior Notes | 3.25% Convertible Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible notes, face amount | $ 125,000,000 | ||||||||
Convertible notes, stated percentage | 3.25% | ||||||||
Convertible debt redemption, trading days threshold | d | 20 | ||||||||
Convertible debt redemption, consecutive trading days threshold | 30 days | ||||||||
Convertible debt redemption, percentage of stock price trigger, percentage | 130.00% | ||||||||
Debt instrument, redemption price, percentage | 98.00% | 100.00% | |||||||
Convertible debt redemption, consecutive business days threshold | 5 days | ||||||||
Convertible debt redemption, business days threshold | d | 5 | ||||||||
Convertible debt, conversion ratio | 0.0894314 | ||||||||
Convertible debt, conversion price (in dollars per share) | $ / shares | $ 11.18 | ||||||||
Debt instrument, fair value | $ 97,800,000 | ||||||||
Debt instrument, embedded conversion option | $ 27,200,000 | ||||||||
Unamortized debt discount | 3,700,000 | ||||||||
Convertible notes | 103,100,000 | ||||||||
Deferred financing costs | 2,400,000 | ||||||||
Convertible Senior Notes | 3.25% Convertible Senior Notes | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Estimated annual interest expense, debt | 9,100,000 | ||||||||
Convertible Senior Notes | 3.25% Convertible Senior Notes | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Estimated annual interest expense, debt | 10,700,000 | ||||||||
Convertible Senior Notes | 3.25% Convertible Senior Notes | Other Assets | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized debt discount | 2,900,000 | ||||||||
Convertible Senior Notes | 3.25% Convertible Senior Notes | Other Assets | Accounting Standards Update 2015-03 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs | (2,900,000) | ||||||||
Convertible Senior Notes | 3.25% Convertible Senior Notes | Additional Paid-In Capital | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized debt discount | $ 800,000 | ||||||||
Convertible Senior Notes | 3.25% Convertible Senior Notes | Long-term Debt | Accounting Standards Update 2015-03 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs | 2,900,000 | ||||||||
Convertible Senior Notes | 2.25% Convertible Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible notes, face amount | $ 86,300,000 | ||||||||
Convertible notes, stated percentage | 2.25% | ||||||||
Debt instrument, redemption price, percentage | 100.00% | ||||||||
Convertible debt, conversion ratio | 0.0416051 | ||||||||
Convertible debt, conversion price (in dollars per share) | $ / shares | $ 24.04 | ||||||||
Debt instrument, fair value | $ 66,900,000 | ||||||||
Debt instrument, embedded conversion option | 19,300,000 | ||||||||
Unamortized debt discount | 3,700,000 | ||||||||
Convertible notes | 77,800,000 | ||||||||
Deferred financing costs | 1,400,000 | ||||||||
Convertible Senior Notes | 2.25% Convertible Senior Notes | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Estimated annual interest expense, debt | 5,700,000 | ||||||||
Convertible Senior Notes | 2.25% Convertible Senior Notes | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Estimated annual interest expense, debt | $ 6,900,000 | ||||||||
Convertible Senior Notes | 2.25% Convertible Senior Notes | Other Assets | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized debt discount | 2,900,000 | ||||||||
Convertible Senior Notes | 2.25% Convertible Senior Notes | Other Assets | Accounting Standards Update 2015-03 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs | (1,900,000) | ||||||||
Convertible Senior Notes | 2.25% Convertible Senior Notes | Additional Paid-In Capital | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized debt discount | $ 800,000 | ||||||||
Convertible Senior Notes | 2.25% Convertible Senior Notes | Long-term Debt | Accounting Standards Update 2015-03 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs | $ 1,900,000 |
Credit Facilities (Various cred
Credit Facilities (Various credit facilities) (Details) | Jul. 29, 2016USD ($) | Jul. 21, 2015USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jul. 31, 2016USD ($) | Jul. 11, 2016USD ($) | Mar. 31, 2016USD ($) |
Line of Credit Facility [Line Items] | |||||||
Restricted cash | $ 2,000,000 | ||||||
Revolving Credit Facility | Bank of America | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 | ||||||
Debt instrument, term | 2 years | ||||||
Debt instrument, termination notice period | 3 days | ||||||
Debt covenant, minimum current ratio | 1.5 | ||||||
Revolving Credit Facility | Japan Lifeline Co., Ltd. | |||||||
Line of Credit Facility [Line Items] | |||||||
Amount borrowed | $ 6,000,000 | ||||||
Convertible notes, stated percentage | 1.50% | ||||||
Revolving Credit Facility | MidCap Financial Trust | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | ||||||
Amount borrowed | $ 0 | ||||||
Interest rate at end of period | 4.80% | ||||||
Maximum amount on which fees are calculated | $ 10,000,000 | ||||||
Unused line fee | 0.50% | ||||||
Collateral management fee | 0.50% | ||||||
Deferred financing costs | $ 900,000 | $ 900,000 | |||||
Debt issuance costs | $ 800,000 | ||||||
Revolving Credit Facility | MidCap Financial Trust | London Interbank Offered Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 4.10% | ||||||
Variable rate, maximum | 0.50% | ||||||
Revolving Credit Facility | Minimum | Bank of America | |||||||
Line of Credit Facility [Line Items] | |||||||
Liquidation proceeds, credit derivative (not less than) | $ 30,000,000 | ||||||
Letter of Credit | Bank of America | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 |
Revenue by Geographic Region (D
Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Revenue | $ 47,463 | $ 52,122 | $ 50,974 | $ 42,366 | $ 39,232 | $ 38,231 | $ 39,479 | $ 36,671 | $ 192,925 | $ 153,612 | $ 147,588 |
United States | |||||||||||
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Revenue | 136,111 | 107,228 | 106,052 | ||||||||
Total International | |||||||||||
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Revenue | $ 56,814 | $ 46,384 | $ 41,536 | ||||||||
Geographic Concentration Risk | Sales | |||||||||||
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | ||||||||
Geographic Concentration Risk | Sales | United States | |||||||||||
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Concentration risk, percentage | 70.60% | 69.80% | 71.90% | ||||||||
Geographic Concentration Risk | Sales | Total International | |||||||||||
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Concentration risk, percentage | 29.40% | 30.20% | 28.10% |
Commitments and Contingencies55
Commitments and Contingencies (Details) $ in Thousands | Mar. 17, 2016USD ($) | Feb. 01, 2014 | Jun. 12, 2013USD ($)ft²facilityoption | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||||||
2,017 | $ 3,751 | |||||
2,018 | 2,643 | |||||
2,019 | 2,418 | |||||
2,020 | 2,512 | |||||
2,021 | 2,484 | |||||
2022 and thereafter | 20,401 | |||||
Total | 34,209 | |||||
Rent expense | $ 3,300 | $ 2,300 | $ 2,700 | |||
Number of facilities | facility | 2 | |||||
Operating Leased Assets [Line Items] | ||||||
Term of contract | 15 years | |||||
Number of renewal options | option | 1 | |||||
Renewal term | 5 years | |||||
Minimum rentals | $ 1,900 | |||||
Operating Leases, Future Minimum Payments Due, Base Rent Increases [Abstract] | ||||||
2,015 | 3.00% | |||||
2,016 | 3.00% | |||||
2,017 | 3.00% | |||||
2,018 | 3.00% | |||||
2,019 | 3.00% | |||||
2020 and beyond | 4.00% | |||||
Abatement period | 9 months | |||||
Landlord improvement allowance | $ 6,800 | |||||
Litigation settlement, amount | $ 4,700 | |||||
Loss on contract termination | $ 2,500 | $ 1,900 | ||||
Office, Research and Development and Manufacturing Facilities | ||||||
Operating Leased Assets [Line Items] | ||||||
Facility, area | ft² | 129,000 | |||||
Administrative Office | ||||||
Operating Leased Assets [Line Items] | ||||||
Facility, area | ft² | 2,900 | |||||
Manufacturing Facility | ||||||
Operating Leased Assets [Line Items] | ||||||
Facility, area | ft² | 110,000 | |||||
Renewal term | 5 years | |||||
Minimum | ||||||
Operating Leases, Future Minimum Payments Due, Base Rent Increases [Abstract] | ||||||
Severance payment, period, prior to change in control | 6 months | |||||
Severance payment, period, following change in control | 18 months | |||||
Maximum | ||||||
Operating Leases, Future Minimum Payments Due, Base Rent Increases [Abstract] | ||||||
Severance payment, period, prior to change in control | 18 months | |||||
Severance payment, period, following change in control | 24 months |
Contingently Issuable Common 56
Contingently Issuable Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Jun. 17, 2014 | Dec. 10, 2010 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 16, 2014 |
Fair Value of Contingently Issuable Common Stock [Roll Forward] | ||||||
Fair value of contingent payment, beginning balance | $ 14,700 | |||||
Change in fair value of contingent consideration related to acquisition | (2,500) | $ 100 | $ (7,928) | |||
Fair value of contingent payment, ending balance | $ 12,200 | $ 14,700 | ||||
Nelix Milestones | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price of common shares (in shares) | 2 | |||||
Contingently issuable shares (in shares) | 10.2 | |||||
Fair value of contingent payment | $ 28,200 | |||||
OUS Milestone | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price of common shares (in shares) | 2.7 | |||||
Contingent consideration liability, lower estimate | 10,000 | |||||
Contingent consideration liability, upper estimate | $ 24,000 | |||||
OUS Milestone | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Shares issuable upon milestone achievement, high end (in shares) | 6.9 | |||||
Shares issuable upon milestone achievement, low end (in shares) | 1.3 | |||||
OUS Milestone | Common Stock | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Share price (in USD per share) | $ 3.50 | |||||
OUS Milestone | Common Stock | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Share price (in USD per share) | $ 7.50 | |||||
PMA Milestone | ||||||
Business Acquisition [Line Items] | ||||||
Value of common shares | $ 15,000 | |||||
Closing stock price (in USD per share) | $ 5.72 | |||||
Hypothetical fair value | $ 11,400 | |||||
PMA Milestone | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Closing stock price (in USD per share) | $ 4.50 | |||||
Nellix | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price of common shares (in shares) | 3.2 | |||||
Value of common shares | $ 19,400 |
Income Tax Expense (Components
Income Tax Expense (Components of Net Loss and Income Tax (Benefit) Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||
United States | $ (135,925) | $ (44,114) | $ (9,799) |
Foreign | (18,254) | (15,647) | (22,681) |
Net loss before income tax | (154,179) | (59,761) | (32,480) |
Current: | |||
Federal | (50) | 50 | (20) |
State | 90 | 100 | 181 |
Foreign | 458 | 148 | 24 |
Total current | 498 | 298 | 185 |
Deferred: | |||
Federal | 0 | (8,621) | (10) |
State | 0 | (1,008) | 0 |
Foreign | 0 | (6) | (237) |
Total deferred | 0 | (9,635) | (247) |
Total: | |||
Federal | (50) | (8,571) | (30) |
State | 90 | (908) | 181 |
Foreign | 458 | 142 | (213) |
Income tax expense (benefit) | $ 498 | $ (9,337) | $ (62) |
Income Tax Expense (Narrative)
Income Tax Expense (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 03, 2016 | |
Operating Loss Carryforwards [Line Items] | ||||
U.S. Federal statutory rate to net income (loss) before taxes | 34.00% | |||
Deferred tax assets, valuation allowance | $ 133,784 | $ 67,172 | ||
Change in valuation allowance | 66,600 | |||
Net change in valuation allowance, recorded as tax expense | 35,678 | 10,052 | $ 8,930 | |
Deferred tax asset related to compensation benefits as well as Federal and State net operating loss carryforwards | 10,300 | |||
Decrease in net operating loss carryforwards | (124,881) | (66,280) | ||
Decrease in research and development credits | (21,374) | (8,948) | ||
Undistributed earnings of foreign subsidiaries | 119 | |||
Provision for income taxes | $ 498 | $ (9,337) | $ (62) | |
Effective tax rate | 0.32% | |||
Internal Revenue Service (IRS) | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards, domestic | $ 300,400 | |||
Internal Revenue Service (IRS) | Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforward amount | 9,000 | |||
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards, state and local | 185,200 | |||
State and Local Jurisdiction | Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforward amount | 13,400 | |||
Income Tax Expense (Benefit) | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net change in valuation allowance, recorded as tax expense | 35,700 | |||
TriVascular Technologies, Inc. | Income Tax Expense (Benefit) | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net change in valuation allowance, recorded as tax expense | $ 30,900 | |||
Scenario, Adjustment | TriVascular Technologies, Inc. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Decrease in research and development credits | $ 3,100 | |||
Scenario, Adjustment | TriVascular Technologies, Inc. | State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Decrease in net operating loss carryforwards | 210,600 | |||
Scenario, Adjustment | TriVascular Technologies, Inc. | Domestic Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Decrease in net operating loss carryforwards | $ 230,300 |
Income Tax Expense (Income Tax
Income Tax Expense (Income Tax Benefit Computation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit at federal statutory rate | $ (52,418) | $ (20,315) | $ (11,043) |
State income tax expense (benefit), net of federal benefit | (2,323) | (937) | (1,097) |
Meals and entertainment | 445 | 328 | 279 |
Research and development credits | (2,041) | (1,756) | (4,897) |
Stock-based compensation | 2,604 | 1,633 | 1,161 |
Derivative gain/loss | 14,903 | 0 | 0 |
Contingent consideration | (850) | 34 | (2,696) |
Foreign tax rate differential | 1,394 | 1,013 | 1,418 |
Net change in valuation allowance | 35,678 | 10,052 | 8,930 |
Return to provision true-up | 1,981 | 583 | 593 |
Unrecognized tax benefits | 971 | 928 | 6,444 |
Other, net | 154 | (900) | 846 |
Income tax expense (benefit) | $ 498 | $ (9,337) | $ (62) |
Income Tax Expense (Component60
Income Tax Expense (Components of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred: | ||
Net operating loss carryforwards | $ 124,881 | $ 66,280 |
Accrued expenses | 6,582 | 4,391 |
Tax credits | 11,314 | 8,438 |
Bad debt | 91 | 81 |
Inventory | 4,424 | 2,307 |
Capitalized research and development | 21,374 | 8,948 |
Deferred compensation | 3,596 | 3,075 |
Other | 964 | 1,659 |
Deferred tax asset | 173,226 | 95,179 |
Valuation allowance | (133,784) | (67,172) |
Total deferred tax assets | 39,442 | 28,007 |
Deferred Tax Liabilities, Net [Abstract] | ||
Depreciation and amortization | (15,316) | (1,183) |
Convertible debt | (9,760) | (12,056) |
Other | 0 | 0 |
Total deferred tax liabilities | (40,321) | (28,886) |
Net deferred tax liability | (879) | (879) |
Trademarks and trade names | ||
Deferred Tax Liabilities, Net [Abstract] | ||
Intangible assets | (1,027) | (1,002) |
Developed Technology and Trademark | ||
Deferred Tax Liabilities, Net [Abstract] | ||
Intangible assets | $ (14,218) | $ (14,645) |
Income Tax Expense (Reconciliat
Income Tax Expense (Reconciliation of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, Beginning balance | $ 8,928 | $ 7,808 |
Additions for tax positions related to prior periods | 1,654 | 50 |
Decreases related to prior year tax positions | (95) | 0 |
Lapse of statute of limitations | 0 | 0 |
Additions for tax positions related to current period | 1,267 | 1,070 |
Unrecognized tax benefits, Ending balance | $ 11,754 | $ 8,928 |
Quarterly Results of Operatio62
Quarterly Results of Operations (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 47,463 | $ 52,122 | $ 50,974 | $ 42,366 | $ 39,232 | $ 38,231 | $ 39,479 | $ 36,671 | $ 192,925 | $ 153,612 | $ 147,588 |
Gross Profit | 29,461 | 36,931 | 29,459 | 27,941 | 23,717 | 27,036 | 24,132 | 26,906 | 69,133 | 51,821 | 41,801 |
Operating expenses | 51,669 | 48,165 | 52,687 | 66,345 | 45,483 | 36,370 | 36,282 | 36,569 | 218,866 | 154,704 | 134,933 |
Net loss | $ (24,924) | $ (15,245) | $ (66,837) | $ (47,671) | $ (15,293) | $ (10,917) | $ (13,001) | $ (11,213) | $ (154,677) | $ (50,424) | $ (32,418) |
Basic and diluted net loss per share (in USD per share) | $ (0.30) | $ (0.18) | $ (0.81) | $ (0.62) | $ (0.22) | $ (0.16) | $ (0.19) | $ (0.17) | $ (1.91) | $ (0.75) | $ (0.50) |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring, expected cost | $ 11,300 | ||
Restructuring Reserve [Roll Forward] | |||
Accrual, beginning balance | 0 | ||
Restructuring costs | 11,093 | $ 0 | $ 0 |
Utilization | (8,339) | ||
Accrual, ending balance | $ 2,754 | $ 0 |
TriVascular Merger (Price Consi
TriVascular Merger (Price Consideration) (Details) - TriVascular Technologies, Inc. $ in Thousands | Feb. 03, 2016USD ($) |
Business Acquisition [Line Items] | |
Cash consideration | $ 84,634 |
Common stock consideration | 100,812 |
Fair value of assumed TriVascular stock warrants | 44 |
Total purchase consideration | $ 185,490 |
TriVascular Merger (Narrative)
TriVascular Merger (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 03, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||||||||
Share price (in dollars per share) | $ 7.42 | |||||||||||
Net sales | $ 47,463 | $ 52,122 | $ 50,974 | $ 42,366 | $ 39,232 | $ 38,231 | $ 39,479 | $ 36,671 | $ 192,925 | $ 153,612 | $ 147,588 | |
TriVascular Technologies, Inc. | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Equity consideration issued in merger (in shares) | 13,586,503 | |||||||||||
Equity consideration issued in merger | $ 100,800 | |||||||||||
Revision of net assets acquired and goodwill | 27,100 | |||||||||||
Adjustment to accounts receivable, increase | 200 | |||||||||||
Adjustment to accrued liabilities and other, increase | 600 | |||||||||||
Adjustment to inventories, increase (decrease) | 200 | |||||||||||
Adjustment to prepaid expenses and other current assets, increase | 100 | |||||||||||
Adjustment to intangible assets, decrease | 27,000 | |||||||||||
Adjustment to amortization of intangibles, decrease | 300 | |||||||||||
Gross contractual trade receivables | 5,800 | |||||||||||
Intangible assets | 46,200 | |||||||||||
Net sales | $ 40,000 | |||||||||||
TriVascular Technologies, Inc. | In-process research and development | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets | 11,200 | |||||||||||
TriVascular Technologies, Inc. | Customer relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets | $ 7,500 | |||||||||||
Acquired intangible assets, useful life | 10 years | |||||||||||
TriVascular Technologies, Inc. | Developed technology | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets | $ 27,500 | |||||||||||
Acquired intangible assets, useful life | 11 years | |||||||||||
TriVascular Technologies, Inc. | Cost of goods sold | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Adjustment to amortization of intangibles, decrease | 200 | |||||||||||
TriVascular Technologies, Inc. | Marketing and sales | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Adjustment to amortization of intangibles, decrease | $ 49 |
TriVascular Merger (Assets and
TriVascular Merger (Assets and Liabilities Acquired) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Feb. 03, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||||
Goodwill | [1] | $ 120,711 | $ 28,685 | |
TriVascular Technologies, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 24,012 | |||
Short-term investments | 3,008 | |||
Accounts receivable | 5,780 | |||
Inventories | 17,765 | |||
Prepaid expenses and other current assets | 1,895 | |||
Property and equipment | 3,152 | |||
Intangible assets | 46,200 | |||
Other assets | 317 | |||
Accounts payable | (2,214) | |||
Accrued liabilities and other | (6,450) | |||
Notes payable | (61) | |||
Net assets acquired | 93,404 | |||
Goodwill | 92,086 | $ 28,685 | ||
Total preliminary purchase consideration | $ 185,490 | |||
[1] | Difference in the value between these dates is mainly due to acquisition of TriVascular. Refer to Note 13 of the consolidated financial statements for further discussion. |
TriVascular Merger (Carrying Am
TriVascular Merger (Carrying Amount of Goodwill) (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($) | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 28,685 | [1] |
Goodwill, ending balance | 120,711 | [1] |
TriVascular Technologies, Inc. | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 28,685 | |
Goodwill acquired from the Merger | 92,086 | |
Foreign currency translation adjustment | $ (60) | |
[1] | Difference in the value between these dates is mainly due to acquisition of TriVascular. Refer to Note 13 of the consolidated financial statements for further discussion. |
TriVascular Merger (Pro-Forma I
TriVascular Merger (Pro-Forma Information) (Details) - TriVascular Technologies, Inc. - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||||
Pro forma net loss from continuing operations | $ 195,596 | $ 190,605 | ||
Pro forma net loss from continuing operations | $ (150,054) | $ (113,534) | ||
Pro forma basic net loss per share (in dollars per share) | $ (0.30) | $ (0.37) | $ (1.82) | $ (1.40) |
Pro forma diluted net loss per share (in dollars per share) | $ (0.30) | $ (0.37) | $ (1.82) | $ (1.40) |
Schedule II - Valuation and Q69
Schedule II - Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | $ 226 | $ 185 | $ 399 | |
Additions to Bad Debt Expense | 916 | 107 | 0 | |
Charged to Other Accounts | 0 | 0 | 0 | |
Deductions | [1] | (105) | (66) | (214) |
Balance at End of Period | $ 1,037 | $ 226 | $ 185 | |
[1] | Deductions represent the actual write-off of accounts receivable balances. |