Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Registrant Name | 'Volcano Corp | ' |
Entity Central Index Key | '0001354217 | ' |
Trading Symbol | 'volc | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 51,603,468 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $31,959 | $107,159 |
Short-term available-for-sale investments | 140,894 | 230,775 |
Accounts receivable, net | 78,755 | 81,962 |
Inventories | 76,342 | 60,970 |
Prepaid expenses and other current assets | 34,485 | 28,525 |
Total current assets | 362,435 | 509,391 |
Long-term available-for-sale investments | 44,244 | 34,750 |
Property and equipment, net | 122,077 | 118,094 |
Intangible assets, net | 124,807 | 58,108 |
Goodwill | 150,882 | 55,087 |
Other non-current assets | 60,611 | 56,489 |
Total assets | 865,056 | 831,919 |
Current liabilities: | ' | ' |
Accounts payable | 11,152 | 19,137 |
Accrued compensation | 28,168 | 26,918 |
Accrued expenses and other current liabilities | 27,060 | 28,453 |
Deferred revenues | 11,203 | 10,652 |
Current maturities of convertible senior notes | 23,882 | 0 |
Contingent consideration | 365 | 3,750 |
Total current liabilities | 101,830 | 88,910 |
Convertible senior notes | 392,045 | 401,012 |
Deferred revenues | 4,797 | 5,079 |
Contingent consideration, non-current portion | 53,379 | 29,888 |
Other non-current liabilities | 7,727 | 7,228 |
Total liabilities | 559,778 | 532,117 |
Commitments and contingencies | ' | ' |
Stockholders’ equity: | ' | ' |
Preferred stock, par value of $0.001; 10,000 shares authorized; no shares issued and outstanding at September 30, 2014 and December 31, 2013 | 0 | 0 |
Common stock, par value of $0.001; 250,000 shares authorized at September 30, 2014 and December 31, 2013; 51,603 and 51,530 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | 52 | 52 |
Additional paid-in capital | 443,329 | 420,234 |
Accumulated other comprehensive loss | -3,085 | -4,088 |
Accumulated deficit | -135,018 | -116,396 |
Total stockholders’ equity | 305,278 | 299,802 |
Total liabilities and stockholders’ equity | $865,056 | $831,919 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 51,603,000 | 51,530,000 |
Common stock, shares outstanding | 51,603,000 | 51,530,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements Of Operations (unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenues | $97,457 | $95,809 | $294,590 | $290,384 |
Cost of revenues, excluding amortization of intangibles | 37,292 | 33,458 | 110,086 | 102,624 |
Gross profit | 60,165 | 62,351 | 184,504 | 187,760 |
Operating expenses: | ' | ' | ' | ' |
Selling, general and administrative | 47,400 | 45,479 | 147,064 | 134,784 |
Research and development | 13,508 | 16,609 | 41,165 | 50,214 |
Amortization of intangibles | 2,804 | 834 | 6,405 | 2,488 |
Acquisition-related items | 1,596 | 1,253 | -3,809 | 3,742 |
Restructuring (benefits) charges | -229 | 4,616 | -197 | 4,874 |
Total operating expenses | 65,079 | 68,791 | 190,628 | 196,102 |
Operating loss | -4,914 | -6,440 | -6,124 | -8,342 |
Interest income | 237 | 327 | 833 | 970 |
Interest expense | -7,370 | -6,756 | -21,868 | -19,908 |
Exchange rate gain (loss) | 20 | 54 | 91 | -1,025 |
Other, net | 56 | -33 | 180 | 4,144 |
Loss before income tax | -11,971 | -12,848 | -26,888 | -24,161 |
Income tax benefit | -3,971 | -4,392 | -8,266 | -10,156 |
Net loss | ($8,000) | ($8,456) | ($18,622) | ($14,005) |
Net loss per share: | ' | ' | ' | ' |
Basic (in dollars per share) | ($0.16) | ($0.15) | ($0.36) | ($0.26) |
Diluted (in dollars per share) | ($0.16) | ($0.15) | ($0.36) | ($0.26) |
Shares used in calculating net loss per share: | ' | ' | ' | ' |
Basic (in shares) | 51,529 | 54,652 | 51,596 | 54,466 |
Diluted (in shares) | 51,529 | 54,652 | 51,596 | 54,466 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements Of Comprehensive Loss (unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net loss | ($8,000) | ($8,456) | ($18,622) | ($14,005) |
Other comprehensive (loss) income | ' | ' | ' | ' |
Foreign currency translation adjustments | -2,797 | 1,522 | -1,044 | 1,527 |
Changes in unrealized (loss) gain on available-for-sale investments, net of tax | ' | ' | ' | ' |
Changes in unrealized (loss) gain on available-for-sale investments, net of tax | -92 | 190 | -132 | -4 |
Changes in unrealized gain (loss) on foreign currency forward exchange contracts, net of tax | ' | ' | ' | ' |
Changes in unrealized gain (loss) on foreign currency forward exchange contracts, net of tax | 2,799 | -422 | 2,179 | -414 |
Other comprehensive (loss) income | -90 | 1,290 | 1,003 | 1,109 |
Comprehensive loss | ($8,090) | ($7,166) | ($17,619) | ($12,896) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements Of Stockholders' Equity (unaudited) (USD $) | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
In Thousands, except Share data, unless otherwise specified | |||||
Beginning Balance at Dec. 31, 2013 | $299,802 | $52 | $420,234 | ($4,088) | ($116,396) |
Beginning Balance (shares) at Dec. 31, 2013 | ' | 51,530,000 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Issuance of common stock under equity compensation plans | 12,663 | 1 | 12,662 | ' | ' |
Issuance of common stock under equity compensation plans, shares | ' | 1,222,000 | ' | ' | ' |
Employee stock-based compensation cost | 10,726 | ' | 10,726 | ' | ' |
Common stock repurchase/retirement | 1 | -1 | 2 | ' | ' |
Common stock repurchase/retirement, shares | ' | -1,149,000 | ' | ' | ' |
Tax expense related to stock-based compensation | -295 | ' | -295 | ' | ' |
Net loss | -18,622 | ' | ' | ' | -18,622 |
Other comprehensive income | 1,003 | ' | ' | 1,003 | ' |
Ending Balance at Sep. 30, 2014 | $305,278 | $52 | $443,329 | ($3,085) | ($135,018) |
Ending Balance (shares) at Sep. 30, 2014 | ' | 51,603,000 | ' | ' | ' |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements Of Cash Flows (unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Operating activities | ' | ' |
Net loss | ($18,622) | ($14,005) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ' | ' |
Depreciation and amortization | 24,022 | 18,677 |
Amortization (accretion) of investment premium (discount), net | 2,567 | 2,305 |
Accretion of debt discount on convertible senior notes and other liabilities | 15,048 | 14,148 |
Change in contingent consideration | -4,841 | 2,537 |
Non-cash stock compensation expense | 10,721 | 12,098 |
Asset impairment related to restructuring | 818 | 4,616 |
Gain on sale of other long-term investment | -365 | -4,153 |
Effect of exchange rate changes and others | 682 | 10,797 |
Deferred income taxes | 2,211 | 0 |
Changes in operating assets and liabilities, net of acquisitions: | ' | ' |
Accounts receivable | 665 | -3,249 |
Inventories | -14,699 | -15,195 |
Prepaid expenses and other assets | -16,330 | -16,834 |
Accounts payable | -9,669 | -2,599 |
Accrued compensation | 1,671 | -535 |
Accrued expenses and other liabilities | 25 | 983 |
Deferred revenues | 486 | -550 |
Net cash (used in) provided by operating activities | -5,610 | 9,041 |
Investing activities | ' | ' |
Purchase of short-term and long-term available-for-sale securities | -161,882 | -342,715 |
Sale or maturity of short-term and long-term available-for-sale securities | 239,499 | 247,790 |
Cash paid related to acquisitions, net of cash acquired | -114,791 | -15,000 |
Capital expenditures | -22,854 | -26,533 |
Cash paid for intangible assets and other investments | -4,987 | -2,377 |
Proceeds from sale of other long-term investments | 665 | 5,654 |
Net cash used in investing activities | -64,350 | -133,181 |
Financing activities | ' | ' |
Repayment of capital lease and other liabilities | -179 | -22 |
Cash paid for contingent liability related to acquisitions | -16,900 | 0 |
Proceeds from sale of common stock under employee stock purchase plan | 3,140 | 3,576 |
Proceeds from exercise of common stock options | 9,523 | 2,203 |
Net cash (used in) provided by financing activities | -4,416 | 5,757 |
Effect of exchange rate changes on cash and cash equivalents | -824 | -846 |
Net decrease in cash and cash equivalents | -75,200 | -119,229 |
Cash and cash equivalents, beginning of period | 107,159 | 330,635 |
Cash and cash equivalents, end of period | 31,959 | 211,406 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for interest | 4,745 | 4,542 |
Cash paid for income taxes | $2,185 | $3,103 |
Summary_Of_Significant_Account
Summary Of Significant Accounting Policies | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||
Summary Of Significant Accounting Policies | ' | |||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||
Basis of Presentation and Nature of Operations | ||||||||||||||||
The unaudited condensed consolidated financial statements of Volcano Corporation (“we,” “us,” “our,” “Volcano” or the “Company”) contained in this quarterly report on Form 10-Q include our financial statements and the financial statements of our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||||||
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC. Pursuant to these rules and regulations, the Company has condensed or omitted certain information and footnote disclosures it normally includes in its annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the U.S., or GAAP. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our annual report on Form 10-K for the year ended December 31, 2013. | ||||||||||||||||
The results of operations for the nine months ended September 30, 2014 are not necessarily indicative of the operating results for the full fiscal year or any future periods. | ||||||||||||||||
Reclassification | ||||||||||||||||
Certain reclassifications have been made to the prior period condensed consolidated financial statements to conform to the current year presentation. | ||||||||||||||||
Net Loss Per Share | ||||||||||||||||
Basic net loss per share is computed by dividing consolidated net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing consolidated net loss by the weighted-average number of common shares outstanding and dilutive common stock equivalent shares outstanding during the period. Our potentially dilutive shares include outstanding common stock options, unvested restricted stock units, including those with performance or market conditions, and incremental shares issuable upon the conversion of the Convertible Senior Notes or upon exercise of the warrants relating to the Convertible Senior Notes. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share or increase net income per share as discussed in the following paragraph. For the three months ended September 30, 2014 and 2013, 176,000 and 730,000 in the money option and award shares were dilutive for the period and potentially dilutive shares totaling 49.0 million and 21.5 million have not been included in the computation of diluted net income per share, as the result would be anti-dilutive. For the nine months ended September 30, 2014 and 2013, 571,000 and 872,000 in the money option and award shares were dilutive for the period and potentially dilutive shares totaling 31.7 million and 20.8 million have not been included in the computation of diluted net loss per share, as the result would be anti-dilutive. | ||||||||||||||||
Diluted net loss per common share does not include any incremental shares related to the Convertible Senior Notes for the three and nine months ended September 30, 2014 and 2013. Because the principal amount of the Convertible Senior Notes will be settled in cash upon conversion, only the conversion spread relating to the Convertible Senior Notes may be included in our calculation of diluted net loss per common share. As such, the Convertible Senior Notes have no impact on diluted net income (loss) per common share until the price of our common stock exceeds the conversion price (initially $29.64 for the 2.875% Convertible Senior Notes due 2015, or the 2015 Notes, and $32.83 for the 1.75% Convertible Senior Notes due 2017, or the 2017 Notes, or collectively, the Notes, subject to adjustments) of the Notes. In addition, the diluted net loss per common share does not include any incremental shares related to the exercise of the warrants related to the Notes for the three and nine months ended September 30, 2014 and 2013. The warrants will not have an impact on diluted net income (loss) per common share until the price of our common stock exceeds the strike price of the warrants (initially $34.875 for the warrants issued in connection with the 2015 Notes offering and $37.59 for the warrants issued in connection with the 2017 Notes offering, subject to adjustments). When the market price of our stock exceeds the strike price, as applicable, we will include, in the diluted net income (loss) per common share calculation, the effect of the additional shares that may be issued upon exercise of the warrants using the treasury stock method to the extent the effect is not anti-dilutive. | ||||||||||||||||
The call options to purchase our common stock, which we purchased to hedge against potential dilution upon conversion of the Notes, are not considered for purposes of calculating the total dilutive weighted average shares outstanding, as their effect would be anti-dilutive. Upon exercise, the call options will mitigate the dilutive effect of the Notes. | ||||||||||||||||
On December 2, 2013, our board of directors authorized a $200 million share repurchase program. Pursuant to this approval, we entered into a $100 million accelerated share repurchase, or ASR, program with a counterparty, and received a total of 4,705,683 shares of our common stock (see Note 5 "Stockholders' Equity"), of which 3,557,137 shares of our common stock were delivered in December 2013 and 1,148,546 shares of our common stock were delivered in March 2014. The weighted average number of the shares received was removed from the denominator of the basic and diluted net loss per share calculation at the share delivery date. | ||||||||||||||||
The basic and diluted net loss per common share calculations for the three and nine months ended September 30, 2014 and 2013 are as follows (in thousands, except per share data): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net loss | $ | (8,000 | ) | $ | (8,456 | ) | $ | (18,622 | ) | $ | (14,005 | ) | ||||
Weighted average common shares outstanding for basic | 51,529 | 54,652 | 51,596 | 54,466 | ||||||||||||
Weighted average common shares outstanding for diluted | 51,529 | 54,652 | 51,596 | 54,466 | ||||||||||||
Net loss per share: | ||||||||||||||||
Basic | $ | (0.16 | ) | $ | (0.15 | ) | $ | (0.36 | ) | $ | (0.26 | ) | ||||
Diluted | $ | (0.16 | ) | $ | (0.15 | ) | $ | (0.36 | ) | $ | (0.26 | ) | ||||
Recent Accounting Pronouncements | ||||||||||||||||
In April 2014, the FASB issued Accounting Standards Update, or ASU, 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The updated guidance is effective for us beginning in fiscal year 2015. The Company is currently evaluating the new standard to determine the effect, if any, on our consolidated financial statements. | ||||||||||||||||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 outlines a single comprehensive model for accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. ASU 2014-09 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The updated guidance is effective for us beginning in fiscal year 2017 and early application is not permitted. The Company is currently evaluating the new standard to determine the effect, if any, on our consolidated financial statements. |
Acquisitions_and_AcquisitionRe
Acquisitions and Acquisition-Related Items | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Acquisitions and Acquisition-Related Items | ' | |||||||||||||||
Acquisitions and Acquisition-Related Items | ||||||||||||||||
AtheroMed Acquisition | ||||||||||||||||
On June 17, 2014, we completed the acquisition of all outstanding equity interests in AtheroMed, Inc., or AtheroMed, a privately-held company engaged in the development of atherectomy technology used in the treatment of peripheral artery disease, or PAD. AtheroMed’s Phoenix® Atherectomy System, or Phoenix, received 510(k) clearance in January 2014, has a CE Mark, and has reimbursement in the U.S. and select countries in Europe. The primary reasons for the acquisition were to diversify our product offerings and to allow us the opportunity to better position ourselves in the peripheral vascular market. The transaction was accounted for as a business combination. The operating results of AtheroMed from the date of acquisition are included in our unaudited condensed consolidated financial statements. | ||||||||||||||||
We paid approximately $116.5 million in cash at closing, which amount was partially offset by our acquisition at closing of approximately $1.7 million in cash. In addition, we agreed to pay a cash milestone of $15.0 million if FDA clearance of a premarket 510(k) notification is received on or before November 15, 2014 for AtheroMed's second generation Phoenix Atherectomy System. The fair market value of this contingent consideration was estimated to be $14.0 million at acquisition. The 510(k) notification was submitted and approved by the FDA during the third quarter of 2014, and the $15.0 million cash milestone was paid during the third quarter of 2014. | ||||||||||||||||
Furthermore, we may be required to make payments upon reaching certain sales milestones. We estimate the contingent sales milestone payments to be approximately $39.4 million and the fair value of this contingent consideration was preliminarily estimated to be $29.0 million at acquisition. We determined the fair value of the contingent consideration relative to the milestone payments based on commercial sales of AtheroMed products using various estimates, including revenue projections, discount rates and amount of time until the conditions of the milestone payments are met. This fair value measurement is based on significant inputs not observable in the market, representing a Level 3 measurement within the fair value hierarchy. At September 30, 2014, for the fair value relative to the milestone payments based on the commercial sales of AtheroMed products, the key assumptions in applying the income approach include an 11% discount rate and probability-weighted expected milestone payment ranges from $32.8 million to $49.2 million based on estimated commercial sales of AtheroMed products ranging from $59.9 million to $89.9 million from 2015 to 2017. Using different valuation assumptions could result in significant differences in the fair value of the contingent consideration and accretion expense in the current or future periods. | ||||||||||||||||
The assets acquired, consisting primarily of developed technology valued at $61.9 million and IPR&D valued at $9.0 million, were recorded at their estimated fair values as of the acquisition date. The estimated fair value of the IPR&D was determined using the multi-period excess earnings method, a variation of the income approach. The multi-period excess earnings method estimates the value of an intangible asset equal to the present value of the incremental after tax cash flows attributable to that intangible asset. The fair value using the multi-period excess earnings method was dependent on an estimated weighted average cost of capital for AtheroMed of 11%, which represents a rate of return that a market participant would expect for these assets. | ||||||||||||||||
The following table sets forth the changes in the estimated fair value of the Company’s contingent liabilities measured on a recurring basis using significant unobservable inputs (Level 3) (in thousands): | ||||||||||||||||
30-Sep-14 | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
Fair value measurement at beginning of period / acquisition | $ | 43,145 | $ | 43,000 | ||||||||||||
Change in fair value measurement included in operating expenses | 1,783 | 1,928 | ||||||||||||||
Contingent consideration settled | (15,053 | ) | (15,053 | ) | ||||||||||||
Fair value measurement at end of period | 29,875 | 29,875 | ||||||||||||||
The excess of purchase price over the fair value amounts of the assets acquired and liabilities assumed is $95.8 million, which represents the goodwill amount resulting from the acquisition, was allocated to our medical segment and is not deductible for income tax purposes. We expect to benefit from the acquisition by expanding our product offerings to physicians thereby contributing to an expanded revenue base. Further, we expect to realize synergies by offering the products developed from the acquisition utilizing our existing sales force. | ||||||||||||||||
As of the date of this Quarterly Report on Form 10-Q, the Company is still finalizing the allocation of the purchase price and the valuation of its contingent consideration. Changes to the current allocation and contingent consideration may occur as additional information becomes available including, but not limited to, the valuation of inventory, fixed assets, intangible assets and deferred taxes, with such changes recorded as an adjustment to goodwill. | ||||||||||||||||
The acquisition was not individually or collectively considered material to the overall unaudited condensed consolidated financial statements and results of operations of the Company. | ||||||||||||||||
Pioneer Acquisition | ||||||||||||||||
On August 30, 2013, we completed the acquisition of the Pioneer Plus re-entry catheter product line, or Pioneer, from Medtronic, Inc. or Medtronic. The product line is an interventional medical device designed to enable the crossing of sub-total, total and chronic total occlusions within the peripheral vasculature, potentially eliminating the need for surgery. The primary reason for the acquisition was to increase our penetration of the peripheral vascular market with a therapeutic product offering and continue to diversify our product offerings beyond coronary applications. The transaction was accounted for as a business combination. The operating results of Pioneer from the date of acquisition were included in our unaudited condensed consolidated financial statements. | ||||||||||||||||
The aggregate purchase price was $15.0 million. The assets acquired, primarily $12.7 million of intangible assets, were recorded at their estimated fair values as of the acquisition date. The excess of purchase price over the fair value of the assets acquired and liabilities assumed was $1.5 million, which represented the goodwill amount resulting from the acquisition and was allocated to our medical segment and is not deductible for income tax purposes. | ||||||||||||||||
The acquisition was not individually or collectively considered material to the overall unaudited condensed consolidated financial statements and the results of the Company’s operations. | ||||||||||||||||
Crux Acquisition | ||||||||||||||||
On December 12, 2012 we completed the acquisition of all outstanding equity interests in Crux Biomedical, Inc., or Crux, a privately-held company engaged in the development of filter technology for the vascular, cardiovascular and interventional radiology markets. The primary reason for the acquisition was to diversify our product offerings, allow us the opportunity to better position ourselves in the peripheral vascular market and to increase our IVUS product sales. The transaction was accounted for as a business combination. The operating results of Crux from the date of acquisition were included in our unaudited condensed consolidated financial statements. | ||||||||||||||||
Under the merger agreement and the amendment to the merger agreement, we agreed to pay a cash milestone payment of $3.0 million following the achievement of written clearance by the U.S. Food and Drug Administration, or FDA, of a 510(k) notification for the commercial sale in the United States of an inferior vena cava filter retrieval device developed by Crux, provided such 510(k) notification was submitted on or before November 30, 2013. The 510(k) notification was submitted on November 30, 2013 and was approved by FDA during the first quarter of 2014. The $3.0 million cash milestone was paid during the first quarter of 2014. | ||||||||||||||||
In addition, subject to the terms of the merger agreement, we may be required to make payments upon reaching various sales milestones. We determined the fair value of the contingent consideration relative to the milestone payments based on commercial sales of Crux products using various estimates, including revenue projections, discount rates and amount of time until the conditions of the milestone payments are met. This fair value measurement is based on significant inputs not observable in the market, representing a Level 3 measurement within the fair value hierarchy. At September 30, 2014, for the fair value relative to the milestone payments based on the commercial sales of Crux products, the key assumptions in applying the income approach include a 10% discount rate and probability-weighted expected milestone payment ranges from $23.4 million to $64.3 million based on estimated commercial sales of Crux products ranging from $94.4 million to $204.9 million from 2014 to 2019. During the second quarter of 2014, we reduced the future revenue estimates based on our initial commercial experience. Offsetting the reduction in the liability related to the change in future revenue estimates was a reduction in the discount rate from 14% to 10% to reflect a reduction in the risk premium associated with commercialization now that the product is in full market release. Using different valuation assumptions could result in significant differences in the fair value of the contingent consideration and accretion expense in the current or future periods. | ||||||||||||||||
The following table sets forth the changes in the estimated fair value of the Company’s contingent liabilities (net of working capital receivable adjustment) measured on a recurring basis using significant unobservable inputs (Level 3) (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Fair value measurement at beginning of period | $ | 24,290 | $ | 31,687 | $ | 33,638 | $ | 30,231 | ||||||||
Change in fair value measurement included in operating expenses | (421 | ) | 881 | (6,769 | ) | 2,337 | ||||||||||
Contingent consideration settled | — | — | (3,000 | ) | — | |||||||||||
Fair value measurement at end of period | 23,869 | 32,568 | 23,869 | 32,568 | ||||||||||||
Sync-Rx Acquisition | ||||||||||||||||
On November 26, 2012, we acquired all of the outstanding equity interests in Sync-Rx Ltd., or Sync-Rx, a privately-held company, which is engaged in the development of advanced software applications that optimize and facilitate transcatheter cardiovascular interventions using automated online image processing. The Sync-Rx technology will provide us with a platform on which to build a range of advanced software features that will aid clinical decision-making by providing angiography and intra-body image enhancement, measurement and non-invasive imaging and intravascular co-registration capabilities, and future opportunities in physiology and peripheral and minimally invasive structural heart therapy guidance. The transaction was accounted for as a business combination. The operating results of Sync-Rx from the date of acquisition were included in our unaudited condensed consolidated financial statements. | ||||||||||||||||
In connection with the acquisition, we recorded a contingent liability of $1.1 million related to a government grant received to develop underlying technologies. The timing of repayment of the grant is contingent upon the generation of revenues derived from the technologies for which grant proceeds were received. We expect to generate revenues sufficient to repay the liability in its entirety. The grant was recorded as other liabilities 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. At acquisition, for the fair value relative to this liability, the key assumptions in applying the income approach included an 8% discount rate and estimated commercial sales derived from the underlying technology ranging from $256.1 million to $298.3 million over the expected period of re-payment of 10 to 16 years. The long-term liability will be accreted to the re-payment amount of $1.9 million plus interest, with such accretion recorded as interest expense over the expected period of re-payment. As of September 30, 2014, there were no significant changes in the range of outcomes for the contingent liability recognized as a result of the acquisition. | ||||||||||||||||
Acquisition-Related Items | ||||||||||||||||
During the three months ended September 30, 2014, we recorded expense of $1.6 million from acquisition-related items, including $244,000 of transaction costs primarily associated with the AtheroMed and Sync-Rx acquisitions; and expense of $1.4 million, related to the change in fair value of the contingent consideration associated with the Crux and AtheroMed acquisitions, primarily due to passage of time. | ||||||||||||||||
During the nine months ended September 30, 2014, we recorded income of $3.8 million from acquisition-related items, including $1.0 million of transaction costs primarily associated with the AtheroMed and Sync-Rx acquisitions; and income of $4.8 million related to the change in fair value of the contingent consideration associated with the Crux and AtheroMed acquisitions, primarily due to the revised revenue forecasts for Crux, partially offset by a change in the discount factor for Crux and the passage of time for both acquisitions. | ||||||||||||||||
During the three and nine months ended September 30, 2013, we recorded charges of $1.3 million and $3.7 million, respectively, in acquisition-related items, including charges of $881,000 and $2.5 million, respectively, related to the change in fair value of the contingent consideration associated with the Crux acquisition, which is primarily due to the passage of time, and $358,000 and $810,000, respectively, in transaction costs primarily associated with the Crux and Pioneer acquisitions. |
Financial_Statement_Details
Financial Statement Details | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
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, 2014, all of these investments were classified as available-for-sale and mature within 22 months. These investments are recorded at their estimated fair value, with unrealized gains or losses reported as a separate component of accumulated other comprehensive income or loss. | |||||||||||||||||
At September 30, 2014 and December 31, 2013, available-for-sale investments are detailed as follows (in thousands): | |||||||||||||||||
At September 30, 2014 | |||||||||||||||||
Amortized | Gross Unrealized | Gross Unrealized | Estimated | ||||||||||||||
Cost | Gains | Losses | Fair Value | ||||||||||||||
Short-term: | |||||||||||||||||
Corporate debt securities | $ | 140,927 | $ | 29 | $ | 62 | $ | 140,894 | |||||||||
Short-term available-for-sale investments | $ | 140,927 | $ | 29 | $ | 62 | $ | 140,894 | |||||||||
Long-term: | |||||||||||||||||
Corporate debt securities | $ | 44,317 | $ | — | $ | 73 | $ | 44,244 | |||||||||
Long-term available for sale investments | $ | 44,317 | $ | — | $ | 73 | $ | 44,244 | |||||||||
At December 31, 2013 | |||||||||||||||||
Amortized | Gross Unrealized | Gross Unrealized | Estimated | ||||||||||||||
Cost | Gains | Losses | Fair Value | ||||||||||||||
Short-term: | |||||||||||||||||
Corporate debt securities | $ | 164,570 | $ | 72 | $ | 4 | $ | 164,638 | |||||||||
U.S. Treasury and agency debt securities | 66,153 | 2 | 18 | 66,137 | |||||||||||||
Short-term available-for-sale investments | $ | 230,723 | $ | 74 | $ | 22 | $ | 230,775 | |||||||||
Long-term: | |||||||||||||||||
Corporate debt securities | $ | 11,697 | $ | 30 | $ | — | $ | 11,727 | |||||||||
U.S. Treasury and agency debt securities | 23,008 | 15 | — | 23,023 | |||||||||||||
Long-term available for sale investments | $ | 34,705 | $ | 45 | $ | — | $ | 34,750 | |||||||||
Available-for-sale investments that are in an unrealized loss position at September 30, 2014 and December 31, 2013 are detailed as follows (in thousands): | |||||||||||||||||
At September 30, 2014 | |||||||||||||||||
Estimated | Gross Unrealized | ||||||||||||||||
Fair Value | Losses | ||||||||||||||||
Corporate debt securities | $ | 106,244 | $ | 135 | |||||||||||||
At December 31, 2013 | |||||||||||||||||
Estimated | Gross Unrealized | ||||||||||||||||
Fair Value | Losses | ||||||||||||||||
Corporate debt securities | $ | 21,226 | $ | 4 | |||||||||||||
U.S. Treasury and agency debt securities | 40,982 | 18 | |||||||||||||||
$ | 62,208 | $ | 22 | ||||||||||||||
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 Japanese yen, or yen, and the euro, could adversely affect our financial results. We use derivative financial instruments to mitigate our foreign currency exposures. 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 treatment, and as a result, changes in their fair values are recorded in exchange rate gain (loss) in the unaudited condensed consolidated statement of operations. | |||||||||||||||||
We hedge forecasted intercompany inventory transactions that are denominated in yen and 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 22 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, reclassify the gain or loss recorded to date from AOCI into cost of sales, 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, 2014 and December 31, 2013, the notional amount of our outstanding forward contracts was $120.4 million and $97.3 million, respectively, of which $56.4 million and $40.3 million, respectively, were designated as cash flow hedges. At September 30, 2014, our outstanding forward contracts mature through November 2015. | |||||||||||||||||
As of September 30, 2014, the deferred gain, net of tax, for those derivative contracts that qualified for hedge accounting treatment was $2.6 million, all of which will be reclassified from accumulated other comprehensive income (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, 2014 and December 31, 2013. 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. | |||||||||||||||||
At September 30, 2014 | |||||||||||||||||
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 | $ | 3,685 | Other current liabilities | $ | 1 | |||||||||||
Foreign exchange forward contracts | Other long-term assets | 140 | Other long-term liabilities | — | |||||||||||||
Total Derivatives Designated as Hedging Instruments | 3,825 | 1 | |||||||||||||||
Derivatives Not Designated as Hedging Instruments | |||||||||||||||||
Foreign exchange forward contracts | Other current assets | 4,033 | Other current liabilities | 26 | |||||||||||||
Total Derivatives Not Designated as Hedging Instruments | 4,033 | 26 | |||||||||||||||
Total Derivatives | $ | 7,858 | $ | 27 | |||||||||||||
As of December 31, 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 | $ | 954 | Other current liabilities | $ | 251 | |||||||||||
Foreign exchange forward contracts | Other long-term assets | 81 | Other long-term liabilities | — | |||||||||||||
Total Derivatives Designated as Hedging Instruments | 1,035 | 251 | |||||||||||||||
Derivatives Not Designated as Hedging Instruments | |||||||||||||||||
Foreign exchange forward contracts | Other current assets | 1,953 | Other current liabilities | 1,164 | |||||||||||||
Total Derivatives Not Designated as Hedging Instruments | 1,953 | 1,164 | |||||||||||||||
Total Derivatives | $ | 2,988 | $ | 1,415 | |||||||||||||
The Company has elected to present the fair value of derivative assets and liabilities within the unaudited 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. | |||||||||||||||||
As of September 30, 2014 | |||||||||||||||||
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 | $ | 7,858 | $ | (27 | ) | — | $ | 7,831 | |||||||||
Derivative Liabilities | |||||||||||||||||
Foreign exchange forward contracts | (27 | ) | 27 | — | — | ||||||||||||
Total | $ | 7,831 | — | — | 7,831 | ||||||||||||
As of December 31, 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 | $ | 2,988 | $ | (1,415 | ) | — | $ | 1,573 | |||||||||
Derivative Liabilities | |||||||||||||||||
Foreign exchange forward contracts | (1,415 | ) | 1,415 | — | — | ||||||||||||
Total | $ | 1,573 | — | — | 1,573 | ||||||||||||
The following table summarizes the effect of our foreign exchange forward contracts on our unaudited Condensed Consolidated Statements of Operations (in thousands). | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Derivatives Designated as Hedging Instruments | |||||||||||||||||
Gain (loss) recognized in other comprehensive income on foreign currency | $ | 4,243 | $ | (727 | ) | $ | 3,585 | $ | (719 | ) | |||||||
forward contracts (effective portion) | |||||||||||||||||
Gain (loss) reclassified from accumulated other comprehensive income | 16 | (44 | ) | 313 | (44 | ) | |||||||||||
into cost of revenue (effective portion) | |||||||||||||||||
Gain (loss) recognized in income (ineffective portion and amount excluded | (10 | ) | 43 | (50 | ) | 11 | |||||||||||
from effectiveness testing) | |||||||||||||||||
Derivatives Not Designated as Hedging Instruments | |||||||||||||||||
Gain (loss) recognized in exchange rate gain (loss), net | $ | 4,432 | $ | (996 | ) | $ | 3,490 | $ | 4,880 | ||||||||
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 $32.83 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 connection with our convertible debt offering in September 2010 and subsequent partial repurchase in December 2012, we purchased call options on our common stock and sold warrants. 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 $34.88 per share, subject to certain adjustments. | |||||||||||||||||
In accordance with the authoritative guidance, we concluded that these 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 and 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 major financial institutions with a Moody's and Standard & Poor's long-term debt rating of at least A/A2, and monitoring the credit ratings of our counterparties on a periodic basis. | |||||||||||||||||
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. | |||||||||||||||||
• | 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. | ||||||||||||||||
• | 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. | ||||||||||||||||
• | Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Our Level 3 liability includes the contingent consideration related to the Crux and AtheroMed acquisitions and the other liability related to the Sync-Rx 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 consideration. We monitor the fair value of the contingent consideration and the subsequent revisions are reflected in our unaudited consolidated 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, 2014, refer to Note 2, "Acquisitions and Acquisition-Related Items". | |||||||||||||||||
In connection with the Sync-Rx acquisition, we recorded a contingent liability related to a government grant received to develop underlying technologies. The timing of repayment of the grant is contingent upon the generation of revenues derived from the technologies 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 liabilities at its present value using various estimates, including revenue projections, discount rate and estimated years of re-payment. 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, 2014 and 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, 2014 and December 31, 2013 (in thousands): | |||||||||||||||||
Fair Value Measurements at September 30, 2014 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Current: | |||||||||||||||||
Cash | $ | 19,141 | $ | 19,141 | $ | — | $ | — | |||||||||
Money market funds | 12,818 | 12,818 | — | — | |||||||||||||
Corporate debt securities | 140,894 | — | 140,894 | — | |||||||||||||
Foreign currency forward contracts | 7,718 | — | 7,718 | — | |||||||||||||
Non-current: | |||||||||||||||||
Corporate debt securities | 44,244 | — | 44,244 | — | |||||||||||||
Foreign currency forward contracts | 140 | — | 140 | — | |||||||||||||
Total assets measured at fair value | $ | 224,955 | $ | 31,959 | $ | 192,996 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Current: | |||||||||||||||||
Foreign currency forward contracts | $ | 27 | $ | — | $ | 27 | $ | — | |||||||||
Other liabilities, current portion | 95 | — | $ | — | 95 | ||||||||||||
Contingent consideration, current portion (1) | 365 | — | — | 365 | |||||||||||||
Non-current: | |||||||||||||||||
Other liabilities | 1,036 | — | — | 1,036 | |||||||||||||
Contingent consideration | 53,379 | — | — | 53,379 | |||||||||||||
Total liabilities measured at fair value | $ | 54,902 | $ | — | $ | 27 | $ | 54,875 | |||||||||
-1 | This amount is reflected net of the fair value of the working capital receivable in the amount of $1.3 million at September 30, 2014. | ||||||||||||||||
Fair Value Measurements at December 31, 2013 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Current: | |||||||||||||||||
Cash | $ | 98,436 | $ | 98,436 | $ | — | $ | — | |||||||||
Money market funds | 8,723 | 8,723 | — | — | |||||||||||||
Corporate debt securities | 164,638 | — | 164,638 | — | |||||||||||||
U.S. Treasury and agency debt securities | 66,137 | 66,137 | — | — | |||||||||||||
Foreign currency forward contracts | 2,907 | — | 2,907 | — | |||||||||||||
Non-current: | |||||||||||||||||
Corporate debt securities | 11,727 | — | 11,727 | — | |||||||||||||
U.S. Treasury and agency debt securities | 23,023 | 23,023 | — | — | |||||||||||||
Foreign currency forward contracts | 81 | — | 81 | — | |||||||||||||
Total assets measured at fair value | $ | 375,672 | $ | 196,319 | $ | 179,353 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Current: | |||||||||||||||||
Foreign currency forward contracts | $ | 1,415 | $ | — | $ | 1,415 | $ | — | |||||||||
Contingent consideration, current portion (1) | 3,750 | — | — | 3,750 | |||||||||||||
Non-current: | |||||||||||||||||
Other liabilities | 1,249 | — | — | 1,249 | |||||||||||||
Contingent consideration | 29,888 | — | — | 29,888 | |||||||||||||
Total liabilities measured at fair value | $ | 36,302 | $ | — | $ | 1,415 | $ | 34,887 | |||||||||
-1 | This amount is reflected net of the fair value of the working capital receivable in the amount of $1.2 million at December 31, 2013. | ||||||||||||||||
Inventories | |||||||||||||||||
Inventories consist of the following (in thousands): | |||||||||||||||||
September 30, 2014 | 31-Dec-13 | ||||||||||||||||
Finished goods (1) | $ | 37,325 | $ | 27,237 | |||||||||||||
Work-in-process | 13,243 | 12,051 | |||||||||||||||
Raw materials | 25,774 | 21,682 | |||||||||||||||
$ | 76,342 | $ | 60,970 | ||||||||||||||
-1 | Finished goods inventory includes consigned inventory of $6.1 million and $5.6 million at September 30, 2014 and December 31, 2013, respectively. | ||||||||||||||||
Intangible Assets | |||||||||||||||||
Intangible assets consisted of the following (in thousands): | |||||||||||||||||
30-Sep-14 | |||||||||||||||||
Intangible assets subject to amortization | Cost | Accumulated | Net | Weighted- | |||||||||||||
Amortization | Average Life | ||||||||||||||||
(in years) (1) | |||||||||||||||||
Developed technology | $ | 121,807 | $ | 22,337 | $ | 99,470 | 12.3 | ||||||||||
Licenses | 7,366 | 7,125 | 241 | 9 | |||||||||||||
Customer relationships | 4,213 | 4,066 | 147 | 6.2 | |||||||||||||
Patents and trademarks | 14,594 | 3,297 | 11,297 | 13.9 | |||||||||||||
Covenant not to compete | 600 | 208 | 392 | 3 | |||||||||||||
148,580 | 37,033 | 111,547 | 12.1 | ||||||||||||||
Intangible assets not yet subject to amortization | |||||||||||||||||
In-process research and development | 13,260 | — | 13,260 | n/a | |||||||||||||
$ | 161,840 | $ | 37,033 | $ | 124,807 | ||||||||||||
December 31, 2013 | |||||||||||||||||
Intangible assets subject to amortization | Cost | Accumulated | Net | Weighted- | |||||||||||||
Amortization | Average Life | ||||||||||||||||
(in years) (1) | |||||||||||||||||
Developed technology | $ | 57,507 | $ | 16,393 | $ | 41,114 | 8.6 | ||||||||||
Licenses | 7,441 | 7,102 | 339 | 8.8 | |||||||||||||
Customer relationships | 4,441 | 4,312 | 129 | 6.1 | |||||||||||||
Patents and trademarks | 13,668 | 2,894 | 10,774 | 13.2 | |||||||||||||
Covenant not to compete | 300 | 108 | 192 | 3 | |||||||||||||
83,357 | 30,809 | 52,548 | 9.2 | ||||||||||||||
Intangible assets not yet subject to amortization | |||||||||||||||||
In-process research and development | 5,560 | — | 5,560 | n/a | |||||||||||||
$ | 88,917 | $ | 30,809 | $ | 58,108 | ||||||||||||
-1 | Weighted average life of intangible assets is presented excluding fully amortized assets. | ||||||||||||||||
At September 30, 2014, future amortization expense related to our intangible assets subject to amortization is expected to be as follows (in thousands): | |||||||||||||||||
2014 | 2,917 | ||||||||||||||||
2015 | 11,366 | ||||||||||||||||
2016 | 11,141 | ||||||||||||||||
2017 | 10,570 | ||||||||||||||||
2018 | 10,514 | ||||||||||||||||
Thereafter | 65,039 | ||||||||||||||||
$ | 111,547 | ||||||||||||||||
Restructuring Activity | |||||||||||||||||
Disposables Manufacturing Transition to Costa Rica Initiative | |||||||||||||||||
During the second quarter of 2013, our management approved plans to consolidate and transition our manufacturing resources related to the manufacturing of disposables to Costa Rica. Activities under this restructuring plan were initiated in the second quarter of 2013 and are expected to be substantially completed by mid-2015. We estimate that this restructuring plan will result in total pre-tax charges of approximately $2.8 million, all of which are one-time termination benefits, including severance payments and continuing medical benefits. | |||||||||||||||||
A summary of the activities related to this initiative is presented below (in thousands): | |||||||||||||||||
Employee Termination Cost | |||||||||||||||||
Balance at 01/01/2013 | $ | — | |||||||||||||||
Restructuring charges during 2013 | 333 | ||||||||||||||||
Payments during 2013 | (333 | ) | |||||||||||||||
Balance at 12/31/2013 | $ | — | |||||||||||||||
Restructuring charges during nine months ended 9/30/2014 | 251 | ||||||||||||||||
Payments during nine months ended 09/30/2014 | (251 | ) | |||||||||||||||
Balance at 9/30/2014 | $ | — | |||||||||||||||
Strategic Reorganization Initiative | |||||||||||||||||
During the third quarter of 2013, our management evaluated various development projects, product lines 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. The key elements under this restructuring plan include the discontinuation of development programs for our forward-looking IVUS, or FL.IVUS, forward-looking intracardiac echocardiography, or FL.ICE, and optical computed tomography, or 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. | |||||||||||||||||
Activities under this restructuring plan were initiated in the third quarter of 2013 and were substantially completed during the second quarter of 2014. This restructuring resulted in total pre-tax charges of approximately $18.6 million, of which approximately $6.4 million resulted or will result in cash outlay. The following provides a summary of the total costs associated with the plan by major type of cost (in thousands): | |||||||||||||||||
Type of Cost | Total Estimated Amount | ||||||||||||||||
Employee termination benefits | $ | 2,659 | |||||||||||||||
Asset impairments | 12,221 | ||||||||||||||||
Other associated costs | 3,713 | ||||||||||||||||
Total | $ | 18,593 | |||||||||||||||
A summary of the restructuring charges related to this initiative is presented below (in thousands): | |||||||||||||||||
Employee Termination Benefits | Asset Impairments | Other Associated Costs | Total | ||||||||||||||
Balance at 01/01/2013 | $ | — | $ | — | $ | — | $ | — | |||||||||
Restructuring charges during 2013 | 2,867 | 11,402 | 4,772 | 19,041 | |||||||||||||
Payments/impairments during 2013 | (797 | ) | (11,402 | ) | — | (12,199 | ) | ||||||||||
Balance at 12/31/2013 | $ | 2,070 | $ | — | $ | 4,772 | $ | 6,842 | |||||||||
Restructuring charges during 2014 | $ | (210 | ) | 818 | (1,056 | ) | (448 | ) | |||||||||
Payments/impairments during 2014 | $ | (1,337 | ) | (818 | ) | (3,716 | ) | (5,871 | ) | ||||||||
Balance at 09/30/2014 | 523 | — | — | 523 | |||||||||||||
The employee termination benefits include severance payments and continuing medical and other benefits. The asset impairments are related to the discontinued programs and include impairment of property, plant and equipment assets, impairment of intangible assets and other tangible asset impairments. The other associated costs include the contract termination costs related to our purchase and lease commitments, and other costs directly related to the restructuring activities. The $1.1 million reduction in other associated costs during the nine months ended September 30, 2014 is primarily from negotiating a favorable settlement on a contract termination. Reductions in employee termination benefits are the result of final severance costs being less than previously estimated. | |||||||||||||||||
All charges were recorded in the restructuring charges line item within our unaudited condensed consolidated statement of operations. | |||||||||||||||||
Both restructuring initiatives are related to our medical segment. | |||||||||||||||||
Debt | |||||||||||||||||
In December 2012, we issued $460 million aggregate principal amount of 1.75% Convertible Senior Notes due 2017, or the 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, or the 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, 2014 | December 31, 2013 | ||||||||||||||||
Debt: | |||||||||||||||||
2.875% Convertible Senior Notes due 2015: | |||||||||||||||||
Principal amount | $ | 25,000 | $ | 25,000 | |||||||||||||
Unamortized discount of liability component | (1,006 | ) | (1,818 | ) | |||||||||||||
Unamortized debt issuance costs | (112 | ) | (204 | ) | |||||||||||||
Carrying value of liability component | 23,882 | 22,978 | |||||||||||||||
1.75% Convertible Senior Notes due 2017: | |||||||||||||||||
Principal amount | 460,000 | 460,000 | |||||||||||||||
Unamortized discount of liability component | (60,440 | ) | (72,902 | ) | |||||||||||||
Unamortized debt issuance costs | (7,515 | ) | (9,064 | ) | |||||||||||||
Carrying value of liability component | 392,045 | 378,034 | |||||||||||||||
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, 2014 | December 31, 2013 | ||||||||||||||||
2.875% Convertible Senior Notes due 2015 | $ | 24,885 | $ | 25,950 | |||||||||||||
1.75% Convertible Senior Notes due 2017 | 399,349 | 456,320 | |||||||||||||||
Total | $ | 424,234 | $ | 482,270 | |||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |
Sep. 30, 2014 | ||
Loss Contingency [Abstract] | ' | |
Commitments and Contingencies | ' | |
Commitments and Contingencies | ||
St. Jude Medical and LightLab Litigation Settlement | ||
On August 7, 2014, Volcano and its wholly-owned subsidiary, Axsun Technologies, Inc., or Axsun, and together with Volcano, the Volcano Parties, entered into a Settlement, Release, License Agreement, and Covenants Not To Sue, or the Agreement, with St. Jude Medical, Inc., or St. Jude, and its affiliates St. Jude Medical, Cardiology Division, Inc., St. Jude Medical Systems AB, St. Jude Medical S.C., Inc., and LightLab Imaging, Inc., or LightLab, (collectively, the “St. Jude Parties”), to settle all currently ongoing litigation among the Volcano Parties and the St. Jude Parties. The settlement covers the following civil actions: | ||
• | LightLab Imaging, Inc. v. Axsun Technologies, Inc. and Volcano Corporation, in the Massachusetts Superior Court and the Massachusetts Supreme Judicial Court, or the Massachusetts Proceeding; | |
• | Axsun Technologies, Inc. and Volcano Corporation v. LightLab Imaging, Inc., in the Delaware Chancery Court; | |
• | LightLab Imaging, Inc. v. Axsun Technologies, Inc. and Volcano Corporation, in the Delaware Chancery Court; | |
• | St. Jude Medical, Cardiology Division, Inc., St. Jude Medical Systems AB, and St. Jude Medical S.C., Inc. v. Volcano Corporation, in the United States District Court for the District of Delaware; | |
• | St. Jude Medical, Cardiology Division, Inc., St. Jude Medical Systems AB, and St. Jude Medical S.C., Inc. v. Volcano Corporation, in the United States District Court for the District of Delaware; | |
• | Volcano Corporation v. St. Jude Medical, Cardiovascular and Ablation Technologies Division, Inc.; St. Jude Medical, Cardiology Division, Inc.; St. Jude Medical, U.S. Division; St. Jude Medical S.C., Inc.; and St. Jude Medical Systems AB, in the United States District Court for the District of Delaware and the United States Court of Appeals for the Federal Circuit; and | |
• | St. Jude Medical, Cardiology Division, Inc., v. Volcano Corporation, and Michelle K. Lee, Deputy Director, U.S. Patent and Trademark Office, in the United States Patent and Trademark Office and the United States Court of Appeals for the Federal Circuit. | |
No payments are being made in connection with the Agreement. | ||
Pursuant to the Agreement, the parties agreed to cause each of the Litigations to be dismissed with prejudice and to not seek appellate review of a recent decision issued in the Massachusetts Proceeding. | ||
The Agreement contains mutual releases covering all claims that the Volcano Parties or the St. Jude Parties, or their respective affiliates, have or may have against the other in connection with the Litigations. | ||
The Agreement contains covenants not to sue by each party for (i) infringement of any of the patents that are the subject of any of the Litigations, (ii) infringement of any of the other party’s patents (subject to specified exceptions) by a party’s current products, products in the field of functional measurement for which regulatory approval is submitted before August 7, 2016, or features of those products, (iii) misappropriation of certain claimed trade secrets communicated each way between Axsun and LightLab and (iv) claims of any nature that relate to any of the Litigations. The covenants described in the preceding sentence do not extend to any: (a) patent infringement claims by St. Jude with respect to any (1) wireless communication of physiological pressure sensor data between a sensor and a receiver, or (2) products for intravascular optical coherence tomography (OCT); (b) patent infringement claims by Volcano with respect to any (1) iFR® patents or (2) products for intravascular ultrasound (i.e., IVUS products); or (c) products of an assignee existing prior to the assignment. | ||
The agreement contains licenses by each party to the other party of the patents that are the subject of the Litigations. | ||
Each party to the Agreement also agreed not to challenge the validity or enforceability of any of the patents that are the subject of any of the Litigations during the term of the Agreement, unless such party is accused of infringing the applicable patent. The Agreement terminates on August 7, 2036. | ||
Litigation-LightLab | ||
On January 7, 2009, LightLab Imaging, Inc., or LightLab, which was acquired by St. Jude Medical, Inc., or St. Jude, in 2010, filed a complaint against us and our wholly owned subsidiary, Axsun, in the Superior Court of Massachusetts, Suffolk County, seeking injunctive relief and unspecified damages, or the Massachusetts Action. The complaint included allegations that Volcano interfered with an agreement between Axsun and LightLab and with LightLab's advantageous business relationship with Axsun, breach of contract by Axsun, that Axsun and Volcano misappropriated LightLab's confidential information and trade secrets, and violated Chapter 93A, a Massachusetts statute that provides for recovery of up to three times damages plus attorney's fees (93A). | ||
On April 7, 2011, the court entered an Amended Final Judgment, in the Massachusetts Action: a) in favor of Volcano and Axsun on LightLab's claims for trade secret misappropriation on items 1-30 on LightLab's list of alleged trade secrets, b) ordered Volcano and Axsun to collectively pay $600,000 in damages and $4.5 million in attorneys' fees, c) in favor of LightLab on its claims against Axsun for breach of contract, breach of implied covenant of good faith and fair dealing, for violation of 93A, and misappropriation of trade secrets for disclosing three particular items to Volcano in December 2008 - the specifications for the two lasers provided by Axsun to LightLab and one Axsun laser prototype made in 2008, d) in favor of LightLab on its claims against Volcano for intentional interference with a contract and advantageous business relationship, unjust enrichment, violation of 93A, and misappropriation of trade secrets for the same three trade secrets described above. In addition, the Court denied a majority of LightLab's requested injunctions, and entered limited injunctive relief, none of which management believes have a material effect upon Volcano. | ||
LightLab appealed various decisions of the Court including, a) the Court's pre-trial rulings excluding certain lost profits damages evidence that LightLab sought to introduce at trial; b) the Court's decisions adverse to LightLab's claims for trade secret misappropriation in items 1-30 of LightLab's alleged list of trade secrets, including various rulings requiring evidence of use or intent to use as a prerequisite for injunctive relief; c) the Court's post-trial decisions denying permanent injunctive relief that LightLab requested as terms of the Final Judgment; and; d) the denial of LightLab's motion to alter or amend the Final Judgment, which motion sought to obtain additional declaratory relief barring Axsun from “supplying” tunable lasers to Volcano. Volcano and Axsun did not cross appeal the Amended Final Judgment in 2011, and Volcano and Axsun satisfied their payment obligations under the Amended Final Judgment by Volcano paying LightLab approximately $5.4 million. The Massachusetts Supreme Judicial Court issued a ruling in Volcano and Axsun's favor on July 28, 2014. | ||
In February 2010, Volcano and Axsun commenced an action in the Delaware Chancery Court, or the Chancery Court Action, against LightLab seeking a declaration of Volcano and Axsun's rights with respect to certain OCT technology, the High Definition Swept Source. LightLab then filed a counter-claim that included a claim against Axsun and Volcano for violations of 93A. This case has been stayed until such time as Volcano has achieved certain development and regulatory milestones. | ||
Additionally, on May 24, 2011, LightLab commenced a separate action in Delaware Chancery Court, or the Second Chancery Court Action, against Volcano and Axsun alleging that Axsun is inappropriately assisting Volcano in the development of a third-party laser. The complaint seeks injunctive relief and unspecified damages. After Volcano and Axsun moved to dismiss the Second Chancery Court Action, LightLab filed an amended complaint against Volcano and Axsun, adding additional allegations regarding misappropriation of trade secrets. This case has been stayed indefinitely. | ||
In January 2014, Volcano requested the Chancery Court dismiss the Chancery Court Actions. The Chancery Court has not ruled on this motion. | ||
As described above, these actions were settled on August 7, 2014. | ||
Litigation - St. Jude Medical | ||
On July 27, 2010, St. Jude Medical filed a lawsuit against Volcano in federal district court in Delaware (collectively, with the counterclaims described below, the Delaware Patent Action), alleging that our pressure guide wire products infringe five patents owned by St. Jude Medical. St. Jude Medical is seeking injunctive relief and monetary damages. This action does not involve OCT technology and is separate from the Massachusetts Action. | ||
On September 20, 2010, Volcano filed its response, in which we denied the allegations that our PrimeWire® products infringe any valid claim of St. Jude Medical's asserted patents. In addition, Volcano filed a counterclaim in which we alleged that St. Jude Medical's PressureWire® products and its RadiAnalyzer® Xpress product infringe three Volcano patents. In our counterclaim, Volcano sought injunctive relief and monetary damages. Trials on the St. Jude Medical patents and Volcano's patents were held in October 2012. | ||
On October 12, 2012, the court entered summary judgment for Volcano with respect to one of St. Jude Medical's asserted patents. On October 19, 2012, a jury found in favor of Volcano on the remaining four St. Jude Medical patents, finding that two of the patents were invalid and that Volcano did not infringe two of the patents. On October 22, 2012, Volcano voluntarily dismissed its claims against St. Jude Medical with respect to one of Volcano's patents. On October 25, 2012, a jury found in favor of St. Jude Medical with respect to Volcano's asserted patents. In conjunction with the trial, St. Jude Medical agreed that previous versions of its PressureWire® products infringed Volcano's 6,976,965 patent (a pressure sensing guide wire patent). Post-trial motions are pending or remain available to the parties in the case. Volcano and St. Jude have stipulated to a confidential damages amount. | ||
On April 9, 2012, St. Jude Medical, Cardiology Division, Inc., St. Jude Medical Systems AB and St. Jude Medical S.C. filed a sealed complaint in the United States District Court for the District of Delaware alleging that Volcano Corporation infringes United States Patent No. 6,565,514. Trial will be in December 2014 in this case. | ||
On April 16, 2013, Volcano filed suit in Federal District Court in Delaware against St. Jude Medical, Cardiovascular and Ablation Technologies Division, Inc., St. Jude Medical, Cardiology Division, Inc., St. Jude Medical, U.S. Division, St. Jude Medical S.C. Inc., and St. Jude Medical Systems AB, (collectively, “St. Jude”) for infringement of Volcano's recently issued United States Patent Nos. 8,419,647 and 8,419,648 both entitled “Ultra Miniature Pressure Sensor.” Volcano's complaint accuses St. Jude's PressureWire® Certus and PressureWire® Aeris cardiac pressure sensing guide wire products (the “Accused Guide Wires”) and St. Jude's RadiAnalyzer® Xpress Measurement System, Ilumien® PCI Optimization System and Quantien® Integrated FFR Platform, which are used with the Accused Guide Wires, of infringing the patented methods of United States Patent No. 8,419,647. Volcano's complaint also accuses the Accused Guide Wires of infringing the patented device claims of United States Patent No. 8,419,648. A claim construction hearing was held in November 2013, and a ruling adverse to Volcano was issued in January 2014. In February 2014, the parties submitted a joint stipulation to the Court agreeing that the Accused Guide Wires do not infringe Volcano’s patents under the Court’s claim construction ruling. The Court entered judgment in March 2014 and Volcano has appealed to the Federal Circuit Court of Appeals, which will likely hear the appeal prior to the end of 2014. | ||
As described above, these actions were settled on August 7, 2014. | ||
Litigation - CardioSpectra | ||
On March 27, 2012, Christopher E. Banas, et al., filed a lawsuit against Volcano in federal district court in the Northern District of California, alleging claims for breach of contract, breach of fiduciary duty, and breach of the implied covenant of good faith and fair dealing based on Volcano's acquisition of CardioSpectra in 2007. Specifically, plaintiffs assert that Volcano has failed to comply with the terms and the alleged implied obligations of the Merger Agreement relating to potential milestone payments. CardioSpectra was in the business of developing OCT technology; however, this litigation is separate from the Massachusetts Action. | ||
On May 14, 2012, Volcano moved to dismiss the complaint in its entirety. The motion sought to dismiss the breach of fiduciary duty and implied covenant claims without leave for amendment, and to dismiss the breach of contract claim with leave to amend. By order dated August 6, 2012, the Court granted Volcano's motion as to all issues with leave to amend. The plaintiffs filed a Second Amended Complaint on August 20, 2012, which included a single claim for breach of the Merger Agreement. In addition, the plaintiffs identified in the Second Amended Complaint are listed as Christopher E. Banas and Paul Castella in their respective capacities as Shareholder Representatives under the Merger Agreement. Volcano answered the Second Amended Complaint on September 4, 2012, and in the same document Volcano asserted several affirmative defenses. In March 2014, the Court granted Volcano's motion for summary judgment and entered judgment in favor of Volcano. The plaintiffs have filed a notice of appeal. Volcano filed a petition to recover its attorneys’ fees as the prevailing party pursuant to the Merger Agreement. Volcano is awaiting the Court’s order. | ||
Litigation - Other | ||
In November 2012, we became aware through newspaper reports in the Italian media that a former employee of ours was under criminal investigation for an alleged violation of Italian anti-bribery laws. We also learned that Volcano Europe B.V.B.A., our wholly-owned subsidiary, had temporarily been prohibited from establishing new contractual relationships with hospitals that are part of the Italian national health system. Following a court hearing, the temporary prohibition was lifted. The Italian public prosecutor's request that such prohibition be reinstituted was denied. The Italian public prosecutor is alleging that the approximately €5,000 that we paid to an Italian state-employed physician for conducting a training session was paid in an effort to influence the outcome of a clinical trial. | ||
The Company believes the lawsuits and other matter described above are without merit, and intends to vigorously defend against or prosecute, as applicable, the matters described above. | ||
We may also be a party to various other claims in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred and were not material in any period reported. Additionally, we assess, in conjunction with our legal counsel, the need to record a liability for litigation and contingencies. Reserve estimates are recorded when and if it is determined that a loss related matter is both probable and reasonably estimable. Any provisions are reviewed at least quarterly and are adjusted to reflect the impact and status of settlements, rulings, advice of counsel and other information and events pertinent to a particular matter. Based on its experience, the Company also believes that the damage amounts claimed in the lawsuits disclosed above are not a meaningful indicator of the Company's potential liability. At this time, we are not able to predict or estimate the ultimate outcome or range of possible losses relating to the lawsuits, claims or counterclaims described above. However, we believe that the ultimate disposition of these matters, individually and in the aggregate, including the matters discussed above, will not have a material impact on our consolidated results of operations, financial position or cash flows. Our evaluation of the likely impact of these matters could change in the future, as litigation is inherently unpredictable, and unfavorable outcomes and/or defense costs, depending upon the amount and timing, could have a material adverse effect on our results of operations, financial position, or cash flows in future periods. | ||
Operating Leases | ||
Rent expense for our facilities leases is being recognized on a straight-line basis over the respective minimum lease terms. | ||
Commitments | ||
We have obligations under non-cancelable purchase commitments. The majority of these obligations related to inventory, primarily raw materials. At September 30, 2014, the future minimum payments under these non-cancelable purchase commitments totaled $80.3 million. Approximately $76.1 million of these commitments will require payment in 12 months, of which $75.8 million of these commitments will require payment prior to December 31, 2014. The remaining amount will require payments on various dates through 2016. | ||
We have commitments to provide funding for various clinical studies, for which we will be billed as services are performed under these agreements. At September 30, 2014, the remaining obligation under these agreements collectively is insignificant to our financial condition. In addition, we have entered into agreements with other third parties to sponsor clinical studies. Generally, we contract with one or more clinical research sites for a single study and no one agreement is material to our consolidated results of operations or financial condition. We are usually billed as services are performed based on enrollment and are required to make payments over periods ranging from less than one year up to five years. Our actual payments under these agreements will vary based on enrollment. | ||
At September 30, 2014, we have a commitment to purchase an additional $2.0 million of preferred shares in an existing cost-method investment in a private company. This commitment will expire in February 2015 if the option is not exercised by the private company. | ||
Indemnification | ||
Our supplier, distributor and collaboration agreements generally include certain provisions for indemnification against liabilities if our products are recalled, infringe a third party’s intellectual property rights or cause bodily injury due to alleged defects in our products. Many of our customer agreements also contain indemnification obligations in favor of our customers. In addition, we have agreements with our present and former directors and executive officers indemnifying them against liabilities arising from service in their respective capacities to Volcano. We maintain directors’ and officers’ insurance policies that may limit our exposure to such liabilities. To date, we have not incurred any material costs as a result of such indemnifications and have not accrued any liabilities related to such obligations in the accompanying unaudited condensed consolidated financial statements. | ||
Sole source suppliers | ||
We rely on a number of sole source suppliers to supply certain of our products, including our transducers and substrates used in our catheters. We do not carry significant inventory of transducers or substrates. If we had to change suppliers, we expect that it would take 6 to 24 months to identify appropriate suppliers, complete design work and undertake the necessary inspections and testing before the new transducers and substrates would be available. We are not parties to supply agreements with these suppliers but instead use purchase orders as needed. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||||||
Stockholders' Equity | ' | |||||||||||||||
Stockholders’ Equity | ||||||||||||||||
Share Repurchase Program | ||||||||||||||||
On December 2, 2013, our board of directors authorized a $200 million share repurchase program. Pursuant to this approval, we entered into a $100 million accelerated share repurchase, or ASR, program with a counterparty, and received a total of 4,705,683 shares of our common stock, of which 3,557,137 shares of our common stock were delivered in December 2013 and 1,148,546 shares of our common stock were delivered in March 2014. | ||||||||||||||||
All of our repurchases were treated as effective retirements of the purchased shares and therefore reduced reported shares issued and outstanding by the number of shares repurchased. In addition, the Company recorded the excess of the purchase price over the par value of the common stock as a reduction to additional paid-in capital. | ||||||||||||||||
Equity Compensation Plans | ||||||||||||||||
Our Amended and Restated 2005 Equity Compensation Plan, or the 2005 Amended Plan, provides for an aggregate of 21,572,558 shares of our common stock that may be issued or transferred to our employees, non-employee directors and consultants. | ||||||||||||||||
At September 30, 2014, we have granted stock options, time-vested restricted stock units, or RSUs, and performance-based RSUs, or PRSUs, under the 2005 Amended Plan. Stock options previously granted under the 2000 Long Term Incentive Plan that are canceled or expired will increase the shares available for grant under the 2005 Amended Plan. In addition, employees have purchased shares of the Company’s common stock under the 2007 Employee Stock Purchase Plan, or the Purchase Plan. According to the terms of the Purchase Plan, the number of shares of common stock available for issuance under the Purchase Plan was automatically increased by 600,000 shares on January 1, 2014. At September 30, 2014, 6,049,248 shares and 432,288 shares remained available to grant under the 2005 Amended Plan and the Purchase Plan, respectively. | ||||||||||||||||
On February 12, 2014, our Compensation Committee adopted, under the terms of the 2005 Amended Plan, the 2014 Long Term Incentive Plan, or LTIP, and granted PRSUs under such LTIP. The PRSUs will vest contingent on the achievement of our revenue goal, our revenue growth and relative total shareholder return, which is measured against the performance of a defined peer group. Half of the PRSUs are earned based on the achievement of our revenue goal and revenue growth, or the performance condition, and the remaining half of the PRSUs are earned based on the achievement of the revenue goal and the relative total shareholder return, or the market condition. | ||||||||||||||||
The measurement period for the PRSUs granted under the LTIP with the performance condition is our 2014 and 2015 fiscal years. The performance condition awards can range from 0% to 200% of the number of original shares granted. If the pre-determined performance goal is met, shares of stock subject to the PRSUs with the performance condition granted to the recipient will begin to vest, with two-thirds vesting on the date of certification of achievement of the pre-determined performance goal, and the remaining one third vesting on December 31, 2016, subject to continued service. | ||||||||||||||||
The measurement period for the PRSUs granted under the LTIP with the market condition is our 2014 and 2015 fiscal years. The market condition awards can range from 0% to 200% of the number of original shares granted. If the pre-determined market goal is met, shares of stock subject to the PRSUs with the market condition granted to the recipient will begin to vest, with two-thirds vesting on the date of certification of achievement of the pre-determined market goal, and the remaining one third vesting on December 31, 2016, subject to continued service. | ||||||||||||||||
Fair Value Assumptions | ||||||||||||||||
PRSUs with Performance Condition and RSUs | ||||||||||||||||
The fair value of the PRSUs with performance condition and the RSUs is estimated using the market price of our common stock on the grant date. | ||||||||||||||||
PRSUs with Market Condition | ||||||||||||||||
The fair value of the PRSUs that include a market condition is estimated using a Monte Carlo simulation model at the grant date. The Monte Carlo method is a statistical simulation technique used to provide the grant date fair value of an award. The assumptions used in the Monte Carlo simulation to value our PRSUs with market condition are presented below: | ||||||||||||||||
Three and nine months ended | ||||||||||||||||
30-Sep-14 | ||||||||||||||||
Risk-free interest rate | 0.30% | |||||||||||||||
Expected life / remaining measurement period (years) | 1.9 | |||||||||||||||
Estimated volatility | 30.90% | |||||||||||||||
Expected dividends | None | |||||||||||||||
Weighted-average grant date fair value | $24.90 | |||||||||||||||
The risk-free interest rate is based on the implied yield available on U.S. Treasury constant maturity securities with the substantially equivalent period as the market condition measurement period remaining as of the grant date, which is 1.9 years. We utilize the volatility of our own common stock over the remaining measurement period in determining the grant date fair value. We use a zero value of the expected dividend value factor since we have not declared dividends in the past and we do not anticipate declaring dividends in the foreseeable future. | ||||||||||||||||
Stock Options | ||||||||||||||||
The fair value of each stock option is estimated on the date of grant using the Black-Scholes model utilizing the following weighted-average assumptions: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Risk-free interest rate | 1.60% | 1.30% | 1.60% | 0.80% | ||||||||||||
Expected life (years) | 4.6 | 4.6 | 4.6 | 4.2 | ||||||||||||
Estimated volatility | 34.80% | 41.90% | 35.70% | 39.30% | ||||||||||||
Expected dividends | None | None | None | None | ||||||||||||
Weighted-average grant date fair value | $4.76 | $7.34 | $5.61 | $7.44 | ||||||||||||
The risk-free interest rate for periods within the contractual life of the stock option is based on the implied yield available on U.S. Treasury constant maturity securities with substantially equivalent remaining terms at the time of grant. We use our historical stock option exercise experience to estimate the expected life of our stock options. We utilize the volatility of our own common stock over the expected life in determining the grant date fair value. We use a zero value for the expected dividend value factor since we have not declared dividends in the past and we do not anticipate declaring dividends in the foreseeable future. | ||||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||||
The first offering period under the Purchase Plan commenced in September 2007. The fair value of each purchase option under the Purchase Plan is estimated at the beginning of each purchase period using the Black-Scholes model utilizing the following weighted-average assumptions: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Risk-free interest rate | 0.10% | 0.10% | 0.10% | 0.10% | ||||||||||||
Expected life (years) | 0.5 | 0.5 | 0.5 | 0.5 | ||||||||||||
Estimated volatility | 38.70% | 29.60% | 35.40% | 30.00% | ||||||||||||
Expected dividends | None | None | None | None | ||||||||||||
Fair value of purchase right | $4.67 | $5.53 | $5.03 | $5.21 | ||||||||||||
The risk-free interest rate is based on the implied yield available on the U.S. Treasury constant maturity securities for the six-month term of each offering period in effect at the beginning of the offering period. We utilize the volatility of our own common stock over the offering period in determining the purchase rights fair value. We use a zero value for the expected dividend value factor since we have not declared dividends in the past and we do not anticipate declaring dividends in the foreseeable future. | ||||||||||||||||
Stock-Based Compensation Expense | ||||||||||||||||
With the exception of PRSUs with performance condition, stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the entire award, which is generally the vesting period, net of estimated forfeitures. | ||||||||||||||||
We recognize the estimated compensation cost of PRSUs with performance condition on a straight-line basis over the requisite service period for each vesting tranche of the award, net of estimated forfeitures. | ||||||||||||||||
The following table sets forth stock-based compensation expense included in our unaudited condensed consolidated statements of operations (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Cost of revenues | $ | 144 | $ | 196 | $ | 465 | $ | 583 | ||||||||
Selling, general and administrative | 2,641 | 3,592 | 9,053 | 10,152 | ||||||||||||
Research and development | 420 | 462 | 1,203 | 1,363 | ||||||||||||
$ | 3,205 | $ | 4,250 | $ | 10,721 | $ | 12,098 | |||||||||
Segment_and_Geographic_Informa
Segment and Geographic Information | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment And Geographic Information [Abstract] | ' | |||||||||||||||
Segment And Geographic Information | ' | |||||||||||||||
Segment and Geographic Information | ||||||||||||||||
Our chief operating decision-maker reviews financial information presented on a consolidated basis, accompanied by disaggregated information about segment revenues by product and geographic region for purposes of making operating decisions and assessing financial performance. We have two reporting segments, the first being the medical segment which includes the manufacture, sale, discovery, development and commercialization of products for the diagnosis of atherosclerosis in the coronary arteries and peripheral vascular system. In addition we have an industrial segment which includes the discovery, development, manufacture and sale of micro-optical spectrometers and optical channel monitors to telecommunications and other industrial companies. | ||||||||||||||||
We do not assess the performance of our segments on other measures of income or expense, such as depreciation and amortization, operating income or net income. We do not produce reports for, or measure the performance of, our segments on any asset-based metrics. Therefore, segment information is presented only for revenues by product. | ||||||||||||||||
The following table sets forth our revenues by segment and product (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Medical segment: | ||||||||||||||||
Consoles | $ | 9,508 | $ | 10,964 | $ | 28,243 | $ | 31,469 | ||||||||
Single-procedure disposables: | ||||||||||||||||
IVUS | 44,909 | 46,024 | 139,771 | 143,869 | ||||||||||||
FM | 31,504 | 27,869 | 92,421 | 83,345 | ||||||||||||
Other | 9,697 | 8,809 | 28,940 | 25,725 | ||||||||||||
Sub-total medical segment | 95,618 | 93,666 | 289,375 | 284,408 | ||||||||||||
Industrial segment | 1,839 | 2,143 | 5,215 | 5,976 | ||||||||||||
$ | 97,457 | $ | 95,809 | $ | 294,590 | $ | 290,384 | |||||||||
The following table sets forth our revenues by geography expressed as dollar amounts (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues (1): | ||||||||||||||||
United States | $ | 49,647 | $ | 46,673 | $ | 145,947 | $ | 139,076 | ||||||||
Japan | 21,678 | 26,368 | 68,964 | 82,292 | ||||||||||||
Europe, the Middle East and Africa | 20,329 | 17,371 | 61,941 | 51,512 | ||||||||||||
Rest of world | 5,803 | 5,397 | 17,738 | 17,504 | ||||||||||||
$ | 97,457 | $ | 95,809 | 294,590 | $ | 290,384 | ||||||||||
-1 | Revenues are attributed to geographies based on the location of the customer, except for shipments to original equipment manufacturers, which are attributed to the country of origin of the equipment distributed. | |||||||||||||||
At September 30, 2014, approximately 49% of our long-lived assets, excluding financial assets, are located in the U.S., approximately 38% are located in Costa Rica, approximately 8% are located in Japan, and approximately 5% are located in our remaining geographies. At December 31, 2013, approximately 50% of our long-lived assets, excluding financial assets, were located in the U.S., approximately 38% were located in Costa Rica, approximately 8% were located in Japan, and approximately 4% were located in our remaining geographies. | ||||||||||||||||
At September 30, 2014 and December 31, 2013, goodwill of $150.9 million and $55.1 million, respectively, has been allocated entirely to our medical segment. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
Income taxes are determined using an estimated annual effective tax rate applied against income, and then adjusted for the tax impacts of certain discrete items. The Company recorded an income tax benefit of $8.3 million during the nine months ended September 30, 2014, resulting in an effective benefit rate of 30.7%. The effective tax rate differs from the Federal statutory rate of 35.0% primarily due to foreign income tax rate differentials and nondeductible expenses such as certain stock compensation and acquisition related items. | |
We recorded an income tax benefit of $10.2 million during the nine months ended September 30, 2013, resulting in an income tax benefit rate of 42.0%. During the nine months ended September 30, 2013, federal legislation was enacted within the U.S. that retroactively allowed the research and development tax credit for all of 2012 and extended the credit through the twelve months ending December 31, 2013. Because this legislation was enacted in 2013, the full benefit of the credit related to 2012 activities was recognized during the nine months ended September 30, 2013. In the absence of the 2012 federal research and development tax credit, our effective benefit tax rate for the nine months ended September 30, 2013 would have been 38.0%. | |
Our effective tax benefit rate decreased for the nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013. The decrease was primarily due to the expiration of the federal research and development tax credit in December 2013 and nondeductible expenses related to stock compensation. In addition to the above noted items, the effective tax rate during the nine months ended September 30, 2013 included tax benefits related to the 2012 federal research and development tax credit’s retroactive reinstatement in January 2013. | |
During the three months ended September 30, 2014, certain stock options were exercised and certain shares related to restricted stock awards vested at times when the Company’s stock price was substantially lower than the fair value of those shares at the time of grant. As a result, the income tax deduction related to such shares is less than the expense previously recognized for book purposes. Such shortfalls reduce additional paid-in capital to the extent windfall tax benefits have been previously recognized. During the three months ended September 30, 2014, no shortfalls reduced additional paid-in capital and $787,000 of the shortfall was included in income tax expense. | |
The Company evaluates the realizability of the deferred tax assets on a jurisdictional basis at each reporting date. Accounting for income taxes guidance requires that a valuation allowance be established when it is more-likely-than-not that all or a portion of the deferred tax assets will not be realized. As part of the evaluation, the Company reviews both positive and negative evidence to determine if a valuation allowance is needed. | |
In 2013, the Company incurred a net loss, and is not projecting a return to profitability in 2014. As of September 30, 2014, management has evaluated the recoverability of its Federal deferred tax assets, including factors such as a consideration of forecasted operating results, in-process changes in its manufacturing processes, potential tax planning strategies, as well as the period of time that will transpire before the underlying deferred tax assets will expire. Based on this evaluation, management has concluded that it is more likely than not that the underlying deferred tax assets will be utilized prior to their expiration, and therefore continues to believe that the Federal deferred tax assets will be recovered. | |
Further, during the fourth quarter of 2013, we concluded that it was more likely than not that we would not be able to realize our U.S. state and select foreign deferred tax assets. The Company’s continues to maintain the recorded valuation allowance against our U.S. state and select foreign deferred tax assets as of September 30, 2014. | |
We will continue to assess the need for a valuation allowance on deferred tax assets by evaluating both positive and negative evidence that may exist. To the extent we establish or change the valuation allowance in a period, the tax effect will generally flow through the statement of operations. In the case of an acquired or merged entity, we will record valuation allowance on a deferred tax asset through purchase accounting procedures as an adjustment to goodwill at the acquisition date, if it is more likely than not that all or a portion of the acquired deferred tax assets will not be realized in the future. Any subsequent change to a valuation allowance established during purchase accounting within the measurement period of the acquisition (not to exceed twelve months) will also be recorded as an adjustment to goodwill, provided that such change relates to new information about the facts and circumstances that existed on the acquisition date. |
Summary_Of_Significant_Account1
Summary Of Significant Accounting Policies (Policies) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||
Basis Of Presentation And Principles Of Consolidation | ' | |||||||||||||||
The unaudited condensed consolidated financial statements of Volcano Corporation (“we,” “us,” “our,” “Volcano” or the “Company”) contained in this quarterly report on Form 10-Q include our financial statements and the financial statements of our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||||||
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC. Pursuant to these rules and regulations, the Company has condensed or omitted certain information and footnote disclosures it normally includes in its annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the U.S., or GAAP. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our annual report on Form 10-K for the year ended December 31, 2013. | ||||||||||||||||
Our Company | ' | |||||||||||||||
The results of operations for the nine months ended September 30, 2014 are not necessarily indicative of the operating results for the full fiscal year or any future periods. | ||||||||||||||||
Reclassification | ' | |||||||||||||||
Reclassification | ||||||||||||||||
Certain reclassifications have been made to the prior period condensed consolidated financial statements to conform to the current year presentation. | ||||||||||||||||
Net Income (Loss) Per Share | ' | |||||||||||||||
Net Loss Per Share | ||||||||||||||||
Basic net loss per share is computed by dividing consolidated net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing consolidated net loss by the weighted-average number of common shares outstanding and dilutive common stock equivalent shares outstanding during the period. Our potentially dilutive shares include outstanding common stock options, unvested restricted stock units, including those with performance or market conditions, and incremental shares issuable upon the conversion of the Convertible Senior Notes or upon exercise of the warrants relating to the Convertible Senior Notes. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share or increase net income per share as discussed in the following paragraph. For the three months ended September 30, 2014 and 2013, 176,000 and 730,000 in the money option and award shares were dilutive for the period and potentially dilutive shares totaling 49.0 million and 21.5 million have not been included in the computation of diluted net income per share, as the result would be anti-dilutive. For the nine months ended September 30, 2014 and 2013, 571,000 and 872,000 in the money option and award shares were dilutive for the period and potentially dilutive shares totaling 31.7 million and 20.8 million have not been included in the computation of diluted net loss per share, as the result would be anti-dilutive. | ||||||||||||||||
Diluted net loss per common share does not include any incremental shares related to the Convertible Senior Notes for the three and nine months ended September 30, 2014 and 2013. Because the principal amount of the Convertible Senior Notes will be settled in cash upon conversion, only the conversion spread relating to the Convertible Senior Notes may be included in our calculation of diluted net loss per common share. As such, the Convertible Senior Notes have no impact on diluted net income (loss) per common share until the price of our common stock exceeds the conversion price (initially $29.64 for the 2.875% Convertible Senior Notes due 2015, or the 2015 Notes, and $32.83 for the 1.75% Convertible Senior Notes due 2017, or the 2017 Notes, or collectively, the Notes, subject to adjustments) of the Notes. In addition, the diluted net loss per common share does not include any incremental shares related to the exercise of the warrants related to the Notes for the three and nine months ended September 30, 2014 and 2013. The warrants will not have an impact on diluted net income (loss) per common share until the price of our common stock exceeds the strike price of the warrants (initially $34.875 for the warrants issued in connection with the 2015 Notes offering and $37.59 for the warrants issued in connection with the 2017 Notes offering, subject to adjustments). When the market price of our stock exceeds the strike price, as applicable, we will include, in the diluted net income (loss) per common share calculation, the effect of the additional shares that may be issued upon exercise of the warrants using the treasury stock method to the extent the effect is not anti-dilutive. | ||||||||||||||||
The call options to purchase our common stock, which we purchased to hedge against potential dilution upon conversion of the Notes, are not considered for purposes of calculating the total dilutive weighted average shares outstanding, as their effect would be anti-dilutive. Upon exercise, the call options will mitigate the dilutive effect of the Notes. | ||||||||||||||||
On December 2, 2013, our board of directors authorized a $200 million share repurchase program. Pursuant to this approval, we entered into a $100 million accelerated share repurchase, or ASR, program with a counterparty, and received a total of 4,705,683 shares of our common stock (see Note 5 "Stockholders' Equity"), of which 3,557,137 shares of our common stock were delivered in December 2013 and 1,148,546 shares of our common stock were delivered in March 2014. The weighted average number of the shares received was removed from the denominator of the basic and diluted net loss per share calculation at the share delivery date. | ||||||||||||||||
The basic and diluted net loss per common share calculations for the three and nine months ended September 30, 2014 and 2013 are as follows (in thousands, except per share data): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net loss | $ | (8,000 | ) | $ | (8,456 | ) | $ | (18,622 | ) | $ | (14,005 | ) | ||||
Weighted average common shares outstanding for basic | 51,529 | 54,652 | 51,596 | 54,466 | ||||||||||||
Weighted average common shares outstanding for diluted | 51,529 | 54,652 | 51,596 | 54,466 | ||||||||||||
Net loss per share: | ||||||||||||||||
Basic | $ | (0.16 | ) | $ | (0.15 | ) | $ | (0.36 | ) | $ | (0.26 | ) | ||||
Diluted | $ | (0.16 | ) | $ | (0.15 | ) | $ | (0.36 | ) | $ | (0.26 | ) | ||||
Recent Accounting Pronouncements | ' | |||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||
In April 2014, the FASB issued Accounting Standards Update, or ASU, 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The updated guidance is effective for us beginning in fiscal year 2015. The Company is currently evaluating the new standard to determine the effect, if any, on our consolidated financial statements. | ||||||||||||||||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 outlines a single comprehensive model for accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. ASU 2014-09 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The updated guidance is effective for us beginning in fiscal year 2017 and early application is not permitted. The Company is currently evaluating the new standard to determine the effect, if any, on our consolidated financial statements. |
Summary_Of_Significant_Account2
Summary Of Significant Accounting Policies (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||
Schedule Of Basic And Diluted Net Income (Loss) Per Common Share Calculations | ' | |||||||||||||||
The basic and diluted net loss per common share calculations for the three and nine months ended September 30, 2014 and 2013 are as follows (in thousands, except per share data): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net loss | $ | (8,000 | ) | $ | (8,456 | ) | $ | (18,622 | ) | $ | (14,005 | ) | ||||
Weighted average common shares outstanding for basic | 51,529 | 54,652 | 51,596 | 54,466 | ||||||||||||
Weighted average common shares outstanding for diluted | 51,529 | 54,652 | 51,596 | 54,466 | ||||||||||||
Net loss per share: | ||||||||||||||||
Basic | $ | (0.16 | ) | $ | (0.15 | ) | $ | (0.36 | ) | $ | (0.26 | ) | ||||
Diluted | $ | (0.16 | ) | $ | (0.15 | ) | $ | (0.36 | ) | $ | (0.26 | ) |
Acquisitions_and_AcquisitionRe1
Acquisitions and Acquisition-Related Items (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
AtheroMed Inc. [Member] | ' | |||||||||||||||
Business Acquisition [Line Items] | ' | |||||||||||||||
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | ' | |||||||||||||||
The following table sets forth the changes in the estimated fair value of the Company’s contingent liabilities measured on a recurring basis using significant unobservable inputs (Level 3) (in thousands): | ||||||||||||||||
30-Sep-14 | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
Fair value measurement at beginning of period / acquisition | $ | 43,145 | $ | 43,000 | ||||||||||||
Change in fair value measurement included in operating expenses | 1,783 | 1,928 | ||||||||||||||
Contingent consideration settled | (15,053 | ) | (15,053 | ) | ||||||||||||
Fair value measurement at end of period | 29,875 | 29,875 | ||||||||||||||
Crux Acquisition [Member] | ' | |||||||||||||||
Business Acquisition [Line Items] | ' | |||||||||||||||
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | ' | |||||||||||||||
The following table sets forth the changes in the estimated fair value of the Company’s contingent liabilities (net of working capital receivable adjustment) measured on a recurring basis using significant unobservable inputs (Level 3) (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Fair value measurement at beginning of period | $ | 24,290 | $ | 31,687 | $ | 33,638 | $ | 30,231 | ||||||||
Change in fair value measurement included in operating expenses | (421 | ) | 881 | (6,769 | ) | 2,337 | ||||||||||
Contingent consideration settled | — | — | (3,000 | ) | — | |||||||||||
Fair value measurement at end of period | 23,869 | 32,568 | 23,869 | 32,568 | ||||||||||||
Financial_Statement_Details_Ta
Financial Statement Details (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Financial Statement Details [Abstract] | ' | ||||||||||||||||
Available-For-Sale Investments | ' | ||||||||||||||||
At September 30, 2014 and December 31, 2013, available-for-sale investments are detailed as follows (in thousands): | |||||||||||||||||
At September 30, 2014 | |||||||||||||||||
Amortized | Gross Unrealized | Gross Unrealized | Estimated | ||||||||||||||
Cost | Gains | Losses | Fair Value | ||||||||||||||
Short-term: | |||||||||||||||||
Corporate debt securities | $ | 140,927 | $ | 29 | $ | 62 | $ | 140,894 | |||||||||
Short-term available-for-sale investments | $ | 140,927 | $ | 29 | $ | 62 | $ | 140,894 | |||||||||
Long-term: | |||||||||||||||||
Corporate debt securities | $ | 44,317 | $ | — | $ | 73 | $ | 44,244 | |||||||||
Long-term available for sale investments | $ | 44,317 | $ | — | $ | 73 | $ | 44,244 | |||||||||
At December 31, 2013 | |||||||||||||||||
Amortized | Gross Unrealized | Gross Unrealized | Estimated | ||||||||||||||
Cost | Gains | Losses | Fair Value | ||||||||||||||
Short-term: | |||||||||||||||||
Corporate debt securities | $ | 164,570 | $ | 72 | $ | 4 | $ | 164,638 | |||||||||
U.S. Treasury and agency debt securities | 66,153 | 2 | 18 | 66,137 | |||||||||||||
Short-term available-for-sale investments | $ | 230,723 | $ | 74 | $ | 22 | $ | 230,775 | |||||||||
Long-term: | |||||||||||||||||
Corporate debt securities | $ | 11,697 | $ | 30 | $ | — | $ | 11,727 | |||||||||
U.S. Treasury and agency debt securities | 23,008 | 15 | — | 23,023 | |||||||||||||
Long-term available for sale investments | $ | 34,705 | $ | 45 | $ | — | $ | 34,750 | |||||||||
Available-For-Sale Investments That Are In An Unrealized Loss Position | ' | ||||||||||||||||
Available-for-sale investments that are in an unrealized loss position at September 30, 2014 and December 31, 2013 are detailed as follows (in thousands): | |||||||||||||||||
At September 30, 2014 | |||||||||||||||||
Estimated | Gross Unrealized | ||||||||||||||||
Fair Value | Losses | ||||||||||||||||
Corporate debt securities | $ | 106,244 | $ | 135 | |||||||||||||
At December 31, 2013 | |||||||||||||||||
Estimated | Gross Unrealized | ||||||||||||||||
Fair Value | Losses | ||||||||||||||||
Corporate debt securities | $ | 21,226 | $ | 4 | |||||||||||||
U.S. Treasury and agency debt securities | 40,982 | 18 | |||||||||||||||
$ | 62,208 | $ | 22 | ||||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | ' | ||||||||||||||||
The following tables summarize the location and fair values of derivative instruments on our unaudited condensed consolidated balance sheets (in thousands) at September 30, 2014 and December 31, 2013. 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. | |||||||||||||||||
At September 30, 2014 | |||||||||||||||||
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 | $ | 3,685 | Other current liabilities | $ | 1 | |||||||||||
Foreign exchange forward contracts | Other long-term assets | 140 | Other long-term liabilities | — | |||||||||||||
Total Derivatives Designated as Hedging Instruments | 3,825 | 1 | |||||||||||||||
Derivatives Not Designated as Hedging Instruments | |||||||||||||||||
Foreign exchange forward contracts | Other current assets | 4,033 | Other current liabilities | 26 | |||||||||||||
Total Derivatives Not Designated as Hedging Instruments | 4,033 | 26 | |||||||||||||||
Total Derivatives | $ | 7,858 | $ | 27 | |||||||||||||
As of December 31, 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 | $ | 954 | Other current liabilities | $ | 251 | |||||||||||
Foreign exchange forward contracts | Other long-term assets | 81 | Other long-term liabilities | — | |||||||||||||
Total Derivatives Designated as Hedging Instruments | 1,035 | 251 | |||||||||||||||
Derivatives Not Designated as Hedging Instruments | |||||||||||||||||
Foreign exchange forward contracts | Other current assets | 1,953 | Other current liabilities | 1,164 | |||||||||||||
Total Derivatives Not Designated as Hedging Instruments | 1,953 | 1,164 | |||||||||||||||
Total Derivatives | $ | 2,988 | $ | 1,415 | |||||||||||||
Offsetting Assets and Liabilities | ' | ||||||||||||||||
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. | |||||||||||||||||
As of September 30, 2014 | |||||||||||||||||
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 | $ | 7,858 | $ | (27 | ) | — | $ | 7,831 | |||||||||
Derivative Liabilities | |||||||||||||||||
Foreign exchange forward contracts | (27 | ) | 27 | — | — | ||||||||||||
Total | $ | 7,831 | — | — | 7,831 | ||||||||||||
As of December 31, 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 | $ | 2,988 | $ | (1,415 | ) | — | $ | 1,573 | |||||||||
Derivative Liabilities | |||||||||||||||||
Foreign exchange forward contracts | (1,415 | ) | 1,415 | — | — | ||||||||||||
Total | $ | 1,573 | — | — | 1,573 | ||||||||||||
Derivative Instruments, Gain (Loss) | ' | ||||||||||||||||
The following table summarizes the effect of our foreign exchange forward contracts on our unaudited Condensed Consolidated Statements of Operations (in thousands). | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Derivatives Designated as Hedging Instruments | |||||||||||||||||
Gain (loss) recognized in other comprehensive income on foreign currency | $ | 4,243 | $ | (727 | ) | $ | 3,585 | $ | (719 | ) | |||||||
forward contracts (effective portion) | |||||||||||||||||
Gain (loss) reclassified from accumulated other comprehensive income | 16 | (44 | ) | 313 | (44 | ) | |||||||||||
into cost of revenue (effective portion) | |||||||||||||||||
Gain (loss) recognized in income (ineffective portion and amount excluded | (10 | ) | 43 | (50 | ) | 11 | |||||||||||
from effectiveness testing) | |||||||||||||||||
Derivatives Not Designated as Hedging Instruments | |||||||||||||||||
Gain (loss) recognized in exchange rate gain (loss), net | $ | 4,432 | $ | (996 | ) | $ | 3,490 | $ | 4,880 | ||||||||
Financial Assets And Liabilities Measured At Fair Value On A Recurring Basis | ' | ||||||||||||||||
Financial assets and liabilities measured at fair value on a recurring basis are summarized below at September 30, 2014 and December 31, 2013 (in thousands): | |||||||||||||||||
Fair Value Measurements at September 30, 2014 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Current: | |||||||||||||||||
Cash | $ | 19,141 | $ | 19,141 | $ | — | $ | — | |||||||||
Money market funds | 12,818 | 12,818 | — | — | |||||||||||||
Corporate debt securities | 140,894 | — | 140,894 | — | |||||||||||||
Foreign currency forward contracts | 7,718 | — | 7,718 | — | |||||||||||||
Non-current: | |||||||||||||||||
Corporate debt securities | 44,244 | — | 44,244 | — | |||||||||||||
Foreign currency forward contracts | 140 | — | 140 | — | |||||||||||||
Total assets measured at fair value | $ | 224,955 | $ | 31,959 | $ | 192,996 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Current: | |||||||||||||||||
Foreign currency forward contracts | $ | 27 | $ | — | $ | 27 | $ | — | |||||||||
Other liabilities, current portion | 95 | — | $ | — | 95 | ||||||||||||
Contingent consideration, current portion (1) | 365 | — | — | 365 | |||||||||||||
Non-current: | |||||||||||||||||
Other liabilities | 1,036 | — | — | 1,036 | |||||||||||||
Contingent consideration | 53,379 | — | — | 53,379 | |||||||||||||
Total liabilities measured at fair value | $ | 54,902 | $ | — | $ | 27 | $ | 54,875 | |||||||||
-1 | This amount is reflected net of the fair value of the working capital receivable in the amount of $1.3 million at September 30, 2014. | ||||||||||||||||
Fair Value Measurements at December 31, 2013 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Current: | |||||||||||||||||
Cash | $ | 98,436 | $ | 98,436 | $ | — | $ | — | |||||||||
Money market funds | 8,723 | 8,723 | — | — | |||||||||||||
Corporate debt securities | 164,638 | — | 164,638 | — | |||||||||||||
U.S. Treasury and agency debt securities | 66,137 | 66,137 | — | — | |||||||||||||
Foreign currency forward contracts | 2,907 | — | 2,907 | — | |||||||||||||
Non-current: | |||||||||||||||||
Corporate debt securities | 11,727 | — | 11,727 | — | |||||||||||||
U.S. Treasury and agency debt securities | 23,023 | 23,023 | — | — | |||||||||||||
Foreign currency forward contracts | 81 | — | 81 | — | |||||||||||||
Total assets measured at fair value | $ | 375,672 | $ | 196,319 | $ | 179,353 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Current: | |||||||||||||||||
Foreign currency forward contracts | $ | 1,415 | $ | — | $ | 1,415 | $ | — | |||||||||
Contingent consideration, current portion (1) | 3,750 | — | — | 3,750 | |||||||||||||
Non-current: | |||||||||||||||||
Other liabilities | 1,249 | — | — | 1,249 | |||||||||||||
Contingent consideration | 29,888 | — | — | 29,888 | |||||||||||||
Total liabilities measured at fair value | $ | 36,302 | $ | — | $ | 1,415 | $ | 34,887 | |||||||||
-1 | This amount is reflected net of the fair value of the working capital receivable in the amount of $1.2 million at December 31, 2013. | ||||||||||||||||
Inventories | ' | ||||||||||||||||
Inventories consist of the following (in thousands): | |||||||||||||||||
September 30, 2014 | 31-Dec-13 | ||||||||||||||||
Finished goods (1) | $ | 37,325 | $ | 27,237 | |||||||||||||
Work-in-process | 13,243 | 12,051 | |||||||||||||||
Raw materials | 25,774 | 21,682 | |||||||||||||||
$ | 76,342 | $ | 60,970 | ||||||||||||||
-1 | Finished goods inventory includes consigned inventory of $6.1 million and $5.6 million at September 30, 2014 and December 31, 2013, respectively. | ||||||||||||||||
Intangible Assets By Major Class | ' | ||||||||||||||||
Intangible assets consisted of the following (in thousands): | |||||||||||||||||
30-Sep-14 | |||||||||||||||||
Intangible assets subject to amortization | Cost | Accumulated | Net | Weighted- | |||||||||||||
Amortization | Average Life | ||||||||||||||||
(in years) (1) | |||||||||||||||||
Developed technology | $ | 121,807 | $ | 22,337 | $ | 99,470 | 12.3 | ||||||||||
Licenses | 7,366 | 7,125 | 241 | 9 | |||||||||||||
Customer relationships | 4,213 | 4,066 | 147 | 6.2 | |||||||||||||
Patents and trademarks | 14,594 | 3,297 | 11,297 | 13.9 | |||||||||||||
Covenant not to compete | 600 | 208 | 392 | 3 | |||||||||||||
148,580 | 37,033 | 111,547 | 12.1 | ||||||||||||||
Intangible assets not yet subject to amortization | |||||||||||||||||
In-process research and development | 13,260 | — | 13,260 | n/a | |||||||||||||
$ | 161,840 | $ | 37,033 | $ | 124,807 | ||||||||||||
December 31, 2013 | |||||||||||||||||
Intangible assets subject to amortization | Cost | Accumulated | Net | Weighted- | |||||||||||||
Amortization | Average Life | ||||||||||||||||
(in years) (1) | |||||||||||||||||
Developed technology | $ | 57,507 | $ | 16,393 | $ | 41,114 | 8.6 | ||||||||||
Licenses | 7,441 | 7,102 | 339 | 8.8 | |||||||||||||
Customer relationships | 4,441 | 4,312 | 129 | 6.1 | |||||||||||||
Patents and trademarks | 13,668 | 2,894 | 10,774 | 13.2 | |||||||||||||
Covenant not to compete | 300 | 108 | 192 | 3 | |||||||||||||
83,357 | 30,809 | 52,548 | 9.2 | ||||||||||||||
Intangible assets not yet subject to amortization | |||||||||||||||||
In-process research and development | 5,560 | — | 5,560 | n/a | |||||||||||||
$ | 88,917 | $ | 30,809 | $ | 58,108 | ||||||||||||
-1 | Weighted average life of intangible assets is presented excluding fully amortized assets. | ||||||||||||||||
Future Amortization Expense Of Intangible Assets | ' | ||||||||||||||||
At September 30, 2014, future amortization expense related to our intangible assets subject to amortization is expected to be as follows (in thousands): | |||||||||||||||||
2014 | 2,917 | ||||||||||||||||
2015 | 11,366 | ||||||||||||||||
2016 | 11,141 | ||||||||||||||||
2017 | 10,570 | ||||||||||||||||
2018 | 10,514 | ||||||||||||||||
Thereafter | 65,039 | ||||||||||||||||
$ | 111,547 | ||||||||||||||||
Carrying Values Of The Liability And Equity Components Of The 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, 2014 | December 31, 2013 | ||||||||||||||||
Debt: | |||||||||||||||||
2.875% Convertible Senior Notes due 2015: | |||||||||||||||||
Principal amount | $ | 25,000 | $ | 25,000 | |||||||||||||
Unamortized discount of liability component | (1,006 | ) | (1,818 | ) | |||||||||||||
Unamortized debt issuance costs | (112 | ) | (204 | ) | |||||||||||||
Carrying value of liability component | 23,882 | 22,978 | |||||||||||||||
1.75% Convertible Senior Notes due 2017: | |||||||||||||||||
Principal amount | 460,000 | 460,000 | |||||||||||||||
Unamortized discount of liability component | (60,440 | ) | (72,902 | ) | |||||||||||||
Unamortized debt issuance costs | (7,515 | ) | (9,064 | ) | |||||||||||||
Carrying value of liability component | 392,045 | 378,034 | |||||||||||||||
Equity—net carrying value | |||||||||||||||||
2.875% Convertible Senior Notes due 2015 | $ | 452 | $ | 452 | |||||||||||||
1.75% Convertible Senior Notes due 2017 | 89,415 | 89,415 | |||||||||||||||
Schedule of Fair Value Of Notes | ' | ||||||||||||||||
The fair values of the Notes, which are all Level 2 measurements, are summarized as follows (in thousands): | |||||||||||||||||
September 30, 2014 | December 31, 2013 | ||||||||||||||||
2.875% Convertible Senior Notes due 2015 | $ | 24,885 | $ | 25,950 | |||||||||||||
1.75% Convertible Senior Notes due 2017 | 399,349 | 456,320 | |||||||||||||||
Total | $ | 424,234 | $ | 482,270 | |||||||||||||
Schedule of Restructuring Reserve by Type of Cost | ' | ||||||||||||||||
A summary of the activities related to this initiative is presented below (in thousands): | |||||||||||||||||
Employee Termination Cost | |||||||||||||||||
Balance at 01/01/2013 | $ | — | |||||||||||||||
Restructuring charges during 2013 | 333 | ||||||||||||||||
Payments during 2013 | (333 | ) | |||||||||||||||
Balance at 12/31/2013 | $ | — | |||||||||||||||
Restructuring charges during nine months ended 9/30/2014 | 251 | ||||||||||||||||
Payments during nine months ended 09/30/2014 | (251 | ) | |||||||||||||||
Balance at 9/30/2014 | $ | — | |||||||||||||||
A summary of the restructuring charges related to this initiative is presented below (in thousands): | |||||||||||||||||
Employee Termination Benefits | Asset Impairments | Other Associated Costs | Total | ||||||||||||||
Balance at 01/01/2013 | $ | — | $ | — | $ | — | $ | — | |||||||||
Restructuring charges during 2013 | 2,867 | 11,402 | 4,772 | 19,041 | |||||||||||||
Payments/impairments during 2013 | (797 | ) | (11,402 | ) | — | (12,199 | ) | ||||||||||
Balance at 12/31/2013 | $ | 2,070 | $ | — | $ | 4,772 | $ | 6,842 | |||||||||
Restructuring charges during 2014 | $ | (210 | ) | 818 | (1,056 | ) | (448 | ) | |||||||||
Payments/impairments during 2014 | $ | (1,337 | ) | (818 | ) | (3,716 | ) | (5,871 | ) | ||||||||
Balance at 09/30/2014 | 523 | — | — | 523 | |||||||||||||
Restructuring and Related Costs | ' | ||||||||||||||||
The following provides a summary of the total costs associated with the plan by major type of cost (in thousands): | |||||||||||||||||
Type of Cost | Total Estimated Amount | ||||||||||||||||
Employee termination benefits | $ | 2,659 | |||||||||||||||
Asset impairments | 12,221 | ||||||||||||||||
Other associated costs | 3,713 | ||||||||||||||||
Total | $ | 18,593 | |||||||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||||||
Schedule of Assumptions Used | ' | |||||||||||||||
The assumptions used in the Monte Carlo simulation to value our PRSUs with market condition are presented below: | ||||||||||||||||
Three and nine months ended | ||||||||||||||||
30-Sep-14 | ||||||||||||||||
Risk-free interest rate | 0.30% | |||||||||||||||
Expected life / remaining measurement period (years) | 1.9 | |||||||||||||||
Estimated volatility | 30.90% | |||||||||||||||
Expected dividends | None | |||||||||||||||
Weighted-average grant date fair value | $24.90 | |||||||||||||||
Fair Value Of Stock Option On Grant Date Using Weighted-Average Assumptions | ' | |||||||||||||||
The fair value of each stock option is estimated on the date of grant using the Black-Scholes model utilizing the following weighted-average assumptions: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Risk-free interest rate | 1.60% | 1.30% | 1.60% | 0.80% | ||||||||||||
Expected life (years) | 4.6 | 4.6 | 4.6 | 4.2 | ||||||||||||
Estimated volatility | 34.80% | 41.90% | 35.70% | 39.30% | ||||||||||||
Expected dividends | None | None | None | None | ||||||||||||
Weighted-average grant date fair value | $4.76 | $7.34 | $5.61 | $7.44 | ||||||||||||
Fair Value Of Stock Option Under The Purchase Plan, Weighted-Average Assumptions | ' | |||||||||||||||
The fair value of each purchase option under the Purchase Plan is estimated at the beginning of each purchase period using the Black-Scholes model utilizing the following weighted-average assumptions: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Risk-free interest rate | 0.10% | 0.10% | 0.10% | 0.10% | ||||||||||||
Expected life (years) | 0.5 | 0.5 | 0.5 | 0.5 | ||||||||||||
Estimated volatility | 38.70% | 29.60% | 35.40% | 30.00% | ||||||||||||
Expected dividends | None | None | None | None | ||||||||||||
Fair value of purchase right | $4.67 | $5.53 | $5.03 | $5.21 | ||||||||||||
Table Of Stock-Based Compensation Expense | ' | |||||||||||||||
The following table sets forth stock-based compensation expense included in our unaudited condensed consolidated statements of operations (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Cost of revenues | $ | 144 | $ | 196 | $ | 465 | $ | 583 | ||||||||
Selling, general and administrative | 2,641 | 3,592 | 9,053 | 10,152 | ||||||||||||
Research and development | 420 | 462 | 1,203 | 1,363 | ||||||||||||
$ | 3,205 | $ | 4,250 | $ | 10,721 | $ | 12,098 | |||||||||
Segment_and_Geographic_Informa1
Segment and Geographic Information (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment And Geographic Information [Abstract] | ' | |||||||||||||||
Schedule Of Revenues By Segment And Product | ' | |||||||||||||||
The following table sets forth our revenues by segment and product (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Medical segment: | ||||||||||||||||
Consoles | $ | 9,508 | $ | 10,964 | $ | 28,243 | $ | 31,469 | ||||||||
Single-procedure disposables: | ||||||||||||||||
IVUS | 44,909 | 46,024 | 139,771 | 143,869 | ||||||||||||
FM | 31,504 | 27,869 | 92,421 | 83,345 | ||||||||||||
Other | 9,697 | 8,809 | 28,940 | 25,725 | ||||||||||||
Sub-total medical segment | 95,618 | 93,666 | 289,375 | 284,408 | ||||||||||||
Industrial segment | 1,839 | 2,143 | 5,215 | 5,976 | ||||||||||||
$ | 97,457 | $ | 95,809 | $ | 294,590 | $ | 290,384 | |||||||||
Schedule Of Revenues By Geography | ' | |||||||||||||||
The following table sets forth our revenues by geography expressed as dollar amounts (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues (1): | ||||||||||||||||
United States | $ | 49,647 | $ | 46,673 | $ | 145,947 | $ | 139,076 | ||||||||
Japan | 21,678 | 26,368 | 68,964 | 82,292 | ||||||||||||
Europe, the Middle East and Africa | 20,329 | 17,371 | 61,941 | 51,512 | ||||||||||||
Rest of world | 5,803 | 5,397 | 17,738 | 17,504 | ||||||||||||
$ | 97,457 | $ | 95,809 | 294,590 | $ | 290,384 | ||||||||||
-1 | Revenues are attributed to geographies based on the location of the customer, except for shipments to original equipment manufacturers, which are attributed to the country of origin of the equipment distributed. |
Summary_Of_Significant_Account3
Summary Of Significant Accounting Policies (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 4 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 02, 2013 | Sep. 30, 2010 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Accelerated Share Repurchase Program [Member] | Accelerated Share Repurchase Program [Member] | Accelerated Share Repurchase Program [Member] | Accelerated Share Repurchase Program [Member] | 2.875% Convertible Senior Notes Due 2015 [Member] | 1.75% Convertible Senior Notes Due 2017 [Member] | Options Held [Member] | Options Held [Member] | Warrant [Member] | Warrant [Member] | |||||
2.875% Convertible Senior Notes Due 2015 [Member] | 1.75% Convertible Senior Notes Due 2017 [Member] | 2.875% Convertible Senior Notes Due 2015 [Member] | 1.75% Convertible Senior Notes Due 2017 [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dilutive shares not included in the computation of diluted net income (loss) per share | 176,000 | 730,000 | 571,000 | 872,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potentially dilutive shares not included in the computation of diluted net income (loss) per share | 49,000,000 | 21,500,000 | 31,700,000 | 20,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial effective conversion price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $29.64 | $32.83 | ' | ' |
Convertible senior notes, interest rate | ' | ' | ' | ' | ' | ' | ' | ' | 2.88% | 1.75% | 2.88% | 1.75% | ' | ' |
Investment warrants exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $34.88 | $37.59 |
Stock repurchase program, authorized amount | ' | ' | ' | ' | ' | ' | ' | $200,000,000 | ' | ' | ' | ' | ' | ' |
Accelerated share repurchases, settlement (payment) or receipt | ' | ' | ' | ' | ' | ' | ' | $100,000,000 | ' | ' | ' | ' | ' | ' |
Common stock repurchase/retirement, shares | ' | ' | ' | ' | 1,148,546 | 3,557,137 | 4,705,683 | ' | ' | ' | ' | ' | ' | ' |
Summary_Of_Significant_Account4
Summary Of Significant Accounting Policies (Schedule Of Basic And Diluted Net Income (Loss) Per Common Share Calculations) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Accounting Policies [Abstract] | ' | ' | ' | ' |
Net loss | ($8,000) | ($8,456) | ($18,622) | ($14,005) |
Weighted average common shares outstanding for basic | 51,529 | 54,652 | 51,596 | 54,466 |
Weighted average common shares outstanding for diluted | 51,529 | 54,652 | 51,596 | 54,466 |
Net loss per share: | ' | ' | ' | ' |
Basic (in dollars per share) | ($0.16) | ($0.15) | ($0.36) | ($0.26) |
Diluted (in dollars per share) | ($0.16) | ($0.15) | ($0.36) | ($0.26) |
Acquisitions_and_AcquisitionRe2
Acquisitions and Acquisition-Related Items (AtheroMed Acquisition - Narrative) (Details) (USD $) | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Jun. 17, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Jun. 17, 2014 | Dec. 31, 2013 | Jun. 17, 2014 | Jun. 17, 2014 | Sep. 30, 2014 | Jun. 17, 2014 | Jun. 17, 2014 | Sep. 30, 2014 | Jun. 17, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
AtheroMed Inc. [Member] | AtheroMed Inc. [Member] | AtheroMed Inc. [Member] | AtheroMed Inc. [Member] | AtheroMed Inc. [Member] | AtheroMed Inc. [Member] | AtheroMed Inc. [Member] | AtheroMed Inc. [Member] | AtheroMed Inc. [Member] | AtheroMed Inc. [Member] | AtheroMed Inc. [Member] | AtheroMed Inc. [Member] | AtheroMed Inc. [Member] | AtheroMed Inc. [Member] | AtheroMed Inc. [Member] | ||||
Developed Technology Rights [Member] | In Process Research and Development [Member] | Appropriate and Timely Filing of 510(k) [Member] | Appropriate and Timely Filing of 510(k) [Member] | Various Sales Milestones [Member] | Various Sales Milestones [Member] | Various Sales Milestones [Member] | Various Sales Milestones [Member] | Various Sales Milestones [Member] | ||||||||||
Level 3 [Member] | Level 3 [Member] | Level 3 [Member] | Level 3 [Member] | |||||||||||||||
Minimum [Member] | Maximum [Member] | |||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid related to acquisitions, net of cash acquired | $114,791,000 | $15,000,000 | ' | $116,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash acquired from acquisition | ' | ' | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination, contingent consideration arrangements, amount of contingent consideration settled, liability | ' | ' | ' | ' | 15,053,000 | 15,053,000 | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' |
Contingent consideration, at fair value | ' | ' | ' | ' | 29,875,000 | 29,875,000 | 43,145,000 | ' | 43,000,000 | ' | ' | ' | 14,000,000 | ' | ' | 29,000,000 | ' | ' |
Business combination, contingent consideration arrangements, range of outcomes, estimated amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39,400,000 | ' | ' | ' | ' |
Fair value inputs, discount rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.00% | ' | ' | ' |
Business combination, contingent consideration arrangements, range of outcomes, value, low | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,800,000 | ' | ' | ' |
Business combination, contingent consideration arrangements, range of outcomes, value, high | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49,200,000 | ' | ' | ' |
Business combination, contingent consideration, fair value input, commercial sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 59,900,000 | 89,900,000 |
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | ' | ' | ' | ' | ' | ' | ' | ' | ' | 61,900,000 | 9,000,000 | ' | ' | ' | ' | ' | ' | ' |
Goodwill | $150,882,000 | ' | $55,087,000 | ' | ' | ' | ' | $95,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_and_AcquisitionRe3
Acquisitions and Acquisition-Related Items Acquisitions and Acquisition-Related Items (AtheroMed Acquisition - Contingent Consideration Rollforward) (Details) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
AtheroMed Inc. [Member] | AtheroMed Inc. [Member] | AtheroMed Inc. [Member] | AtheroMed Inc. [Member] | |||
Operating Expense [Member] | Operating Expense [Member] | |||||
Business Combination, Contingent Consideration, Liability [Roll Forward] | ' | ' | ' | ' | ' | ' |
Fair value measurement at beginning of period | ' | ' | $43,145 | $43,000 | ' | ' |
Change in fair value measurement included in operating expenses | -16,900 | 0 | ' | ' | 1,783 | 1,928 |
Contingent consideration settled | ' | ' | -15,053 | -15,053 | ' | ' |
Fair value measurement at end of period | ' | ' | $29,875 | $29,875 | ' | ' |
Acquisitions_and_AcquisitionRe4
Acquisitions and Acquisition-Related Items Acquisitions and Acquisition-Related Items (Pioneer Acquisition - Narrative) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Aug. 30, 2013 |
Pioneer Plus Re-entry Catheter [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' |
Total purchase price | ' | ' | $15,000,000 |
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | ' | ' | 12,700,000 |
Goodwill | $150,882,000 | $55,087,000 | $1,500,000 |
Acquisitions_and_AcquisitionRe5
Acquisitions and Acquisition-Related Items (Crux Acquisition - Narrative) (Details) (Crux Acquisition [Member], USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Appropriate and Timely Filing of 510(k) [Member] | Various Sales Milestones [Member] | Various Sales Milestones [Member] | Various Sales Milestones [Member] | Various Sales Milestones [Member] | |||||
Minimum [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination, contingent consideration arrangements, amount of contingent consideration settled, liability | $0 | $0 | $3,000,000 | $0 | $3,000,000 | ' | ' | ' | ' |
Fair value inputs, discount rate | ' | ' | ' | ' | ' | 14.00% | 10.00% | ' | ' |
Business combination, contingent consideration arrangements, range of outcomes, value, low | ' | ' | ' | ' | ' | ' | 23,400,000 | ' | ' |
Business combination, contingent consideration arrangements, range of outcomes, value, high | ' | ' | ' | ' | ' | ' | 64,300,000 | ' | ' |
Business combination, contingent consideration, fair value input, commercial sales | ' | ' | ' | ' | ' | ' | ' | $94,400,000 | $204,900,000 |
Acquisitions_and_AcquisitionRe6
Acquisitions and Acquisition-Related Items Acquisitions and Acquisition-Related Items (Crux Acquisition - Contingent Consideration Rollforward) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Business Combination, Contingent Consideration, Liability [Roll Forward] | ' | ' | ' | ' |
Change in fair value measurement included in operating expenses | ' | ' | ($16,900) | $0 |
Crux Acquisition [Member] | ' | ' | ' | ' |
Business Combination, Contingent Consideration, Liability [Roll Forward] | ' | ' | ' | ' |
Fair value measurement at beginning of period | 24,290 | 31,687 | 33,638 | 30,231 |
Change in fair value measurement included in operating expenses | ' | 881 | ' | 2,500 |
Contingent consideration settled | 0 | 0 | -3,000 | 0 |
Fair value measurement at end of period | 23,869 | 32,568 | 23,869 | 32,568 |
Crux Acquisition [Member] | Operating Expense [Member] | ' | ' | ' | ' |
Business Combination, Contingent Consideration, Liability [Roll Forward] | ' | ' | ' | ' |
Change in fair value measurement included in operating expenses | ($421) | $881 | ($6,769) | $2,337 |
Acquisitions_and_AcquisitionRe7
Acquisitions and Acquisition-Related Items (Sync-Rx Acquisition and Acquisition Related Items - Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Nov. 26, 2012 | Nov. 26, 2012 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Nov. 26, 2012 | Nov. 26, 2012 | Nov. 26, 2012 | Nov. 26, 2012 | |
Synch-Rx Acquisition [Member] | Synch-Rx Acquisition [Member] | AtherMed, Inc. and Sync-Rx Ltd. [Member] | AtherMed, Inc. and Sync-Rx Ltd. [Member] | AtheroMed, Inc. and Crux Biomedical, Inc. [Member] | AtheroMed, Inc. and Crux Biomedical, Inc. [Member] | Crux Acquisition [Member] | Crux Acquisition [Member] | Crux Acquisition [Member] | Crux Acquisition [Member] | Crux Acquisition [Member] | Crux Acquisition [Member] | Crux Acquisition [Member] | Crux and Sync-Rx Acquisition [Member] | Crux and Sync-Rx Acquisition [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | |||||
Government Grant to Develop Underlying Technology [Member] | Synch-Rx Acquisition [Member] | Synch-Rx Acquisition [Member] | Synch-Rx Acquisition [Member] | Synch-Rx Acquisition [Member] | |||||||||||||||||||
Government Grant to Develop Underlying Technology [Member] | Government Grant to Develop Underlying Technology [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other long-term debt | ' | ' | ' | ' | ' | $1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value inputs, discount rate | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination, estimated commercial sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 256,100,000 | ' | 298,300,000 | ' |
Business acqusition, development grant, liability, repayment period (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | '16 years |
Contingent consideration, at fair value | ' | ' | ' | ' | ' | 1,900,000 | ' | ' | ' | ' | 32,568,000 | 32,568,000 | 23,869,000 | 24,290,000 | 33,638,000 | 31,687,000 | 30,231,000 | ' | ' | ' | ' | ' | ' |
Business combination, pro forma information, earnings or (loss) of acquiree since acquisition date, actual | -1,600,000 | ' | 3,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition-related items | 1,596,000 | 1,253,000 | -3,809,000 | 3,742,000 | ' | ' | 244,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 358,000 | 810,000 | ' | ' | ' | ' |
Business combination, contingent consideration arrangements, change in amount of contingent consideration, liability | ' | ' | ($16,900,000) | $0 | ' | ' | ' | ' | $1,400,000 | ($4,800,000) | $881,000 | $2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial_Statement_Details_Na
Financial Statement Details (Narrative) (Details) (USD $) | 9 Months Ended | 15 Months Ended | 1 Months Ended | 9 Months Ended | |||||||||||
Share data in Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2010 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
Restructuring Plan, 2013, Strategic Reorganization Initiative [Member] | Employee Severance [Member] | Employee Severance [Member] | 1.75% Convertible Senior Notes Due 2017 [Member] | 2.875% Convertible Senior Notes Due 2015 [Member] | 2.875% Convertible Senior Notes Due 2015 [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Foreign Exchange Forward [Member] | Warrant [Member] | Warrant [Member] | Call Options [Member] | Call Options [Member] | ||
Restructuring Plan, 2013, Disposables Manufacturing Transition to Costa Rica Initiative [Member] | Restructuring Plan, 2013, Strategic Reorganization Initiative [Member] | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | 1.75% Convertible Senior Notes Due 2017 [Member] | 2.875% Convertible Senior Notes Due 2015 [Member] | 1.75% Convertible Senior Notes Due 2017 [Member] | 2.875% Convertible Senior Notes Due 2015 [Member] | ||||||||
Derivatives, Fair Value [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity period for investments, months | '22 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount of foreign currency forward contracts | ' | ' | ' | ' | ' | ' | ' | $120,400,000 | $97,300,000 | $56,400,000 | $40,300,000 | ' | ' | ' | ' |
Accumulated other comprehensive income (loss), cumulative changes in net gain (loss) from cash flow hedges, effect net of tax | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Right to purchase common stock, number of shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,000 | 850 | 14,000 | 850 |
Purchase price of common stock (in dollars per derivative) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32.8286 | 29.64 |
Investment warrants exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $37.59 | $34.88 | ' | ' |
Expected restructuring costs | ' | 18,593,000 | 2,800,000 | 2,659,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring and related cost, expected cost, cash outlay | ' | 6,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount | ' | ' | ' | ' | 460,000,000 | 115,000,000 | 115,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible senior notes, interest rate | ' | ' | ' | ' | 1.75% | ' | 2.88% | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of long-term debt | ' | ' | ' | ' | ' | $90,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial_Statement_Details_Av
Financial Statement Details (Available-For-Sale Investments) (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale securities, Gross Unrealized Losses | ' | $22 |
Available-for-sale Securities, Fair Value Disclosure | ' | 62,208 |
Corporate Debt Securities [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale securities, Gross Unrealized Losses | 135 | 4 |
Available-for-sale Securities, Fair Value Disclosure | 106,244 | 21,226 |
U.S. Treasury and Agency Debt Securities [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale securities, Gross Unrealized Losses | ' | 18 |
Available-for-sale Securities, Fair Value Disclosure | ' | 40,982 |
Short-term [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale securities, Amortized Cost | 140,927 | 230,723 |
Available-for-sale securities, Gross Unrealized Gains | 29 | 74 |
Available-for-sale securities, Gross Unrealized Losses | 62 | 22 |
Available-for-sale Securities, Fair Value Disclosure | 140,894 | 230,775 |
Short-term [Member] | Corporate Debt Securities [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale securities, Amortized Cost | 140,927 | 164,570 |
Available-for-sale securities, Gross Unrealized Gains | 29 | 72 |
Available-for-sale securities, Gross Unrealized Losses | 62 | 4 |
Available-for-sale Securities, Fair Value Disclosure | 140,894 | 164,638 |
Short-term [Member] | U.S. Treasury and Agency Debt Securities [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale securities, Amortized Cost | ' | 66,153 |
Available-for-sale securities, Gross Unrealized Gains | ' | 2 |
Available-for-sale securities, Gross Unrealized Losses | ' | 18 |
Available-for-sale Securities, Fair Value Disclosure | ' | 66,137 |
Long-term [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale securities, Amortized Cost | 44,317 | 34,705 |
Available-for-sale securities, Gross Unrealized Gains | 0 | 45 |
Available-for-sale securities, Gross Unrealized Losses | 73 | 0 |
Available-for-sale Securities, Fair Value Disclosure | 44,244 | 34,750 |
Long-term [Member] | Corporate Debt Securities [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale securities, Amortized Cost | 44,317 | 11,697 |
Available-for-sale securities, Gross Unrealized Gains | 0 | 30 |
Available-for-sale securities, Gross Unrealized Losses | 73 | 0 |
Available-for-sale Securities, Fair Value Disclosure | 44,244 | 11,727 |
Long-term [Member] | U.S. Treasury and Agency Debt Securities [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale securities, Amortized Cost | ' | 23,008 |
Available-for-sale securities, Gross Unrealized Gains | ' | 15 |
Available-for-sale securities, Gross Unrealized Losses | ' | 0 |
Available-for-sale Securities, Fair Value Disclosure | ' | $23,023 |
Financial_Statement_Details_Av1
Financial Statement Details (Available-For-Sale Investments That Are In An Unrealized Loss Position) (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale securities, Estimated Fair Value | ' | $62,208 |
Available-for-sale Securities, Gross Unrealized Losses | ' | 22 |
Corporate Debt Securities [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale securities, Estimated Fair Value | 106,244 | 21,226 |
Available-for-sale Securities, Gross Unrealized Losses | 135 | 4 |
U.S. Treasury and Agency Debt Securities [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale securities, Estimated Fair Value | ' | 40,982 |
Available-for-sale Securities, Gross Unrealized Losses | ' | $18 |
Financial_Statement_Details_Fo
Financial Statement Details (Foreign Currency Forward Contract) (Details) (Foreign Exchange Forward [Member], USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative asset, fair value, gross asset | $7,858 | $2,988 |
Derivative liability, fair value, gross liability | 27 | 1,415 |
Designated as Hedging Instrument [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative asset, fair value, gross asset | 3,825 | 1,035 |
Derivative liability, fair value, gross liability | 1 | 251 |
Not Designated as Hedging Instrument [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative asset, fair value, gross asset | 4,033 | 1,953 |
Derivative liability, fair value, gross liability | 26 | 1,164 |
Other Current Assets [Member] | Designated as Hedging Instrument [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative asset, fair value, gross asset | 3,685 | 954 |
Other Current Assets [Member] | Not Designated as Hedging Instrument [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative asset, fair value, gross asset | 4,033 | 1,953 |
Other Current Liabilities [Member] | Designated as Hedging Instrument [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative liability, fair value, gross liability | 1 | 251 |
Other Current Liabilities [Member] | Not Designated as Hedging Instrument [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative liability, fair value, gross liability | 26 | 1,164 |
Other Noncurrent Assets [Member] | Designated as Hedging Instrument [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative asset, fair value, gross asset | 140 | 81 |
Other Noncurrent Liabilities [Member] | Designated as Hedging Instrument [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative liability, fair value, gross liability | $0 | $0 |
Financial_Statement_Details_Of
Financial Statement Details (Offsetting Assets and Liabilities) (Details) (Foreign Exchange Forward [Member], USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Foreign Exchange Forward [Member] | ' | ' |
Offsetting Liabilities [Line Items] | ' | ' |
Gross Amount of Recognized Assets (Liabilities) | ($27) | ($1,415) |
Financial Instruments | 27 | 1,415 |
Cash Collateral (Received) or Pledged | 0 | 0 |
Net Amount | 0 | 0 |
Offsetting Assets [Line Items] | ' | ' |
Gross Amount of Recognized Assets (Liabilities) | 7,858 | 2,988 |
Financial Instruments | -27 | -1,415 |
Cash Collateral (Received) or Pledged | 0 | 0 |
Net Amount | 7,831 | 1,573 |
Gross Amount of Recognized Assets (Liabilities) | 7,831 | 1,573 |
Financial Instruments | 0 | 0 |
Cash Collateral (Received) or Pledged | 0 | 0 |
Net Amount | $7,831 | $1,573 |
Financial_Statement_Details_Ef
Financial Statement Details (Effect Of Foreign Exchange Forward Contracts On Consolidated Statements Of Income) (Details) (Foreign Exchange Forward [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Designated as Hedging Instrument [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Gain (loss) recognized in other comprehensive income on foreign currency forward contracts (effective portion) | $4,243 | ($727) | $3,585 | ($719) |
Gain (loss) reclassified from accumulated other comprehensive income into cost of revenue (effective portion) | 16 | -44 | 313 | -44 |
Gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing) | -10 | 43 | -50 | 11 |
Not Designated as Hedging Instrument [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Gain (loss) recognized in exchange rate gain (loss), net | $4,432 | ($996) | $3,490 | $4,880 |
Financial_Statement_Details_Fi
Financial Statement Details (Financial Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Available-for-sale Securities, Current | $140,894,000 | $230,775,000 | ||
Available-for-sale Securities, Noncurrent | 44,244,000 | 34,750,000 | ||
Total assets measured at fair value | 224,955,000 | 375,672,000 | ||
Total liabilities measured at fair value | 54,902,000 | 36,302,000 | ||
Fair value of working capital receivable | 1,300,000 | 1,200,000 | ||
Level 1 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Total assets measured at fair value | 31,959,000 | 196,319,000 | ||
Total liabilities measured at fair value | 0 | 0 | ||
Level 2 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Total assets measured at fair value | 192,996,000 | 179,353,000 | ||
Total liabilities measured at fair value | 27,000 | 1,415,000 | ||
Level 3 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Total assets measured at fair value | 0 | 0 | ||
Total liabilities measured at fair value | 54,875,000 | 34,887,000 | ||
Cash [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Cash and cash equivalents, Current | 19,141,000 | 98,436,000 | ||
Cash [Member] | Level 1 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Cash and cash equivalents, Current | 19,141,000 | 98,436,000 | ||
Cash [Member] | Level 2 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Cash and cash equivalents, Current | 0 | 0 | ||
Cash [Member] | Level 3 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Cash and cash equivalents, Current | 0 | 0 | ||
Money Market Funds [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Cash and cash equivalents, Current | 12,818,000 | 8,723,000 | ||
Money Market Funds [Member] | Level 1 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Cash and cash equivalents, Current | 12,818,000 | 8,723,000 | ||
Money Market Funds [Member] | Level 2 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Cash and cash equivalents, Current | 0 | 0 | ||
Money Market Funds [Member] | Level 3 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Cash and cash equivalents, Current | 0 | 0 | ||
Corporate Debt Securities [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Available-for-sale Securities, Current | 140,894,000 | 164,638,000 | ||
Available-for-sale Securities, Noncurrent | 44,244,000 | 11,727,000 | ||
Corporate Debt Securities [Member] | Level 1 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Available-for-sale Securities, Current | 0 | 0 | ||
Available-for-sale Securities, Noncurrent | 0 | 0 | ||
Corporate Debt Securities [Member] | Level 2 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Available-for-sale Securities, Current | 140,894,000 | 164,638,000 | ||
Available-for-sale Securities, Noncurrent | 44,244,000 | 11,727,000 | ||
Corporate Debt Securities [Member] | Level 3 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Available-for-sale Securities, Current | 0 | 0 | ||
Available-for-sale Securities, Noncurrent | 0 | 0 | ||
U.S. Treasury and Agency Debt Securities [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Available-for-sale Securities, Current | ' | 66,137,000 | ||
Available-for-sale Securities, Noncurrent | ' | 23,023,000 | ||
U.S. Treasury and Agency Debt Securities [Member] | Level 1 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Available-for-sale Securities, Current | ' | 66,137,000 | ||
Available-for-sale Securities, Noncurrent | ' | 23,023,000 | ||
U.S. Treasury and Agency Debt Securities [Member] | Level 2 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Available-for-sale Securities, Current | ' | 0 | ||
Available-for-sale Securities, Noncurrent | ' | 0 | ||
U.S. Treasury and Agency Debt Securities [Member] | Level 3 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Available-for-sale Securities, Current | ' | 0 | ||
Available-for-sale Securities, Noncurrent | ' | 0 | ||
Foreign Currency Forward Contracts [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Foreign currency forward contracts, current asset | 7,718,000 | 2,907,000 | ||
Foreign currency forward contracts, non-current asset | 140,000 | 81,000 | ||
Foreign currency forward contracts, current liability | 27,000 | 1,415,000 | ||
Foreign Currency Forward Contracts [Member] | Level 1 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Foreign currency forward contracts, current asset | 0 | 0 | ||
Foreign currency forward contracts, non-current asset | 0 | 0 | ||
Foreign currency forward contracts, current liability | 0 | 0 | ||
Foreign Currency Forward Contracts [Member] | Level 2 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Foreign currency forward contracts, current asset | 7,718,000 | 2,907,000 | ||
Foreign currency forward contracts, non-current asset | 140,000 | 81,000 | ||
Foreign currency forward contracts, current liability | 27,000 | 1,415,000 | ||
Foreign Currency Forward Contracts [Member] | Level 3 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Foreign currency forward contracts, current asset | 0 | 0 | ||
Foreign currency forward contracts, non-current asset | 0 | 0 | ||
Foreign currency forward contracts, current liability | 0 | 0 | ||
Other Current Liabilities [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Other liabilities | 95,000 | ' | ||
Other Current Liabilities [Member] | Level 1 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Other liabilities | 0 | ' | ||
Other Current Liabilities [Member] | Level 2 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Other liabilities | 0 | ' | ||
Other Current Liabilities [Member] | Level 3 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Other liabilities | 95,000 | ' | ||
Commitments [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Contingent consideration, current portion | 365,000 | [1] | 3,750,000 | [2] |
Contingent consideration, non-current portion | 53,379,000 | 29,888,000 | ||
Commitments [Member] | Level 1 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Contingent consideration, current portion | 0 | [1] | 0 | [2] |
Contingent consideration, non-current portion | 0 | 0 | ||
Commitments [Member] | Level 2 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Contingent consideration, current portion | 0 | [1] | 0 | [2] |
Contingent consideration, non-current portion | 0 | 0 | ||
Commitments [Member] | Level 3 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Contingent consideration, current portion | 365,000 | [1] | 3,750,000 | [2] |
Contingent consideration, non-current portion | 53,379,000 | 29,888,000 | ||
Other Noncurrent Liabilities [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Other liabilities | 1,036,000 | 1,249,000 | ||
Other Noncurrent Liabilities [Member] | Level 1 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Other liabilities | 0 | 0 | ||
Other Noncurrent Liabilities [Member] | Level 2 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Other liabilities | 0 | 0 | ||
Other Noncurrent Liabilities [Member] | Level 3 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Other liabilities | $1,036,000 | $1,249,000 | ||
[1] | This amount is reflected net of the fair value of the working capital receivable in the amount of $1.3 million at September 30, 2014. | |||
[2] | This amount is reflected net of the fair value of the working capital receivable in the amount of $1.2 million at December 31, 2013. |
Financial_Statement_Details_In
Financial Statement Details (Inventories) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | ||
Financial Statement Details [Abstract] | ' | ' | ||
Finished goods | $37,325,000 | [1] | $27,237,000 | [1] |
Work-in-process | 13,243,000 | 12,051,000 | ||
Raw materials | 25,774,000 | 21,682,000 | ||
Inventories | 76,342,000 | 60,970,000 | ||
Consigned inventory | $6,100,000 | $5,600,000 | ||
[1] | Finished goods inventory includes consigned inventory of $6.1 million and $5.6 million at September 30, 2014 and December 31, 2013, respectively. |
Financial_Statement_Details_In1
Financial Statement Details (Intangible Assets By Major Class) (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Cost | $161,840 | $88,917 | ||
Accumulated Amortization | 37,033 | 30,809 | ||
Net | 124,807 | 58,108 | ||
Developed Technology [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Cost | 121,807 | 57,507 | ||
Accumulated Amortization | 22,337 | 16,393 | ||
Net | 99,470 | 41,114 | ||
Weighted average useful lives of intangible assets (in years) | '12 years 3 months 18 days | [1] | '8 years 7 months 6 days | [1] |
Licenses [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Cost | 7,366 | 7,441 | ||
Accumulated Amortization | 7,125 | 7,102 | ||
Net | 241 | 339 | ||
Weighted average useful lives of intangible assets (in years) | '9 years | [1] | '8 years 9 months 18 days | [1] |
Customer Relationships [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Cost | 4,213 | 4,441 | ||
Accumulated Amortization | 4,066 | 4,312 | ||
Net | 147 | 129 | ||
Weighted average useful lives of intangible assets (in years) | '6 years 2 months 12 days | [1] | '6 years 1 month 6 days | [1] |
Patents and Trademarks [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Cost | 14,594 | 13,668 | ||
Accumulated Amortization | 3,297 | 2,894 | ||
Net | 11,297 | 10,774 | ||
Weighted average useful lives of intangible assets (in years) | '13 years 10 months 24 days | [1] | '13 years 2 months 12 days | [1] |
Covenant Not to Compete [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Cost | 600 | 300 | ||
Accumulated Amortization | 208 | 108 | ||
Net | 392 | 192 | ||
Weighted average useful lives of intangible assets (in years) | '3 years | [1] | '3 years | [1] |
Intangible Assets Subject to Amortization [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Cost | 148,580 | 83,357 | ||
Accumulated Amortization | 37,033 | 30,809 | ||
Net | 111,547 | 52,548 | ||
Weighted average useful lives of intangible assets (in years) | '12 years 1 month 6 days | [1] | '9 years 2 months 12 days | [1] |
In Process Research and Development [Member] | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Cost | 13,260 | 5,560 | ||
Accumulated Amortization | 0 | 0 | ||
Net | $13,260 | $5,560 | ||
[1] | Weighted average life of intangible assets is presented excluding fully amortized assets. |
Financial_Statement_Details_Fu
Financial Statement Details (Future Amortization Expense Of Intangible Assets) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Net | $124,807 | $58,108 |
Intangible Assets Subject to Amortization [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
2014 | 2,917 | ' |
2015 | 11,366 | ' |
2016 | 11,141 | ' |
2017 | 10,570 | ' |
2018 | 10,514 | ' |
Thereafter | 65,039 | ' |
Net | $111,547 | $52,548 |
Financial_Statement_Details_Re
Financial Statement Details (Restructuring Rollforward) (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Restructuring Plan, 2013, Strategic Reorganization Initiative [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Restructuring reserve, beginning balance | $6,842 | $0 |
Restructuring charges | -448 | 19,041 |
Payments/impairments for restructuring | -5,871 | -12,199 |
Restructuring reserve, ending balance | 523 | 6,842 |
Employee Termination Benefits [Member] | Restructuring Plan, 2013, Disposables Manufacturing Transition to Costa Rica Initiative [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Restructuring reserve, beginning balance | 0 | 0 |
Restructuring charges | 251 | 333 |
Payments/impairments for restructuring | -251 | -333 |
Restructuring reserve, ending balance | 0 | 0 |
Employee Termination Benefits [Member] | Restructuring Plan, 2013, Strategic Reorganization Initiative [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Restructuring reserve, beginning balance | 2,070 | 0 |
Restructuring charges | -210 | 2,867 |
Payments/impairments for restructuring | -1,337 | -797 |
Restructuring reserve, ending balance | 523 | 2,070 |
Asset Impairments [Member] | Restructuring Plan, 2013, Strategic Reorganization Initiative [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Restructuring reserve, beginning balance | 0 | 0 |
Restructuring charges | 818 | 11,402 |
Payments/impairments for restructuring | -818 | -11,402 |
Restructuring reserve, ending balance | 0 | 0 |
Other Associated Costs [Member] | Restructuring Plan, 2013, Strategic Reorganization Initiative [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Restructuring reserve, beginning balance | 4,772 | 0 |
Restructuring charges | -1,056 | 4,772 |
Payments/impairments for restructuring | -3,716 | 0 |
Restructuring reserve, ending balance | $0 | $4,772 |
Financial_Statement_Details_To
Financial Statement Details (Total Estimated Restructuring) (Details) (Restructuring Plan, 2013, Strategic Reorganization Initiative [Member], USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Restructuring Cost and Reserve [Line Items] | ' |
Total expected restructuring costs | $18,593 |
Employee Severance [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Total expected restructuring costs | 2,659 |
Asset Impairments [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Total expected restructuring costs | 12,221 |
Other Associated Costs [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Total expected restructuring costs | $3,713 |
Financial_Statement_Details_Ca
Financial Statement Details (Carrying Values Of The Liability And Equity Components Of The Notes) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
2.875% Convertible Senior Notes Due 2015 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Principal amount | $25,000 | $25,000 |
Unamortized discount of liability component | -1,006 | -1,818 |
Unamortized debt issuance costs | -112 | -204 |
Carrying value of liability component | 23,882 | 22,978 |
Equity - net carrying value | 452 | 452 |
1.75% Convertible Senior Notes Due 2017 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Principal amount | 460,000 | 460,000 |
Unamortized discount of liability component | -60,440 | -72,902 |
Unamortized debt issuance costs | -7,515 | -9,064 |
Carrying value of liability component | 392,045 | 378,034 |
Equity - net carrying value | $89,415 | $89,415 |
Financial_Statement_Details_Li
Financial Statement Details (Liability and Equity Component Of Notes Measured At Fair Value) (Details) (Level 2 [Member], USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Convertible senior notes | $424,234 | $482,270 |
2.875% Convertible Senior Notes Due 2015 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Convertible senior notes | 24,885 | 25,950 |
1.75% Convertible Senior Notes Due 2017 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Convertible senior notes | $399,349 | $456,320 |
Commitments_and_Contingencies_
Commitments and Contingencies (Narrative) (Details) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | ||
Apr. 07, 2011 | Nov. 30, 2012 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
USD ($) | EUR (€) | USD ($) | Cost Method Investment, Preferred Shares [Member] | Minimum [Member] | Maximum [Member] | |
USD ($) | ||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' |
Loss contingency, damages awarded, value | $600,000 | ' | ' | ' | ' | ' |
Attorney's fees | 4,500,000 | ' | ' | ' | ' | ' |
Settlement payment obligation to third party | ' | ' | 5,400,000 | ' | ' | ' |
Alleged payment to influence outcome of clinical trial (in Euros) | ' | 5,000 | ' | ' | ' | ' |
Purchase commitments | ' | ' | 80,300,000 | ' | ' | ' |
Purchase commitments that require payments in 12 months | ' | ' | 76,100,000 | ' | ' | ' |
Commitments will require payments (in months) | ' | ' | '12 months | ' | ' | ' |
Purchase commitments that require payments in 3 months | ' | ' | 75,800,000 | ' | ' | ' |
Unrecorded unconditional purchase obligation | ' | ' | ' | $2,000,000 | ' | ' |
Contractual payments due (in years) | ' | ' | ' | ' | '1 year | '5 years |
Number of months needed replace sole source suppliers | ' | ' | ' | ' | '6 months | '24 months |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) (USD $) | 0 Months Ended | 9 Months Ended | 1 Months Ended | 4 Months Ended | |||||||
Jan. 02, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 02, 2013 | |
Amended Plan [Member] | Amended Plan [Member] | Purchase Plan [Member] | Performance Restricted Stock Units [Member] | Performance Restricted Stock Units [Member] | Performance Restricted Stock Units [Member] | Performance Restricted Stock Units [Member] | Accelerated Share Repurchase Program [Member] | Accelerated Share Repurchase Program [Member] | Accelerated Share Repurchase Program [Member] | Accelerated Share Repurchase Program [Member] | |
Certification of Achievement of Pre-determined Market Goal [Member] | December 31, 2016, Subject to Continued Service [Member] | Minimum [Member] | Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchase program, authorized amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $200,000,000 |
Accelerated share repurchases, settlement (payment) or receipt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000,000 |
Common stock repurchase/retirement, shares | ' | ' | ' | ' | ' | ' | ' | 1,148,546 | 3,557,137 | 4,705,683 | ' |
Common stock, shares authorized | ' | 21,572,558 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, number of additional shares authorized | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued in equity compensation plan | ' | 6,049,248 | 432,288 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, performance condition percentage of original shares granted | ' | ' | ' | ' | ' | 0.00% | 200.00% | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, market condition percentage of original shares grantedShare-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Market Condition Percentage of Original Shares Granted | ' | ' | ' | ' | ' | 0.00% | 200.00% | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | ' | ' | ' | 66.67% | 33.33% | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Assumption
Stockholders' Equity (Assumptions Used to Value the Performance Restricted Stock Units with a Market Condition) (Details) (Performance Restricted Stock Units [Member], USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Performance Restricted Stock Units [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Risk-free interest rate | 0.30% | 0.30% |
Expected life (years) | '1 year 10 months 24 days | '1 year 10 months 24 days |
Estimated volatility | 30.90% | 30.90% |
Weighted-average grant date fair value (in dollars per share) | $24.90 | $24.90 |
Stockholders_Equity_Fair_Value
Stockholders' Equity (Fair Value Of Stock Option On Grant Date Using Weighted-Average Assumptions) (Details) (Stock Option [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Stock Option [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Risk-free interest rate | 1.60% | 1.30% | 1.60% | 0.80% |
Expected life (years) | '4 years 7 months 6 days | '4 years 7 months 6 days | '4 years 7 months 6 days | '4 years 2 months 12 days |
Estimated volatility | 34.80% | 41.90% | 35.70% | 39.30% |
Weighted-average grant date fair value (in dollars per share) | $4.76 | $7.34 | $5.61 | $7.44 |
Stockholders_Equity_Fair_Value1
Stockholders' Equity (Fair Value Of Stock Option Under The Purchase Plan Weighted-Average Assumptions) (Details) (Purchase Option Under Purchase Plan [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Purchase Option Under Purchase Plan [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Risk-free interest rate | 0.10% | 0.10% | 0.10% | 0.10% |
Expected life (years) | '6 months | '6 months | '6 months | '6 months |
Estimated volatility | 38.70% | 29.60% | 35.40% | 30.00% |
Fair value of purchase right (in dollars per share) | $4.67 | $5.53 | $5.03 | $5.21 |
Stockholders_Equity_Table_Of_S
Stockholders' Equity (Table Of Stock-Based Compensation Expense) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Non-cash stock compensation expense | $3,205 | $4,250 | $10,721 | $12,098 |
Cost of revenues | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Non-cash stock compensation expense | 144 | 196 | 465 | 583 |
Selling, general and administrative | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Non-cash stock compensation expense | 2,641 | 3,592 | 9,053 | 10,152 |
Research and development | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Non-cash stock compensation expense | $420 | $462 | $1,203 | $1,363 |
Segment_and_Geographic_Informa2
Segment and Geographic Information (Narrative) (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
segment | ||
Segment Reporting Information [Line Items] | ' | ' |
Number of reportable segments | 2 | ' |
Goodwill | $150,882 | $55,087 |
United States [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Percentage of long-lived assets excluding financial assets | 49.00% | 50.00% |
Costa Rica [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Percentage of long-lived assets excluding financial assets | 38.00% | 38.00% |
Japan [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Percentage of long-lived assets excluding financial assets | 8.00% | 8.00% |
Rest Of World [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Percentage of long-lived assets excluding financial assets | 5.00% | 4.00% |
Segment_and_Geographic_Informa3
Segment and Geographic Information (Schedule Of Revenues By Segment And Product) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | $97,457 | $95,809 | $294,590 | $290,384 |
Medical segment | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | 95,618 | 93,666 | 289,375 | 284,408 |
Industrial segment | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | 1,839 | 2,143 | 5,215 | 5,976 |
Consoles [Member] | Medical segment | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | 9,508 | 10,964 | 28,243 | 31,469 |
IVUS [Member] | Medical segment | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | 44,909 | 46,024 | 139,771 | 143,869 |
FM [Member] | Medical segment | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | 31,504 | 27,869 | 92,421 | 83,345 |
Other [Member] | Medical segment | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | $9,697 | $8,809 | $28,940 | $25,725 |
Segment_and_Geographic_Informa4
Segment and Geographic Information (Schedule Of Revenues By Geography) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||
Revenues | $97,457 | $95,809 | $294,590 | $290,384 | ||
United States [Member] | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||
Revenues | 49,647 | [1] | 46,673 | [1] | 145,947 | 139,076 |
Japan [Member] | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||
Revenues | 21,678 | [1] | 26,368 | [1] | 68,964 | 82,292 |
Europe, The Middle East And Africa [Member] | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||
Revenues | 20,329 | [1] | 17,371 | [1] | 61,941 | 51,512 |
Rest Of World [Member] | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||
Revenues | $5,803 | [1] | $5,397 | [1] | $17,738 | $17,504 |
[1] | Revenues are attributed to geographies based on the location of the customer, except for shipments to original equipment manufacturers, which are attributed to the country of origin of the equipment distributed. |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Income tax benefit | ($3,971) | ($4,392) | ($8,266) | ($10,156) |
Effective income tax rate | ' | ' | 30.70% | 42.00% |
U.S. federal statutory income tax rate | ' | ' | 35.00% | ' |
Effective income tax rate, continuing operations excluding research and development tax credit | ' | ' | ' | 38.00% |
Employee service share-based compensation, tax expense from compensation benefit | $787 | ' | ' | ' |