Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 25, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Trading Symbol | 'htwr | ' |
Entity Registrant Name | 'HeartWare International, Inc. | ' |
Entity Central Index Key | '0001389072 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 17,003,784 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $146,595 | $162,880 |
Short-term investments | 36,104 | 37,596 |
Accounts receivable, net | 36,487 | 28,052 |
Inventories | 45,692 | 40,876 |
Prepaid expenses and other current assets | 7,780 | 11,205 |
Total current assets | 272,658 | 280,609 |
Property, plant and equipment, net | 19,843 | 18,562 |
Goodwill | 61,581 | 61,596 |
In-process research and development | 35,500 | 35,500 |
Other intangible assets, net | 16,010 | 15,975 |
Deferred financing costs, net | 1,764 | 1,964 |
Long-term investments and other assets | 14,855 | 15,621 |
Total assets | 422,211 | 429,827 |
Current liabilities: | ' | ' |
Accounts payable | 11,794 | 17,914 |
Other accrued liabilities | 35,348 | 35,276 |
Total current liabilities | 47,142 | 53,190 |
Convertible senior notes, net | 110,849 | 107,125 |
Contingent liabilities - See Note 4 | 56,440 | 67,000 |
Other long-term liabilities | 3,991 | 3,905 |
Commitments and contingencies - See Note 12 | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock - $.001 par value; 5,000 shares authorized; no shares issued and outstanding at June 30, 2014 and December 31, 2013 | 0 | 0 |
Common stock - $.001 par value; 25,000 shares authorized; 16,997 and 16,878 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively | 17 | 17 |
Additional paid-in capital | 552,673 | 535,817 |
Accumulated deficit | -340,433 | -329,353 |
Accumulated other comprehensive loss: | ' | ' |
Cumulative translation adjustments | -8,427 | -7,859 |
Unrealized loss on investments | -41 | -15 |
Total accumulated other comprehensive loss | -8,468 | -7,874 |
Total stockholders' equity | 203,789 | 198,607 |
Total liabilities and stockholders' equity | $422,211 | $429,827 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 25,000 | 25,000 |
Common stock, shares issued | 16,997 | 16,878 |
Common stock, shares outstanding | 16,997 | 16,878 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue, net | $70,131 | $50,836 | $136,603 | $100,075 |
Cost of revenue | 22,955 | 18,866 | 45,870 | 37,646 |
Gross profit | 47,176 | 31,970 | 90,733 | 62,429 |
Operating expenses: | ' | ' | ' | ' |
Selling, general and administrative | 20,948 | 17,217 | 45,180 | 33,704 |
Research and development | 26,913 | 24,188 | 59,504 | 46,330 |
Change in fair value of contingent consideration | -13,700 | ' | -10,560 | ' |
Total operating expenses | 34,161 | 41,405 | 94,124 | 80,034 |
Income (loss) from operations | 13,015 | -9,435 | -3,391 | -17,605 |
Other income (expense): | ' | ' | ' | ' |
Foreign exchange gain (loss) | 18 | -619 | 191 | -2,498 |
Interest expense | -3,251 | -3,030 | -6,447 | -6,005 |
Investment income, net | 199 | 68 | 406 | 109 |
Other, net | -1,264 | 82 | -1,264 | 106 |
Income (loss) before income taxes | 8,717 | -12,934 | -10,505 | -25,893 |
Provision for income taxes | 353 | ' | 575 | ' |
Net income (loss) | $8,364 | ($12,934) | ($11,080) | ($25,893) |
Net income (loss) per common share: | ' | ' | ' | ' |
Basic | $0.49 | ($0.79) | ($0.65) | ($1.66) |
Diluted | $0.48 | ($0.79) | ($0.65) | ($1.66) |
Weighted average shares outstanding: | ' | ' | ' | ' |
Basic | 16,989 | 16,370 | 16,962 | 15,619 |
Diluted | 17,305 | 16,370 | 16,962 | 15,619 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income Loss (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income (loss) | $8,364 | ($12,934) | ($11,080) | ($25,893) |
Other comprehensive income (loss) | ' | ' | ' | ' |
Foreign currency translation adjustments | -328 | 390 | -568 | 842 |
Unrealized loss on investments | -59 | -12 | -26 | -44 |
Comprehensive income (loss) | $7,977 | ($12,556) | ($11,674) | ($25,095) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (USD $) | Total | Common Shares [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
In Thousands, except Share data | |||||
Beginning balance at Dec. 31, 2013 | $198,607 | $17 | $535,817 | ($329,353) | ($7,874) |
Beginning balance, Shares at Dec. 31, 2013 | ' | 16,878,000 | ' | ' | ' |
Issuance of common stock in connection with an intellectual property agreement | 5,000 | ' | 5,000 | ' | ' |
Issuance of common stock in connection with an intellectual property agreement, Shares | ' | 50,000 | ' | ' | ' |
Issuance of common stock in connection with acquisition of CircuLite | 329 | ' | 329 | ' | ' |
Issuance of common stock in connection with acquisition of CircuLite, Shares | ' | 3,000 | ' | ' | ' |
Issuance of common stock pursuant to share-based awards | 613 | ' | 613 | ' | ' |
Issuance of common stock pursuant to share-based awards, Shares | ' | 66,000 | ' | ' | ' |
Share-based compensation | 10,914 | ' | 10,914 | ' | ' |
Net loss | -11,080 | ' | ' | -11,080 | ' |
Other comprehensive loss | -594 | ' | ' | ' | -594 |
Ending balance at Jun. 30, 2014 | $203,789 | $17 | $552,673 | ($340,433) | ($8,468) |
Ending balance, Shares at Jun. 30, 2014 | ' | 16,997,000 | ' | ' | ' |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (Parenthetical) (USD $) | Jun. 30, 2014 |
Common Shares, par value | $0.00 |
Common Shares [Member] | ' |
Common Shares, par value | $0.00 |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net loss | ($11,080) | ($25,893) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation of property, plant and equipment | 3,208 | 3,204 |
Amortization of intangible assets | 810 | 246 |
Impairment of fixed assets | 607 | 0 |
Share-based compensation expense | 10,914 | 9,377 |
Amortization of premium on investments | 326 | 254 |
Amortization of discount on convertible senior notes | 3,724 | 3,303 |
Amortization of deferred financing costs | 200 | 176 |
Change in fair value of contingent consideration | -10,560 | ' |
Other | 1,305 | 95 |
Change in operating assets and liabilities: | ' | ' |
Accounts receivable | -8,494 | -8,665 |
Inventories | -5,559 | 410 |
Prepaid expenses and other current assets | 2,912 | -1,157 |
Accounts payable | -6,102 | -1,165 |
Other accrued liabilities | 5,416 | -2,555 |
Other long-term liabilities | 86 | -40 |
Net cash used in operating activities | -12,287 | -22,410 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Purchases of investments | -13,485 | -17,965 |
Maturities of investments | 14,625 | 1,981 |
Additions to property, plant and equipment, net | -4,453 | -1,388 |
Additions to patents | -845 | -410 |
Net cash used in investing activities | -4,158 | -17,782 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Proceeds from issuance of common stock | ' | 149,126 |
Payment of common stock issuance costs | ' | -8,131 |
Proceeds from exercise of stock options | 613 | 1,704 |
Net cash provided by financing activities | 613 | 142,699 |
Effect of exchange rate changes on cash and cash equivalents | -453 | 1,596 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | -16,285 | 104,103 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 162,880 | 85,921 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | $146,595 | $190,024 |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Note 1. Basis of Presentation | |
The accompanying unaudited interim condensed consolidated financial statements for HeartWare International, Inc. (“we,” “our,” “us,” “HeartWare,” the “HeartWare Group” or the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting of interim financial information. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted. Accordingly, these statements do not include all the disclosures normally required by accounting principles generally accepted in the United States for annual financial statements and should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this report and the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. The accompanying condensed consolidated balance sheet as of December 31, 2013 has been derived from our audited financial statements. The unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2014 and cash flows for the six months ended June 30, 2014 are not necessarily indicative of the results to be expected for any future period or for the year ending December 31, 2014. | |
The preparation of our unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. | |
In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments (consisting of only normally recurring adjustments) necessary to present fairly the financial position and results of operations as of the dates and for the periods presented. | |
Recent Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The updated standard is a new comprehensive revenue recognition model that requires revenue to be recognized in a manner that depicts the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. The updated standard becomes effective for us in the first quarter of our fiscal year ending December 31, 2017. We have not yet selected a transition method and we are currently evaluating the effect that the ASU 2014-09 will have on our consolidated financial statements and related disclosures. | |
With the exception of the standard discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the six months ended June 30, 2014, as compared to the recent accounting pronouncements described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, that are of significance or potential significance to us. |
Liquidity
Liquidity | 6 Months Ended |
Jun. 30, 2014 | |
Text Block [Abstract] | ' |
Liquidity | ' |
Note 2. Liquidity | |
At June 30, 2014, we had approximately $183.9 million of cash, cash equivalents and investments. | |
Our cash, cash equivalents and investments are expected to be used primarily to fund our ongoing operations including expanding our sales and marketing capabilities on a global basis, research and development (including clinical trials) of new and existing products, components and accessories, regulatory and other compliance functions as well as for general working capital. We believe our cash, cash equivalents and investment balances are sufficient to support our planned operations for at least the next twelve months. | |
The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern. We have incurred substantial losses from operations since our inception through June 30, 2014, although for the quarter ended June 30, 2014 we recognized an operating profit as a result of a $13.7 million reduction in the fair value of contingent consideration (see Note 4). At June 30, 2014, we had an accumulated deficit of approximately $340.4 million. |
Balance_Sheet_Information
Balance Sheet Information | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||||||||||
Balance Sheet Information | ' | ||||||||||||||||
Note 3. Balance Sheet Information | |||||||||||||||||
Accounts Receivable | |||||||||||||||||
Accounts receivable consists of amounts due from the sale of our HeartWare® Ventricular Assist System (the “HVAD System”) to our customers, which include hospitals, health research institutions and medical device distributors. We grant credit to customers in the normal course of business, but generally do not require collateral or any other security to support credit sales. Our receivables are geographically dispersed, with a significant portion from customers located in Europe and other foreign countries. One customer had an accounts receivable balance greater than 10% of total accounts receivable representing approximately 14% and 15% of our total accounts receivable at June 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||
We maintain allowances for doubtful accounts for estimated losses that may result from an inability to collect payments owed to us for product sales. We regularly review the allowance by considering factors such as historical experience, the age of the accounts receivable balances and local economic conditions that may affect a customer’s ability to pay. Account balances are charged off against the allowance after appropriate collection efforts have been exhausted and we feel it is probable that the receivable will not be recovered. | |||||||||||||||||
The following table summarizes the change in our allowance for doubtful accounts for the six months ended June 30, 2014 and 2013: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Beginning balance | $ | 495 | $ | 750 | |||||||||||||
Charges (reversals) to expense | — | — | |||||||||||||||
Charge-offs | — | — | |||||||||||||||
Ending balance | $ | 495 | $ | 750 | |||||||||||||
As of June 30, 2014 and December 31, 2013, we did not have an allowance for returns. | |||||||||||||||||
Inventories | |||||||||||||||||
Components of inventories are as follows: | |||||||||||||||||
June 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Raw material | $ | 23,811 | $ | 21,761 | |||||||||||||
Work-in-process | 9,212 | 8,206 | |||||||||||||||
Finished goods | 12,669 | 10,909 | |||||||||||||||
$ | 45,692 | $ | 40,876 | ||||||||||||||
Finished goods inventories includes inventory held on consignment at customer sites of approximately $5.1 million and $4.6 million at June 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||
Property, Plant and Equipment, Net | |||||||||||||||||
Property, plant and equipment, net consists of the following: | |||||||||||||||||
Estimated | June 30, | December 31, | |||||||||||||||
Useful Lives | 2014 | 2013 | |||||||||||||||
(in thousands) | |||||||||||||||||
Machinery and equipment | 1.5 to 7 years | $ | 20,862 | $ | 19,790 | ||||||||||||
Leasehold improvements | 3 to 10 years | 8,564 | 7,131 | ||||||||||||||
Office equipment, furniture and fixtures | 5 to 7 years | 1,901 | 1,294 | ||||||||||||||
Purchased software | 1 to 7 years | 5,837 | 5,057 | ||||||||||||||
37,164 | 33,272 | ||||||||||||||||
Less: accumulated depreciation | (17,321 | ) | (14,710 | ) | |||||||||||||
$ | 19,843 | $ | 18,562 | ||||||||||||||
In the first quarter of 2014, we ceased activities at our facility in Teaneck, New Jersey and vacated the facility and recorded an impairment charge of $0.6 million related to certain office equipment and software at the facility upon their discontinued use. This amount is included in selling, general and administrative expenses on our condensed consolidated statements of operations. | |||||||||||||||||
Other Accrued Liabilities | |||||||||||||||||
Other accrued liabilities consist of the following: | |||||||||||||||||
June 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Accrued payroll and other employee costs | $ | 9,012 | $ | 10,840 | |||||||||||||
Accrued milestone payment | — | 5,000 | |||||||||||||||
Accrued material purchases | 5,655 | 4,325 | |||||||||||||||
Accrued warranty | 3,400 | 2,498 | |||||||||||||||
Accrued product recall costs | 3,018 | — | |||||||||||||||
Accrued professional fees | 1,388 | 2,428 | |||||||||||||||
Accrued research and development costs | 2,656 | 2,307 | |||||||||||||||
Accrued restructuring costs | 2,026 | 245 | |||||||||||||||
Accrued VAT | 1,708 | 1,329 | |||||||||||||||
Other accrued expenses | 6,485 | 6,304 | |||||||||||||||
$ | 35,348 | $ | 35,276 | ||||||||||||||
Accrued Payroll and Other Employee Costs | |||||||||||||||||
Accrued payroll and other employee costs included estimated year-end employee bonuses of approximately $4.1 million and $6.6 million at June 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||
Accrued Warranty | |||||||||||||||||
Certain patient accessories sold with the HVAD System are covered by a limited warranty ranging from one to two years. Estimated contractual warranty obligations are recorded as an expense when the related revenue is recognized and are included in cost of revenue on our condensed consolidated statements of operations. Factors that affect estimated warranty liability include the number of units sold, historical and anticipated rates of warranty claims, cost per claim, and vendor supported warranty programs. We periodically assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary. The amount of the liability recorded is equal to the estimated costs to repair or otherwise satisfy claims made by customers. | |||||||||||||||||
The following table summarizes changes in our warranty liability for the six months ended June 30, 2014 and 2013: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Beginning balance | $ | 2,498 | $ | 543 | |||||||||||||
Accrual for warranty expense | 1,790 | 500 | |||||||||||||||
Warranty costs incurred during the period | (888 | ) | (345 | ) | |||||||||||||
Ending balance | $ | 3,400 | $ | 698 | |||||||||||||
The warranty liability as of June 30, 2014 takes into account recent substantial increases in product sales which are covered by our limited warranty policy. | |||||||||||||||||
Accrued Product Recall Costs | |||||||||||||||||
In April 2014, we implemented an Urgent Medical Device Correction following an observed increase in complaints related to earlier-than-expected battery depletion and routine battery handling. This notification provided information to assist patients and clinicians to monitor battery performance, recognize abnormal behaviors and reinforce proper power management of the HVAD System. We increased our warranty liability in the first quarter of 2014 to account for an anticipated higher level of battery returns likely to be associated with increased battery performance awareness following implementation of the field safety corrective action. On July 30, 2014, we extended our field safety corrective action to include a voluntary recall of certain older batteries. The recall instructs sites to replace certain older batteries in the field upon patients’ routine visits in order to further mitigate the potential risks associated with premature battery depletion. | |||||||||||||||||
The costs to repair or replace products associated with product recalls and voluntary service campaigns are recorded when they are determined to be probable and reasonably estimable as a cost of revenue and are not included in product warranty liability. During the quarter ended June 30, 2014, we recorded a $1.7 million charge for estimated costs associated with the battery recall discussed above. | |||||||||||||||||
Accrued Restructuring Costs | |||||||||||||||||
The following table summarizes changes in our accrued restructuring costs during the six months ended June 30, 2014: | |||||||||||||||||
Facility Leases | Severance and | Contract | Total | ||||||||||||||
Related | Termination | ||||||||||||||||
(in thousands) | |||||||||||||||||
Beginning balance | $ | — | $ | 245 | $ | — | $ | 245 | |||||||||
Restructuring charges | 2,204 | 715 | 688 | 3,607 | |||||||||||||
Payments | (449 | ) | (615 | ) | (688 | ) | (1,752 | ) | |||||||||
Adjustments to estimated obligations | (57 | ) | (31 | ) | — | (88 | ) | ||||||||||
Change in fair value | 14 | — | — | 14 | |||||||||||||
Ending balance | $ | 1,712 | $ | 314 | $ | — | $ | 2,026 | |||||||||
The restructuring obligations reflected above resulted from the following actions: | |||||||||||||||||
Facility Closures | |||||||||||||||||
In the first quarter of 2014 we ceased the use of our facility in Teaneck, New Jersey, which was subject to an operating lease that runs through the end of 2020. In connection with this action, we recorded a $1.7 million liability equal to the estimated fair value of the remaining lease obligation as of the cease-use date (see Note 4). In the first quarter of 2014, we also relocated our corporate headquarters and ceased activities at our former headquarters in Framingham, Massachusetts. In connection with this action, we recorded a $0.5 million liability equal to the aggregate of the remaining payments on the lease for our former headquarters as of the cease-use date. Both of these items are included in selling, general and administrative expenses on our condensed consolidated statements of operations. | |||||||||||||||||
Severance Agreements | |||||||||||||||||
In the first six months of 2014, we incurred various costs related to the integration of CircuLite’s operations, including severance costs aggregating $0.6 million, the majority of which were recorded in the first quarter of 2014. We recorded $0.4 million in research and development expenses and the remaining $0.2 million in selling, general and administrative expenses on our condensed consolidated statements of operations. | |||||||||||||||||
Contract Termination | |||||||||||||||||
As a result of anticipated design modifications to the SYNERGY system and our decision to move manufacturing of the SYNERGY system to our Miami Lakes facility, we terminated a supply agreement with a vendor in Germany for the purchase of components necessary to produce the prior-to-modification version of the SYNERGY system. In connection with the termination of this supply agreement, we recorded a charge of $0.7 million in the first quarter of 2014, which is included in research and development expenses on our condensed consolidated statements of operations. |
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||||||
Note 4. Fair Value Measurements | |||||||||||||||||||||
FASB ASC 820 – Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to us as of the reporting dates. Accordingly, the estimates presented in the accompanying condensed consolidated financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. | |||||||||||||||||||||
FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). | |||||||||||||||||||||
The three levels of the fair value hierarchy are as follows: | |||||||||||||||||||||
Level 1 – Quoted prices for identical instruments in active markets. | |||||||||||||||||||||
Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. | |||||||||||||||||||||
Level 3 – Instruments with primarily unobservable value drivers. | |||||||||||||||||||||
We review the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels of certain securities within the fair value hierarchy. There were no transfers between Level 1, Level 2 and Level 3 during the six months ended June 30, 2014 or 2013. | |||||||||||||||||||||
The carrying amounts reported on our condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities approximate their fair value based on the short-term maturity of these instruments. Investments are considered available-for-sale as of June 30, 2014 and December 31, 2013 and are carried at fair value. | |||||||||||||||||||||
The following tables represents the fair value of our financial assets and financial liabilities measured at fair value on a recurring basis and which level was used in the fair value hierarchy at the respective dates. | |||||||||||||||||||||
Fair Value Measurements at the Reporting Date Using | |||||||||||||||||||||
Carrying | Fair | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Value | Value | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
As of June 30, 2014 | |||||||||||||||||||||
Assets | |||||||||||||||||||||
Short-term investments | $ | 36,104 | $ | 36,104 | $ | — | $ | 36,104 | $ | — | |||||||||||
Long-term investments | 1,225 | 1,225 | — | 1,225 | — | ||||||||||||||||
Liabilities | |||||||||||||||||||||
Convertible senior notes | 110,849 | (1) | 168,323 | — | 168,323 | — | |||||||||||||||
Contingent consideration | 56,440 | 56,440 | — | — | 56,440 | ||||||||||||||||
Royalties | 965 | 965 | — | — | 965 | ||||||||||||||||
Lease exit costs | 1,466 | 1,466 | — | — | 1,466 | ||||||||||||||||
Fair Value Measurements at the Reporting Date Using | |||||||||||||||||||||
Carrying | Fair | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Value | Value | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||
Assets | |||||||||||||||||||||
Short-term investments | $ | 37,596 | $ | 37,596 | $ | — | $ | 37,596 | $ | — | |||||||||||
Long-term investments | 1,225 | 1,225 | — | 1,225 | — | ||||||||||||||||
Liabilities | |||||||||||||||||||||
Convertible senior notes | 107,125 | (1) | 174,117 | — | 174,117 | — | |||||||||||||||
Contingent consideration | 67,000 | 67,000 | — | — | 67,000 | ||||||||||||||||
Royalties | 999 | 999 | — | — | 999 | ||||||||||||||||
-1 | The carrying amount of our convertible senior notes is net of unamortized discount. See Note 7 (Debt) for more information. | ||||||||||||||||||||
Our Level 2 financial assets and liabilities include available-for-sale investments and convertible senior notes. The fair value of our available-for-sale investments and convertible senior notes was determined using quoted prices (including trade data) for the instruments in markets that are not active. The fair value of our convertible senior notes is presented for disclosure purposes only. | |||||||||||||||||||||
Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable. Our Level 3 financial liabilities include the following: | |||||||||||||||||||||
• | Contingent consideration – The estimated fair value of the contingent consideration related to our acquisition of CircuLite in December 2013 requires significant management judgment or estimation and is calculated using the income approach, using various revenue assumptions and applying a probability to each outcome. The fair value of the contingent consideration is remeasured at the estimated fair value at each reporting period. Actual amounts paid may differ from the obligations recorded. | ||||||||||||||||||||
• | Royalties – Royalties represent future royalty payments to be made pursuant to agreements related to intellectual property licensed or acquired by World Heart Corporation, which we acquired in August 2012, to be paid over the next 3 to 17 years. Determination of fair value requires significant management judgment or estimation. The royalty payment obligations were valued using a discounted cash flow model, the future minimum royalty payment amounts and discount rates commensurate with our market risk and the terms of the obligations. | ||||||||||||||||||||
• | Lease exit costs – In the first quarter of 2014 we ceased the use of our facility in Teaneck, New Jersey, which was subject to an operating lease that runs through the end of 2020, and we recorded a liability equal to the estimated fair value of the remaining lease payments as of the cease-use date. The fair value was estimated based upon the discounted present value of the remaining lease payments, considering future estimated sublease income, estimated broker fees and required tenant improvements. This estimated fair value requires significant management judgment. The fair value of this liability will be remeasured at estimated fair value at each reporting period. Actual amounts paid may differ from the obligation recorded. | ||||||||||||||||||||
The following table summarizes the change in fair value, as determined by Level 3 inputs, of the contingent consideration for the six months ended June 30, 2014: | |||||||||||||||||||||
Contingent | |||||||||||||||||||||
Consideration | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Beginning balance | $ | 67,000 | |||||||||||||||||||
Payments | — | ||||||||||||||||||||
Change in fair value | (10,560 | ) | |||||||||||||||||||
Ending balance | $ | 56,440 | |||||||||||||||||||
The change in fair value of the contingent consideration in the six months ended June 30, 2014 was primarily due to a $16.6 million reduction as a result of the probable unlikelihood of achieving the performance milestone conditions related to the re-launch of the SYNERGY Surgical System, which is undergoing redesign following its removal from the market in 2013 and loss of CE marking in the European Union in March 2014. This decrease in fair value was partially offset by a $6.0 million increase in fair value due to the effect of the passage of time on the fair value measurement. Adjustments associated with the change in fair value of contingent consideration are presented on a separate line item on our condensed consolidated statements of operations. Adjustments will be similarly presented in future accounting periods. | |||||||||||||||||||||
The following table summarizes the change in fair value, as determined by Level 3 inputs, of the royalties for the six months ended June 30, 2014: | |||||||||||||||||||||
Royalties | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Beginning balance | $ | 999 | |||||||||||||||||||
Payments | (70 | ) | |||||||||||||||||||
Change in fair value | 36 | ||||||||||||||||||||
Ending balance | $ | 965 | |||||||||||||||||||
The expense associated with the change in fair value of the royalty payment obligations is included in research and development expenses on our condensed consolidated statements of operations. | |||||||||||||||||||||
The following table summarizes the change in fair value, as determined by Level 3 inputs, of the lease exit costs for the six months ended June 30, 2014: | |||||||||||||||||||||
Lease Exit | |||||||||||||||||||||
Costs | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Beginning balance | $ | — | |||||||||||||||||||
Accruals | 1,676 | ||||||||||||||||||||
Payments | (224 | ) | |||||||||||||||||||
Change in fair value | 14 | ||||||||||||||||||||
Ending balance | $ | 1,466 | |||||||||||||||||||
The expense associated with the change in fair value of the lease exit costs is included in selling, general and administrative expenses on our condensed consolidated statements of operations. | |||||||||||||||||||||
The following table presents quantitative information about the inputs and valuation methodologies used for our fair value measurements classified in Level 3 of the fair value hierarchy as of June 30, 2014: | |||||||||||||||||||||
Fair Value at | Valuation Methodology | Significant | Weighted Average | ||||||||||||||||||
June 30, 2014 | Unobservable Input | (range, if applicable) | |||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Contingent consideration | $ | 56,440 | Probability weighted income approach | Milestone dates | 2019 to 2022 | ||||||||||||||||
Discount rate | 20.0% to 24.0% | ||||||||||||||||||||
Probability of occurrence | 0% to 100% | ||||||||||||||||||||
Royalties | $ | 965 | Discounted cash flow | Discount rate | 4.8% to 7.8% | ||||||||||||||||
Lease exit costs | $ | 1,466 | Discounted cash flow | Sublease start date | November 2015 | ||||||||||||||||
Sublease rate | $ | 26.50/square foot | |||||||||||||||||||
Discount rate | 3.50% | ||||||||||||||||||||
Contingent Consideration | |||||||||||||||||||||
The estimated fair value of the contingent consideration related to the acquisition of CircuLite is calculated using the income approach, with significant inputs that include various revenue assumptions, discount rates and applying a probability to each outcome. Material changes in any of these inputs could result in a significantly higher or lower fair value measurement. | |||||||||||||||||||||
The estimated fair value of the contingent consideration is calculated on a quarterly basis by management. Potential valuation adjustments will be made as additional information becomes available, including, among other items, the progress toward achieving re-launch of the SYNERGY Surgical System, revenue and milestone targets as compared to initial projections, with the impact of these adjustments being recorded in our condensed consolidated statement of operations. In the three months ended June 30, 2014, we recorded a remeasurement adjustment to decrease the recorded value of the contingent consideration by $13.7 million. For the six months ended June 30, 2014, remeasurement adjustments decreased the recorded value of the contingent consideration by $10.6 million. | |||||||||||||||||||||
Assets That Are Measured at Fair Value on a Nonrecurring Basis | |||||||||||||||||||||
Non-financial assets such as intangible assets, goodwill and property, plant, and equipment are evaluated for impairment annually or when indicators of impairment exist. In the first quarter of 2014, we recorded an impairment charge of $0.6 million related to certain office equipment and software. No impairment was recorded in the three and six months ended June 30, 2013. Non-financial assets such as identified intangibles acquired in connection with our acquisition of World Heart in August 2012 and CircuLite in December 2013 are measured at fair value using Level 3 inputs, which include discounted cash flow methodologies, or similar techniques, when there is limited market activity and the determination of fair value requires significant judgment or estimation. |
Investments
Investments | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Investments Debt And Equity Securities [Abstract] | ' | ||||||||||||||||
Investments | ' | ||||||||||||||||
Note 5. Investments | |||||||||||||||||
We have cash investment policies that limit investments to investment grade rated securities. At June 30, 2014 and December 31, 2013, all of our investments were classified as available-for-sale and carried at fair value. At June 30, 2014 and December 31, 2013, our short-term investments had maturity dates of less than twenty-four months and our long-term investments had maturity dates within thirty-six months. | |||||||||||||||||
The amortized cost and fair value of our investments, with gross unrealized gains and losses, were as follows: | |||||||||||||||||
Amortized | Gross | Gross | Aggregate | ||||||||||||||
Cost Basis | Unrealized | Unrealized | Fair Value | ||||||||||||||
Gains | Losses | ||||||||||||||||
At June 30, 2014 | (in thousands) | ||||||||||||||||
Short-term investments: | |||||||||||||||||
Corporate debt | $ | 29,286 | $ | 17 | $ | (59 | ) | $ | 29,244 | ||||||||
Certificates of deposit | 6,860 | — | — | 6,860 | |||||||||||||
Total short-term investments | $ | 36,146 | $ | 17 | $ | (59 | ) | $ | 36,104 | ||||||||
Long-term investments: | |||||||||||||||||
Certificates of deposit | $ | 1,225 | $ | — | $ | — | $ | 1,225 | |||||||||
Total long-term investments | $ | 1,225 | $ | — | $ | — | $ | 1,225 | |||||||||
Amortized | Gross | Gross | Aggregate | ||||||||||||||
Cost Basis | Unrealized | Unrealized | Fair Value | ||||||||||||||
Gains | Losses | ||||||||||||||||
At December 31, 2013 | (in thousands) | ||||||||||||||||
Short-term investments: | |||||||||||||||||
Corporate debt | $ | 32,221 | $ | 3 | $ | (18 | ) | $ | 32,206 | ||||||||
Certificates of deposit | 5,390 | — | — | 5,390 | |||||||||||||
Total short-term investments | $ | 37,611 | $ | 3 | $ | (18 | ) | $ | 37,596 | ||||||||
Long-term investments: | |||||||||||||||||
Certificates of deposit | $ | 1,225 | $ | — | $ | — | $ | 1,225 | |||||||||
Total long-term investments | $ | 1,225 | $ | — | $ | — | $ | 1,225 | |||||||||
For the three and six months ended June 30, 2014 and 2013, we did not have any realized gains or losses on our investments. At June 30, 2014 and December 31, 2013, none of our available-for-sale investments had been in a continuous loss position for more than twelve months. |
Goodwill_InProcess_Research_an
Goodwill, In-Process Research and Development and Other Intangible Assets, Net | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Goodwill, In-Process Research and Development and Other Intangible Assets, Net | ' | ||||||||
Note 6. Goodwill, In-Process Research and Development and Other Intangible Assets, Net | |||||||||
Goodwill | |||||||||
The carrying amount of goodwill and the change in the balance for the six months ended June 30, 2014 and 2013 is as follows: | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Beginning balance | $ | 61,596 | $ | 1,190 | |||||
Additions | — | — | |||||||
Impairment | — | — | |||||||
Foreign currency translation impact | (15 | ) | — | ||||||
Ending balance | $ | 61,581 | $ | 1,190 | |||||
In-Process Research and Development | |||||||||
The carrying value of our in-process research and development assets, which relate to the development and potential commercialization of certain acquired technologies, consisted of the following at June 30, 2014 and December 31, 2013: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
SYNERGY system technology | $ | 35,500 | $ | 35,500 | |||||
In-process research and development has an indefinite life. At the time the economic life becomes determinable (upon project completion or abandonment) the amount will be amortized over its expected remaining life. | |||||||||
Other Intangible Assets | |||||||||
Other intangible assets, net consisted of the following: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Patents | $ | 4,599 | $ | 3,754 | |||||
Purchased intangible assets | |||||||||
Tradenames | 3,700 | 3,700 | |||||||
Customer relationships | 1,800 | 1,800 | |||||||
Acquired technology rights | 7,925 | 7,925 | |||||||
18,024 | 17,179 | ||||||||
Less: Accumulated amortization – Patents | (947 | ) | (800 | ) | |||||
Less: Accumulated amortization – Purchased intangible assets | (1,067 | ) | (404 | ) | |||||
$ | 16,010 | $ | 15,975 | ||||||
Our other intangible assets are amortized using the straight-line method over their estimated useful lives as follows: | |||||||||
Patents | 15 years | ||||||||
Purchased intangible assets | |||||||||
Tradenames | 15 years | ||||||||
Customer relationships | 20 years | ||||||||
Acquired technology rights | 7 to 16 years | ||||||||
Amortization expense for the three months ended June 30, 2014 and 2013 was $0.4 million and $0.1 million, respectively. Amortization expense for the six months ended June 30, 2014 and 2013 was $0.8 million and $0.2 million, respectively. |
Debt
Debt | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Debt | ' | ||||||||||||||||
Note 7. Debt | |||||||||||||||||
On December 15, 2010, we completed the sale of 3.5% convertible senior notes due 2017 (the “Convertible Notes”) for an aggregate principal amount of $143.75 million pursuant to the terms of an Indenture dated December 15, 2010 (the “Indenture”). The Convertible Notes are the senior unsecured obligations of the Company. The Convertible Notes bear interest at a rate of 3.5% per annum, payable semi-annually in arrears on June 15 and December 15 of each year. The Convertible Notes will mature on December 15, 2017, unless earlier repurchased by us or converted. | |||||||||||||||||
The Convertible Notes offering was completed pursuant to a prospectus supplement, dated December 9, 2010, to a shelf registration statement on Form S-3 that was previously filed with the SEC and which was declared effective on December 9, 2010. | |||||||||||||||||
The Convertible Notes will be convertible at an initial conversion rate of 10 shares of our common stock per $1,000 principal amount of Convertible Notes, which corresponds to an initial conversion price of $100.00 per share of our common stock. The conversion rate is subject to adjustment from time to time upon the occurrence of certain events. | |||||||||||||||||
Prior to June 15, 2017, holders may convert their Convertible Notes at their option only upon satisfaction of one or more of the conditions specified in the Indenture relating to the (i) sale price of our common stock, (ii) the trading price per $1,000 principal amount of Convertible Notes or (iii) specified corporate events. As of the date of this report on Form 10-Q, none of the events that would allow holders to convert their Convertible Notes have occurred. On or after June 15, 2017, until the close of business of the business day immediately preceding the date the Convertible Notes mature, holders may convert their Convertible Notes at any time, regardless of whether any of the foregoing conditions have been met. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination thereof, at our election. | |||||||||||||||||
We may not redeem the Convertible Notes prior to maturity. Holders of the Convertible Notes may require us to purchase for cash all or a part of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, upon the occurrence of certain fundamental changes (as defined in the Indenture) involving the Company. The Indenture does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. | |||||||||||||||||
The Indenture contains customary terms and nonfinancial covenants and defines events of default. If an event of default (other than certain events of bankruptcy, insolvency or reorganization) involving the Company occurs and is continuing, the Trustee (by notice to the Company) or the holders of at least 25% in principal amount of the outstanding Convertible Notes (by notice to the Company and the Trustee) may declare 100% of the principal of and accrued and unpaid interest, if any, on all the Convertible Notes to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization, involving the Company, 100% of the principal of and accrued and unpaid interest on the Convertible Notes will automatically become due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent we elect, the sole remedy for an event of default relating to certain failures by us to comply with certain reporting covenants in the Indenture consists exclusively of the right to receive additional interest on the Convertible Notes. | |||||||||||||||||
In accordance with FASB ASC 470-20, Debt with Conversion and Other Options, which applies to certain convertible debt instruments that may be settled in cash or other assets, or partially in cash, upon conversion, we recorded the long-term debt and equity components on our Convertible Notes separately on the issuance date. The amount recorded for long-term debt was determined by measuring the fair value of a similar liability that does not have an associated equity component. The measurement of fair value required the Company to make estimates and assumptions to determine the present value of the cash flows of the Convertible Notes, absent the conversion feature. This treatment increased interest expense associated with our Convertible Notes by adding a non-cash component to interest expense in the form of amortization of a debt discount calculated based on the difference between the 3.5% cash coupon rate and the effective interest rate on debt borrowing of approximately 12.5%. The discount is being amortized to interest expense through the December 15, 2017 maturity date of the Convertible Notes using the effective interest method and is included in interest expense on our condensed consolidated statements of operations. Additionally, we allocated the costs related to issuance of the Convertible Notes on the same percentage as the long-term debt and equity components, such that a portion of the costs is allocated to the long-term debt component and the equity component included in additional paid-in capital. The portion of the costs allocated to the long-term debt component is presented as deferred financing costs, net on our condensed consolidated balance sheets. These deferred financing costs are also being amortized to interest expense through the December 15, 2017 maturity date of the Convertible Notes using the effective interest method and the amortization is included in interest expense on our condensed consolidated statements of operations. | |||||||||||||||||
The Convertible Notes and the equity component, which is recorded in additional paid-in-capital, consisted of the following: | |||||||||||||||||
June 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Principal amount | $ | 143,750 | $ | 143,750 | |||||||||||||
Unamortized discount | (32,901 | ) | (36,625 | ) | |||||||||||||
Net carrying amount | $ | 110,849 | $ | 107,125 | |||||||||||||
Equity component | $ | 55,038 | $ | 55,038 | |||||||||||||
Based on the initial conversion rate of 10 shares of our common stock per $1,000 principal amount of Convertible Notes, which corresponds to an initial conversion price of $100.00 per share of our common stock, the number of shares issuable upon conversion of the Convertible Notes is 1,437,500. The value of these shares, based on the closing price of our common stock on June 30, 2014 of $88.50 per share, was approximately $127.2 million. The fair value of our Convertible Notes as presented in Note 4 was $168.3 million at June 30, 2014. | |||||||||||||||||
Interest expense related to the Convertible Notes consisted of interest due on the principal amount, amortization of the discount and amortization of the portion of the deferred financing costs allocated to the long-term debt component. For the three and six months ended June 30, 2014 and 2013, interest expense related to the Convertible Notes was as follows: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Stated amount at 3.5% coupon rate | $ | 1,258 | $ | 1,258 | $ | 2,516 | $ | 2,516 | |||||||||
Amortization of discount | 1,890 | 1,676 | 3,724 | 3,303 | |||||||||||||
Amortization of deferred financing costs | 101 | 90 | 200 | 176 | |||||||||||||
$ | 3,249 | $ | 3,024 | $ | 6,440 | $ | 5,995 | ||||||||||
Stockholders_Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2014 | |
Equity [Abstract] | ' |
Stockholders' Equity | ' |
Note 8. Stockholders’ Equity | |
On March 12, 2013, we entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as representative of the several underwriters named in the Underwriting Agreement (the “Underwriters”), pursuant to which we agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, an aggregate of 1,500,000 shares of our common stock at a net sales price of $81.9114 per share (the public offering price of $86.45 per share minus the underwriting discount). We also granted the Underwriters an option to purchase 225,000 additional shares of our common stock at the public offering price less the underwriting discount, which the Underwriters exercised in full on March 13, 2013. The closing of the offering occurred on March 18, 2013. After fees and related expenses, net proceeds from the offering were approximately $141.0 million. | |
The offering was completed pursuant to a prospectus supplement, dated March 12, 2013, to a shelf registration statement on Form S-3 that was previously filed with the SEC and which was declared effective on December 9, 2010. This shelf registration statement expired on December 9, 2013. | |
On January 30, 2014, we filed a shelf registration statement with the SEC on Form S-3. This shelf registration statement allows us to offer and sell from time to time, in one or more series or issuances and on terms that we will determine at the time of the offering any combination and amount of the securities described in the prospectus contained in the registration statement or in the prospectus supplement filed with respect to a particular offering. An aggregate of 530,816 shares of our common stock were registered for issuance pursuant to various prospectus filings on January 30, 2014 in connection with our acquisition of CircuLite. As of June 30, 2014, there remained 248,872 shares of our common stock reserved for potential issuance in connection with future contingent milestone payments under the terms of the acquisition agreement. | |
Following satisfaction of a pre-specified milestone in December 2013, we were obligated to pay $5.0 million in cash or stock under the terms of a patent assignment agreement and exclusive license to certain patent applications. The $5.0 million was accrued at December 31, 2013 in other accrued liabilities on our consolidated balance sheets. We issued pursuant to a prospectus supplement an aggregate of 50,330 registered shares of our common stock in January 2014 to settle this liability. | |
In the six months ended June 30, 2014, we issued an aggregate of 23,571 shares of our common stock upon the exercise of stock options and an aggregate of 42,088 shares of our common stock upon the vesting of restricted stock units. | |
In the six months ended June 30, 2013, we issued an aggregate of 68,207 shares of our common stock upon the exercise of stock options and an aggregate of 21,661 shares of our common stock upon the vesting of restricted stock units. |
ShareBased_Compensation
Share-Based Compensation | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Share-Based Compensation | ' | ||||||||||||||||
Note 9. Share-Based Compensation | |||||||||||||||||
We allocate share-based compensation expense to cost of revenue, selling, general and administrative expense and research and development expense based on the award holder’s employment function. For the three and six months ended June 30, 2014 and 2013, we recorded share-based compensation expense as follows: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(In thousands) | |||||||||||||||||
Cost of revenues | $ | 662 | $ | 611 | $ | 1,109 | $ | 1,142 | |||||||||
Selling, general and administrative | 3,665 | 2,792 | 6,397 | 5,219 | |||||||||||||
Research and development | 2,230 | 1,526 | 3,408 | 3,016 | |||||||||||||
$ | 6,557 | $ | 4,929 | $ | 10,914 | $ | 9,377 | ||||||||||
Equity Plans | |||||||||||||||||
We have issued share-based awards to employees, non-executive directors and outside consultants through various approved plans and outside of any formal plan. New shares are issued upon the exercise of share-based awards. | |||||||||||||||||
Upon receipt of stockholder approval on May 31, 2012, we adopted the HeartWare International, Inc. 2012 Incentive Award Plan (“2012 Plan”). The 2012 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock, restricted stock units, performance awards, dividend equivalent rights, deferred stock, deferred stock units, stock payments and stock appreciation rights (collectively referred to as “Awards”), to our directors, employees and consultants. Under the terms of the 2012 Plan, the total number of shares of our common stock initially reserved for issuance under Awards is 1,375,000, provided that the total number of shares of our common stock that may be issued pursuant to “Full Value Awards” (Awards other than options, stock appreciation rights or other Awards for which the holder pays the intrinsic value existing as of the date of grant whether directly or by forgoing a right to receive a payment from the Company) is 1,275,000. As of June 30, 2014, 72,834 shares have been issued upon vesting of Awards issued under the 2012 Plan and Awards with respect to 561,322 shares were issued and outstanding under the 2012 Plan. Subsequent to adoption of the 2012 Plan, no new Awards will be granted under our prior plans. Any outstanding Awards under the prior plans will continue to be subject to the terms and conditions of the plan under which they were granted. | |||||||||||||||||
Stock Options | |||||||||||||||||
Each option allows the holder to subscribe for and be issued one share of our common stock at a specified price, which is generally the quoted market price of our common stock on the date the option is issued. Options generally vest on a pro-rata basis on each anniversary of the issuance date within four years of the date the option is issued. Options may be exercised after they have vested and prior to the specified expiry date provided applicable exercise conditions are met, if any. The expiry date can be for periods of up to ten years from the date the option is issued. | |||||||||||||||||
The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model based on the assumptions established at that time. The following table includes the weighted average assumptions used for options issued in the three and six months ended June 30, 2014 and 2013. | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Expected volatility | 39 | % | 40 | % | 39 | % | 40 | % | |||||||||
Risk-free interest rate | 1.65 | % | 1.15 | % | 1.65 | % | 1.15 | % | |||||||||
Estimated holding period (years) | 5 | 6.25 | 5 | 6.25 | |||||||||||||
Information related to options granted under all of our plans at June 30, 2014 and activity in the six months then ended is as follows (certain amounts in U.S.$ were converted from AU$ at the then period-end spot rate): | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
(in thousands) | Exercise | Remaining | Value | ||||||||||||||
Price | Contractual Life | (in thousands) | |||||||||||||||
(Years) | |||||||||||||||||
Outstanding at December 31, 2013 | 133 | $ | 42.82 | ||||||||||||||
Granted | 7 | 88.84 | |||||||||||||||
Exercised | (24 | ) | 26.02 | ||||||||||||||
Forfeited | (1 | ) | 86.58 | ||||||||||||||
Expired | — | — | |||||||||||||||
Outstanding at June 30, 2014 | 115 | $ | 49.8 | 4.83 | $ | 4,508 | |||||||||||
Exercisable at June 30, 2014 | 94 | $ | 41.88 | 3.97 | $ | 4,382 | |||||||||||
The aggregate intrinsic values at June 30, 2014 noted in the table above represent the number of in-the-money options outstanding or exercisable multiplied by the closing price of our common stock traded on NASDAQ less the weighted average exercise price at period end. | |||||||||||||||||
The weighted average grant date fair value per share of options issued in the six months ended June 30, 2014 and 2013 was $32.41 and $38.51 per share, respectively. | |||||||||||||||||
The total intrinsic value of options exercised in the six months ended June 30, 2014 and 2013 was approximately $1.6 million and $4.6 million, respectively. Cash received from options exercised in the six months ended June 30, 2014 and 2013 was approximately $0.6 million and $1.7 million, respectively. | |||||||||||||||||
At June 30, 2014, there was approximately $0.4 million of unrecognized compensation expense, net of estimated forfeitures, related to non-vested options. This expense is expected to be recognized over a weighted average period of 1.1 years. | |||||||||||||||||
Restricted Stock Units | |||||||||||||||||
Each restricted stock unit (“RSU”) represents a contingent right to receive one share of our common stock. RSUs generally vest on a pro-rata basis on each anniversary of the issuance date over three or four years or vest in accordance with performance-based criteria. The RSUs with performance-based vesting criteria vest in one or more tranches contingent upon the achievement of pre-determined milestones related to the development of our products, the achievement of certain prescribed clinical and regulatory objectives, the achievement of specific financial performance measures or similar metrics. There is no consideration payable on the vesting of RSUs issued under the plans. Upon vesting, the RSUs are exercised automatically and settled in shares of our common stock. | |||||||||||||||||
Information related to RSUs at June 30, 2014 and activity in the six months then ended is as follows: | |||||||||||||||||
Number of | Weighted | Aggregate | |||||||||||||||
Units | Average | Intrinsic Value | |||||||||||||||
(in thousands) | Remaining | (in thousands) | |||||||||||||||
Contractual | |||||||||||||||||
Life | |||||||||||||||||
(Years) | |||||||||||||||||
Outstanding at December 31, 2013 | 476 | ||||||||||||||||
Granted | 315 | ||||||||||||||||
Vested/Exercised | (42 | ) | |||||||||||||||
Forfeited | (24 | ) | |||||||||||||||
Expired | — | ||||||||||||||||
Outstanding at June 30, 2014 | 725 | 1.64 | $ | 64,168 | |||||||||||||
The aggregate intrinsic value at June 30, 2014 noted in the table above represents the closing price of our common stock traded on NASDAQ multiplied by the number of RSUs outstanding. | |||||||||||||||||
At June 30, 2014, 29,605 of the RSUs outstanding are subject to performance-based vesting criteria as described above. | |||||||||||||||||
The total intrinsic value of RSUs vested in the six months ended June 30, 2014 and 2013 was approximately $4.0 million and $2.0 million, respectively. | |||||||||||||||||
The fair value of each RSU award equals the closing price of our common stock on the date of grant. The weighted average grant date fair value per share of RSUs granted in the six months ended June 30, 2014 and 2013 was $100.57 and $92.07, respectively. | |||||||||||||||||
At June 30, 2014, we had approximately $38.7 million of unrecognized compensation expense related to non-vested RSU awards, net of estimated forfeitures. This expense is expected to be recognized over a weighted average period of 1.6 years. |
Earnings_Per_Share
Earnings Per Share | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings Per Share | ' | ||||||||||||||||
Note 10. Earnings Per Share | |||||||||||||||||
Basic earnings per share was computed by dividing net income (loss) for the period by the weighted-average number of common shares outstanding for each respective period. Diluted earnings per share adjusts basic earnings per share for the dilutive effects of share-based awards as determined under the “treasury stock” method, our convertible senior notes as determined under the “if-converted” method and other potentially dilutive instruments only in the periods in which the effect is dilutive. | |||||||||||||||||
The following table sets forth basic and diluted income (loss) per common share for the three and six months ended June 30, 2014 and 2013 (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income (loss) | $ | 8,364 | $ | (12,934 | ) | $ | (11,080 | ) | $ | (25,893 | ) | ||||||
Denominator: | |||||||||||||||||
Basic weighted average shares outstanding | 16,989 | 16,370 | 16,962 | 15,619 | |||||||||||||
Dilutive effects of share-based awards | 316 | — | — | — | |||||||||||||
Diluted weighted-average shares outstanding | 17,305 | 16,370 | 16,962 | 15,619 | |||||||||||||
Earnings (loss) per share: | |||||||||||||||||
Basic | $ | 0.49 | $ | (0.79 | ) | $ | (0.65 | ) | $ | (1.66 | ) | ||||||
Diluted | $ | 0.48 | $ | (0.79 | ) | $ | (0.65 | ) | $ | (1.66 | ) | ||||||
The following instruments were excluded from the calculation of diluted weighted average shares outstanding, as their effect would be anti-dilutive. | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Common shares issuable upon: | (In thousands) | ||||||||||||||||
Conversion of convertible senior notes | 1,438 | 1,438 | 1,438 | 1,438 | |||||||||||||
Exercise or vesting of share-based awards | 304 | 837 | 840 | 837 |
Business_Segment_Geographic_Ar
Business Segment, Geographic Areas and Major Customers | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Business Segment, Geographic Areas and Major Customers | ' | ||||||||||||||||
Note 11. Business Segment, Geographic Areas and Major Customers | |||||||||||||||||
For financial reporting purposes, we have one reportable segment which designs, manufactures and markets medical devices for the treatment of advanced heart failure. Products are sold to customers located in the United States through our clinical trials and as commercial products, as commercial products to customers in Europe and under special access in other countries. Product sales attributed to a country or region are based on the location of the customer to whom the products are sold. Long-lived assets are primarily held in the United States. | |||||||||||||||||
Product sales by geographic location were as follows: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
United States | $ | 36,945 | $ | 25,106 | $ | 70,733 | $ | 51,256 | |||||||||
Germany | 17,404 | 13,703 | 32,082 | 26,033 | |||||||||||||
International, excluding Germany | 15,782 | 12,027 | 33,788 | 22,786 | |||||||||||||
$ | 70,131 | $ | 50,836 | $ | 136,603 | $ | 100,075 | ||||||||||
As a significant portion of our revenue is generated outside of the United States, we are dependent on favorable economic and regulatory environments for our products in Europe and other countries outside of the United States. For the three and six months ended June 30, 2014 and 2013, no customer exceeded 10% of product sales individually. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Note 12. Commitments and Contingencies | |
We received a warning letter from the FDA, dated June 2, 2014, following an inspection of our Miami Lakes, Florida facility conducted in January 2014. The FDA letter cited four categories for us to address: (1) procedures for validating device design, including device labeling; (2) procedures for implementing corrective and preventive action (CAPA); (3) maintaining records related to investigations; and (4) validation of computer software used as part of production or quality systems. The warning letter did not require any action by physicians or patients and did not restrict use of HeartWare’s devices. | |
We sent the FDA our initial response to the warning letter within the required fifteen business days of receipt, and committed to undertaking certain quality system improvements and providing the FDA with periodic updates. We have begun to implement systemic changes and organizational enhancements to address the four warning letter items and related quality systems. We have established teams to review and address the items cited by the FDA and have engaged external subject matter experts to assist in assessment and remediation efforts. | |
At June 30, 2014, we had purchase order commitments of approximately $41.0 million related to product costs, supplies, services and property, plant and equipment purchases. Many of our materials and supplies require long lead times. Our purchase order commitments reflect materials that may be received up to one year from the date of order. | |
In addition to the above, we have entered into employment agreements with all of our executive officers. These contracts do not have a fixed term and are constructed on an at-will basis. Some of these contracts provide executives with the right to receive certain additional payments and benefits if their employment is terminated including after a change of control, as defined in these agreements. | |
From time to time we invest in certain development stage entities in connection with research activities. Certain contingent milestone payments in connection with these arrangements have not been accrued in the accompanying condensed consolidated financial statements as the amounts are indeterminate at this time. | |
The taxation and customs requirements, together with other applicable laws and regulations of certain foreign jurisdictions, can be inherently complex and subject to differing interpretation by local authorities. We are subject to the risk that either we have misinterpreted applicable laws and regulations, or that foreign authorities may take inconsistent, unclear or changing positions on local law, customs practices or rules. In the event that we have misinterpreted any of the above, or that foreign authorities take positions contrary to ours, we may incur liabilities that may differ materially from the amounts accrued in the accompanying condensed consolidated financial statements. | |
Contingent Consideration and Milestone Payments | |
In December 2013, we acquired CircuLite using a combination of cash, stock and post-acquisition milestone payments. The milestone payments are payable based upon the achievement of six specified performance milestones over a 10 year period. The maximum amount of the aggregate milestone payments could be $320 million. As of June 30, 2014, the fair value of the contingent consideration was estimated to be $56.4 million (see Note 4). | |
Litigation | |
From time to time we may be involved in litigation or other contingencies arising in the ordinary course of business. Based on the information presently available, management believes there are no contingencies, claims or actions, pending or threatened, the ultimate resolution of which will have a material adverse effect on our financial position, liquidity or result of operations. | |
In accordance with FASB ASC 450, Contingencies, we accrue loss contingencies including costs of settlement, damages and defense related to litigation to the extent they are probable and reasonably estimable. Otherwise, we expense these costs as incurred. If the estimate of a probable loss is a range and no amount within the range is more likely, we accrue the minimum amount of the range. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 13. Subsequent Events | |
We have evaluated events and transactions that occurred subsequent to June 30, 2014 through the date the financial statements were issued, for potential recognition or disclosure in the accompanying condensed consolidated financial statements. Except as disclosed below, we did not identify any events or transactions that should be recognized or disclosed in the accompanying condensed consolidated financial statements. | |
As described in Note 3, we extended our field safety corrective action on July 30, 2014 to include a voluntary recall of certain older batteries. The recall instructs sites to replace certain older batteries in the field upon patients’ routine visits in order to further mitigate the potential risks associated with premature battery depletion. We will continue to monitor complaints and may take further actions as appropriate. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||||
Basis of Presentation | ' | ||||||||||
The accompanying unaudited interim condensed consolidated financial statements for HeartWare International, Inc. (“we,” “our,” “us,” “HeartWare,” the “HeartWare Group” or the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting of interim financial information. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted. Accordingly, these statements do not include all the disclosures normally required by accounting principles generally accepted in the United States for annual financial statements and should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this report and the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. The accompanying condensed consolidated balance sheet as of December 31, 2013 has been derived from our audited financial statements. The unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2014 and cash flows for the six months ended June 30, 2014 are not necessarily indicative of the results to be expected for any future period or for the year ending December 31, 2014. | |||||||||||
Accounting Estimates | ' | ||||||||||
The preparation of our unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. | |||||||||||
Recent Accounting Pronouncements | ' | ||||||||||
Recent Accounting Pronouncements | |||||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The updated standard is a new comprehensive revenue recognition model that requires revenue to be recognized in a manner that depicts the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. The updated standard becomes effective for us in the first quarter of our fiscal year ending December 31, 2017. We have not yet selected a transition method and we are currently evaluating the effect that the ASU 2014-09 will have on our consolidated financial statements and related disclosures. | |||||||||||
With the exception of the standard discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the six months ended June 30, 2014, as compared to the recent accounting pronouncements described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, that are of significance or potential significance to us. | |||||||||||
Accounts Receivable | ' | ||||||||||
Accounts Receivable | |||||||||||
Accounts receivable consists of amounts due from the sale of our HeartWare® Ventricular Assist System (the “HVAD System”) to our customers, which include hospitals, health research institutions and medical device distributors. We grant credit to customers in the normal course of business, but generally do not require collateral or any other security to support credit sales. Our receivables are geographically dispersed, with a significant portion from customers located in Europe and other foreign countries. One customer had an accounts receivable balance greater than 10% of total accounts receivable representing approximately 14% and 15% of our total accounts receivable at June 30, 2014 and December 31, 2013, respectively. | |||||||||||
We maintain allowances for doubtful accounts for estimated losses that may result from an inability to collect payments owed to us for product sales. We regularly review the allowance by considering factors such as historical experience, the age of the accounts receivable balances and local economic conditions that may affect a customer’s ability to pay. Account balances are charged off against the allowance after appropriate collection efforts have been exhausted and we feel it is probable that the receivable will not be recovered. | |||||||||||
The following table summarizes the change in our allowance for doubtful accounts for the six months ended June 30, 2014 and 2013: | |||||||||||
2014 | 2013 | ||||||||||
(in thousands) | |||||||||||
Beginning balance | $ | 495 | $ | 750 | |||||||
Charges (reversals) to expense | — | — | |||||||||
Charge-offs | — | — | |||||||||
Ending balance | $ | 495 | $ | 750 | |||||||
As of June 30, 2014 and December 31, 2013, we did not have an allowance for returns. | |||||||||||
Property, Plant and Equipment, Net | ' | ||||||||||
Property, plant and equipment, net consists of the following: | |||||||||||
Estimated | June 30, | December 31, | |||||||||
Useful Lives | 2014 | 2013 | |||||||||
(in thousands) | |||||||||||
Machinery and equipment | 1.5 to 7 years | $ | 20,862 | $ | 19,790 | ||||||
Leasehold improvements | 3 to 10 years | 8,564 | 7,131 | ||||||||
Office equipment, furniture and fixtures | 5 to 7 years | 1,901 | 1,294 | ||||||||
Purchased software | 1 to 7 years | 5,837 | 5,057 | ||||||||
37,164 | 33,272 | ||||||||||
Less: accumulated depreciation | (17,321 | ) | (14,710 | ) | |||||||
$ | 19,843 | $ | 18,562 | ||||||||
In the first quarter of 2014, we ceased activities at our facility in Teaneck, New Jersey and vacated the facility and recorded an impairment charge of $0.6 million related to certain office equipment and software at the facility upon their discontinued use. This amount is included in selling, general and administrative expenses on our condensed consolidated statements of operations. | |||||||||||
Accrued Warranty | ' | ||||||||||
Accrued Warranty | |||||||||||
Certain patient accessories sold with the HVAD System are covered by a limited warranty ranging from one to two years. Estimated contractual warranty obligations are recorded as an expense when the related revenue is recognized and are included in cost of revenue on our condensed consolidated statements of operations. Factors that affect estimated warranty liability include the number of units sold, historical and anticipated rates of warranty claims, cost per claim, and vendor supported warranty programs. We periodically assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary. The amount of the liability recorded is equal to the estimated costs to repair or otherwise satisfy claims made by customers. | |||||||||||
The following table summarizes changes in our warranty liability for the six months ended June 30, 2014 and 2013: | |||||||||||
2014 | 2013 | ||||||||||
(in thousands) | |||||||||||
Beginning balance | $ | 2,498 | $ | 543 | |||||||
Accrual for warranty expense | 1,790 | 500 | |||||||||
Warranty costs incurred during the period | (888 | ) | (345 | ) | |||||||
Ending balance | $ | 3,400 | $ | 698 | |||||||
The warranty liability as of June 30, 2014 takes into account recent substantial increases in product sales which are covered by our limited warranty policy. | |||||||||||
Fair Value Measurements | ' | ||||||||||
The carrying amounts reported on our condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities approximate their fair value based on the short-term maturity of these instruments. Investments are considered available-for-sale as of June 30, 2014 and December 31, 2013 and are carried at fair value. | |||||||||||
Debt | ' | ||||||||||
In accordance with FASB ASC 470-20, Debt with Conversion and Other Options, which applies to certain convertible debt instruments that may be settled in cash or other assets, or partially in cash, upon conversion, we recorded the long-term debt and equity components on our Convertible Notes separately on the issuance date. The amount recorded for long-term debt was determined by measuring the fair value of a similar liability that does not have an associated equity component. The measurement of fair value required the Company to make estimates and assumptions to determine the present value of the cash flows of the Convertible Notes, absent the conversion feature. This treatment increased interest expense associated with our Convertible Notes by adding a non-cash component to interest expense in the form of amortization of a debt discount calculated based on the difference between the 3.5% cash coupon rate and the effective interest rate on debt borrowing of approximately 12.5%. The discount is being amortized to interest expense through the December 15, 2017 maturity date of the Convertible Notes using the effective interest method and is included in interest expense on our condensed consolidated statements of operations. Additionally, we allocated the costs related to issuance of the Convertible Notes on the same percentage as the long-term debt and equity components, such that a portion of the costs is allocated to the long-term debt component and the equity component included in additional paid-in capital. The portion of the costs allocated to the long-term debt component is presented as deferred financing costs, net on our condensed consolidated balance sheets. These deferred financing costs are also being amortized to interest expense through the December 15, 2017 maturity date of the Convertible Notes using the effective interest method and the amortization is included in interest expense on our condensed consolidated statements of operations. | |||||||||||
Contingencies | ' | ||||||||||
In accordance with FASB ASC 450, Contingencies, we accrue loss contingencies including costs of settlement, damages and defense related to litigation to the extent they are probable and reasonably estimable. Otherwise, we expense these costs as incurred. If the estimate of a probable loss is a range and no amount within the range is more likely, we accrue the minimum amount of the range. |
Balance_Sheet_Information_Tabl
Balance Sheet Information (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||||||||||
Summary of Change in Allowance for Doubtful Accounts | ' | ||||||||||||||||
The following table summarizes the change in our allowance for doubtful accounts for the six months ended June 30, 2014 and 2013: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Beginning balance | $ | 495 | $ | 750 | |||||||||||||
Charges (reversals) to expense | — | — | |||||||||||||||
Charge-offs | — | — | |||||||||||||||
Ending balance | $ | 495 | $ | 750 | |||||||||||||
Components of Inventories | ' | ||||||||||||||||
Components of inventories are as follows: | |||||||||||||||||
June 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Raw material | $ | 23,811 | $ | 21,761 | |||||||||||||
Work-in-process | 9,212 | 8,206 | |||||||||||||||
Finished goods | 12,669 | 10,909 | |||||||||||||||
$ | 45,692 | $ | 40,876 | ||||||||||||||
Summary of Property, Plant and Equipment, Net | ' | ||||||||||||||||
Property, plant and equipment, net consists of the following: | |||||||||||||||||
Estimated | June 30, | December 31, | |||||||||||||||
Useful Lives | 2014 | 2013 | |||||||||||||||
(in thousands) | |||||||||||||||||
Machinery and equipment | 1.5 to 7 years | $ | 20,862 | $ | 19,790 | ||||||||||||
Leasehold improvements | 3 to 10 years | 8,564 | 7,131 | ||||||||||||||
Office equipment, furniture and fixtures | 5 to 7 years | 1,901 | 1,294 | ||||||||||||||
Purchased software | 1 to 7 years | 5,837 | 5,057 | ||||||||||||||
37,164 | 33,272 | ||||||||||||||||
Less: accumulated depreciation | (17,321 | ) | (14,710 | ) | |||||||||||||
$ | 19,843 | $ | 18,562 | ||||||||||||||
Summary of Other Accrued Liabilities | ' | ||||||||||||||||
Other accrued liabilities consist of the following: | |||||||||||||||||
June 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Accrued payroll and other employee costs | $ | 9,012 | $ | 10,840 | |||||||||||||
Accrued milestone payment | — | 5,000 | |||||||||||||||
Accrued material purchases | 5,655 | 4,325 | |||||||||||||||
Accrued warranty | 3,400 | 2,498 | |||||||||||||||
Accrued product recall costs | 3,018 | — | |||||||||||||||
Accrued professional fees | 1,388 | 2,428 | |||||||||||||||
Accrued research and development costs | 2,656 | 2,307 | |||||||||||||||
Accrued restructuring costs | 2,026 | 245 | |||||||||||||||
Accrued VAT | 1,708 | 1,329 | |||||||||||||||
Other accrued expenses | 6,485 | 6,304 | |||||||||||||||
$ | 35,348 | $ | 35,276 | ||||||||||||||
Summary of Changes in Warranty Liability | ' | ||||||||||||||||
The following table summarizes changes in our warranty liability for the six months ended June 30, 2014 and 2013: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Beginning balance | $ | 2,498 | $ | 543 | |||||||||||||
Accrual for warranty expense | 1,790 | 500 | |||||||||||||||
Warranty costs incurred during the period | (888 | ) | (345 | ) | |||||||||||||
Ending balance | $ | 3,400 | $ | 698 | |||||||||||||
Summary of Changes in Accrued Restructuring Costs | ' | ||||||||||||||||
The following table summarizes changes in our accrued restructuring costs during the six months ended June 30, 2014: | |||||||||||||||||
Facility Leases | Severance and | Contract | Total | ||||||||||||||
Related | Termination | ||||||||||||||||
(in thousands) | |||||||||||||||||
Beginning balance | $ | — | $ | 245 | $ | — | $ | 245 | |||||||||
Restructuring charges | 2,204 | 715 | 688 | 3,607 | |||||||||||||
Payments | (449 | ) | (615 | ) | (688 | ) | (1,752 | ) | |||||||||
Adjustments to estimated obligations | (57 | ) | (31 | ) | — | (88 | ) | ||||||||||
Change in fair value | 14 | — | — | 14 | |||||||||||||
Ending balance | $ | 1,712 | $ | 314 | $ | — | $ | 2,026 | |||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||
Fair Value of Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis | ' | ||||||||||||||||||||
The following tables represents the fair value of our financial assets and financial liabilities measured at fair value on a recurring basis and which level was used in the fair value hierarchy at the respective dates. | |||||||||||||||||||||
Fair Value Measurements at the Reporting Date Using | |||||||||||||||||||||
Carrying | Fair | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Value | Value | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
As of June 30, 2014 | |||||||||||||||||||||
Assets | |||||||||||||||||||||
Short-term investments | $ | 36,104 | $ | 36,104 | $ | — | $ | 36,104 | $ | — | |||||||||||
Long-term investments | 1,225 | 1,225 | — | 1,225 | — | ||||||||||||||||
Liabilities | |||||||||||||||||||||
Convertible senior notes | 110,849 | (1) | 168,323 | — | 168,323 | — | |||||||||||||||
Contingent consideration | 56,440 | 56,440 | — | — | 56,440 | ||||||||||||||||
Royalties | 965 | 965 | — | — | 965 | ||||||||||||||||
Lease exit costs | 1,466 | 1,466 | — | — | 1,466 | ||||||||||||||||
Fair Value Measurements at the Reporting Date Using | |||||||||||||||||||||
Carrying | Fair | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Value | Value | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||
Assets | |||||||||||||||||||||
Short-term investments | $ | 37,596 | $ | 37,596 | $ | — | $ | 37,596 | $ | — | |||||||||||
Long-term investments | 1,225 | 1,225 | — | 1,225 | — | ||||||||||||||||
Liabilities | |||||||||||||||||||||
Convertible senior notes | 107,125 | (1) | 174,117 | — | 174,117 | — | |||||||||||||||
Contingent consideration | 67,000 | 67,000 | — | — | 67,000 | ||||||||||||||||
Royalties | 999 | 999 | — | — | 999 | ||||||||||||||||
-1 | The carrying amount of our convertible senior notes is net of unamortized discount. See Note 7 (Debt) for more information. | ||||||||||||||||||||
Summary of Change in Fair Value of Contingent Consideration as Determined by Level 3 Inputs | ' | ||||||||||||||||||||
The following table summarizes the change in fair value, as determined by Level 3 inputs, of the contingent consideration for the six months ended June 30, 2014: | |||||||||||||||||||||
Contingent | |||||||||||||||||||||
Consideration | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Beginning balance | $ | 67,000 | |||||||||||||||||||
Payments | — | ||||||||||||||||||||
Change in fair value | (10,560 | ) | |||||||||||||||||||
Ending balance | $ | 56,440 | |||||||||||||||||||
Summary of Change in Fair Value of Royalties as Determined by Level 3 Inputs | ' | ||||||||||||||||||||
The following table summarizes the change in fair value, as determined by Level 3 inputs, of the royalties for the six months ended June 30, 2014: | |||||||||||||||||||||
Royalties | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Beginning balance | $ | 999 | |||||||||||||||||||
Payments | (70 | ) | |||||||||||||||||||
Change in fair value | 36 | ||||||||||||||||||||
Ending balance | $ | 965 | |||||||||||||||||||
Summary of Change in Fair Value of Lease Exit Costs as Determined by Level 3 Inputs | ' | ||||||||||||||||||||
The following table summarizes the change in fair value, as determined by Level 3 inputs, of the lease exit costs for the six months ended June 30, 2014: | |||||||||||||||||||||
Lease Exit | |||||||||||||||||||||
Costs | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Beginning balance | $ | — | |||||||||||||||||||
Accruals | 1,676 | ||||||||||||||||||||
Payments | (224 | ) | |||||||||||||||||||
Change in fair value | 14 | ||||||||||||||||||||
Ending balance | $ | 1,466 | |||||||||||||||||||
Schedule of Quantitative Information for Level 3 Fair Value Measurements | ' | ||||||||||||||||||||
The following table presents quantitative information about the inputs and valuation methodologies used for our fair value measurements classified in Level 3 of the fair value hierarchy as of June 30, 2014: | |||||||||||||||||||||
Fair Value at | Valuation Methodology | Significant | Weighted Average | ||||||||||||||||||
June 30, 2014 | Unobservable Input | (range, if applicable) | |||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Contingent consideration | $ | 56,440 | Probability weighted income approach | Milestone dates | 2019 to 2022 | ||||||||||||||||
Discount rate | 20.0% to 24.0% | ||||||||||||||||||||
Probability of occurrence | 0% to 100% | ||||||||||||||||||||
Royalties | $ | 965 | Discounted cash flow | Discount rate | 4.8% to 7.8% | ||||||||||||||||
Lease exit costs | $ | 1,466 | Discounted cash flow | Sublease start date | November 2015 | ||||||||||||||||
Sublease rate | $ | 26.50/square foot | |||||||||||||||||||
Discount rate | 3.50% |
Investments_Tables
Investments (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Investments Debt And Equity Securities [Abstract] | ' | ||||||||||||||||
Summary of Amortized Cost and Fair Value of Investments | ' | ||||||||||||||||
The amortized cost and fair value of our investments, with gross unrealized gains and losses, were as follows: | |||||||||||||||||
Amortized | Gross | Gross | Aggregate | ||||||||||||||
Cost Basis | Unrealized | Unrealized | Fair Value | ||||||||||||||
Gains | Losses | ||||||||||||||||
At June 30, 2014 | (in thousands) | ||||||||||||||||
Short-term investments: | |||||||||||||||||
Corporate debt | $ | 29,286 | $ | 17 | $ | (59 | ) | $ | 29,244 | ||||||||
Certificates of deposit | 6,860 | — | — | 6,860 | |||||||||||||
Total short-term investments | $ | 36,146 | $ | 17 | $ | (59 | ) | $ | 36,104 | ||||||||
Long-term investments: | |||||||||||||||||
Certificates of deposit | $ | 1,225 | $ | — | $ | — | $ | 1,225 | |||||||||
Total long-term investments | $ | 1,225 | $ | — | $ | — | $ | 1,225 | |||||||||
Amortized | Gross | Gross | Aggregate | ||||||||||||||
Cost Basis | Unrealized | Unrealized | Fair Value | ||||||||||||||
Gains | Losses | ||||||||||||||||
At December 31, 2013 | (in thousands) | ||||||||||||||||
Short-term investments: | |||||||||||||||||
Corporate debt | $ | 32,221 | $ | 3 | $ | (18 | ) | $ | 32,206 | ||||||||
Certificates of deposit | 5,390 | — | — | 5,390 | |||||||||||||
Total short-term investments | $ | 37,611 | $ | 3 | $ | (18 | ) | $ | 37,596 | ||||||||
Long-term investments: | |||||||||||||||||
Certificates of deposit | $ | 1,225 | $ | — | $ | — | $ | 1,225 | |||||||||
Total long-term investments | $ | 1,225 | $ | — | $ | — | $ | 1,225 | |||||||||
Goodwill_InProcess_Research_an1
Goodwill, In-Process Research and Development and Other Intangible Assets, Net (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Summary of Carrying Amount of Goodwill and Change in Balance | ' | ||||||||
The carrying amount of goodwill and the change in the balance for the six months ended June 30, 2014 and 2013 is as follows: | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Beginning balance | $ | 61,596 | $ | 1,190 | |||||
Additions | — | — | |||||||
Impairment | — | — | |||||||
Foreign currency translation impact | (15 | ) | — | ||||||
Ending balance | $ | 61,581 | $ | 1,190 | |||||
Summary of Carrying Value of In-Process Research and Development Assets | ' | ||||||||
The carrying value of our in-process research and development assets, which relate to the development and potential commercialization of certain acquired technologies, consisted of the following at June 30, 2014 and December 31, 2013: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
SYNERGY system technology | $ | 35,500 | $ | 35,500 | |||||
Summary of Other Intangible Assets | ' | ||||||||
Other intangible assets, net consisted of the following: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Patents | $ | 4,599 | $ | 3,754 | |||||
Purchased intangible assets | |||||||||
Tradenames | 3,700 | 3,700 | |||||||
Customer relationships | 1,800 | 1,800 | |||||||
Acquired technology rights | 7,925 | 7,925 | |||||||
18,024 | 17,179 | ||||||||
Less: Accumulated amortization – Patents | (947 | ) | (800 | ) | |||||
Less: Accumulated amortization – Purchased intangible assets | (1,067 | ) | (404 | ) | |||||
$ | 16,010 | $ | 15,975 | ||||||
Estimated Useful Lives of Intangible Assets | ' | ||||||||
Our other intangible assets are amortized using the straight-line method over their estimated useful lives as follows: | |||||||||
Patents | 15 years | ||||||||
Purchased intangible assets | |||||||||
Tradenames | 15 years | ||||||||
Customer relationships | 20 years | ||||||||
Acquired technology rights | 7 to 16 years |
Debt_Tables
Debt (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Summary of Convertible Notes and Equity Component | ' | ||||||||||||||||
The Convertible Notes and the equity component, which is recorded in additional paid-in-capital, consisted of the following: | |||||||||||||||||
June 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
(in thousands) | |||||||||||||||||
Principal amount | $ | 143,750 | $ | 143,750 | |||||||||||||
Unamortized discount | (32,901 | ) | (36,625 | ) | |||||||||||||
Net carrying amount | $ | 110,849 | $ | 107,125 | |||||||||||||
Equity component | $ | 55,038 | $ | 55,038 | |||||||||||||
Summary of Interest Expense Related to Convertible Notes | ' | ||||||||||||||||
For the three and six months ended June 30, 2014 and 2013, interest expense related to the Convertible Notes was as follows: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Stated amount at 3.5% coupon rate | $ | 1,258 | $ | 1,258 | $ | 2,516 | $ | 2,516 | |||||||||
Amortization of discount | 1,890 | 1,676 | 3,724 | 3,303 | |||||||||||||
Amortization of deferred financing costs | 101 | 90 | 200 | 176 | |||||||||||||
$ | 3,249 | $ | 3,024 | $ | 6,440 | $ | 5,995 | ||||||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Allocation of Share-Based Compensation Expense | ' | ||||||||||||||||
For the three and six months ended June 30, 2014 and 2013, we recorded share-based compensation expense as follows: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(In thousands) | |||||||||||||||||
Cost of revenues | $ | 662 | $ | 611 | $ | 1,109 | $ | 1,142 | |||||||||
Selling, general and administrative | 3,665 | 2,792 | 6,397 | 5,219 | |||||||||||||
Research and development | 2,230 | 1,526 | 3,408 | 3,016 | |||||||||||||
$ | 6,557 | $ | 4,929 | $ | 10,914 | $ | 9,377 | ||||||||||
Weighted Average Assumptions Used for Options Issued | ' | ||||||||||||||||
The following table includes the weighted average assumptions used for options issued in the three and six months ended June 30, 2014 and 2013. | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Expected volatility | 39 | % | 40 | % | 39 | % | 40 | % | |||||||||
Risk-free interest rate | 1.65 | % | 1.15 | % | 1.65 | % | 1.15 | % | |||||||||
Estimated holding period (years) | 5 | 6.25 | 5 | 6.25 | |||||||||||||
Summary of Options Granted under All Plans | ' | ||||||||||||||||
Information related to options granted under all of our plans at June 30, 2014 and activity in the six months then ended is as follows (certain amounts in U.S.$ were converted from AU$ at the then period-end spot rate): | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
(in thousands) | Exercise | Remaining | Value | ||||||||||||||
Price | Contractual Life | (in thousands) | |||||||||||||||
(Years) | |||||||||||||||||
Outstanding at December 31, 2013 | 133 | $ | 42.82 | ||||||||||||||
Granted | 7 | 88.84 | |||||||||||||||
Exercised | (24 | ) | 26.02 | ||||||||||||||
Forfeited | (1 | ) | 86.58 | ||||||||||||||
Expired | — | — | |||||||||||||||
Outstanding at June 30, 2014 | 115 | $ | 49.8 | 4.83 | $ | 4,508 | |||||||||||
Exercisable at June 30, 2014 | 94 | $ | 41.88 | 3.97 | $ | 4,382 | |||||||||||
Summary of RSU's | ' | ||||||||||||||||
Information related to RSUs at June 30, 2014 and activity in the six months then ended is as follows: | |||||||||||||||||
Number of | Weighted | Aggregate | |||||||||||||||
Units | Average | Intrinsic Value | |||||||||||||||
(in thousands) | Remaining | (in thousands) | |||||||||||||||
Contractual | |||||||||||||||||
Life | |||||||||||||||||
(Years) | |||||||||||||||||
Outstanding at December 31, 2013 | 476 | ||||||||||||||||
Granted | 315 | ||||||||||||||||
Vested/Exercised | (42 | ) | |||||||||||||||
Forfeited | (24 | ) | |||||||||||||||
Expired | — | ||||||||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Basic and Diluted Income (Loss) Per Common Share | ' | ||||||||||||||||
The following table sets forth basic and diluted income (loss) per common share for the three and six months ended June 30, 2014 and 2013 (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income (loss) | $ | 8,364 | $ | (12,934 | ) | $ | (11,080 | ) | $ | (25,893 | ) | ||||||
Denominator: | |||||||||||||||||
Basic weighted average shares outstanding | 16,989 | 16,370 | 16,962 | 15,619 | |||||||||||||
Dilutive effects of share-based awards | 316 | — | — | — | |||||||||||||
Diluted weighted-average shares outstanding | 17,305 | 16,370 | 16,962 | 15,619 | |||||||||||||
Earnings (loss) per share: | |||||||||||||||||
Basic | $ | 0.49 | $ | (0.79 | ) | $ | (0.65 | ) | $ | (1.66 | ) | ||||||
Diluted | $ | 0.48 | $ | (0.79 | ) | $ | (0.65 | ) | $ | (1.66 | ) | ||||||
Anti-Dilutive Securities Excluded from Computation of Weighted Average Shares Outstanding | ' | ||||||||||||||||
The following instruments were excluded from the calculation of diluted weighted average shares outstanding, as their effect would be anti-dilutive. | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Common shares issuable upon: | (In thousands) | ||||||||||||||||
Conversion of convertible senior notes | 1,438 | 1,438 | 1,438 | 1,438 | |||||||||||||
Exercise or vesting of share-based awards | 304 | 837 | 840 | 837 |
Business_Segment_Geographic_Ar1
Business Segment, Geographic Areas and Major Customers (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Product Sales by Geographic Location | ' | ||||||||||||||||
Product sales by geographic location were as follows: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
United States | $ | 36,945 | $ | 25,106 | $ | 70,733 | $ | 51,256 | |||||||||
Germany | 17,404 | 13,703 | 32,082 | 26,033 | |||||||||||||
International, excluding Germany | 15,782 | 12,027 | 33,788 | 22,786 | |||||||||||||
$ | 70,131 | $ | 50,836 | $ | 136,603 | $ | 100,075 | ||||||||||
Liquidity_Additional_Informati
Liquidity - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Liquidity [Abstract] | ' | ' | ' |
Cash, cash equivalents and investments | $183,900,000 | $183,900,000 | ' |
Adjustments to contingent consideration | 13,700,000 | 10,560,000 | ' |
Accumulated deficit | ($340,433,000) | ($340,433,000) | ($329,353,000) |
Balance_Sheet_Information_Addi
Balance Sheet Information - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Customer | Customer | Customer | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' | ' | ' | ' |
Percentage of account receivables by customers | 10.00% | ' | ' | 10.00% | ' | 10.00% |
Number of customers having account receivable balance | 1 | ' | ' | 1 | ' | 1 |
Percentage of accounts receivable from major customer | 14.00% | ' | ' | 14.00% | ' | 15.00% |
Allowance for returns | ' | ' | ' | $0 | ' | $0 |
Inventory held on consignment | 5,100,000 | ' | ' | 5,100,000 | ' | 4,600,000 |
Impairment charge | ' | 600,000 | 0 | 607,000 | 0 | ' |
Accrued payroll and other employee costs | 4,100,000 | ' | ' | 4,100,000 | ' | 6,600,000 |
Cost of revenue | 22,955,000 | ' | 18,866,000 | 45,870,000 | 37,646,000 | ' |
Lease liability | ' | 1,700,000 | ' | ' | ' | ' |
Remaining lease payments | ' | 500,000 | ' | ' | ' | ' |
Lease expiration year | ' | ' | ' | '2020 | ' | ' |
Research and development | 26,913,000 | ' | 24,188,000 | 59,504,000 | 46,330,000 | ' |
Selling, general and administrative | 20,948,000 | ' | 17,217,000 | 45,180,000 | 33,704,000 | ' |
CircuLite [Member] | ' | ' | ' | ' | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' | ' | ' | ' |
Aggregate severance costs | ' | 600,000 | ' | 600,000 | ' | ' |
Research and development | ' | ' | ' | 400,000 | ' | ' |
Selling, general and administrative | ' | ' | ' | 200,000 | ' | ' |
Contract termination fee | ' | 700,000 | ' | ' | ' | ' |
Product Recall Expense [Member] | ' | ' | ' | ' | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' | ' | ' | ' |
Cost of revenue | ' | ' | ' | 1,700,000 | ' | ' |
Office Equipment and Software [Member] | ' | ' | ' | ' | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' | ' | ' | ' |
Impairment charge | ' | $600,000 | ' | ' | ' | ' |
Minimum [Member] | ' | ' | ' | ' | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' | ' | ' | ' |
Maturity of limited warranty | ' | ' | ' | '1 year | ' | ' |
Maximum [Member] | ' | ' | ' | ' | ' | ' |
Condensed Balance Sheet Statements, Captions [Line Items] | ' | ' | ' | ' | ' | ' |
Maturity of limited warranty | ' | ' | ' | '2 years | ' | ' |
Balance_Sheet_Information_Summ
Balance Sheet Information - Summary of Change in Allowance for Doubtful Accounts (Detail) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Accounting Policies [Abstract] | ' | ' |
Beginning balance | $495 | $750 |
Charges (reversals) to expense | 0 | 0 |
Charge-offs | 0 | 0 |
Ending balance | $495 | $750 |
Balance_Sheet_Information_Comp
Balance Sheet Information - Components of Inventories (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw material | $23,811 | $21,761 |
Work-in-process | 9,212 | 8,206 |
Finished goods | 12,669 | 10,909 |
Inventory, total | $45,692 | $40,876 |
Balance_Sheet_Information_Summ1
Balance Sheet Information - Summary of Property, Plant and Equipment, Net (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | Machinery and Equipment [Member] | Machinery and Equipment [Member] | Machinery and Equipment [Member] | Machinery and Equipment [Member] | Leasehold Improvements [Member] | Leasehold Improvements [Member] | Leasehold Improvements [Member] | Leasehold Improvements [Member] | Office Equipment, Furniture and Fixtures [Member] | Office Equipment, Furniture and Fixtures [Member] | Office Equipment, Furniture and Fixtures [Member] | Office Equipment, Furniture and Fixtures [Member] | Purchased Software [Member] | Purchased Software [Member] | Purchased Software [Member] | Purchased Software [Member] | ||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, estimated useful lives | ' | ' | ' | ' | '1 year 6 months | '7 years | ' | ' | '3 years | '10 years | ' | ' | '5 years | '7 years | ' | ' | '1 year | '7 years |
Property, plant and equipment, gross | $37,164 | $33,272 | $20,862 | $19,790 | ' | ' | $8,564 | $7,131 | ' | ' | $1,901 | $1,294 | ' | ' | $5,837 | $5,057 | ' | ' |
Less: accumulated depreciation | -17,321 | -14,710 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, net | $19,843 | $18,562 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance_Sheet_Information_Summ2
Balance Sheet Information - Summary of Other Accrued Liabilities (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Payables And Accruals [Abstract] | ' | ' | ' | ' |
Accrued payroll and other employee costs | $9,012 | $10,840 | ' | ' |
Accrued milestone payment | ' | 5,000 | ' | ' |
Accrued material purchases | 5,655 | 4,325 | ' | ' |
Accrued warranty | 3,400 | 2,498 | 698 | 543 |
Accrued product recall costs | 3,018 | ' | ' | ' |
Accrued professional fees | 1,388 | 2,428 | ' | ' |
Accrued research and development costs | 2,656 | 2,307 | ' | ' |
Accrued restructuring costs | 2,026 | 245 | ' | ' |
Accrued VAT | 1,708 | 1,329 | ' | ' |
Other accrued expenses | 6,485 | 6,304 | ' | ' |
Total other accrued liabilities | $35,348 | $35,276 | ' | ' |
Balance_Sheet_Information_Summ3
Balance Sheet Information - Summary of Changes in Warranty Liability (Detail) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Accounting Policies [Abstract] | ' | ' |
Beginning balance | $2,498 | $543 |
Accrual for warranty expense | 1,790 | 500 |
Warranty costs incurred during the period | -888 | -345 |
Ending balance | $3,400 | $698 |
Balance_Sheet_Information_Summ4
Balance Sheet Information - Summary of Changes in Accrued Restructuring Costs (Detail) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Restructuring Cost and Reserve [Line Items] | ' |
Beginning balance | $245 |
Restructuring charges | 3,607 |
Payments | -1,752 |
Adjustments to estimated obligations | -88 |
Change in fair value | 14 |
Ending balance | 2,026 |
Facility Leases [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Beginning balance | 0 |
Restructuring charges | 2,204 |
Payments | -449 |
Adjustments to estimated obligations | -57 |
Change in fair value | 14 |
Ending balance | 1,712 |
Severance and Related [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Beginning balance | 245 |
Restructuring charges | 715 |
Payments | -615 |
Adjustments to estimated obligations | -31 |
Change in fair value | 0 |
Ending balance | 314 |
Contract Termination [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Beginning balance | 0 |
Restructuring charges | 688 |
Payments | -688 |
Change in fair value | 0 |
Ending balance | $0 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' | ' |
Transfer between level 1, Level 2, Level3 | ' | ' | ' | $0 | $0 |
Change in fair value of contingent consideration | 6,000,000 | ' | ' | 6,000,000 | ' |
Adjustments to contingent consideration | 13,700,000 | ' | ' | 10,560,000 | ' |
Impairment charge | ' | 600,000 | 0 | 607,000 | 0 |
Performance Milestone Goal [Member] | ' | ' | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' | ' |
Change in fair value of contingent consideration | $16,600,000 | ' | ' | $16,600,000 | ' |
Minimum [Member] | World Heart Corporation [Member] | ' | ' | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' | ' |
Period for royalty payment obligations | ' | ' | ' | '3 years | ' |
Maximum [Member] | World Heart Corporation [Member] | ' | ' | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' | ' |
Period for royalty payment obligations | ' | ' | ' | '17 years | ' |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value of Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Short-term investments | $36,104 | $37,596 |
Convertible senior notes | 110,849 | 107,125 |
Contingent consideration | 56,440 | 67,000 |
Level 1 [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Convertible senior notes | 0 | 0 |
Contingent consideration | 0 | 0 |
Royalties | 0 | 0 |
Lease exit costs | 0 | ' |
Level 2 [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Short-term investments | 36,104 | 37,596 |
Long-term investments | 1,225 | 1,225 |
Convertible senior notes | 168,323 | 174,117 |
Contingent consideration | 0 | 0 |
Royalties | 0 | 0 |
Lease exit costs | 0 | ' |
Level 3 [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Convertible senior notes | 0 | 0 |
Contingent consideration | 56,440 | 67,000 |
Royalties | 965 | 999 |
Lease exit costs | 1,466 | ' |
Carrying Value [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Short-term investments | 36,104 | 37,596 |
Long-term investments | 1,225 | 1,225 |
Convertible senior notes | 110,849 | 107,125 |
Contingent consideration | 56,440 | 67,000 |
Royalties | 965 | 999 |
Lease exit costs | 1,466 | ' |
Fair Value [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Short-term investments | 36,104 | 37,596 |
Long-term investments | 1,225 | 1,225 |
Convertible senior notes | 168,323 | 174,117 |
Contingent consideration | 56,440 | 67,000 |
Royalties | 965 | 999 |
Lease exit costs | 1,466 | ' |
Fair Value [Member] | Level 3 [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Contingent consideration | 56,440 | ' |
Royalties | 965 | ' |
Lease exit costs | $1,466 | ' |
Fair_Value_Measurements_Summar
Fair Value Measurements - Summary of Change in Fair Value of Contingent Consideration as Determined by Level 3 Inputs (Detail) (USD $) | 3 Months Ended | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Beginning balance | ' | $67,000 |
Change in fair value | -13,700 | -10,560 |
Ending balance | 56,440 | 56,440 |
Level 3 [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Beginning balance | ' | 67,000 |
Payments | ' | ' |
Change in fair value | ' | -10,560 |
Ending balance | $56,440 | $56,440 |
Fair_Value_Measurements_Summar1
Fair Value Measurements - Summary of Change in Fair Value of Royalties as Determined by Level 3 Inputs (Detail) (Level 3 [Member], USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Level 3 [Member] | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Beginning balance | $999 |
Payments | -70 |
Change in fair value | 36 |
Ending balance | $965 |
Fair_Value_Measurements_Summar2
Fair Value Measurements - Summary of Change in Fair Value of Lease Exit Costs as Determined by Level 3 Inputs (Detail) (Level 3 [Member], USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Level 3 [Member] | ' |
Fair Value Assets Measured On Recurring and Nonrecurring Basis [Line Items] | ' |
Beginning balance | $0 |
Accruals | 1,676 |
Payments | -224 |
Change in fair value | 14 |
Ending balance | $1,466 |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Quantitative Information for Level 3 Fair Value Measurements (Detail) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' | ' |
Contingent consideration | $56,440 | $67,000 |
Fair Value [Member] | ' | ' |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' | ' |
Contingent consideration | 56,440 | 67,000 |
Royalties | 965 | 999 |
Lease exit costs | 1,466 | ' |
Level 3 [Member] | ' | ' |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' | ' |
Contingent consideration | 56,440 | 67,000 |
Royalties | 965 | 999 |
Sublease rate | 26.5 | ' |
Lease exit costs | 1,466 | ' |
Discount rate | 3.50% | ' |
Level 3 [Member] | Fair Value [Member] | ' | ' |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' | ' |
Contingent consideration | 56,440 | ' |
Royalties | 965 | ' |
Lease exit costs | $1,466 | ' |
Level 3 [Member] | Contingent Consideration [Member] | Minimum [Member] | ' | ' |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' | ' |
Discount rate | 20.00% | ' |
Probability of occurrence | 0.00% | ' |
Level 3 [Member] | Contingent Consideration [Member] | Minimum [Member] | Probability Weighted Income Approach [Member] | ' | ' |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' | ' |
Milestone dates | '2019 | ' |
Level 3 [Member] | Contingent Consideration [Member] | Maximum [Member] | ' | ' |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' | ' |
Discount rate | 24.00% | ' |
Probability of occurrence | 100.00% | ' |
Level 3 [Member] | Contingent Consideration [Member] | Maximum [Member] | Probability Weighted Income Approach [Member] | ' | ' |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' | ' |
Milestone dates | '2022 | ' |
Level 3 [Member] | Royalties [Member] | Minimum [Member] | Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' | ' |
Discount rate | 4.80% | ' |
Level 3 [Member] | Royalties [Member] | Maximum [Member] | Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' | ' |
Discount rate | 7.80% | ' |
Level 3 [Member] | Lease Exit Costs [Member] | Discounted Cash Flow [Member] | ' | ' |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' | ' |
Sublease start date | 'November 2015 | ' |
Investments_Additional_Informa
Investments - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | |
Short-Term Investments [Member] | Short-Term Investments [Member] | Long-Term Investments [Member] | Long-Term Investments [Member] | ||||||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment maturity date description | ' | ' | ' | ' | ' | 'Less than twenty-four months | 'Less than twenty-four months | 'Within thirty-six months | 'Within thirty-six months |
Realized gains (losses) on investments | $0 | $0 | $0 | $0 | ' | ' | ' | ' | ' |
Available-for-sale investments in a continuous loss position for more than twelve months | $0 | ' | $0 | ' | $0 | ' | ' | ' | ' |
Investments_Summary_of_Amortiz
Investments - Summary of Amortized Cost and Fair Value of Investments (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Short-Term Investments [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost Basis | $36,146 | $37,611 |
Gross Unrealized Gains | 17 | 3 |
Gross Unrealized Losses | -59 | -18 |
Aggregate Fair Value | 36,104 | 37,596 |
Short-Term Investments [Member] | Corporate Debt [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost Basis | 29,286 | 32,221 |
Gross Unrealized Gains | 17 | 3 |
Gross Unrealized Losses | -59 | -18 |
Aggregate Fair Value | 29,244 | 32,206 |
Short-Term Investments [Member] | Certificates of Deposit [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost Basis | 6,860 | 5,390 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Aggregate Fair Value | 6,860 | 5,390 |
Long-Term Investments [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost Basis | 1,225 | 1,225 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Aggregate Fair Value | 1,225 | 1,225 |
Long-Term Investments [Member] | Certificates of Deposit [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost Basis | 1,225 | 1,225 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Aggregate Fair Value | $1,225 | $1,225 |
Goodwill_InProcess_Research_an2
Goodwill, In-Process Research and Development and Other Intangible Assets, Net - Summary of Carrying Amount of Goodwill and Change in Balance (Detail) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Intangible Liability Disclosure [Abstract] | ' | ' |
Beginning balance | $61,596 | $1,190 |
Additions | ' | ' |
Impairment | ' | ' |
Foreign currency translation impact | -15 | ' |
Ending balance | $61,581 | $1,190 |
Goodwill_InProcess_Research_an3
Goodwill, In-Process Research and Development and Other Intangible Assets, Net - Summary of Carrying Value of In-Process Research and Development Assets (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Intangible Liability Disclosure [Abstract] | ' | ' |
Carrying value of in-process research and development assets | $35,500 | $35,500 |
Goodwill_InProcess_Research_an4
Goodwill, In-Process Research and Development and Other Intangible Assets, Net - Summary of Other Intangible Assets (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Other intangible assets | $18,024 | $17,179 |
Other intangible assets, net | 16,010 | 15,975 |
Patents [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Other intangible assets | 4,599 | 3,754 |
Less: Accumulated amortization | -947 | -800 |
Tradenames [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Other intangible assets | 3,700 | 3,700 |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Other intangible assets | 1,800 | 1,800 |
Acquired Technology Rights [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Other intangible assets | 7,925 | 7,925 |
Purchased Intangible Assets [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Less: Accumulated amortization | ($1,067) | ($404) |
Goodwill_InProcess_Research_an5
Goodwill, In-Process Research and Development and Other Intangible Assets, Net - Estimated Useful Lives of Intangible Assets (Detail) | 6 Months Ended |
Jun. 30, 2014 | |
Patents [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Estimated useful lives | '15 years |
Tradenames [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Estimated useful lives | '15 years |
Customer Relationships [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Estimated useful lives | '20 years |
Minimum [Member] | Acquired Technology Rights [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Estimated useful lives | '7 years |
Maximum [Member] | Acquired Technology Rights [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Estimated useful lives | '16 years |
Goodwill_InProcess_Research_an6
Goodwill, In-Process Research and Development and Other Intangible Assets, Net - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Amortization expense | $400 | $100 | $810 | $246 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 6 Months Ended | |||
Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 15, 2010 | |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Maturity of convertible and promissory notes | 15-Dec-17 | ' | ' | ' |
Interest of convertible notes | 3.50% | ' | ' | 3.50% |
Aggregate principal amount of convertible senior notes | $143,750,000 | $143,750,000 | ' | $143,750,000 |
Payable semi-annually in arrear | 'June 15 and December 15 | ' | ' | ' |
Conversion of shares | 10 | ' | ' | ' |
Principal amount of Convertible Notes | 1,000 | ' | ' | ' |
Initial conversion price | $100 | ' | ' | ' |
Principal amount of the Convertible Notes part of repurchase price | 100.00% | ' | ' | ' |
Principal amount of Convertible Notes part of owners | 25.00% | ' | ' | ' |
Coupon rate | 3.50% | ' | 3.50% | ' |
Effective interest rate on debt borrowing | 12.50% | ' | ' | ' |
Number of shares issuable upon conversion of the Convertible Notes | 1,437,500 | ' | ' | ' |
Convertible value of instrument for convertible debt | 127,200,000 | ' | ' | ' |
Fair value of Convertible Notes | $168,300,000 | ' | ' | ' |
Common Shares [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Closing price | $88.50 | ' | ' | ' |
Debt_Summary_of_Convertible_No
Debt - Summary of Convertible Notes and Equity Component (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 15, 2010 |
In Thousands, unless otherwise specified | |||
Debt Disclosure [Abstract] | ' | ' | ' |
Principal amount | $143,750 | $143,750 | $143,750 |
Unamortized discount | -32,901 | -36,625 | ' |
Net carrying amount | 110,849 | 107,125 | ' |
Equity component | $55,038 | $55,038 | ' |
Debt_Summary_of_Interest_Expen
Debt - Summary of Interest Expense Related to Convertible Notes (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Debt Disclosure [Abstract] | ' | ' | ' | ' |
Stated amount at 3.5% coupon rate | $1,258 | $1,258 | $2,516 | $2,516 |
Amortization of discount | 1,890 | 1,676 | 3,724 | 3,303 |
Amortization of deferred financing costs | 101 | 90 | 200 | 176 |
Convertible Notes interest expense, Net | $3,249 | $3,024 | $6,440 | $5,995 |
Debt_Summary_of_Interest_Expen1
Debt - Summary of Interest Expense Related to Convertible Notes (Parenthetical) (Detail) | Jun. 30, 2014 | Jun. 30, 2013 |
Debt Disclosure [Abstract] | ' | ' |
Coupon rate | 3.50% | 3.50% |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | ||||||
Mar. 18, 2013 | Mar. 13, 2013 | Mar. 12, 2013 | Jan. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jan. 30, 2014 | |
Patents [Member] | CircuLite [Member] | CircuLite [Member] | ||||||||
Schedule Of Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares offered under Underwriting Agreement | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' |
Net sales price, per share | ' | ' | $81.91 | ' | ' | ' | ' | ' | ' | ' |
Offering price, per share | ' | ' | $86.45 | ' | ' | ' | ' | ' | ' | ' |
Additional shares offered under Underwriting Agreement | ' | 225,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock pursuant to public offering, net of offering costs | $141,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shelf registration statement expiration date | ' | ' | ' | ' | 9-Dec-13 | ' | ' | ' | ' | ' |
Shares registered for issuance for acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | 530,816 |
Shares reserved in connection with future contingent milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | 248,872 | ' |
Additional acquired technology rights | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' |
Accrued milestone payment | ' | ' | ' | ' | ' | ' | $5,000,000 | ' | ' | ' |
Common stock issued to settle liability | ' | ' | ' | 50,330 | ' | ' | ' | ' | ' | ' |
Common stock issued upon the exercise of stock options | ' | ' | ' | ' | 23,571 | 68,207 | ' | ' | ' | ' |
Common stock upon the vesting of restricted stock units | ' | ' | ' | ' | 42,088 | 21,661 | ' | ' | ' | ' |
ShareBased_Compensation_Alloca
Share-Based Compensation - Allocation of Share-Based Compensation Expense (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Recorded share-based compensation expense | $6,557 | $4,929 | $10,914 | $9,377 |
Cost of Revenues [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Recorded share-based compensation expense | 662 | 611 | 1,109 | 1,142 |
Selling, General and Administrative [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Recorded share-based compensation expense | 3,665 | 2,792 | 6,397 | 5,219 |
Research and Development [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Recorded share-based compensation expense | $2,230 | $1,526 | $3,408 | $3,016 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 6 Months Ended | 6 Months Ended | 0 Months Ended | ||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | 31-May-12 | 31-May-12 | Jun. 30, 2014 | |
Exercise or Vesting of Share-Based Awards [Member] | Exercise or Vesting of Share-Based Awards [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | 2012 Plan Award [Member] | 2012 Plan Award [Member] | Full Value Awards [Member] | Performance-Based Unit (PSUs) [Member] | ||||
Minimum [Member] | Maximum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock reserved for issuance under 2012 incentive award plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,375,000 | 1,275,000 | ' |
Share issued upon vesting of Awards | 23,571 | 68,207 | ' | ' | ' | ' | ' | ' | ' | 72,834 | ' | ' | ' |
Stock options issued | 7,000 | ' | ' | ' | ' | ' | ' | ' | ' | 561,322 | ' | ' | ' |
Stock options outstanding | 115,000 | ' | 133,000 | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' |
Performance based option vesting period | ' | ' | ' | '4 years | ' | ' | ' | '3 years | '4 years | ' | ' | ' | ' |
Option expiry period | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average grant date fair value per share option | $32.41 | $38.51 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate Intrinsic value options | ' | ' | ' | $1,600,000 | $4,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash received from options exercised | 613,000 | 1,704,000 | ' | 600,000 | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense related to non-vested option awards | ' | ' | ' | 400,000 | ' | 38,700,000 | ' | ' | ' | ' | ' | ' | ' |
Recognized over a weighted average period | ' | ' | ' | '1 year 1 month 6 days | ' | '1 year 7 months 6 days | ' | ' | ' | ' | ' | ' | ' |
Contingent right to receive share of common stock | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' |
RSU's outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29,605 |
Restricted stock units vested intrinsic value | ' | ' | ' | ' | ' | $4,000,000 | $2,000,000 | ' | ' | ' | ' | ' | ' |
Weighted average grant date fair value per share other than option | ' | ' | ' | ' | ' | $100.57 | $92.07 | ' | ' | ' | ' | ' | ' |
ShareBased_Compensation_Weight
Share-Based Compensation - Weighted Average Assumptions Used for Options Issued (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' | ' |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility | 39.00% | 40.00% | 39.00% | 40.00% |
Risk-free interest rate | 1.65% | 1.15% | 1.65% | 1.15% |
Estimated holding period (years) | '5 years | '6 years 3 months | '5 years | '6 years 3 months |
ShareBased_Compensation_Summar
Share-Based Compensation - Summary of Options Granted under All Plans (Detail) (USD $) | 6 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Number of Options | ' | ' |
Outstanding, Beginning Balance | 133,000 | ' |
Granted | 7,000 | ' |
Exercised | -23,571 | -68,207 |
Forfeited | -1,000 | ' |
Outstanding, Ending Balance | 115,000 | ' |
Exercisable, Ending Balance | 94,000 | ' |
Weighted Average Exercise Price | ' | ' |
Outstanding, Beginning Balance | $42.82 | ' |
Granted | $88.84 | ' |
Exercised | $26.02 | ' |
Forfeited | $86.58 | ' |
Outstanding, Ending Balance | $49.80 | ' |
Exercisable, Ending Balance | $41.88 | ' |
Weighted Average Remaining Contractual Life | ' | ' |
Outstanding, Ending Balance | '4 years 9 months 29 days | ' |
Exercisable, Ending Balance | '3 years 11 months 19 days | ' |
Aggregate Intrinsic Value | ' | ' |
Outstanding, Ending Balance | $4,508 | ' |
Exercisable, Ending Balance | $4,382 | ' |
ShareBased_Compensation_Summar1
Share-Based Compensation - Summary of RSU's (Detail) (USD $) | 6 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Number of Restricted Stock Units | ' | ' |
Vested/Exercised | -42,088 | -21,661 |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Number of Restricted Stock Units | ' | ' |
Outstanding, Beginning Balance | 476,000 | ' |
Granted | 315,000 | ' |
Vested/Exercised | -42,000 | ' |
Forfeited | -24,000 | ' |
Expired | 0 | ' |
Outstanding, Ending Balance | 725,000 | ' |
Weighted Average Remaining Contractual Life | ' | ' |
Outstanding, Ending Balance | '1 year 7 months 21 days | ' |
Aggregate Intrinsic Value | ' | ' |
Outstanding, Ending Balance | 64,168 | ' |
Earnings_Per_Share_Basic_and_D
Earnings Per Share - Basic and Diluted Income (Loss) Per Common Share (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Numerator: | ' | ' | ' | ' |
Net income (loss) | $8,364 | ($12,934) | ($11,080) | ($25,893) |
Denominator: | ' | ' | ' | ' |
Basic weighted average shares outstanding | 16,989 | 16,370 | 16,962 | 15,619 |
Dilutive effects of share-based awards | 316 | 0 | 0 | 0 |
Diluted weighted-average shares outstanding | 17,305 | 16,370 | 16,962 | 15,619 |
Earnings (loss) per share: | ' | ' | ' | ' |
Basic | $0.49 | ($0.79) | ($0.65) | ($1.66) |
Diluted | $0.48 | ($0.79) | ($0.65) | ($1.66) |
Earnings_Per_Share_AntiDilutiv
Earnings Per Share - Anti-Dilutive Securities Excluded from Computation of Weighted Average Shares Outstanding (Detail) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Conversion of Convertible Senior Notes [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities excluded | 1,438 | 1,438 | 1,438 | 1,438 |
Exercise or Vesting of Share-Based Awards [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities excluded | 304 | 837 | 840 | 837 |
Business_Segment_Geographic_Ar2
Business Segment, Geographic Areas and Major Customers - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Customer | Customer | Customer | Customer | |
Segment | ||||
Segment Reporting [Abstract] | ' | ' | ' | ' |
Number of reportable segments | ' | ' | 1 | ' |
Number of customers exceeding ten percent of sales | 0 | 0 | 0 | 0 |
Percentage of minimum product sales | 10.00% | 10.00% | 10.00% | 10.00% |
Business_Segment_Geographic_Ar3
Business Segment, Geographic Areas and Major Customers - Product Sales by Geographic Location (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenue, net | $70,131 | $50,836 | $136,603 | $100,075 |
United States [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenue, net | 36,945 | 25,106 | 70,733 | 51,256 |
Germany [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenue, net | 17,404 | 13,703 | 32,082 | 26,033 |
International, Excluding Germany [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenue, net | $15,782 | $12,027 | $33,788 | $22,786 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Milestone | ||
Commitments And Contingencies Disclosure [Abstract] | ' | ' |
Purchase order commitments | 'Approximately $41.0 million | ' |
Purchase order commitments | $41,000,000 | ' |
Maximum period for purchase order commitments | '1 year | ' |
Number of milestones | 6 | ' |
Performance milestone payment term | '10 years | ' |
Aggregate milestone payments | 320,000,000 | ' |
Contingent consideration | $56,440,000 | $67,000,000 |