Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 05, 2020 | |
Document and Entity Information | ||
Entity Registrant Name | GLAUKOS Corp | |
Entity Central Index Key | 0001192448 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2020 | |
Entity File Number | 001-37463 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 33-0945406 | |
Entity Address, Address Line One | 229 Avenida Fabricante | |
Entity Address, City or Town | San Clemente | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92672 | |
City Area Code | 949 | |
Local Phone Number | 367-9600 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | GKOS | |
Security Exchange Name | NYSE | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 44,230,319 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 53,614 | $ 62,430 |
Short-term investments | 110,096 | 111,553 |
Accounts receivable, net | 28,885 | 38,417 |
Inventory, net | 27,699 | 42,578 |
Prepaid expenses and other current assets | 11,092 | 7,900 |
Total current assets | 231,386 | 262,878 |
Restricted cash | 9,326 | 9,326 |
Property and equipment, net | 22,760 | 22,056 |
Operating lease right-of-use asset | 15,059 | 15,704 |
Finance lease right-of-use asset | 53,441 | 54,048 |
Intangible assets, net | 376,377 | 382,605 |
Goodwill | 66,134 | 66,134 |
Deposits and other assets | 5,237 | 5,649 |
Total assets | 779,720 | 818,400 |
Current liabilities: | ||
Accounts payable | 12,943 | 5,781 |
Accrued liabilities | 38,134 | 51,919 |
Total current liabilities | 51,077 | 57,700 |
Operating lease liability | 13,601 | 14,195 |
Finance lease liability | 59,316 | 58,435 |
Deferred tax liability, net | 9,936 | 9,632 |
Other liabilities | 4,491 | 5,166 |
Total liabilities | 138,421 | 145,128 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 5,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.001 par value; 150,000 shares authorized; 44,119 and 43,530 shares issued and 44,091 and 43,502 shares outstanding as of March 31, 2020 and December 31, 2019, respectively | 44 | 44 |
Additional paid-in capital | 883,136 | 861,740 |
Accumulated other comprehensive income | 2,019 | 1,330 |
Accumulated deficit | (243,768) | (189,710) |
Less treasury stock (28 shares as of March 31, 2020 and December 31, 2019) | (132) | (132) |
Total stockholders' equity | 641,299 | 673,272 |
Total liabilities and stockholders' equity | $ 779,720 | $ 818,400 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 44,119,000 | 43,530,000 |
Common stock, shares outstanding | 44,091,000 | 43,502,000 |
Treasury stock, shares | 28,000 | 28,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Net sales | $ 55,336,000 | $ 54,026,000 |
Cost of sales | 32,529,000 | 7,111,000 |
Gross profit | 22,807,000 | 46,915,000 |
Operating expenses: | ||
Selling, general and administrative | 50,546,000 | 34,925,000 |
Research and development | 24,873,000 | 13,930,000 |
Total operating expenses | 75,419,000 | 48,855,000 |
Loss from operations | (52,612,000) | (1,940,000) |
Non-operating income (expense): | ||
Interest income | 696,000 | 788,000 |
Interest expense | (881,000) | |
Other expense, net | (1,711,000) | (68,000) |
Total non-operating (expense) income | (1,896,000) | 720,000 |
Loss before taxes | (54,508,000) | (1,220,000) |
Income tax (benefit) provision | (450,000) | 122,000 |
Net loss | $ (54,058,000) | $ (1,342,000) |
Basic and diluted net loss per share (in dollar per share) | $ (1.24) | $ (0.04) |
Weighted average shares used to compute basic and diluted net loss per share | 43,766 | 36,205 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net loss | $ (54,058) | $ (1,342) |
Other comprehensive income: | ||
Foreign currency translation gain | 1,169 | 64 |
Unrealized (loss) gain on short-term investments, net of tax | (480) | 372 |
Other comprehensive income | 689 | 436 |
Total comprehensive loss | $ (53,369) | $ (906) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-in-Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Treasury Stock | Total |
Balance at Dec. 31, 2018 | $ 36 | $ 378,352 | $ 738 | $ (205,134) | $ (132) | $ 173,860 |
Balance (in shares) at Dec. 31, 2018 | 36,135 | (28) | ||||
Stockholders' Deficit | ||||||
Common stock issued under stock plans | 5,406 | 5,406 | ||||
Common stock issued under stock plans (in shares) | 226 | |||||
Stock-based compensation | 7,129 | 7,129 | ||||
Other comprehensive income (loss) | 436 | 436 | ||||
Net income (loss) | (1,342) | (1,342) | ||||
Balance at Mar. 31, 2019 | $ 36 | 390,887 | 1,174 | (206,476) | $ (132) | 185,489 |
Balance (in shares) at Mar. 31, 2019 | 36,361 | (28) | ||||
Balance at Dec. 31, 2019 | $ 44 | 861,740 | 1,330 | (189,710) | $ (132) | $ 673,272 |
Balance (in shares) at Dec. 31, 2019 | 43,530 | (28) | 43,502 | |||
Stockholders' Deficit | ||||||
Common stock issued under stock plans | 4,220 | $ 4,220 | ||||
Common stock issued under stock plans (in shares) | 589 | |||||
Stock-based compensation | 17,176 | 17,176 | ||||
Other comprehensive income (loss) | 689 | 689 | ||||
Net income (loss) | (54,058) | (54,058) | ||||
Balance at Mar. 31, 2020 | $ 44 | $ 883,136 | $ 2,019 | $ (243,768) | $ (132) | $ 641,299 |
Balance (in shares) at Mar. 31, 2020 | 44,119 | (28) | 44,091 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Activities | ||
Net loss | $ (54,058) | $ (1,342) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 7,310 | 842 |
Amortization of lease right-of-use assets | 1,311 | 400 |
Deferred income tax benefit | (709) | |
Stock-based compensation | 17,176 | 7,129 |
Change in fair value of cash settled stock options | (3,171) | |
Unrealized foreign currency losses | 2,024 | 87 |
Amortization of discount on short-term investments | (19) | (112) |
Other liabilities | 207 | 689 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 9,246 | (1,959) |
Inventory, net | 14,568 | (157) |
Prepaid expenses and other current assets | (2,235) | (173) |
Accounts payable and accrued liabilities | (4,750) | (5,134) |
Other assets | 1 | (62) |
Net cash (used in) provided by operating activities | (13,099) | 208 |
Investing activities | ||
Purchases of short-term investments | (18,680) | (16,613) |
Proceeds from sales and maturities of short-term investments | 19,676 | 16,189 |
Purchases of property and equipment | (782) | (651) |
Investment in company-owned life insurance | 414 | (638) |
Net cash provided by (used in) investing activities | 628 | (1,713) |
Financing activities | ||
Proceeds from exercise of stock options | 4,454 | 4,607 |
Proceeds from share purchases under Employee Stock Purchase Plan | 1,278 | 902 |
Payment of employee taxes related to vested restricted stock units | (1,512) | (102) |
Net cash provided by financing activities | 4,220 | 5,407 |
Effect of exchange rate changes on cash and cash equivalents | (565) | (5) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (8,816) | 3,897 |
Cash, cash equivalents and restricted cash at beginning of period | 71,756 | 38,596 |
Cash, cash equivalents and restricted cash at end of period | 62,940 | 42,493 |
Supplemental disclosures of cash flow information | ||
Taxes paid | $ 250 | $ 40 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Organization and Basis of Presentation | |
Organization and Basis of Presentation | Note 1. Organization and Basis of Presentation Organization and business Glaukos Corporation (Glaukos or the Company), incorporated in Delaware on July 14, 1998, is an ophthalmic medical technology and pharmaceutical company focused on developing novel therapies for the treatment of glaucoma, corneal disorders, and retinal disease. The Company developed Micro-Invasive Glaucoma Surgery (MIGS) to serve as an alternative to the traditional glaucoma treatment paradigm and launched its first MIGS device commercially in 2012. The Company also offers commercially a proprietary bio-activated pharmaceutical therapy for the treatment of a corneal disorder, keratoconus, that was approved by the U.S. Food and Drug Administration in 2016 and is developing a pipeline of surgical devices, sustained pharmaceutical therapies, and implantable biosensors intended to treat glaucoma progression, corneal disorders such as keratoconus, dry eye and refractive vision correction, and retinal diseases such as neovascular age-related macular degeneration and diabetic macular edema. The accompanying condensed consolidated financial statements include the accounts of Glaukos and its wholly-owned subsidiaries. All significant intercompany balances and transactions among the consolidated entities have been eliminated in consolidation. Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited interim financial statements have been prepared on a basis consistent with the audited financial statements. As permitted under those rules, certain footnotes and other financial information that are normally required by GAAP have been condensed or omitted. In the opinion of management, the unaudited interim financial statements reflect all adjustments, which include normal recurring adjustments, necessary for the fair presentation of the Company’s financial information contained herein. The condensed consolidated balance sheet as of December 31, 2019 has been derived from audited financial statements at that date, but excludes disclosures required by GAAP for complete financial statements. These interim financial statements do not include all disclosures required by GAAP and should be read in conjunction with the Company’s financial statements and accompanying notes for the fiscal year ended December 31, 2019, which are contained in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (SEC) on March 2, 2020. The results for the period ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other interim period. Recent Developments Acquisition of Avedro, Inc. On August 7, 2019, the Company entered into an Agreement and Plan of Merger (Merger Agreement) with Atlantic Merger Sub, Inc. (Merger Sub) and Avedro, Inc. (Avedro), pursuant to which Merger Sub would merge with and into Avedro, with Avedro continuing as the surviving corporation and a wholly owned subsidiary of the Company (the Avedro Merger). Avedro is a hybrid ophthalmic pharmaceutical and medical technology company focused on developing therapies designed to treat corneal diseases and disorders and correct refractive conditions. Under the terms of the Merger Agreement, e ach share of Avedro common stock and certain vested Avedro warrants that were issued and outstanding immediately prior to the effective time of the Avedro Merger were automatically cancelled and converted into the right to receive 0.365 of a share of common stock of Glaukos. Also common stock of Glaukos common stock of Glaukos On November 21, 2019, the Avedro Merger was consummated in a stock-for-stock transaction for total consideration of $437.8 million (Merger Consideration). Immediately following the Avedro Merger closing, the Company used approximately $22.5 million for payment of debt assumed as a result of the Avedro Merger. See Note 4, Fair Value Measurements , Note 6, Business Combinations , Note 7, Intangible Assets and Goodwill and Note 9, Stock-Based Compensation and Note 10, Income Taxes for additional details regarding the impact of the Avedro Merger on the Company’s condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies There have been no significant changes in the Company’s significant accounting policies during the three months ended March 31, 2020, as compared with those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 2, 2020, including the Company’s adoption of the accounting pronouncements noted below in the sub-heading “ Recently Adopted Accounting Pronouncements Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates and assumptions. Management considers many factors in selecting appropriate financial accounting policies and controls and in developing the estimates and assumptions that are used in the preparation of these condensed consolidated financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. The most significant estimates in the accompanying condensed consolidated financial statements relate to revenue recognition, the incremental borrowing rate related to the Company’s leased assets, stock-based compensation expense and the valuation of certain intangible assets related to the Company’s acquisition of Avedro. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, this process may result in actual results differing materially from those estimated amounts used in the preparation of the condensed consolidated financial statements. In international customers and markets. As a result, there may be changes to the Company’s estimates regarding the impact of COVID-19 in future periods. Segments The Company has one business activity: the development and commercialization of therapies designed to treat glaucoma, corneal disorders and retinal diseases, and operates as one operating segment. The Company determined its operating segment on the same basis that it uses to evaluate its performance internally. The Company’s chief operating decision-maker (CODM), its Chief Executive Officer, reviews its consolidated operating results for the purpose of allocating resources and evaluating financial performance. Foreign Currency Translation The accompanying condensed consolidated financial statements are presented in United States (U.S.) dollars. The Company considers the local currency to be the functional currency for its international subsidiaries. Accordingly, their assets and liabilities are translated into U.S. dollars using the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing throughout the periods presented. As a result, currency translation adjustments arising from period to period are charged or credited to accumulated other comprehensive income in stockholders’ equity. For the three months ended March 31, 2020, the Company reported foreign currency translation gains of approximately $1.2 million. For the three months ended March 31, 2019, the Company reported foreign currency translation gains of approximately $0.1 million. Unrealized gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency, primarily gains and losses on intercompany loans, are included in the condensed consolidated statements of operations as a component of other expense, net. For the three months ended March 31, 2020 the Company reported net unrealized foreign currency transaction losses of $2.0 million. For the three months ended March 31, 2019, the Company reported net unrealized foreign currency transaction losses of $0.1 million. Cash, Cash Equivalents and Short-term Investments The Company invests its excess cash in marketable securities, including money market funds, money market securities, bank certificates of deposits, corporate bonds, corporate commercial paper, U.S. government bonds and U.S. government agency bonds. For financial reporting purposes, liquid investment instruments purchased with an original maturity of three months or less are considered to be cash equivalents. Cash and cash equivalents are recorded at face value or cost, which approximates fair market value. The Company maintains cash balances in excess of amounts insured by the Federal Deposit Insurance Commission. Investments are stated at fair value as determined by quoted market prices. Investments are considered available-for-sale and, accordingly, unrealized gains and losses are included in accumulated other comprehensive income within stockholders’ equity. The Company’s entire investment portfolio, except for restricted cash, is considered to be available for use in current operations and, accordingly, all such investments are stated at fair value using quoted market prices and classified as current assets, although the stated maturity of individual investments may be one year or more beyond the balance sheet date. The Company did not have any trading securities or restricted investments at March 31, 2020 or December 31, 2019. Realized gains and losses and declines in value, if any, judged to be other-than-temporary on available-for-sale securities are reported in other expense, net. When securities are sold, any associated unrealized gain or loss previously reported as a separate component of stockholders’ equity is reclassified out of stockholders’ equity and recorded in the statements of operations in the period sold using the specific identification method. Accrued interest and dividends from investments are included in other expense, net. The Company periodically reviews its available-for-sale securities for other-than-temporary declines in fair value below the cost basis, and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Restricted Cash The Company had a bank issue a letter of credit related to its Aliso Viejo, California office building lease, which commenced on April 1, 2019. The letter of credit is secured with an amount of cash held in a restricted account of $8.8 million as of March 31, 2020 and December 31, 2019. Beginning on the first day of the thirty-seventh month of the lease term, and on each twelve month anniversary thereafter, the letter of credit will be reduced by 20% until the letter of credit amount has been reduced to $2.0 million. As a result of the Avedro Merger, the Company has two other irrevocable standby letters of credit secured with $0.4 million of cash in a restricted account related to its office lease agreements. Lastly, the Company maintains $0.2 million in restricted cash which is held to collateralize a credit card program. See Note 11, Commitments and Contingencies The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets that equate to the amount reported in the condensed consolidated statement of cash flows as of the beginning and end of the three month period ended March 31, 2020 (in thousands): March 31, December 31, 2020 2019 Cash and cash equivalents $ 53,614 $ 62,430 Restricted cash 9,326 9,326 Cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows $ 62,940 $ 71,756 Concentration of Credit Risk and Significant Customers Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist primarily of cash, cash equivalents, short-term investments and accounts receivable. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Additionally, the Company has established guidelines regarding investment instruments and their maturities which are designed to maintain preservation of principal and liquidity. The Company believes that the concentration of credit risk in its accounts receivable is mitigated by its credit evaluation process, relatively short collection terms and the level of credit worthiness of its customers. During the three months ended March 31, 2020 and March 31, 2019, none of the Company’s customers accounted for more than 10% of revenues. Accounts Receivable The Company sells its products directly to ambulatory surgery centers, hospitals, and physician private practices, with distributors being used in certain international locations where the Company does not have a direct commercial presence and the Company is exposed to credit losses primarily through sales of its products. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and periodic evaluation of customers’ receivables balances. Management estimates the adequacy of the allowance by using relevant available information, from internal and external sources, relating to past events, current conditions and forecasts. Historical credit loss experience provides the basis for estimation of expected credit losses and are adjusted as necessary using the relevant information available. The allowance for credit losses is measured on a collective basis when similar risk characteristic exists. The Company has identified one portfolio segment based on evaluation of the following risk characteristics: geographic regions, product lines, default rates and customer specific factors. Additionally, specific allowance amounts may be established to record the appropriate provision for customers that have a higher probability of non-payment. The Company charges off uncollectible receivables against the allowance when all attempts to collect the receivable have failed. The allowance for credit losses represents management’s best estimate of the amount of current expected credit losses and totaled approximately $1.6 million and $1.2 million as of March 31, 2020 and December 31, 2019, respectively, and there were not any bad-debt write offs charged during the three months ended March 31, 2020. As of March 31, 2020, the Company evaluated the current and expected future economic and market conditions surrounding the COVID-19 pandemic as it relates to collectability of its accounts receivable and determined the estimate of expected credit losses was not materially impacted. The Company will continue to re-evaluate the estimate of credit losses related to COVID-19 in conjunction with its assessment of expected credit losses in subsequent quarters. Additionally, no customers accounted for more than 10% of net accounts receivable as of March 31, 2020 and December 31, 2019. Inventory Except for inventory acquired in connection with the Avedro Merger, further described in Note 6, Business Combinations Management evaluates inventory for excess quantities and obsolescence and records an allowance to reduce the carrying value of inventory as determined necessary. As of March 31, 2020, the Company recorded inventory write-off charges and COVID-19 related excess and obsolete reserves, a portion of which included the associated fair-value step up of acquired Avedro inventory, totaling $7.9 million. Property and Equipment, Net Property and equipment is recorded at cost. Depreciation of property and equipment is generally provided using the straight-line method over the estimated useful lives of the assets, which range from three All long lived assets are reviewed for impairment in value when changes in circumstances dictate, based upon undiscounted future operating cash flows, and appropriate losses are recognized and reflected in current earnings to the extent the carrying amount of an asset exceeds its estimated fair value, determined by the use of appraisals, discounted cash flow analyses or comparable fair values of similar assets. The Company did not record any impairment charges during the three months ended March 31, 2020 or March 31, 2019. Intangible Assets Intangible assets primarily consist of developed technology, customer relationships, and in-process research and development (IPR&D) assets related to the Avedro Merger, as well as the buyout of a royalty payment obligation. Intangible assets with finite-lives include developed technology, customer relationships and the buyout of a royalty payment obligation, which are amortized on a straight-line basis over their estimated useful lives, which range from five Indefinite-lived intangible assets are comprised of IPR&D assets and are not amortized, but instead tested for impairment until the successful completion and commercialization, or abandonment, of the associated research and development efforts, at which point the IPR&D assets are either amortized over their estimated useful lives, or written-off immediately, as the case may be. Refer to Note 7, Intangible Assets and Goodwill Goodwill Goodwill represents the excess of the acquisition consideration for an acquired business over the fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortized, but is tested for impairment annually in the fourth quarter, or more frequently if events or circumstances indicate the carrying value may no longer be recoverable and that an impairment loss may have occurred. The Company operates as one segment, which is considered to be the sole reporting unit, and therefore goodwill is tested for impairment at the consolidated level. During the goodwill impairment review, management assesses qualitative factors to determine whether it is more likely than not that the fair value of the Company’s reporting unit is less than the carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions and industry and market considerations. If, after assessing the totality of these qualitative factors, the Company determines that it is not more likely than not that the fair value of its reporting unit is less than the carrying amount, then no additional assessment is deemed necessary. Otherwise, management proceeds to perform the test for goodwill impairment. The first step involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount of the reporting unit exceeds the fair value, the Company will record an impairment charge based on the excess of the reporting unit’s carrying amount over fair value. The Company may also elect to bypass the qualitative assessment in a period and elect to proceed to perform the first step of the goodwill impairment test. Refer to Note 6, Business Combinations Note 7, Intangible Assets and Goodwill Fair Value of Financial Instruments The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. The valuation of assets and liabilities is subject to fair value measurements using a three-tiered approach and fair value measurements are classified and disclosed by the Company in one of the following three categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Leases In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) The Company determines if an arrangement is a lease at inception. As a lessee, right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the Company does not have any outstanding debt or committed credit facilities, the Company estimates the incremental borrowing rate based on prevailing financial market conditions, peer company credit analyses, and management judgment. Operating lease right-of-use assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The lease terms used to calculate the right-of-use asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as amortization expense and interest expense using the accelerated interest method of recognition. Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers is entitled to in exchange for the goods it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company elects to use the following practical expedients: (i) to exclude disclosures of transaction prices allocated to remaining performance The Company derives its revenue from sales of its products in the United States and internationally. Customers are primarily comprised of ambulatory surgery centers, hospitals and physician private practices, with distributors being used in certain international locations where the Company does not have a direct commercial presence. The Company concluded that one performance obligation exists for the majority of its contracts with customers which is to deliver products in accordance with the Company’s normal delivery times. Revenue is recognized when this performance obligation is satisfied, which is the point in time when the Company considers control of a product to have transferred to the customer. Revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for those products or services. The Company has determined the transaction price to be the invoice price, net of adjustments, which includes estimates of variable consideration for product returns. The Company offers volume-based rebate agreements to certain customers and, in these instances, the Company provides a rebate (in the form of a credit memo) at the contract’s conclusion, if earned by the customer. In such cases, the transaction price is allocated between the Company’s delivery of product and the issuance of a rebate at the contract’s conclusion for the customer to utilize on prospective purchases. The performance obligation to issue a customer’s rebate, if earned, is transferred over time and the Company’s method of measuring progress is the output method, whereby the progress is measured by the estimated rebate earned to date over the total rebate estimated to be earned over the contract period. The provision for volume-based rebates is estimated based on customers’ contracted rebate programs and the customers’ projected sales levels. The Company periodically monitors its customer rebate programs to ensure the rebate allowance is fairly stated. The Company’s rebate allowance is included in accrued liabilities in the condensed consolidated balance sheets and estimated rebates accrued were not material during the periods presented. Additionally, the Company has a performance obligation related to certain customers’ right to a future discount on single dose pharmaceutical purchases in the U.S., and that performance obligation is expected to be recognized when the customer elects to utilize the discount, which is generally within one year from the date earned. Additionally, the Company has a performance obligation related to its extended warranty agreements with customers related to its KXL systems. Customers are not granted specific rights of return; however, the Company may permit returns of certain products from customers if such product is returned in a timely manner and in good condition. The Company generally provides a warranty on its products for one year from the date of shipment, and offers an extended warranty for its KXL systems. Any product found to be defective or out of specification will be replaced at no charge during the warranty period. Estimated allowances for sales returns and warranty replacements are recorded at the time of sale of the product and are estimated based upon the historical patterns of product returns matched against sales, and an evaluation of specific factors that may increase the risk of product returns. Product returns and warranty replacements to date have been consistent with amounts reserved or accrued and have not been significant. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates which would affect net product revenue and earnings in the period such variances become known. Shipping and Handling Costs All shipping and handling costs are expensed as incurred and are charged to general and administrative expense. Charges to customers for shipping and handling are credited to general and administrative expense. Income Taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at the applicable tax rates, along with net operating loss (NOL) and tax credit carryovers. The Company records a valuation allowance against its deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized. Management has considered estimated taxable income and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance. Based upon the weight of available evidence, which includes the Company’s historical operating performance and limited potential to utilize tax credit carryforwards, the Company has determined that a substantial portion of its deferred tax assets should be offset by a valuation allowance. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes increases or decreases, respectively, in the period such determination is made. The Company is required to file federal and state income tax returns in the United States and various other state jurisdictions. The Company also files income tax returns in the foreign countries in which its subsidiaries operate. The preparation of these income tax returns requires the Company to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid. Additionally, the Company follows an accounting standard addressing the accounting for uncertainty in income taxes that prescribes rules for recognition, measurement, and classification in the condensed consolidated financial statements of tax positions taken or expected to be taken in a tax return. Research and Development Expenses Major components of research and development expense include personnel costs, preclinical studies, clinical trials and related clinical product manufacturing, materials and supplies, and fees paid to consultants. Research and development costs are expensed as goods are received or services are rendered. Costs to acquire technologies to be used in research and development that have not reached technological feasibility and have no alternative future use are also expensed as incurred. At each financial reporting date, the Company accrues the estimated unpaid costs of clinical study activities performed during a period by third party clinical sites with whom the Company has agreements that provide for fees based upon the quantities of subjects enrolled and clinical evaluation visits that occur over the life of the study. The cost estimates are determined based upon a review of the agreements and data collected by internal and external clinical personnel as to the status of enrollment and subject visits, and are based upon the facts and circumstances known to the Company at each financial reporting date. If the actual performance of activities varies from the assumptions used in the cost estimates, the accruals are adjusted accordingly. There have been no material adjustments to the Company’s prior period accrued estimates for clinical trial activities during the three months ended March 31, 2020. Stock-Based Compensation The Company recognizes compensation expense for all stock-based awards granted to employees and nonemployees, including members of its board of directors. The fair value of stock option awards is estimated at the grant date using the Black-Scholes option pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period using the straight-line method. The determination of the fair value-based measurement of stock options on the date of grant using an option pricing model is affected by the determination of the fair value of the underlying stock as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company’s stock price volatility over the expected term of the grants, and actual and projected stock option exercise behaviors. In the future, as additional empirical evidence regarding these estimates becomes available, the Company may change or refine its approach of deriving them, and these changes could impact the fair value-based measurement of stock options granted in the future. Changes in the fair value-based measurement of stock awards could materially impact the Company’s operating results. As further described in Note 9, Stock-Based Compensation The fair value of restricted stock unit (RSU) awards made to employees and nonemployees is equal to the closing market price of the Company’s common stock on the grant date. Software Costs Capitalized implementation costs related to a hosting arrangement that is a service contract are recorded in prepaid expenses and other current assets and then are amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. The Company currently expenses software service costs along with certain implementation costs that cannot be capitalized. Comprehensive Loss All components of comprehensive loss, including net loss, are reported in the condensed consolidated financial statements in the period in which they are recognized. Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on marketable securities and foreign currency translation adjustments. Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares that were outstanding for the period, without consideration for common stock equivalents. For periods when the Company realizes a net loss, no common stock equivalents are included in the calculation of weighted average number of dilutive common stock equivalents as the effect of applying the treasury stock method is considered anti-dilutive. For periods when the Company realizes net income, diluted net income per share is calculated by dividing the net income by the weighted average number of common shares plus the sum of the weighted average number of dilutive common stock equivalents outstanding for the period determined using the treasury stock method. Common stock equivalents are comprised of stock options outstanding and unvested RSUs under the Company’s incentive compensation plans, and shares issuable under the Company’s Employee Stock Purchase Plan (ESPP). Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive were as follows (in common stock equivalent shares, in thousands): Three Months Ended March 31, 2020 2019 Stock options outstanding 4,328 3,572 Unvested restricted stock units 470 351 Employee stock purchase plan 6 16 4,804 3,939 Recently Issued Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU No. 2018-14, Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requiring entities to use a forward-looking approach based on expected losses rather than incurred Codification Improvements to Topic 326, Financial Instruments—Credit Losses Additionally, for available-for-sale debt securities with unrealized losses, ASU 2016-13 now requires allowances to be recorded instead of reducing the amortized cost of the investment. ASU 2016-13 limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. Given the composition of the Company’s available-for-sale securities, this does not have a material impact on the condensed consolidated financial statements as of March 31, 2020. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) In August 2018, the FASB issued ASU No. 2018-15 , Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Note 11 Commitments and Contingencies In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. adopt ASU 2019-12 effective December 31, 2019 and the adoption did not have a material impact to the Company’s condensed consolidated financial statements. |
Balance Sheet Details
Balance Sheet Details | 3 Months Ended |
Mar. 31, 2020 | |
Balance Sheet Details | |
Balance Sheet Details | Note 3. Balance Sheet Details Short-term Investments Short-term investments consisted of the following (in thousands): At March 31, 2020 Maturity Amortized cost Unrealized Unrealized Estimated (in years) or cost gains losses fair value U.S. government agency bonds less than 1 1,500 3 — 1,503 Bank certificates of deposit less than 1 12,400 21 (11) 12,410 Commercial paper less than 1 8,973 5 (16) 8,962 Corporate notes less than 3 63,719 198 (345) 63,572 Asset-backed securities less than 3 23,591 87 (29) 23,649 Total $ 110,183 $ 314 $ (401) $ 110,096 At December 31, 2019 Maturity Amortized cost Unrealized Unrealized Estimated (in years) or cost gains losses fair value U.S. government bonds less than 1 $ — $ — $ — $ — U.S. government agency bonds less than 1 — — — — Bank certificates of deposit less than 1 12,999 7 — 13,006 Commercial paper less than 1 7,475 8 — 7,483 Corporate notes less than 3 65,354 295 (10) 65,639 Asset-backed securities less than 3 25,333 99 (7) 25,425 Total $ 111,161 $ 409 $ (17) $ 111,553 Accounts Receivable, Net Accounts receivable consisted of the following (in thousands): March 31, December 31, 2020 2019 Accounts receivable $ 30,472 $ 39,657 Allowance for credit losses (1,587) (1,240) $ 28,885 $ 38,417 Inventory, Net Inventory, net consisted of the following (in thousands): March 31, December 31, 2020 2019 Finished goods $ 18,108 $ 32,108 Work in process 2,730 3,884 Raw material 6,861 6,586 $ 27,699 $ 42,578 Accrued Liabilities Accrued liabilities consisted of the following (in thousands): March 31, December 31, 2020 2019 Accrued bonuses $ 4,149 $ 13,525 Accrued vacation benefits 3,201 2,784 Accrued legal expenses 4,277 3,957 Other accrued liabilities 26,507 31,653 $ 38,134 $ 51,919 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | Note 4. Fair Value Measurements Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value (in thousands): At March 31, 2020 Quoted prices Significant in active other Significant markets for observable unobservable March 31, identical assets inputs inputs 2020 (Level 1) (Level 2) (Level 3) Assets Money market funds (i) $ 3,975 $ 3,975 $ - $ - U.S. government agency bonds (ii) 1,503 - 1,503 - Bank certificates of deposit (ii) (iii) 13,909 - 13,909 - Commercial paper (ii) 8,961 - 8,961 - Corporate notes (ii) 63,573 - 63,573 - Asset-backed securities (ii) 23,650 - 23,650 - Total Assets $ 115,571 $ 3,975 $ 111,596 $ - Liabilities Cash-settled stock options $ 2,165 $ - $ 2,165 $ - Total liabilities $ 2,165 $ - $ 2,165 $ - At December 31, 2019 Quoted prices Significant in active other Significant markets for observable unobservable December 31, identical assets inputs inputs 2019 (Level 1) (Level 2) (Level 3) Assets Money market funds (i) $ 2,530 $ 2,530 $ - $ - Bank certificates of deposit (ii) (iv) 14,208 - 14,208 - Commercial paper (ii) 7,484 - 7,484 - Corporate notes (ii) 65,638 - 65,638 - Asset-backed securities (ii) 25,424 - 25,424 - Total Assets $ 115,284 $ 2,530 $ 112,754 $ - Liabilities Cash-settled stock options $ 6,685 - 6,685 - Total liabilities $ 6,685 $ - $ 6,685 $ - (i) Included in cash and cash equivalents with a maturity of three months or less from date of purchase on the condensed consolidated balance sheets. (ii) Included in short-term investments on the condensed consolidated balance sheets. (iii) As of March 31, 2020, a bank certificate of deposit investment totaling $1,500 (in thousands) is included in cash and cash equivalents on the condensed consolidated balance sheets, as the investment has a maturity of three months or less from the date of purchase on the condensed consolidated balance sheets. (iv) As of December 31, 2019, a bank certificate of deposit totaling $1,201 (in thousands) is included in cash and cash equivalents on the condensed consolidated balance sheets, as the investment has a maturity of three months or less from the date of purchase on the condensed consolidated balance sheets. Money market funds and currency are highly liquid investments and are actively traded. The pricing information on these investment instruments is readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy. U.S. government agency bonds, U.S. government bonds, bank certificates of deposit, commercial paper, corporate notes and asset-backed securities are measured at fair value using Level 2 inputs. The Company reviews trading activity and pricing for these investments as of each measurement date. When sufficient quoted pricing for identical securities is not available, the Company uses market pricing and other observable market inputs for similar securities obtained from third party data providers. These inputs represent quoted prices for similar assets in active markets or these inputs have been derived from observable market data. This approach results in the classification of these securities as Level 2 of the fair value hierarchy. The fair value of cash-settled stock options is based on the Black-Scholes option valuation model utilizing the Company’s stock price, the cash-settled options’ remaining term, expected stock price volatility, and the risk-free interest rate as of the measurement date. The changes in the fair value are reflected in compensation expense within selling, general and administrative expense on the consolidated income statement. See Note 9 Stock-Based Compensation There were no transfers between levels within the fair value hierarchy during the periods presented. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases | |
Leases | Note 5. Leases The Company has operating and finance leases for facilities and certain equipment. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheet. Lease expense for operating leases is recognized on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of ASC 842, the Company combines lease and non-lease components. See Note 2 Summary of Significant Accounting Policies The Company’s leases have remaining non-cancelable lease terms of approximately one year to thirteen years, some of which include options to extend the leases for up to ten years, and some of which include options to terminate the lease within one year. The exercise of lease renewal options is at the Company’s sole discretion. In certain of the Company’s lease agreements, the rental payments are adjusted periodically to reflect actual charges incurred for common area maintenance, landlord incentives and/or inflation. The Company leases two adjacent facilities located in San Clemente, California. During December 2018, the Company extended the term of these facilities by three years, both of which now expire on December 31, 2024. Each agreement contains an option to extend the lease for one additional three year period at market rates. The total leased square footage of these facilities equals approximately 98,000. In conjunction with these extensions, the lease landlord agreed to provide the Company with a tenant improvement allowance in the amount of the cost of any leasehold improvements, not to exceed approximately $0.3 million upon the Company providing the necessary documentation evidencing the costs of the allowable leasehold improvements. On November 14, 2018, the Company entered into an office building lease pursuant to which the Company will lease one property containing three existing office buildings, comprising approximately 160,000 rentable square feet of space, located in Aliso Viejo, California (Aliso Facility) which was accounted for as a finance lease. The term of the Aliso Facility commenced on April 1, 2019 and continues for thirteen years. The agreement contains an option to extend the lease for two additional five year periods at market rates. The Company intends to relocate its corporate administrative headquarters, along with certain laboratory, research and development and warehouse space, to the Aliso Facility. The lease landlord agreed to provide the Company with a tenant improvement allowance in the amount of the cost of any leasehold improvements, not to exceed approximately $12.6 million upon the Company providing the necessary documentation evidencing the costs of the allowable leasehold improvements. The Company currently intends to maintain its manufacturing facilities at its San Clemente location for the foreseeable future. As a result of the Avedro Merger, the Company leases approximately 27,000 square feet of office and laboratory space in Waltham, Massachusetts, pursuant to a lease agreement that expires in 2023. The Company also currently occupies approximately 19,000 square feet of leased manufacturing space in Burlington, Massachusetts pursuant to a lease agreement that expires in 2023. The Company’s remaining U.S.-based and foreign subsidiaries’ leased office space totals less than 14,000 square feet. The following table presents the lease balances within the condensed consolidated balance sheets: Leases March 31, December 31, (in thousands) Classification 2020 2019 Assets Operating Operating lease right-of-use asset $ 15,059 $ 15,704 Finance Finance lease right-of-use asset 53,441 54,048 Total lease assets $ 68,500 $ 69,752 Liabilities Current Operating Accrued liabilities $ 2,401 $ 2,401 Finance Accrued liabilities — — Noncurrent Operating Operating lease liability 13,601 14,195 Finance Finance lease liability 59,316 58,435 Total lease liabilities $ 75,318 $ 75,031 Note: As the implicit rates in the Company’s leases are not readily available, the incremental borrowing rate was determined based on the information available at commencement date in determining the present value of lease payments. For the three month periods ended March 31, 2020 and March 31, 2019, the components of operating and finance lease expenses were as follows: Three Months Ended Three Months Ended Lease Cost March 31, March 31, (in thousands) Classification 2020 2019 Fixed operating lease cost Selling, general and administrative expenses $ 938 (a) $ 938 (a) Finance lease cost Amortization of right-of-use asset included in Selling, General and Administrative Expenses $ 607 $ 607 Finance lease cost Interest on lease liability $ 881 $ 881 (a) Includes short-term leases, which are immaterial. The following table presents the maturity of the Company’s operating and finance lease liabilities as of March 31, 2020: Maturity of Lease Liabilities Operating Finance (in thousands) Leases (a) Leases (b) Remainder of 2020 $ 2,412 $ — 2021 3,197 — 2022 3,123 — 2023 2,230 3,543 2024 2,023 5,184 2025 2,052 5,340 2026 2,112 5,500 Thereafter 2,111 107,522 Total lease payments $ 19,260 $ 127,089 Less: imputed interest 3,258 67,773 Total lease liabilities $ 16,002 $ 59,316 (a) Operating lease payments include $12.0 million related to options to extend lease terms that are reasonably certain of being exercised. (b) Finance lease payments include $75.8 million related to options to extend lease terms that are reasonably certain of being exercised. The weighted-average remaining lease term and weighted-average discount rate related to the Company’s operating and finance leases as of March 31, 2020 were: Lease Term and Discount Rate 2020 Weighted-average remaining lease term (years) Operating leases 6.4 Finance leases 22.0 Weighted-average discount rate Operating leases 5.5 % Finance leases 6.0 % Supplemental cash flow information related to the Company’s operating and finance leases was as follows: Three Months Ended Three Months Ended Other Information March 31, March 31, (in thousands) 2020 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 864 $ 531 Right-of-use asset obtained in exchange for lease obligations: Operating lease $ 61 $ 61 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations | |
Business Combinations | Note 6. Business Combinations As a result of the Avedro Merger previously discussed in Note 1, Organization and Basis of Presentation The fair value of consideration transferred at closing was $437.8 million (the Merger Consideration), that consisted of Glaukos shares worth $406.8 million issued to replace Avedro common stock, Glaukos shares worth $0.2 million to replace certain vested Avedro warrants, and $30.8 million of value attributable to the pre-combination services associated with replacement of all Avedro outstanding and unexercised stock option awards and all outstanding restricted stock units (Replacement Awards). See Note 9, Stock-based Compensation Avedro shares of common stock outstanding at closing 17,670,003 Exchange Ratio 0.365 Right to receive shares of Glaukos 6,449,551 Glaukos closing stock price on November 21, 2019 $ 63.07 Fair value of Glaukos common stock issued in the Avedro Merger, plus an immaterial amount of cash paid for fractional shares $ 406,776 Fair value of Glaukos common stock issued to replace certain vested Avedro warrants $ 189 Fair value of Replacement Awards attributable to pre-combination services $ 30,786 Total Merger Consideration $ 437,751 The Company performed a valuation analysis of the fair market value of Avedro’s assets and liabilities as of closing. The following table sets forth a preliminary allocation of the Merger Consideration to the identifiable tangible and intangible assets acquired and liabilities assumed, with the excess recorded to goodwill. This allocation of the Merger Consideration as of November 21, 2019 may be subject to revision if new facts and circumstances arise over the measurement period, which may extend up to one year from closing (in thousands): Assets Acquired: Cash $ 49,101 Accounts receivable 13,113 Inventory 33,339 Prepaid expenses and other current assets 2,522 Restricted cash 551 Property and equipment 1,489 Intangible assets 385,200 Goodwill 66,134 Liabilities Assumed: Accounts payable 7,056 Accrued liabilities 6,776 Deferred revenue 1,389 Debt 22,496 Deferred revenue, non-current 43 Deferred tax liability 75,938 Fair value of net assets acquired $ 437,751 Goodwill represents the excess of the Merger Consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed. Goodwill is attributable to the assembled workforce of experienced personnel at Avedro and expected synergies, and is not deductible for tax purposes. Additionally, the fair market value inventory adjustment totaled approximately $29.0 million and is being amortized to cost of sales over the inventory’s expected turnover period. The fair value and estimated useful lives of the Avedro intangible assets are as follows (in thousands, except where noted): Estimated Fair Useful Life Value (in years) Intangible assets subject to amortization: Developed technology $ 252,200 11.4 Customer relationships 14,100 5 Total $ 266,300 Intangible assets not subject to amortization: In-process research and development (IPR&D) $ 118,900 Indefinite Total intangible assets $ 385,200 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2020 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | Note 7. Intangible Assets and Goodwill Avedro intangible assets As part of the Avedro Merger on November 21, 2019, the Company acquired identifiable intangible assets for (1) developed technology related to Photrexa Avedro’s corneal remodeling platform, which will not be amortized until technological feasibility is met, but will be assessed for impairment annually, or more frequently if indicators of impairment become present. The fair value of developed technology and IPR&D assets were determined using an excess earnings methodology. Significant assumptions used in the valuation include: (i) the period in which material net cash inflows are expected to commence, which was estimated to be 2021 for developed technology and 2023 for IPR&D assets, and (ii) the risk-adjusted discount rate of 11% for developed technology and 13% for IPR&D assets. For the three months ended March 31, 2020, amortization expense related to the above finite-lived intangible assets was approximately $5.5 million and $0.7 million, recorded in cost of sales and selling, general and administrative expenses, respectively, in the condensed consolidated statement of operations. There was no amortization expense related to these intangible assets during the three months ended March 31, 2019. The Company evaluated its indefinite-lived intangible assets for impairment in connection with the COVID-19 pandemic utilizing the methodology pursuant to the adoption of ASU 2017-04 and concluded these intangible assets were not impaired as of March 31, 2020. Goodwill As a result of the Avedro Merger, $66.1 million in goodwill was recorded as of December 31, 2019. For additional details, refer to Note 6, Business Combinations The following table presents the composition of our intangible assets and goodwill (in thousands): Estimated As of March 31, 2020 As of December 31, 2019 Useful Gross Gross Life Carrying Accumulated Net Carrying Accumulated Net (in years) Amount Amortization Amount Amount Amortization Amount Developed technology 11.4 $ 252,200 (7,824) 244,376 252,200 (2,301) 249,899 Customer relationships 5.0 14,100 (999) 13,101 14,100 (294) 13,806 Intangible assets subject to amortization 266,300 (8,823) 257,477 266,300 (2,595) 263,705 In-process research and development Indefinite $ 118,900 — 118,900 118,900 — 118,900 Goodwill Indefinite $ 66,134 — 66,134 66,134 — 66,134 Total $ 451,334 $ (8,823) $ 442,511 $ 451,334 $ (2,595) $ 448,739 As of March 31, 2020, expected amortization expense for unamortized finite-lived intangible assets for the next five years and thereafter is as follows (in thousands): Amortization Expense 2020 $ 18,684 2021 24,912 2022 24,912 2023 24,912 2024 24,619 Thereafter 139,438 Total amortization $ 257,477 Actual amortization expense to be reported in future periods could differ from these estimates as a result of asset impairments, acquisitions, or other facts and circumstances. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contracts with Customers | |
Revenue from Contracts with Customers | Note 8. Revenue from Contracts with Customers The Company’s net sales are generated primarily from sales of iStent Photrexa Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for goods or services, and all of the Company’s net sales are considered revenue from contracts with customers. Disaggregation of Revenue The Company’s revenues disaggregated by product category, for the three months ended March 31, 2020 and March 31, 2019 was as follows (in thousands): Three months ended March 31, 2020 2019 Glaucoma $ 44,133 $ 54,026 Corneal Health 11,203 — Total $ 55,336 $ 54,026 The following table presents the Company’s revenues disaggregated by geography for the three months ended March 31, 2020 and March 31, 2019 (in thousands): Three months ended March 31, 2020 2019 United States $ 41,384 $ 44,218 International 13,952 9,808 Total net sales $ 55,336 $ 54,026 Contract Balances Contract Assets Amounts are recorded as accounts receivable when the Company’s right to consideration becomes unconditional. Payment terms on invoiced amounts are typically 30 days for glaucoma and corneal health products, though extended payment terms on corneal health products may be offered. However, the Company does not consider any significant financing components in customer contracts given the expected time between transfer of the promised products and the payment of the associated consideration is less than one year. As of March 31, 2020 and December 31, 2019, all amounts included in accounts receivable, net on the condensed consolidated balance sheets are related to contracts with customers. Sales commissions earned on U.S. sales of KXL systems are capitalized as the commissions represent costs to obtain a contract and the amortization period is deemed greater than one year. These costs are deferred in other assets on the Company’s condensed consolidated balance sheet, net of the short term portion included in prepaid assets and other current assets, and are amortized as a sales and marketing expense on a straight-line basis over the expected period of benefit. Capitalized sales commissions and the related amortization expense included in the condensed consolidated financial statements were immaterial as of March 31, 2020 and December 31, 2019. Aside from the aforementioned contract assets, the Company does not have any contract assets given that the Company does not have any unbilled receivables and sales commissions on other products are expensed within selling, general and administrative expenses within the condensed consolidated statement of operations when incurred as any incremental cost of obtaining contracts with customers would have an amortization period of less than one year. Contract Liabilities Contract liabilities reflect consideration received from customers’ purchases allocated to the Company’s future performance obligations. The Company has a performance obligation to issue a rebate to customers who may be eligible for a rebate at the conclusion of their contract term. This performance obligation is transferred over time and the Company’s method of measuring progress is the output method, whereby the progress is measured by the estimated rebate earned to date over the total rebate estimated to be earned over the contract period. The Company’s rebate allowance is included in accrued liabilities in the condensed consolidated balance sheets and estimated rebates accrued were not material during the periods presented. Additionally, in the U.S. the Company has a performance obligation related to its customers’ right to a future discount on single dose pharmaceutical purchases, and, to a lesser extent, extended warranty service contracts. The amount allocated to the customers’ right to a future discount and is expected to be recognized when the customer elects to utilize the discount, which is generally within one year. As of March 31, 2020 and December 31, 2019, this amount was immaterial as was the amount allocated to extended warranty service contracts. During the three months ended March 31, 2020 and March 31, 2019, the Company did not recognize any revenue related to material changes in transaction prices regarding its contracts with customers and did not recognize any material changes in revenue related to amounts included in contract liabilities at the beginning of the period. The Company’s net sales within a fiscal year may be impacted seasonally, as demand for U.S. ophthalmic procedures is typically softer in the first quarter and stronger in the fourth quarter of a given year. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Stock-Based Compensation. | |
Stock-Based Compensation | Note 9. Stock-Based Compensation The Company has four stock-based compensation plans (collectively, the Stock Plans)—the 2001 Stock Option Plan (the 2001 Stock Plan), the 2011 Stock Plan (the 2011 Stock Plan), the 2015 Omnibus Incentive Compensation Plan (the 2015 Stock Plan) and the ESPP. The 2015 Stock Plan permits grants of RSU awards. The purpose of these Stock Plans is to provide incentives to employees, directors and nonemployee consultants. The Company no longer grants any awards under the 2001 Stock Plan and the 2011 Stock Plan. The maximum term of any stock options granted under the Stock Plans is 10 years. For employees and nonemployees, stock options generally vest 25% on the first anniversary of the original vesting date, with the balance vesting monthly or annually over the remaining three years. Stock options are granted at exercise prices at least equal to the fair value of the underlying stock at the date of the grant. For employees and nonemployees, generally, RSU awards vest 25% on each of the first, second third fourth The Compensation Committee has approved the grant of performance-based equity awards (PBEAs) to the Company’s named executive officers and certain other employees pursuant to the 2015 Stock Plan. These PBEAs will only vest upon the Compensation Committee’s determination that a pre-defined Company operational goals were satisfied. The ESPP permits eligible employees to purchase shares of the Company’s common stock, using contributions via payroll deductions of up to 15% of their earnings, at a price per share equal to 85% of the lower of the stock’s fair market value on the offering date or purchase date. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. On November 21, 2019, in connection with the Avedro Merger, the Company granted the following Replacement Awards to employees of Avedro: (i) approximately 0.2 million cash-settled stock options to certain executives, which became fully vested on December 31, 2019, (ii) approximately 0.1 million stock options and approximately 5,500 restricted stock units to members of Avedro’s board of directors, which were granted with no post-combination vesting requirements, and (iii) approximately 0.7 million stock options and approximately 0.1 million restricted stock units, which are subject to time-based vesting requirements. Approximately $30.8 million of the fair value of the Replacement Awards was attributable to pre-combination service and was included in the purchase price of Avedro (see Note 6 Business Combinations All share-based compensation arrangements The following table summarizes the allocation of stock-based compensation related to stock options and RSUs and includes Replacement Awards, as well as cash-settled stock options in the accompanying condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2020 2019 Cost of sales $ 461 $ 223 Selling, general and administrative 10,257 5,487 Research and development 3,287 1,419 Total $ 14,005 $ 7,129 (i) Of the total stock-based compensation amount of $14.0 million, a $(3.2) million fair value adjustment was recorded during the three months ended March 31, 2020 related to cash-settled stock options, and the remaining liability of $2.2 million is included in accrued liabilities on the condensed consolidated balance sheet. At March 31, 2020, the total unamortized stock-based compensation expense was approximately $49.2 million of which $26.1 million was attributable to stock options and is to be recognized over the stock options’ remaining vesting terms of approximately 4.0 years (1.9 years on a weighted average basis). The remaining $23.1 million was attributable to RSUs and is to be recognized over the restricted stock units’ vesting terms of approximately 4.0 years (2.7 years on a weighted-average basis). The cash-settled stock options were fully expensed as of December 31, 2019. The total stock-based compensation cost capitalized in inventory was not material for the three month periods ended March 31, 2020 and March 31, 2019. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Taxes | |
Income Taxes | Note 10. Income Taxes The provision for income taxes is determined using an effective tax rate. For the three months ended March 31, 2020, the Company’s estimated effective tax rate of 0.83% was lower than the U.S. federal statutory rate primarily due to the generation of U.S. NOL carryforwards for which no benefit has been recognized due to the Company’s full valuation allowance, as well as state and foreign income taxes. The effective tax rate may be subject to fluctuations during the year as new information is obtained which may affect the assumptions used to estimate the effective tax rate, including factors such as expected utilization of NOL carryforwards, changes in or the interpretation of tax laws in jurisdictions where the Company conducts business, the Company’s expansion into new states or foreign countries, and the amount of valuation allowances against deferred tax assets. For the three months ended March 31, 2020, the Company recorded a benefit for income taxes of $(450,000), which was primarily comprised of U.S. federal, state, and foreign income taxes. For the three months ended March 31, 2019, the Company recorded a provision for income taxes of $122,000, which was primarily comprised of state and foreign income taxes. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of its assets and liabilities, along with NOL and tax credit carryforwards. The Company records a valuation allowance against its deferred tax assets to reduce the net carrying value to an amount it believes is more likely than not to be realized. When the Company establishes or reduces the valuation allowance against its deferred tax assets, the provision for income taxes will increase or decrease, respectively, in the period such determination is made. For the three months ended March 31, 2020, the Company has established a valuation allowance for a significant portion of its deferred tax assets. Additionally, the Company follows an accounting standard addressing the accounting for uncertainty in income taxes that prescribes rules for recognition, measurement and classification in the financial statements of tax positions taken or expected to be taken in a tax return. As of March 31, 2020 and March 31, 2019, the Company had gross unrecognized tax benefits of $17.8 million and $13.6 million, respectively. On March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act (CARES Act). The CARES Act is an emergency economic stimulus package that includes spending and tax relief measures to strengthen the United States economy and fund a nationwide effort to curtail the effects of COVID-19. Some of the more significant provisions which are expected to impact the Company’s condensed consolidated financial statements include increasing the NOL carryback period for certain losses to |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Patent Litigation On April 14, 2018, the Company filed a patent infringement lawsuit against Ivantis, Inc. (Ivantis) in the U.S. District Court for the Central District of California, Southern Division (the Court), alleging that Ivantis’ Hydrus ® iStent inject Securities Litigation Four alleged Avedro stockholders filed lawsuits challenging the Avedro Merger. Two of those lawsuits, Kent v. Avedro, Inc. , et. al, 1:19-cv-01845-MN filed in the United States District Court for the District of Delaware and Thompson v. Avedro, Inc., et. al, 1:19-cv-02075-UNA filed in the United States District Court for the Southern District of Delaware, named as defendants Avedro and each member of the Avedro board of directors, including former directors Dr. Gilbert H. Kliman and Thomas W. Burns, as well as Glaukos and Merger Sub. The other two lawsuits, Payne v. Avedro, Inc. et. al , 1:19-cv-02019-CFC in the United States District Court for the District of Delaware and Bushansky v. Avedro, Inc. et. al, 1:19-cv-10015-LAP in the United States District Court for the Southern District of New York, named as defendants Avedro and each member of the Avedro board of directors but did not name former Avedro directors, Glaukos or Merger Sub as defendants. The plaintiffs in these actions generally alleged that the Registration Statement filed in connection with the Avedro Merger omitted material information with respect to the Avedro Merger, which rendered such Registration Statement false and misleading. The complaints sought a preliminary and permanent injunction of the Avedro Merger and, if the Avedro Merger was consummated, rescission or rescissory damages. The complaints also sought the dissemination of a registration statement that disclosed certain information requested by the plaintiffs as well as attorneys' and experts' fees. On January 8, 2020, following Avedro’s filing of additional disclosures which rendered the plaintiffs’ disclosure claims moot, Glaukos entered into a Confidential Fee Agreement (Confidential Fee Agreement) with each of the plaintiffs listed above, and the Confidential Fee Agreement settlement amounts were immaterial. Pursuant to the terms of the Confidential Fee Agreement, the plaintiffs agreed to dismiss the respective actions with prejudice as to each of the named plaintiffs and without prejudice as to the claims of the putative class of Avedro stockholders. Avedro and the other named defendants maintain that they committed no breach of fiduciary duty and that there is no merit with respect to any allegation asserted in connection with the Avedro Merger or any public disclosures, but wished to settle the actions to eliminate the burden, expense, and uncertainties of further litigation. With respect to the matters described above under Patent Litigation Secured Letters of Credit The Company had a bank issue a letter of credit in the amount of $8.8 million that is related to its Aliso Facility. The letter of credit is secured with an amount of cash held in a restricted account of approximately $8.8 million as of March 31, 2020 and March 31, 2019. Beginning as of the first day of the thirty-seventh month of the lease term, and on each twelve month anniversary thereafter, the letter of credit will be reduced by 20% until the letter of credit amount has been reduced to $2.0 million. As a result of the Avedro Merger, the Company has two other irrevocable standby letters of credit secured with $0.4 million of cash in a restricted account related to its office lease agreements. Lastly, the Company maintains $0.2 million in restricted cash which is held to collateralize a credit card program. Corporate Restructuring Costs Following the Avedro Merger, the Company initiated a restructuring plan that includes an estimated headcount reduction of 40 employees and a reallocation of responsibilities primarily within the selling, general and administrative functions. The Company measured and accrued the liabilities associated with employee separation costs at fair value as of the date the plan was announced and terminations were communicated to employees, which primarily includes severance pay and other separation costs such as benefit continuation. As of March 31, 2020 the Company has accrued $0.9 million of restructuring plan costs, has paid approximately $3.6 million in separation costs since the inception of the plan, and expects to incur a total of approximately $5.2 million in restructuring charges upon completion of the plan, which is expected to be completed in 2021. 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 appropriateness with the Company’s restructuring plans. A reconciliation of the beginning and ending balance of the restructuring reserve, included in accrued liabilities on the condensed consolidated balance sheet, is as follows (in thousands): Three months ended March 31, 2020 Balance at beginning of period $ 4,096 Total restructuring accrual charges 462 Employee separation payments (3,634) Balance at end of period $ 924 Regents of the University of California On December 30, 2014, the Company executed an agreement (the UC Agreement) with the Regents of the University of California (the University) to correct inventorship in connection with a group of the Company’s U.S. patents (the Patent Rights) and to obtain from the University a covenant that it did not and would not claim any right or title to the Patent Rights and will not challenge or assist any others in challenging the Patent Rights. In connection with the UC Agreement, Glaukos agreed to pay to the University a low single-digit percentage of worldwide net sales of certain current and future products, including the Company’s iStent GMP Visions Solutions, Inc. In November 2013, the Company entered into an amended agreement (the Buyout Agreement) with GMP Vision Solutions, Inc. (GMP) in which, in the event of a Company sale as defined in the amendment, the Company would be required to pay GMP a percentage of the sale consideration above a certain threshold, with such payment not to exceed $2.0 million. Executive Deferred Compensation Plan Pursuant to the Company’s deferred compensation plan (the Deferred Compensation Plan), eligible senior level employees are permitted to make elective deferrals of compensation to which he or she will become entitled in the future. The Company has also established a rabbi trust that serves as an investment to shadow the Deferred Compensation Plan liability. The investments of the rabbi trust consist of company-owned life insurance policies (COLIs). The fair value of the Deferred Compensation Plan liability, included in other liabilities on the condensed consolidated balance sheets, was approximately Global enterprise systems implementation In the first quarter of 2019, the Company began implementing new enterprise systems and other technology optimizations and facilities infrastructure globally. As of March 31, 2020, the Company has firm purchase commitments related to software costs and these systems implementations of approximately $5.1 million. |
Business Segment Information
Business Segment Information | 3 Months Ended |
Mar. 31, 2020 | |
Business Segment Information | |
Business Segment Information | Note 12. Business Segment Information The Company has one business activity: the development and commercialization of therapies designed to treat glaucoma, corneal disorders and retinal diseases, and operates as one operating segment. The Company determined its operating segment on the same basis that it uses to evaluate its performance internally. The Company’s revenues disaggregated by revenue and product category are included in Note 8, Revenue from Contracts with Customers |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies | |
Basis of presentation | Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited interim financial statements have been prepared on a basis consistent with the audited financial statements. As permitted under those rules, certain footnotes and other financial information that are normally required by GAAP have been condensed or omitted. In the opinion of management, the unaudited interim financial statements reflect all adjustments, which include normal recurring adjustments, necessary for the fair presentation of the Company’s financial information contained herein. The condensed consolidated balance sheet as of December 31, 2019 has been derived from audited financial statements at that date, but excludes disclosures required by GAAP for complete financial statements. These interim financial statements do not include all disclosures required by GAAP and should be read in conjunction with the Company’s financial statements and accompanying notes for the fiscal year ended December 31, 2019, which are contained in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (SEC) on March 2, 2020. The results for the period ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other interim period. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates and assumptions. Management considers many factors in selecting appropriate financial accounting policies and controls and in developing the estimates and assumptions that are used in the preparation of these condensed consolidated financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. The most significant estimates in the accompanying condensed consolidated financial statements relate to revenue recognition, the incremental borrowing rate related to the Company’s leased assets, stock-based compensation expense and the valuation of certain intangible assets related to the Company’s acquisition of Avedro. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, this process may result in actual results differing materially from those estimated amounts used in the preparation of the condensed consolidated financial statements. In international customers and markets. As a result, there may be changes to the Company’s estimates regarding the impact of COVID-19 in future periods. |
Segments | Segments The Company has one business activity: the development and commercialization of therapies designed to treat glaucoma, corneal disorders and retinal diseases, and operates as one operating segment. The Company determined its operating segment on the same basis that it uses to evaluate its performance internally. The Company’s chief operating decision-maker (CODM), its Chief Executive Officer, reviews its consolidated operating results for the purpose of allocating resources and evaluating financial performance. |
Foreign Currency Translation | Foreign Currency Translation The accompanying condensed consolidated financial statements are presented in United States (U.S.) dollars. The Company considers the local currency to be the functional currency for its international subsidiaries. Accordingly, their assets and liabilities are translated into U.S. dollars using the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing throughout the periods presented. As a result, currency translation adjustments arising from period to period are charged or credited to accumulated other comprehensive income in stockholders’ equity. For the three months ended March 31, 2020, the Company reported foreign currency translation gains of approximately $1.2 million. For the three months ended March 31, 2019, the Company reported foreign currency translation gains of approximately $0.1 million. Unrealized gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency, primarily gains and losses on intercompany loans, are included in the condensed consolidated statements of operations as a component of other expense, net. For the three months ended March 31, 2020 the Company reported net unrealized foreign currency transaction losses of $2.0 million. For the three months ended March 31, 2019, the Company reported net unrealized foreign currency transaction losses of $0.1 million. |
Cash, Cash Equivalents and Short-term Investments | Cash, Cash Equivalents and Short-term Investments The Company invests its excess cash in marketable securities, including money market funds, money market securities, bank certificates of deposits, corporate bonds, corporate commercial paper, U.S. government bonds and U.S. government agency bonds. For financial reporting purposes, liquid investment instruments purchased with an original maturity of three months or less are considered to be cash equivalents. Cash and cash equivalents are recorded at face value or cost, which approximates fair market value. The Company maintains cash balances in excess of amounts insured by the Federal Deposit Insurance Commission. Investments are stated at fair value as determined by quoted market prices. Investments are considered available-for-sale and, accordingly, unrealized gains and losses are included in accumulated other comprehensive income within stockholders’ equity. The Company’s entire investment portfolio, except for restricted cash, is considered to be available for use in current operations and, accordingly, all such investments are stated at fair value using quoted market prices and classified as current assets, although the stated maturity of individual investments may be one year or more beyond the balance sheet date. The Company did not have any trading securities or restricted investments at March 31, 2020 or December 31, 2019. Realized gains and losses and declines in value, if any, judged to be other-than-temporary on available-for-sale securities are reported in other expense, net. When securities are sold, any associated unrealized gain or loss previously reported as a separate component of stockholders’ equity is reclassified out of stockholders’ equity and recorded in the statements of operations in the period sold using the specific identification method. Accrued interest and dividends from investments are included in other expense, net. The Company periodically reviews its available-for-sale securities for other-than-temporary declines in fair value below the cost basis, and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
Restricted Cash | Restricted Cash The Company had a bank issue a letter of credit related to its Aliso Viejo, California office building lease, which commenced on April 1, 2019. The letter of credit is secured with an amount of cash held in a restricted account of $8.8 million as of March 31, 2020 and December 31, 2019. Beginning on the first day of the thirty-seventh month of the lease term, and on each twelve month anniversary thereafter, the letter of credit will be reduced by 20% until the letter of credit amount has been reduced to $2.0 million. As a result of the Avedro Merger, the Company has two other irrevocable standby letters of credit secured with $0.4 million of cash in a restricted account related to its office lease agreements. Lastly, the Company maintains $0.2 million in restricted cash which is held to collateralize a credit card program. See Note 11, Commitments and Contingencies The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets that equate to the amount reported in the condensed consolidated statement of cash flows as of the beginning and end of the three month period ended March 31, 2020 (in thousands): March 31, December 31, 2020 2019 Cash and cash equivalents $ 53,614 $ 62,430 Restricted cash 9,326 9,326 Cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows $ 62,940 $ 71,756 |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist primarily of cash, cash equivalents, short-term investments and accounts receivable. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Additionally, the Company has established guidelines regarding investment instruments and their maturities which are designed to maintain preservation of principal and liquidity. The Company believes that the concentration of credit risk in its accounts receivable is mitigated by its credit evaluation process, relatively short collection terms and the level of credit worthiness of its customers. During the three months ended March 31, 2020 and March 31, 2019, none of the Company’s customers accounted for more than 10% of revenues. |
Accounts Receivable | Accounts Receivable The Company sells its products directly to ambulatory surgery centers, hospitals, and physician private practices, with distributors being used in certain international locations where the Company does not have a direct commercial presence and the Company is exposed to credit losses primarily through sales of its products. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and periodic evaluation of customers’ receivables balances. Management estimates the adequacy of the allowance by using relevant available information, from internal and external sources, relating to past events, current conditions and forecasts. Historical credit loss experience provides the basis for estimation of expected credit losses and are adjusted as necessary using the relevant information available. The allowance for credit losses is measured on a collective basis when similar risk characteristic exists. The Company has identified one portfolio segment based on evaluation of the following risk characteristics: geographic regions, product lines, default rates and customer specific factors. Additionally, specific allowance amounts may be established to record the appropriate provision for customers that have a higher probability of non-payment. The Company charges off uncollectible receivables against the allowance when all attempts to collect the receivable have failed. The allowance for credit losses represents management’s best estimate of the amount of current expected credit losses and totaled approximately $1.6 million and $1.2 million as of March 31, 2020 and December 31, 2019, respectively, and there were not any bad-debt write offs charged during the three months ended March 31, 2020. As of March 31, 2020, the Company evaluated the current and expected future economic and market conditions surrounding the COVID-19 pandemic as it relates to collectability of its accounts receivable and determined the estimate of expected credit losses was not materially impacted. The Company will continue to re-evaluate the estimate of credit losses related to COVID-19 in conjunction with its assessment of expected credit losses in subsequent quarters. Additionally, no customers accounted for more than 10% of net accounts receivable as of March 31, 2020 and December 31, 2019. |
Inventory | Inventory Except for inventory acquired in connection with the Avedro Merger, further described in Note 6, Business Combinations Management evaluates inventory for excess quantities and obsolescence and records an allowance to reduce the carrying value of inventory as determined necessary. As of March 31, 2020, the Company recorded inventory write-off charges and COVID-19 related excess and obsolete reserves, a portion of which included the associated fair-value step up of acquired Avedro inventory, totaling $7.9 million. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment is recorded at cost. Depreciation of property and equipment is generally provided using the straight-line method over the estimated useful lives of the assets, which range from three All long lived assets are reviewed for impairment in value when changes in circumstances dictate, based upon undiscounted future operating cash flows, and appropriate losses are recognized and reflected in current earnings to the extent the carrying amount of an asset exceeds its estimated fair value, determined by the use of appraisals, discounted cash flow analyses or comparable fair values of similar assets. The Company did not record any impairment charges during the three months ended March 31, 2020 or March 31, 2019. |
Intangible Assets | Intangible Assets Intangible assets primarily consist of developed technology, customer relationships, and in-process research and development (IPR&D) assets related to the Avedro Merger, as well as the buyout of a royalty payment obligation. Intangible assets with finite-lives include developed technology, customer relationships and the buyout of a royalty payment obligation, which are amortized on a straight-line basis over their estimated useful lives, which range from five Indefinite-lived intangible assets are comprised of IPR&D assets and are not amortized, but instead tested for impairment until the successful completion and commercialization, or abandonment, of the associated research and development efforts, at which point the IPR&D assets are either amortized over their estimated useful lives, or written-off immediately, as the case may be. Refer to Note 7, Intangible Assets and Goodwill |
Goodwill | Goodwill Goodwill represents the excess of the acquisition consideration for an acquired business over the fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortized, but is tested for impairment annually in the fourth quarter, or more frequently if events or circumstances indicate the carrying value may no longer be recoverable and that an impairment loss may have occurred. The Company operates as one segment, which is considered to be the sole reporting unit, and therefore goodwill is tested for impairment at the consolidated level. During the goodwill impairment review, management assesses qualitative factors to determine whether it is more likely than not that the fair value of the Company’s reporting unit is less than the carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions and industry and market considerations. If, after assessing the totality of these qualitative factors, the Company determines that it is not more likely than not that the fair value of its reporting unit is less than the carrying amount, then no additional assessment is deemed necessary. Otherwise, management proceeds to perform the test for goodwill impairment. The first step involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount of the reporting unit exceeds the fair value, the Company will record an impairment charge based on the excess of the reporting unit’s carrying amount over fair value. The Company may also elect to bypass the qualitative assessment in a period and elect to proceed to perform the first step of the goodwill impairment test. Refer to Note 6, Business Combinations Note 7, Intangible Assets and Goodwill |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. The valuation of assets and liabilities is subject to fair value measurements using a three-tiered approach and fair value measurements are classified and disclosed by the Company in one of the following three categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). |
Leases | Leases In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) The Company determines if an arrangement is a lease at inception. As a lessee, right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the Company does not have any outstanding debt or committed credit facilities, the Company estimates the incremental borrowing rate based on prevailing financial market conditions, peer company credit analyses, and management judgment. Operating lease right-of-use assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The lease terms used to calculate the right-of-use asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as amortization expense and interest expense using the accelerated interest method of recognition. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers is entitled to in exchange for the goods it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company elects to use the following practical expedients: (i) to exclude disclosures of transaction prices allocated to remaining performance The Company derives its revenue from sales of its products in the United States and internationally. Customers are primarily comprised of ambulatory surgery centers, hospitals and physician private practices, with distributors being used in certain international locations where the Company does not have a direct commercial presence. The Company concluded that one performance obligation exists for the majority of its contracts with customers which is to deliver products in accordance with the Company’s normal delivery times. Revenue is recognized when this performance obligation is satisfied, which is the point in time when the Company considers control of a product to have transferred to the customer. Revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for those products or services. The Company has determined the transaction price to be the invoice price, net of adjustments, which includes estimates of variable consideration for product returns. The Company offers volume-based rebate agreements to certain customers and, in these instances, the Company provides a rebate (in the form of a credit memo) at the contract’s conclusion, if earned by the customer. In such cases, the transaction price is allocated between the Company’s delivery of product and the issuance of a rebate at the contract’s conclusion for the customer to utilize on prospective purchases. The performance obligation to issue a customer’s rebate, if earned, is transferred over time and the Company’s method of measuring progress is the output method, whereby the progress is measured by the estimated rebate earned to date over the total rebate estimated to be earned over the contract period. The provision for volume-based rebates is estimated based on customers’ contracted rebate programs and the customers’ projected sales levels. The Company periodically monitors its customer rebate programs to ensure the rebate allowance is fairly stated. The Company’s rebate allowance is included in accrued liabilities in the condensed consolidated balance sheets and estimated rebates accrued were not material during the periods presented. Additionally, the Company has a performance obligation related to certain customers’ right to a future discount on single dose pharmaceutical purchases in the U.S., and that performance obligation is expected to be recognized when the customer elects to utilize the discount, which is generally within one year from the date earned. Additionally, the Company has a performance obligation related to its extended warranty agreements with customers related to its KXL systems. Customers are not granted specific rights of return; however, the Company may permit returns of certain products from customers if such product is returned in a timely manner and in good condition. The Company generally provides a warranty on its products for one year from the date of shipment, and offers an extended warranty for its KXL systems. Any product found to be defective or out of specification will be replaced at no charge during the warranty period. Estimated allowances for sales returns and warranty replacements are recorded at the time of sale of the product and are estimated based upon the historical patterns of product returns matched against sales, and an evaluation of specific factors that may increase the risk of product returns. Product returns and warranty replacements to date have been consistent with amounts reserved or accrued and have not been significant. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates which would affect net product revenue and earnings in the period such variances become known. |
Shipping And Handling Costs | Shipping and Handling Costs All shipping and handling costs are expensed as incurred and are charged to general and administrative expense. Charges to customers for shipping and handling are credited to general and administrative expense. |
Income Taxes | Income Taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at the applicable tax rates, along with net operating loss (NOL) and tax credit carryovers. The Company records a valuation allowance against its deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized. Management has considered estimated taxable income and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance. Based upon the weight of available evidence, which includes the Company’s historical operating performance and limited potential to utilize tax credit carryforwards, the Company has determined that a substantial portion of its deferred tax assets should be offset by a valuation allowance. When the Company establishes or reduces the valuation allowance against its deferred tax assets, its provision for income taxes increases or decreases, respectively, in the period such determination is made. The Company is required to file federal and state income tax returns in the United States and various other state jurisdictions. The Company also files income tax returns in the foreign countries in which its subsidiaries operate. The preparation of these income tax returns requires the Company to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid. Additionally, the Company follows an accounting standard addressing the accounting for uncertainty in income taxes that prescribes rules for recognition, measurement, and classification in the condensed consolidated financial statements of tax positions taken or expected to be taken in a tax return. |
Research and Development Expenses | Research and Development Expenses Major components of research and development expense include personnel costs, preclinical studies, clinical trials and related clinical product manufacturing, materials and supplies, and fees paid to consultants. Research and development costs are expensed as goods are received or services are rendered. Costs to acquire technologies to be used in research and development that have not reached technological feasibility and have no alternative future use are also expensed as incurred. At each financial reporting date, the Company accrues the estimated unpaid costs of clinical study activities performed during a period by third party clinical sites with whom the Company has agreements that provide for fees based upon the quantities of subjects enrolled and clinical evaluation visits that occur over the life of the study. The cost estimates are determined based upon a review of the agreements and data collected by internal and external clinical personnel as to the status of enrollment and subject visits, and are based upon the facts and circumstances known to the Company at each financial reporting date. If the actual performance of activities varies from the assumptions used in the cost estimates, the accruals are adjusted accordingly. There have been no material adjustments to the Company’s prior period accrued estimates for clinical trial activities during the three months ended March 31, 2020. |
Stock Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for all stock-based awards granted to employees and nonemployees, including members of its board of directors. The fair value of stock option awards is estimated at the grant date using the Black-Scholes option pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period using the straight-line method. The determination of the fair value-based measurement of stock options on the date of grant using an option pricing model is affected by the determination of the fair value of the underlying stock as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company’s stock price volatility over the expected term of the grants, and actual and projected stock option exercise behaviors. In the future, as additional empirical evidence regarding these estimates becomes available, the Company may change or refine its approach of deriving them, and these changes could impact the fair value-based measurement of stock options granted in the future. Changes in the fair value-based measurement of stock awards could materially impact the Company’s operating results. As further described in Note 9, Stock-Based Compensation The fair value of restricted stock unit (RSU) awards made to employees and nonemployees is equal to the closing market price of the Company’s common stock on the grant date. |
Software Costs | Software Costs Capitalized implementation costs related to a hosting arrangement that is a service contract are recorded in prepaid expenses and other current assets and then are amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. The Company currently expenses software service costs along with certain implementation costs that cannot be capitalized. |
Comprehensive Loss | Comprehensive Loss All components of comprehensive loss, including net loss, are reported in the condensed consolidated financial statements in the period in which they are recognized. Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on marketable securities and foreign currency translation adjustments. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares that were outstanding for the period, without consideration for common stock equivalents. For periods when the Company realizes a net loss, no common stock equivalents are included in the calculation of weighted average number of dilutive common stock equivalents as the effect of applying the treasury stock method is considered anti-dilutive. For periods when the Company realizes net income, diluted net income per share is calculated by dividing the net income by the weighted average number of common shares plus the sum of the weighted average number of dilutive common stock equivalents outstanding for the period determined using the treasury stock method. Common stock equivalents are comprised of stock options outstanding and unvested RSUs under the Company’s incentive compensation plans, and shares issuable under the Company’s Employee Stock Purchase Plan (ESPP). Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive were as follows (in common stock equivalent shares, in thousands): Three Months Ended March 31, 2020 2019 Stock options outstanding 4,328 3,572 Unvested restricted stock units 470 351 Employee stock purchase plan 6 16 4,804 3,939 |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU No. 2018-14, Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requiring entities to use a forward-looking approach based on expected losses rather than incurred Codification Improvements to Topic 326, Financial Instruments—Credit Losses Additionally, for available-for-sale debt securities with unrealized losses, ASU 2016-13 now requires allowances to be recorded instead of reducing the amortized cost of the investment. ASU 2016-13 limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. Given the composition of the Company’s available-for-sale securities, this does not have a material impact on the condensed consolidated financial statements as of March 31, 2020. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) In August 2018, the FASB issued ASU No. 2018-15 , Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Note 11 Commitments and Contingencies In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. adopt ASU 2019-12 effective December 31, 2019 and the adoption did not have a material impact to the Company’s condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of cash and cash equivalents and restricted cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets that equate to the amount reported in the condensed consolidated statement of cash flows as of the beginning and end of the three month period ended March 31, 2020 (in thousands): March 31, December 31, 2020 2019 Cash and cash equivalents $ 53,614 $ 62,430 Restricted cash 9,326 9,326 Cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows $ 62,940 $ 71,756 |
Schedule of potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders | Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive were as follows (in common stock equivalent shares, in thousands): Three Months Ended March 31, 2020 2019 Stock options outstanding 4,328 3,572 Unvested restricted stock units 470 351 Employee stock purchase plan 6 16 4,804 3,939 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Balance Sheet Details | |
Schedule of short-term investments | Short-term investments consisted of the following (in thousands): At March 31, 2020 Maturity Amortized cost Unrealized Unrealized Estimated (in years) or cost gains losses fair value U.S. government agency bonds less than 1 1,500 3 — 1,503 Bank certificates of deposit less than 1 12,400 21 (11) 12,410 Commercial paper less than 1 8,973 5 (16) 8,962 Corporate notes less than 3 63,719 198 (345) 63,572 Asset-backed securities less than 3 23,591 87 (29) 23,649 Total $ 110,183 $ 314 $ (401) $ 110,096 At December 31, 2019 Maturity Amortized cost Unrealized Unrealized Estimated (in years) or cost gains losses fair value U.S. government bonds less than 1 $ — $ — $ — $ — U.S. government agency bonds less than 1 — — — — Bank certificates of deposit less than 1 12,999 7 — 13,006 Commercial paper less than 1 7,475 8 — 7,483 Corporate notes less than 3 65,354 295 (10) 65,639 Asset-backed securities less than 3 25,333 99 (7) 25,425 Total $ 111,161 $ 409 $ (17) $ 111,553 |
Schedule of accounts receivable, net | Accounts receivable consisted of the following (in thousands): March 31, December 31, 2020 2019 Accounts receivable $ 30,472 $ 39,657 Allowance for credit losses (1,587) (1,240) $ 28,885 $ 38,417 |
Schedule of inventory | Inventory, net consisted of the following (in thousands): March 31, December 31, 2020 2019 Finished goods $ 18,108 $ 32,108 Work in process 2,730 3,884 Raw material 6,861 6,586 $ 27,699 $ 42,578 |
Schedule of accrued liabilities | Accrued liabilities consisted of the following (in thousands): March 31, December 31, 2020 2019 Accrued bonuses $ 4,149 $ 13,525 Accrued vacation benefits 3,201 2,784 Accrued legal expenses 4,277 3,957 Other accrued liabilities 26,507 31,653 $ 38,134 $ 51,919 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Measurements | |
Schedule of the Company's financial assets and financial liabilities measured at fair value on a recurring basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value (in thousands): At March 31, 2020 Quoted prices Significant in active other Significant markets for observable unobservable March 31, identical assets inputs inputs 2020 (Level 1) (Level 2) (Level 3) Assets Money market funds (i) $ 3,975 $ 3,975 $ - $ - U.S. government agency bonds (ii) 1,503 - 1,503 - Bank certificates of deposit (ii) (iii) 13,909 - 13,909 - Commercial paper (ii) 8,961 - 8,961 - Corporate notes (ii) 63,573 - 63,573 - Asset-backed securities (ii) 23,650 - 23,650 - Total Assets $ 115,571 $ 3,975 $ 111,596 $ - Liabilities Cash-settled stock options $ 2,165 $ - $ 2,165 $ - Total liabilities $ 2,165 $ - $ 2,165 $ - At December 31, 2019 Quoted prices Significant in active other Significant markets for observable unobservable December 31, identical assets inputs inputs 2019 (Level 1) (Level 2) (Level 3) Assets Money market funds (i) $ 2,530 $ 2,530 $ - $ - Bank certificates of deposit (ii) (iv) 14,208 - 14,208 - Commercial paper (ii) 7,484 - 7,484 - Corporate notes (ii) 65,638 - 65,638 - Asset-backed securities (ii) 25,424 - 25,424 - Total Assets $ 115,284 $ 2,530 $ 112,754 $ - Liabilities Cash-settled stock options $ 6,685 - 6,685 - Total liabilities $ 6,685 $ - $ 6,685 $ - (i) Included in cash and cash equivalents with a maturity of three months or less from date of purchase on the condensed consolidated balance sheets. (ii) Included in short-term investments on the condensed consolidated balance sheets. (iii) As of March 31, 2020, a bank certificate of deposit investment totaling $1,500 (in thousands) is included in cash and cash equivalents on the condensed consolidated balance sheets, as the investment has a maturity of three months or less from the date of purchase on the condensed consolidated balance sheets. (iv) As of December 31, 2019, a bank certificate of deposit totaling $1,201 (in thousands) is included in cash and cash equivalents on the condensed consolidated balance sheets, as the investment has a maturity of three months or less from the date of purchase on the condensed consolidated balance sheets. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases | |
Schedule of operating lease balance sheet information | Leases March 31, December 31, (in thousands) Classification 2020 2019 Assets Operating Operating lease right-of-use asset $ 15,059 $ 15,704 Finance Finance lease right-of-use asset 53,441 54,048 Total lease assets $ 68,500 $ 69,752 Liabilities Current Operating Accrued liabilities $ 2,401 $ 2,401 Finance Accrued liabilities — — Noncurrent Operating Operating lease liability 13,601 14,195 Finance Finance lease liability 59,316 58,435 Total lease liabilities $ 75,318 $ 75,031 |
Schedule of component of lease expense | Three Months Ended Three Months Ended Lease Cost March 31, March 31, (in thousands) Classification 2020 2019 Fixed operating lease cost Selling, general and administrative expenses $ 938 (a) $ 938 (a) Finance lease cost Amortization of right-of-use asset included in Selling, General and Administrative Expenses $ 607 $ 607 Finance lease cost Interest on lease liability $ 881 $ 881 (a) Includes short-term leases, which are immaterial. |
Schedule of maturity of lease liability | Maturity of Lease Liabilities Operating Finance (in thousands) Leases (a) Leases (b) Remainder of 2020 $ 2,412 $ — 2021 3,197 — 2022 3,123 — 2023 2,230 3,543 2024 2,023 5,184 2025 2,052 5,340 2026 2,112 5,500 Thereafter 2,111 107,522 Total lease payments $ 19,260 $ 127,089 Less: imputed interest 3,258 67,773 Total lease liabilities $ 16,002 $ 59,316 (a) Operating lease payments include $12.0 million related to options to extend lease terms that are reasonably certain of being exercised. (b) Finance lease payments include $75.8 million related to options to extend lease terms that are reasonably certain of being exercised. |
Schedule of operating lease weighted average lease term and discount rate | Lease Term and Discount Rate 2020 Weighted-average remaining lease term (years) Operating leases 6.4 Finance leases 22.0 Weighted-average discount rate Operating leases 5.5 % Finance leases 6.0 % |
Schedule of operating lease supplemental cash flow information | Three Months Ended Three Months Ended Other Information March 31, March 31, (in thousands) 2020 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 864 $ 531 Right-of-use asset obtained in exchange for lease obligations: Operating lease $ 61 $ 61 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations | |
Schedule of Merger Consideration | Avedro shares of common stock outstanding at closing 17,670,003 Exchange Ratio 0.365 Right to receive shares of Glaukos 6,449,551 Glaukos closing stock price on November 21, 2019 $ 63.07 Fair value of Glaukos common stock issued in the Avedro Merger, plus an immaterial amount of cash paid for fractional shares $ 406,776 Fair value of Glaukos common stock issued to replace certain vested Avedro warrants $ 189 Fair value of Replacement Awards attributable to pre-combination services $ 30,786 Total Merger Consideration $ 437,751 |
Schedule of business combination assets and liabilities | Assets Acquired: Cash $ 49,101 Accounts receivable 13,113 Inventory 33,339 Prepaid expenses and other current assets 2,522 Restricted cash 551 Property and equipment 1,489 Intangible assets 385,200 Goodwill 66,134 Liabilities Assumed: Accounts payable 7,056 Accrued liabilities 6,776 Deferred revenue 1,389 Debt 22,496 Deferred revenue, non-current 43 Deferred tax liability 75,938 Fair value of net assets acquired $ 437,751 |
Schedule of business combination intangible assets | The fair value and estimated useful lives of the Avedro intangible assets are as follows (in thousands, except where noted): Estimated Fair Useful Life Value (in years) Intangible assets subject to amortization: Developed technology $ 252,200 11.4 Customer relationships 14,100 5 Total $ 266,300 Intangible assets not subject to amortization: In-process research and development (IPR&D) $ 118,900 Indefinite Total intangible assets $ 385,200 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Intangible Assets and Goodwill | |
Schedule reflecting the composition of intangible assets and goodwill | The following table presents the composition of our intangible assets and goodwill (in thousands): Estimated As of March 31, 2020 As of December 31, 2019 Useful Gross Gross Life Carrying Accumulated Net Carrying Accumulated Net (in years) Amount Amortization Amount Amount Amortization Amount Developed technology 11.4 $ 252,200 (7,824) 244,376 252,200 (2,301) 249,899 Customer relationships 5.0 14,100 (999) 13,101 14,100 (294) 13,806 Intangible assets subject to amortization 266,300 (8,823) 257,477 266,300 (2,595) 263,705 In-process research and development Indefinite $ 118,900 — 118,900 118,900 — 118,900 Goodwill Indefinite $ 66,134 — 66,134 66,134 — 66,134 Total $ 451,334 $ (8,823) $ 442,511 $ 451,334 $ (2,595) $ 448,739 |
Schedule of expected amortization of finite-lived intangible assets | As of March 31, 2020, expected amortization expense for unamortized finite-lived intangible assets for the next five years and thereafter is as follows (in thousands): Amortization Expense 2020 $ 18,684 2021 24,912 2022 24,912 2023 24,912 2024 24,619 Thereafter 139,438 Total amortization $ 257,477 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contracts with Customers | |
Schedule of disaggregation of revenue | The Company’s revenues disaggregated by product category, for the three months ended March 31, 2020 and March 31, 2019 was as follows (in thousands): Three months ended March 31, 2020 2019 Glaucoma $ 44,133 $ 54,026 Corneal Health 11,203 — Total $ 55,336 $ 54,026 The following table presents the Company’s revenues disaggregated by geography for the three months ended March 31, 2020 and March 31, 2019 (in thousands): Three months ended March 31, 2020 2019 United States $ 41,384 $ 44,218 International 13,952 9,808 Total net sales $ 55,336 $ 54,026 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stock-Based Compensation. | |
Schedule summarizing the allocation of stock-based compensation | The following table summarizes the allocation of stock-based compensation related to stock options and RSUs and includes Replacement Awards, as well as cash-settled stock options in the accompanying condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2020 2019 Cost of sales $ 461 $ 223 Selling, general and administrative 10,257 5,487 Research and development 3,287 1,419 Total $ 14,005 $ 7,129 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies | |
Schedule of restructuring reserve | A reconciliation of the beginning and ending balance of the restructuring reserve, included in accrued liabilities on the condensed consolidated balance sheet, is as follows (in thousands): Three months ended March 31, 2020 Balance at beginning of period $ 4,096 Total restructuring accrual charges 462 Employee separation payments (3,634) Balance at end of period $ 924 |
Organization and Basis of Pre_2
Organization and Basis of Presentation - (Details) - Avedro $ in Thousands | Nov. 21, 2019USD ($)shares |
Organization and basis of presentation information | |
Number of shares received in connection with Merger for each share of company owned stock | shares | 0.365 |
Exchange Ratio (as a percent) | 36.50% |
Total Merger Consideration | $ 437,751 |
Fair value of Glaukos common stock issued in the Avedro Merger, plus an immaterial amount of cash paid for fractional shares | 406,776 |
Fair value of Replacement Awards attributable to pre-combination services | 30,786 |
Fair value of Glaukos common stock issued to replace certain vested Avedro warrants | 189 |
Payment of debt assumed in the Avedro Merger | (22,500) |
Capitalized property and equipment | $ 1,489 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary (Details) | Jan. 01, 2020USD ($) | Mar. 31, 2020USD ($)itemsegment | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Segments | |||||
Number of business activities | item | 1 | ||||
Number of operating segments | segment | 1 | ||||
Foreign Currency Translation | |||||
Foreign currency translation gain | $ 1,169,000 | $ 64,000 | |||
(Gain) loss from foreign currency translation adjustments | 2,000,000 | ||||
Unrealized foreign currency losses | 2,024,000 | 87,000 | |||
Trading Securities | |||||
Trading securities | 0 | $ 0 | |||
Restricted cash | |||||
Restricted cash pledged for letter of credit | 8,800,000 | 8,800,000 | 8,800,000 | ||
Cash and cash equivalents | 53,614,000 | 62,430,000 | |||
Restricted cash | 9,326,000 | 9,326,000 | |||
cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows | $ 62,940,000 | 42,493,000 | 71,756,000 | $ 38,596,000 | |
Number of Months from start of lease for adjustments to Letter of Credit | item | 37 | ||||
Frequency of adjustment to Letter of Credit | 12 months | ||||
Adjustment rate of Letter of Credit (as a percent) | 20.00% | ||||
Amount of Letter of Credit outstanding after adjustments | $ 2,000,000 | ||||
Number of other irrevocable letters of credit outstanding | item | 2 | ||||
Restricted cash pledged for office lease agreement | $ 400,000 | ||||
Restricted cash pledged for credit card program | 200,000 | ||||
Accounts Receivable | |||||
Allowance for doubtful accounts receivable | 1,587,000 | 1,240,000 | |||
Inventory | |||||
Inventory write-down | 7,900,000 | ||||
Long Lived Assets | |||||
Long-lived asset impairment | $ 0 | $ 0 | |||
Revenue Recognition | |||||
Practical expedient of transaction prices allocated to remaining performance obligations | true | ||||
Practical expedient cost of obtaining contract | true | ||||
Number of performance obligations that exist for majority of the contracts with customers | item | 1 | ||||
Warranty period from date of shipment | 1 year | ||||
Retained earnings | $ (243,768,000) | $ (189,710,000) | |||
Adjustment | ASU 2016-13 | |||||
Revenue Recognition | |||||
Retained earnings | $ 0 | ||||
Adjustment | ASU 2018-15 | |||||
Revenue Recognition | |||||
Costs capitalized relating to global enterprise systems | $ 1,600,000 | ||||
Minimum | |||||
Long Lived Assets | |||||
Estimated useful lives of assets | 3 years | ||||
Intangible Assets | |||||
Useful life/amortization period | 5 years | ||||
Maximum | |||||
Long Lived Assets | |||||
Estimated useful lives of assets | 5 years | ||||
Intangible Assets | |||||
Useful life/amortization period | 11 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Anti-dilutive securities | ||
Anti-dilutive securities excluded from computation of earnings per share | 4,804 | 3,939 |
Stock options | ||
Anti-dilutive securities | ||
Anti-dilutive securities excluded from computation of earnings per share | 4,328 | 3,572 |
RSU | ||
Anti-dilutive securities | ||
Anti-dilutive securities excluded from computation of earnings per share | 470 | 351 |
ESPP | ||
Anti-dilutive securities | ||
Anti-dilutive securities excluded from computation of earnings per share | 6 | 16 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Leases (Details) $ in Thousands | Mar. 31, 2020USD ($)ft² | Dec. 31, 2019USD ($) | Nov. 14, 2018ft² |
Recent Accounting Pronouncements | |||
Operating lease right-of-use asset | $ 15,059 | $ 15,704 | |
Operating lease liability | 16,002 | ||
Finance lease right-of-use asset | 53,441 | $ 54,048 | |
Total Finance lease liabilities | $ 59,316 | ||
Waltham Massachusetts Facility | |||
Recent Accounting Pronouncements | |||
Area of leased space | ft² | 27,000 | ||
Burlington Massachusetts Facility | |||
Recent Accounting Pronouncements | |||
Area of leased space | ft² | 19,000 | ||
Aliso Facility | |||
Recent Accounting Pronouncements | |||
Area of leased space | ft² | 160,000 |
Balance Sheet Details - Short-T
Balance Sheet Details - Short-Term Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Short-term investments | ||
Amortized cost | $ 110,183 | $ 111,161 |
Unrealized gains | 314 | 409 |
Unrealized losses | (401) | (17) |
Estimated fair value | 110,096 | $ 111,553 |
U.S. Government bonds | Maximum | ||
Short-term investments | ||
Maturity | 1 year | |
U.S. Government agency bonds | ||
Short-term investments | ||
Amortized cost | 1,500 | |
Unrealized gains | 3 | |
Estimated fair value | $ 1,503 | |
U.S. Government agency bonds | Maximum | ||
Short-term investments | ||
Maturity | 1 year | 1 year |
Bank certificates of deposit | ||
Short-term investments | ||
Amortized cost | $ 12,400 | $ 12,999 |
Unrealized gains | 21 | 7 |
Unrealized losses | (11) | |
Estimated fair value | $ 12,410 | $ 13,006 |
Bank certificates of deposit | Maximum | ||
Short-term investments | ||
Maturity | 1 year | 1 year |
Commercial paper | ||
Short-term investments | ||
Amortized cost | $ 8,973 | $ 7,475 |
Unrealized gains | 5 | 8 |
Unrealized losses | (16) | |
Estimated fair value | $ 8,962 | $ 7,483 |
Commercial paper | Maximum | ||
Short-term investments | ||
Maturity | 1 year | 1 year |
Corporate notes | ||
Short-term investments | ||
Amortized cost | $ 63,719 | $ 65,354 |
Unrealized gains | 198 | 295 |
Unrealized losses | (345) | (10) |
Estimated fair value | $ 63,572 | $ 65,639 |
Corporate notes | Maximum | ||
Short-term investments | ||
Maturity | 3 years | 3 years |
Asset-backed securities | ||
Short-term investments | ||
Amortized cost | $ 23,591 | $ 25,333 |
Unrealized gains | 87 | 99 |
Unrealized losses | (29) | (7) |
Estimated fair value | $ 23,649 | $ 25,425 |
Asset-backed securities | Maximum | ||
Short-term investments | ||
Maturity | 3 years | 3 years |
Balance Sheet Details - Other (
Balance Sheet Details - Other (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts Receivable, Net | ||
Accounts receivable | $ 30,472 | $ 39,657 |
Allowance for credit losses | (1,587) | (1,240) |
Accounts receivable, net | 28,885 | 38,417 |
Inventory | ||
Finished goods | 18,108 | 32,108 |
Work in process | 2,730 | 3,884 |
Raw materials | 6,861 | 6,586 |
Total inventory | 27,699 | 42,578 |
Accrued Liabilities | ||
Accrued bonuses | 4,149 | 13,525 |
Accrued vacation benefits | 3,201 | 2,784 |
Accrued legal expenses | 4,277 | 3,957 |
Other accrued liabilities | 26,507 | 31,653 |
Total accrued liabilities | $ 38,134 | $ 51,919 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Total assets | $ 115,571 | $ 115,284 |
Liabilities | ||
Cash-settled stock options | 2,165 | 6,685 |
Total liabilities | 2,165 | 6,685 |
Fair Value, Inputs, Level 1 | ||
Assets | ||
Total assets | 3,975 | 2,530 |
Fair Value, Inputs, Level 2 | ||
Assets | ||
Total assets | 111,596 | 112,754 |
Liabilities | ||
Cash-settled stock options | 2,165 | 6,685 |
Total liabilities | 2,165 | 6,685 |
Money market funds | ||
Assets | ||
Total assets | 3,975 | 2,530 |
Money market funds | Fair Value, Inputs, Level 1 | ||
Assets | ||
Total assets | 3,975 | 2,530 |
U.S. Government agency bonds | ||
Assets | ||
Total assets | 1,503 | |
U.S. Government agency bonds | Fair Value, Inputs, Level 2 | ||
Assets | ||
Total assets | 1,503 | |
Bank certificates of deposit | ||
Assets | ||
Cash equivalents | 1,500 | 1,201 |
Total assets | 13,909 | 14,208 |
Bank certificates of deposit | Fair Value, Inputs, Level 2 | ||
Assets | ||
Total assets | 13,909 | 14,208 |
Commercial paper. | ||
Assets | ||
Total assets | 8,961 | 7,484 |
Commercial paper. | Fair Value, Inputs, Level 2 | ||
Assets | ||
Total assets | 8,961 | 7,484 |
Corporate notes | ||
Assets | ||
Total assets | 63,573 | 65,638 |
Corporate notes | Fair Value, Inputs, Level 2 | ||
Assets | ||
Total assets | 63,573 | 65,638 |
Asset-backed securities | ||
Assets | ||
Total assets | 23,650 | 25,424 |
Asset-backed securities | Fair Value, Inputs, Level 2 | ||
Assets | ||
Total assets | $ 23,650 | $ 25,424 |
Fair Value Measurements - Trans
Fair Value Measurements - Transfers (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Fair Value Measurements | ||
Amount of transfers of assets and liabilities measured on a recurring basis between Levels 1, 2 and 3 of the fair value hierarchy | $ 0 | $ 0 |
Leases - Terms (Details)
Leases - Terms (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Leases | |
Operating Lease Existence of Option to Extend | true |
Optional lease extension term | 10 years |
Operating Lease Existence of Option to Terminate | true |
Operating lease period for lease termination | 1 year |
Minimum | |
Leases | |
Operating lease remaining lease term | 1 year |
Maximum | |
Leases | |
Operating lease remaining lease term | 13 years |
Leases - Leases Details (Detail
Leases - Leases Details (Details) $ in Millions | Nov. 14, 2018USD ($)ft²item | Dec. 31, 2018USD ($)item | Mar. 31, 2020ft²item |
Operating Leases | |||
Optional lease extension term | 10 years | ||
Domestic Office Leases | |||
Operating Leases | |||
The number of adjacent facilities rented | item | 2 | ||
Extended lease term | 3 years | ||
Number of lease renewal periods | item | 1 | ||
Optional lease extension term | 3 years | ||
Area of leased space | ft² | 98,000 | ||
Domestic Office Leases | Maximum | |||
Operating Leases | |||
Tenant improvement allowance | $ | $ 0.3 | ||
Foreign Subsidiaries Office Leases | |||
Operating Leases | |||
Area of leased space | ft² | 14,000 | ||
Aliso Facility | |||
Operating Leases | |||
Number of properties leased | item | 1 | ||
Number of buildings leased | item | 3 | ||
Number of lease renewal periods | item | 2 | ||
Optional lease extension term | 5 years | ||
Area of leased space | ft² | 160,000 | ||
Tenant improvement allowance | $ | $ 12.6 | ||
Term of lease | 13 years | ||
Waltham Massachusetts Facility | |||
Operating Leases | |||
Area of leased space | ft² | 27,000 | ||
Burlington Massachusetts Facility | |||
Operating Leases | |||
Area of leased space | ft² | 19,000 |
Leases - Balance Sheet and Expe
Leases - Balance Sheet and Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Leases | |||
Assets Operating | $ 15,059 | $ 15,704 | |
Assets Finance | 53,441 | 54,048 | |
Total lease assets | 68,500 | 69,752 | |
Liabilities Current Operating | 2,401 | 2,401 | |
Liabilities Noncurrent Operating | 13,601 | 14,195 | |
Liabilities Noncurrent Finance | 59,316 | 58,435 | |
Total lease liabilities | 75,318 | $ 75,031 | |
Fixed operating lease cost | 938 | $ 938 | |
Finance lease cost - amortization of right-of-use asset | 607 | 607 | |
Finance lease cost - interest on lease liability | $ 881 | $ 881 |
Leases - Maturity (Details)
Leases - Maturity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Leases | |
Existence of option to extend | true |
Operating Leases | |
Remainder of 2020 | $ 2,412 |
2021 | 3,197 |
2022 | 3,123 |
2023 | 2,230 |
2024 | 2,023 |
2025 | 2,052 |
2026 | 2,112 |
Thereafter | 2,111 |
Total Operating lease payments | 19,260 |
Less: imputed interest | 3,258 |
Total Operating lease liabilities | 16,002 |
Amount of operating leases with option to extend commitment | 12,000 |
Finance Leases | |
2023 | 3,543 |
2024 | 5,184 |
2025 | 5,340 |
2026 | 5,500 |
Thereafter | 107,522 |
Total Finance lease payments | 127,089 |
Less: imputed interest | 67,773 |
Total Finance lease liabilities | 59,316 |
Amount of financing leases with option to extend commitment | $ 75,800 |
Leases - Lease Term And Discoun
Leases - Lease Term And Discount Rate And Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases | ||
Weighted average remaining lease term - operating leases | 6 years 4 months 24 days | |
Weighted average remaining lease term - finance leases | 22 years | |
Weighted average discount rate - operating leases (as a percent) | 5.50% | |
Weighted average discount rate - finance leases (as a percent) | 6.00% | |
Cash paid for amounts included in the measurement of lease liabilities - Operating cash flows from operating leases | $ 864 | $ 531 |
Right-of-use asset obtained in exchange for lease obligations: Operating leases | $ 61 | $ 61 |
Business Combinations - Other (
Business Combinations - Other (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 21, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
Business Combinations | |||
Common stock, shares outstanding | 44,091,000 | 43,502,000 | |
Avedro | |||
Business Combinations | |||
Exchange Ratio (as a percent) | 36.50% | ||
Right to receive shares of Glaukos | 6,449,551 | ||
Share Price | $ 63.07 | ||
Fair value of Glaukos common stock issued in the Avedro Merger, plus an immaterial amount of cash paid for fractional shares | $ 406,776 | ||
Fair value of Glaukos common stock issued to replace certain vested Avedro warrants | 189 | ||
Fair value of Replacement Awards attributable to pre-combination services | 30,786 | ||
Total Merger Consideration | $ 437,751 | ||
Avedro | Avedro | |||
Business Combinations | |||
Common stock, shares outstanding | 17,670,003 |
Business Combinations - Assets
Business Combinations - Assets and Liabilities Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Nov. 21, 2019 |
Assets Acquired | |||
Goodwill | $ 66,134 | $ 66,134 | |
Avedro | |||
Assets Acquired | |||
Cash | $ 49,101 | ||
Accounts receivable | 13,113 | ||
Inventory | 33,339 | ||
Prepaid expenses and other current assets | 2,522 | ||
Restricted cash | 551 | ||
Property and equipment | 1,489 | ||
Intangible assets | 385,200 | ||
Goodwill | $ 66,134 | $ 66,134 | 66,134 |
Liabilities Assumed | |||
Accounts payable | 7,056 | ||
Accrued liabilities | 6,776 | ||
Deferred revenue | 1,389 | ||
Debt | 22,496 | ||
Deferred revenue, non-current | 43 | ||
Deferred tax liability | 75,938 | ||
Fair value of net assts acquired | 437,751 | ||
Step-up fair value of inventory | $ 29,000 |
Business Combinations - Intangi
Business Combinations - Intangible Assets (Details) - USD ($) $ in Thousands | Nov. 21, 2019 | Mar. 31, 2020 |
Developed Technology | ||
Business Combinations | ||
Useful life/amortization period | 11 years 4 months 24 days | 11 years 4 months 24 days |
Customer Relationships | ||
Business Combinations | ||
Useful life/amortization period | 5 years | 5 years |
Avedro | ||
Business Combinations | ||
Intangible assets subject to amortization | $ 266,300 | |
Total intangible assets | 385,200 | |
Avedro | In-Process Research and Development (IPR&D) | ||
Business Combinations | ||
Intangible assets not subject to amortization | 118,900 | |
Avedro | Developed Technology | ||
Business Combinations | ||
Intangible assets subject to amortization | 252,200 | |
Useful life/amortization period | 11 years | |
Avedro | Customer Relationships | ||
Business Combinations | ||
Intangible assets subject to amortization | $ 14,100 | |
Useful life/amortization period | 5 years |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Other (Details) - USD ($) $ in Thousands | Nov. 21, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Intangible Assets and Goodwill | ||||
Finite Lived - Gross Amount | $ 266,300 | $ 266,300 | ||
Finite Lived - Accumulated Amortization | (8,823) | (2,595) | ||
Finite Lived - Net Amount | 257,477 | 263,705 | ||
Goodwill | 66,134 | 66,134 | ||
Intangible Assets, Gross | 451,334 | 451,334 | ||
Intangible Assets, Net | 442,511 | 448,739 | ||
In-Process Research and Development (IPR&D) | ||||
Intangible Assets and Goodwill | ||||
Indefinite Lived assets | $ 118,900 | 118,900 | ||
Minimum | ||||
Intangible Assets and Goodwill | ||||
Useful life/amortization period | 5 years | |||
Maximum | ||||
Intangible Assets and Goodwill | ||||
Useful life/amortization period | 11 years | |||
Developed Technology | ||||
Intangible Assets and Goodwill | ||||
Useful life/amortization period | 11 years 4 months 24 days | 11 years 4 months 24 days | ||
Finite Lived - Gross Amount | $ 252,200 | 252,200 | ||
Finite Lived - Accumulated Amortization | (7,824) | (2,301) | ||
Finite Lived - Net Amount | $ 244,376 | 249,899 | ||
Customer Relationships | ||||
Intangible Assets and Goodwill | ||||
Useful life/amortization period | 5 years | 5 years | ||
Finite Lived - Gross Amount | $ 14,100 | 14,100 | ||
Finite Lived - Accumulated Amortization | (999) | (294) | ||
Finite Lived - Net Amount | 13,101 | 13,806 | ||
Avedro | ||||
Intangible Assets and Goodwill | ||||
Amortization expense | $ 0 | |||
Goodwill | $ 66,134 | $ 66,134 | $ 66,134 | |
Avedro | In-Process Research and Development (IPR&D) | ||||
Intangible Assets and Goodwill | ||||
Discount Rate (as a percent) | 11.00% | |||
Avedro | Developed Technology | ||||
Intangible Assets and Goodwill | ||||
Discount Rate (as a percent) | 13.00% | |||
Useful life/amortization period | 11 years | |||
Avedro | Customer Relationships | ||||
Intangible Assets and Goodwill | ||||
Useful life/amortization period | 5 years | |||
Avedro | Cost of sales | ||||
Intangible Assets and Goodwill | ||||
Amortization expense | $ 5,500 | |||
Avedro | Selling, general and administrative | ||||
Intangible Assets and Goodwill | ||||
Amortization expense | $ 700 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Estimated amortization expense | ||
2020 | $ 18,684 | |
2021 | 24,912 | |
2022 | 24,912 | |
2023 | 24,912 | |
2024 | 24,619 | |
Thereafter | 139,438 | |
Finite Lived - Net Amount | $ 257,477 | $ 263,705 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||
Total net sales | $ 55,336 | $ 54,026 |
United States | ||
Revenues | ||
Total net sales | 41,384 | 44,218 |
International | ||
Revenues | ||
Total net sales | 13,952 | 9,808 |
Glaucoma | ||
Revenues | ||
Total net sales | 44,133 | $ 54,026 |
Corneal Health | ||
Revenues | ||
Total net sales | $ 11,203 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Other (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contracts with Customers | |
Typical payment terms on invoiced amounts | 30 days |
Practical expedient financing component | true |
Practical expedient cost of obtaining contract | true |
Stock-Based Compensation - Plan
Stock-Based Compensation - Plan Information (Details) $ in Thousands | Nov. 21, 2019USD ($)shares | Mar. 31, 2020USD ($)item |
Stock-based compensation | ||
Number of stock plans | item | 4 | |
Expiration period | 10 years | |
Vesting percentage on first anniversary of grant date | 25.00% | |
Remaining vesting period | 3 years | |
Employee Stock Purchase Plan 2015 | ||
Stock-based compensation | ||
Maximum employee contributions as a percentage of earnings under the ESPP | 15.00% | |
Purchase price per share expressed as a percentage of the lower of the stock's fair market value on the offering date or purchase date under the ESPP | 85.00% | |
First anniversary | RSU | ||
Stock-based compensation | ||
Vesting (as a percent) | 25.00% | |
Second anniversary | RSU | ||
Stock-based compensation | ||
Vesting (as a percent) | 25.00% | |
Third anniversary | RSU | ||
Stock-based compensation | ||
Vesting (as a percent) | 25.00% | |
Fourth anniversary | RSU | ||
Stock-based compensation | ||
Vesting (as a percent) | 25.00% | |
Avedro | ||
Stock-based compensation | ||
Fair value of Replacement Awards attributable to pre-combination services | $ | $ 30,786 | |
Fair value of Replacement Awards attributable to post-combination services | $ | $ 26,000 | |
Avedro | RSU | ||
Stock-based compensation | ||
Shares issued in connection with Acquisition | 5,500 | |
Avedro | Cash-Settled Stock Option | ||
Stock-based compensation | ||
Shares issued in connection with Acquisition | 200,000 | |
Avedro | Stock options | ||
Stock-based compensation | ||
Shares issued in connection with Acquisition | 100,000 | |
Avedro | Time Vesting | RSU | ||
Stock-based compensation | ||
Shares issued in connection with Acquisition | 100,000 | |
Avedro | Time Vesting | Stock options | ||
Stock-based compensation | ||
Shares issued in connection with Acquisition | 700,000 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value Assumptions (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Stock-based compensation | |
Unamortized stock-based compensation expense not yet recognized | $ 49.2 |
RSU | |
Stock-based compensation | |
Unamortized stock-based compensation expense not yet recognized | $ 23.1 |
Options remaining vesting period | 4 years |
Weighted average period of recognition | 2 years 8 months 12 days |
Stock options | |
Stock-based compensation | |
Unamortized stock-based compensation expense not yet recognized | $ 26.1 |
Options remaining vesting period | 4 years |
Weighted average period of recognition | 1 year 10 months 24 days |
Stock-Based Compensation - Allo
Stock-Based Compensation - Allocation of Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Allocation of stock-based compensation | ||
Stock-based compensation expense | $ 14,005 | $ 7,129 |
Accrued liability for cash-settled options | 2,200 | |
Cost of sales | ||
Allocation of stock-based compensation | ||
Stock-based compensation expense | 461 | 223 |
Selling, general and administrative | ||
Allocation of stock-based compensation | ||
Stock-based compensation expense | 10,257 | 5,487 |
Research and development | ||
Allocation of stock-based compensation | ||
Stock-based compensation expense | 3,287 | $ 1,419 |
Cash-Settled Stock Option | ||
Allocation of stock-based compensation | ||
Fair value adjustment excluded from APIC | $ (3,200) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Mar. 27, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Income Taxes | |||
Effective tax rate (as a percent) | 0.83% | ||
Provision for income taxes | $ (450,000) | $ 122,000 | |
Unrecognized tax benefits | 17,800,000 | $ 13,600,000 | |
CARES net operating losses carryback period | 5 years | ||
Provision for income taxes from CARES | $ (400,000) |
Commitments and Contingencies -
Commitments and Contingencies - Other (Details) | Oct. 01, 2019item | Dec. 31, 2018item | Aug. 31, 2018item | Mar. 31, 2020USD ($)item | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) |
Other commitments | ||||||
Letter of Credit outstanding | $ 8,800,000 | |||||
Restricted cash pledged for letter of credit | $ 8,800,000 | $ 8,800,000 | $ 8,800,000 | |||
Number of Months from start of lease for adjustments to Letter of Credit | item | 37 | |||||
Frequency of adjustment to Letter of Credit | 12 months | |||||
Adjustment rate of Letter of Credit (as a percent) | 20.00% | |||||
Amount of Letter of Credit outstanding after adjustments | $ 2,000,000 | |||||
Number of other irrevocable letters of credit outstanding | item | 2 | |||||
Restricted cash pledged for office lease agreement | $ 400,000 | |||||
Restricted cash pledged for credit card program | 200,000 | |||||
Purchase commitment obligation | 5,100,000 | |||||
Deferred compensation plan liability | 3,200,000 | 3,700,000 | ||||
Deferred compensation plan assets | 3,100,000 | $ 3,500,000 | ||||
Agreement with the Regents | ||||||
Other commitments | ||||||
Minimum required annual payment of the commitment obligation, based on net sales of current and future products | 500,000 | |||||
Maximum | Buyout Agreement with GMP Vision Solutions, Inc. | ||||||
Other commitments | ||||||
Buyout amount upon sale of Company. | 2,000,000 | |||||
Cost of sales | Agreement with the Regents | ||||||
Other commitments | ||||||
Commitment obligation payments | 1,100,000 | $ 1,300,000 | ||||
Patent Litigation | Pending Litigation | ||||||
Other commitments | ||||||
Number of patent infringements | item | 3 | |||||
Number of new new petitions filed | item | 2 | |||||
Securities Litigation | Pending Litigation | ||||||
Other commitments | ||||||
Accrual for loss contingency | $ 0 | |||||
Number of additional lawsuits filed | item | 2 | |||||
Number of lawsuits that name Avedro and Avedro board of directors as defendants | item | 2 | |||||
Number of total lawsuits filed | item | 4 |
Commitments and Contingencies_2
Commitments and Contingencies - Restructuring (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)item | |
Restructuring and Related Cost, Expected Cost | |
Headcount reduction related to corporate restructuring | item | 40 |
Total restructuring costs expected to be incurred | $ 5,200 |
Restructuring Reserve | |
Balance at beginning of period | 4,096 |
Total restructuring accrual charges | 462 |
Employee separation payments | (3,634) |
Balance at end of period | $ 924 |
Business Segment Information (D
Business Segment Information (Details) | 3 Months Ended |
Mar. 31, 2020segmentitem | |
Business Segment Information | |
Number Of Business Activities | item | 1 |
Number of Operating Segments | segment | 1 |