Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 28, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Registrant Name | 'MAKO Surgical Corp. | ' |
Entity Central Index Key | '0001411861 | ' |
Trading Symbol | 'MAKO | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 51,479,936 |
Condensed_Balance_Sheets
Condensed Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | $12,939,000 | $61,367,000 |
Short-term investments | 39,938,000 | 11,899,000 |
Accounts receivable, net of allowances of $703 and $381, at September 30, 2013 and December 31, 2012, respectively | 16,382,000 | 22,389,000 |
Inventory | 24,589,000 | 25,080,000 |
Deferred cost of revenue | 1,348,000 | 967,000 |
Financing commitment asset (Note 8) | ' | 7,608,000 |
Prepaids and other current assets | 3,295,000 | 1,972,000 |
Total current assets | 98,491,000 | 131,282,000 |
Long-term investments | 3,403,000 | ' |
Cost method investment (Note 4) | 4,181,000 | 4,181,000 |
Property and equipment, net | 22,451,000 | 22,996,000 |
Intangible assets, net | 5,298,000 | 5,657,000 |
Other assets | 2,790,000 | 2,786,000 |
Total assets | 136,614,000 | 166,902,000 |
Current liabilities: | ' | ' |
Accounts payable | 1,036,000 | 2,267,000 |
Accrued compensation and employee benefits | 4,818,000 | 4,298,000 |
Other accrued liabilities | 15,101,000 | 8,727,000 |
Deferred revenue | 9,839,000 | 9,973,000 |
Warrant liability | 8,029,000 | ' |
Total current liabilities | 38,823,000 | 25,265,000 |
Deferred revenue, non-current | 755,000 | 800,000 |
Total liabilities | 39,578,000 | 26,065,000 |
Commitments and contingencies (Note 7) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.001 par value; 27,000,000 authorized; 0 shares issued and outstanding as of September 30, 2013 and December 31, 2012 | ' | ' |
Common stock, $0.001 par value; 135,000,000 authorized; 47,189,076 and 46,601,252 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively | 47,000 | 47,000 |
Additional paid-in capital | 369,194,000 | 362,364,000 |
Accumulated deficit | -272,180,000 | -221,576,000 |
Accumulated other comprehensive income (loss) | -25,000 | 2,000 |
Total stockholders' equity | 97,036,000 | 140,837,000 |
Total liabilities and stockholders' equity | $136,614,000 | $166,902,000 |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Condensed Balance Sheets [Abstract] | ' | ' |
Account receivable, allowances | $703 | $381 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 27,000,000 | 27,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 135,000,000 | 135,000,000 |
Common stock, shares issued | 47,189,076 | 46,601,252 |
Common stock, shares outstanding | 47,189,076 | 46,601,252 |
Unvested shares of restricted stock | 12,500 | 421,999 |
Condensed_Statements_Of_Operat
Condensed Statements Of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue: | ' | ' | ' | ' |
Procedures | $16,224 | $12,042 | $47,438 | $36,622 |
Systems | 2,695 | 14,413 | 17,425 | 28,467 |
Service | 3,843 | 2,722 | 10,933 | 7,402 |
Total revenue | 22,762 | 29,177 | 75,796 | 72,491 |
Cost of revenue: | ' | ' | ' | ' |
Procedures | 4,139 | 6,226 | 15,755 | 12,001 |
Systems | 1,773 | 5,453 | 7,353 | 10,697 |
Service | 522 | 295 | 1,306 | 1,127 |
Total cost of revenue | 6,434 | 11,974 | 24,414 | 23,825 |
Gross profit | 16,328 | 17,203 | 51,382 | 48,666 |
Operating costs and expenses: | ' | ' | ' | ' |
Selling, general and administrative (exclusive of depreciation and amortization) | 22,556 | 19,794 | 64,535 | 57,953 |
Research and development (exclusive of depreciation and amortization) | 6,235 | 4,973 | 16,881 | 15,071 |
Merger transaction expenses | 6,611 | ' | 6,611 | ' |
Depreciation and amortization | 2,174 | 1,787 | 6,323 | 5,244 |
Total operating costs and expenses | 37,576 | 26,554 | 94,350 | 78,268 |
Loss from operations | -21,248 | -9,351 | -42,968 | -29,602 |
Other income (expense), net | -8 | 2,842 | -7,621 | 2,867 |
Loss before income taxes | -21,256 | -6,509 | -50,589 | -26,735 |
Income tax expense | ' | 45 | 15 | 84 |
Net loss | ($21,256) | ($6,554) | ($50,604) | ($26,819) |
Net loss per share - Basic and diluted | ($0.45) | ($0.15) | ($1.08) | ($0.64) |
Weighted average common shares outstanding - Basic and diluted | 47,036 | 42,306 | 46,926 | 42,054 |
Condensed_Statements_Of_Compre
Condensed Statements Of Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Condensed Statement Of Other Comprehensive Loss [Abstract] | ' | ' | ' | ' |
Net loss | ($21,256) | ($6,554) | ($50,604) | ($26,819) |
Other comprehensive income (loss): | ' | ' | ' | ' |
Unrealized income (loss) on available-for-sale securities | 25 | -11 | -27 | -42 |
Comprehensive loss | ($21,231) | ($6,565) | ($50,631) | ($26,861) |
Condensed_Statements_Of_Cash_F
Condensed Statements Of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Operating activities: | ' | ' |
Net loss | ($50,604) | ($26,819) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 5,395 | 4,281 |
Amortization of intangible assets | 1,357 | 1,269 |
Stock-based compensation | 8,972 | 10,418 |
Provision for inventory reserve | 4,549 | 3,262 |
Amortization of premium on investment securities | 209 | 297 |
Loss on asset impairment | 2,465 | 828 |
Provision for doubtful accounts | 337 | 245 |
Issuance of stock under development agreement | 1,361 | 681 |
Non-cash changes under credit facility | 7,608 | -3,204 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 5,670 | 939 |
Inventory | -6,101 | -10,568 |
Deferred cost of revenue | -381 | -384 |
Prepaid and other current assets | -1,323 | -2,540 |
Other assets | -4 | -37 |
Accounts payable | -1,231 | -1,734 |
Accrued compensation and employee benefits | 520 | -5,287 |
Other accrued liabilities | 7,374 | -2,545 |
Deferred revenue | -179 | 3,215 |
Net cash used in operating activities | -14,006 | -27,683 |
Investing activities: | ' | ' |
Purchase of investments | -59,219 | -3,159 |
Proceeds from sales and maturities of investments | 27,541 | 30,813 |
Acquisition of property and equipment | -5,272 | -7,325 |
Acquisition of intangible assets | -998 | -65 |
Net cash provided by (used in) investing activities | -37,948 | 20,264 |
Financing activities: | ' | ' |
Payment under credit facility (Note 8) | -1,000 | ' |
Proceeds from employee stock purchase plan | 1,241 | 1,344 |
Exercise of common stock options and warrants for cash | 3,441 | 3,989 |
Payment of payroll taxes relating to vesting of restricted stock | -156 | -172 |
Net cash provided by financing activities | 3,526 | 5,161 |
Net decrease in cash and cash equivalents | -48,428 | -2,258 |
Cash and cash equivalents at beginning of period | 61,367 | 13,438 |
Cash and cash equivalents at end of period | 12,939 | 11,180 |
Non-cash investing and financing activities: | ' | ' |
Receipt of 13,110 and 4,556 shares of common stock delivered in payment of payroll taxes for the nine months ended September 30, 2013 and 2012, respectively | 156 | 172 |
Transfers of inventory to property and equipment | 2,043 | 2,273 |
Issuance of stock under development agreement | 1,361 | 681 |
Reclassification of warrants under credit facility (Note 8) | $8,029 | ' |
Condensed_Statements_Of_Cash_F1
Condensed Statements Of Cash Flows (Parenthetical) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Condensed Statements Of Cash Flows [Abstract] | ' | ' |
Receipt of common stock delivered in payment of payroll taxes, shares | 13,110 | 4,556 |
Organization_And_Basis_Of_Pres
Organization And Basis Of Presentation | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||
Organization And Basis Of Presentation [Abstract] | ' | ||||||||||||||||||
Organization And Basis Of Presentation | ' | ||||||||||||||||||
1. Organization and Basis of Presentation | |||||||||||||||||||
MAKO Surgical Corp. (the “Company” or “MAKO”) is an emerging medical device company that markets its RIO® Robotic Arm Interactive Orthopedic system, joint specific applications for the knee and hip, and proprietary RESTORIS® implants for orthopedic procedures called MAKOplasty®. The Company is headquartered in Fort Lauderdale, Florida and its common stock is listed on The NASDAQ Global Select Market under the ticker symbol “MAKO.” | |||||||||||||||||||
Merger Agreement with Stryker Corporation | |||||||||||||||||||
On September 25, 2013, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Stryker Corporation, a Michigan corporation (“Stryker”), and Lauderdale Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Stryker (“Merger Sub”). | |||||||||||||||||||
The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Stryker, and that, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of the Company outstanding immediately prior to the Effective Time (other than dissenting shares and shares owned by the Company, Stryker or Merger Sub or any of their subsidiaries) will be automatically converted into the right to receive $30.00 in cash, without interest (the “Merger Consideration”). | |||||||||||||||||||
Pursuant to the Merger Agreement, as of the Effective Time, (1) each option to purchase a share of the Company’s common stock that is outstanding immediately prior to the Effective Time will become fully vested and be converted into the right to receive a cash payment equal to the Merger Consideration, net of the exercise price, (2) each award of restricted shares of the Company’s common stock that is outstanding immediately prior to the Effective Time will become fully vested and be converted into the right to receive a cash payment equal to the product of the Merger Consideration and the number of shares subject to the award, and (3) each unexercised Company warrant that is outstanding immediately prior to the Effective Time will, in accordance with the terms of the applicable Company warrant, no longer be exercisable for any capital stock of the surviving corporation, but will only be exercisable or canceled, as applicable, in accordance with the terms of the applicable Company warrant in exchange for the Merger Consideration. | |||||||||||||||||||
The Board of Directors of the Company (the “Board”) has unanimously approved the Merger Agreement, the Merger and the other transactions contemplated thereby. The closing of the Merger is subject to the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote (the “Company Stockholder Approval”). The closing of the Merger is also subject to various customary conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the absence of any newly enacted law, injunction or order prohibiting the Merger; the accuracy of the representations and warranties contained in the Merger Agreement (generally subject to a material adverse effect qualification); compliance with the covenants and agreements in the Merger Agreement in all material respects; and, until August 31, 2014, the absence of certain pending actions by governmental entities against the parties to the Merger Agreement or their subsidiaries. The closing of the Merger is not subject to a financing condition. | |||||||||||||||||||
The Company has made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants (1) to conduct its business in the ordinary course during the period between the execution of the Merger Agreement and the closing of the Merger, (2) not to engage in specified types of transactions during this period unless agreed to in writing by Stryker, (3) to convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval and (4) subject to certain exceptions, not to withdraw, modify or qualify in a manner adverse to Stryker or Merger Sub the recommendation of the Board that the Company’s stockholders approve the adoption of the Merger Agreement. | |||||||||||||||||||
The Merger Agreement contains certain termination rights, including the right of the Company to terminate the Merger Agreement to accept an unsolicited superior proposal from a third party. The Merger Agreement provides that, upon termination of the Merger Agreement by the Company in order to accept a superior proposal, a termination fee of $61.0 million will be payable by the Company to Stryker. The termination fee is also payable under certain other limited circumstances, including if Stryker terminates the Merger Agreement due to the Board’s change of recommendation in favor of the Merger or the Company’s failure to include the Board’s recommendation in favor of the Merger in the proxy statement. In addition, subject to certain exceptions and limitations, either party may terminate the Merger Agreement if the Merger is not consummated by September 30, 2014. | |||||||||||||||||||
The Company retained J.P. Morgan as its financial advisor in connection with the proposed Merger and to deliver a fairness opinion in connection with the proposed Merger. The Company has agreed to pay J.P. Morgan an aggregate fee of approximately $19.0 million, of which approximately $16.0 million will be payable upon completion of the Merger, and of which $3.0 million was earned upon delivery of J.P. Morgan’s opinion and was not contingent on the consummation of any transaction. The $3.0 million was recorded to expense in merger transaction expenses in the condensed statement of operations for the three months ended September 30, 2013. In addition, the Company has agreed to reimburse J.P Morgan for its reasonable expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities, including liabilities arising under the Federal securities laws. | |||||||||||||||||||
Basis of Presentation | |||||||||||||||||||
In the opinion of management, the accompanying unaudited condensed financial statements (“condensed financial statements”) of the Company have been prepared on a basis consistent with the Company’s December 31, 2012 audited financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth herein. These condensed financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission and, therefore, omit certain information and footnote disclosure necessary to present the statements in accordance with accounting principles generally accepted in the United States. These quarterly condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2012 (the “Form 10-K”). The results of operations for the three and nine months ended September 30, 2013 may not be indicative of the results to be expected for the entire year or any future periods. | |||||||||||||||||||
Liquidity and Operations | |||||||||||||||||||
In executing its current business plan, the Company believes its existing cash, cash equivalents and investment balances will be sufficient to meet its anticipated cash requirements for at least the next twelve months. To the extent the Company’s available cash, cash equivalents and investment balances are insufficient to satisfy its operating requirements, the Company will need to seek additional sources of funds, including selling additional equity, debt or other securities, or modify its current business plan. The sale of additional equity or convertible debt securities may result in dilution to the Company’s current stockholders. If the Company raises additional funds through the issuance of debt securities, these securities may have rights senior to those of its common stock and could contain covenants that could restrict the Company’s operations and ability to issue dividends. The Company may also require additional capital beyond its currently forecasted amounts. Any required additional capital, whether forecasted or not, may not be available on reasonable terms, or at all. If the Company is unable to obtain additional financing, the Company may be required to reduce the scope of, delay or eliminate some or all of its planned research, development and commercialization activities, which could materially harm its business and results of operations. | |||||||||||||||||||
Concentrations of Credit Risk and Other Risks and Uncertainties | |||||||||||||||||||
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, investments, and accounts receivable. The Company’s cash and cash equivalents are held in demand and money market accounts at four large financial institutions. The Company’s investments are held in a variety of interest bearing instruments, including notes and bonds from U.S. government agencies and certificates of deposit at four large financial institutions. Such deposits are generally in excess of insured limits. The Company has not experienced any historical losses on its deposits of cash and cash equivalents. | |||||||||||||||||||
The Company may perform credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers. The Company provides an allowance for doubtful accounts when collections become doubtful but has not experienced any significant credit losses to date. | |||||||||||||||||||
The Company is subject to risks common to emerging companies in the medical device industry including, but not limited to: new technological innovations, dependence on key personnel, dependence on key suppliers, changes in general economic conditions and interest rates, protection of proprietary technology, compliance with new and established domestic and foreign government regulations and taxes, uncertainty of widespread market acceptance of products, unanticipated changes in the timing of the sales cycle for the Company’s products or the vetting process undertaken by prospective customers, access to credit for capital purchases by the Company’s customers, product liability, the need to obtain additional financing and reliance on single source suppliers for implant products and certain components of the RIO® Robotic Arm Interactive Orthopedic system (“RIO”). The Company’s products include components subject to rapid technological change. Certain components used in manufacturing have relatively few alternative sources of supply and establishing additional or replacement suppliers for such components cannot be accomplished quickly. The inability of any of these suppliers to fulfill the Company’s supply requirements may negatively impact future operating results. While the Company has ongoing programs to minimize the adverse effect of such uncertainty and considers technological change in estimating the net realizable value of its inventory, uncertainty continues to exist. | |||||||||||||||||||
The Company expects to derive most of its revenue from capital sales of its RIO, current and future MAKOplasty applications to the RIO (together with the RIO, the “RIO system”), recurring sales of implants and disposable products required for each MAKOplasty procedure, and service plans that are sold with the RIO system. If the Company is unable to achieve broad commercial acceptance of MAKOplasty or maintain or obtain regulatory clearances or approvals for current and future products, including other orthopedic products, its revenue would be adversely affected and the Company may not become profitable. | |||||||||||||||||||
The Company’s current versions of its RIO system, its MAKOplasty partial knee and total hip arthroplasty (“THA”) RIO applications, its RESTORIS® MCK multicompartmental knee implant systems and RESTORIS total hip implant systems have been cleared by the U.S. Food and Drug Administration (“FDA”). Certain products currently under development by the Company will require clearance or approval by the FDA or other international regulatory agencies prior to commercial sale. There can be no assurance that the Company’s products will receive the necessary clearances or approvals. If the Company were to be denied any such clearance or approval or such clearance or approval were delayed, it could have a material adverse impact on the Company. | |||||||||||||||||||
Reclassifications | |||||||||||||||||||
The Company reclassified depreciation expense for certain property and equipment from selling, general and administrative expense to depreciation and amortization expense in the prior period’s statement of operations to conform to the current period’s presentation. This change in presentation only affects the components of operating costs and expenses and does not affect total operating costs and expenses, revenue, cost of revenue, net loss or cash flows. Conforming changes have been made for all prior periods presented, as follows (in thousands): | |||||||||||||||||||
(in thousands) | Three Months Ended September 30, 2012 | Nine Months Ended September 30, 2012 | |||||||||||||||||
As Previously | Amount | As Reported | As Previously | Amount | As Reported | ||||||||||||||
Reported | Reclassified | Herein | Reported | Reclassified | Herein | ||||||||||||||
Selling, general and administrative | $ | 20,258 | $ | -464 | $ | 19,794 | $ | 59,330 | $ | -1,377 | $ | 57,953 | |||||||
Research and development | 4,973 | – | 4,973 | 15,071 | – | 15,071 | |||||||||||||
Merger transaction expenses | – | – | – | – | – | – | |||||||||||||
Depreciation and amortization | 1,323 | 464 | 1,787 | 3,867 | 1,377 | 5,244 | |||||||||||||
Total operating costs and expenses | $ | 26,554 | $ | – | $ | 26,554 | $ | 78,268 | $ | – | $ | 78,268 | |||||||
Summary_Of_Significant_Account
Summary Of Significant Accounting Policies | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Summary Of Significant Accounting Policies [Abstract] | ' | ||||||
Summary Of Significant Accounting Policies | ' | ||||||
2. Summary of Significant Accounting Policies | |||||||
Revenue Recognition | |||||||
Revenue is generated: from (1) unit sales of the RIO system, including associated applications, instrumentation, installation services and training; (2) sales of implants and disposable products utilized in MAKOplasty procedures; and (3) sales of maintenance services. The Company recognizes revenue in accordance with ASC 605-10, Revenue Recognition, when persuasive evidence of an arrangement exists, the fee is fixed or determinable, collection of the fee is probable and delivery has occurred. For all sales, the Company uses either a signed agreement or a binding purchase order as evidence of an arrangement. | |||||||
The Company’s multiple-element arrangements are generally comprised of the following elements that qualify as separate units of accounting: (1) sales of RIO systems and applications; (2) sales of implants and disposable products; and (3) sales of maintenance services. The Company’s revenue recognition policies generally result in revenue recognition at the following points: | |||||||
1. | RIO system sales: Revenues related to RIO system sales are recognized upon installation of the system, training of at least one surgeon, which typically occurs prior to or concurrent with the RIO system installation, and customer acceptance, if required. Applications sold separately to existing customers are recognized on the same basis as RIO system sales (e.g., upon installation of the application, training of at least one surgeon and customer acceptance, if required). | ||||||
2 | Procedure revenue: Revenues from the sale of implants and disposable products utilized in MAKOplasty procedures are recognized at the time of sale (i.e., at the time of the related surgical procedure). | ||||||
3 | Service revenue: Revenues from maintenance services are deferred and recognized ratably over the service period until no further obligation exists. Maintenance services include preventative maintenance and repair on the RIO system hardware, when-and-if-available software and hardware reliability upgrades (i.e., bug fixes) and telephone troubleshooting support. | ||||||
Sales of the Company’s RIO system generally include a one-year service obligation for maintenance (the “Service Obligation”). Upon recognition of a RIO system’s revenue in accordance with the Company’s revenue recognition policies, the Company defers a portion of the RIO system consideration attributable to the Service Obligation and recognizes it on a straight-line basis over the service period as a component of revenue – service in the statement of operations. Costs associated with providing maintenance services are expensed to cost of revenue – service as incurred. | |||||||
The Company allocates arrangement consideration to the RIO systems and associated instrumentation, its implants and disposables and its maintenance services based upon the relative selling-price method. Under this method, revenue is allocated at the time of sale to all deliverables based on their relative selling price using a specific hierarchy. The hierarchy is as follows: vendor-specific objective evidence (“VSOE”) of fair value of the respective elements, third-party evidence of selling price, or best estimate of selling price (“ESP”). | |||||||
The Company allocates arrangement consideration using ESP for its RIO system, ESP for its implants and disposable products and VSOE of fair value for its maintenance services. VSOE of fair value is based on the price charged when the element is sold separately. ESP is established by determining the price at which the Company would transact a sale if the product was sold on a stand-alone basis. The Company determines ESP for its products by considering multiple factors including, but not limited to, geographies, type of customer, and market conditions. The Company regularly reviews ESP and maintains internal controls over the establishment and updates of these estimates. | |||||||
Deferred Revenue and Deferred Cost of Revenue | |||||||
Deferred revenue consists of deferred service revenue, deferred system revenue and deferred procedure revenue. Deferred service revenue results from the advance payment for maintenance services to be delivered over a period of time, usually in one-year increments. Deferred system revenue arises from timing differences between the installation of RIO systems and satisfaction of all revenue recognition criteria consistent with the Company’s revenue recognition policy. Deferred procedure revenue arises from sales to independent international distributors which provide for a right of return. No revenue is recognized for these sales until the right of return expires or is waived. Deferred revenue expected to be realized within one year is classified as a current liability. Deferred cost of revenue consists of the direct costs associated with the manufacture of RIO systems and implants and disposable products for which the revenue has been deferred in accordance with the Company’s revenue recognition policy. The deferred revenue balance as of September 30, 2013 consisted primarily of deferred service revenue for maintenance services. | |||||||
Fair Value of Financial Instruments | |||||||
Carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities approximate fair value due to their short maturities. | |||||||
Inventory | |||||||
Inventory is stated at the lower of cost or market value on a first-in, first-out basis. Inventory costs include direct materials, direct labor and manufacturing overhead. The Company reviews its inventory periodically to determine net realizable value and considers product upgrades and new product introductions in its periodic review of realizability. During the nine months ended September 30, 2013, the Company increased its inventory reserve by $4.5 million, or $(0.10) per basic and diluted share for excess hip implant inventory. The inventory valuation adjustment was charged to cost of revenue – procedures in the condensed statement of operations. Inventory valuation reserves are determined based on the Company’s assessment of the forecasted demand for its products and the on hand quantities of inventory. Depending on demand for the Company’s products, technical obsolescence and new product introductions, future valuation adjustments of the Company’s inventory may occur. These factors are impacted by market and economic conditions, technology changes and new product introductions and require estimates that may include uncertain elements. | |||||||
Impairment of Long-Lived Assets | |||||||
The Company evaluates its long-lived assets for indicators of impairment by comparison of the carrying amounts to future net undiscounted cash flows expected to be generated by such assets when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. During the nine months ended September 30, 2013, the Company incurred asset impairments of $2.5 million, or $(0.05) per basic and diluted share. The impairment charge was primarily related to excess hip implant instruments used to perform THA procedures and was charged to selling, general and administrative expense in the condensed statement of operations. Depending on the operating performance and projected undiscounted cash flows associated with the related assets, future impairment charges of the Company’s long-lived assets may occur. | |||||||
Recent Accounting Pronouncements | |||||||
Effective January 1, 2013, the Company adopted accounting guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income (loss) by component. The adoption did not have a material impact on the Company’s results of operation or financial position. | |||||||
Net Loss Per Share | |||||||
The Company calculates net loss per share in accordance with ASC 260, Earnings per Share. Basic earnings per share (“EPS”) is calculated by dividing the net income or loss by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted EPS is computed by dividing the net income or loss by the weighted average number of common shares outstanding for the period and the weighted average number of dilutive common stock equivalents outstanding for the period determined using the treasury stock method. The following table sets forth potential shares of common stock that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive as of the end of each period presented: | |||||||
(in thousands) | September 30, | ||||||
2013 | 2012 | ||||||
Stock options outstanding | 6,513 | 5,396 | |||||
Warrants to purchase common stock | 1,211 | 1,211 | |||||
Unvested restricted stock | 13 | 431 | |||||
Total | 7,737 | 7,038 | |||||
AvailableForSale_Investments
Available-For-Sale Investments | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Available-For-Sale Investments [Abstract] | ' | ||||||||||||
Available-For-Sale Investments | ' | ||||||||||||
3. Available-For-Sale Investments | |||||||||||||
The Company’s investments are classified as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses included in accumulated other comprehensive income (loss) within stockholders’ equity. Realized gains and losses, interest and dividends, amortization of premium and discount on investment securities and declines in value determined to be other-than-temporary on available-for-sale securities are included in other income (expense), net. During the three and nine months ended September 30, 2013 and 2012, realized gains and losses recognized on the sale of investments were not significant. The cost of securities sold is based on the specific identification method. | |||||||||||||
The amortized cost and fair value of short and long-term investments, with gross unrealized gains and losses, were as follows: | |||||||||||||
As of September 30, 2013 | |||||||||||||
(in thousands) | Gross | Gross | |||||||||||
Amortized | Unrealized | Unrealized | Fair | ||||||||||
Cost | Gains | Losses | Value | ||||||||||
Short-term investments: | |||||||||||||
U.S. government agencies | $ | 21,000 | $ | 7 | $ | -6 | $ | 21,001 | |||||
Certificates of deposit | 18,953 | – | -16 | 18,937 | |||||||||
Long-term investments: | |||||||||||||
U.S. government agencies | 504 | – | -2 | 502 | |||||||||
Certificates of deposit | 2,909 | 2 | -10 | 2,901 | |||||||||
Total investments | $ | 43,366 | $ | 9 | $ | -34 | $ | 43,341 | |||||
As of December 31, 2012 | |||||||||||||
(in thousands) | Gross | Gross | |||||||||||
Amortized | Unrealized | Unrealized | Fair | ||||||||||
Cost | Gains | Losses | Value | ||||||||||
Short-term investments: | |||||||||||||
U.S. government agencies | $ | 1,704 | $ | 1 | $ | – | $ | 1,705 | |||||
Certificates of deposit | 10,193 | 7 | -6 | 10,194 | |||||||||
Total investments | $ | 11,897 | $ | 8 | $ | -6 | $ | 11,899 | |||||
As of September 30, 2013 and December 31, 2012, all short-term investments had maturity dates of less than one year. As of September 30, 2013, all long-term investments had maturity dates between one and two years. | |||||||||||||
Cost_Method_Investment
Cost Method Investment | 9 Months Ended |
Sep. 30, 2013 | |
Cost Method Investment [Abstract] | ' |
Cost Method Investment | ' |
4. Cost Method Investment | |
The Company has a minority equity interest in Pipeline Biomedical Holdings, Inc. (“Pipeline”) which the Company accounts for as a cost method investment under ASC 325-20, Cost Method Investments. The carrying amount of the equity interest in Pipeline consists of 1,137,513 shares of Pipeline common stock that are subject to redemption and conversion into an exclusive, limited distribution rights agreement for certain Pipeline technology in certain instances. The carrying amount of the equity interest in Pipeline is $4.2 million and is included in cost method investment on the balance sheet. It is not practical to estimate the fair value of the equity interest in Pipeline as Pipeline’s securities are not publicly traded. The Company reviews the equity interest in Pipeline for impairment whenever events or circumstances indicate that the carrying value may not be recoverable. No events or circumstances indicated that the equity interest in Pipeline was impaired as of September 30, 2013. See Note 11 for more information regarding the redemption of the Company’s minority equity interest in Pipeline in October 2013. | |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||
Fair Value Measurements | ' | ||||||||||||
5. Fair Value Measurements | |||||||||||||
A three-tier fair value hierarchy is utilized to prioritize the inputs used in measuring fair value. The hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are as follows: | |||||||||||||
· | Level 1 Inputs – unadjusted quoted prices in active markets for identical assets or liabilities; | ||||||||||||
· | Level 2 Inputs – inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly; and | ||||||||||||
· | Level 3 Inputs – unobservable inputs for the asset or liability. | ||||||||||||
The fair values of the Company’s financial assets measured on a recurring basis are summarized below: | |||||||||||||
(in thousands) | Fair Value Measurements at the Reporting Date Using | ||||||||||||
September 30, | |||||||||||||
2013 | Level 1 | Level 2 | Level 3 | ||||||||||
Short-term investments: | |||||||||||||
U.S. government agencies | $ | 21,001 | $ | 20,497 | $ | 504 | $ | – | |||||
Certificates of deposit | 18,937 | – | 18,937 | – | |||||||||
Long-term investments: | |||||||||||||
U.S. government agencies | 502 | – | 502 | – | |||||||||
Certificates of deposit | 2,901 | – | 2,901 | – | |||||||||
Total assets | $ | 43,341 | $ | 20,497 | $ | 22,844 | $ | – | |||||
Warrant liability: | |||||||||||||
Warrant liability | 8,029 | – | – | 8,029 | |||||||||
Total liabilities | $ | 8,029 | $ | – | $ | – | $ | 8,029 | |||||
(in thousands) | Fair Value Measurements at the Reporting Date Using | ||||||||||||
December 31, | |||||||||||||
2012 | Level 1 | Level 2 | Level 3 | ||||||||||
Short-term investments: | |||||||||||||
U.S. government agencies | $ | 1,705 | $ | 1,001 | $ | 704 | $ | – | |||||
Certificates of deposit | 10,194 | – | 10,194 | – | |||||||||
Financing commitment asset | 7,608 | – | – | 7,608 | |||||||||
Total assets | $ | 19,507 | $ | 1,001 | $ | 10,898 | $ | 7,608 | |||||
The Company’s Level 2 assets consist of certificates of deposit and U.S. government agency securities. Level 2 securities are priced based on quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active, or other observable market inputs for similar securities. There have been no transfers between Level 1 and Level 2 and no transfers to or from Level 3 of the fair value measurement hierarchy. See Note 8 for more information regarding the Company’s financing commitment asset and warrant liability. | |||||||||||||
The table below provides a reconciliation of the financing commitment asset measured at fair value on a recurring basis which use Level 3 inputs for the nine months ended September 30, 2013. | |||||||||||||
(in thousands) | Fair Value Measurements | ||||||||||||
Level 3 | |||||||||||||
Nine Months Ended | |||||||||||||
30-Sep-13 | |||||||||||||
Balance at December 31, 2012 | $ | 7,608 | |||||||||||
Change in value of financing commitment asset reported in other income (expense) | -7,608 | ||||||||||||
Balance at September 30, 2013 | $ | – | |||||||||||
The table below provides a reconciliation of the warrant liability measured at fair value on a recurring basis which use Level 3 inputs for the nine months ended September 30, 2013. | |||||||||||||
(in thousands) | Fair Value Measurements | ||||||||||||
Level 3 | |||||||||||||
Nine Months Ended | |||||||||||||
30-Sep-13 | |||||||||||||
Balance at December 31, 2012 | $ | – | |||||||||||
Transfers into Level 3 | 8,029 | ||||||||||||
Balance at September 30, 2013 | $ | 8,029 | |||||||||||
Inventory
Inventory | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Inventory [Abstract] | ' | ||||||
Inventory | ' | ||||||
6. Inventory | |||||||
Inventory consisted of the following: | |||||||
(in thousands) | September 30, | December 31, | |||||
2013 | 2012 | ||||||
Inventory: | |||||||
Raw materials | $ | 3,236 | $ | 4,351 | |||
Work-in-process | 1,345 | 1,159 | |||||
Finished goods | 20,008 | 19,570 | |||||
Total inventory | $ | 24,589 | $ | 25,080 | |||
See Note 2 for a discussion of the inventory valuation adjustment for the nine months ended September 30, 2013. | |||||||
Commitments_And_Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments And Contingencies [Abstract] | ' |
Commitments And Contingencies | ' |
7. Commitments and Contingencies | |
Purchase Commitments | |
At September 30, 2013, the Company was committed to make future purchases for inventory and other items that occur in the ordinary course of business under various purchase arrangements with fixed purchase provisions aggregating $7.7 million. | |
Contractual Obligations | |
On September 25, 2013, the Company entered into the Merger Agreement with Stryker. Upon a change of control event, the Company has a contingent obligation to make one-time payments of up to $18.0 million under certain royalty bearing arrangements related to its intellectual property rights. The contingent obligation to pay up to $18.0 million is generally in lieu of paying ongoing, periodic royalty payments. In addition, the Company retained J.P. Morgan as its financial advisor in connection with the proposed Merger and to deliver a fairness opinion in connection with the proposed Merger. The Company has agreed to pay J.P. Morgan an aggregate fee of approximately $19.0 million, of which approximately $16.0 million will be payable upon completion of the Merger, and of which $3.0 million was earned upon delivery of J.P. Morgan’s opinion and was not contingent on the consummation of any transaction. | |
Legal Proceedings | |
In May 2012, two shareholder complaints were filed in the U.S. District Court for the Southern District of Florida against the Company and certain of its officers and directors as purported class actions on behalf of all purchasers of the Company’s common stock between January 9, 2012 and May 7, 2012. The cases were filed under the captions James H. Harrison, Jr. v. MAKO Surgical Corp. et al., No. 12-cv-60875 and Brian Parker v. MAKO Surgical Corp. et al., No. 12-cv-60954. The court consolidated the Harrison and Parker complaints under the caption In re MAKO Surgical Corp. Securities Litigation, No. 12-60875-CIV-Cohn/Seltzer, and appointed Oklahoma Firefighters Pension and Retirement System and Baltimore County Employees’ Retirement System to serve as co-lead plaintiffs. In September 2012, the co-lead plaintiffs filed an amended complaint that expanded the proposed class period through July 9, 2012. The amended complaint alleged the Company, its Chief Executive Officer, President and Chairman, Maurice R. Ferré, M.D., and its Chief Financial Officer, Fritz L. LaPorte, violated federal securities laws by making misrepresentations and omissions during the proposed class period about the Company’s financial guidance for 2012 that artificially inflated the Company’s stock price. The amended complaint sought an unspecified amount of compensatory damages, interest, attorneys’ and expert fees, and costs. In October 2012, the Company, Dr. Ferré, and Mr. LaPorte filed a motion to dismiss the amended complaint in its entirety. On May 15, 2013, the court granted the motion to dismiss and found that the challenged statements in the amended complaint were not material misrepresentations or omissions but rather were forward-looking statements accompanied by meaningful cautionary language and thus not actionable. In its order, the court gave co-lead plaintiffs an opportunity to request leave to file a second amended complaint, which they declined. Accordingly, on June 14, 2013 the court closed the case and entered final judgment for the Company, Dr. Ferré and Mr. LaPorte. No appeal was filed and the time for filing an appeal has expired. | |
Additionally, in June and July 2012, four shareholder derivative complaints were filed against the Company, as nominal defendant, and its Board, as well as Dr. Ferré and, in two cases, Mr. LaPorte. Those complaints allege that the Company’s directors and certain officers violated their fiduciary duties, wasted corporate assets and were unjustly enriched by allowing the Company to make misrepresentations or omissions that exposed the Company to damages in an earlier filed securities class action and damage to the Company’s goodwill. | |
Two of the derivative actions were filed in the Seventeenth Judicial Circuit in and for Broward County, Florida and have been consolidated under the caption In re MAKO Surgical Corporation Shareholder Derivative Litigation, No. 12-cv-16221. By order dated July 3, 2012, the court stayed In re MAKO Surgical Corporation Shareholder Derivative Litigation pending a ruling on the motion to dismiss filed in the earlier-filed class action. On June 20, 2013, this case was voluntarily dismissed. | |
The two other derivative actions were filed in the U.S. District Court for the Southern District of Florida under the captions Todd Deehl v. Ferré et al., No. 12-cv-61238 and Robert Bardagy v. Ferré et al., No. 12-cv-61380. On August 29, 2012, the court consolidated these two federal cases under the caption In re MAKO Surgical Corp. Derivative Litig.¸ Case No. 12-61238-CIV-COHN-SELTZER and approved the filing of a consolidated complaint. The consolidated complaint alleged that the Company’s directors and two of its officers breached fiduciary duties, wasted corporate assets and were unjustly enriched by issuing, or allowing the issuance of, annual sales guidance for 2012 that they allegedly knew lacked any reasonable basis. The consolidated complaint sought an unspecified amount of damages, attorneys’ and expert fees, costs and corporate reforms to allegedly improve the Company’s corporate governance and internal procedures. On October 31, 2012, the Company and the individual defendants each filed motions to dismiss the consolidated complaint. On June 6, 2013, the court granted the Company’s motion to dismiss on the grounds that the plaintiff failed to comply with applicable law by serving a pre-suit demand on the Board or by adequately alleging that doing so would be futile. The court gave the plaintiff until June 27, 2013 to file a motion seeking leave to file a second amended complaint. | |
On June 14, 2013, the plaintiff in the federal court derivative action made a demand on the Company to inspect its books and records. Because the Company believed the plaintiff had not stated a proper purpose for the requested inspection, it denied this inspection request. | |
On June 27, 2013, the plaintiff filed a motion requesting sixty additional days to file a motion for leave to amend the consolidated complaint, alleging the intent to pursue a legal action in Delaware or Florida in order to inspect the Company’s books and records for the purpose of establishing futility of a pre-suit demand. On July 15, 2013, the Company and the individual defendants filed a motion opposing the plaintiff’s request for additional time. On August 15, 2013, the court entered an order denying plaintiffs' motion for an extension of time to file a motion for leave to amend the complaint and dismissing the case without prejudice. To date, plaintiff has not filed any action regarding his purported inspection rights or refiled a derivative action. | |
In addition, on October 31, 2012, the Board appointed a demand review committee, consisting of two independent directors, to review, investigate, and prepare a report and recommendation to the full Board regarding the claims raised in the consolidated federal derivative action, as well as a demand made on the Board by two Company shareholders, Amy and Charles Miller, challenging the Company’s sales projections for 2012 and statements about its future financial outlook and demanding that the Board file suit on behalf of the Company. On November 19, 2012, upon recommendation of the demand review committee, the Company and the individual defendants filed a joint motion to stay the consolidated federal derivative action pending the completion of the demand review committee’s investigation. When the court dismissed the federal derivative action, it also denied the motion to stay as moot. The demand review committee has not yet completed its review, investigation and report. | |
In connection with the proposed Merger between the Company and Stryker, the Company and the members of its Board have been named as defendants in nine putative stockholder class actions complaints challenging the transaction, three filed in the Court of Chancery in the State of Delaware (the “Delaware Actions”), and six filed in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida (the “Florida Actions”). The lawsuits generally allege that the individual defendants breached their fiduciary duties by, among other things, failing to obtain sufficient value for the Company’s stockholders in the transaction and agreeing to certain terms in the Merger Agreement that allegedly restrict the individual defendants’ ability to obtain a more favorable offer. The complaints also allege that the Company, Stryker, and/or Merger Sub aided and abetted these purported breaches of fiduciary duties. The relief sought includes, among other things, injunctive relief, unspecified compensatory and/or rescissory damages, attorney’s fees, other expenses, and costs. | |
On October 9, 2013, two of the three Delaware Actions were consolidated and, on October 18, 2013, the third Delaware Action was consolidated with the previous two. The six Florida Actions were consolidated on October 21, 2013. Prior to the consolidation, on October 16, 2013, defendants filed a motion to proceed in one jurisdiction in both the Florida and Delaware courts, in which the motion defendants sought to have all actions related to the proposed transaction litigated in only one of the two fora. | |
Following consolidation, on October 21, 2013, plaintiffs in the Delaware Actions filed a consolidated amended complaint in which they allege, in addition to the claims set out in the original complaints, that the Company’s directors also breached their fiduciary duties by failing to disclose purportedly material information to the Company’s stockholders in the preliminary proxy filed by the Company with the SEC on October 16, 2013. On October 22, 2013, plaintiffs in the Florida Actions likewise filed a consolidated amended complaint that added allegations regarding purported omissions in the preliminary proxy. | |
On October 22, 2013 and October 23, 2013, respectively, plaintiffs in both the Florida and Delaware Actions moved for expedited proceedings, and plaintiffs in the Delaware action also moved for a preliminary injunction to prevent the closing of the proposed transaction. On October 24, 2013, defendants filed an opposition to the expedited proceedings in the Florida Actions. On October 25, 2013, the Florida court heard argument on defendants’ motion to proceed in one forum and determined that Florida litigation would proceed. Shortly thereafter, the Florida court scheduled a preliminary injunction hearing for November 27, 2013. | |
On October 29, 2013, the Delaware court held a hearing on the defendant’s motion to proceed in one forum, and while reserving judgment, noted that it was inclined to let the Delaware Actions proceed. On October 31, 2013, the Florida court issued a Sua Sponte Order of Reconsideration and Staying Consolidated Actions, staying all proceedings in the Florida Actions (including the preliminary injunction hearing previously set for November 27, 2013). On November 4, 2013, the Delaware court heard argument on plaintiffs’ motion for expedited proceedings and on November 5, 2013, that court granted expedited proceedings in connection with certain of plaintiffs’ claims. | |
The Company continues to believe these lawsuits are meritless. | |
The Company has recorded $1.3 million to expense, $500,000 of which was incurred in prior periods, in selling, general and administrative expenses to cover the insurance deductible for the Company’s directors’ and officers’ insurance policies related to the above actions. | |
Contingencies | |
The Company accrues a liability for legal contingencies when it believes that it is both probable that a liability has been incurred and that it can reasonably estimate the amount of the loss. The Company reviews these accruals and adjusts them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel and other relevant information. To the extent new information is obtained and the Company's views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in the Company's accrued liabilities would be recorded in the period in which such determination is made. For the matters referenced in the paragraph below, the amount of liability is not probable or the amount cannot be reasonably estimated; and, therefore, accruals have not been made. In addition, in accordance with the relevant authoritative guidance, for matters which the likelihood of material loss is at least reasonably possible, the Company provides disclosure of the possible loss or range of loss; however, if a reasonable estimate cannot be made, the Company will provide disclosure to that effect. | |
In addition to the matters discussed in “Legal Proceedings” above, the Company is a defendant in various litigation matters generally arising in the normal course of business. Although it is difficult to predict the ultimate outcomes of these matters, the Company believes that it is not reasonably possible that the ultimate outcomes of these ordinary course litigation matters will materially and adversely affect its business, financial position, results of operations or cash flows. | |
Credit_Facility
Credit Facility | 9 Months Ended |
Sep. 30, 2013 | |
Credit Facility [Abstract] | ' |
Credit Facility | ' |
8. Credit Facility | |
On May 7, 2012, the Company entered into a Facility Agreement with affiliates of Deerfield Management Company, L.P. (“Deerfield”), as amended on June 28, 2012, pursuant to which Deerfield agreed to loan the Company up to $50 million, subject to the terms and conditions set forth in the Facility Agreement. Under the terms of the Facility Agreement, the Company had the flexibility, but was not required, to draw down on the Facility Agreement in $10 million increments (the “Financing Commitment”) at any time until May 15, 2013 (the “Draw Period”). No funds were drawn under the Facility Agreement which expired on May 15, 2013. | |
In exchange for the Financing Commitment, on May 7, 2012, the Company issued to Deerfield warrants to purchase 275,000 shares of the Company’s common stock at an exercise price of $27.70 per share. The warrants issued under the Facility Agreement expire on the seventh anniversary of its issuance. As of September 30, 2013, all 275,000 warrants were outstanding and exercisable. Each $10 million disbursement would have been accompanied by the issuance to Deerfield of warrants to purchase 140,000 shares of the Company’s common stock, at an exercise price equal to a 20% premium to the mean closing price of the Company’s common stock over the five trading days following receipt by Deerfield of the draw notice. | |
The Company was required to pay Deerfield a fee of $1.0 million (the “Facility Fee”) if no funds were drawn under the Facility Agreement, which it paid in the second quarter of 2013. The Company recorded $1.0 million to expense for the Facility Fee in other income (expense), net in the statement of operations during the year ended December 31, 2012, as the Company determined it was probable that it would be required to pay the Facility Fee. | |
The Financing Commitment was classified as a current asset on the condensed balance sheet and was considered a derivative as the Company could have put additional warrants and debt to Deerfield. The Financing Commitment was revalued each subsequent balance sheet date until the Draw Period expired, with any changes in the fair value between reporting periods recorded in other income (expense), net in the condensed statement of operations. The fair value of the Financing Commitment on December 31, 2012 was $7.6 million and the fair value of the Financing Commitment on March 31, 2013 was $6.9 million. Upon the expiration of the Draw Period on May 15, 2013, the Financing Commitment had no value and the $7.6 million change in the fair value of the Financing Commitment for the nine months ended September 30, 2013 (of which $661,000 and $6.9 million was incurred in the first and second quarter of 2013, respectively) was recorded in other income (expense), net in the condensed statement of operations. | |
The warrants to purchase 275,000 shares of the Company’s common stock were valued as of June 28, 2012 using a Monte Carlo simulation model with the following assumptions: expected life of 6.86 years, risk free rate of 1.05%, expected volatility of 63.54% and no expected dividend yield. The value of the Financing Commitment was determined using Level 3 inputs, or significant unobservable inputs. The value of the Financing Commitment at December 31, 2012 was determined by estimating the value of being able to borrow $50 million at a 6.75% interest rate (the “Loan Value”) net of the estimated value of the additional 700,000 warrants to be issued upon borrowing. The Loan Value was discounted using a market yield of 18%. The estimated value of the additional warrants to be issued was valued using a Monte Carlo simulation model with the following assumptions: expected life of 7.0 years, risk free rate of 1.21%, expected volatility of 63.02% and no expected dividend yield. The most significant unobservable input in estimating the value of the Financing Commitment was the 18% market yield. A 100 basis point change in the market yield input could change the value of the Financing Commitment by approximately $1.0 million. | |
The holder of a warrant may exercise the warrant either for cash or on a cashless basis. In connection with certain Major Transactions, as defined in the warrant, including a change of control of the Company or the sale of more than 50% of the Company’s assets, the holder may have the option to receive, in exchange for the warrant, a number of shares of common stock equal to the Black-Scholes value of the warrant, as defined in the warrant, divided by the closing price of the common stock on the trading day before closing. In certain circumstances, all or a portion of such payment may be made in cash rather than in shares of common stock. In connection with certain “events of default,” as defined in the Facility Agreement, the holder may have the option to receive, in exchange for the warrant, a number of shares of common stock equal to the Black-Scholes value of the warrant, as defined in the warrant, divided by the volume weighted average price for the five trading days prior to the applicable Default Notice, as defined in the warrant. | |
Prior to the Board’s approval of the Merger Agreement in September 2013, the warrants to purchase 275,000 shares of the Company’s common stock qualified for treatment as equity and the fair value of the warrants of $3.6 million on June 28, 2012 were classified as additional paid-in capital on the condensed balance sheet. Certain provisions in the Facility Agreement provided for cash redemption upon certain contingent events, including a Merger Agreement. Since the warrants fall under the scope of ASC 480, Distinguishing Liabilities from Equity, liability classification is required upon occurrence of a contingently redeemable event. Subsequent to the Board’s approval of the Merger Agreement, the warrants do not meet the criteria for equity treatment and therefore have been reclassified as a liability. The warrants were reclassified at fair value on the date of the Board’s approval of the Merger Agreement from additional paid-in capital to warrant liability in the condensed balance sheet. The fair value of the warrants of $8.0 million on September 30, 2013 are classified as warrant liability in the condensed balance sheet. The change in fair value of the warrant liability from Board’s approval of the Merger Agreement to September 30, 2013 was not significant. The warrant liability is subject to re-measurement at each balance sheet date until settled, and any change in fair value is recognized in the Company’s condensed statement of operations. | |
The warrants to purchase 275,000 shares of the Company’s common stock were valued as of September 30, 2013 using a Black-Scholes valuation model with the following assumptions: expected life of 5.62 years, risk free rate of 1.77%, expected volatility of 213.09%, expected stock price of $30.00 and no expected dividend yield. The fair value of the warrants of $8.0 million as of September 30, 2013, is the product of the Black-Scholes value of the warrants and a discount equal to the discount of the closing price of the Company’s common stock on September 30, 2013 relative to the Merger Consideration. The most significant unobservable input in estimating the fair value of the warrants was the discount rate. A 100 basis point change in the discount rate input could change the fair value of the warrants by approximately $80,000. | |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Stockholders' Equity [Abstract] | ' | |||||||||
Stockholders' Equity | ' | |||||||||
9. Stockholders’ Equity | ||||||||||
Preferred Stock | ||||||||||
As of September 30, 2013 and December 31, 2012, the Company was authorized to issue 27,000,000 shares of $0.001 par value preferred stock. As of September 30, 2013 and December 31, 2012, there were no shares of preferred stock issued or outstanding. | ||||||||||
Common Stock | ||||||||||
As of September 30, 2013 and December 31, 2012, the Company was authorized to issue 135,000,000 shares of $0.001 par value common stock. Common stockholders are entitled to dividends as and if declared by the Board, subject to the rights of holders of all classes of stock outstanding having priority rights as to dividends. There have been no dividends declared to date on the common stock. Each share of common stock is entitled to one vote on matters submitted to a vote of stockholders. | ||||||||||
Stock Option Plans and Stock-Based Compensation | ||||||||||
The Company recognizes compensation expense for its stock-based awards in accordance with ASC 718, Compensation-Stock Compensation. ASC 718 requires the recognition of compensation expense, using a fair value based method, for costs related to all stock-based payments including stock options. ASC 718 requires companies to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model. | ||||||||||
During the three months ended September 30, 2013 and 2012, stock-based compensation expense was $3.1 million and $4.3 million, respectively. Included within stock-based compensation expense for the three months ended September 30, 2013 were $2.9 million related to stock option grants, $85,000 related to restricted stock grants, and $78,000 related to employee stock purchases under the 2008 Employee Stock Purchase Plan. During the nine months ended September 30, 2013 and 2012, stock-based compensation expense was $9.0 million and $10.4 million, respectively. Included within stock-based compensation expense for the nine months ended September 30, 2013 were $8.0 million related to stock option grants, $618,000 related to restricted stock grants, and $304,000 related to employee stock purchases under the 2008 Employee Stock Purchase Plan. | ||||||||||
The Company’s 2004 Stock Incentive Plan (the “2004 Plan”), its 2008 Omnibus Incentive Plan (the “2008 Plan,” and together with the 2004 Plan, the “Plans”), and its 2008 Employee Stock Purchase Plan are described in the notes to financial statements in the Form 10-K. Generally, the Company’s outstanding stock options vest over four years. Stock options granted to certain non-employee directors generally vest over one year. Continued vesting typically terminates when the employment or consulting relationship ends. Vesting generally begins on the date of grant. | ||||||||||
The 2008 Plan contains an evergreen provision whereby the authorized shares increase on January 1st of each year in an amount equal to the least of (1) 4% of the total number of shares of the Company’s common stock outstanding on December 31st of the preceding year, (2) 2.5 million shares and (3) a number of shares determined by the Board that is lesser than (1) and (2). The number of additional shares authorized under the 2008 Plan on January 1, 2013 was approximately 1,881,000. | ||||||||||
Under the terms of the Plans, the maximum term of options intended to be incentive stock options granted to persons who own at least 10% of the voting power of all outstanding stock on the date of grant is 5 years. The maximum term of all other options is 10 years. Options issued under the 2008 Plan that are forfeited or expire will again be made available for issuing grants under the 2008 Plan. Options issued under the 2004 Plan that are forfeited or expire will not be made available for issuing grants under the 2008 Plan. All future equity awards will be made under the Company’s 2008 Plan. | ||||||||||
Activity under the Plans is summarized as follows: | ||||||||||
(in thousands, except per share data) | Outstanding Options | |||||||||
Shares/Options | Number of | Weighted Average | ||||||||
Available For Grant | Options | Exercise Price | ||||||||
Balance at December 31, 2012 | 884 | 5,450 | $ | 16.65 | ||||||
Shares reserved | 1,881 | – | – | |||||||
Shares surrendered under the 2008 Plan | 13 | – | – | |||||||
Options granted | -1,956 | 1,956 | 11.53 | |||||||
Options exercised | – | -439 | 7.66 | |||||||
Options forfeited under the 2004 Plan | – | -7 | 11.12 | |||||||
Options forfeited under the 2008 Plan | 447 | -447 | 22.31 | |||||||
Restricted stock forfeited under the 2008 Plan | 375 | – | – | |||||||
Balance at September 30, 2013 | 1,644 | 6,513 | $ | 15.34 | ||||||
In addition to the options issued under the Plans, the Company issued options to purchase 40,000 shares of its common stock under agreements for consulting services (the “Service Options”). As of September 30, 2013, 14,125 Service Options were vested and exercisable and 36,000 Service Options were outstanding with a weighted average exercise price of $11.04. | ||||||||||
The Company records stock-based compensation expense on a straight-line basis over the vesting period. As of September 30, 2013, there was total unrecognized compensation cost of approximately $21.8 million, net of estimated forfeitures, related to non-vested stock-based payments (including stock option grants, restricted stock grants and compensation expense relating to shares issued under the 2008 Employee Stock Purchase Plan). The unrecognized compensation cost will be adjusted for future changes in estimated forfeitures, and is expected to be recognized over a remaining weighted average period of 2.5 years as of September 30, 2013. | ||||||||||
The estimated grant date fair values of the employee stock options were calculated using the Black-Scholes valuation model, based on the following assumptions: | ||||||||||
Nine Months Ended September 30, | ||||||||||
2013 | 2012 | |||||||||
Risk-free interest rate | 0.04% - 2.40% | 0.91% - 1.40% | ||||||||
Expected life | 6.25 years | 6.25 years | ||||||||
Expected dividends | - | - | ||||||||
Expected volatility | 46.64% - 94.30% | 47.52% - 48.62% | ||||||||
During the nine months ended September 30, 2013, 375,000 shares of restricted stock subject to performance conditions were forfeited as the performance conditions were not achieved on the measurement date of March 31, 2013. As of September 30, 2013, 12,500 shares of restricted stock were unvested and outstanding. During the nine months ended September 30, 2013, 13,110 shares of common stock were surrendered to the Company to cover payroll taxes associated with the taxable income from the vesting of restricted stock previously granted. | ||||||||||
See Note 1 for information regarding the treatment of the Company’s stock-based instruments pursuant to the proposed Merger. | ||||||||||
Warrants | ||||||||||
In December 2004, the Company issued warrants to purchase 462,716 shares of common stock at a purchase price of $0.03 per share. The warrants were immediately exercisable at an exercise price of $3.00 per share, with the exercise period expiring in December 2014. As of September 30, 2013, 194,059 warrants were outstanding and exercisable. | ||||||||||
In October 2008, the Company issued warrants to purchase 1,290,323 shares of common stock at a purchase price of $0.125 per share and an exercise price of $7.44 per share. The warrants became exercisable on April 29, 2009 and have a seven-year term. As of September 30, 2013, 598,741 warrants were outstanding and exercisable. | ||||||||||
In October 2008, the Company issued warrants to purchase 322,581 shares of common stock at a purchase price of $0.125 per share and an exercise price of $6.20 per share. These warrants became exercisable on December 31, 2009 and have a seven-year term. As of September 30, 2013, 143,157 warrants were outstanding and exercisable. | ||||||||||
In May 2012, the Company issued warrants to purchase 275,000 shares of common stock at an exercise price of $27.70 per share. These warrants became exercisable on May 7, 2012 and have a seven-year term. As of September 30, 2013, all 275,000 warrants were outstanding and exercisable. | ||||||||||
See Note 1 for information regarding the treatment of the outstanding warrants pursuant to the proposed Merger. | ||||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes [Abstract] | ' |
Income Taxes | ' |
10. Income Taxes | |
The Company accounts for income taxes under ASC 740, Income Taxes. Deferred income taxes are determined based upon differences between financial reporting and income tax bases of assets and liabilities and are measured using the enacted income tax rates and laws that will be in effect when the differences are expected to reverse. The Company recognizes any interest and penalties related to unrecognized tax benefits as a component of income tax expense. | |
Due to uncertainty surrounding realization of the deferred income tax assets in future periods, the Company has recorded a 100% valuation allowance against its net deferred tax assets. If it is determined in the future that it is more likely than not that the deferred income tax assets are realizable, the valuation allowance will be reduced. | |
Subsequent_Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Event [Abstract] | ' |
Subsequent Event | ' |
11. Subsequent Event | |
On October 1, 2013, the Company entered into an Asset Purchase Agreement with Pipeline and on October 8, 2013, pursuant to the terms of the Asset Purchase Agreement, the Company completed the acquisition of substantially all of Pipeline’s business dedicated to the design, development, manufacture and commercialization of orthopedic devices and related instruments for use with robotic devices and manual medical procedures (the “Transaction”). | |
The purchase price for the Transaction consisted of a credit for a cash down payment previously paid to Pipeline in the amount of $2.5 million and the Company’s issuance at closing to Pipeline of an aggregate of 3,953,771 unregistered shares of common stock of the Company. The Company also entered into employment and consulting arrangements with certain key employees of the acquired business. | |
In connection with the Transaction, the Company’s 1,137,513 shares of Pipeline common stock were redeemed and converted into an exclusive, limited distribution rights agreement for certain Pipeline technology. | |
Organization_And_Basis_Of_Pres1
Organization And Basis Of Presentation (Policy) | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||
Organization And Basis Of Presentation [Abstract] | ' | ||||||||||||||||||
Basis Of Presentation | ' | ||||||||||||||||||
Basis of Presentation | |||||||||||||||||||
In the opinion of management, the accompanying unaudited condensed financial statements (“condensed financial statements”) of the Company have been prepared on a basis consistent with the Company’s December 31, 2012 audited financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth herein. These condensed financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission and, therefore, omit certain information and footnote disclosure necessary to present the statements in accordance with accounting principles generally accepted in the United States. These quarterly condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2012 (the “Form 10-K”). The results of operations for the three and nine months ended September 30, 2013 may not be indicative of the results to be expected for the entire year or any future periods. | |||||||||||||||||||
Liquidity And Operations | ' | ||||||||||||||||||
Liquidity and Operations | |||||||||||||||||||
In executing its current business plan, the Company believes its existing cash, cash equivalents and investment balances will be sufficient to meet its anticipated cash requirements for at least the next twelve months. To the extent the Company’s available cash, cash equivalents and investment balances are insufficient to satisfy its operating requirements, the Company will need to seek additional sources of funds, including selling additional equity, debt or other securities, or modify its current business plan. The sale of additional equity or convertible debt securities may result in dilution to the Company’s current stockholders. If the Company raises additional funds through the issuance of debt securities, these securities may have rights senior to those of its common stock and could contain covenants that could restrict the Company’s operations and ability to issue dividends. The Company may also require additional capital beyond its currently forecasted amounts. Any required additional capital, whether forecasted or not, may not be available on reasonable terms, or at all. If the Company is unable to obtain additional financing, the Company may be required to reduce the scope of, delay or eliminate some or all of its planned research, development and commercialization activities, which could materially harm its business and results of operations. | |||||||||||||||||||
Concentrations Of Credit Risk And Other Risks And Uncertainties | ' | ||||||||||||||||||
Concentrations of Credit Risk and Other Risks and Uncertainties | |||||||||||||||||||
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, investments, and accounts receivable. The Company’s cash and cash equivalents are held in demand and money market accounts at four large financial institutions. The Company’s investments are held in a variety of interest bearing instruments, including notes and bonds from U.S. government agencies and certificates of deposit at four large financial institutions. Such deposits are generally in excess of insured limits. The Company has not experienced any historical losses on its deposits of cash and cash equivalents. | |||||||||||||||||||
The Company may perform credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers. The Company provides an allowance for doubtful accounts when collections become doubtful but has not experienced any significant credit losses to date. | |||||||||||||||||||
The Company is subject to risks common to emerging companies in the medical device industry including, but not limited to: new technological innovations, dependence on key personnel, dependence on key suppliers, changes in general economic conditions and interest rates, protection of proprietary technology, compliance with new and established domestic and foreign government regulations and taxes, uncertainty of widespread market acceptance of products, unanticipated changes in the timing of the sales cycle for the Company’s products or the vetting process undertaken by prospective customers, access to credit for capital purchases by the Company’s customers, product liability, the need to obtain additional financing and reliance on single source suppliers for implant products and certain components of the RIO® Robotic Arm Interactive Orthopedic system (“RIO”). The Company’s products include components subject to rapid technological change. Certain components used in manufacturing have relatively few alternative sources of supply and establishing additional or replacement suppliers for such components cannot be accomplished quickly. The inability of any of these suppliers to fulfill the Company’s supply requirements may negatively impact future operating results. While the Company has ongoing programs to minimize the adverse effect of such uncertainty and considers technological change in estimating the net realizable value of its inventory, uncertainty continues to exist. | |||||||||||||||||||
The Company expects to derive most of its revenue from capital sales of its RIO, current and future MAKOplasty applications to the RIO (together with the RIO, the “RIO system”), recurring sales of implants and disposable products required for each MAKOplasty procedure, and service plans that are sold with the RIO system. If the Company is unable to achieve broad commercial acceptance of MAKOplasty or maintain or obtain regulatory clearances or approvals for current and future products, including other orthopedic products, its revenue would be adversely affected and the Company may not become profitable. | |||||||||||||||||||
The Company’s current versions of its RIO system, its MAKOplasty partial knee and total hip arthroplasty (“THA”) RIO applications, its RESTORIS® MCK multicompartmental knee implant systems and RESTORIS total hip implant systems have been cleared by the U.S. Food and Drug Administration (“FDA”). Certain products currently under development by the Company will require clearance or approval by the FDA or other international regulatory agencies prior to commercial sale. There can be no assurance that the Company’s products will receive the necessary clearances or approvals. If the Company were to be denied any such clearance or approval or such clearance or approval were delayed, it could have a material adverse impact on the Company. | |||||||||||||||||||
Reclassifications | ' | ||||||||||||||||||
Reclassifications | |||||||||||||||||||
The Company reclassified depreciation expense for certain property and equipment from selling, general and administrative expense to depreciation and amortization expense in the prior period’s statement of operations to conform to the current period’s presentation. This change in presentation only affects the components of operating costs and expenses and does not affect total operating costs and expenses, revenue, cost of revenue, net loss or cash flows. Conforming changes have been made for all prior periods presented, as follows (in thousands): | |||||||||||||||||||
(in thousands) | Three Months Ended September 30, 2012 | Nine Months Ended September 30, 2012 | |||||||||||||||||
As Previously | Amount | As Reported | As Previously | Amount | As Reported | ||||||||||||||
Reported | Reclassified | Herein | Reported | Reclassified | Herein | ||||||||||||||
Selling, general and administrative | $ | 20,258 | $ | -464 | $ | 19,794 | $ | 59,330 | $ | -1,377 | $ | 57,953 | |||||||
Research and development | 4,973 | – | 4,973 | 15,071 | – | 15,071 | |||||||||||||
Merger transaction expenses | – | – | – | – | – | – | |||||||||||||
Depreciation and amortization | 1,323 | 464 | 1,787 | 3,867 | 1,377 | 5,244 | |||||||||||||
Total operating costs and expenses | $ | 26,554 | $ | – | $ | 26,554 | $ | 78,268 | $ | – | $ | 78,268 | |||||||
Summary_Of_Significant_Account1
Summary Of Significant Accounting Policies (Policy) | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Summary Of Significant Accounting Policies [Abstract] | ' | ||||||
Revenue Recognition | ' | ||||||
Revenue Recognition | |||||||
Revenue is generated: from (1) unit sales of the RIO system, including associated applications, instrumentation, installation services and training; (2) sales of implants and disposable products utilized in MAKOplasty procedures; and (3) sales of maintenance services. The Company recognizes revenue in accordance with ASC 605-10, Revenue Recognition, when persuasive evidence of an arrangement exists, the fee is fixed or determinable, collection of the fee is probable and delivery has occurred. For all sales, the Company uses either a signed agreement or a binding purchase order as evidence of an arrangement. | |||||||
The Company’s multiple-element arrangements are generally comprised of the following elements that qualify as separate units of accounting: (1) sales of RIO systems and applications; (2) sales of implants and disposable products; and (3) sales of maintenance services. The Company’s revenue recognition policies generally result in revenue recognition at the following points: | |||||||
1. | RIO system sales: Revenues related to RIO system sales are recognized upon installation of the system, training of at least one surgeon, which typically occurs prior to or concurrent with the RIO system installation, and customer acceptance, if required. Applications sold separately to existing customers are recognized on the same basis as RIO system sales (e.g., upon installation of the application, training of at least one surgeon and customer acceptance, if required). | ||||||
2 | Procedure revenue: Revenues from the sale of implants and disposable products utilized in MAKOplasty procedures are recognized at the time of sale (i.e., at the time of the related surgical procedure). | ||||||
3 | Service revenue: Revenues from maintenance services are deferred and recognized ratably over the service period until no further obligation exists. Maintenance services include preventative maintenance and repair on the RIO system hardware, when-and-if-available software and hardware reliability upgrades (i.e., bug fixes) and telephone troubleshooting support. | ||||||
Sales of the Company’s RIO system generally include a one-year service obligation for maintenance (the “Service Obligation”). Upon recognition of a RIO system’s revenue in accordance with the Company’s revenue recognition policies, the Company defers a portion of the RIO system consideration attributable to the Service Obligation and recognizes it on a straight-line basis over the service period as a component of revenue – service in the statement of operations. Costs associated with providing maintenance services are expensed to cost of revenue – service as incurred. | |||||||
The Company allocates arrangement consideration to the RIO systems and associated instrumentation, its implants and disposables and its maintenance services based upon the relative selling-price method. Under this method, revenue is allocated at the time of sale to all deliverables based on their relative selling price using a specific hierarchy. The hierarchy is as follows: vendor-specific objective evidence (“VSOE”) of fair value of the respective elements, third-party evidence of selling price, or best estimate of selling price (“ESP”). | |||||||
The Company allocates arrangement consideration using ESP for its RIO system, ESP for its implants and disposable products and VSOE of fair value for its maintenance services. VSOE of fair value is based on the price charged when the element is sold separately. ESP is established by determining the price at which the Company would transact a sale if the product was sold on a stand-alone basis. The Company determines ESP for its products by considering multiple factors including, but not limited to, geographies, type of customer, and market conditions. The Company regularly reviews ESP and maintains internal controls over the establishment and updates of these estimates. | |||||||
Deferred Revenue And Deferred Cost Of Revenue | ' | ||||||
Deferred Revenue and Deferred Cost of Revenue | |||||||
Deferred revenue consists of deferred service revenue, deferred system revenue and deferred procedure revenue. Deferred service revenue results from the advance payment for maintenance services to be delivered over a period of time, usually in one-year increments. Deferred system revenue arises from timing differences between the installation of RIO systems and satisfaction of all revenue recognition criteria consistent with the Company’s revenue recognition policy. Deferred procedure revenue arises from sales to independent international distributors which provide for a right of return. No revenue is recognized for these sales until the right of return expires or is waived. Deferred revenue expected to be realized within one year is classified as a current liability. Deferred cost of revenue consists of the direct costs associated with the manufacture of RIO systems and implants and disposable products for which the revenue has been deferred in accordance with the Company’s revenue recognition policy. The deferred revenue balance as of September 30, 2013 consisted primarily of deferred service revenue for maintenance services. | |||||||
Fair Value Of Financial Instruments | ' | ||||||
Fair Value of Financial Instruments | |||||||
Carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities approximate fair value due to their short maturities. | |||||||
Inventory | ' | ||||||
Inventory | |||||||
Inventory is stated at the lower of cost or market value on a first-in, first-out basis. Inventory costs include direct materials, direct labor and manufacturing overhead. The Company reviews its inventory periodically to determine net realizable value and considers product upgrades and new product introductions in its periodic review of realizability. During the nine months ended September 30, 2013, the Company increased its inventory reserve by $4.5 million, or $(0.10) per basic and diluted share for excess hip implant inventory. The inventory valuation adjustment was charged to cost of revenue – procedures in the condensed statement of operations. Inventory valuation reserves are determined based on the Company’s assessment of the forecasted demand for its products and the on hand quantities of inventory. Depending on demand for the Company’s products, technical obsolescence and new product introductions, future valuation adjustments of the Company’s inventory may occur. These factors are impacted by market and economic conditions, technology changes and new product introductions and require estimates that may include uncertain elements. | |||||||
Impairment Of Long-Lived Assets | ' | ||||||
Impairment of Long-Lived Assets | |||||||
The Company evaluates its long-lived assets for indicators of impairment by comparison of the carrying amounts to future net undiscounted cash flows expected to be generated by such assets when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. During the nine months ended September 30, 2013, the Company incurred asset impairments of $2.5 million, or $(0.05) per basic and diluted share. The impairment charge was primarily related to excess hip implant instruments used to perform THA procedures and was charged to selling, general and administrative expense in the condensed statement of operations. Depending on the operating performance and projected undiscounted cash flows associated with the related assets, future impairment charges of the Company’s long-lived assets may occur. | |||||||
Recent Accounting Pronouncements | ' | ||||||
Recent Accounting Pronouncements | |||||||
Effective January 1, 2013, the Company adopted accounting guidance which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income (loss) by component. The adoption did not have a material impact on the Company’s results of operation or financial position. | |||||||
Net Loss Per Share | ' | ||||||
Net Loss Per Share | |||||||
The Company calculates net loss per share in accordance with ASC 260, Earnings per Share. Basic earnings per share (“EPS”) is calculated by dividing the net income or loss by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted EPS is computed by dividing the net income or loss by the weighted average number of common shares outstanding for the period and the weighted average number of dilutive common stock equivalents outstanding for the period determined using the treasury stock method. The following table sets forth potential shares of common stock that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive as of the end of each period presented: | |||||||
(in thousands) | September 30, | ||||||
2013 | 2012 | ||||||
Stock options outstanding | 6,513 | 5,396 | |||||
Warrants to purchase common stock | 1,211 | 1,211 | |||||
Unvested restricted stock | 13 | 431 | |||||
Total | 7,737 | 7,038 | |||||
Organization_And_Basis_Of_Pres2
Organization And Basis Of Presentation (Tables) | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||
Organization And Basis Of Presentation [Abstract] | ' | ||||||||||||||||||
Schedule Of Reclassified Depreciation Expense For Certain Property And Equipment | ' | ||||||||||||||||||
(in thousands) | Three Months Ended September 30, 2012 | Nine Months Ended September 30, 2012 | |||||||||||||||||
As Previously | Amount | As Reported | As Previously | Amount | As Reported | ||||||||||||||
Reported | Reclassified | Herein | Reported | Reclassified | Herein | ||||||||||||||
Selling, general and administrative | $ | 20,258 | $ | -464 | $ | 19,794 | $ | 59,330 | $ | -1,377 | $ | 57,953 | |||||||
Research and development | 4,973 | – | 4,973 | 15,071 | – | 15,071 | |||||||||||||
Merger transaction expenses | – | – | – | – | – | – | |||||||||||||
Depreciation and amortization | 1,323 | 464 | 1,787 | 3,867 | 1,377 | 5,244 | |||||||||||||
Total operating costs and expenses | $ | 26,554 | $ | – | $ | 26,554 | $ | 78,268 | $ | – | $ | 78,268 | |||||||
Summary_Of_Significant_Account2
Summary Of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Summary Of Significant Accounting Policies [Abstract] | ' | ||||||
Potential Shares Of Common Stock Not Included In Calculation Of Diluted Net Loss Per Share | ' | ||||||
(in thousands) | September 30, | ||||||
2013 | 2012 | ||||||
Stock options outstanding | 6,513 | 5,396 | |||||
Warrants to purchase common stock | 1,211 | 1,211 | |||||
Unvested restricted stock | 13 | 431 | |||||
Total | 7,737 | 7,038 | |||||
AvailableForSale_Investments_T
Available-For-Sale Investments (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Available-For-Sale Investments [Abstract] | ' | ||||||||||||
Amortized Cost And Fair Value Of Short And Long-Term Investments With Gross Unrealized Gains And Losses | ' | ||||||||||||
As of September 30, 2013 | |||||||||||||
(in thousands) | Gross | Gross | |||||||||||
Amortized | Unrealized | Unrealized | Fair | ||||||||||
Cost | Gains | Losses | Value | ||||||||||
Short-term investments: | |||||||||||||
U.S. government agencies | $ | 21,000 | $ | 7 | $ | -6 | $ | 21,001 | |||||
Certificates of deposit | 18,953 | – | -16 | 18,937 | |||||||||
Long-term investments: | |||||||||||||
U.S. government agencies | 504 | – | -2 | 502 | |||||||||
Certificates of deposit | 2,909 | 2 | -10 | 2,901 | |||||||||
Total investments | $ | 43,366 | $ | 9 | $ | -34 | $ | 43,341 | |||||
As of December 31, 2012 | |||||||||||||
(in thousands) | Gross | Gross | |||||||||||
Amortized | Unrealized | Unrealized | Fair | ||||||||||
Cost | Gains | Losses | Value | ||||||||||
Short-term investments: | |||||||||||||
U.S. government agencies | $ | 1,704 | $ | 1 | $ | – | $ | 1,705 | |||||
Certificates of deposit | 10,193 | 7 | -6 | 10,194 | |||||||||
Total investments | $ | 11,897 | $ | 8 | $ | -6 | $ | 11,899 | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||
Fair Values Of The Investments Based On The Level Of Inputs | ' | ||||||||||||
(in thousands) | Fair Value Measurements at the Reporting Date Using | ||||||||||||
September 30, | |||||||||||||
2013 | Level 1 | Level 2 | Level 3 | ||||||||||
Short-term investments: | |||||||||||||
U.S. government agencies | $ | 21,001 | $ | 20,497 | $ | 504 | $ | – | |||||
Certificates of deposit | 18,937 | – | 18,937 | – | |||||||||
Long-term investments: | |||||||||||||
U.S. government agencies | 502 | – | 502 | – | |||||||||
Certificates of deposit | 2,901 | – | 2,901 | – | |||||||||
Total assets | $ | 43,341 | $ | 20,497 | $ | 22,844 | $ | – | |||||
Warrant liability: | |||||||||||||
Warrant liability | 8,029 | – | – | 8,029 | |||||||||
Total liabilities | $ | 8,029 | $ | – | $ | – | $ | 8,029 | |||||
(in thousands) | Fair Value Measurements at the Reporting Date Using | ||||||||||||
December 31, | |||||||||||||
2012 | Level 1 | Level 2 | Level 3 | ||||||||||
Short-term investments: | |||||||||||||
U.S. government agencies | $ | 1,705 | $ | 1,001 | $ | 704 | $ | – | |||||
Certificates of deposit | 10,194 | – | 10,194 | – | |||||||||
Financing commitment asset | 7,608 | – | – | 7,608 | |||||||||
Total assets | $ | 19,507 | $ | 1,001 | $ | 10,898 | $ | 7,608 | |||||
Reconciliation Of Fair Value Of Financing Commitments | ' | ||||||||||||
(in thousands) | Fair Value Measurements | ||||||||||||
Level 3 | |||||||||||||
Nine Months Ended | |||||||||||||
30-Sep-13 | |||||||||||||
Balance at December 31, 2012 | $ | 7,608 | |||||||||||
Change in value of financing commitment asset reported in other income (expense) | -7,608 | ||||||||||||
Balance at September 30, 2013 | $ | – | |||||||||||
Reconciliation Of Fair Value Of Warrant Liability | ' | ||||||||||||
(in thousands) | Fair Value Measurements | ||||||||||||
Level 3 | |||||||||||||
Nine Months Ended | |||||||||||||
30-Sep-13 | |||||||||||||
Balance at December 31, 2012 | $ | – | |||||||||||
Transfers into Level 3 | 8,029 | ||||||||||||
Balance at September 30, 2013 | $ | 8,029 | |||||||||||
Inventory_Tables
Inventory (Tables) | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Inventory [Abstract] | ' | ||||||
Inventory Components | ' | ||||||
(in thousands) | September 30, | December 31, | |||||
2013 | 2012 | ||||||
Inventory: | |||||||
Raw materials | $ | 3,236 | $ | 4,351 | |||
Work-in-process | 1,345 | 1,159 | |||||
Finished goods | 20,008 | 19,570 | |||||
Total inventory | $ | 24,589 | $ | 25,080 | |||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Stockholders' Equity [Abstract] | ' | |||||||||
Summarized Incentive Plans Activity | ' | |||||||||
(in thousands, except per share data) | Outstanding Options | |||||||||
Shares/Options | Number of | Weighted Average | ||||||||
Available For Grant | Options | Exercise Price | ||||||||
Balance at December 31, 2012 | 884 | 5,450 | $ | 16.65 | ||||||
Shares reserved | 1,881 | – | – | |||||||
Shares surrendered under the 2008 Plan | 13 | – | – | |||||||
Options granted | -1,956 | 1,956 | 11.53 | |||||||
Options exercised | – | -439 | 7.66 | |||||||
Options forfeited under the 2004 Plan | – | -7 | 11.12 | |||||||
Options forfeited under the 2008 Plan | 447 | -447 | 22.31 | |||||||
Restricted stock forfeited under the 2008 Plan | 375 | – | – | |||||||
Balance at September 30, 2013 | 1,644 | 6,513 | $ | 15.34 | ||||||
Assumptions For Estimated Grant Date Fair Values Of Stock Options Calculated Using Black-Scholes Valuation | ' | |||||||||
Nine Months Ended September 30, | ||||||||||
2013 | 2012 | |||||||||
Risk-free interest rate | 0.04% - 2.40% | 0.91% - 1.40% | ||||||||
Expected life | 6.25 years | 6.25 years | ||||||||
Expected dividends | - | - | ||||||||
Expected volatility | 46.64% - 94.30% | 47.52% - 48.62% | ||||||||
Organization_And_Basis_Of_Pres3
Organization And Basis Of Presentation (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 25, 2013 | Dec. 31, 2012 | |
entity | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Common stock, par value | $0.00 | $0.00 | $0.00 | $0.00 |
Merger transaction expenses | $6,611,000 | $6,611,000 | ' | ' |
Cash and cash equivalents held in demand and money market accounts, financial institutions | ' | 4 | ' | ' |
Investments held in interest bearing instruments, financial institutions | ' | 4 | ' | ' |
Stryker Corporation [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Cash to be received, per share, when converted | ' | ' | $30 | ' |
Termination fee, payable if agreement is terminated in order to accept a superior proposal | ' | 61,000,000 | ' | ' |
J.P. Morgan [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Aggregate fee | ' | 19,000,000 | ' | ' |
Aggregate fee, payable upon completion of merger | ' | 16,000,000 | ' | ' |
Aggregate fee, earned upon delivery of opinion | ' | 3,000,000 | ' | ' |
Merger transaction expenses | $3,000,000 | ' | ' | ' |
Organization_And_Basis_Of_Pres4
Organization And Basis Of Presentation (Schedule Of Reclassified Depreciation Expense For Certain Property And Equipment) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Selling, general and administrative | $22,556,000 | $19,794,000 | $64,535,000 | $57,953,000 |
Research and development | 6,235,000 | 4,973,000 | 16,881,000 | 15,071,000 |
Merger transaction expenses | 6,611,000 | ' | 6,611,000 | ' |
Depreciation and amortization | 2,174,000 | 1,787,000 | 6,323,000 | 5,244,000 |
Total operating costs and expenses | 37,576,000 | 26,554,000 | 94,350,000 | 78,268,000 |
As Previously Reported [Member] | ' | ' | ' | ' |
Selling, general and administrative | ' | 20,258,000 | ' | 59,330,000 |
Research and development | ' | 4,973,000 | ' | 15,071,000 |
Depreciation and amortization | ' | 1,323,000 | ' | 3,867,000 |
Total operating costs and expenses | ' | 26,554,000 | ' | 78,268,000 |
Amount Reclassified [Member] | ' | ' | ' | ' |
Selling, general and administrative | ' | -464,000 | ' | -1,377,000 |
Depreciation and amortization | ' | 464,000 | ' | 1,377,000 |
As Reported Herein [Member] | ' | ' | ' | ' |
Selling, general and administrative | ' | 19,794,000 | ' | 57,953,000 |
Research and development | ' | 4,973,000 | ' | 15,071,000 |
Depreciation and amortization | ' | 1,787,000 | ' | 5,244,000 |
Total operating costs and expenses | ' | $26,554,000 | ' | $78,268,000 |
Summary_Of_Significant_Account3
Summary Of Significant Accounting Policies (Details) (USD $) | 9 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
item | ||
Summary Of Significant Policies [Line Items] | ' | ' |
Revenue recognition on RIO system sale, number of surgeons trained, minimum | 1 | ' |
Time period for deferred service revenue | '1 year | ' |
Expected time period to realize deferred revenue | '1 year | ' |
RIO system warranty period | '1 year | ' |
Provision for inventory reserve | $4,549 | $3,262 |
Basic and diluted earnings per share write-off amount for inventory reserve | ($0.10) | ' |
Asset impairments | $2,465 | $828 |
Basic and diluted earnings per share asset impairments charges | ($0.05) | ' |
Total | 7,737 | 7,038 |
Stock Options Outstanding [Member] | ' | ' |
Summary Of Significant Policies [Line Items] | ' | ' |
Total | 6,513 | 5,396 |
Warrants To Purchase Common Stock [Member] | ' | ' |
Summary Of Significant Policies [Line Items] | ' | ' |
Total | 1,211 | 1,211 |
Restricted Stock [Member] | ' | ' |
Summary Of Significant Policies [Line Items] | ' | ' |
Total | 13 | 431 |
AvailableForSale_Investments_D
Available-For-Sale Investments (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | Short-Term Investments [Member] | U.S. Government Agencies [Member] | U.S. Government Agencies [Member] | U.S. Government Agencies [Member] | Certificates Of Deposit [Member] | Certificates Of Deposit [Member] | Certificates Of Deposit [Member] | Maximum [Member] | Minimum [Member] | ||
Short-Term Investments [Member] | Short-Term Investments [Member] | Long-Term Investments [Member] | Short-Term Investments [Member] | Short-Term Investments [Member] | Long-Term Investments [Member] | Long-Term Investments [Member] | Long-Term Investments [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortized Cost | $43,366 | $11,897 | ' | $21,000 | $1,704 | $504 | $18,953 | $10,193 | $2,909 | ' | ' |
Gross Unrealized Gains | 9 | 8 | ' | 7 | 1 | ' | ' | 7 | 2 | ' | ' |
Gross Unrealized Losses | -34 | -6 | ' | -6 | ' | -2 | -16 | -6 | -10 | ' | ' |
Fair Value | $43,341 | $11,899 | ' | $21,001 | $1,705 | $502 | $18,937 | $10,194 | $2,901 | ' | ' |
Maturity date time period for short-term investments | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date time period for long-term investments | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | '1 year |
Cost_Method_Investment_Details
Cost Method Investment (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Cost Method Investment [Line Items] | ' | ' |
Cost Method Investments | $4,181 | $4,181 |
Pipeline [Member] | ' | ' |
Cost Method Investment [Line Items] | ' | ' |
Common stock that are subject to redemption and conversion into an exclusive, limited distribution rights agreement, shares | 1,137,513 | ' |
Fair_Value_Measurements_Fair_V
Fair Value Measurements (Fair Values Of The Investments Based On The Level Of Inputs) (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value Of Investments [Line Items] | ' | ' |
Financial assets, Fair Value | $43,341 | $19,507 |
Financial liabilities, Fair Value | 8,029 | ' |
U.S. Government Agencies [Member] | Short-Term Investments [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financial assets, Fair Value | 21,001 | 1,705 |
U.S. Government Agencies [Member] | Long-Term Investments [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financial assets, Fair Value | 502 | ' |
Certificates Of Deposit [Member] | Short-Term Investments [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financial assets, Fair Value | 18,937 | 10,194 |
Certificates Of Deposit [Member] | Long-Term Investments [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financial assets, Fair Value | 2,901 | ' |
Financing Commitment Asset [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financing commitment, Fair Value | ' | 7,608 |
Warrant Liability [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financial liabilities, Fair Value | 8,029 | ' |
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financial assets, Fair Value | 20,497 | 1,001 |
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | U.S. Government Agencies [Member] | Short-Term Investments [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financial assets, Fair Value | 20,497 | 1,001 |
Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financial assets, Fair Value | 22,844 | 10,898 |
Significant Other Observable Inputs (Level 2) [Member] | U.S. Government Agencies [Member] | Short-Term Investments [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financial assets, Fair Value | 504 | 704 |
Significant Other Observable Inputs (Level 2) [Member] | U.S. Government Agencies [Member] | Long-Term Investments [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financial assets, Fair Value | 502 | ' |
Significant Other Observable Inputs (Level 2) [Member] | Certificates Of Deposit [Member] | Short-Term Investments [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financial assets, Fair Value | 18,937 | 10,194 |
Significant Other Observable Inputs (Level 2) [Member] | Certificates Of Deposit [Member] | Long-Term Investments [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financial assets, Fair Value | 2,901 | ' |
Significant Unobservable Inputs (Level 3) [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financial assets, Fair Value | ' | 7,608 |
Financial liabilities, Fair Value | 8,029 | ' |
Significant Unobservable Inputs (Level 3) [Member] | U.S. Government Agencies [Member] | Short-Term Investments [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financial assets, Fair Value | ' | ' |
Significant Unobservable Inputs (Level 3) [Member] | U.S. Government Agencies [Member] | Long-Term Investments [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financial assets, Fair Value | ' | ' |
Significant Unobservable Inputs (Level 3) [Member] | Certificates Of Deposit [Member] | Short-Term Investments [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financial assets, Fair Value | ' | ' |
Significant Unobservable Inputs (Level 3) [Member] | Certificates Of Deposit [Member] | Long-Term Investments [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financial assets, Fair Value | ' | ' |
Significant Unobservable Inputs (Level 3) [Member] | Financing Commitment Asset [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financing commitment, Fair Value | ' | 7,608 |
Significant Unobservable Inputs (Level 3) [Member] | Warrant Liability [Member] | ' | ' |
Fair Value Of Investments [Line Items] | ' | ' |
Financial liabilities, Fair Value | $8,029 | ' |
Fair_Value_Measurements_Reconc
Fair Value Measurements (Reconciliation Of Fair Value Of Financing Commitments) (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Fair Value Measurements [Abstract] | ' |
Balance at December 31, 2012 | $7,608 |
Change in value of financing commitment asset reported in other income (expense) | -7,608 |
Balance at September 30, 2013 | ' |
Fair_Value_Measurements_Reconc1
Fair Value Measurements (Reconciliation Of Fair Value Of Warrant Liability) (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Fair Value Measurements [Abstract] | ' |
Balance at December 31, 2012 | ' |
Transfers into Level 3 | 8,029 |
Balance at September 30, 2013 | $8,029 |
Inventory_Details
Inventory (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory [Abstract] | ' | ' |
Raw materials | $3,236 | $4,351 |
Work-in-process | 1,345 | 1,159 |
Finished goods | 20,008 | 19,570 |
Total inventory | $24,589 | $25,080 |
Commitments_And_Contingencies_
Commitments And Contingencies (Details) (USD $) | 0 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 2 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||||||
Jun. 27, 2013 | Oct. 31, 2012 | Jul. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | 31-May-12 | Jul. 31, 2012 | Aug. 29, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 25, 2013 | Oct. 21, 2013 | Sep. 30, 2013 | Oct. 09, 2013 | Sep. 30, 2013 | |
item | item | Insurance Deductible Expense [Member] | Insurance Deductible Expense [Member] | Officers And Directors [Member] | Fritz L. LaPorte [Member] | U.S. District Court For The Southern District Of Florida [Member] | U.S. District Court For The Southern District Of Florida [Member] | Seventeenth Judicial Circuit In And For Broward County, Florida [Member] | J.P. Morgan [Member] | Stryker Corporation [Member] | Stryker Corporation [Member] | Stryker Corporation [Member] | Stryker Corporation [Member] | Stryker Corporation [Member] | Stryker Corporation [Member] | ||||||
item | item | item | item | item | item | Seventeenth Judicial Circuit In And For Broward County, Florida [Member] | Seventeenth Judicial Circuit In And For Broward County, Florida [Member] | Court Of Chancery In State Of Delaware [Member] | Court Of Chancery In State Of Delaware [Member] | ||||||||||||
item | item | item | item | ||||||||||||||||||
Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Committed future purchases for inventory, aggregate amount | ' | ' | ' | $7,700,000 | ' | $7,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent obligation in lieu of periodic royalty payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,000,000 | ' | ' | ' | ' |
Aggregate fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,000,000 | ' | ' | ' | ' | ' | ' |
Aggregate fee, payable upon completion of merger | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,000,000 | ' | ' | ' | ' | ' | ' |
Aggregate fee, earned upon delivery of opinion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' |
Number of shareholder complaints filed | ' | ' | 4 | ' | ' | ' | ' | ' | ' | 2 | 2 | ' | 2 | 2 | ' | ' | ' | ' | ' | ' | ' |
Number of federal cases consolidated by Court into single complaint | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | 6 | ' | 2 | ' |
Number of company officers named in complaint | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional period requested to file motion for leave to amend the consolidated complaint | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of independent directors appointed to demand review committee | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shareholders submitting demand made on Board | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of putative stockholder class actions complaints | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9 | ' | ' | 6 | ' | 3 |
Selling, general and administrative | ' | ' | ' | $22,556,000 | $19,794,000 | $64,535,000 | $57,953,000 | $1,300,000 | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit_Facility_Details
Credit Facility (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 12 Months Ended | |||||
15-May-13 | Jun. 28, 2012 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | 7-May-12 | Sep. 30, 2013 | 31-May-12 | Dec. 31, 2012 | |
Seven Year Term Warrants Become Exercisable On May 7, 2012 [Member] | Seven Year Term Warrants Become Exercisable On May 7, 2012 [Member] | Additional Issue Of Warrants [Member] | ||||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Date Company entered Facility Agreement with Deerfield | ' | ' | ' | ' | 7-May-12 | ' | ' | ' | ' | ' |
Maximum borrowing capacity under Facility from Deerfield | ' | ' | ' | ' | ' | ' | $50,000,000 | ' | ' | ' |
Increments which may be drawn under the credit facility | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Per annum interest rate | ' | ' | ' | ' | ' | 6.75% | ' | ' | ' | ' |
Facility fees for no draw | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Facility fee expense | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' |
Shares issued to Deerfield via warrants | 140,000 | ' | ' | ' | ' | ' | 275,000 | ' | 275,000 | ' |
Per share price for warrants to convert to shares | ' | ' | ' | ' | $30 | ' | $27.70 | ' | $27.70 | ' |
Warrant value | ' | 3,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock warrants, outstanding and exercisable | ' | ' | ' | ' | ' | ' | ' | 275,000 | ' | ' |
Threshold percent of per share closing price for warrants | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of days after draw notice for warrant exchange | '5 days | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants risk free rate | ' | 1.05% | ' | ' | 1.77% | ' | ' | ' | ' | 1.21% |
Volatility rate of warrants | ' | 63.54% | ' | ' | 213.09% | ' | ' | ' | ' | 63.02% |
Expected life of warrants | ' | '6 years 10 months 10 days | ' | ' | '5 years 7 months 13 days | ' | ' | ' | ' | ' |
Expected life of additional warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years |
Market yield discount on Loan Value | ' | ' | ' | ' | ' | 18.00% | ' | ' | ' | ' |
Change in fair value of Financing Commitment | ' | ' | -6,900,000 | -661,000 | -7,600,000 | ' | ' | ' | ' | ' |
Basis point change in market yield input that could effect Financing Commitment | ' | ' | ' | ' | 1.00% | 1.00% | ' | ' | ' | ' |
Financing Commitment fair value | 0 | ' | ' | 6,900,000 | ' | 7,608,000 | ' | ' | ' | ' |
Potential change of Financing Commitment due to 100 base point change in market yield input | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' |
Potential change of fair value of warrants due to 100 base point change in discount rate input | ' | ' | ' | ' | 80,000 | ' | ' | ' | ' | ' |
Additional warrants that may be issued under credit facility | ' | ' | ' | ' | ' | 700,000 | ' | ' | ' | ' |
Percentage of assets that must be sold in order for the holder of the warrant to have the option to receive a number of shares of common stock equal to the Black-Scholes value of the warrant | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' |
Warrant liability | ' | ' | ' | ' | $8,029,000 | ' | ' | ' | ' | ' |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 25, 2013 | 15-May-13 | Dec. 31, 2012 | 7-May-12 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2004 | Sep. 30, 2013 | Oct. 31, 2008 | Sep. 30, 2013 | Oct. 31, 2008 | Sep. 30, 2013 | Sep. 30, 2013 | 31-May-12 | |
item | Agreement For Consulting Services [Member] | 2008 Plan [Member] | Stock Options Outstanding [Member] | Stock Options Outstanding [Member] | Restricted Stock [Member] | Restricted Stock [Member] | 2008 Employee Stock Purchase Plan [Member] | 2008 Employee Stock Purchase Plan [Member] | Other Options [Member] | Non-Employee Directors [Member] | Chief Executive Officer [Member] | Warrants Expire On December 2014, Exercisable Upon Issue [Member] | Warrants Expire On December 2014, Exercisable Upon Issue [Member] | Seven-Year Term Warrants Become Exercisable On April 29, 2009 [Member] | Seven-Year Term Warrants Become Exercisable On April 29, 2009 [Member] | Seven-Year Term Warrants Become Exercisable On December 31, 2009 [Member] | Seven-Year Term Warrants Become Exercisable On December 31, 2009 [Member] | Seven Year Term Warrants Become Exercisable On May 7, 2012 [Member] | Seven Year Term Warrants Become Exercisable On May 7, 2012 [Member] | ||||||||
Stock Option Outstanding [Member] | |||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock authorized to issue | 27,000,000 | ' | 27,000,000 | ' | ' | ' | 27,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | $0.00 | ' | $0.00 | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | 0 | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | 0 | ' | 0 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 135,000,000 | ' | 135,000,000 | ' | ' | ' | 135,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | $0.00 | ' | $0.00 | ' | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Voting right on each share of common stock, entitled number | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock forfeited during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 375,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock unvested and outstanding | 12,500 | ' | 12,500 | ' | ' | ' | 421,999 | ' | ' | ' | ' | ' | 12,500 | 12,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock surrendered to cover payroll taxes | ' | ' | 13,110 | 4,556 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,110 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | $3,100,000 | $4,300,000 | $9,000,000 | $10,400,000 | ' | ' | ' | ' | ' | ' | $2,900,000 | $8,000,000 | $85,000 | $618,000 | $78,000 | $304,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum percentage of increase in shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum number of increase in shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional shares authorized during the period under the plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,881,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Voting power on outstanding stock, intended to be incentive stock option, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of the stock options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options issued under an agreement for consulting services | ' | ' | ' | ' | ' | ' | ' | ' | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Service options vested and exercisable | ' | ' | ' | ' | ' | ' | ' | ' | 14,125 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Service options outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 36,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Service options exercise price | ' | ' | ' | ' | ' | ' | ' | ' | $11.04 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost net of estimated forfeitures, related to non-vested stock-based payments | $21,800,000 | ' | $21,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average period of unrecognized compensation cost expected to be recognized with changes in estimated forfeitures | ' | ' | '2 years 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, purchase number of shares of common stock | ' | ' | ' | ' | ' | 140,000 | ' | 275,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 462,716 | ' | 1,290,323 | ' | 322,581 | ' | ' | 275,000 |
Warrants, purchase price of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.03 | ' | $0.13 | ' | $0.13 | ' | ' | ' |
Warrants, exercise price | $30 | ' | $30 | ' | ' | ' | ' | $27.70 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3 | ' | $7.44 | ' | $6.20 | ' | ' | $27.70 |
Warrants, expiration date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'December 2014 | ' | ' | ' | ' | ' | ' |
Warrants become exercisable, date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29-Apr-09 | ' | 31-Dec-09 | 7-May-12 | ' |
Warrants, exercisable term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | '7 years | '7 years | ' |
Common stock warrants, outstanding and exercisable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 194,059 | ' | 598,741 | ' | 143,157 | 275,000 | ' |
Stockholders_Equity_Summarized
Stockholders' Equity (Summarized Incentive Plans Activity) (Details) (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Shares/Options Available For Grant, Balance | 884 |
Shares/Options Available For Grant, Shares reserved | 1,881 |
Shares/Options Available For Grant, Shares settled under the 2008 plan | 13 |
Shares/Options Available For Grant, Options granted | -1,956 |
Share/Options Available For Grant, Options exercised | ' |
Shares/Options Available For Grant, Balance | 1,644 |
Number of Options Outstanding, Balance | 5,450 |
Number of Options Outstanding, Shares reserved | ' |
Number of Options Outstanding, Shares settled under the 2008 Plan | ' |
Number of Options Outstanding, Options granted | 1,956 |
Number of Options Outstanding, Options exercised | -439 |
Number of Options Outstanding, Balance | 6,513 |
Weighted Average Exercise Price of Options Outstanding, Balance | $16.65 |
Weighted Average Exercise Price of Options Outstanding, Shares reserved | ' |
Weighted Average Exercise Price of Options Outstanding, Shares settled under the 2008 plan | ' |
Weighted Average Exercise Price of Options Outstanding, Options granted | $11.53 |
Weighted Average Exercise Price of Options Outstanding, Options exercised | $7.66 |
Weighted Average Exercise Price of Options Outstanding, Balance | $15.34 |
2004 Plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Shares/Options Available For Grant, Options forfeited | ' |
Number of Options Outstanding, Options forfeited | -7 |
Weighted Average Exercise Price of Options Outstanding, Options forfeited | $11.12 |
2008 Plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Shares/Options Available For Grant, Options forfeited | 447 |
Shares/Options Available For Grant, Restricted stock issued, Forfeited | 375 |
Number of Options Outstanding, Options forfeited | -447 |
Weighted Average Exercise Price of Options Outstanding, Options forfeited | $22.31 |
Stockholders_Equity_Assumption
Stockholders' Equity (Assumptions For Estimated Grant Date Fair Values Of Stock Options Calculated Using Black-Scholes Valuation) (Details) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Stockholders' Equity [Abstract] | ' | ' |
Risk-free interest rate, minimum | 0.04% | 0.91% |
Risk-free interest rate, maximum | 2.40% | 1.40% |
Expected life, years | '6 years 3 months | '6 years 3 months |
Expected volatility, minimum | 46.64% | 47.52% |
Expected volatility, maximum | 94.30% | 48.62% |
Income_Taxes_Details
Income Taxes (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes [Abstract] | ' |
Deferred tax assets net, valuation allowance, percentage | 100.00% |
Subsequent_Event_Details
Subsequent Event (Details) (Subsequent Event [Member], USD $) | Oct. 08, 2013 |
In Millions, except Share data, unless otherwise specified | |
Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Pipeline credit | $2.50 |
Issued unregistered common stock shares for transaction with Pipeline | 3,953,771 |
Shares redeemed and converted into an exclusive, limited distribution rights agreement for certain Pipeline technology | 1,137,513 |