Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 01, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ENDOLOGIX INC /DE/ | |
Entity Central Index Key | 1,013,606 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
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 | 83,434,656 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 81,641 | $ 26,120 |
Restricted cash | 2,877 | 2,001 |
Marketable securities | 10,000 | 20,988 |
Accounts receivable, net allowance for doubtful accounts of $994 and $1,037, respectively. | 33,118 | 34,430 |
Other receivables | 390 | 1,787 |
Inventories | 43,555 | 41,160 |
Prepaid expenses and other current assets | 4,235 | 3,359 |
Total current assets | 175,816 | 129,845 |
Property and equipment, net | 21,300 | 23,265 |
Goodwill | 120,845 | 120,711 |
Intangibles, net | 82,570 | 84,511 |
Deposits and other assets | 1,536 | 1,352 |
Total assets | 402,067 | 359,684 |
Current liabilities: | ||
Accounts payable | 11,030 | 13,237 |
Accrued payroll | 16,933 | 19,997 |
Accrued expenses and other current liabilities | 10,001 | 11,668 |
Revolving line of credit | 24,297 | 0 |
Total current liabilities | 62,261 | 44,902 |
Deferred income taxes | 879 | 879 |
Deferred rent | 7,859 | 7,949 |
Other liabilities | 4,194 | 3,783 |
Contingently issuable common stock | 9,600 | 12,200 |
Debt | 220,520 | 177,178 |
Total liabilities | 305,313 | 246,891 |
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 shares authorized. 83,638,895 and 82,986,244 shares issued, respectively. 83,426,656 and 82,774,005 shares outstanding, respectively. | 84 | 83 |
Treasury stock, at cost, 212,239 shares. | (2,942) | (2,942) |
Additional paid-in capital | 588,194 | 567,765 |
Accumulated deficit | (491,207) | (453,601) |
Accumulated other comprehensive income | 2,625 | 1,488 |
Total stockholders’ equity | 96,754 | 112,793 |
Total liabilities and stockholders’ equity | $ 402,067 | $ 359,684 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Allowance for doubtful accounts | $ 994 | $ 1,037 |
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock authorized (in shares) | 135,000,000 | 135,000,000 |
Common stock issued (in shares) | 83,638,895 | 82,986,244 |
Common stock outstanding (in shares) | 83,426,656 | 82,774,005 |
Treasury stock (in shares) | 212,239 | 212,239 |
Convertible Preferred Stock | ||
Convertible preferred stock par value (in dollars 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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 48,556 | $ 50,974 | $ 91,168 | $ 93,340 |
Cost of goods sold | 16,332 | 21,515 | 30,302 | 35,940 |
Gross profit | 32,224 | 29,459 | 60,866 | 57,400 |
Operating expenses: | ||||
Research and development | 5,734 | 7,714 | 11,264 | 15,559 |
Clinical and regulatory affairs | 2,740 | 4,022 | 6,575 | 7,905 |
Marketing and sales | 23,781 | 28,824 | 49,681 | 56,742 |
General and administrative | 7,904 | 10,210 | 16,777 | 20,156 |
Restructuring costs | (29) | 790 | 137 | 8,114 |
Settlement costs | 0 | 0 | 0 | 4,650 |
Contract termination and business acquisition expenses | 0 | 1,127 | 0 | 5,905 |
Total operating expenses | 40,130 | 52,687 | 84,434 | 119,031 |
Loss from operations | (7,906) | (23,228) | (23,568) | (61,631) |
Other income (expense): | ||||
Interest income | 28 | 48 | 72 | 110 |
Interest expense | (5,803) | (3,815) | (10,098) | (7,597) |
Other income (expense), net | 223 | (556) | 176 | (912) |
Change in fair value of contingent consideration related to acquisition | 3,800 | (100) | 2,600 | (100) |
Loss on debt extinguishment | (6,512) | 0 | (6,512) | 0 |
Change in fair value of derivative liabilities | 0 | (38,743) | 0 | (43,831) |
Total other income (expense) | (8,264) | (43,166) | (13,762) | (52,330) |
Net loss before income tax expense | (16,170) | (66,394) | (37,330) | (113,961) |
Income tax expense | (122) | (443) | (276) | (546) |
Net loss | (16,292) | (66,837) | (37,606) | (114,507) |
Other comprehensive income (loss) foreign currency translation | 781 | 1,019 | 1,137 | 914 |
Comprehensive loss | $ (15,511) | $ (65,818) | $ (36,469) | $ (113,593) |
Basic and diluted net loss per share (in dollars per share) | $ (0.20) | $ (0.81) | $ (0.45) | $ (1.44) |
Shares used in computing basic and diluted net loss per share (in shares) | 83,247 | 82,072 | 83,087 | 79,368 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (37,606) | $ (114,507) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Bad debt expense | (89) | 0 |
Depreciation and amortization | 4,645 | 4,229 |
Stock-based compensation | 6,188 | 6,768 |
Change in fair value of derivative liabilities | 0 | 43,831 |
Change in fair value of contingent consideration related to acquisition | (2,600) | 100 |
Accretion of interest & amortization of deferred financing costs on debt | 5,004 | 4,603 |
Non-cash foreign exchange loss (gain) | (206) | 810 |
Non-cash loss on debt extinguishment | 3,997 | 0 |
Changes in operating assets and liabilities: | ||
Restricted cash | (876) | 0 |
Accounts receivable and other receivables | 3,470 | (2,445) |
Inventories | (2,174) | 3,557 |
Prepaid expenses and other current assets | (762) | 1,100 |
Accounts payable | (3,486) | (5,812) |
Accrued payroll | (3,220) | 6,922 |
Accrued expenses and other liabilities | (1,092) | 1,889 |
Net cash used in operating activities | (28,807) | (48,955) |
Cash flows from investing activities: | ||
Purchases of marketable securities | 0 | (5,017) |
Maturities of marketable securities | 11,000 | 19,350 |
Purchases of property and equipment | (833) | (1,304) |
Acquisition of business, net of cash acquired of $0 and $24,012, respectively | 0 | (60,622) |
Net cash (used in) provided by investing activities | 10,167 | (47,593) |
Cash flows from financing activities: | ||
Net proceeds from revolving line of credit | 24,297 | 0 |
Deferred financing costs | (6,285) | 0 |
Proceeds from sale of common stock under employee stock purchase plan | 1,681 | 1,826 |
Proceeds from exercise of stock options | 449 | 1,777 |
Proceeds from issuance of debt | 120,000 | 0 |
Repayment of debt | (66,613) | 0 |
Minimum tax withholding paid on behalf of employees for restricted stock units | 0 | (134) |
Net cash provided by financing activities | 73,529 | 3,469 |
Effect of exchange rate changes on cash and cash equivalents | 632 | (26) |
Net (decrease) in cash and cash equivalents | 55,521 | (93,105) |
Cash and cash equivalents, beginning of period | 26,120 | 124,553 |
Cash and cash equivalents, end of period | 81,641 | 31,448 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 2,956 | 2,994 |
Cash paid for income taxes | 565 | 167 |
Non-cash investing and financing activities: | ||
Acquisition of property and equipment included in accounts payable | 26 | 0 |
Fair value of common stock issued for business acquisition | 0 | 100,812 |
Fair value of warrants issued for business acquisition | 0 | 44 |
Fair value of warrants issued in connection with the Facility Agreement | $ 14,704 | $ 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Cash Flows [Abstract] | ||
Cash acquired in acquisition of business | $ 0 | $ 24,012 |
Description of Business, Basis
Description of Business, Basis of Presentation, and Operating Segment | 6 Months Ended |
Jun. 30, 2017 | |
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, California 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 minimally invasive endovascular treatment of abdominal aortic aneurysms ("AAA"). The Company's AAA products include innovations for minimally-invasive endovascular aneurysm repair ("EVAR") or endovascular aneurysm 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 (the “Ovation” System), and the AFX® Endovascular AAA System (the “AFX” System) which features the VELA™ Proximal Endograft System, and the AFX2 Bifurcated Endograft System (the “AFX2” System). The Company's current EVAS product is the Nellix® EndoVascular Aneurysm Sealing System (the “Nellix EVAS System”). Sales of the Company's EVAR and EVAS platforms (including extensions and accessories) to hospitals in the U.S. and Europe, and to third-party international distributors worldwide, provide the sole source of the Company's reported revenue. On February 3, 2016, the Company completed its previously announced merger with TriVascular Technologies, Inc. (“TriVascular”). The merger with TriVascular expanded the Company's product offering and intellectual property, increased the Company's sales force, and enhanced our product development capabilities. The Company’s Ovation System consist of a radiopaque nitinol stent for suprarenal fixation and a low-permeability polytetrafluoroethylene (PTFE) graft. The stent is designed with integral anchors to enable fixation to the aortic wall. To seal the graft and to provide support for the aortic body legs into which the iliac limbs are deployed, the graft contains a network of inflatable rings that are filled with a liquid polymer that solidifies during the deployment procedure. The Company's AFX System consist of (i) a cobalt chromium alloy stent covered by polytetrafluoroethylene (commonly referred to as "ePTFE") graft material and (ii) accompanying delivery systems. Once fixed in its proper position within the abdominal aortic bifurcation, the Company's AFX System provides a conduit for blood flow, thereby relieving pressure within the weakened or “aneurysmal” section of the vessel wall, which greatly reduces the potential for the AAA to rupture. The Company's Nellix EVAS System consists of (i) bilateral covered stents with endobags, (ii) a biocompatible polymer injected into the endobags to seal the aneurysm and (iii) a delivery system and polymer dispenser. The Company's Nellix EVAS System seals the entire aneurysm sac effectively excluding the aneurysm reducing the likelihood of future aneurysm rupture. Additionally, the Nellix EVAS System has the potential to reduce post procedural re-interventions. (b) Basis of Presentation The accompanying Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). These financial statements include the financial position, results of operations, and cash flows of the Company, including its subsidiaries, all of which are wholly-owned. All inter-company accounts and transactions have been eliminated in consolidation. For the three and six months ended June 30, 2017 and 2016 , there were no related party transactions. The interim financial data as of June 30, 2017 is unaudited and is not necessarily indicative of the results for a full year. In the opinion of the Company's management, the interim data includes normal and recurring adjustments necessary for a fair presentation of the Company's financial results for the three and six months ended June 30, 2017 . Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations relating to interim financial statements. The interim financial data includes the results of TriVascular, beginning on February 3, 2016, the effective date of the merger. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with the Company's audited Consolidated Financial Statements and Notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , filed with the SEC on March 1, 2017. (c) Operating Segment The Company has one operating and reporting segment that is focused exclusively on the development, manufacture, marketing, and sale of EVAR and EVAS product for the treatment of aortic disorders. For the three and six months ended June 30, 2017 , all of the Company's revenue and related expenses were solely attributable to these activities. Substantially all of the Company's long-lived assets are located in the U.S. |
Use of Estimates and Summary of
Use of Estimates and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
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, revenue and expenses, and related disclosure of contingent liabilities. On an on-going basis, the Company's management evaluates its estimates, including those related to (i) collectibility of customer accounts; (ii) whether the cost of inventories can be recovered; (iii) the value of goodwill and intangible assets; (iv) realization of tax assets and estimates of tax liabilities; (v) likelihood of payment and value of contingent liabilities; and (vi) potential outcome of litigation. Such estimates are based on management's judgment which takes into account historical experience and various assumptions. Nonetheless, actual results may differ from management's estimates. For a complete summary of the Company's significant accounting policies, please refer to Note 2, "Use of Estimates and Summary of Significant Accounting Policies", in Part II, Item 8, of the Company's 2016 Annual Report on Form 10-K for the year ended December 31, 2016 , filed with the SEC on March 1, 2017. There have been no material changes to the Company's significant accounting policies during the three and six months ended June 30, 2017 . |
Balance Sheet Account Detail
Balance Sheet Account Detail | 6 Months Ended |
Jun. 30, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Account Detail | Balance Sheet Account Detail (a) Property and Equipment Property and equipment consisted of the following: June 30, December 31, Production equipment, molds, and office furniture $ 11,908 $ 11,714 Computer hardware and software 8,746 8,162 Leasehold improvements 15,495 15,495 Construction in progress (software and related implementation, production equipment, and leasehold improvements) 842 839 Property and equipment, at cost $ 36,991 $ 36,210 Accumulated depreciation (15,691 ) (12,945 ) Property and equipment, net $ 21,300 $ 23,265 Depreciation expense for property and equipment for the three months ended June 30, 2017 and 2016 was $1.3 million and $1.3 million , respectively. For the six months ended June 30, 2017 and 2016 depreciation expense for property and equipment was $2.7 million and $2.6 million , respectively. (b) Inventories Inventories consisted of the following: June 30, December 31, Raw materials $ 11,291 $ 13,133 Work-in-process 11,767 10,139 Finished goods 20,497 17,888 Total Inventories $ 43,555 $ 41,160 (c) Goodwill and Intangible Assets The following table presents goodwill, indefinite lived intangible assets, finite lived intangible assets and related accumulated amortization: June 30, December 31, Goodwill $ 120,845 $ 120,711 Intangible assets: Indefinite lived intangibles Trademarks and trade names $ 2,708 $ 2,708 In-process research and development 11,200 11,200 Finite lived intangibles Developed technology $ 67,600 $ 67,600 Accumulated amortization (5,375 ) (3,810 ) Developed technology, net $ 62,225 $ 63,790 Customer relationships $ 7,500 $ 7,500 Accumulated amortization (1,063 ) (687 ) Customer relationships, net $ 6,437 $ 6,813 Intangible assets (excluding goodwill), net $ 82,570 $ 84,511 The change in the carrying amount of goodwill for the six months ended June 30, 2017 is as follows (in thousands): Balance at January 1, 2017 120,711 Foreign currency translation adjustment 134 Balance at June 30, 2017 $ 120,845 Amortization expense for intangible assets for the three months ended June 30, 2017 and 2016 was $1.0 million and $0.7 million , respectively. For the six months ended June 30, 2017 and 2016 amortization expense for intangible assets was $1.9 million and $1.6 million , respectively. Estimated amortization expense for the five succeeding years and thereafter is as follows: Remainder of 2017 $ 1,940 2018 3,978 2019 3,978 2020 4,996 2021 6,557 2022 & Thereafter 47,213 Total $ 68,662 (d) Marketable securities Investments in held-to-maturity marketable securities consist of the following at June 30, 2017 and December 31, 2016 : June 30, 2017 Amortized Gross Gross Fair Value Agency bonds $ 3,999 $ — $ (1 ) $ 3,998 Corporate bonds 6,001 — (2 ) 5,999 Total $ 10,000 $ — $ (3 ) $ 9,997 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 At June 30, 2017 , the Company’s investments included 4 held-to-maturity debt securities in unrealized loss positions with a total unrealized loss of approximately $3 thousand and a total fair market value of approximately $10.0 million . All investments with gross unrealized losses have been in unrealized loss positions for less than 11 months. The unrealized losses were caused by interest rate fluctuations. There was no change in the credit risk of the securities. The Company does not intend to sell the securities and it is not likely that the Company will be required to sell the securities before the expected recovery of their amortized cost bases. There were no realized gains or losses on the investments for the three and six months ended June 30, 2017 . All of the Company's investments of held-to-maturity securities will mature within less than 12 months with an average maturity of 1 month. (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 June 30, 2017 and December 31, 2016 : Fair value measurement at reporting date using: Quoted prices in Significant other Significant Total At June 30, 2017 Cash and cash equivalents $ 81,641 $ — $ — $ 81,641 Restricted cash $ 2,877 $ — $ — $ 2,877 Contingently issuable common stock $ — $ — $ 9,600 $ 9,600 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 There were no re-measurements to fair value during the six months ended June 30, 2017 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 six months ended June 30, 2017 . (f) Financial Instruments Not Recorded at Fair Value on a Recurring Basis The Company measures the fair value of its 2.25% Convertible Senior Notes due 2018 and 3.25% Convertible Senior Notes due 2020 (collectively, the “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 securities. Based on the market prices, the fair value of our long-term debt was $123.2 million as of June 30, 2017 and $187.6 million as of December 31, 2016 . The Company measures the fair value of its Term Loan carried at amortized cost quarterly for disclosure purposes. The estimated fair value of the Term Loan is determined by Level 3 inputs and is based primarily on unobservable inputs that are not corroborated by market data. The fair value of our Term Loan was $100.2 million as of June 30, 2017 . Due to short-term nature, the Company believes that the carrying value of its revolving line of credit approximated its fair value at June 30, 2017 . The Company measures the fair value of its held-to-maturity marketable securities carried at amortized cost quarterly for disclosure purposes. The fair value of 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 | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company classifies stock-based compensation expense in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss, based on the department to which the recipient belongs. Stock-based compensation expense included in cost of goods sold and operating expenses during the three and six months ended June 30, 2017 and 2016 , was as follows: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Cost of goods sold $ 304 $ 259 $ 473 $ 532 Operating expenses: Research and development 323 434 583 797 Clinical and regulatory affairs 160 593 420 493 Marketing and sales 1,283 1,261 2,341 2,391 General and administrative 1,164 1,339 2,371 2,555 Total operating expenses $ 2,930 $ 3,627 $ 5,715 $ 6,236 Total $ 3,234 $ 3,886 $ 6,188 $ 6,768 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Net loss per share was calculated by dividing net loss by the weighted average number of common shares outstanding for the three and six months ended June 30, 2017 and 2016 . Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Net loss $ (16,292 ) $ (66,837 ) $ (37,606 ) $ (114,507 ) Shares used in computing basic and diluted net loss per share 83,247 82,072 83,087 79,368 Basic and diluted net loss per share $ (0.20 ) $ (0.81 ) $ (0.45 ) $ (1.44 ) 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: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Common stock options 574 1,620 636 1,193 Restricted stock awards 121 135 120 131 Restricted stock units 207 438 248 299 Total 902 2,193 1,004 1,623 Conversion of Senior Notes As discussed in Note 6, in December 2013, the Company issued $86.3 million in aggregate principal amount of 2.25% Convertible Senior Notes due 2018 (the “ 2.25% Senior Notes”) in an underwritten public offering. In November 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, the Company 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 impact of these securities would be anti-dilutive. Deerfield Warrants On April 3, 2017, the Company entered into a Facility Agreement (the “Facility Agreement”) with affiliates of Deerfield Management Company, L.P. (collectively, “Deerfield”), pursuant to which Deerfield agreed to loan to the Company up to $120.0 million , subject to the terms and conditions set forth in the Facility Agreement (the “Term Loan”). As part of the Facility Agreement, the Company also issued warrants to Deerfield to purchase an aggregate of 6,470,000 shares of common stock of the Company at an exercise price of $9.23 per share (the “Deerfield Warrants”). The number of shares of common stock of the Company into which the Warrants are exercisable and the exercise price of the Warrants will be adjusted to reflect any stock splits, recapitalizations or similar adjustments in the number of outstanding shares of common stock of the Company. Refer to Note 6 of the Notes to the Condensed Consolidated Financial Statements for further discussion. The potential dilutive effect of these securities is shown in the chart below: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Conversion of the Notes 11,939 14,767 11,939 14,767 Deerfield Warrants 6,470 — 6,470 — The effect of the contingently issuable common stock is excluded from the calculation of basic net loss per share until all necessary conditions for issuance have been satisfied. Refer to Note 9 of the Notes to the Condensed Consolidated Financial Statements for further discussion. |
Credit Facilities
Credit Facilities | 6 Months Ended |
Jun. 30, 2017 | |
Line of Credit Facility [Abstract] | |
Credit Facilities | Credit Facilities 2.25% Convertible Senior Notes On December 10, 2013, the Company issued $86.3 million in aggregate principal amount of 2.25% Convertible Senior Notes (the “ 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 of approximately $82.6 million from the sale of the 2.25% Senior Notes, 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, 2016 . 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 “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 2.25% Senior 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) and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries. The Company could 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 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 of the 2.25% Senior Notes 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 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 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 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. On April 3, 2017, the Company entered into a Facility with affiliates of Deerfield Management Company, L.P., pursuant to which Deerfield agreed to loan to the Company up to $120 million , subject to the terms and conditions set forth in the Facility Agreement. The Company used a portion of the proceeds from the Term Loan to repurchase $68 million aggregate principal amount of outstanding 2.25% Senior Notes, plus the accrued but unpaid interest thereon, from the holders thereof in privately negotiated transactions. Refer to section Deerfield Facility Agreement below for further discussion. The embedded conversion option of the 2.25% Senior Notes, which was originally recorded in additional paid-in capital, was reduced by $2.2 million . Additionally, $3.2 million related to the reduction of outstanding principal related to the 2.25% Senior Notes was charged to loss on debt extinguishment on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. As of June 30, 2017 , the Company had outstanding borrowings of $18.3 million , and deferred financing costs of $0.2 million , related to the 2.25% Senior Notes. There are no principal payments due during the term. Annual interest expense on these notes will range from $1.1 million to $1.5 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 are recorded 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. In connection with the Company’s repurchase of approximately $68 million aggregate principal amount of outstanding 2.25% Senior Notes in April 2017, the Company and Bank of America, N.A. unwound a portion of the Capped Call Transactions relating to the repurchased 2.25% Senior Notes. These Capped Call Transactions were originally classified in stockholders’ equity and continued to meet the criteria for classification thereof while outstanding, and therefore were not subsequently measured at fair value. The Company did not pay or receive any amount related to the unwind of the Capped Call Transactions. Therefore, the Company accounted for the unwind of the Capped Call Transactions by removing these options at their carrying value in additional paid-in capital and recording an offsetting entry to additional paid-in capital. As a result, the Company did not recognize any gain or loss, and the unwind had no net impact on additional paid-in capital. 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. 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 $2.9 million of debt issuance costs from other assets to reduce the convertible notes as of December 31, 2015. As of June 30, 2017 , the Company had outstanding borrowings of $105.5 million , and deferred financing costs of $2.1 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 in February 2016, the Company issued 13.6 million shares of common stock as consideration to the former stockholders of TriVascular. 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 its 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 three and six months ended June 30, 2016 , the Company recorded $38.7 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 Condensed 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. 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 could 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 accrued 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 meant 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). The MidCap Credit Facility was secured by substantially all of the Company's assets, excluding its intellectual property (“Collateral”), and placed customary limitations on indebtedness, liens, distributions, acquisitions, investments, and other activities of the Company in a manner designed to protect the Collateral. 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. 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 will be presented as restricted cash on the Company’s Condensed Consolidated Balance Sheet. On April 3, 2017, the Company replaced the MidCap Credit Facility with a new revolving line of credit with Deerfield ELGX Revolver, LLC. As a result, and as of June 30, 2017, the Company wrote off approximately $0.8 million in deferred financing costs and was required to pay a $2.5 million termination fee to Midcap; the foregoing were charged to loss on debt extinguishment on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. Deerfield Facility Agreement On April 3, 2017, the Company entered into a Facility Agreement (the “Deerfield Facility Agreement” or “Facility Agreement”) with affiliates of Deerfield Management Company, L.P. (collectively, “Deerfield”), pursuant to which Deerfield agreed to loan to the Company up to $120.0 million , subject to the terms and conditions set forth in the Facility Agreement (the “Term Loan”). The Company drew the entire principal amount of the Term Loan on the Agreement Date. The Company agreed to pay Deerfield a yield enhancement fee equal to 2.25% of the principal amount of the funds disbursed on the Agreement Date. The Company also agreed to reimburse Deerfield for all reasonable out-of-pocket expenses incurred by Deerfield in connection with the negotiation and documentation of the Facility Agreement up to a capped amount. Accordingly, deferred financing costs of $5.1 million was recorded on the Company’s Condensed Consolidated Balance Sheet as a direct reduction of the Term Loan, to be subsequently amortized as interest expense over the effective period of the Term Loan. Concurrently with entering into the Facility Agreement, the Company entered into a Guaranty and Security Agreement with Deerfield (the “Security Agreement”), pursuant to which, as security for the repayment of the Company’s obligations under the Facility Agreement, the Company granted to Deerfield a first priority security interest in substantially all of the Company’s assets including intellectual property, with the priority of such security interest being pari passu with the security interest granted pursuant to the Facility Agreement. Any amounts drawn under the Facility Agreement accrue interest at a rate of 6.87% per annum, payable quarterly in arrears beginning on July 1, 2017 and on the first business day of each calendar quarter thereafter and on the Maturity Date, unless repaid earlier. The Company will be required to pay Deerfield on each of April 2, 2021, April 2, 2022 and April 2, 2023 (the “ |
Revenue by Geographic Region
Revenue by Geographic Region | 6 Months Ended |
Jun. 30, 2017 | |
Geographic Areas, Revenues from External Customers [Abstract] | |
Revenue by Geographic Region | Revenue by Geographic Region The Company's revenue by geographic region, was as follows: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 United States $ 31,906 65.7% $ 36,283 71.2% $ 62,795 68.9% $ 66,151 70.9% Total International $ 16,650 34.3% $ 14,691 28.8% $ 28,373 31.1% $ 27,189 29.1% Revenue $ 48,556 100.0% $ 50,974 100.0% $ 91,168 100.0% $ 93,340 100.0% |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies (a) Leases The Company leases its administrative, research, and manufacturing facilities located in Irvine, California, 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 under long-term agreements that are accounted for as operating leases. In conjunction with the TriVascular merger, the Company assumed the lease for TriVascular's facility in Santa Rosa, California. The Company uses the Santa Rosa facility for manufacturing, research & development, and administrative purposes and the facility consists of 110,000 square feet under an operating lease scheduled to expire in February 2018. In July 2017, the Company renewed the lease for an additional 5 years . Future minimum payments by year under non-cancelable leases with initial terms in excess of one year were as follows as of June 30, 2017 : Remainder of 2017 $ 1,856 2018 3,317 2019 3,435 2020 3,659 2021 3,692 2022 and thereafter 21,821 Total $ 37,780 Facilities rent expense for the three months ended June 30, 2017 and 2016 was $1.0 million and $0.9 million , respectively. For the six months ended June 30, 2017 and 2016 facilities rent expense was $1.9 million and $1.6 million , respectively. (b) Employment Agreements and Retention Plan The Company has 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 U.S. District Court, District of Delaware, alleging that certain of the Company's products infringe U.S. 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 Condensed Consolidated Statements of Operations and Comprehensive Loss. Shareholder Securities 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 U.S. Food and Drug Administration Premarket Approval for the Company’s Nellix EVAS System. On May 26, 2017, the plaintiffs filed an amended complaint extending the class period to include persons who purchased the Company’s securities between May 5, 2016 and May 18, 2017 and adding certain factual assertions and allegations regarding the Nellix EVAS System. The Company believes the lawsuits are without merit and intends to defend itself vigorously. Shareholder Derivative Litigation On May 22, 2017, a purported stockholder of the Company filed a shareholder derivative complaint in the Superior Court for the State of California, County of Los Angeles, naming certain executive officers and the directors of the Company as defendants and alleging, among other things, breach of fiduciary duty by such executive officers and director. The Company believes this lawsuit is without merit and intends to defend itself vigorously. SEC Investigation In July 2017, the Company learned that the United States Securities and Exchange Commission (SEC) has issued a Formal Order of Investigation to investigate, among other things, events surrounding the Nellix EVAS System and the prospect of its FDA pre-market approval. The Company intends to fully cooperate with the investigation, but cannot predict its outcome or the timing of the investigation’s conclusion. (d) Contract Termination In the three and six months ended June 30, 2016 , 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 $1.1 million and $2.7 million for the three and six months ended June 30, 2016 . Such termination costs are included in contract termination and business acquisition expenses for the three and six months ended June 30, 2016 . |
Contingently Issuable Common St
Contingently Issuable Common Stock | 6 Months Ended |
Jun. 30, 2017 | |
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. ("Nellix"), 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 the merger (the “Merger”) of Merger Sub with and into Nellix pursuant to the terms of the Merger Agreement. The purchase price consisted of 3.2 million shares of the Company's common stock, issuable to the former Nellix stockholders as of the Nellix Closing Date, then representing a value of $ 19.4 million . Under the agreement, additional payments, solely in the form of shares of the Company's common stock (the “Contingent Payment”), could 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 each 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 maximum of 10.2 million shares issuable upon the achievement of the Nellix Milestones. As of the Closing Date, the aggregate fair value of the cash 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, 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. As of June 30, 2017 the Company's stock price last closed at $4.86 per share. Thus, had the PMA Milestone been achieved on June 30, 2017 the Contingent Payment would have comprised 3.0 million shares (based on the 30 -day average closing stock price ending 5 days prior to the announcement), representing a value of $14.5 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 Condensed Consolidated Statements of Operations and Comprehensive Loss. Fair Value of Contingently Issuable Common Stock December 31, 2016 $ 12,200 Fair Value Adjustment of Contingent Payment for the six months ended June 30, 2017 (2,600 ) June 30, 2017 $ 9,600 |
Income Tax Expense
Income Tax Expense | 6 Months Ended |
Jun. 30, 2017 | |
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | |
Income Tax Expense | Income Tax Expense The Company applied an estimated annual effective tax rate (“ETR”) approach for calculating a tax provision for interim periods. The Company recorded a provision for income taxes of $0.1 million and $0.3 million for the three and six months ended June 30, 2017 , respectively. The Company's ETR was (0.7)% for the three and six months ended June 30, 2017 . The Company's ETR for the three and six months ended June 30, 2017 differs from the U.S. federal statutory tax rate of 34% primarily as a result of nondeductible expenses (including the Nellix Contingent Payment), state income taxes, foreign income taxes, and the impact of a full valuation allowance on its deferred tax assets. The Company has evaluated the available evidence supporting the realization of its deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that its net deferred tax assets will not be realized in the U.S. and certain foreign jurisdictions. Due to uncertainties surrounding the realization of the deferred tax assets, the Company maintains a full valuation allowance against substantially all deferred tax assets. If/when the Company determines that it will be able to realize some portion or all of its deferred tax assets, an adjustment to its valuation allowance on its deferred tax assets would have the effect of increasing net income in the period(s) such determination is made. |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges In the six months ended June 30, 2017 , the Company recorded $0.1 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 $11.2 million in restructuring charges upon the completion of the plan, which represents the Company’s best estimate as of June 30, 2017 . In the year ended December 31, 2016 , the Company recorded $11.1 million in restructuring costs. 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 six months ended June 30, 2017 : One-time Termination Benefits Accrual balance as of December 31, 2016 $ 2,754 Restructuring charges 137 Utilization (2,656 ) Accrual balance as of June 30, 2017 $ 235 The accrual balance as of June 30, 2017 is classified within accrued expenses and other current liabilities in the Company’s Condensed Consolidated Balance Sheet. |
TriVascular Merger
TriVascular Merger | 6 Months Ended |
Jun. 30, 2017 | |
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 deductible for tax purposes. Pro Forma Condensed Combined Financial Information (Unaudited) The following unaudited pro forma combined financial information summarizes the results of operations for the period 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, among other things, 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 preliminary 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. Three Months Ended Six Months Ended June 30, 2016 June 30, 2016 Combined net sales $ 50,974 $ 96,011 Combined net loss from continuing operations (62,507 ) (110,730 ) Combined basic and diluted net loss per share $ (0.76 ) $ (1.35 ) |
Description of Business, Basi19
Description of Business, Basis of Presentation, and Operating Segment (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). These financial statements include the financial position, results of operations, and cash flows of the Company, including its subsidiaries, all of which are wholly-owned. All inter-company accounts and transactions have been eliminated in consolidation. For the three and six months ended June 30, 2017 and 2016 , there were no related party transactions. The interim financial data as of June 30, 2017 is unaudited and is not necessarily indicative of the results for a full year. In the opinion of the Company's management, the interim data includes normal and recurring adjustments necessary for a fair presentation of the Company's financial results for the three and six months ended June 30, 2017 . Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations relating to interim financial statements. The interim financial data includes the results of TriVascular, beginning on February 3, 2016, the effective date of the merger. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with the Company's audited Consolidated Financial Statements and Notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , filed with the SEC on March 1, 2017. |
Operating Segment | Operating Segment The Company has one operating and reporting segment that is focused exclusively on the development, manufacture, marketing, and sale of EVAR and EVAS product for the treatment of aortic disorders. For the three and six months ended June 30, 2017 , all of the Company's revenue and related expenses were solely attributable to these activities. Substantially all of the Company's long-lived assets are located in the U.S. |
Use of Estimates | 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, revenue 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. |
Balance Sheet Account Detail (T
Balance Sheet Account Detail (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment | Property and equipment consisted of the following: June 30, December 31, Production equipment, molds, and office furniture $ 11,908 $ 11,714 Computer hardware and software 8,746 8,162 Leasehold improvements 15,495 15,495 Construction in progress (software and related implementation, production equipment, and leasehold improvements) 842 839 Property and equipment, at cost $ 36,991 $ 36,210 Accumulated depreciation (15,691 ) (12,945 ) Property and equipment, net $ 21,300 $ 23,265 |
Schedule of Inventories | Inventories consisted of the following: June 30, December 31, Raw materials $ 11,291 $ 13,133 Work-in-process 11,767 10,139 Finished goods 20,497 17,888 Total Inventories $ 43,555 $ 41,160 |
Schedule of Goodwill and Intangible Assets | The following table presents goodwill, indefinite lived intangible assets, finite lived intangible assets and related accumulated amortization: June 30, December 31, Goodwill $ 120,845 $ 120,711 Intangible assets: Indefinite lived intangibles Trademarks and trade names $ 2,708 $ 2,708 In-process research and development 11,200 11,200 Finite lived intangibles Developed technology $ 67,600 $ 67,600 Accumulated amortization (5,375 ) (3,810 ) Developed technology, net $ 62,225 $ 63,790 Customer relationships $ 7,500 $ 7,500 Accumulated amortization (1,063 ) (687 ) Customer relationships, net $ 6,437 $ 6,813 Intangible assets (excluding goodwill), net $ 82,570 $ 84,511 |
Schedule of Carrying Amount of Goodwill | The change in the carrying amount of goodwill for the six months ended June 30, 2017 is as follows (in thousands): Balance at January 1, 2017 120,711 Foreign currency translation adjustment 134 Balance at June 30, 2017 $ 120,845 |
Schedule of Estimated Amortization Expense | Estimated amortization expense for the five succeeding years and thereafter is as follows: Remainder of 2017 $ 1,940 2018 3,978 2019 3,978 2020 4,996 2021 6,557 2022 & Thereafter 47,213 Total $ 68,662 |
Schedule of Investments in Marketable Securities | Investments in held-to-maturity marketable securities consist of the following at June 30, 2017 and December 31, 2016 : June 30, 2017 Amortized Gross Gross Fair Value Agency bonds $ 3,999 $ — $ (1 ) $ 3,998 Corporate bonds 6,001 — (2 ) 5,999 Total $ 10,000 $ — $ (3 ) $ 9,997 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 |
Schedule 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 June 30, 2017 and December 31, 2016 : Fair value measurement at reporting date using: Quoted prices in Significant other Significant Total At June 30, 2017 Cash and cash equivalents $ 81,641 $ — $ — $ 81,641 Restricted cash $ 2,877 $ — $ — $ 2,877 Contingently issuable common stock $ — $ — $ 9,600 $ 9,600 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 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation Expense | Stock-based compensation expense included in cost of goods sold and operating expenses during the three and six months ended June 30, 2017 and 2016 , was as follows: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Cost of goods sold $ 304 $ 259 $ 473 $ 532 Operating expenses: Research and development 323 434 583 797 Clinical and regulatory affairs 160 593 420 493 Marketing and sales 1,283 1,261 2,341 2,391 General and administrative 1,164 1,339 2,371 2,555 Total operating expenses $ 2,930 $ 3,627 $ 5,715 $ 6,236 Total $ 3,234 $ 3,886 $ 6,188 $ 6,768 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Net Loss Per Share | Net loss per share was calculated by dividing net loss by the weighted average number of common shares outstanding for the three and six months ended June 30, 2017 and 2016 . Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Net loss $ (16,292 ) $ (66,837 ) $ (37,606 ) $ (114,507 ) Shares used in computing basic and diluted net loss per share 83,247 82,072 83,087 79,368 Basic and diluted net loss per share $ (0.20 ) $ (0.81 ) $ (0.45 ) $ (1.44 ) |
Schedule of Antidilutive Securities Excluded from Computation of Loss Per Share | 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: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Common stock options 574 1,620 636 1,193 Restricted stock awards 121 135 120 131 Restricted stock units 207 438 248 299 Total 902 2,193 1,004 1,623 The potential dilutive effect of these securities is shown in the chart below: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Conversion of the Notes 11,939 14,767 11,939 14,767 Deerfield Warrants 6,470 — 6,470 — |
Revenue by Geographic Region (T
Revenue by Geographic Region (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Geographic Areas, Revenues from External Customers [Abstract] | |
Schedule of Revenue by Geographic Region | The Company's revenue by geographic region, was as follows: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 United States $ 31,906 65.7% $ 36,283 71.2% $ 62,795 68.9% $ 66,151 70.9% Total International $ 16,650 34.3% $ 14,691 28.8% $ 28,373 31.1% $ 27,189 29.1% Revenue $ 48,556 100.0% $ 50,974 100.0% $ 91,168 100.0% $ 93,340 100.0% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments by Year | Future minimum payments by year under non-cancelable leases with initial terms in excess of one year were as follows as of June 30, 2017 : Remainder of 2017 $ 1,856 2018 3,317 2019 3,435 2020 3,659 2021 3,692 2022 and thereafter 21,821 Total $ 37,780 |
Contingently Issuable Common 25
Contingently Issuable Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Contingent Payment | Fair Value of Contingently Issuable Common Stock December 31, 2016 $ 12,200 Fair Value Adjustment of Contingent Payment for the six months ended June 30, 2017 (2,600 ) June 30, 2017 $ 9,600 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve | The following table reflects the movement of activity of the restructuring reserve for the six months ended June 30, 2017 : One-time Termination Benefits Accrual balance as of December 31, 2016 $ 2,754 Restructuring charges 137 Utilization (2,656 ) Accrual balance as of June 30, 2017 $ 235 |
TriVascular Merger (Tables)
TriVascular Merger (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 |
Summary of Pro Forma Financial Information of Acquisition | The following unaudited pro forma combined financial information summarizes the results of operations for the period 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, among other things, 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 preliminary 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. Three Months Ended Six Months Ended June 30, 2016 June 30, 2016 Combined net sales $ 50,974 $ 96,011 Combined net loss from continuing operations (62,507 ) (110,730 ) Combined basic and diluted net loss per share $ (0.76 ) $ (1.35 ) |
Description of Business, Basi28
Description of Business, Basis of Presentation, and Operating Segment (Details) | 6 Months Ended |
Jun. 30, 2017segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Balance Sheet Account Detail (P
Balance Sheet Account Detail (Property and Equipment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, at cost | $ 36,991 | $ 36,991 | $ 36,210 | ||
Accumulated depreciation | (15,691) | (15,691) | (12,945) | ||
Property and equipment, net | 21,300 | 21,300 | 23,265 | ||
Depreciation expense | 1,300 | $ 1,300 | 2,700 | $ 2,600 | |
Production equipment, molds, and office furniture | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, at cost | 11,908 | 11,908 | 11,714 | ||
Computer hardware and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, at cost | 8,746 | 8,746 | 8,162 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, at cost | 15,495 | 15,495 | 15,495 | ||
Construction in progress (software and related implementation, production equipment, and leasehold improvements) | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, at cost | $ 842 | $ 842 | $ 839 |
Balance Sheet Account Detail (I
Balance Sheet Account Detail (Inventories) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials | $ 11,291 | $ 13,133 |
Work-in-process | 11,767 | 10,139 |
Finished goods | 20,497 | 17,888 |
Total Inventories | $ 43,555 | $ 41,160 |
Balance Sheet Account Detail (G
Balance Sheet Account Detail (Goodwill and Intangible Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill | $ 120,845 | $ 120,711 |
Total | 68,662 | |
Intangible assets (excluding goodwill), net | 82,570 | 84,511 |
Developed technology | ||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | ||
Finite lived intangibles | 67,600 | 67,600 |
Accumulated amortization | (5,375) | (3,810) |
Total | 62,225 | 63,790 |
Customer relationships | ||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | ||
Finite lived intangibles | 7,500 | 7,500 |
Accumulated amortization | (1,063) | (687) |
Total | 6,437 | 6,813 |
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 | $ 11,200 | $ 11,200 |
Balance Sheet Account Detail (C
Balance Sheet Account Detail (Change in Carrying Amount of Goodwill) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 120,711 |
Foreign currency translation adjustment | 134 |
Goodwill, ending balance | $ 120,845 |
Balance Sheet Account Detail (A
Balance Sheet Account Detail (Amortization) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Amortization expense | $ 1,000 | $ 700 | $ 1,900 | $ 1,600 |
Remainder of 2017 | 1,940 | 1,940 | ||
2,018 | 3,978 | 3,978 | ||
2,019 | 3,978 | 3,978 | ||
2,020 | 4,996 | 4,996 | ||
2,021 | 6,557 | 6,557 | ||
2022 & Thereafter | 47,213 | 47,213 | ||
Total | $ 68,662 | $ 68,662 |
Balance Sheet Account Detail (H
Balance Sheet Account Detail (Held to Maturity Marketable Securities) (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017USD ($)security | Jun. 30, 2017USD ($)security | Dec. 31, 2016USD ($) | |
Schedule of Held-to-maturity Securities [Line Items] | |||
Amortized Cost | $ 10,000,000 | $ 10,000,000 | $ 20,988,000 |
Gross Unrealized Gain | 0 | 0 | 2,000 |
Gross Unrealized Loss | (3,000) | (3,000) | (21,000) |
Fair Value | $ 9,997,000 | $ 9,997,000 | 20,969,000 |
Held-to-maturity debt securities held | security | 4 | 4 | |
Time held in unrealized loss position (less than) | 11 months | ||
Unrealized gains (losses) on investments | $ 0 | $ 0 | |
Average maturity | 1 month | ||
Agency bonds | |||
Schedule of Held-to-maturity Securities [Line Items] | |||
Amortized Cost | 3,999,000 | $ 3,999,000 | 6,488,000 |
Gross Unrealized Gain | 0 | 0 | 2,000 |
Gross Unrealized Loss | (1,000) | (1,000) | 0 |
Fair Value | 3,998,000 | 3,998,000 | 6,490,000 |
Corporate bonds | |||
Schedule of Held-to-maturity Securities [Line Items] | |||
Amortized Cost | 6,001,000 | 6,001,000 | 10,513,000 |
Gross Unrealized Gain | 0 | 0 | 0 |
Gross Unrealized Loss | (2,000) | (2,000) | (21,000) |
Fair Value | $ 5,999,000 | $ 5,999,000 | 10,492,000 |
Commercial paper | |||
Schedule of Held-to-maturity Securities [Line Items] | |||
Amortized Cost | 3,987,000 | ||
Gross Unrealized Gain | 0 | ||
Gross Unrealized Loss | 0 | ||
Fair Value | $ 3,987,000 |
Balance Sheet Account Detail (F
Balance Sheet Account Detail (Fair Value Measurements) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Nov. 02, 2015 | Dec. 10, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | $ 81,641 | $ 26,120 | ||
Restricted cash | 2,877 | 2,001 | ||
Contingently issuable common stock | $ 9,600 | 12,200 | ||
2.25% Convertible Senior Notes | Convertible Debt | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Stated interest rate | 2.25% | 2.25% | ||
3.25% Convertible Senior Notes | Convertible Debt | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Stated interest rate | 3.25% | |||
Facility Agreement | Secured Debt | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Stated interest rate | 6.87% | |||
Quoted prices in active markets for identical assets (Level 1) | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | $ 81,641 | 26,120 | ||
Restricted cash | 2,877 | 2,001 | ||
Contingently issuable common stock | 0 | 0 | ||
Significant other observable inputs (Level 2) | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Contingently issuable common stock | 0 | 0 | ||
Significant other observable inputs (Level 2) | Fair Value, Measurements, Nonrecurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of long-term debt | 123,200 | 187,600 | ||
Significant unobservable inputs (Level 3) | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Contingently issuable common stock | 9,600 | $ 12,200 | ||
Significant unobservable inputs (Level 3) | Fair Value, Measurements, Nonrecurring | Facility Agreement | Secured Debt | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of long-term debt | $ 100,200 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | $ 3,234 | $ 3,886 | $ 6,188 | $ 6,768 |
Cost of goods sold | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | 304 | 259 | 473 | 532 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | 323 | 434 | 583 | 797 |
Clinical and regulatory affairs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | 160 | 593 | 420 | 493 |
Marketing and sales | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | 1,283 | 1,261 | 2,341 | 2,391 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | 1,164 | 1,339 | 2,371 | 2,555 |
Total operating expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated stock-based compensation expense | $ 2,930 | $ 3,627 | $ 5,715 | $ 6,236 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Apr. 03, 2017 | Nov. 30, 2015 | Nov. 02, 2015 | Dec. 10, 2013 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||||||||
Net loss | $ (16,292,000) | $ (66,837,000) | $ (37,606,000) | $ (114,507,000) | ||||
Shares used in computing basic and diluted net loss per share (in shares) | 83,247,000 | 82,072,000 | 83,087,000 | 79,368,000 | ||||
Basic and diluted net loss per share (in dollars per share) | $ (0.20) | $ (0.81) | $ (0.45) | $ (1.44) | ||||
Securities Excluded from Calculations of Earnings Per Share Because Impact Would Have Been Anti-Dilutive [Abstract] | ||||||||
Outstanding securities used in calculations (in shares) | 902,000 | 2,193,000 | 1,004,000 | 1,623,000 | ||||
Potential Dilutive Effect of Securities [Abstract] | ||||||||
Conversion of the Notes (in shares) | 11,939,000 | 14,767,000 | 11,939,000 | 14,767,000 | ||||
Conversion of Deerfield Warrants (in shares) | 6,470,000 | 0 | 6,470,000 | 0 | ||||
Facility Agreement | Deerfield Warrants | Common Stock | ||||||||
Securities Excluded from Calculations of Earnings Per Share Because Impact Would Have Been Anti-Dilutive [Abstract] | ||||||||
Warrants issued (in shares) | 6,470,000 | |||||||
Exercise price of warrants issued (in dollars per share) | $ 9.23 | |||||||
Convertible Debt | 2.25% Convertible Senior Notes | ||||||||
Securities Excluded from Calculations of Earnings Per Share Because Impact Would Have Been Anti-Dilutive [Abstract] | ||||||||
Convertible notes | $ 18,300,000 | $ 18,300,000 | $ 86,300,000 | |||||
Stated interest rate | 2.25% | 2.25% | 2.25% | |||||
Debt instrument face amount | $ 86,250,000 | |||||||
Convertible Debt | 3.25% Convertible Senior Notes | ||||||||
Securities Excluded from Calculations of Earnings Per Share Because Impact Would Have Been Anti-Dilutive [Abstract] | ||||||||
Convertible notes | $ 105,500,000 | $ 105,500,000 | $ 125,000,000 | |||||
Stated interest rate | 3.25% | |||||||
Debt instrument face amount | $ 125,000,000 | |||||||
Secured Debt | Facility Agreement | ||||||||
Securities Excluded from Calculations of Earnings Per Share Because Impact Would Have Been Anti-Dilutive [Abstract] | ||||||||
Stated interest rate | 6.87% | 6.87% | ||||||
Debt instrument face amount | $ 120,000,000 | |||||||
Common stock options | ||||||||
Securities Excluded from Calculations of Earnings Per Share Because Impact Would Have Been Anti-Dilutive [Abstract] | ||||||||
Outstanding securities used in calculations (in shares) | 574,000 | 1,620,000 | 636,000 | 1,193,000 | ||||
Restricted stock awards | ||||||||
Securities Excluded from Calculations of Earnings Per Share Because Impact Would Have Been Anti-Dilutive [Abstract] | ||||||||
Outstanding securities used in calculations (in shares) | 121,000 | 135,000 | 120,000 | 131,000 | ||||
Restricted stock units | ||||||||
Securities Excluded from Calculations of Earnings Per Share Because Impact Would Have Been Anti-Dilutive [Abstract] | ||||||||
Outstanding securities used in calculations (in shares) | 207,000 | 438,000 | 248,000 | 299,000 |
Credit Facilities (Details)
Credit Facilities (Details) | Apr. 03, 2017USD ($)$ / sharesshares | Jul. 29, 2016USD ($) | Jun. 02, 2016USD ($)shares | Feb. 03, 2016shares | Nov. 02, 2015USD ($)$ / shares | Jul. 21, 2015USD ($) | Dec. 10, 2013USD ($)$ / shares$ / security | Feb. 29, 2016USD ($) | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)d$ / sharesshares | Jun. 30, 2016USD ($) | Dec. 31, 2016shares | Jun. 01, 2016shares | Dec. 31, 2015USD ($) | Nov. 30, 2015USD ($) |
Line of Credit Facility [Line Items] | |||||||||||||||||
Non-cash loss on debt extinguishment | $ 6,512,000 | $ 0 | $ 6,512,000 | $ 0 | |||||||||||||
Payments of derivative issuance costs | $ 7,400,000 | ||||||||||||||||
Common stock authorized (in shares) | shares | 135,000,000 | 135,000,000 | 135,000,000 | 135,000,000 | 135,000,000 | 100,000,000 | |||||||||||
Adjustments to additional paid-in capital, conversion features of Senior Notes | $ 68,600,000 | ||||||||||||||||
Change in fair value of derivative liabilities | $ 0 | $ (38,743,000) | $ 0 | $ (43,831,000) | |||||||||||||
Revolving Credit Facility | Bank of America | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Aggregate maximum borrowing capacity | $ 20,000,000 | ||||||||||||||||
Minimum current ratio | 1.5 | ||||||||||||||||
Revolving Credit Facility | MidCap | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Aggregate maximum borrowing capacity | $ 50,000,000 | ||||||||||||||||
Deferred financing costs - professional fees | 900,000 | $ 900,000 | $ 900,000 | ||||||||||||||
Restricted cash | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||||
Write off of deferred financing costs | 800,000 | ||||||||||||||||
Debt termination fees | 2,500,000 | ||||||||||||||||
Revolving Credit Facility | MidCap | LIBOR | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Basis spread on variable rate | 4.10% | ||||||||||||||||
Variable rate, maximum | 0.50% | ||||||||||||||||
Revolving Credit Facility | Deerfield Revolver | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Deferred finance costs, noncurrent, net | 1,100,000 | 1,100,000 | 1,100,000 | ||||||||||||||
Debt issuance costs | $ 1,200,000 | ||||||||||||||||
Aggregate maximum borrowing capacity | $ 50,000,000 | ||||||||||||||||
Restricted cash | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||||
Amount outstanding | 24,300,000 | 24,300,000 | $ 24,300,000 | ||||||||||||||
Revolving Credit Facility | Deerfield Revolver | LIBOR | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Basis spread on variable rate | 4.60% | ||||||||||||||||
Variable rate, floor | 1.00% | ||||||||||||||||
Letter of Credit | Bank of America | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Aggregate maximum borrowing capacity | $ 10,000,000 | ||||||||||||||||
Term of line of credit | 2 years | ||||||||||||||||
Termination notice period | 3 days | ||||||||||||||||
TriVascular Technologies, Inc. | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Equity consideration issued in merger (in shares) | shares | 13,586,503 | ||||||||||||||||
Minimum | Revolving Credit Facility | Bank of America | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Liquidation proceeds, monetary amount | $ 30,000,000 | ||||||||||||||||
Other Assets | Accounting Standards Update 2015-03 | Revolving Credit Facility | MidCap | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Debt issuance costs, net | 900,000 | 900,000 | 900,000 | ||||||||||||||
Long-term Debt | Accounting Standards Update 2015-03 | Revolving Credit Facility | MidCap | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Debt issuance costs, net | $ (900,000) | $ (900,000) | $ (900,000) | ||||||||||||||
Facility Agreement | Deerfield Warrants | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Expiration date of warrants issued | 7 years | ||||||||||||||||
Warrant exercise limitation threshold | 4.985% | ||||||||||||||||
Facility Agreement | Common Stock | Deerfield Warrants | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Debt issuance costs | $ 400,000 | ||||||||||||||||
Shares in which warrants can be converted (in shares) | shares | 6,470,000 | ||||||||||||||||
Exercise price of warrants issued (in dollars per share) | $ / shares | $ 9.23 | ||||||||||||||||
Fair value of warrants | $ 14,300,000 | ||||||||||||||||
3.25% Convertible Senior Notes | Other Assets | Accounting Standards Update 2015-03 | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Debt issuance costs, net | $ 2,900,000 | ||||||||||||||||
Convertible Debt | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Reclassification of conversion features to derivative liabilities | $ 24,800,000 | ||||||||||||||||
Convertible Debt | 2.25% Convertible Senior Notes | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Debt instrument face amount | $ 86,250,000 | ||||||||||||||||
Stated interest rate | 2.25% | 2.25% | 2.25% | 2.25% | |||||||||||||
Proceeds from convertible debt | $ 82,600,000 | ||||||||||||||||
Redemption price percentage | 100.00% | ||||||||||||||||
Conversion of convertible securities | 41.6051 | ||||||||||||||||
Convertible conversion price (in dollars per share) | $ / shares | $ 24.04 | $ 24.04 | $ 24.04 | $ 24.04 | |||||||||||||
Violation or event of default, declaration by note holders, percentage | 25.00% | ||||||||||||||||
Fair value disclosure | $ 66,900,000 | ||||||||||||||||
Beneficial conversion feature | (2,200,000) | 19,300,000 | |||||||||||||||
Unamortized discount | 3,700,000 | ||||||||||||||||
Repurchased debt amount | 68,000,000 | ||||||||||||||||
Non-cash loss on debt extinguishment | 3,200,000 | ||||||||||||||||
Convertible notes | $ 86,300,000 | $ 18,300,000 | $ 18,300,000 | $ 18,300,000 | |||||||||||||
Deferred finance costs, noncurrent, net | 200,000 | 200,000 | 200,000 | ||||||||||||||
Periodic principal payment | 0 | ||||||||||||||||
Cap price (in dollars per security) | $ / security | 29.02 | ||||||||||||||||
Convertible Debt | 2.25% Convertible Senior Notes | Minimum | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Periodic interest payment | 1,100,000 | ||||||||||||||||
Convertible Debt | 2.25% Convertible Senior Notes | Maximum | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Periodic interest payment | $ 1,500,000 | ||||||||||||||||
Convertible Debt | 2.25% Convertible Senior Notes | Other Assets | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Unamortized discount | $ 2,900,000 | ||||||||||||||||
Convertible Debt | 2.25% Convertible Senior Notes | Other Assets | Accounting Standards Update 2015-03 | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Debt issuance costs, net | 1,900,000 | ||||||||||||||||
Convertible Debt | 2.25% Convertible Senior Notes | Additional Paid-in Capital | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Unamortized discount | $ 800,000 | ||||||||||||||||
Convertible Debt | 2.25% Convertible Senior Notes | Long-term Debt | Accounting Standards Update 2015-03 | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Debt issuance costs, net | (1,900,000) | ||||||||||||||||
Convertible Debt | 2.25% Convertible Senior Notes | Redemption, Period One | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Threshold trading days | d | 20 | ||||||||||||||||
Threshold consecutive trading days | d | 30 | ||||||||||||||||
Threshold percentage of stock price trigger | 130.00% | ||||||||||||||||
Redemption price percentage | 100.00% | ||||||||||||||||
Convertible Debt | 2.25% Convertible Senior Notes | Redemption, Period Two | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Threshold trading days | d | 20 | ||||||||||||||||
Threshold consecutive trading days | d | 5 | ||||||||||||||||
Threshold percentage of stock price trigger | 98.00% | ||||||||||||||||
Threshold consecutive business days | 30 days | ||||||||||||||||
Threshold business days | d | 5 | ||||||||||||||||
Convertible Debt | 3.25% Convertible Senior Notes | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Debt instrument face amount | $ 125,000,000 | ||||||||||||||||
Stated interest rate | 3.25% | ||||||||||||||||
Threshold consecutive trading days | d | 30 | ||||||||||||||||
Redemption price percentage | 100.00% | ||||||||||||||||
Conversion of convertible securities | 89.4314 | ||||||||||||||||
Convertible conversion price (in dollars per share) | $ / shares | $ 11.18 | ||||||||||||||||
Fair value disclosure | $ 97,800,000 | ||||||||||||||||
Beneficial conversion feature | 27,200,000 | ||||||||||||||||
Unamortized discount | 2,900,000 | ||||||||||||||||
Convertible notes | 105,500,000 | 105,500,000 | $ 105,500,000 | $ 125,000,000 | |||||||||||||
Periodic principal payment | $ 0 | ||||||||||||||||
Holding threshold required to declare debt due | 25.00% | ||||||||||||||||
Debt issuance costs | $ 2,100,000 | $ 2,100,000 | $ 2,100,000 | ||||||||||||||
Convertible Debt | 3.25% Convertible Senior Notes | Convertible Condition One | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Threshold trading days | d | 20 | ||||||||||||||||
Threshold consecutive trading days | d | 30 | ||||||||||||||||
Threshold percentage of stock price trigger | 130.00% | ||||||||||||||||
Convertible Debt | 3.25% Convertible Senior Notes | Convertible Condition Two | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Threshold percentage of stock price trigger | 98.00% | ||||||||||||||||
Threshold consecutive business days | 5 days | ||||||||||||||||
Threshold business days | d | 5 | ||||||||||||||||
Convertible Debt | 3.25% Convertible Senior Notes | Convertible Condition Three | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Threshold trading days | d | 2 | ||||||||||||||||
Convertible Debt | 3.25% Convertible Senior Notes | Minimum | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Periodic interest payment | $ 9,100,000 | ||||||||||||||||
Convertible Debt | 3.25% Convertible Senior Notes | Maximum | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Periodic interest payment | $ 10,700,000 | ||||||||||||||||
Convertible Debt | 3.25% Convertible Senior Notes | Other Assets | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Unamortized discount | 3,700,000 | ||||||||||||||||
Convertible Debt | 3.25% Convertible Senior Notes | Additional Paid-in Capital | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Unamortized discount | $ 800,000 | ||||||||||||||||
Convertible Debt | 3.25% Convertible Senior Notes | Long-term Debt | Accounting Standards Update 2015-03 | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Debt issuance costs, net | $ (2,900,000) | ||||||||||||||||
Convertible Debt | 3.25% Convertible Senior Notes | Redemption, Period One | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Threshold trading days | d | 30 | ||||||||||||||||
Convertible Debt | 3.25% Convertible Senior Notes | Redemption, Period Two | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Threshold trading days | d | 2 | ||||||||||||||||
Secured Debt | Facility Agreement | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Debt instrument face amount | 120,000,000 | ||||||||||||||||
Stated interest rate | 6.87% | 6.87% | 6.87% | ||||||||||||||
Deferred finance costs, noncurrent, net | $ 5,100,000 | $ 4,900,000 | $ 4,900,000 | $ 4,900,000 | |||||||||||||
Yield enhancement fee | 2.25% | ||||||||||||||||
Periodic amortization payment | $ 40,000,000 | ||||||||||||||||
Amount outstanding | $ 105,300,000 | $ 105,300,000 | 105,300,000 | ||||||||||||||
Secured Debt | Facility Agreement | Minimum | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Periodic interest payment | 1,400,000 | ||||||||||||||||
Secured Debt | Facility Agreement | Maximum | |||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||
Periodic interest payment | $ 8,400,000 |
Revenue by Geographic Region (D
Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Schedule of Revenue by Geographic Region [Line Items] | ||||
Revenue | $ 48,556 | $ 50,974 | $ 91,168 | $ 93,340 |
Geographic Concentration Risk | Sales | ||||
Schedule of Revenue by Geographic Region [Line Items] | ||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% |
United States | ||||
Schedule of Revenue by Geographic Region [Line Items] | ||||
Revenue | $ 31,906 | $ 36,283 | $ 62,795 | $ 66,151 |
United States | Geographic Concentration Risk | Sales | ||||
Schedule of Revenue by Geographic Region [Line Items] | ||||
Concentration risk percentage | 65.70% | 71.20% | 68.90% | 70.90% |
Total International | ||||
Schedule of Revenue by Geographic Region [Line Items] | ||||
Revenue | $ 16,650 | $ 14,691 | $ 28,373 | $ 27,189 |
Total International | Geographic Concentration Risk | Sales | ||||
Schedule of Revenue by Geographic Region [Line Items] | ||||
Concentration risk percentage | 34.30% | 28.80% | 31.10% | 29.10% |
Commitments and Contingencies40
Commitments and Contingencies (Narrative) (Details) ft² in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2017 | Jun. 30, 2017USD ($)ft² | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)ft² | Jun. 30, 2016USD ($) | |
Operating Leased Assets [Line Items] | |||||
Rent expense | $ 1,000 | $ 900 | $ 1,900 | $ 1,600 | |
Settlement costs from litigation | 0 | 0 | 0 | 4,650 | |
Termination costs | $ 7,906 | 23,228 | $ 23,568 | 61,631 | |
Contract Termination | |||||
Operating Leased Assets [Line Items] | |||||
Termination costs | $ 1,100 | $ 2,700 | |||
Minimum | |||||
Operating Leased Assets [Line Items] | |||||
Severance payment, prior to change in control | 6 months | ||||
Severance payment, period following change in control | 18 months | ||||
Maximum | |||||
Operating Leased Assets [Line Items] | |||||
Severance payment, prior to change in control | 18 months | ||||
Severance payment, period following change in control | 24 months | ||||
TriVascular Technologies, Inc. | Manufacturing Facility | |||||
Operating Leased Assets [Line Items] | |||||
Aggregate square feet | ft² | 110 | 110 | |||
Subsequent Event | TriVascular Technologies, Inc. | |||||
Operating Leased Assets [Line Items] | |||||
Renewal term | 5 years |
Commitments and Contingencies41
Commitments and Contingencies (Schedule of Future Minimum Lease Payments, Fiscal Year Maturity) (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Non-Cancelable Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Remainder of 2017 | $ 1,856 |
2,018 | 3,317 |
2,019 | 3,435 |
2,020 | 3,659 |
2,021 | 3,692 |
2022 and thereafter | 21,821 |
Total future minimum lease payments | $ 37,780 |
Contingently Issuable Common 42
Contingently Issuable Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Dec. 10, 2010 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Fair Value of Contingently Issuable Common Stock | |||||
Beginning balance | $ 12,200 | ||||
Fair Value Adjustment of Contingent Payment for the six months ended June 30, 2017 | $ (3,800) | $ 100 | (2,600) | $ 100 | |
Ending balance | 9,600 | 9,600 | |||
Nelix Milestones | |||||
Business Acquisition [Line Items] | |||||
Number of shares contingently issuable (in shares) | 10.2 | ||||
Estimated fair value of contingent payment | $ 28,200 | ||||
PMA Milestone | |||||
Business Acquisition [Line Items] | |||||
Common shares value | $ 15,000 | $ 15,000 | |||
Number of shares contingently issuable (in shares) | 3 | ||||
Share price (in dollars per share) | $ 4.5 | $ 4.5 | |||
Closing stock price (in dollars per share) | $ 4.86 | $ 4.86 | |||
Average daily closing stock price | 30 days | ||||
Days prior to milestone achievement announcement | 5 days | ||||
Contingent consideration, at fair value hypothetical value | $ 14,500 | $ 14,500 | |||
Nellix | |||||
Business Acquisition [Line Items] | |||||
Purchase price common shares (in shares) | 3.2 | ||||
Common shares value | $ 19,400 |
Income Tax Expense (Details)
Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||||
Income tax expense (benefit) | $ 122 | $ 443 | $ 276 | $ 546 |
Effective income tax rate | (0.70%) | (0.70%) | ||
Federal statutory income tax rate | 34.00% | 34.00% |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |||||
Restructuring, expected cost | $ 11,200 | $ 11,200 | |||
Restructuring Reserve [Roll Forward] | |||||
Accrual, beginning balance | 2,754 | ||||
Restructuring costs | (29) | $ 790 | 137 | $ 8,114 | $ 11,100 |
Utilization | (2,656) | ||||
Accrual, ending balance | $ 235 | $ 235 | $ 2,754 |
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) $ / shares in Units, $ in Millions | Feb. 03, 2016USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Share price (in dollars per share) | $ / shares | $ 7.42 |
TriVascular Technologies, Inc. | |
Business Acquisition [Line Items] | |
Equity consideration issued in merger (in shares) | shares | 13,586,503 |
Equity consideration issued in merger | $ | $ 100.8 |
TriVascular Merger (Assets and
TriVascular Merger (Assets and Liabilities Acquired) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Feb. 03, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 120,845 | $ 120,711 | |
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 | ||
Total purchase consideration | $ 185,490 |
TriVascular Merger (Pro-Forma I
TriVascular Merger (Pro-Forma Information) (Details) - TriVascular Technologies, Inc. - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2016 | |
Business Acquisition [Line Items] | |||
Combined net loss from continuing operations | $ 50,974 | $ 96,011 | |
Combined net loss from continuing operations | $ (62,507) | $ (110,730) | |
Pro forma basic net loss per share (in dollars per share) | $ (0.76) | $ (1.35) | |
Pro forma diluted net loss per share (in dollars per share) | $ (0.76) |