Financial Statement Details | 9 Months Ended |
Sep. 30, 2013 |
Financial Statement Details [Abstract] | ' |
Financial Statement Details | ' |
Financial Statement Details |
Cash and Cash Equivalents and Available-for-Sale Investments |
We invest our excess funds in U.S. government securities, corporate fixed income securities, commercial paper, certificates of deposit and money market funds. As of September 30, 2013, all of our investments were classified as available-for-sale and mature within 22 months. These investments are recorded at their estimated fair value including accrued interest receivable, with unrealized gains or losses reported as a separate component of accumulated other comprehensive income or loss. |
At September 30, 2013 and December 31, 2012, available-for-sale investments are detailed as follows (in thousands): |
At September 30, 2013 |
| | | | | | | | | | | | | | | | |
| | Amortized | | Gross Unrealized | | Gross Unrealized | | Estimated |
Cost | Gains | Losses | Fair Value |
Short-term: | | | | | | | | |
Corporate debt securities | | $ | 122,373 | | | $ | 42 | | | $ | 4 | | | $ | 122,411 | |
|
U.S. Treasury and agency debt securities | | 66,377 | | | 10 | | | 20 | | | 66,367 | |
|
Short-term available-for-sale investments | | $ | 188,750 | | | $ | 52 | | | $ | 24 | | | $ | 188,778 | |
|
Long-term: | | | | | | | | |
Corporate debt securities | | $ | 34,142 | | | $ | 20 | | | $ | 20 | | | $ | 34,142 | |
|
U.S. Treasury and agency debt securities | | 55,026 | | | 42 | | | — | | | 55,068 | |
|
Long-term available for sale investments | | $ | 89,168 | | | $ | 62 | | | $ | 20 | | | $ | 89,210 | |
|
At December 31, 2012 |
| | | | | | | | | | | | | | | | |
| | Amortized | | Gross Unrealized | | Gross Unrealized | | Estimated |
Cost | Gains | Losses | Fair Value |
Short-term: | | | | | | | | |
Corporate debt securities | | $ | 121,883 | | | $ | 52 | | | $ | 5 | | | $ | 121,930 | |
|
U.S. Treasury and agency debt securities | | 19,020 | | | 10 | | | — | | | 19,030 | |
|
Short-term available-for-sale investments | | $ | 140,903 | | | $ | 62 | | | $ | 5 | | | $ | 140,960 | |
|
Long-term: | | | | | | | | |
Corporate debt securities | | $ | 33,384 | | | $ | 6 | | | $ | 17 | | | $ | 33,373 | |
|
U.S. Treasury and agency debt securities | | 11,010 | | | 2 | | | — | | | 11,012 | |
|
Long-term available for sale investments | | $ | 44,394 | | | $ | 8 | | | $ | 17 | | | $ | 44,385 | |
|
Available-for-sale investments that are in an unrealized loss position at September 30, 2013 and December 31, 2012 are detailed as follows (in thousands): |
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| | | | | | | | | | | | | | | | |
| | At September 30, 2013 | | | | | | | | |
| | Estimated | | Gross Unrealized | | | | | | | | |
Fair Value | Losses | | | | | | | | |
Corporate debt securities | | $ | 37,670 | | | $ | 24 | | | | | | | | | |
| | | | | | | |
U.S. Treasury and agency debt securities | | 40,992 | | | 20 | | | | | | | | | |
| | | | | | | |
| | $ | 78,662 | | | $ | 44 | | | | | | | | | |
| | | | | | | |
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| | At December 31, 2012 | | | | | | | | |
| | Estimated | | Gross Unrealized | | | | | | | | |
Fair Value | Losses | | | | | | | | |
Corporate debt securities | | $ | 46,987 | | | $ | 22 | | | | | | | | | |
| | | | | | | |
U.S. Treasury and agency debt securities | | — | | | — | | | | | | | | | |
| | | | | | | |
| | $ | 46,987 | | | $ | 22 | | | | | | | | | |
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Derivative Financial Instruments |
Foreign Currency Forward Contracts |
We are exposed to foreign currency risks through our global operations, primarily in Japan and Europe, and when we enter into transactions in non-functional currencies. Exchange rate fluctuations between the U.S. dollar and foreign currencies, primarily the yen and the euro, could adversely affect our financial results. We use derivative financial instruments to mitigate our foreign currency exposures. The purpose of our derivative financial instruments is to mitigate the effect of the exchange rate fluctuations on certain foreign currency denominated revenue, assets and liabilities. We do not enter into derivative instruments for speculative purposes. |
We enter into derivative financial instruments, principally forward contracts, to manage a portion of the foreign currency risk related to transactions in non-functional currencies. We record derivative financial instruments as either assets or liabilities in our unaudited condensed consolidated balance sheets and measure them at fair value. Certain of the derivative instruments we use to mitigate this exposure are not designated for hedge accounting treatments, and as a result, changes in their fair values are recorded in exchange rate gain (loss) in the unaudited condensed consolidated statement of operations. |
Commencing April 2013, we broadened our currency hedging program to hedge forecasted intercompany inventory transactions that are denominated in the yen and the euro. Forward contracts are used to hedge forecasted intercompany inventory transactions over specific time periods. These forward contracts are designated as cash flow hedges and have maturity dates of up to 16 months. Changes in the fair value of cash flow hedges, excluding time value of the hedges which is recorded as interest expense, are reported as a component of accumulated other comprehensive income (loss), or AOCI, within stockholders' equity. Once the underlying hedged transaction occurs, we de-designate the derivative, cease to apply hedge accounting treatment to the transaction and record any further gains or losses to exchange rate gain (loss). We evaluate hedge effectiveness at the inception of the hedge and on an ongoing basis. To the extent we experience ineffectiveness in our hedges, the gains or losses accumulated in other comprehensive income associated with the ineffective portion of the hedge are reclassified immediately into exchange rate gain (loss). We adjust the level and use of derivatives as soon as practicable after learning that an exposure has changed. We review all exposures on derivative positions on a regular basis. |
At September 30, 2013 and December 31, 2012, the notional amount of our outstanding forward contracts was $95.2 million and $64.4 million, respectively, of which $41.3 million and $0, respectively, were designated as cash flow hedges. At September 30, 2013, our outstanding forward contracts mature through January 2015. |
As of September 30, 2013, the deferred loss, net of tax, for those derivative contracts that qualified for hedge accounting treatment was $414,000, all of which will be reclassified from accumulated other comprehensive loss into cost of sales at the then-current values over the next twelve months as the underlying hedged transactions are recognized. |
The following tables summarize the location and fair values of derivative instruments on our unaudited condensed consolidated balance sheets (in thousands) at September 30, 2013 and December 31, 2012. The fair value amounts are presented on a gross basis and are segregated between derivatives that are designated and qualify as hedging instruments and those that are not. |
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| As of September 30, 2013 | | | | | |
| Asset Derivatives | | Liability Derivatives | | | | | |
Balance sheet location | | Fair Value | | Balance sheet location | | Fair Value | | | | | |
Derivatives Designated as Hedging Instruments | | | | | | | | | | | | |
Foreign exchange forward contracts | Other current assets | | $ | 8 | | | Other current liabilities | | $ | 407 | | | | | | |
| | | | |
Foreign exchange forward contracts | Other long-term assets | | 11 | | | Other long-term liabilities | | 119 | | | | | | |
| | | | |
Total Derivatives Designated as Hedging Instruments | | | 19 | | | | | 526 | | | | | | |
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| | | | | | | | | | | | |
Derivatives Not Designated as Hedging Instruments | | | | | | | | | | | | |
Foreign exchange forward contracts | Other current assets | | 604 | | | Other current liabilities | | 902 | | | | | | |
| | | | |
Total Derivatives Not Designated as Hedging Instruments | | | 604 | | | | | 902 | | | | | | |
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| | | | | | | | | | | | |
Total Derivatives | | | $ | 623 | | | | | $ | 1,428 | | | | | | |
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| As of December 31, 2012 | | | | | |
| Asset Derivatives | | Liability Derivatives | | | | | |
Balance sheet location | | Fair Value | | Balance sheet location | | Fair Value | | | | | |
Derivatives Designated as Hedging Instruments | | | | | | | | | | | | |
Foreign exchange forward contracts | Other current assets | | $ | — | | | Other current liabilities | | $ | — | | | | | | |
| | | | |
Foreign exchange forward contracts | Other long-term assets | | — | | | Other long-term liabilities | | — | | | | | | |
| | | | |
Total Derivatives Designated as Hedging Instruments | | | — | | | | | — | | | | | | |
| | | | |
| | | | | | | | | | | | |
Derivatives Not Designated as Hedging Instruments | | | | | | | | | | | | |
Foreign exchange forward contracts | Other current assets | | 3,886 | | | Other current liabilities | | 425 | | | | | | |
| | | | |
Total Derivatives Not Designated as Hedging Instruments | | | 3,886 | | | | | 425 | | | | | | |
| | | | |
| | | | | | | | | | | | |
Total Derivatives | | | $ | 3,886 | | | | | $ | 425 | | | | | | |
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The Company has elected to present the fair value of derivative assets and liabilities within the condensed consolidated balance sheets on a gross basis even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation. The following table provides information (in thousands) as if the Company had elected to offset the asset and liability balances of derivative instruments, netted in accordance with various criteria as stipulated by the terms of the master netting arrangements with each of the counterparties. Derivatives not subject to master netting arrangements are not eligible for net presentation. |
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| As of September 30, 2013 | | |
| | | Gross Amount Not Offset on the Balance Sheet | | | | |
| Gross Amount of Recognized Assets (Liabilities) | | Financial Instruments | | Cash Collateral (Received) or Pledged | | Net Amount | | |
Derivative Assets | | | | | | | | | |
Foreign exchange forward contracts | $ | 623 | | | $ | (623 | ) | | — | | | $ | — | | | |
| |
Derivative Liabilities | | | | | | | | | |
| |
Foreign exchange forward contracts | (1,428 | ) | | 623 | | | — | | | (805 | ) | | |
| |
Total | $ | (805 | ) | | — | | | — | | | (805 | ) | | |
| |
The following table summarizes the effect of our foreign exchange forward contracts on our unaudited Condensed Consolidated Statements of Operations (in thousands). |
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| | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
September 30, | September 30, |
| | 2013 | | 2012 | | 2013 | | 2012 |
Derivatives Designated as Hedging Instruments | | | | | | | | |
Gain (loss) recognized in other comprehensive income on foreign currency forward contracts (effective portion) | | $ | (727 | ) | | $ | — | | | $ | (719 | ) | | $ | — | |
|
Gain (loss) reclassified from accumulated other comprehensive income into cost of revenue (effective portion) | | (44 | ) | | — | | | (44 | ) | | — | |
|
Gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing) | | 43 | | | — | | | 11 | | | — | |
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| | | | | | | | |
Derivatives Not Designated as Hedging Instruments | | | | | | | | |
Gain (loss) recognized in exchange rate gain (loss), net | | $ | (996 | ) | | $ | (1,243 | ) | | $ | 4,880 | | | $ | 517 | |
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Options and Warrants Related to Our Convertible Notes |
In connection with our convertible debt offering in December 2012, we purchased call options on our common stock. The call options give us the right to purchase up to approximately 14.0 million shares of our common stock at $32.8286 per share subject to certain adjustments that generally correspond to the adjustments to the conversion rate for the underlying debt. Additionally, we sold warrants, which give the purchasers of the warrants the right to purchase up to approximately 14.0 million shares of our common stock at $37.59 per share, subject to certain adjustments. In accordance with the authoritative guidance, we concluded that the call options and warrants were indexed to our stock. Therefore, the call options and warrants were classified as equity instruments and are not being marked to market prospectively unless certain conditions as described in the 2017 Notes occur. |
In connection with our convertible debt offering in September 2010, we purchased call options on our common stock. The call options give us the right to purchase up to approximately 3.9 million shares of our common stock at $29.64 per share subject to certain adjustments that generally correspond to the adjustments to the conversion rate for the underlying debt. Additionally, we sold warrants, which give the purchaser of the warrants the right to purchase up to approximately 3.9 million shares of our common stock at $34.875 per share, subject to certain adjustments. In accordance with the authoritative guidance, we concluded that the call options and warrants were indexed to our stock. Therefore, the call options and warrants were classified as equity instruments and are not being marked to market prospectively unless certain conditions as described in the 2015 Notes occur. In December 2012, $90.0 million of the $115.0 million in aggregate principal amount of 2015 Notes were repurchased by the Company and the proportionate call option and warrant related to the convertible notes were also retired. The remaining call options give us the right to purchase up to approximately 850,000 shares of our common stock at $29.64 per share, subject to certain adjustments, and the remaining warrants give the counterparty the right to purchase up to approximately 850,000 shares of our common stock at $34.875 per share, subject to certain adjustments. The remaining call options and warrants continue to be classified as equity instruments and are not being marked to market prospectively unless certain conditions as described in the 2015 Notes occur. |
Concentration of Credit Risk |
Financial instruments which subject us to potential credit risk consist of our cash and cash equivalents, short-term and long-term available-for-sale investments, foreign currency derivative contracts, and trade accounts receivable. |
We have established guidelines to limit our exposure to credit risk by placing investments with high credit quality financial institutions, diversifying our investment portfolio and holding investments with maturities that maintain safety and liquidity. We place our cash and cash equivalents with high credit quality financial institutions. Deposits with these financial institutions may exceed the amount of insurance provided; however, these deposits typically are redeemable upon demand. Therefore we believe the financial risks associated with these financial instruments are minimal. |
Trade accounts receivable are recorded at the net invoice value and are not interest bearing. We consider receivables past due based on the contractual payment terms. We perform ongoing credit evaluations of our customers, and generally we do not require collateral on our accounts receivable. We estimate the need for allowances for potential credit losses based on historical collection activity and the facts and circumstances relevant to specific customers and we record a provision for uncollectible accounts when collection is uncertain. To date, we have not experienced significant credit related losses. |
We are exposed to credit losses in the event of nonperformance by the banks with which we transact foreign currency contracts. We currently hold foreign exchange forward contracts with two counterparties. Our overall risk of loss in the event of a counterparty default is limited to the amount of any unrealized gains on outstanding contracts (i.e., those contracts that have a positive fair value) at the date of default. We manage this credit risk by executing foreign currency contracts with counterparties that meet our minimum requirements, and monitoring the credit ratings of our counterparties on a periodic basis. As of September 30, 2013, we have minimal credit exposure from nonperformance of foreign exchange contract counterparties. |
In connection with the issuance of our 2015 Notes and our 2017 Notes, we purchased call options from counterparties. Non-performance by the counterparties under these call options would potentially expose us to dilution of our common stock to the extent our stock price exceeds the conversion price (in the case of the 2015 Notes and the 2017 Notes). |
We purchase integrated circuits and other key components for use in our products. For certain components, which are currently single sourced, there are relatively few sources of supply. Although we believe that other suppliers could provide similar components on comparable terms, establishment of additional or replacement suppliers cannot be accomplished quickly. Any significant supply interruption could have a material adverse effect on our business, financial condition and results of operations. For further discussion, see “Risk Factors—Our manufacturing operations are dependent upon third party suppliers, some of which are sole-sourced, which makes us vulnerable to supply problems, price fluctuations and manufacturing delays.” |
Fair Value Measurements |
Fair value is defined as an exit price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Authoritative guidance establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities. |
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• | Level 1—Valuations based on quoted prices for identical assets or liabilities in active markets at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Our Level 1 assets consist of money market funds and U.S. Treasury and agency debt securities. | | | | | | | | | | | | | | | |
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• | Level 2—Valuations based on quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data, such as alternative pricing sources with reasonable levels of price transparency. Our Level 2 assets consist of corporate debt securities including commercial paper, corporate bonds, certificates of deposit and foreign currency forward contracts. | | | | | | | | | | | | | | | |
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• | Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Our Level 3 liability includes contingent consideration related to the Crux acquisition. | | | | | | | | | | | | | | | |
We utilize a third-party pricing service to assist us in obtaining fair value pricing for our investments. Pricing for certain securities is based on proprietary models. Inputs are documented in accordance with the fair value disclosure hierarchy. We also utilize third-party financial institutions to assist us in obtaining fair value pricing for our foreign currency forward contracts. |
Contingent consideration arrangements obligate us to pay former shareholders of an acquired entity if specified future events occur or conditions are met such as the achievement of certain technological milestones or the achievement of targeted revenue milestones. We measure such liabilities using Level 3 unobservable inputs, applying the income approach, such as the discounted cash flow technique, or the probability-weighted scenario method. We used various key assumptions, such as the probability of achievement of the agreed milestones and the discount rate, in our determination of the fair value of contingent considerations. We monitor the fair value of the contingent considerations and the subsequent revisions are reflected in our Statements of Operations. For a further discussion on the key assumptions used in determining the fair value and the change in the estimated fair value of the contingent consideration during the three and nine months ended September 30, 2013, refer to Note 2, "Acquisitions and Acquisition-Related Items - Crux Acquisition". |
In connection with the Sync-Rx acquisition, we recorded a contingent liability related to a government grant received to develop an underlying technology. The timing of repayment of the grant is contingent upon the generation of revenues derived from the technology for which grant proceeds were received. We measure such liability using Level 3 unobservable inputs, applying the income approach, such as the discounted cash flow technique, or the probability-weighted scenario method. The grant was recorded as other long term debt at its present value using various estimates, including revenue projections, discount rate and estimated years of re-payment. This fair value measurement is based on significant inputs not observable in the market, representing a Level 3 measurement within the fair value hierarchy. We monitor the fair value of the contingent liability and the subsequent revisions are reflected in our Statements of Operations. For a further discussion on the key assumptions used in determining the fair value, refer to Note 2, "Acquisitions and Acquisition-Related Items - Sync-Rx Acquisition". |
During the three and nine months ended September 30, 2013, no transfers were made into or out of the Level 1, 2, or 3 categories. |
Financial assets and liabilities measured at fair value on a recurring basis are summarized below at September 30, 2013 and December 31, 2012 (in thousands): |
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| | Fair Value Measurements at September 30, 2013 |
| | Total | | Level 1 | | Level 2 | | Level 3 |
Assets: | | | | | | | | |
Current: | | | | | | | | |
Cash | | $ | 54,198 | | | $ | 54,198 | | | $ | — | | | $ | — | |
|
Money market funds | | 157,208 | | | 157,208 | | | — | | | — | |
|
Corporate debt securities | | 122,411 | | | — | | | 122,411 | | | — | |
|
U.S. Treasury and agency debt securities | | 66,367 | | | 66,367 | | | — | | | — | |
|
Foreign currency forward contracts | | 612 | | | — | | | 612 | | | — | |
|
Non-current: | | | | | | | | |
Corporate debt securities | | 34,142 | | | — | | | 34,142 | | | — | |
|
U.S. Treasury and agency debt securities | | 55,068 | | | 55,068 | | | — | | | — | |
|
Foreign currency forward contracts | | 11 | | | — | | | 11 | | | — | |
|
Total assets measured at fair value | | $ | 490,017 | | | $ | 332,841 | | | $ | 157,176 | | | $ | — | |
|
Liabilities: | | | | | | | | |
Current: | | | | | | | | |
Foreign currency forward contracts | | $ | 1,309 | | | $ | — | | | $ | 1,309 | | | $ | — | |
|
Contingent consideration, current portion | | 2,911 | | | — | | | — | | | 2,911 | |
|
Non-current: | | | | | | | | |
Foreign currency forward contracts | | 119 | | | — | | | 119 | | | — | |
|
Other long-term debt | | 1,207 | | | — | | | — | | | $ | 1,207 | |
|
Contingent consideration (1) | | 29,657 | | | — | | | — | | | 29,657 | |
|
Total liabilities measured at fair value | | $ | 35,203 | | | $ | — | | | $ | 1,428 | | | $ | 33,775 | |
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-1 | This amount is reflected net of the fair value of the working capital receivable in the amount of $1.1 million at September 30, 2013. | | | | | | | | | | | | | | | |
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| | Fair Value Measurements at December 31, 2012 |
| | Total | | Level 1 | | Level 2 | | Level 3 |
Assets: | | | | | | | | |
Current: | | | | | | | | |
Cash | | $ | 41,636 | | | $ | 41,636 | | | $ | — | | | $ | — | |
|
Money market funds | | 288,999 | | | 288,999 | | | — | | | — | |
|
Corporate debt securities | | 121,930 | | | — | | | 121,930 | | | — | |
|
U.S. Treasury and agency debt securities | | 19,030 | | | 19,030 | | | — | | | — | |
|
Foreign currency forward contracts | | 3,461 | | | — | | | 3,461 | | | — | |
|
Non-current: | | | | | | | | |
Corporate debt securities | | 33,373 | | | — | | | 33,373 | | | — | |
|
U.S. Treasury and agency debt securities | | 11,012 | | | 11,012 | | | — | | | — | |
|
Total assets measured at fair value | | $ | 519,441 | | | $ | 360,677 | | | $ | 158,764 | | | $ | — | |
|
Liabilities: | | | | | | | | |
Current: | | | | | | | | |
Contingent consideration, current portion | | $ | 2,908 | | | $ | — | | | $ | — | | | $ | 2,908 | |
|
Non-current: | | | | | | | | |
Other long-term debt | | 1,088 | | | — | | | $ | — | | | $ | 1,088 | |
|
Contingent consideration (1) | | 27,323 | | | — | | | — | | | 27,323 | |
|
Total liabilities measured at fair value | | $ | 31,319 | | | $ | — | | | $ | — | | | $ | 31,319 | |
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-1 | This amount is reflected net of the fair value of the working capital receivable in the amount of $907,000 at December 31, 2012. | | | | | | | | | | | | | | | |
Inventories |
Inventories consist of the following (in thousands): |
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| | September 30, 2013 | | 31-Dec-12 | | | | | | | | |
Finished goods (1) | | $ | 33,302 | | | $ | 19,002 | | | | | | | | | |
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Work-in-process | | 12,022 | | | 15,780 | | | | | | | | | |
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Raw materials | | 21,643 | | | 18,029 | | | | | | | | | |
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| | $ | 66,967 | | | $ | 52,811 | | | | | | | | | |
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-1 | Finished goods inventory includes consigned inventory of $6.5 million and $5.3 million at September 30, 2013 and December 31, 2012, respectively. | | | | | | | | | | | | | | | |
Intangible Assets |
Intangible assets consisted of the following (in thousands): |
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| | 30-Sep-13 | | |
Intangible assets subject to amortization | | Cost | | Accumulated | | Net | | Weighted- | | |
Amortization | Average Life | | |
| (in years) (1) | | |
Developed technology | | $ | 38,935 | | | $ | 17,370 | | | $ | 21,565 | | | 10.4 | | |
| |
Licenses | | 7,422 | | | 7,090 | | | 332 | | | 8 | | |
| |
Customer relationships | | 4,235 | | | 3,934 | | | 301 | | | 6.1 | | |
| |
Patents and trademarks | | 11,037 | | | 2,521 | | | 8,516 | | | 13.2 | | |
| |
Covenant not to compete | | 300 | | | 83 | | | 217 | | | 3 | | |
| |
| | 61,929 | | | 30,998 | | | 30,931 | | | 10.3 | | |
| |
Intangible assets not yet subject to amortization | | | | | | | | | | |
In-process research and development | | 29,700 | | | — | | | 29,700 | | | n/a | | |
| |
| | $ | 91,629 | | | $ | 30,998 | | | $ | 60,631 | | | | | |
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| | December 31, 2012 | | |
Intangible assets subject to amortization | | Cost | | Accumulated | | Net | | Weighted- | | |
Amortization | Average Life | | |
| (in years) (1) | | |
Developed technology | | $ | 27,051 | | | $ | 17,408 | | | $ | 9,643 | | | 8.8 | | |
| |
Licenses | | 7,345 | | | 6,709 | | | 636 | | | 10 | | |
| |
Customer relationships | | 4,177 | | | 3,756 | | | 421 | | | 6 | | |
| |
Patents and trademarks | | 8,029 | | | 2,114 | | | 5,915 | | | 13.2 | | |
| |
Covenant not to compete | | 300 | | | 8 | | | 292 | | | 3 | | |
| |
| | 46,902 | | | 29,995 | | | 16,907 | | | 9.4 | | |
| |
Intangible assets not yet subject to amortization | | | | | | | | | | |
In-process research and development | | 33,750 | | | — | | | 33,750 | | | n/a | | |
| |
| | $ | 80,652 | | | $ | 29,995 | | | $ | 50,657 | | | | | |
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-1 | Weighted average life of intangible assets is presented excluding fully amortized assets. | | | | | | | | | | | | | | | |
At September 30, 2013, future amortization expense related to our intangible assets subject to amortization is expected to be as follows (in thousands): |
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2013 | $ | 1,068 | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
2014 | 4,066 | | | | | | | | | | | | | | |
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2015 | 3,993 | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
2016 | 3,725 | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
2017 | 3,212 | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
Thereafter | 14,867 | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| $ | 30,931 | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
Intangible Assets Impairment |
The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an intangible asset or asset group may not be recoverable. The Company also assesses the impairment of in-process research and development, or IPR&D, assets annually and whenever events or changes in circumstances indicate that the carrying amount may be impaired. |
During the third quarter of 2013, $4.6 million of intangible assets, including IPR&D and developed technology, were impaired in connection with a restructuring plan (see Note 3 "Financial Statement Details - Restructuring Activity - Third Quarter of 2013" below). |
Restructuring Activity |
Second Quarter of 2013 |
During the second quarter of 2013, our management approved plans to consolidate and transition our manufacturing resources related to the manufacture of disposables to Costa Rica and 27 production employees in our manufacturing facility in California were impacted by this plan in June 2013. One-time benefits to affected employees included a separation agreement including severance payments and continuing medical benefits. Consistent with authoritative guidance, we accrued the costs of one-time termination benefits to employees who were not required to render service beyond a minimum retention period of 60 days. As a result, we recorded approximately $258,000 in restructuring charges in June 2013. |
We anticipate more employees in our manufacturing facility in the U.S. will be impacted and we expect to substantially complete this restructuring plan in 2014. We cannot estimate the future restructuring cost at this time as the total number of employees who will be impacted has not yet been determined. |
Third Quarter of 2013 |
During the third quarter of 2013, our management evaluated various development projects, product lines and functional areas in an effort to assess how to better align resources to our key business strategies and improve operating efficiencies. At September 30, 2013, in connection with the preparation of our financial statements, our management concluded that it is more likely than not the Forward-Looking IVUS, or FL.IVUS and Forward-Looking Intra-Cardiac Echo, or FL.ICE, development programs and the commercial sale of the ReFLOW Aspiration Catheter, or ReFLOW, product line will be discontinued. As such, these assets were impaired with the resulting charge recorded in restructuring charges in the statement of operations in the third quarter of 2013. The technologies associated with these programs were acquired in various business combinations and resulted in IPR&D and developed technologies that were capitalized at the time of acquisition with a carrying value of $4.6 million as of September 30, 2013. |
Subsequent Event - Fourth Quarter of 2013 |
During the fourth quarter of 2013, our management further evaluated our development projects and functional areas in an effort to reprioritize and reallocate our resources within our distribution, research and development, and clinical programs to focus on development and commercial efforts that we believe better advance our key strategies, and in November 2013, we made the decision to discontinue our FL.IVUS, FL.ICE, and Optical Coherence Tomography, or OCT, intravascular coronary imaging development programs and discontinue our ReFLOW product line. The key elements under this restructuring plan include the discontinuation of development programs for our FL.IVUS, FL.ICE and OCT intravascular coronary imaging development programs, the termination of the commercial sale of the ReFLOW product line, and a modest reorganization of several functional areas and business units within the Company. |
We expect to incur additional restructuring charges of approximately up to $14.9 million in the fourth quarter of 2013 and early 2014 in connection with the discontinuation of our OCT intravascular coronary imaging, FL.IVUS and FL.ICE programs and the discontinuation of our ReFLOW product line, including costs associated from the related reorganization of several areas within the Company, which include employee termination costs of approximately up to $2.9 million, asset impairments of approximately up to $4.1 million and other restructuring related costs of approximately up to $7.9 million. Of the estimated $14.9 million of restructuring charges, we estimate that approximately up to $10.7 million will be comprised of future cash expenditures. |
Debt |
In December 2012, we issued $460 million aggregate principal amount of 1.75% Convertible Senior Notes due 2017 ("2017 Notes"), in an offering registered under the Securities Act of 1933, as amended. Interest is payable semiannually in arrears on June 1 and December 1, commencing on June 1, 2013. |
In September 2010, we issued $115 million aggregate principal amount of 2.875% Convertible Senior Notes due 2015 ("2015 Notes"), in an offering registered under the Securities Act of 1933, as amended. Interest is payable semiannually in arrears on March 1 and September 1, commencing on March 1, 2011. In December 2012, in connection with the issuance of the 2017 Notes, we repurchased $90 million of the $115 million in aggregate principal amount of the 2015 Notes. |
The carrying values of the liability and equity components of both the 2017 Notes and the 2015 Notes are reflected in our unaudited condensed consolidated balance sheets as follows (in thousands): |
|
| | | | | | | | |
| | | | | | | | | | | | | | | | |
| | September 30, 2013 | | December 31, 2012 | | | | | | | | |
| | | | | | | |
Long-term debt: | | | | | | | | | | | | |
2.875% Convertible Senior Notes due 2015: | | | | | | | | | | | | |
Principal amount | | $ | 25,000 | | | $ | 25,000 | | | | | | | | | |
| | | | | | | |
Unamortized discount of liability component | | (2,078 | ) | | (2,830 | ) | | | | | | | | |
Unamortized debt issuance costs | | (234 | ) | | (326 | ) | | | | | | | | |
Carrying value of liability component | | 22,688 | | | 21,844 | | | | | | | | | |
| | | | | | | |
| | | | | | | | | | | | |
1.75% Convertible Senior Notes due 2017: | | | | | | | | | | | | |
Principal amount | | 460,000 | | | 460,000 | | | | | | | | | |
| | | | | | | |
Unamortized discount of liability component | | (76,914 | ) | | (88,536 | ) | | | | | | | | |
Unamortized debt issuance costs | | (9,563 | ) | | (11,008 | ) | | | | | | | | |
Carrying value of liability component | | 373,523 | | | 360,456 | | | | | | | | | |
| | | | | | | |
Total long-term debt | | $ | 396,211 | | | $ | 382,300 | | | | | | | | | |
| | | | | | | |
| | | | | | | | | | | | |
Equity—net carrying value | | | | | | | | | | | | |
2.875% Convertible Senior Notes due 2015 | | $ | 452 | | | $ | 452 | | | | | | | | | |
| | | | | | | |
1.75% Convertible Senior Notes due 2017 | | 89,415 | | | 89,415 | | | | | | | | | |
| | | | | | | |
The fair values of the Notes, which are all Level 2 measurements, are summarized as follows (in thousands): |
| | | | | | | | | |
| | | | | | | | | | | | | | | | |
| September 30, 2013 | | December 31, 2012 | | | | | | | | | |
2.875% Convertible Senior Notes due 2015 | $ | 26,693 | | | $ | 26,950 | | | | | | | | | | |
| | | | | | | | |
1.75% Convertible Senior Notes due 2017 | 479,325 | | | 462,850 | | | | | | | | | | |
| | | | | | | | |
Total | $ | 506,018 | | | $ | 489,800 | | | | | | | | | | |
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