Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 30, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | htwr | |
Entity Registrant Name | HeartWare International, Inc. | |
Entity Central Index Key | 1,389,072 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 17,300,387 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 181,222 | $ 102,946 |
Short-term investments | 69,574 | 75,535 |
Accounts receivable, net | 35,648 | 38,041 |
Inventories | 50,571 | 54,046 |
Prepaid expenses and other current assets | 6,276 | 5,975 |
Total current assets | 343,291 | 276,543 |
Property, plant and equipment, net | 17,005 | 19,036 |
Goodwill | 61,254 | 61,390 |
In-process research and development | 32,850 | 32,850 |
Other intangible assets, net | 17,594 | 17,807 |
Deferred financing costs, net | 4,316 | 1,552 |
Long-term investments and other assets | 14,340 | 14,635 |
Total assets | 490,650 | 423,813 |
Current liabilities: | ||
Accounts payable | 11,071 | 13,322 |
Other accrued liabilities | 32,416 | 36,589 |
Total current liabilities | 43,487 | 49,911 |
Convertible senior notes, net | 186,565 | 114,803 |
Contingent liabilities - See Note 4 | 48,080 | 43,740 |
Other long-term liabilities | $ 4,743 | $ 6,825 |
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, 2015 and December 31, 2014 | ||
Common stock - $.001 par value; 50,000 and 25,000 shares authorized at June 30, 2015 and December 31, 2014, respectively; 17,291 and 17,156 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | $ 17 | $ 17 |
Additional paid-in capital | 607,077 | 565,609 |
Accumulated deficit | (390,647) | (348,719) |
Accumulated other comprehensive loss: | ||
Cumulative translation adjustments | (8,519) | (8,112) |
Unrealized loss on investments | (153) | (261) |
Total accumulated other comprehensive loss | (8,672) | (8,373) |
Total stockholders' equity | 207,775 | 208,534 |
Total liabilities and stockholders' equity | $ 490,650 | $ 423,813 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 25,000,000 |
Common stock, shares issued | 17,291,000 | 17,156,000 |
Common stock, shares outstanding | 17,291,000 | 17,156,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 73,569 | $ 70,131 | $ 143,590 | $ 136,603 |
Cost of revenue | 25,228 | 22,955 | 47,268 | 45,870 |
Gross profit | 48,341 | 47,176 | 96,322 | 90,733 |
Operating expenses: | ||||
Selling, general and administrative | 22,247 | 20,948 | 44,176 | 45,180 |
Research and development | 31,702 | 26,913 | 62,969 | 59,504 |
Change in fair value of contingent consideration | 2,240 | (13,700) | 4,340 | (10,560) |
Total operating expenses | 56,189 | 34,161 | 111,485 | 94,124 |
(Loss) income from operations | (7,848) | 13,015 | (15,163) | (3,391) |
Other income (expense): | ||||
Foreign exchange gain (loss) | 757 | 18 | (2,941) | 191 |
Interest expense | (3,543) | (3,251) | (6,980) | (6,447) |
Investment income, net | 135 | 199 | 281 | 406 |
Loss on extinguishment of long-term debt | (16,588) | (16,588) | ||
Other, net | (1,264) | (1,264) | ||
(Loss) income before income taxes | (27,087) | 8,717 | (41,391) | (10,505) |
Provision for income taxes | 306 | 353 | 537 | 575 |
Net (loss) income | $ (27,393) | $ 8,364 | $ (41,928) | $ (11,080) |
Net (loss) income per common share: | $ 0 | $ 0 | $ 0 | $ 0 |
Basic | (1.59) | 0.49 | (2.43) | (0.65) |
Diluted | $ (1.59) | $ 0.48 | $ (2.43) | $ (0.65) |
Weighted average shares outstanding: | ||||
Basic | 17,269 | 16,989 | 17,232 | 16,962 |
Diluted | 17,269 | 17,305 | 17,232 | 16,962 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (27,393) | $ 8,364 | $ (41,928) | $ (11,080) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments | (247) | (328) | (407) | (568) |
Unrealized (loss) gain on investments | (12) | (59) | 108 | (26) |
Comprehensive (loss) income | $ (27,652) | $ 7,977 | $ (42,227) | $ (11,674) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - 6 months ended Jun. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | Common Shares [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning balance at Dec. 31, 2014 | $ 208,534 | $ 17 | $ 565,609 | $ (348,719) | $ (8,373) |
Beginning balance, Shares at Dec. 31, 2014 | 17,156 | ||||
Issuance of common stock in connection with an intellectual property agreement | 2,000 | 2,000 | |||
Issuance of common stock in connection with an intellectual property agreement, Shares | 26 | ||||
Issuance of common stock pursuant to share-based awards | 31 | 31 | |||
Issuance of common stock pursuant to share-based awards, Shares | 109 | ||||
Settlement of conversion feature on convertible debt exchanged | (19,467) | (19,467) | |||
Allocation of fair value of equity component of convertible debt | $ 47,400 | $ 47,400 | |||
Allocation of fair value of equity component of convertible debt, Share | 0 | 0 | 0 | 0 | 0 |
Allocation of pro-rata portion of convertible debt issuance costs to the equity component of convertible debt | $ (1,218) | $ (1,218) | |||
Allocation of pro-rata portion of convertible debt issuance costs to the equity component of convertible debt, Share | 0 | 0 | 0 | 0 | 0 |
Share-based compensation | $ 12,722 | $ 12,722 | |||
Net loss | (41,928) | $ (41,928) | |||
Other comprehensive loss | (299) | $ (299) | |||
Ending balance at Jun. 30, 2015 | $ 207,775 | $ 17 | $ 607,077 | $ (390,647) | $ (8,672) |
Ending balance, Shares at Jun. 30, 2015 | 17,291 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2015 |
Common Shares, par value | $ 0.001 |
Common Shares [Member] | |
Common Shares, par value | $ 0.001 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (41,928,000) | $ (11,080,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property, plant and equipment | 3,377,000 | 3,208,000 |
Amortization of intangible assets | 1,020,000 | 810,000 |
Impairment of fixed assets | 1,118,000 | 607,000 |
Share-based compensation expense | 12,722,000 | 10,914,000 |
Amortization of premium on investments | 579,000 | 326,000 |
Amortization of discount on convertible senior notes | 4,193,000 | 3,724,000 |
Amortization of deferred financing costs | 242,000 | 200,000 |
Change in fair value of contingent consideration | 4,340,000 | (10,560,000) |
Loss on extinguishment of long-term debt | 16,588,000 | |
Other | 2,000 | 1,305,000 |
Change in operating assets and liabilities: | ||
Accounts receivable | 1,199,000 | (8,494,000) |
Inventories | 1,516,000 | (5,559,000) |
Prepaid expenses and other current assets | (433,000) | 2,912,000 |
Accounts payable | (2,400,000) | (6,102,000) |
Accrued interest on convertible senior notes | 324,000 | |
Other accrued liabilities | (4,882,000) | 5,416,000 |
Other long-term liabilities | (78,000) | 86,000 |
Net cash used in operating activities | (2,501,000) | (12,287,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of investments | (16,225,000) | (13,485,000) |
Maturities of investments | 21,715,000 | 14,625,000 |
Additions to property, plant and equipment, net | (2,136,000) | (4,453,000) |
Additions to patents | (806,000) | (845,000) |
Cash received from security deposits | 294,000 | |
Net cash provided by (used in) investing activities | 2,842,000 | (4,158,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of convertible debt | 79,901,000 | |
Payment of convertible debt issuance costs | (4,261,000) | |
Repayment of convertible debt | (12,000) | |
Proceeds from exercise of stock options | 31,000 | 613,000 |
Net cash provided by financing activities | 75,659,000 | 613,000 |
Effect of exchange rate changes on cash and cash equivalents | 2,276,000 | (453,000) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 78,276,000 | (16,285,000) |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 102,946,000 | 162,880,000 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | $ 181,222,000 | $ 146,595,000 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [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 U.S. GAAP 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, 2014. The accompanying condensed consolidated balance sheet as of December 31, 2014 has been derived from our audited financial statements. The unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2015 and cash flows for the six months ended June 30, 2015 are not necessarily indicative of the results to be expected for any future period or for the year ending December 31, 2015. 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. New Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs for financial statements that have not been previously issued. ASU 2015-03 should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The adoption of ASU No. 2015-03 will result in the reclassification of debt issuance costs currently classified in long-term assets to be offset against the carrying value of our convertible notes. Based on the amount of debt issuance costs included in long-term assets as of June 30, 2015, the adoption of ASU 2015-03 is not expected to have a material effect on our consolidated financial position, results of operations or cash flows. |
Liquidity
Liquidity | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Liquidity | Note 2. Liquidity We have funded our operations primarily through product revenue, the issuance of shares of our common stock and the issuance of convertible notes. At June 30, 2015, we had approximately $252.0 million of cash, cash equivalents and available-for-sale investments. Our cash, cash equivalents and available-for-sale 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, acquisition of and investment in third-party technologies as well as for general working capital. We believe our cash, cash equivalents and available-for-sale 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 accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. We have incurred substantial losses from operations since our inception, and losses have continued through June 30, 2015. At June 30, 2015, we had an accumulated deficit of approximately $390.6 million. |
Balance Sheet Information
Balance Sheet Information | 6 Months Ended |
Jun. 30, 2015 | |
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 ® 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, 2015 and 2014: 2015 2014 (in thousands) Beginning balance $ 671 $ 495 Reversal of expense (41 ) — Charge-offs — — Ending balance $ 630 $ 495 As of and for the three months ended June 30, 2015, we recorded customer sales allowances totaling $72,000. At December 31, 2014, we did not maintain a sales allowance. Inventories Components of inventories are as follows: June 30, December 31, 2015 2014 (in thousands) Raw material $ 27,474 $ 28,688 Work-in-process 11,408 10,240 Finished goods 11,689 15,118 $ 50,571 $ 54,046 Finished goods inventories includes inventory held on consignment at customer sites of approximately $7.0 million at June 30, 2015 and $5.8 million at December 31, 2014. Property, Plant and Equipment, Net Property, plant and equipment, net consists of the following: Estimated June 30, December 31, Useful Lives 2015 2014 (in thousands) Machinery and equipment 1.5 to 7 years $ 21,729 $ 21,279 Leasehold improvements 3 to 10 years 8,881 9,070 Office equipment, furniture and fixtures 5 to 7 years 2,099 2,206 Purchased software 1 to 7 years 6,890 6,474 39,599 39,029 Less: accumulated depreciation (22,594 ) (19,993 ) $ 17,005 $ 19,036 In the first quarter of 2015, we ceased activities at our facility in Aachen, Germany. We recorded an impairment charge of $1.1 million related to leasehold improvements and equipment at the facility upon their discontinued use. This amount is included in research and development expenses in our condensed consolidated statements of operations. In the first quarter of 2014, we ceased activities at our facility in Teaneck, New Jersey. We recorded an impairment charge of $0.6 million related to office equipment and software at the facility upon their discontinued use. This amount is included in selling, general and administrative expenses in our condensed consolidated statements of operations. Long-Term Investment In October 2013, we invested $10 million in an early-stage, privately-held company focused on the development of novel, minimally invasive heart therapies in the form of a convertible promissory note with an interest rate of 6% per annum (the “2013 Note”). Pursuant to the terms of the 2013 Note, on October 7, 2014 (the maturity date), the privately held company elected to convert all unpaid principal and interest on the 2013 Note (less applicable taxes) into shares of its preferred stock. This investment is carried at cost and is included in long-term investments and other assets on our condensed consolidated balance sheets. The carrying value of this investment was $10.5 million at June 30, 2015 and December 31, 2014. The fair value of this investment has not been estimated as of June 30, 2015 and December 31, 2014. As of June 30, 2015, the investee company had limited liquidity and is in the process of raising additional capital to continue its operations. However, there can be no assurance this effort will be successful or that the investee company will be able to raise a sufficient amount of capital to conduct their operations at a level that would allow for commercial development of their products. We considered determination of the fair value of this investment to be impracticable as it represents an equity interest in an early-stage, privately-held company. We believe there have been no significant events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. Events may occur or information may become available, including the inability of the investee company to raise sufficient additional capital, that could require us to write-off all or a portion of this asset, which could have a material adverse effect on our consolidated results of operations. On July 10, 2015, we invested an additional $5 million in this entity in the form of a convertible promissory note (the “2015 Note”). Principal and interest at a rate equal to 6% per annum is due and payable at maturity. Maturity occurs at the earlier of two years or the occurrence of certain events defined in the 2015 Note, including an event of default or a change in control. Principal and interest on the 2015 Note are repayable, at the option of the issuer, in cash or shares of the most recently issued series of preferred stock or a comparable newly issued series of preferred stock. Other Accrued Liabilities Other accrued liabilities consist of the following: June 30, December 31, 2015 2014 (in thousands) Accrued payroll and other employee costs $ 10,601 $ 13,404 Accrued warranty 5,401 4,685 Accrued material purchases 2,643 4,284 Accrued research and development costs 3,464 2,663 Other accrued expenses 10,307 11,553 $ 32,416 $ 36,589 Accrued payroll and other employee costs Accrued payroll and other employee costs included estimated year-end employee bonuses of approximately $4.9 million and $7.9 million at June 30, 2015 and December 31, 2014, 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 in our condensed consolidated statements of operations. Factors that affect the 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 the change in our warranty liability for the six months ended June 30, 2015 and 2014: 2015 2014 (in thousands) Beginning balance $ 4,685 $ 2,498 Accrual for warranty expense 2,097 1,790 Warranty costs incurred during the period (1,381 ) (888 ) Ending balance $ 5,401 $ 3,400 The accrual for warranty expense in the six months ended June 30, 2014 reflected an anticipated increase in battery returns as a result of a field safety corrective action in April 2014, following an observed increase in complaints related to earlier-than-expected battery depletion and routine battery handling. The Company 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 as of June 30, 2014 to account for an anticipated higher level of battery returns likely to be associated with increased battery performance awareness. Accrued Product Recall Costs 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. The following table summarizes the change in product recall liability for the six months ended June 30, 2015 and 2014: 2015 2014 (in thousands) Beginning balance $ 1,888 $ — Accrual for recall costs 470 3,018 Recall costs incurred during the period (1,746 ) — Ending balance $ 612 $ 3,018 During the three months ended June 30, 2014, we established a $3.0 million reserve in connection with our voluntary recall of certain older batteries. Subsequently, through March 31, 2015 we increased our recall estimates by approximately $0.7 million based upon our exchange experience. The recall was implemented to mitigate the potential risks associated with premature battery depletion following our April 2014 field action, which provided information to assist patients and clinicians with monitoring battery performance, recognizing abnormal behaviors and reinforcing proper power management of the HVAD System. We anticipate completing this recall during the third quarter of 2015. The reserve for this recall was $0.1 million as of June 30, 2015. In December 2014, we established a $1.3 million reserve in connection with our voluntary recall of certain older controllers which did not incorporate later design changes implemented to mitigate susceptibility to electrostatic discharge. We increased the total estimated cost of the field action by approximately $0.4 million during the three months ended March 31, 2015 based upon our exchange experience. We anticipate completing this recall by the end of 2015. The reserve for this recall was $0.5 million as of June 30, 2015. Accrued Restructuring Costs The following table summarizes changes in our accrued restructuring costs for the six months ended June 30, 2015: Facility Leases Severance and Contract Total (in thousands) Beginning balance $ 1,266 $ — $ — $ 1,266 Restructuring charges 139 598 340 1,077 Payments (514 ) (598 ) (340 ) (1,452 ) Adjustments to estimated obligations 402 — — 402 Change in fair value 20 — — 20 Ending balance $ 1,313 $ — $ — $ 1,313 The restructuring obligations reflected above resulted from the following actions: Facility Closures In the first quarter of 2015, we ceased activities at our facility in Aachen, Germany, which was subject to an operating lease that runs through October 2017. In connection with this action, we recorded a $0.1 million charge equal to the lease termination payment that was negotiated with the landlord. This amount is included in research and development expenses in our condensed consolidated statements of operations. In the first quarter of 2014, we ceased the use of CircuLite’s former headquarters in Teaneck, New Jersey, which is 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. In the first quarter of 2015, this liability was increased by $0.5 million as a result of a change in our estimated sublease start date ( see 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. This amount is included in selling, general and administrative expenses in our condensed consolidated statements of operations. Severance Agreements In the first quarter of 2015, we incurred severance costs aggregating $0.6 million in connection with our decision to cease activities at our facility in Aachen, Germany. This amount is included in research and development expenses in our condensed consolidated statements of operations. In the first quarter of 2014, we incurred various costs related to the integration of CircuLite’s operations, including severance costs aggregating $0.6 million. We recorded $0.4 million in research and development expenses and the remaining $0.2 million in selling, general and administrative expenses in our condensed consolidated statements of operations. Contract Termination As a result of our decision to cease activities at our facility in Aachen, Germany, we terminated supply agreements with vendors for the purchase of supplies. In connection with the termination of these supply agreements, we recorded a charge of $0.3 million in the first quarter of 2015, which is included in research and development expenses in our condensed consolidated statements of operations. As a result of 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 SYNERGY components supplier in Germany. As a result of this termination, we recorded a charge of $0.7 million in the first quarter of 2014, which is included in research and development expenses in our consolidated statements of operations. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4. Fair Value Measurements FASB ASC 820 – Fair Value Measurements and Disclosures, 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, 2015 or 2014. 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, 2015 and December 31, 2014 and are carried at fair value. The following tables represent 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 Value Value Level 1 Level 2 Level 3 (in thousands) As of June 30, 2015 Assets Short-term investments $ 69,574 $ 69,574 $ — $ 69,574 $ — Long-term investments 1,225 1,225 — 1,225 — Liabilities 3.5% convertible notes 35,159 (1) 46,240 — 46,240 — 1.75% convertible notes 151,405 (1) 197,527 — 197,527 — Contingent consideration 48,080 48,080 — — 48,080 Royalties 886 886 — — 886 Lease exit costs 1,313 1,313 — — 1,313 Fair Value Measurements at the Reporting Date Using Carrying Fair Value Value Level 1 Level 2 Level 3 (in thousands) As of December 31, 2014 Assets Short-term investments $ 75,535 $ 75,535 $ — $ 75,535 $ — Long-term investments 1,225 1,225 — 1,225 — Liabilities 3.5% convertible notes 114,803 (1) 153,978 — 153,978 — Contingent consideration 43,740 43,740 — — 43,740 Royalties 962 962 — — 962 Lease exit costs 1,207 1,207 — — 1,207 (1) The carrying amount of our convertible notes is net of unamortized discount. See Our Level 2 financial assets and liabilities include available-for-sale investments and our convertible notes. The fair value of our available-for-sale investments and our convertible notes was determined using quoted prices (including trade data) for the instruments in markets that are not active. The fair value of our convertible 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 • Royalties • Lease exit costs 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, 2015: Contingent (in thousands) Beginning balance $ 43,740 Payments — Change in fair value 4,340 Ending balance $ 48,080 The change in the fair value of the contingent consideration in the six months ended June 30, 2015 was due to accretion of the liability 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 in our condensed consolidated statements of operations. Potential valuation adjustments will be made in future accounting periods as additional information becomes available, including, among other items, progress toward developing the SYNERGY System, as well as revenue and milestone targets as compared to our current projections, with the impact of these adjustments being recorded in our condensed consolidated statements of operations. 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, 2015: Royalties (in thousands) Beginning balance $ 962 Payments (110 ) Change in fair value 34 Ending balance $ 886 The expense associated with the change in fair value of the royalty payment obligations is included in research and development expenses in 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, 2015: Lease Exit (in thousands) Beginning balance $ 1,207 Adjustments 430 Payments (344 ) Change in fair value 20 Ending balance $ 1,313 The expense associated with changes in the fair value of the lease exit costs is included in selling, general and administrative expenses in our consolidated statements of operations. The change in the fair value of the lease exit costs in the six months ended June 30, 2015 was primarily due to a change in our estimated sublease start date, which was deferred by eight months. Potential valuation adjustments will be made in future accounting periods as additional information becomes available, including, our ability to sublease the facility in a timely manner and obtain a rate equivalent to our estimated sublease rate, with the impact of these adjustments being recorded in 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, 2015: Valuation Methodology Significant Weighted Average (range, if applicable) Contingent consideration Probability weighted income approach Milestone dates 2019 to 2022 Discount rate 17.0% to 24.0% Probability of occurrence 0% to 100% Royalties Discounted cash flow Discount rate 4.8% to 7.8% Lease exit costs Discounted cash flow Sublease start date July 1, 2016 Sublease rate $26.50/square foot Discount rate 3.5% Assets That Are Measured at Fair Value on a Nonrecurring Basis Non-marketable equity investments and non-financial assets such as intangible assets, goodwill and property, plant, and equipment are evaluated for impairment annually or when indicators of impairment exist and are measured at fair value only if an impairment charge is recorded. In the first quarters of 2015 and 2014, we recorded impairment charges of $1.1 million and $0.6 million related to certain property, plant, and equipment in connection with the facility closures discussed in Note 3. No significant impairment charges were recorded in the second quarter of 2015 or 2014. Non-financial assets such as identified intangible assets acquired in connection with our acquisitions 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, 2015 | |
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, 2015 and December 31, 2014, all of our investments were classified as available-for-sale and carried at fair value. At June 30, 2015 and December 31, 2014, our short-term and long-term investments had maturity dates of less than twenty-four months. The amortized cost and fair value of our investments, with gross unrealized gains and losses, were as follows: Gross Gross Amortized Unrealized Unrealized Aggregate Cost Basis Gains Losses Fair Value (in thousands) At June 30, 2015 Short-term investments: Corporate debt $ 40,662 $ — $ (129 ) $ 40,533 U.S. government agency debt 20,000 — (24 ) 19,976 Certificates of deposit 9,065 — — 9,065 Total short-term investments $ 69,727 $ — $ (153 ) $ 69,574 Long-term investments: Certificates of deposit $ 1,225 $ — $ — $ 1,225 Total long-term investments $ 1,225 $ — $ — $ 1,225 Gross Gross Amortized Unrealized Unrealized Aggregate Cost Basis Gains Losses Fair Value (in thousands) At December 31, 2014 Short-term investments: Corporate debt $ 51,241 $ 8 $ (244 ) $ 51,005 U.S. government agency debt 15,000 — (25 ) 14,975 Certificates of deposit 9,555 — — 9,555 Total short-term investments $ 75,796 $ 8 $ (269 ) $ 75,535 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, 2015 and 2014, we did not have any realized gains or losses on our investments. At June 30, 2015, five of our available-for-sale investments with an aggregate fair value of $10.6 million had been in a continuous loss position for more than twelve months. At June 30, 2015, the gross unrealized loss on these five available-for-sale investments was $40,000 and was deemed to be temporary. At June 30, 2015, 15 individual securities had been in an unrealized loss position for twelve months or less. At December 31, 2014, none of our available-for-sale investments had been in a continuous loss position for more than twelve months, while 22 individual securities had been in an unrealized loss position for twelve months or less. The unrealized losses noted above were deemed to be temporary. We regularly review our investment portfolio to determine if any security is other-than-temporarily impaired, which would require us to record an impairment charge in the period any such determination is made. In making this judgment, we evaluate, among other things, the duration and extent to which the fair value of a security has been less than its amortized cost, the financial condition of the issuer, the time to maturity of the investment and our intent to sell the security prior to maturity where we would not be able to recover its amortized cost basis. |
Goodwill, In-Process Research a
Goodwill, In-Process Research and Development and Other Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2015 | |
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, 2015 and 2014 is as follows: 2015 2014 (in thousands) Beginning balance $ 61,390 $ 61,596 Additions — — Impairment — — Foreign currency translation impact (136 ) (15 ) Ending balance $ 61,254 $ 61,581 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, 2015 and December 31, 2014: June 30, December 31, 2015 2014 (in thousands) SYNERGY System technology $ 32,850 $ 32,850 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, 2015 2014 (in thousands) Patents $ 6,116 $ 5,310 Purchased intangible assets Tradenames 3,700 3,700 Customer relationships 1,800 1,800 Acquired technology rights 9,925 9,925 21,541 20,735 Less: Accumulated amortization – Patents (1,315 ) (1,118 ) Less: Accumulated amortization – Purchased intangible assets (2,632 ) (1,810 ) $ 17,594 $ 17,807 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 6 to 16 years Amortization expense for the three months ended June 30, 2015 and 2014 was $0.5 million and $0.4 million, respectively. Amortization expense for the six months ended June 30, 2015 and 2014 was $1.0 million and $0.8 million, respectively. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. Debt At June 30, 2015 and December 31, 2014, we had outstanding convertible debt as follows: June 30, December 31, (in thousands) Principal amount of the 3.5% convertible senior notes, due 2017 $ 42,471 $ 143,750 Unamortized discount (7,312 ) (28,947 ) $ 35,159 $ 114,803 Equity component $ 7,629 $ 55,038 Principal amount of the 1.75% convertible senior notes, due 2021 $ 202,366 $ — Unamortized discount (50,960 ) — $ 151,406 $ — Equity component $ 47,400 $ — Interest expense related to our convertible debt consisted of contractual 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 and was included in interest expense in our condensed consolidated statements of operations. For the three and six months ended June 30, 2015 and 2014, interest expense related to our convertible debt was as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands) Coupon rate $ 1,284 $ 1,258 $ 2,542 $ 2,516 Amortization of discount 2,125 1,890 4,193 3,724 Amortization of deferred financing costs 132 101 242 200 $ 3,541 $ 3,249 $ 6,977 $ 6,440 3.5% Convertible Senior Notes On December 15, 2010, we completed the sale of 3.5% convertible senior notes due December 15, 2017, unless earlier repurchased by us or converted (the “2017 Notes”) for an aggregate principal amount of $143.75 million pursuant to the terms of an Indenture dated December 15, 2010 (the “Indenture”). The 2017 Notes are the senior unsecured obligations of the Company. The 2017 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. In May 2015, we entered into separate, privately negotiated, exchange agreements (the “Exchange”) with certain holders of our outstanding 2017 Notes. In this transaction, we exchanged $101.3 million aggregate principal amount of the 2017 Notes for $118.2 million principal amount of 1.75% convertible senior notes due 2021 (see further discussion below). We did not receive any proceeds related to the Exchange. The 2017 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 2017 Notes will be convertible at an initial conversion rate of 10 shares of our common stock per $1,000 principal amount of 2017 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 2017 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 2017 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 2017 Notes have occurred. On or after June 15, 2017, until the close of business of the business day immediately preceding the date the 2017 Notes mature, holders may convert their 2017 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 2017 Notes prior to maturity. Holders of the 2017 Notes may require us to purchase for cash all or a part of their 2017 Notes at a repurchase price equal to 100% of the principal amount of the 2017 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 payment 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 2017 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 2017 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 2017 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 2017 Notes. In accordance with FASB ASC 470-20, Debt with Conversion and Other Options Based on the initial conversion rate of 10 shares of our common stock per $1,000 principal amount of 2017 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 2017 Notes is 424,710. The value of these shares, based on the closing price of our common stock on June 30, 2015 of $72.69 per share, was approximately $30.9 million. The fair value of our 2017 Notes as presented in Note 4 was $46.2 million at June 30, 2015. 1.75% Convertible Senior Notes In May 2015, we issued $84.2 million principal amount of 1.75% convertible senior notes due December 15, 2021 (the 2021 Notes), unless earlier repurchased, redeemed or converted. Combined with the 2021 Notes issued in connection with the Exchange described above, the aggregate principal amount issued under the 2021 Notes was $202.4 million. The Exchange resulted in the retirement of outstanding 2017 Notes with a carrying value of $83.1 million, the write-off of unamortized debt issuance costs of $1.0 million and settlement of $10.7 million related to the conversion feature embedded in the 2017 Notes. The 2021 Notes offered in the Exchange had a fair value of $88.0 million, which resulted in a loss on extinguishment of debt of $16.6 million in the three months ended June 30, 2015. Interest on the 2021 Notes is payable semiannually in arrears on June 15 and December 15, at a rate of 1.75% per annum, beginning on December 15, 2015. The net proceeds from the issuance of the 2021 Notes amounted to $75.6 million, net of deferred issuance costs paid as of June 30, 2015. In connection with the issuance of the 2021 Notes, we incurred costs of approximately $5.2 million. The 2021 Notes will mature on December 15, 2021 unless earlier repurchased, redeemed or converted. Prior to the close of business on the business day immediately preceding June 15, 2021, holders may convert their 2021 Notes at their option only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2015 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on such trading day; (3) upon the occurrence of specified corporate events, or (4) if we call the 2021 Notes for redemption, until the close of business on the business day immediately preceding the redemption date. As of the date of this report on Form 10-Q, none of the events that would allow holders to convert their 2021 Notes have occurred. On or after June 15, 2021 until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert their 2021 Notes at any time, regardless of whether any of the foregoing conditions has been met. Upon conversion, we will satisfy our conversion obligation by paying or delivering, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. We may not redeem the 2021 Notes prior to June 19, 2019. On or after June 19, 2019, we may redeem for cash all or part of the 2021 Notes if the last reported sale price per share of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the trading day immediately preceding the date on which we provide the notice of redemption exceeds 130% of the applicable conversion price for the 2021 Notes on each applicable trading day. The redemption price will equal 100% of the principal amount of the 2021 Notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2021 Notes. If we undergo a fundamental change, as defined in the Indenture among the Company and Wilmington Trust, N.A., holders may require us to repurchase for cash all or part of their 2021 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2021 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The fundamental change is primarily triggered by a change of control, liquidation, dissolution or delisting from NASDAQ. The 2021 Notes are senior unsecured obligations and rank senior in right of payment to our future indebtedness that is expressly subordinated in right of payment to the 2021 Notes; equal in right of payment to our existing and future unsecured indebtedness that is not subordinated; effectively subordinated in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries. The 2021 Notes will be convertible at an initial conversion rate of 10 shares of our common stock per $1,000 principal amount of 2021 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. In accordance with FASB ASC 470-20, Debt with Conversion and Other Options Based on the initial conversion rate of 10 shares of our common stock per $1,000 principal amount of 2021 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 2021 Notes is 2,023,660. The value of these shares, based on the closing price of our common stock on June 30, 2015 of $72.69 per share, was approximately $147.1 million. The fair value of our 2021 Notes as presented in Note 4 was $197.5 million at June 30, 2015. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Note 8. Stockholders’ Equity At our 2015 Annual Meeting of Stockholders held on June 4, 2015, our stockholders approved an amendment to our Certificate of Incorporation to increase the number of our authorized shares of common stock from 25 million to 50 million. The amendment became effective upon filing with the Secretary of State of the State of Delaware on June 25, 2015. 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, 2015, 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 merger agreement. Following satisfaction of a pre-specified milestone in the fourth quarter of 2014, we were obligated to pay $2.0 million under a certain patent assignment and license agreement. The $2.0 million, which was payable in cash or shares of our common stock, was accrued at December 31, 2014 in other long term liabilities on our condensed consolidated balance sheets. We issued an aggregate of 26,042 shares of our common stock in the second quarter of 2015 to settle this liability. Following satisfaction of a pre-specified milestone in December 2013, we were obligated to pay an additional $5.0 million under a certain patent assignment and license agreement. The $5.0 million, which was payable in cash or shares of our common stock, was settled through the issuance of 50,330 shares of our common stock in the first quarter of 2014. In the six months ended June 30, 2015, we issued an aggregate of 1,429 shares of our common stock upon the exercise of stock options and an aggregate of 107,896 shares of our common stock upon the vesting of restricted stock units. 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. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based 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, 2015 and 2014, we recorded share-based compensation expense as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands) Cost of revenues $ 547 $ 662 $ 985 $ 1,109 Selling, general and administrative 3,683 3,665 7,132 6,397 Research and development 2,516 2,230 4,605 3,408 $ 6,746 $ 6,557 $ 12,722 $ 10,914 Deferred tax benefits attributed to our share-based compensation expense are not recognized in the accompanying condensed consolidated financial statements because we are in a net operating loss position and a full valuation allowance is maintained for all net deferred tax assets. We receive a tax deduction for certain stock option exercises during the period the options are exercised, and for the vesting of restricted stock units during the period the restricted stock units vest. For stock options, the amount of the tax deduction is generally for the excess of the fair market value of our shares of common stock over the exercise price of the stock options at the date of exercise. For restricted stock units, the amount of the tax deduction is generally for the fair market value of our shares of common stock at the vesting date. Excess tax benefits are not included in the accompanying condensed consolidated financial statements because we are in a net operating loss position and a full valuation allowance is maintained for all net deferred tax assets. 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. At our 2015 Annual Meeting of Stockholders held on June 4, 2015, our stockholders approved an amendment to the 2012 Plan to increase the number of shares of our common stock available for issuance by 1.1 million shares. Under the terms of the 2012 Plan, as amended, the total number of shares of our common stock reserved for issuance under Awards is 2,475,000, provided that the total number of shares of our common stock that may be issued pursuant to “Full Value Awards” (Awards other than options, SARs 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 2,375,000. As of June 30, 2015, 220,107 shares have been issued upon vesting of Awards issued under the 2012 Plan and Awards with respect to 720,803 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, 2015 and 2014. Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Dividend yield 0 % 0 % 0 % 0 % Expected volatility 37.50 % 39.00 % 37.50 % 39.00 % Risk-free interest rate 1.69 % 1.65 % 1.69 % 1.65 % Estimated holding period (years) 5.00 5.00 5.00 5.00 Information related to options granted under all of our plans at June 30, 2015 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 Outstanding at December 31, 2014 107 $ 48.32 Granted 7 76.60 Exercised (1 ) 21.42 Forfeited — — Expired — — Outstanding at June 30, 2015 113 $ 49.59 4.28 $ 3,028 Exercisable at June 30, 2015 100 $ 45.39 3.69 $ 3,016 The aggregate intrinsic values at June 30, 2015 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, 2015 and 2014 was $27.10 and $32.41 per share, respectively. The total intrinsic value of options exercised in the six months ended June 30, 2015 and 2014 was approximately $0.1 million and $1.6 million, respectively. Cash received from options exercised in the six months ended June 30, 2015 and 2014 was approximately $0.03 million and $0.6 million, respectively. At June 30, 2015, there was approximately $0.2 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 one year. 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, 2015 and activity in the six months then ended is as follows: Number of Weighted (Years) Aggregate Outstanding at December 31, 2014 589 Granted 299 Vested/Exercised (108 ) Forfeited (20 ) Expired — Outstanding at June 30, 2015 760 1.62 $ 55,231 The aggregate intrinsic value at June 30, 2015 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, 2015, 71,705 of the RSUs outstanding were subject to performance-based vesting criteria as described above. The total intrinsic value of RSUs vested in the six months ended June 30, 2015 and 2014 was approximately $9.3 million and $4.0 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, 2015 and 2014 was $88.96 and $100.57, respectively. At June 30, 2015, we had approximately $36.3 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, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 10. Earnings Per Share Basic earnings per share was computed by dividing net (loss) income 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 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 (loss) income per common share for the three and six months ended June 30, 2015 and 2014 (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Numerator: Net (loss) income $ (27,393 ) $ 8,364 $ (41,928 ) $ (11,080 ) Denominator: Basic weighted average shares outstanding 17,269 16,989 17,232 16,962 Dilutive effects of share-based awards — 316 — — Diluted weighted-average shares outstanding 17,269 17,305 17,232 16,962 (Loss) earnings per share: Basic $ (1.59 ) $ 0.49 $ (2.43 ) $ (0.65 ) Diluted $ (1.59 ) $ 0.48 $ (2.43 ) $ (0.65 ) The following instruments were excluded from the calculation of diluted weighted average shares outstanding, as their effect would be anti-dilutive. Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands) Common shares issuable upon: Conversion of 3.5% convertible senior notes 425 1,438 425 1,438 Conversion of 1.75% convertible senior notes 2,024 — 2,024 — Exercise or vesting of share-based awards 873 304 873 840 |
Business Segment, Geographic Ar
Business Segment, Geographic Areas and Major Customers | 6 Months Ended |
Jun. 30, 2015 | |
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 distributed 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 2015 2014 2015 2014 (in thousands) United States $ 42,922 $ 36,945 $ 85,111 $ 70,733 Germany 13,072 17,404 25,813 32,082 International, excluding Germany 17,575 15,782 32,666 33,788 $ 73,569 $ 70,131 $ 143,590 $ 136,603 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, 2015 and 2014, no customer exceeded 10% of product sales individually. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
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 our 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. During 2014 and 2015, we commenced implementing systemic changes and organizational enhancements to address the four warning letter items and related quality systems. We established teams to review and address the items cited by the FDA and engaged external subject matter experts to assist in assessment and remediation efforts. We have developed an overall corporate quality plan and individual quality plans which govern our quality improvement efforts. At June 30, 2015, we had purchase order commitments of approximately $41.5 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, 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 and royalty payments payable over periods ranging from 8-10 years subsequent to the acquisition date. As of June 30, 2015, the maximum future milestone and royalty payments amounted to $285 million, reduced from the original agreement maximum of $320 million, since certain milestones are no longer achievable. As of June 30, 2015, the fair value of the contingent consideration was estimated to be $48.1 million ( see License and Development Agreements From time to time, we license rights to technology or intellectual property from third parties. These licenses may require us to pay upfront payments as well as development or other payments upon successful completion of preclinical, clinical, regulatory or revenue milestones. In addition, these agreements may require us to pay royalties on sales of products arising from the licensed technology or intellectual property. Because the achievement of these milestones is not reasonably estimable, we have not recorded a liability in the accompanying consolidated financial statements for any of these contingencies. 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 results of operations. In accordance with FASB ASC 450 , Contingencies |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13. Subsequent Events We have evaluated events and transactions that occurred subsequent to June 30, 2015 through the date the financial statements were issued, for potential recognition or disclosure in the accompanying condensed consolidated financial statements. As disclosed in Note 3, on July 10, 2015, we invested $5 million in an early-stage, privately-held company. Except for this investment, we did not identify any events or transactions that should be recognized or disclosed in the accompanying condensed consolidated financial statements. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
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 U.S. GAAP 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, 2014. The accompanying condensed consolidated balance sheet as of December 31, 2014 has been derived from our audited financial statements. The unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2015 and cash flows for the six months ended June 30, 2015 are not necessarily indicative of the results to be expected for any future period or for the year ending December 31, 2015. |
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. |
New Accounting Standards | New Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs for financial statements that have not been previously issued. ASU 2015-03 should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The adoption of ASU No. 2015-03 will result in the reclassification of debt issuance costs currently classified in long-term assets to be offset against the carrying value of our convertible notes. Based on the amount of debt issuance costs included in long-term assets as of June 30, 2015, the adoption of ASU 2015-03 is not expected to have a material effect on our consolidated financial position, results of operations or cash flows. |
Accounts Receivable | Accounts Receivable Accounts receivable consists of amounts due from the sale of our HeartWare ® 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, 2015 and 2014: 2015 2014 (in thousands) Beginning balance $ 671 $ 495 Reversal of expense (41 ) — Charge-offs — — Ending balance $ 630 $ 495 As of and for the three months ended June 30, 2015, we recorded customer sales allowances totaling $72,000. At December 31, 2014, we did not maintain a sales allowance. |
Inventories | Inventories Components of inventories are as follows: June 30, December 31, 2015 2014 (in thousands) Raw material $ 27,474 $ 28,688 Work-in-process 11,408 10,240 Finished goods 11,689 15,118 $ 50,571 $ 54,046 Finished goods inventories includes inventory held on consignment at customer sites of approximately $7.0 million at June 30, 2015 and $5.8 million at December 31, 2014. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment, net consists of the following: Estimated June 30, December 31, Useful Lives 2015 2014 (in thousands) Machinery and equipment 1.5 to 7 years $ 21,729 $ 21,279 Leasehold improvements 3 to 10 years 8,881 9,070 Office equipment, furniture and fixtures 5 to 7 years 2,099 2,206 Purchased software 1 to 7 years 6,890 6,474 39,599 39,029 Less: accumulated depreciation (22,594 ) (19,993 ) $ 17,005 $ 19,036 In the first quarter of 2015, we ceased activities at our facility in Aachen, Germany. We recorded an impairment charge of $1.1 million related to leasehold improvements and equipment at the facility upon their discontinued use. This amount is included in research and development expenses in our condensed consolidated statements of operations. In the first quarter of 2014, we ceased activities at our facility in Teaneck, New Jersey. We recorded an impairment charge of $0.6 million related to office equipment and software at the facility upon their discontinued use. This amount is included in selling, general and administrative expenses in our condensed consolidated statements of operations. |
Long-Term Investment | Long-Term Investment In October 2013, we invested $10 million in an early-stage, privately-held company focused on the development of novel, minimally invasive heart therapies in the form of a convertible promissory note with an interest rate of 6% per annum (the “2013 Note”). Pursuant to the terms of the 2013 Note, on October 7, 2014 (the maturity date), the privately held company elected to convert all unpaid principal and interest on the 2013 Note (less applicable taxes) into shares of its preferred stock. This investment is carried at cost and is included in long-term investments and other assets on our condensed consolidated balance sheets. The carrying value of this investment was $10.5 million at June 30, 2015 and December 31, 2014. The fair value of this investment has not been estimated as of June 30, 2015 and December 31, 2014. As of June 30, 2015, the investee company had limited liquidity and is in the process of raising additional capital to continue its operations. However, there can be no assurance this effort will be successful or that the investee company will be able to raise a sufficient amount of capital to conduct their operations at a level that would allow for commercial development of their products. We considered determination of the fair value of this investment to be impracticable as it represents an equity interest in an early-stage, privately-held company. We believe there have been no significant events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. Events may occur or information may become available, including the inability of the investee company to raise sufficient additional capital, that could require us to write-off all or a portion of this asset, which could have a material adverse effect on our consolidated results of operations. On July 10, 2015, we invested an additional $5 million in this entity in the form of a convertible promissory note (the “2015 Note”). Principal and interest at a rate equal to 6% per annum is due and payable at maturity. Maturity occurs at the earlier of two years or the occurrence of certain events defined in the 2015 Note, including an event of default or a change in control. Principal and interest on the 2015 Note are repayable, at the option of the issuer, in cash or shares of the most recently issued series of preferred stock or a comparable newly issued series of preferred stock. |
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 in our condensed consolidated statements of operations. Factors that affect the 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. |
Fair Value Measurements | FASB ASC 820 – Fair Value Measurements and Disclosures, 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, 2015 or 2014. |
Contingencies | In accordance with FASB ASC 450 , Contingencies |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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, 2015 and 2014: 2015 2014 (in thousands) Beginning balance $ 671 $ 495 Reversal of expense (41 ) — Charge-offs — — Ending balance $ 630 $ 495 |
Components of Inventories | Components of inventories are as follows: June 30, December 31, 2015 2014 (in thousands) Raw material $ 27,474 $ 28,688 Work-in-process 11,408 10,240 Finished goods 11,689 15,118 $ 50,571 $ 54,046 |
Summary of Property, Plant and Equipment, Net | Property, plant and equipment, net consists of the following: Estimated June 30, December 31, Useful Lives 2015 2014 (in thousands) Machinery and equipment 1.5 to 7 years $ 21,729 $ 21,279 Leasehold improvements 3 to 10 years 8,881 9,070 Office equipment, furniture and fixtures 5 to 7 years 2,099 2,206 Purchased software 1 to 7 years 6,890 6,474 39,599 39,029 Less: accumulated depreciation (22,594 ) (19,993 ) $ 17,005 $ 19,036 |
Summary of Other Accrued Liabilities | Other accrued liabilities consist of the following: June 30, December 31, 2015 2014 (in thousands) Accrued payroll and other employee costs $ 10,601 $ 13,404 Accrued warranty 5,401 4,685 Accrued material purchases 2,643 4,284 Accrued research and development costs 3,464 2,663 Other accrued expenses 10,307 11,553 $ 32,416 $ 36,589 |
Summary of Changes in Warranty Liability | The following table summarizes the change in our warranty liability for the six months ended June 30, 2015 and 2014: 2015 2014 (in thousands) Beginning balance $ 4,685 $ 2,498 Accrual for warranty expense 2,097 1,790 Warranty costs incurred during the period (1,381 ) (888 ) Ending balance $ 5,401 $ 3,400 |
Summary of Changes in Product Recall Liability | The following table summarizes the change in product recall liability for the six months ended June 30, 2015 and 2014: 2015 2014 (in thousands) Beginning balance $ 1,888 $ — Accrual for recall costs 470 3,018 Recall costs incurred during the period (1,746 ) — Ending balance $ 612 $ 3,018 |
Summary of Changes in Accrued Restructuring Costs | The following table summarizes changes in our accrued restructuring costs for the six months ended June 30, 2015: Facility Leases Severance and Contract Total (in thousands) Beginning balance $ 1,266 $ — $ — $ 1,266 Restructuring charges 139 598 340 1,077 Payments (514 ) (598 ) (340 ) (1,452 ) Adjustments to estimated obligations 402 — — 402 Change in fair value 20 — — 20 Ending balance $ 1,313 $ — $ — $ 1,313 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis | The following tables represent 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 Value Value Level 1 Level 2 Level 3 (in thousands) As of June 30, 2015 Assets Short-term investments $ 69,574 $ 69,574 $ — $ 69,574 $ — Long-term investments 1,225 1,225 — 1,225 — Liabilities 3.5% convertible notes 35,159 (1) 46,240 — 46,240 — 1.75% convertible notes 151,405 (1) 197,527 — 197,527 — Contingent consideration 48,080 48,080 — — 48,080 Royalties 886 886 — — 886 Lease exit costs 1,313 1,313 — — 1,313 Fair Value Measurements at the Reporting Date Using Carrying Fair Value Value Level 1 Level 2 Level 3 (in thousands) As of December 31, 2014 Assets Short-term investments $ 75,535 $ 75,535 $ — $ 75,535 $ — Long-term investments 1,225 1,225 — 1,225 — Liabilities 3.5% convertible notes 114,803 (1) 153,978 — 153,978 — Contingent consideration 43,740 43,740 — — 43,740 Royalties 962 962 — — 962 Lease exit costs 1,207 1,207 — — 1,207 (1) The carrying amount of our convertible notes is net of unamortized discount. See |
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, 2015: Contingent (in thousands) Beginning balance $ 43,740 Payments — Change in fair value 4,340 Ending balance $ 48,080 |
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, 2015: Royalties (in thousands) Beginning balance $ 962 Payments (110 ) Change in fair value 34 Ending balance $ 886 |
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, 2015: Lease Exit (in thousands) Beginning balance $ 1,207 Adjustments 430 Payments (344 ) Change in fair value 20 Ending balance $ 1,313 |
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, 2015: Valuation Methodology Significant Weighted Average (range, if applicable) Contingent consideration Probability weighted income approach Milestone dates 2019 to 2022 Discount rate 17.0% to 24.0% Probability of occurrence 0% to 100% Royalties Discounted cash flow Discount rate 4.8% to 7.8% Lease exit costs Discounted cash flow Sublease start date July 1, 2016 Sublease rate $26.50/square foot Discount rate 3.5% |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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: Gross Gross Amortized Unrealized Unrealized Aggregate Cost Basis Gains Losses Fair Value (in thousands) At June 30, 2015 Short-term investments: Corporate debt $ 40,662 $ — $ (129 ) $ 40,533 U.S. government agency debt 20,000 — (24 ) 19,976 Certificates of deposit 9,065 — — 9,065 Total short-term investments $ 69,727 $ — $ (153 ) $ 69,574 Long-term investments: Certificates of deposit $ 1,225 $ — $ — $ 1,225 Total long-term investments $ 1,225 $ — $ — $ 1,225 Gross Gross Amortized Unrealized Unrealized Aggregate Cost Basis Gains Losses Fair Value (in thousands) At December 31, 2014 Short-term investments: Corporate debt $ 51,241 $ 8 $ (244 ) $ 51,005 U.S. government agency debt 15,000 — (25 ) 14,975 Certificates of deposit 9,555 — — 9,555 Total short-term investments $ 75,796 $ 8 $ (269 ) $ 75,535 Long-term investments: Certificates of deposit $ 1,225 $ — $ — $ 1,225 Total long-term investments $ 1,225 $ — $ — $ 1,225 |
Goodwill, In-Process Research26
Goodwill, In-Process Research and Development and Other Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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, 2015 and 2014 is as follows: 2015 2014 (in thousands) Beginning balance $ 61,390 $ 61,596 Additions — — Impairment — — Foreign currency translation impact (136 ) (15 ) Ending balance $ 61,254 $ 61,581 |
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, 2015 and December 31, 2014: June 30, December 31, 2015 2014 (in thousands) SYNERGY System technology $ 32,850 $ 32,850 |
Summary of Other Intangible Assets | Other intangible assets, net consisted of the following: June 30, December 31, 2015 2014 (in thousands) Patents $ 6,116 $ 5,310 Purchased intangible assets Tradenames 3,700 3,700 Customer relationships 1,800 1,800 Acquired technology rights 9,925 9,925 21,541 20,735 Less: Accumulated amortization – Patents (1,315 ) (1,118 ) Less: Accumulated amortization – Purchased intangible assets (2,632 ) (1,810 ) $ 17,594 $ 17,807 |
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 6 to 16 years |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Convertible Debt | At June 30, 2015 and December 31, 2014, we had outstanding convertible debt as follows: June 30, December 31, (in thousands) Principal amount of the 3.5% convertible senior notes, due 2017 $ 42,471 $ 143,750 Unamortized discount (7,312 ) (28,947 ) $ 35,159 $ 114,803 Equity component $ 7,629 $ 55,038 Principal amount of the 1.75% convertible senior notes, due 2021 $ 202,366 $ — Unamortized discount (50,960 ) — $ 151,406 $ — Equity component $ 47,400 $ — |
Summary of Interest Expense Related to Convertible Debt | For the three and six months ended June 30, 2015 and 2014, interest expense related to our convertible debt was as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands) Coupon rate $ 1,284 $ 1,258 $ 2,542 $ 2,516 Amortization of discount 2,125 1,890 4,193 3,724 Amortization of deferred financing costs 132 101 242 200 $ 3,541 $ 3,249 $ 6,977 $ 6,440 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Allocation of Share-Based Compensation Expense | For the three and six months ended June 30, 2015 and 2014, we recorded share-based compensation expense as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands) Cost of revenues $ 547 $ 662 $ 985 $ 1,109 Selling, general and administrative 3,683 3,665 7,132 6,397 Research and development 2,516 2,230 4,605 3,408 $ 6,746 $ 6,557 $ 12,722 $ 10,914 |
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, 2015 and 2014. Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Dividend yield 0 % 0 % 0 % 0 % Expected volatility 37.50 % 39.00 % 37.50 % 39.00 % Risk-free interest rate 1.69 % 1.65 % 1.69 % 1.65 % Estimated holding period (years) 5.00 5.00 5.00 5.00 |
Summary of Options Granted under All Plans | Information related to options granted under all of our plans at June 30, 2015 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 Outstanding at December 31, 2014 107 $ 48.32 Granted 7 76.60 Exercised (1 ) 21.42 Forfeited — — Expired — — Outstanding at June 30, 2015 113 $ 49.59 4.28 $ 3,028 Exercisable at June 30, 2015 100 $ 45.39 3.69 $ 3,016 |
Summary of RSU's | Information related to RSUs at June 30, 2015 and activity in the six months then ended is as follows: Number of Weighted (Years) Aggregate Outstanding at December 31, 2014 589 Granted 299 Vested/Exercised (108 ) Forfeited (20 ) Expired — Outstanding at June 30, 2015 760 1.62 $ 55,231 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Basic and Diluted (Loss) Income Per Common Share | The following table sets forth basic and diluted (loss) income per common share for the three and six months ended June 30, 2015 and 2014 (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Numerator: Net (loss) income $ (27,393 ) $ 8,364 $ (41,928 ) $ (11,080 ) Denominator: Basic weighted average shares outstanding 17,269 16,989 17,232 16,962 Dilutive effects of share-based awards — 316 — — Diluted weighted-average shares outstanding 17,269 17,305 17,232 16,962 (Loss) earnings per share: Basic $ (1.59 ) $ 0.49 $ (2.43 ) $ (0.65 ) Diluted $ (1.59 ) $ 0.48 $ (2.43 ) $ (0.65 ) |
Anti-Dilutive Securities Excluded from Computation of Earnings Per Share | The following instruments were excluded from the calculation of diluted weighted average shares outstanding, as their effect would be anti-dilutive. Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands) Common shares issuable upon: Conversion of 3.5% convertible senior notes 425 1,438 425 1,438 Conversion of 1.75% convertible senior notes 2,024 — 2,024 — Exercise or vesting of share-based awards 873 304 873 840 |
Business Segment, Geographic 30
Business Segment, Geographic Areas and Major Customers (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Product Sales by Geographic Location | Product sales by geographic location were as follows: Three Months Ended Six Months Ended 2015 2014 2015 2014 (in thousands) United States $ 42,922 $ 36,945 $ 85,111 $ 70,733 Germany 13,072 17,404 25,813 32,082 International, excluding Germany 17,575 15,782 32,666 33,788 $ 73,569 $ 70,131 $ 143,590 $ 136,603 |
Liquidity - Additional Informat
Liquidity - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Liquidity [Abstract] | ||
Cash, cash equivalents and investments | $ 252,000 | |
Accumulated deficit | $ (390,647) | $ (348,719) |
Balance Sheet Information - Add
Balance Sheet Information - Additional Information (Detail) | Jul. 10, 2015USD ($) | Mar. 31, 2015USD ($) | Oct. 31, 2013USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Jun. 30, 2015USD ($)Customer | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($)Customer |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||||
Percentage of account receivables by customers | 10.00% | 10.00% | ||||||||
Sales allowances | $ 72,000 | $ 72,000 | $ 0 | |||||||
Inventory held on consignment | 7,000,000 | 7,000,000 | 5,800,000 | |||||||
Impairment charge | 0 | $ 1,100,000 | $ 0 | $ 600,000 | 1,118,000 | $ 607,000 | ||||
Long-term investment, amount | 14,340,000 | 14,340,000 | 14,635,000 | |||||||
Bonuses included in accrued payroll and other employee costs | 4,900,000 | 4,900,000 | 7,900,000 | |||||||
Aggregate severance costs | 600,000 | |||||||||
Contract termination fee | 300,000 | 700,000 | ||||||||
Batteries [Member] | ||||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||||
Product recall reserve | 100,000 | $ 3,000,000 | 100,000 | $ 3,000,000 | ||||||
Increase in estimated recall expenses | $ 700,000 | |||||||||
Controllers [Member] | ||||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||||
Product recall reserve | 500,000 | 500,000 | 1,300,000 | |||||||
Increase in estimated recall expenses | 400,000 | |||||||||
Convertible Promissory Notes [Member] | ||||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||||
Long-term investment, amount | $ 10,000,000 | |||||||||
Long-term investment, interest rate | 6.00% | |||||||||
Long-term investment, maturity date | Oct. 7, 2014 | |||||||||
Convertible Promissory Notes [Member] | Subsequent Event [Member] | ||||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||||
Long-term investment, amount | $ 5,000,000 | |||||||||
Long-term investment, interest rate | 6.00% | |||||||||
Preferred Stock Investment [Member] | ||||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||||
Long-term investment, amount | $ 10,500,000 | $ 10,500,000 | $ 10,500,000 | |||||||
Accounts Receivable [Member] | ||||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||||
Number of customers having account receivable balance | Customer | 1 | 0 | ||||||||
CircuLite [Member] | ||||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||||
Aggregate severance costs | 600,000 | |||||||||
Facility Closing [Member] | ||||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||||
Lease liability | 100,000 | $ 100,000 | 1,700,000 | |||||||
Lease expiration period | 2017-10 | |||||||||
Remaining lease payments | $ 500,000 | $ 500,000 | $ 500,000 | |||||||
Lease expiration year | 2,020 | |||||||||
Research and Development [Member] | CircuLite [Member] | ||||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||||
Aggregate severance costs | $ 400,000 | |||||||||
Selling, General and Administrative [Member] | CircuLite [Member] | ||||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||||
Aggregate severance costs | 200,000 | |||||||||
Leasehold Improvements [Member] | ||||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||||
Impairment charge | $ 1,100,000 | |||||||||
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] | ||||||||||
Percentage of account receivables by customers | 10.00% | |||||||||
Maturity of limited warranty | 1 year | |||||||||
Maximum [Member] | ||||||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||||||
Maturity of limited warranty | 2 years |
Balance Sheet Information - Sum
Balance Sheet Information - Summary of Change in Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 671 | $ 495 |
Reversal of expense | (41) | |
Charge-offs | 0 | $ 0 |
Ending balance | $ 630 | $ 495 |
Balance Sheet Information - Com
Balance Sheet Information - Components of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 27,474 | $ 28,688 |
Work-in-process | 11,408 | 10,240 |
Finished goods | 11,689 | 15,118 |
Inventory, total | $ 50,571 | $ 54,046 |
Balance Sheet Information - S35
Balance Sheet Information - Summary of Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 39,599 | $ 39,029 |
Less: accumulated depreciation | (22,594) | (19,993) |
Property, plant and equipment, net | 17,005 | 19,036 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 21,729 | 21,279 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, estimated useful lives | 1 year 6 months | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, estimated useful lives | 7 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,881 | 9,070 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, estimated useful lives | 3 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, estimated useful lives | 10 years | |
Office Equipment, Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,099 | 2,206 |
Office Equipment, Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, estimated useful lives | 5 years | |
Office Equipment, Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, estimated useful lives | 7 years | |
Purchased Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 6,890 | $ 6,474 |
Purchased Software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, estimated useful lives | 1 year | |
Purchased Software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, estimated useful lives | 7 years |
Balance Sheet Information - S36
Balance Sheet Information - Summary of Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ||||
Accrued payroll and other employee costs | $ 10,601 | $ 13,404 | ||
Accrued warranty | 5,401 | 4,685 | $ 3,400 | $ 2,498 |
Accrued material purchases | 2,643 | 4,284 | ||
Accrued research and development costs | 3,464 | 2,663 | ||
Other accrued expenses | 10,307 | 11,553 | ||
Total other accrued liabilities | $ 32,416 | $ 36,589 |
Balance Sheet Information - S37
Balance Sheet Information - Summary of Changes in Warranty Liability (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 4,685 | $ 2,498 |
Accrual for warranty expense | 2,097 | 1,790 |
Warranty costs incurred during the period | (1,381) | (888) |
Ending balance | $ 5,401 | $ 3,400 |
Balance Sheet Information - S38
Balance Sheet Information - Summary of Changes in Product Recall Liability (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Regulatory Assets [Abstract] | ||
Beginning balance | $ 1,888 | |
Accrual for recall costs | 470 | $ 3,018 |
Recall costs incurred during the period | (1,746) | |
Ending balance | $ 612 | $ 3,018 |
Balance Sheet Information - S39
Balance Sheet Information - Summary of Changes in Accrued Restructuring Costs (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Beginning balance | $ 1,266 |
Restructuring charges | 1,077 |
Payments | (1,452) |
Adjustments to estimated obligations | 402 |
Change in fair value | 20 |
Ending balance | 1,313 |
Facility Leases [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Beginning balance | 1,266 |
Restructuring charges | 139 |
Payments | (514) |
Adjustments to estimated obligations | 402 |
Change in fair value | 20 |
Ending balance | 1,313 |
Severance and Related [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 598 |
Payments | (598) |
Contract Termination [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 340 |
Payments | $ (340) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Transfer between level 1, Level 2, Level3 | $ 0 | $ 0 | ||||
Impairment charges | $ 0 | $ 1,100,000 | $ 0 | $ 600,000 | $ 1,118,000 | $ 607,000 |
World Heart Corporation [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Period for royalty payment obligations | 14 years |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term investments | $ 69,574 | $ 75,535 |
Convertible notes | 186,565 | 114,803 |
Contingent consideration | 48,080 | 43,740 |
Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term investments | 69,574 | 75,535 |
Long-term investments | 1,225 | 1,225 |
Level 2 [Member] | 3.5% Convertible Notes [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 46,240 | 153,978 |
Level 2 [Member] | 1.75% Convertible Notes [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 197,527 | |
Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration | 48,080 | 43,740 |
Royalties | 886 | 962 |
Lease exit costs | 1,313 | 1,207 |
Carrying Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term investments | 69,574 | 75,535 |
Long-term investments | 1,225 | 1,225 |
Contingent consideration | 48,080 | 43,740 |
Royalties | 886 | 962 |
Lease exit costs | 1,313 | 1,207 |
Carrying Value [Member] | 3.5% Convertible Notes [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 35,159 | 114,803 |
Carrying Value [Member] | 1.75% Convertible Notes [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 151,405 | |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term investments | 69,574 | 75,535 |
Long-term investments | 1,225 | 1,225 |
Contingent consideration | 48,080 | 43,740 |
Royalties | 886 | 962 |
Lease exit costs | 1,313 | 1,207 |
Fair Value [Member] | 3.5% Convertible Notes [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 46,240 | $ 153,978 |
Fair Value [Member] | 1.75% Convertible Notes [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | $ 197,527 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Change in Fair Value of Contingent Consideration as Determined by Level 3 Inputs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | $ 43,740 | |||
Change in fair value | $ 2,240 | $ (13,700) | 4,340 | $ (10,560) |
Ending balance | 48,080 | 48,080 | ||
Level 3 [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | 43,740 | |||
Payments | 0 | |||
Change in fair value | 4,340 | |||
Ending balance | $ 48,080 | $ 48,080 |
Fair Value Measurements - Sum43
Fair Value Measurements - Summary of Change in Fair Value of Royalties as Determined by Level 3 Inputs (Detail) - Level 3 [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 962 |
Payments | (110) |
Change in fair value | 34 |
Ending balance | $ 886 |
Fair Value Measurements - Sum44
Fair Value Measurements - Summary of Change in Fair Value of Lease Exit Costs as Determined by Level 3 Inputs (Detail) - Jun. 30, 2015 - Level 3 [Member] - USD ($) $ in Thousands | Total |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 1,207 |
Adjustments | 430 |
Payments | (344) |
Change in fair value | 20 |
Ending balance | $ 1,313 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Quantitative Information for Level 3 Fair Value Measurements (Detail) - 6 months ended Jun. 30, 2015 - Level 3 [Member] - $ / ft² | Total |
Contingent Consideration [Member] | Minimum [Member] | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Discount rate | 17.00% |
Probability of occurrence | 0.00% |
Contingent Consideration [Member] | Minimum [Member] | Probability Weighted Income Approach [Member] | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Milestone dates | 2,019 |
Contingent Consideration [Member] | Maximum [Member] | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Discount rate | 24.00% |
Probability of occurrence | 100.00% |
Contingent Consideration [Member] | Maximum [Member] | Probability Weighted Income Approach [Member] | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Milestone dates | 2,022 |
Royalties [Member] | Minimum [Member] | Discounted Cash Flow [Member] | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Discount rate | 4.80% |
Royalties [Member] | Maximum [Member] | Discounted Cash Flow [Member] | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Discount rate | 7.80% |
Lease Exit Costs [Member] | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Sublease rate | 26.50 |
Discount rate | 3.50% |
Lease Exit Costs [Member] | Discounted Cash Flow [Member] | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Sublease start date | Jul. 1, 2016 |
Investments - Additional Inform
Investments - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015USD ($)InvestmentSecurities | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)InvestmentSecurities | Jun. 30, 2014USD ($) | Dec. 31, 2014InvestmentSecurities | |
Schedule of Available-for-sale Securities [Line Items] | |||||
Realized gains (losses) on investments | $ 0 | $ 0 | $ 0 | $ 0 | |
Number of individual investment securities in unrealized loss position | Securities | 15 | 15 | 22 | ||
Number of available-for-sale investments in a continuous loss position for more than twelve months | Investment | 5 | 5 | 0 | ||
Available-for-sale investments with aggregate fair value in continuous loss position for more than twelve months | $ 10,600,000 | $ 10,600,000 | |||
Gross unrealized loss on available-for-sale investments | $ 40,000,000 | ||||
Short-term Investments [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Investment maturity date description at Dec. 31, 2014 and current period | Less than twenty-four months | ||||
Long-term Investments [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Investment maturity date description at Dec. 31, 2014 and current period | Less than twenty-four months |
Investments - Summary of Amorti
Investments - Summary of Amortized Cost and Fair Value of Investments (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Short-term Investments [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | $ 69,727 | $ 75,796 |
Gross Unrealized Gains | 8 | |
Gross Unrealized Losses | (153) | (269) |
Aggregate Fair Value | 69,574 | 75,535 |
Short-term Investments [Member] | Corporate Debt [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 40,662 | 51,241 |
Gross Unrealized Gains | 8 | |
Gross Unrealized Losses | (129) | (244) |
Aggregate Fair Value | 40,533 | 51,005 |
Short-term Investments [Member] | U.S. Government Agency Debt [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 20,000 | 15,000 |
Gross Unrealized Losses | (24) | (25) |
Aggregate Fair Value | 19,976 | 14,975 |
Short-term Investments [Member] | Certificates of Deposit [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 9,065 | 9,555 |
Aggregate Fair Value | 9,065 | 9,555 |
Long-term Investments [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost Basis | 1,225 | 1,225 |
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 |
Aggregate Fair Value | $ 1,225 | $ 1,225 |
Goodwill, In-Process Research48
Goodwill, In-Process Research and Development and Other Intangible Assets, Net - Summary of Carrying Amount of Goodwill and Change in Balance (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Intangible Liability Disclosure [Abstract] | ||
Beginning balance | $ 61,390 | $ 61,596 |
Additions | 0 | 0 |
Impairment | 0 | 0 |
Foreign currency translation impact | (136) | (15) |
Ending balance | $ 61,254 | $ 61,581 |
Goodwill, In-Process Research49
Goodwill, In-Process Research and Development and Other Intangible Assets, Net - Summary of Carrying Value of In-Process Research and Development Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Intangible Liability Disclosure [Abstract] | ||
Carrying value of in-process research and development assets | $ 32,850 | $ 32,850 |
Goodwill, In-Process Research50
Goodwill, In-Process Research and Development and Other Intangible Assets, Net - Summary of Other Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets | $ 21,541 | $ 20,735 |
Purchased intangible assets | ||
Other intangible assets | 21,541 | 20,735 |
Other intangible assets, net | 17,594 | 17,807 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets | 6,116 | 5,310 |
Purchased intangible assets | ||
Other intangible assets | 6,116 | 5,310 |
Less: Accumulated amortization | (1,315) | (1,118) |
Trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets | 3,700 | 3,700 |
Purchased intangible assets | ||
Other intangible assets | 3,700 | 3,700 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets | 1,800 | 1,800 |
Purchased intangible assets | ||
Other intangible assets | 1,800 | 1,800 |
Acquired Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets | 9,925 | 9,925 |
Purchased intangible assets | ||
Other intangible assets | 9,925 | 9,925 |
Purchased Intangible Assets [Member] | ||
Purchased intangible assets | ||
Less: Accumulated amortization | $ (2,632) | $ (1,810) |
Goodwill, In-Process Research51
Goodwill, In-Process Research and Development and Other Intangible Assets, Net - Estimated Useful Lives of Intangible Assets (Detail) | 6 Months Ended |
Jun. 30, 2015 | |
Patents [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 15 years |
Trade names [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 | 6 years |
Maximum [Member] | Acquired Technology Rights [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 16 years |
Goodwill, In-Process Research52
Goodwill, In-Process Research and Development and Other Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 500 | $ 400 | $ 1,020 | $ 810 |
Debt - Summary of Outstanding C
Debt - Summary of Outstanding Convertible Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | May. 31, 2015 | Dec. 31, 2014 | Dec. 15, 2010 |
Debt Instrument [Line Items] | ||||
Net carrying amount | $ 186,565 | $ 114,803 | ||
3.5% Convertible Senior Notes, Due 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 143,750 | |||
1.75% Convertible Senior Notes, Due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 202,400 | $ 84,200 | ||
Convertible Debt [Member] | 3.5% Convertible Senior Notes, Due 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 42,471 | 143,750 | ||
Unamortized discount | (7,312) | (28,947) | ||
Net carrying amount | 35,159 | 114,803 | ||
Equity component | 7,629 | $ 55,038 | ||
Convertible Debt [Member] | 1.75% Convertible Senior Notes, Due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 202,366 | |||
Unamortized discount | (50,960) | |||
Net carrying amount | 151,406 | |||
Equity component | $ 47,400 |
Debt - Summary of Outstanding54
Debt - Summary of Outstanding Convertible Debt (Parenthetical) (Detail) | Jun. 30, 2015 | May. 31, 2015 | Dec. 31, 2014 | Dec. 15, 2010 |
3.5% Convertible Senior Notes, Due 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Coupon rate | 3.50% | 3.50% | ||
3.5% Convertible Senior Notes, Due 2017 [Member] | Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Coupon rate | 3.50% | 3.50% | ||
1.75% Convertible Senior Notes, Due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Coupon rate | 1.75% | |||
1.75% Convertible Senior Notes, Due 2021 [Member] | Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Coupon rate | 1.75% | 1.75% |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense Related to Convertible Debt (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Debt Disclosure [Abstract] | ||||
Coupon rate | $ 1,284 | $ 1,258 | $ 2,542 | $ 2,516 |
Amortization of discount | 2,125 | 1,890 | 4,193 | 3,724 |
Amortization of deferred financing costs | 132 | 101 | 242 | 200 |
Convertible Notes interest expense, Net | $ 3,541 | $ 3,249 | $ 6,977 | $ 6,440 |
Debt - Additional Information (
Debt - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
May. 31, 2015USD ($) | Jun. 30, 2015USD ($)$ / shares | Jun. 30, 2015USD ($)Days$ / sharesshares | Dec. 31, 2014USD ($) | Dec. 15, 2010USD ($) | |
Debt Instrument [Line Items] | |||||
Equity component of convertible debt | $ 47,400,000 | ||||
Debt instrument settlement amount related to conversion feature | 12,000 | ||||
Loss on extinguishment of long-term debt | $ 16,588,000 | 16,588,000 | |||
Proceeds from issuance of convertible debt | $ 79,901,000 | ||||
3.5% Convertible Senior Notes, Due 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Coupon rate | 3.50% | 3.50% | 3.50% | ||
Aggregate principal amount of convertible senior notes | $ 143,750,000 | ||||
Payable semi-annually in arrear | June 15 and December 15 | ||||
Debt instrument aggregate principal amount | $ 101,300,000 | ||||
Convertible value of instrument for convertible debt | $ 30,900,000 | ||||
Conversion of shares | shares | 10 | ||||
Principal amount of Convertible Notes | $ 1,000 | ||||
Initial conversion price | $ / shares | $ 100 | $ 100 | |||
Principal amount of the Convertible Notes part of repurchase price | 100.00% | ||||
Principal amount of Convertible Notes part of owners | 25.00% | ||||
Equity component of convertible debt | $ 55,000,000 | ||||
Number of shares issuable upon conversion of the Convertible Notes | shares | 424,710 | ||||
Fair value of Convertible Notes | $ 46,200,000 | $ 46,200,000 | |||
3.5% Convertible Senior Notes, Due 2017 [Member] | Common Shares [Member] | |||||
Debt Instrument [Line Items] | |||||
Closing price | $ / shares | $ 72.69 | $ 72.69 | |||
3.5% Convertible Senior Notes, Due 2017 [Member] | Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Coupon rate | 3.50% | 3.50% | 3.50% | ||
Aggregate principal amount of convertible senior notes | $ 42,471,000 | $ 42,471,000 | $ 143,750,000 | ||
Effective interest rate on debt borrowing | 12.50% | 12.50% | |||
1.75% Convertible Senior Notes, Due 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Coupon rate | 1.75% | ||||
Aggregate principal amount of convertible senior notes | $ 84,200,000 | $ 202,400,000 | $ 202,400,000 | ||
Payable semi-annually in arrear | June 15 and December 15 | ||||
Convertible value of instrument for convertible debt | $ 118,200,000 | $ 147,100,000 | |||
Conversion of shares | shares | 10 | ||||
Principal amount of Convertible Notes | $ 1,000 | ||||
Initial conversion price | $ / shares | $ 100 | $ 100 | |||
Principal amount of the Convertible Notes part of repurchase price | 100.00% | ||||
Equity component of convertible debt | $ 47,400,000 | ||||
Number of shares issuable upon conversion of the Convertible Notes | shares | 2,023,660 | ||||
Fair value of Convertible Notes | $ 197,500,000 | $ 197,500,000 | |||
Maturity of convertible senior notes | Dec. 15, 2021 | ||||
Debt instrument carrying amount | $ 83,100,000 | ||||
Write off of debt issuance costs | 1,000,000 | ||||
Debt instrument settlement amount related to conversion feature | $ 10,700,000 | ||||
Debt instrument, exchange agreement fair value | 88,000,000 | 88,000,000 | |||
Loss on extinguishment of long-term debt | $ 16,600,000 | ||||
Proceeds from issuance of convertible debt | 75,600,000 | ||||
Debt issuance costs | $ 5,200,000 | ||||
Debt instrument convertible debt, latest date | Jun. 15, 2021 | ||||
Debt instrument, trading days | Days | 20 | ||||
Debt instrument, consecutive trading days | 30 days | ||||
Debt instrument, conversion price percentage | 130.00% | ||||
Debt instrument, business day period | 5 days | ||||
Debt instrument convertible conversion rate | 98.00% | ||||
Redemption price percentage | 100.00% | ||||
Amount paid to sinking fund | $ 0 | ||||
1.75% Convertible Senior Notes, Due 2021 [Member] | Common Shares [Member] | |||||
Debt Instrument [Line Items] | |||||
Closing price | $ / shares | $ 72.69 | $ 72.69 | |||
1.75% Convertible Senior Notes, Due 2021 [Member] | Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Coupon rate | 1.75% | 1.75% | 1.75% | ||
Aggregate principal amount of convertible senior notes | $ 202,366,000 | $ 202,366,000 | |||
Effective interest rate on debt borrowing | 7.20% | 7.20% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Dec. 31, 2013 | Jun. 30, 2015 | Mar. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 04, 2015 | Dec. 31, 2014 | Jan. 30, 2014 | |
Schedule Of Stockholders Equity [Line Items] | ||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 25,000,000 | ||||
Common stock issued to settle liability | 26,042 | 50,330 | ||||||
Stock Option [Member] | ||||||||
Schedule Of Stockholders Equity [Line Items] | ||||||||
Common stock issued upon the exercise of stock options | 1,429 | 23,571 | ||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Schedule Of Stockholders Equity [Line Items] | ||||||||
Common stock upon the vesting of restricted stock units | 107,896 | 42,088 | ||||||
Patents [Member] | ||||||||
Schedule Of Stockholders Equity [Line Items] | ||||||||
Accrued milestone payment | $ 2 | |||||||
Additional acquired technology rights | $ 5 | |||||||
CircuLite [Member] | ||||||||
Schedule Of Stockholders Equity [Line Items] | ||||||||
Shares registered for issuance for acquisition | 530,816 | |||||||
Shares reserved in connection with future contingent milestone payments | 248,872 | 248,872 |
Share-Based Compensation - Allo
Share-Based Compensation - Allocation of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Recorded share-based compensation expense | $ 6,746 | $ 6,557 | $ 12,722 | $ 10,914 |
Cost of Revenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Recorded share-based compensation expense | 547 | 662 | 985 | 1,109 |
Selling, General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Recorded share-based compensation expense | 3,683 | 3,665 | 7,132 | 6,397 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Recorded share-based compensation expense | $ 2,516 | $ 2,230 | $ 4,605 | $ 3,408 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 04, 2015 | May. 31, 2012 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Option expiry period | 10 years | ||||
Weighted average grant date fair value per share option | $ 27.10 | $ 32.41 | |||
Proceeds from exercise of stock options | $ 31 | $ 613 | |||
2012 Plan Award [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for issuance under 2012 incentive award plan | 2,475,000 | ||||
Share issued upon vesting of Awards | 220,107 | ||||
Stock options issued | 720,803 | ||||
Stock options outstanding | 720,803 | ||||
Increase in number of shares available for issuance | 1,100,000 | ||||
Full Value Awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for issuance under 2012 incentive award plan | 2,375,000 | ||||
Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share issued upon vesting of Awards | 1,429 | 23,571 | |||
Stock options issued | 7,000 | ||||
Stock options outstanding | 113,000 | 107,000 | |||
Performance based option vesting period | 4 years | ||||
Aggregate Intrinsic value options | $ 100 | $ 1,600 | |||
Unrecognized compensation expense related to non-vested option awards | $ 200 | ||||
Expected weighted average period of recognition for Unrecognized Share-based compensation | 1 year | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense related to non-vested option awards | $ 36,300 | ||||
Expected weighted average period of recognition for Unrecognized Share-based compensation | 1 year 7 months 6 days | ||||
Contingent right to receive share of common stock | 1 | ||||
RSU's outstanding | 71,705 | ||||
Restricted stock units vested intrinsic value | $ 9,300 | $ 4,000 | |||
Weighted average grant date fair value per share other than option | $ 88.96 | $ 100.57 | |||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance based option vesting period | 3 years | ||||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance based option vesting period | 4 years |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted Average Assumptions Used for Options Issued (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility | 37.50% | 39.00% | 37.50% | 39.00% |
Risk-free interest rate | 1.69% | 1.65% | 1.69% | 1.65% |
Estimated holding period (years) | 5 years | 5 years | 5 years | 5 years |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Options Granted under All Plans (Detail) - Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Number of Options | ||
Outstanding, Beginning Balance | 107,000 | |
Granted | 7,000 | |
Exercised | (1,429) | (23,571) |
Forfeited | 0 | |
Expired | 0 | |
Outstanding, Ending Balance | 113,000 | |
Exercisable, Ending Balance | 100,000 | |
Weighted Average Exercise Price | ||
Outstanding, Beginning Balance | $ 48.32 | |
Granted | 76.60 | |
Exercised | 21.42 | |
Forfeited | 0 | |
Expired | 0 | |
Outstanding, Ending Balance | 49.59 | |
Exercisable, Ending Balance | $ 45.39 | |
Weighted Average Remaining Contractual Life | ||
Outstanding, Ending Balance | 4 years 3 months 11 days | |
Exercisable, Ending Balance | 3 years 8 months 9 days | |
Aggregate Intrinsic Value | ||
Outstanding, Ending Balance | $ 3,028 | |
Exercisable, Ending Balance | $ 3,016 |
Share-Based Compensation - Su62
Share-Based Compensation - Summary of RSU's (Detail) - Restricted Stock Units (RSUs) [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Number of Restricted Stock Units | ||
Outstanding, Beginning Balance | 589,000 | |
Granted | 299,000 | |
Vested/Exercised | (107,896) | (42,088) |
Forfeited | (20,000) | |
Expired | 0 | |
Outstanding, Ending Balance | 760,000 | |
Weighted Average Remaining Contractual Life | ||
Outstanding, Ending Balance | 1 year 7 months 13 days | |
Aggregate Intrinsic Value | ||
Outstanding, Ending Balance | $ 55,231 |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Diluted (Loss) Income Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerator: | ||||
Net (loss) income | $ (27,393) | $ 8,364 | $ (41,928) | $ (11,080) |
Denominator: | ||||
Basic weighted average shares outstanding | 17,269 | 16,989 | 17,232 | 16,962 |
Dilutive effects of share-based awards | 316 | |||
Diluted weighted-average shares outstanding | 17,269 | 17,305 | 17,232 | 16,962 |
(Loss) earnings per share: | ||||
Basic | $ (1.59) | $ 0.49 | $ (2.43) | $ (0.65) |
Diluted | $ (1.59) | $ 0.48 | $ (2.43) | $ (0.65) |
Earnings Per Share - Anti-Dilut
Earnings Per Share - Anti-Dilutive Securities Excluded from Computation of Weighted Average Shares Outstanding (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Stock Compensation Plan [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded | 873 | 304 | 873 | 840 |
3.5% Convertible Senior Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded | 425 | 1,438 | 425 | 1,438 |
1.75% Convertible Senior Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded | 2,024 | 2,024 |
Business Segment, Geographic 65
Business Segment, Geographic Areas and Major Customers - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015Customer | Jun. 30, 2014Customer | Jun. 30, 2015CustomerSegment | Jun. 30, 2014Customer | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | 1 | |||
Number of customers exceeding ten percent of sales | Customer | 0 | 0 | 0 | 0 |
Percentage of minimum product sales | 10.00% | 10.00% | 10.00% | 10.00% |
Business Segment, Geographic 66
Business Segment, Geographic Areas and Major Customers - Product Sales by Geographic Location (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue, net | $ 73,569 | $ 70,131 | $ 143,590 | $ 136,603 |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue, net | 42,922 | 36,945 | 85,111 | 70,733 |
Germany [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue, net | 13,072 | 17,404 | 25,813 | 32,082 |
International, Excluding Germany [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue, net | $ 17,575 | $ 15,782 | $ 32,666 | $ 33,788 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Commitments And Contingencies [Line Items] | ||
Purchase order commitments | Approximately $41.5 million | |
Purchase order commitments | $ 41,500,000 | |
Maximum period for purchase order commitments | 1 year | |
Contingent consideration | $ 48,080,000 | $ 43,740,000 |
Minimum [Member] | ||
Commitments And Contingencies [Line Items] | ||
Performance milestone payment term | 8 years | |
Maximum [Member] | ||
Commitments And Contingencies [Line Items] | ||
Performance milestone payment term | 10 years | |
Aggregate milestone payments | $ 285,000,000 | |
Scenario, Previously Reported [Member] | Maximum [Member] | ||
Commitments And Contingencies [Line Items] | ||
Aggregate milestone payments | $ 320,000,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 10, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Oct. 31, 2013 |
Subsequent Event [Line Items] | ||||
Long-term investment, amount | $ 14,340 | $ 14,635 | ||
Convertible Promissory Notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Long-term investment, amount | $ 10,000 | |||
Convertible Promissory Notes [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Long-term investment, amount | $ 5,000 |