Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 01, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-38829 | |
Entity Registrant Name | Shockwave Medical, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-0494101 | |
Entity Address, Address Line One | 5403 Betsy Ross Drive | |
Entity Address, City or Town | Santa Clara | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95054 | |
City Area Code | 510 | |
Local Phone Number | 279-4262 | |
Title of 12(b) Security | Shockwave Medical, Inc., common stock, par value $0.001 per share | |
Trading Symbol | SWAV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 37,543,542 | |
Entity Central Index Key | 0001642545 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 281,674 | $ 328,422 |
Short-term investments | 747,559 | 662,132 |
Accounts receivable, net | 124,440 | 114,552 |
Inventory | 111,215 | 107,587 |
Prepaid expenses and other current assets | 10,462 | 12,567 |
Total current assets | 1,275,350 | 1,225,260 |
Operating lease right-of-use assets | 34,919 | 29,707 |
Property and equipment, net | 78,693 | 68,923 |
Equity method investment | 2,356 | 1,643 |
Intangible assets, net | 91,960 | 92,857 |
Goodwill | 39,568 | 39,568 |
Deferred tax assets | 111,900 | 99,169 |
Other assets | 9,001 | 9,436 |
TOTAL ASSETS | 1,643,747 | 1,566,563 |
CURRENT LIABILITIES: | ||
Accounts payable | 9,843 | 8,868 |
Accrued liabilities | 78,838 | 91,696 |
Lease liability, current portion | 3,653 | 3,641 |
Total current liabilities | 92,334 | 104,205 |
Lease liability, noncurrent portion | 40,336 | 35,103 |
Convertible Debt, Noncurrent | 732,810 | 731,863 |
Related party contract liability, noncurrent portion | 12,273 | 12,273 |
Deferred tax liabilities | 3,609 | 3,609 |
Other liabilities | 7,659 | 9,307 |
TOTAL LIABILITIES | 891,990 | 897,886 |
STOCKHOLDERS’ EQUITY: | ||
Preferred stock | 0 | 0 |
Common stock | 38 | 37 |
Additional paid-in capital | 586,017 | 557,882 |
Accumulated other comprehensive (loss) income | (109) | 293 |
Retained earnings | 165,811 | 110,465 |
TOTAL STOCKHOLDERS’ EQUITY | 751,757 | 668,677 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 1,643,747 | 1,566,563 |
Long-Term Income Tax Liability | $ 2,969 | $ 1,526 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue: | ||
Product revenue | $ 218,805 | $ 161,066 |
Cost of revenue: | ||
Cost of product revenue | 28,207 | 21,066 |
Gross profit | 190,598 | 140,000 |
Operating expenses: | ||
Research and development | 44,466 | 26,971 |
Sales and marketing | 74,492 | 54,011 |
General and administrative | 29,233 | 19,204 |
Total operating expenses | 148,191 | 100,186 |
Income from operations | 42,407 | 39,814 |
Income (loss) from equity method investment | 713 | (823) |
Interest and Other Income | 12,318 | 1,740 |
Interest expense | (2,943) | (636) |
Other (expense) income, net | (2,496) | 642 |
Net income before taxes | 49,999 | 40,737 |
Income tax expense | (5,347) | 1,612 |
Net income | 55,346 | 39,125 |
Other comprehensive income (loss): | ||
Unrealized (loss) gain on available-for-sale securities, net of tax | (402) | 505 |
Net gain reclassified from accumulated other comprehensive income | 0 | (5) |
Total comprehensive income | $ 54,944 | $ 39,625 |
Net income per share | ||
Basic (USD per share) | $ 1.48 | $ 1.07 |
Diluted (USD per share) | $ 1.44 | $ 1.03 |
Denominator: | ||
Basic (in shares) | 37,284,946 | 36,427,263 |
Diluted (in shares) | 38,472,013 | 37,979,448 |
Type of Revenue [Extensible List] | Product [Member] | Product [Member] |
Type of Cost, Good Or Service [Extensible List] | Product [Member] | Product [Member] |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
Beginning balance, shares (in shares) at Dec. 31, 2022 | 36,235,546,000 | ||||
Beginning balance at Dec. 31, 2022 | $ 511,316 | $ 36 | $ 548,960 | $ (867) | $ (36,813) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (in shares) | 77,230,000 | ||||
Exercise of stock options | 320 | $ 1 | 319 | ||
Unrealized gain (loss) on available-for-sale securities, net of tax | 505 | 505 | |||
Net gain reclassified from accumulated other comprehensive income | (5) | (5) | |||
Issuance of common stock under employee stock purchase plan (in shares) | 19,124,000 | ||||
Issuance of common stock under employee stock purchase plan | 3,092 | 3,092 | |||
Issuance of common stock in connection with vesting of restricted stock (in shares) | 257,624,000 | ||||
Taxes withheld on net settled vesting of restricted stock units (in shares) | (19,000) | ||||
Taxes withheld on net settled vesting of restricted stock units | (3) | (3) | |||
Stock-based compensation | 16,337 | 16,337 | |||
Net income | 39,125 | 39,125 | |||
Ending balance, shares (in shares) at Mar. 31, 2023 | 36,589,505,000 | ||||
Ending balance at Mar. 31, 2023 | 570,687 | $ 37 | 568,705 | (367) | 2,312 |
Beginning balance, shares (in shares) at Dec. 31, 2023 | 36,990,700,000 | ||||
Beginning balance at Dec. 31, 2023 | $ 668,677 | $ 37 | 557,882 | 293 | 110,465 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (in shares) | 182,290,000 | 182,290,000 | |||
Exercise of stock options | $ 750 | $ 1 | 749 | ||
Unrealized gain (loss) on available-for-sale securities, net of tax | (402) | (402) | |||
Net gain reclassified from accumulated other comprehensive income | 0 | ||||
Issuance of common stock under employee stock purchase plan (in shares) | 22,576,000 | ||||
Issuance of common stock under employee stock purchase plan | 4,269 | 4,269 | |||
Issuance of common stock in connection with vesting of restricted stock (in shares) | 312,198,000 | ||||
Taxes withheld on net settled vesting of restricted stock units (in shares) | 31,000 | ||||
Taxes withheld on net settled vesting of restricted stock units | (8) | (8) | |||
Stock-based compensation | 23,125 | 23,125 | |||
Net income | 55,346 | 55,346 | |||
Ending balance, shares (in shares) at Mar. 31, 2024 | 37,507,733,000 | ||||
Ending balance at Mar. 31, 2024 | $ 751,757 | $ 38 | $ 586,017 | $ (109) | $ 165,811 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 55,346 | $ 39,125 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 3,109 | 1,708 |
(Income) loss from equity method investment | (713) | 823 |
Stock-based compensation | 22,937 | 15,967 |
Non-cash lease expense | 887 | 748 |
Amortization of premium and discount on available-for-sale securities | (9,897) | (718) |
Loss on write down of fixed assets | 8 | 11 |
Deferred Income Taxes and Tax Credits | (12,557) | (547) |
Amortization of debt issuance costs | 947 | 33 |
Foreign currency remeasurement | 2,268 | (689) |
Decrease in fair value | (1,648) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (9,014) | (13,004) |
Inventory | (3,285) | (7,757) |
Prepaid expenses and other current assets | 2,144 | 1,896 |
Other assets | 438 | (861) |
Accounts payable | 416 | 4,734 |
Accrued and other current liabilities | (16,135) | (6,661) |
Lease liabilities | (854) | (846) |
Increase (Decrease) in Income Taxes Payable | 1,443 | 0 |
Net cash provided by operating activities | 35,840 | 33,962 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of available-for-sale securities | (400,599) | (21,130) |
Proceeds from maturities of available-for-sale securities | 324,535 | 34,500 |
Purchase of property and equipment | (8,389) | (7,188) |
Net cash (used in) provided by investing activities | (84,453) | 6,182 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments of taxes withheld on net settled vesting of restricted stock units | (8) | (3) |
Proceeds from stock option exercises | 750 | 320 |
Proceeds from issuance of common stock under employee stock purchase plan | 4,269 | 3,092 |
Proceeds from debt financing | 0 | 80,000 |
Net cash provided by financing activities | 5,011 | 83,409 |
Effect of exchange rate changes on cash and cash equivalents | (3,175) | 792 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (46,777) | 124,345 |
Cash, cash equivalents and restricted cash at beginning of period | 329,826 | 158,302 |
Cash, cash equivalents and restricted cash equivalents at end of period | 283,049 | 282,647 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest paid | 3,870 | 424 |
Income tax paid | 4,593 | 322 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 6,099 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Property and equipment purchases included in accounts payable and accrued liabilities | $ 7,334 | $ 6,162 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Shockwave Medical, Inc. (the “Company”) was incorporated on June 17, 2009. The Company is primarily engaged in the development and commercialization of novel technologies that transform the care of patients with cardiovascular disease. The Company is focused on its intravascular lithotripsy (“IVL”) technology for the treatment of calcified plaque in patients with peripheral vascular, coronary vascular and heart valve disease. Built on a balloon catheter platform, the IVL technology uses lithotripsy to disrupt both superficial and deep vascular calcium while minimizing soft tissue injury, and an integrated angioplasty balloon to dilate blockages at low pressures, restoring blood flow. Additionally, the Company continues to develop its coronary sinus reducer (“Reducer”) technology for the treatment of refractory angina. The Company, which is headquartered in Santa Clara, California and operates primarily in the United States, began commercial and manufacturing operations in 2016. The unaudited condensed consolidated financial statements include the accounts of Shockwave Medical, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Certain reclassifications were made to prior period amounts in order to conform to the current period presentations. These reclassifications had no impact on the reported net income or cash flows for the three months ended March 31, 2023. As of March 31, 2024, the Company had cash, cash equivalents and short-term investments of $1,029.2 million, w hich are available to fund future working capital requirements, investments, acquisitions, or repayments of outstanding indebtedness. The Company believes that its cash, cash equivalents, and short-term investments as of March 31, 2024, will be sufficient for the Company to continue as a going concern for at least 12 months from the date these unaudited condensed consolidated financial statements are filed with the Securities and Exchange Commission (“SEC”). The Company’s future capital requirements will depend on many factors, including its growth rate, the timing and extent of its spending to support research and development activities, and the timing and cost of establishing additional sales and marketing capabilities. Risk and Uncertainties Uncertainty in the global business, political and macroeconomic environments present significant risks to the Company's business. The Company is subject to continuing risks and uncertainties, including inflation, rising interest rates, uncertainty with respect to the federal budget, instability in the global banking system, volatile market conditions, supply chain disruptions, cybersecurity events, and global events, including regional conflicts around the world. The Company is closely monitoring the impact of these factors on all aspects of its business, including the impacts on its customers, patients, employees, suppliers, vendors, business partners and distribution channels. In particular, while the Company has not experienced material disruptions in its supply chain to date, the Company has been and continues to be impacted by disruptions in the operations of certain of its third-party suppliers, resulting in increased lead-times, higher component costs and lower allocations for the purchase of some components. In certain cases, the Company has incurred higher logistical expenses. The Company is continuing to work closely with its manufacturing partners and suppliers to source key components and maintain appropriate inventory levels to meet customer demand. The Company’s future results of operations and liquidity could be adversely impacted by a variety of factors, including those discussed in the section titled “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 , filed with the SEC on February 26, 2024 (the “2023 Annual Report”), together with any updates in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in this Quarterly Report on Form 10-Q. As of the date of issuance of these unaudited condensed consolidated financial statements, the extent to which the current macroeconomic environment may materially impact the Company’s financial condition, liquidity, or results of operations remains uncertain. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s audited consolidated financial statements and related notes included in the 2023 Annual Report and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other future annual or interim period. The condensed consolidated balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the 2023 Annual Report. There have been no material changes in the Company’s significant accounting policies for the three months ended March 31, 2024 as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that has been filed with the SEC. Supplemental Cash Flow Information The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated statements of cash flows: March 31, 2024 2023 (in thousands) Cash and cash equivalents $ 281,674 $ 280,932 Restricted cash 1,375 1,715 Total cash, cash equivalents, and restricted cash $ 283,049 $ 282,647 |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | Financial Instruments and Fair Value Measurements The following tables summarize the Company’s financial assets and liabilities measured at fair value within the fair value hierarchy: March 31, 2024 Level 1 Level 2 Level 3 Total (in thousands) Assets: Cash equivalents: Money market funds $ 85,007 $ — $ — $ 85,007 U.S. treasury securities 49,825 — — 49,825 Marketable securities: U.S. treasury securities 654,632 — — 654,632 Commercial paper — 37,518 — 37,518 Corporate bonds — 34,555 — 34,555 U.S. agency securities — 14,947 — 14,947 Asset-backed securities — 5,907 — 5,907 Total assets $ 789,464 $ 92,927 $ — $ 882,391 Liabilities: Contingent consideration liability $ — $ — $ 7,659 $ 7,659 Convertible debt — 963,008 — 963,008 Total liabilities $ — $ 963,008 $ 7,659 $ 970,667 December 31, 2023 Level 1 Level 2 Level 3 Total (in thousands) Assets: Cash equivalents: Money market funds $ 43,277 $ — $ — $ 43,277 U.S. treasury securities 109,310 — — 109,310 Marketable securities: U.S. treasury securities 575,203 — — 575,203 Commercial paper — 46,054 — 46,054 Corporate bonds — 20,073 — 20,073 U.S. agency securities — 14,946 — 14,946 Asset-backed securities $ — $ 5,856 $ — $ 5,856 Total assets $ 727,790 $ 86,929 $ — $ 814,719 Liabilities: Contingent consideration liability $ — $ — $ 9,307 $ 9,307 Convertible debt — 730,455 — 730,455 Total liabilities $ — $ 730,455 $ 9,307 $ 739,762 During the three months ended March 31, 2024 and 2023, there were no transfers between Level 1, Level 2 and Level 3. Contingent Consideration Liabilities Related to Business Combination In connection with the Company’s acquisition of Neovasc Inc. (“Neovasc”), a preliminary fair value of $9.3 million was recorded for the Neovasc contingent consideration, which consisted of estimated amounts in relation to the CVR (as defined below in Note 5), on April 11, 2023, the date on which the closing conditions for the acquisition were met and the transaction was consummated. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and Level 3 inputs and assumptions used by the Company. Adjustment to the fair value of the contingent consideration liability at the end of each reporting period is recognized in general and administrative expenses in the condensed consolidated statement of the operations. The following table presents a reconciliation of the contingent consideration liability classified as a Level 3 financial instrument for the three months ended March 31, 2024. See Note 5 “Business Combination” for information regarding existing contingent consideration liabilities as of March 31, 2024. Three Months Ended (in thousands) Balance, beginning of the period $ 9,307 Decrease in fair value (1,648) Balance, end of the period $ 7,659 Convertible Debt As of March 31, 2024, the fair value of the Company’s convertible debt, measured on a non-recurring basis for disclosure purposes, was $963.0 million . The fair value was determined based on the quoted price of the convertible debt in an over-the-counter market on the last trading day of the reporting period and has been classified as Level 2 in the fair value hierarchy. See Note 10 “Convertible Debt” for information regarding the Company’s convertible debt as of March 31, 2024. |
Cash Equivalents and Short-Term
Cash Equivalents and Short-Term Investments | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents and Short-Term Investments | 4. Cash Equivalents and Short-Term Investments The following is a summary of the Company’s cash equivalents and short-term investments: March 31, 2024 Amortized Unrealized Unrealized Fair Value (in thousands) Cash equivalents: Money market funds $ 85,007 $ — $ — $ 85,007 U.S. Treasury securities 49,826 — (1) 49,825 Marketable securities: U.S. Treasury securities 654,768 16 (152) 654,632 Commercial paper 37,506 18 (6) 37,518 Corporate bonds 34,600 7 (52) 34,555 U.S. agency securities 14,962 5 (20) 14,947 Asset-backed securities 5,865 43 (1) 5,907 Total $ 882,534 $ 89 $ (232) $ 882,391 Reported as: Cash equivalents $ 134,832 Short-term investments 747,559 Total $ 882,391 December 31, 2023 Amortized Unrealized Unrealized Fair Value (in thousands) Cash equivalents: Money market funds $ 43,277 $ — $ — $ 43,277 U.S. Treasury securities 109,292 18 — 109,310 Marketable securities: U.S. Treasury securities 575,008 233 (38) 575,203 Commercial paper 46,015 52 (13) 46,054 Corporate bonds 19,995 86 (8) 20,073 U.S. agency securities 14,949 16 (19) 14,946 Asset-backed securities 5,792 64 — 5,856 Total $ 814,328 $ 469 $ (78) $ 814,719 Reported as: Cash equivalents $ 152,587 Short-term investments 662,132 Total $ 814,719 There were $564.1 million and $45.9 million of investments in unrealized loss positions of $0.2 million and $0.1 million as of March 31, 2024 and December 31, 2023, respectively. During the three months ended March 31, 2024 and 2023, the Company did not record any impairment charges on its available-for-sale securities. Based on the Company’s procedures under the expected credit loss model, including an assessment of unrealized losses on the portfolio, the Company concluded that the unrealized losses for its marketable securities were not attributable to credit, and therefore, an allowance for credit losses for these securities has not been recorded as of March 31, 2024 and December 31, 2023. Also, based on the scheduled maturities of the investments, the Company was more likely than not to hold these investments for a period of time sufficient for a recovery of the Company’s cost basis. The remaining contractual maturities of the Company’s cash equivalents and short-term investments were as follows: March 31, Fair Value (in thousands) Money market funds $ 85,006 One year or less 736,694 Greater than one year and less than two years 60,691 Total $ 882,391 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Inventory Inventory consists of the following: March 31, December 31, (in thousands) Raw materials $ 28,715 $ 25,670 Work in progress 22,604 16,499 Finished goods 59,896 65,418 Total inventory $ 111,215 $ 107,587 Accrued Liabilities Accrued liabilities consist of the following: March 31, December 31, (in thousands) Employee compensation $ 34,076 $ 49,706 Professional services 10,972 6,269 Excise, sales, income and other taxes 9,532 9,507 Asset purchases 9,054 7,788 Research and development costs 7,477 8,122 Sales and marketing 3,334 3,495 Other 4,393 6,809 Total accrued liabilities $ 78,838 $ 91,696 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company’s operating leases consist of leased facilities for the Company’s headquarter offices, leased facilities for Neovasc and leased facilities for laboratory and manufacturing space. Also included in operating leases are leases for vehicles, for use by certain employees of the Company, which were not material for the periods presented. The operating leases for leased facilities expire at various dates through December 2031, of which some contain renewal options for up to two additional five-year terms at the then fair market rate. As of March 31, 2024, the Company is not reasonably certain it will exercise these options. Short-term leases are leases having a term of 12 months or less. The Company recognizes short-term leases on a straight-line basis and does not record a related lease asset or liability for such leases. As of March 31, 2024, the Company has no material finance leases. The Company recognizes rent expense for these operating leases on a straight-line basis over the lease period. The components of lease costs, which the Company includes in operating expenses in the condensed consolidated statements of operations and comprehensive income, were as follows: Three Months Ended 2024 2023 (in thousands) Operating lease cost $ 1,444 $ 1,211 Variable lease cost 267 300 Total lease cost $ 1,711 $ 1,511 During the three months ended March 31, 2024 and 2023, the Company paid $1.4 million and $1.3 million of operating lease payments, respectively, related to the lease liabilities. The Company includes operating lease payments in net cash used in operating activities in the condensed consolidated statements of cash flows. As of March 31, 2024, the weighted average remaining lease term and discount rate used to measure the Company’s operating lease liabilities were 7.7 years and 5.3%, respectively. The Company estimated the discount rate using the incremental borrowing rate as the rate implicit in the lease was not readily determinable. As of March 31, 2024, the maturities of the payments due under the Company’s operating lease liabilities were as follows: Years ending December 31, (in thousands) 2024 (remainder) $ 4,619 2025 6,700 2026 6,897 2027 7,076 2028 7,242 Thereafter 23,074 Total minimum lease payments $ 55,608 Less: imputed interest (10,320) Less: Lease incentive (1,299) Total lease liability $ 43,989 Less: current portion (3,653) Lease liability, noncurrent portion $ 40,336 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt On October 19, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, Wells Fargo Bank, National Association, as swingline lender and an issuing lender, Wells Fargo Securities, LLC and Silicon Valley Bank, as joint lead arrangers and joint bookrunners, Silicon Valley Bank, as syndication agent, and the several lenders party thereto. The Credit Agreement provides for a revolving credit facility in an aggregate principal amount of $175.0 million with the right to request increases to the revolving commitments (subject to certain conditions) of up to the greater of (x) $100.0 million or (y) the Company’s consolidated EBITDA for the four fiscal quarter period most recently ended prior to the date of such increase. Concurrent with entering into the Credit Agreement, the Company drew down $25.0 million thereunder. The Company repaid the $25.0 million drawn under the Credit Agreement on August 29, 2023. On March 16, 2023, the Company drew down an additional $80.0 million under the Credit Agreement. The Company repaid the $80.0 million drawn under the Credit Agreement on April 26, 2023. The revolving credit facility accrues for interest, at the election of the Company, at (A) the Base Rate (as defined below) plus a margin ranging from 0% to 1% depending on the Company ’ s Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) (which rate is currently 0%) or (B) the applicable secured overnight financing rate (“SOFR”) plus a margin from 1% to 2%, depending on the Company ’ s Consolidated Total Net Leverage Ratio (which rate is currently 1.8%). Base Rate means, at any time, the highest of (a) the Wells Fargo Bank, National Association ’ s announced prime rate, (b) the federal funds rate plus 0.5% and (c) Term SOFR for a one-month tenor in effect on such day plus 1%. The Credit Agreement matures on October 19, 2027. The interest rate was 7.3% as of August 29, 2023. The Company was not in violation of any covenants under the Credit Agreement as of March 31, 2024. The Company recorded interest expense of $0.1 million and $0.6 million for the three months ended March 31, 2024 and 2023, respectively. The interest expense recognized for the three months ended March 31, 2024 consists of an access fee to the credit facility during the three months ended March 31, 2024. The Company did not draw from the credit facility during the three months ended March 31, 2024. |
Convertible Debt
Convertible Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Convertible Debt | 10. Convertible Debt On August 15, 2023, the Company issued $750.0 million in aggregate principal amount of 1.0% convertible senior notes due 2028 (the “Notes”). The issuance included the full exercise of an option granted by the Company to the initial purchasers of the Notes to purchase an additional $100.0 million in aggregate principal amount of Notes. The Notes were issued pursuant to and subject to the terms of an indenture, dated August 15, 2023, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Indenture”). The Indenture includes customary covenants and sets forth certain events of default, including certain types of bankruptcy and insolvency events, after which the Notes may be declared immediately due and payable. The Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Notes are senior, unsecured obligations of the Company. The Notes will mature on August 15, 2028, unless earlier converted, redeemed, or repurchased in accordance with their terms. The Notes bear interest at a rate of 1.0% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2024. The Notes are convertible, in multiples of $1,000 principal amount and at the option of the noteholder, on or after May 15, 2028. Prior to May 15, 2028, holders of the Notes may convert all or a portion of their Notes, in multiples of $1,000 principal amount, only under the following circumstances: (1) during any calendar quarter commencing after December 31, 2023 (and only during such calendar quarter) if the closing price of the Company’s common stock for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the then applicable conversion price for the Notes on each applicable trading day; (2) during the five business days immediately after any five consecutive trading day period in which the trading price (as defined in the Indenture) per $1,000 principal amount of Notes for each day of that period was less than 98% of the product of the closing price of the Company’s common stock and the then applicable conversion rate; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specific corporate events as specified in the Indenture. The Company will settle any conversions of Notes by paying or delivering, as applicable, cash up to the aggregate principal amount of the Notes to be converted and by paying or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the election of the Company, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted. The conversion rate for the Notes was initially 3.4595 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $289.06 per share of common stock. The initial conversion price of the Notes represents a premium of approximately 30% over the $222.35 per share last reported sale price of common stock on August 10, 2023. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture, with a maximum conversion rate of 4.4974 shares of common stock per $1,000 principal amount of Notes. During the three months ended March 31, 2024, the conditions allowing holders of the Notes to convert were not met. The Company may not redeem the Notes prior to August 20, 2026. The Company may redeem, for cash equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest, all or any portion of the Notes, at its option, on or after August 20, 2026, if the last reported sales price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of the redemption. No sinking fund is provided for the Notes and therefore the Company is not required to redeem or retire the Notes periodically. During the three months ended March 31, 2024, the conditions allowing the Company to redeem for cash all or any portion of the Notes were not met. If the Company undergoes a fundamental change, as defined in the Indenture, then subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their Notes at a price equal to 100% of the principal amount of the Notes to be repurchased plus any accrued and unpaid interest to, but excluding, the repurchase date. In addition, under certain circumstances, holders of the Notes are entitled to an increase in the conversion rate. The conditions allowing holders of the Notes to convert were not met this quarter. As of March 31, 2024, the Notes were classified as a long-term liability, net of issuance costs of $19.6 million, on the condensed consolidated balance sheets. As of March 31, 2024, the net carrying amount of the Notes was $732.8 million. Interest expense recognized related to the Notes for the three months ended March 31, 2024 was $2.8 million. The Notes were issued at par and costs associated with the issuance of the Notes are amortized to interest expense over the contractual term of the Notes. As of March 31, 2024, the effective interest rate of the Notes was 1.5%. Capped Call Transactions On August 10, 2023, in connection with the pricing of the Notes and the initial purchasers’ exercise of their option to purchase additional Notes, the Company entered into privately negotiated capped call transactions (“Capped Call Transactions”). The Capped Call Transactions initially covered, subject to customary anti-dilution adjustments, the number of shares of common stock that underlie the Notes. The cap price of the Capped Call Transactions was initially $444.70 per share, which represents a premium of 100% over the last reported sale price of the Company ’ s common stock of $222.35 per share on August 10, 2023, and is subject to certain adjustments under the terms of the Capped Call Transactions. The Company used approximately $96.4 million of the proceeds from the offering of Notes to pay the cost of the Capped Call Transactions. The Company evaluated the Capped Call Transactions and determined that they should be accounted for separately from the Notes. The cost of $96.4 million to purchase the Capped Call Transactions was recorded as a reduction to additional paid-in capital in the condensed consolidated balance sheet as of March 31, 2024 as the Capped Call Transactions are indexed to the Company's own stock and met the criteria to be classified in stockholders ’ equity. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Total stock-based compensation was as follows: Three Months Ended 2024 2023 (in thousands) Cost of product revenue $ 1,372 $ 954 Research and development 6,027 3,795 Sales and marketing 8,811 6,466 General and administrative 6,727 4,752 Total stock-based compensation $ 22,937 $ 15,967 Stock-based compensation of $0.2 million and $0.4 million was capitalized into inventory for the three months ended March 31, 2024 and 2023, respectively. Stock-based compensation capitalized into inventory is recognized as cost of product revenue when the related product is sold. 2009 Equity Incentive Plan and 2019 Equity Incentive Plan On June 17, 2009, the Company adopted the 2009 Equity Incentive Plan (the “2009 Plan”) under which the Company ’ s board of directors (the “Board”) may issue stock options to employees, directors and consultants. In February 2019, the Company adopted the 2019 Equity Incentive Plan (the “2019 Plan”), which became effective in connection with the Company ’ s initial public offering. As a result, effective as of March 6, 2019, the Company may not grant any additional awards under the 2009 Plan. The 2009 Plan will continue to govern outstanding equity awards granted thereunder. The Company initially reserved 2,000,430 shares of common stock for the issuance of a variety of awards under the 2019 Plan, including stock options, stock appreciation rights, awards of restricted stock and awards of restricted stock units (“RSUs”). In addition, the number of shares of common stock reserved for issuance under the 2019 Plan will automatically increase on the first day of January for a period of up to ten years, which commenced on January 1, 2020, in an amount equal to 3% of the total number of shares of the Company’s common stock outstanding on the last day of the preceding year, or a lesser number of shares determined by the Board. As of March 31, 2024, there were 4,220,428 shares of common stock available for issuance under the 2019 Plan. Stock Options Option activity under the 2009 Plan and 2019 Plan is set forth below: Number Weighted- Weighted- Aggregate (in years) (in thousands) Balance, December 31, 2023 880,809 $ 5.90 3.60 $ 162,653 Options exercised (182,290) 4.11 Balance, March 31, 2024 698,519 $ 6.36 3.70 $ 167,047 Vested and exercisable, 698,519 $ 6.36 3.70 $ 167,047 Restricted Stock Units RSUs are share awards that entitle the holder to receive freely tradable shares of the Company’s common stock upon vesting. RSUs cannot be transferred, and the awards are subject to forfeiture if the holder’s employment terminates prior to the release of the vesting restrictions. RSUs generally vest over a four-year period with straight-line quarterly vesting with a one-year cliff or straight-line annual vesting, provided the employee remains continuously employed with the Company. The fair value of RSUs is equal to the closing price of the Company’s common stock on the grant date. The Company granted performance-based restricted stock units (“PRSUs”) to certain key executives. The vesting of these PRSUs is dependent on the achievement of certain performance targets related to the Company’s compound annual growth rate of revenue over a two three RSU and PRSU activity under the 2019 Plan is set forth below. Grant activity for all PRSUs is disclosed at target (100%): Restricted Stock Units Performance-Based Restricted Stock Units Number Weighted- Number Weighted- Balance, December 31, 2023 1,167,022 $ 171.55 67,008 $ 175.09 RSUs and PRSUs granted 415,796 234.82 42,827 200.33 RSUs and PRSUs forfeited (51,828) 199.57 (752) 267.56 RSUs and PRSUs vested (276,920) 110.76 (35,278) 155.58 Balance, March 31, 2024 1,254,070 204.79 73,805 198.11 Employee Stock Purchase Plan (ESPP) In February 2019, the Company adopted the Employee Stock Purchase Plan (“ESPP”), which became effective as of March 6, 2019. The Company initially reserved 300,650 shares of the Company’s common stock for purchase under the ESPP. In addition, the number of shares of the Company's common stock reserved for issuance under the ESPP automatically increases on the first day of January for a period of up to ten years, which commenced on January 1, 2020, in an amount equal to 1% of the total number of shares of the Company’s common stock outstanding on the last day of the preceding year, or a lesser number of shares determined by the Board. Each offering to the employees to purchase stock under the ESPP begins on each September 1 and March 1 and ends on the following February 28 or 29 and August 31, respectively. On each purchase date, which falls on the last date of each offering period, ESPP participants will purchase shares of common stock at a price per share equal to 85% of the lesser of (1) the fair market value per share of the common stock on the offering date or (2) the fair market value of the common stock on the purchase date. The occurrence and duration of offering periods under the ESPP are subject to the determinations of the Compensation Committee of the Board, in its sole discretion. The fair value of the ESPP shares is estimated using the Black-Scholes option pricing model. The Company recorded $0.7 million and $1.3 million of stock-based compensation expense related to the ESPP for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, a total of 1,868,352 shares of common stock were available for issuance under the ESPP. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income Per Share Basic net income per share is calculated by dividing net income by the weighted-average number of shares of common stock outstanding for the period, without consideration of potential dilutive shares of common stock. Diluted net income per share attributable to the Company’s stockholders is calculated based on the weighted-average number of shares of its common stock and other dilutive securities outstanding. Potentially dilutive common shares from employee equity incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options and the assumed vesting of outstanding RSUs. Prior to conversion of the Company’s convertible debt, the Company will include, in the diluted net income per common share calculation, the effect of the additional shares that may be issued when the Company’s common stock price exceeds the conversion price using the if‐converted method. The Company’s convertible debt has no impact on diluted net income per common share unless the average price of the Company’s common stock exceeds the conversion price because the Company is required to settle the principal amount of the convertible debt in cash upon conversion. The components of basic and diluted net income per share were as follows (in thousands, except share and per share amounts): Three Months Ended 2024 2023 Numerator: Net income $ 55,346 $ 39,125 Denominator: Basic: Weighted average number of common shares outstanding - basic 37,284,946 36,427,263 Diluted: Weighted average number of common shares outstanding - basic 37,284,946 36,427,263 Dilutive effect of outstanding common stock options 753,786 1,039,985 Dilutive effect of restricted stock units 429,869 510,340 Dilutive effect of common stock pursuant to employee stock purchase plan 3,412 1,860 Weighted average number of common shares outstanding - diluted 38,472,013 37,979,448 Net income per share: Basic $ 1.48 $ 1.07 Diluted $ 1.44 $ 1.03 All restricted shares, purchase rights under the ESPP, and capped call options for the three months ended March 31, 2024 and 2023 have been excluded from the calculation of the diluted net income per share, because all such securities are anti-dilutive for all periods presented. The total number of potential shares excluded from the calculation of diluted net income per share are as follows: Three Months Ended 2024 2023 Restricted stock units 66,380 100,755 Employee stock purchase plan 5,770 — Capped call options 333,409 — Total 405,559 100,755 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Disaggregation of Revenue [Abstract] | |
Revenue | Revenue The following table represents the Company’s product revenue based on product line: Three Months Ended 2024 2023 (in thousands) Coronary $ 164,526 $ 113,875 Peripheral 51,843 46,130 Reducer 1,837 — Other 599 1,061 Product revenue $ 218,805 $ 161,066 Coronary product revenue encompasses sales of the Company’s C 2 catheter and C 2+ catheter. Peripheral product revenue encompasses sales of the Company’s M 5 catheter, M 5+ catheter, S 4 catheter, and L 6 catheter. Reducer revenue encompasses sales of the Company’s Reducer product. Other product revenue encompasses sales of the Company’s generators and related accessories. The following table represents the Company’s product revenue based on the location to which the product is shipped: Three Months Ended 2024 2023 (in thousands) United States $ 175,532 $ 131,623 Europe 26,262 16,234 All other countries 17,011 13,209 Product revenue $ 218,805 $ 161,066 |
Equity Method Investments
Equity Method Investments | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | 14. Equity Method Investments Genesis Shockwave Private Limited On March 19, 2021, the Company entered into the Joint Venture Deed (or “JV Agreement”) with Genesis MedTech International Private Limited (“Genesis”) to establish a long-term strategic partnership to develop, manufacture and commercialize certain of the Company’s interventional products in the People’s Republic of China, excluding the Special Administrative Regions of Hong Kong and Macau (the “PRC”). Under the JV Agreement, Genesis Shockwave Private Ltd. (the “JV”) was formed under the laws of Singapore to serve as a joint venture of Genesis and the Company. On the same date, Genesis and the Company entered into a Share Subscription Agreement pursuant to which, among other things, the JV issued (i) 54,900 ordinary shares, which represents 55% of the total equity of the JV, to Genesis in exchange for a cash contribution of $15.0 million, and (ii) 45,000 ordinary shares, which represents 45% of the total equity of the JV, to the Company as consideration for the Shockwave License Agreement (the “License Agreement”). Under the License Agreement, the Company has agreed to contribute to the JV an exclusive license under certain of the Company’s intellectual property rights to develop, manufacture, distribute and commercialize certain products in the PRC and is entitled to receive royalties on the sales of the licensed products in the PRC. Further, the Company entered into a Distribution Agreement, pursuant to which the Company has agreed to sell certain Company-manufactured products to the JV or a PRC subsidiary of the JV for commercialization and distribution in the PRC. As of March 31, 2024, the carrying value of the Company’s investment in the JV was $2.4 million and the Company owned a 45% interest in the entity. The Company’s product revenue for products sold to the JV during the three months ended March 31, 2024 and related accounts receivable from the JV as of March 31, 2024 were immaterial. Intra-entity profit, which was recorded as a reduction to equity method investment as of and for the three months ended March 31, 2024 was also immaterial. For the three months ended March 31, 2024 and 2023, the Company recorded income from the equity method investment of $0.7 million and a loss from the equity method investment of $0.8 million, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure | 15. Income Taxes On a quarterly basis, the Company provides for income taxes based upon an estimated annual effective income tax rate, adjusted for discrete items. The Company recognized income tax benefit of $5.3 million and tax expense of $1.6 million for the three months ended March 31, 2024 and 2023, respectively, representing an effective tax rate of (10.69)% and 3.96%, respectively. For the three months ended March 31, 2024, the effective tax rate differed from the U.S. federal statutory rate primarily due to stock-based compensation for tax purposes. For the three months ended March 31, 2023, the effective tax rate differed from the U.S. federal statutory rate primarily due to the stock-based compensation for tax purposes and research credits. The Company’s effective tax rate may be subject to fluctuation due to several factors, including the Company’s ability to accurately predict the pre-tax earnings in the various jurisdictions, valuation allowances against deferred tax assets, the recognition or de-recognition of tax benefits related to uncertain tax positions and the effects of tax law changes. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | 5. Business Combination Neovasc Inc. On January 16, 2023, the Company entered into a definitive agreement to acquire Neovasc, a company focused on the minimally invasive treatment of refractory angina. On April 11, 2023, the closing conditions were met and the transaction was consummated. Upon the closing of the transaction, the Company acquired all of Neovasc’s issued and outstanding common stock equity for a cash payment of $27.25 per share. Subsequent to the closing of the acquisition of Neovasc, the Company incurred $6.9 million of buyer related transaction costs in the year ended December 31, 2023, which were recorded as general and administrative expenses. The purchase price consideration for the acquisition totaled $121.4 million, which was comprised of cash paid of $112.1 million to the selling shareholders, and the estimated fair value of the contingent consideration liability in the amount of $9.3 million. The contingent consideration liability consisted of estimated amounts in relation to a contingent value right (a “CVR”) entitling the holders of Neovasc common stock and eligible equity awards to receive an additional cash payment of up to $12.00 per share or per share underlying an eligible equity award (equivalent to a maximum cash payment of $47.0 million) contingent on the attainment of a milestone. The milestone is defined as the final approval by the United States Food and Drug Administration (“FDA”) of the premarket approval application for the Reducer product for the treatment of angina. The milestone achievement timeline and respective payment per share ranges from $12.00 per CVR if the milestone is achieved on or prior to June 30, 2026, $8.00 per CVR if the milestone is achieved between July 1, 2026 and December 31, 2026 and $4.00 per CVR if the milestone is achieved between January 1, 2027 and December 31, 2027. The Company estimated the fair value of the contingent consideration liability using the probability-weighted discounted cash flow method based on the probability of achieving the milestone on each specified milestone date and consequently calculated the fair value of the CVR in the amount of $9.3 million as of the acquisition date. The material factors that may impact the fair value of the contingent consideration are (i) the number of diluted shares outstanding as of the acquisition date that are eligible for the CVR, (ii) the probabilities and timing of achievement of the milestone, and (iii) discount rates, all of which are unobservable Level 3 inputs not supported by market activity. Significant changes in any of these inputs may result in a significant change in fair value, which is estimated at each reporting date with changes reflected as general and administrative expense. The following table summarizes the purchase price consideration for Neovasc: Purchase Price (in thousands) Cash transferred $ 112,129 Contingent consideration liability 9,307 Total $ 121,436 Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and Level 3 inputs and assumptions used by the Company. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the residual amount of goodwill. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed through the Company ’ s Neovasc acquisition at the acquisition date based on management’s best estimates and assumptions as of the reporting date: Purchase Price (in thousands) Cash and cash equivalents $ 17,273 Accounts receivable, net 1,345 Inventory 918 Prepaid expenses and other current assets 841 Operating lease right-of-use assets 310 Property and equipment 156 Intangible assets 95,500 Other assets 502 Total identifiable assets acquired 116,845 Accounts payable 3,334 Accrued liabilities 4,082 Lease liability, current portion 253 Lease liability, noncurrent portion 64 Deferred tax liabilities 10,964 Other liabilities 16,280 Total liabilities assumed 34,977 Net identifiable assets acquired 81,868 Goodwill 39,568 Total purchase price $ 121,436 The purchase price allocation for the acquisition is preliminary and subject to revision as additional information about fair value of assets acquired and liabilities assumed becomes available, primarily related to the Company’s deferred tax liability and the related impact to goodwill. In the fourth quarter of 2023, the Company recorded adjustments to the amounts recorded as of the second quarter of 2023 that represented immaterial adjustments to the liabilities assumed. As of March 31, 2024, there were no additional changes to the preliminary allocation of the purchase consideration. The Company measured the identifiable assets and liabilities assumed at their acquisition date fair values separately from goodwill. The intangible assets acquired are the developed technology related to Neovasc’s Reducer, in-process research and development for its Reducer technology, and Neovasc’s customer relationships in place at the time of acquisition. The fair value of the intangible assets acquired as of the acquisition date and, the method used to value these assets as well as the estimated economic lives for amortizable intangible assets were as follows (in thousands, except estimated useful life which is in years): Fair value Estimated useful life Valuation method Customer relationships $ 2,900 5.0 years Avoided cost / lost profit Developed technology 61,200 20.0 years Multi-period excess earnings In-process research and development 31,400 N/A Multi-period excess earnings Total $ 95,500 Goodwill represents the excess of the purchase price over the fair value of the net assets acquired. The acquisition of Neovasc resulted in the recognition of $39.6 million of goodwill which the Company believes relates primarily to the anticipated benefits of synergies created through the acquisition and assembled workforce. |
Goodwill and intangible assets
Goodwill and intangible assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | 6. Goodwill and intangible assets Goodwill The Company performs annual impairment reviews of goodwill during the fourth fiscal quarter or more frequently if required. The Company did not incur any goodwill impairment losses during the three months ended March 31, 2024. Intangible assets The following table presents details of the acquired intangible assets as of March 31, 2024 (in thousands, except useful life and estimated remaining useful life which are in years): Gross Carrying Amount Accumulated Impairment Intangible Assets, Net Customer relationships $ 2,900 $ 564 $ — $ 2,336 5.0 years 4.0 years Developed technology 61,200 2,976 — 58,224 20.0 years 19.0 years In-process research and development 31,400 — — 31,400 N/A N/A Total $ 95,500 $ 3,540 $ — $ 91,960 19.3 years 18.3 years Acquisition-related intangible assets included in the above table are finite-lived, other than in-process research and development which has an indefinite life and are carried at cost less accumulated amortization. Customer relationships and developed technology are amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. Amortization expense was $0.9 million for the three months ended March 31, 2024, and was recorded to sales and marketing for customer relationships and to cost of revenue for developed technology. The following table summarizes the estimated future amortization expense of intangible assets with finite lives as of March 31, 2024: Years ending December 31, (in thousands) 2024 (remainder) $ 2,743 2025 3,640 2026 3,640 2027 3,640 2028 3,219 Thereafter 43,678 Total estimated future amortization expense $ 60,560 Actual amortization expense to be reported in future periods could differ from these estimates as a result of asset impairments, acquisitions, or other facts and circumstances. The Company performs annual impairment reviews of its intangible assets during the fourth fiscal quarter or more frequently if business factors indicate. The Company did not have any indicators or incur any impairment losses related to its intangible assets during the three months ended March 31, 2024. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Event On April 4, 2024, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Johnson & Johnson, a New Jersey corporation, and Sweep Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Johnson & Johnson (the "Merger Sub"), providing for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Johnson & Johnson. At the effective time of the Merger (the “Effective Time”): • Each share of the Company’s common stock outstanding immediately prior to the Effective Time (other than certain shares owned by Johnson & Johnson, Merger Sub or the Company to be excluded pursuant to the Merger Agreement and shares with respect to which appraisal rights have been exercised) will automatically be converted into the right to receive cash in an amount equal to $335.00 per share (the “Merger Consideration”), without interest thereon and less any applicable withholdings. • Each Company stock option (“Company Option”) that is outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, and which has a per share exercise price that is less than the Merger Consideration, will be cancelled and converted into the right to receive an amount in cash (without interest), less any applicable withholdings, equal to the product of (i) the aggregate number of shares underlying such Company Option immediately prior to the Effective Time, and (ii) the excess of (A) the Merger Consideration over (B) the per share exercise price of such Company Option. Each Company Option with a per share exercise price that equals or exceeds the amount of the Merger Consideration will be cancelled for no consideration. • Each restricted stock unit (“RSU Award”) that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be canceled and converted into the right to receive an amount in cash (without interest), less any applicable withholdings, equal to the product of (i) the aggregate number of shares underlying such RSU Award immediately prior to the Effective Time and (ii) the Merger Consideration. • Each performance stock unit for which the performance period has not been completed as of the date of the Merger Agreement (“PSU Award”) that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be canceled and converted into the right to receive an amount in cash (without interest), less any applicable withholdings, equal to the product of (i) the aggregate number of shares underlying such PSU Award immediately prior to the Effective Time (assuming attainment of (A) the actual level of performance for performance metrics for which the relevant performance period has been completed as of the Effective Time and (B) the maximum level of performance as determined under the terms of the applicable award agreement as in effect on the date of the Merger Agreement for performance metrics for which the relevant performance period has not been completed as of the Effective Time) and (ii) the Merger Consideration. The Merger Agreement contains customary representations and warranties by Johnson & Johnson, Merger Sub and the Company. The Merger Agreement also contains customary covenants and agreements, including with respect to the operations of the business of the Company between signing and closing. The Merger is expected to close by mid-year 2024, subject to approval by the Company’s stockholders, as well as the receipt of applicable regulatory approvals and other customary closing conditions . |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net income (loss) | $ 55,346 | $ 39,125 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Non-Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Trinh Phung [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On March 8, 2024, Trinh Phung, the Company ’ s Senior Vice President of Finance, entered into a modification letter of pre-arranged written stock sale plan dated September 7, 2023, in accordance with Rule 10b5-1 (the “Phung 10b5-1 Modification”) under the Exchange Act, for the sale of shares of the Company’s common stock. The Phung 10b5-1 Modification was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Phung 10b5-1 Modification provides for the potential sale of up to 15,318 shares of the Company’s common stock, including upon the exercise of vested stock options for shares of the Company’s common stock, less the number of shares sold to satisfy tax withholding obligations pursuant to the Company’s “sell to cover” requirement, so long as the market price of the Company’s common stock is higher than certain minimum threshold prices specified in the Phung 10b5-1 Modification, between June 7, 2024 and December 15, 2024. The number of shares to be sold to satisfy the Company’s tax withholding obligations under the “sell-to-cover” arrangement is dependent on future events which cannot be known at this time, including the future trading price of the Company’s common stock. |
Aggregate Available | 15,318 |
Douglas Godshall [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On March 13, 2024, Doug Godshall, the Company ’ |
Name | Doug Godshall |
Title | Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | March 13, 2024 |
Trinh Phung, Trading Arrangement on March 8, 2024 [Member] | Trinh Phung [Member] | |
Trading Arrangements, by Individual | |
Name | Trinh Phung |
Title | Senior Vice President of Finance |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | March 8, 2024 |
Trinh Phung, Trading Arrangement on September 7, 2023 [Member] | Trinh Phung [Member] | |
Trading Arrangements, by Individual | |
Name | Trinh Phung |
Title | Senior Vice President of Finance |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | September 7, 2023 |
Rule 10b5-1 Arrangement Terminated | true |
Termination Date | March 8, 2024 |
Arrangement Duration | 183 days |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s audited consolidated financial statements and related notes included in the 2023 Annual Report and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position, results of operations and cash flows. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other future annual or interim period. The condensed consolidated balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the 2023 Annual Report. There have been no material changes in the Company’s significant accounting policies for the three months ended March 31, 2024 as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that has been filed with the SEC. |
New Accounting Pronouncements, Policy | Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures, which requires all public entities, including public entities with a single reportable segment, to provide in interim and annual periods one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance. Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures. The guidance in this update is effective for fiscal years beginning after December 15, 2023, and interim periods after December 15, 2024. The Company is currently in the process of evaluating the effects of this pronouncement on its related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation, disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The requirements of the ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the impact of this pronouncement on its related disclosures. In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. The rule will require registrants to disclose certain climate-related information in registration statements and annual reports. The requirements of the rule will apply to the Company's fiscal year beginning January 1, 2025. The Company is currently evaluating the impact of the final rule to determine its impact on the Company's disclosures. The Company continues to monitor new accounting pronouncements issued by the FASB and does not believe any accounting pronouncements issued through the date of this report will have a material impact on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental Cash Flow Information The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated statements of cash flows: March 31, 2024 2023 (in thousands) Cash and cash equivalents $ 281,674 $ 280,932 Restricted cash 1,375 1,715 Total cash, cash equivalents, and restricted cash $ 283,049 $ 282,647 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value | The following tables summarize the Company’s financial assets and liabilities measured at fair value within the fair value hierarchy: March 31, 2024 Level 1 Level 2 Level 3 Total (in thousands) Assets: Cash equivalents: Money market funds $ 85,007 $ — $ — $ 85,007 U.S. treasury securities 49,825 — — 49,825 Marketable securities: U.S. treasury securities 654,632 — — 654,632 Commercial paper — 37,518 — 37,518 Corporate bonds — 34,555 — 34,555 U.S. agency securities — 14,947 — 14,947 Asset-backed securities — 5,907 — 5,907 Total assets $ 789,464 $ 92,927 $ — $ 882,391 Liabilities: Contingent consideration liability $ — $ — $ 7,659 $ 7,659 Convertible debt — 963,008 — 963,008 Total liabilities $ — $ 963,008 $ 7,659 $ 970,667 December 31, 2023 Level 1 Level 2 Level 3 Total (in thousands) Assets: Cash equivalents: Money market funds $ 43,277 $ — $ — $ 43,277 U.S. treasury securities 109,310 — — 109,310 Marketable securities: U.S. treasury securities 575,203 — — 575,203 Commercial paper — 46,054 — 46,054 Corporate bonds — 20,073 — 20,073 U.S. agency securities — 14,946 — 14,946 Asset-backed securities $ — $ 5,856 $ — $ 5,856 Total assets $ 727,790 $ 86,929 $ — $ 814,719 Liabilities: Contingent consideration liability $ — $ — $ 9,307 $ 9,307 Convertible debt — 730,455 — 730,455 Total liabilities $ — $ 730,455 $ 9,307 $ 739,762 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents a reconciliation of the contingent consideration liability classified as a Level 3 financial instrument for the three months ended March 31, 2024. See Note 5 “Business Combination” for information regarding existing contingent consideration liabilities as of March 31, 2024. Three Months Ended (in thousands) Balance, beginning of the period $ 9,307 Decrease in fair value (1,648) Balance, end of the period $ 7,659 |
Cash Equivalents and Short-Te_2
Cash Equivalents and Short-Term Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Summary of Cash Equivalents and Short-Term Investments | The following is a summary of the Company’s cash equivalents and short-term investments: March 31, 2024 Amortized Unrealized Unrealized Fair Value (in thousands) Cash equivalents: Money market funds $ 85,007 $ — $ — $ 85,007 U.S. Treasury securities 49,826 — (1) 49,825 Marketable securities: U.S. Treasury securities 654,768 16 (152) 654,632 Commercial paper 37,506 18 (6) 37,518 Corporate bonds 34,600 7 (52) 34,555 U.S. agency securities 14,962 5 (20) 14,947 Asset-backed securities 5,865 43 (1) 5,907 Total $ 882,534 $ 89 $ (232) $ 882,391 Reported as: Cash equivalents $ 134,832 Short-term investments 747,559 Total $ 882,391 December 31, 2023 Amortized Unrealized Unrealized Fair Value (in thousands) Cash equivalents: Money market funds $ 43,277 $ — $ — $ 43,277 U.S. Treasury securities 109,292 18 — 109,310 Marketable securities: U.S. Treasury securities 575,008 233 (38) 575,203 Commercial paper 46,015 52 (13) 46,054 Corporate bonds 19,995 86 (8) 20,073 U.S. agency securities 14,949 16 (19) 14,946 Asset-backed securities 5,792 64 — 5,856 Total $ 814,328 $ 469 $ (78) $ 814,719 Reported as: Cash equivalents $ 152,587 Short-term investments 662,132 Total $ 814,719 |
Summary of Remaining Contractual Maturities for Available-for-sale Securities | The remaining contractual maturities of the Company’s cash equivalents and short-term investments were as follows: March 31, Fair Value (in thousands) Money market funds $ 85,006 One year or less 736,694 Greater than one year and less than two years 60,691 Total $ 882,391 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | Inventory consists of the following: March 31, December 31, (in thousands) Raw materials $ 28,715 $ 25,670 Work in progress 22,604 16,499 Finished goods 59,896 65,418 Total inventory $ 111,215 $ 107,587 |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: March 31, December 31, (in thousands) Employee compensation $ 34,076 $ 49,706 Professional services 10,972 6,269 Excise, sales, income and other taxes 9,532 9,507 Asset purchases 9,054 7,788 Research and development costs 7,477 8,122 Sales and marketing 3,334 3,495 Other 4,393 6,809 Total accrued liabilities $ 78,838 $ 91,696 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost | The Company recognizes rent expense for these operating leases on a straight-line basis over the lease period. The components of lease costs, which the Company includes in operating expenses in the condensed consolidated statements of operations and comprehensive income, were as follows: Three Months Ended 2024 2023 (in thousands) Operating lease cost $ 1,444 $ 1,211 Variable lease cost 267 300 Total lease cost $ 1,711 $ 1,511 |
Schedule of Minimum Future Rental Payments | As of March 31, 2024, the maturities of the payments due under the Company’s operating lease liabilities were as follows: Years ending December 31, (in thousands) 2024 (remainder) $ 4,619 2025 6,700 2026 6,897 2027 7,076 2028 7,242 Thereafter 23,074 Total minimum lease payments $ 55,608 Less: imputed interest (10,320) Less: Lease incentive (1,299) Total lease liability $ 43,989 Less: current portion (3,653) Lease liability, noncurrent portion $ 40,336 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Total Stock-Based Compensation | Total stock-based compensation was as follows: Three Months Ended 2024 2023 (in thousands) Cost of product revenue $ 1,372 $ 954 Research and development 6,027 3,795 Sales and marketing 8,811 6,466 General and administrative 6,727 4,752 Total stock-based compensation $ 22,937 $ 15,967 |
Schedule of Option Activity under 2009 Plan and 2019 Plan | Stock Options Option activity under the 2009 Plan and 2019 Plan is set forth below: Number Weighted- Weighted- Aggregate (in years) (in thousands) Balance, December 31, 2023 880,809 $ 5.90 3.60 $ 162,653 Options exercised (182,290) 4.11 Balance, March 31, 2024 698,519 $ 6.36 3.70 $ 167,047 Vested and exercisable, 698,519 $ 6.36 3.70 $ 167,047 |
Schedule of RSU Activity under 2019 Plan | RSU and PRSU activity under the 2019 Plan is set forth below. Grant activity for all PRSUs is disclosed at target (100%): Restricted Stock Units Performance-Based Restricted Stock Units Number Weighted- Number Weighted- Balance, December 31, 2023 1,167,022 $ 171.55 67,008 $ 175.09 RSUs and PRSUs granted 415,796 234.82 42,827 200.33 RSUs and PRSUs forfeited (51,828) 199.57 (752) 267.56 RSUs and PRSUs vested (276,920) 110.76 (35,278) 155.58 Balance, March 31, 2024 1,254,070 204.79 73,805 198.11 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Components of Basic and Diluted Net Income (Loss) Per Share | The components of basic and diluted net income per share were as follows (in thousands, except share and per share amounts): Three Months Ended 2024 2023 Numerator: Net income $ 55,346 $ 39,125 Denominator: Basic: Weighted average number of common shares outstanding - basic 37,284,946 36,427,263 Diluted: Weighted average number of common shares outstanding - basic 37,284,946 36,427,263 Dilutive effect of outstanding common stock options 753,786 1,039,985 Dilutive effect of restricted stock units 429,869 510,340 Dilutive effect of common stock pursuant to employee stock purchase plan 3,412 1,860 Weighted average number of common shares outstanding - diluted 38,472,013 37,979,448 Net income per share: Basic $ 1.48 $ 1.07 Diluted $ 1.44 $ 1.03 |
Summary of Outstanding Potentially Dilutive Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share | The total number of potential shares excluded from the calculation of diluted net income per share are as follows: Three Months Ended 2024 2023 Restricted stock units 66,380 100,755 Employee stock purchase plan 5,770 — Capped call options 333,409 — Total 405,559 100,755 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Disaggregation of Revenue [Abstract] | |
Schedule of Product Revenue Based on Product Line and Location | The following table represents the Company’s product revenue based on product line: Three Months Ended 2024 2023 (in thousands) Coronary $ 164,526 $ 113,875 Peripheral 51,843 46,130 Reducer 1,837 — Other 599 1,061 Product revenue $ 218,805 $ 161,066 The following table represents the Company’s product revenue based on the location to which the product is shipped: Three Months Ended 2024 2023 (in thousands) United States $ 175,532 $ 131,623 Europe 26,262 16,234 All other countries 17,011 13,209 Product revenue $ 218,805 $ 161,066 |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the purchase price consideration for Neovasc: Purchase Price (in thousands) Cash transferred $ 112,129 Contingent consideration liability 9,307 Total $ 121,436 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair values of assets acquired and liabilities assumed through the Company ’ s Neovasc acquisition at the acquisition date based on management’s best estimates and assumptions as of the reporting date: Purchase Price (in thousands) Cash and cash equivalents $ 17,273 Accounts receivable, net 1,345 Inventory 918 Prepaid expenses and other current assets 841 Operating lease right-of-use assets 310 Property and equipment 156 Intangible assets 95,500 Other assets 502 Total identifiable assets acquired 116,845 Accounts payable 3,334 Accrued liabilities 4,082 Lease liability, current portion 253 Lease liability, noncurrent portion 64 Deferred tax liabilities 10,964 Other liabilities 16,280 Total liabilities assumed 34,977 Net identifiable assets acquired 81,868 Goodwill 39,568 Total purchase price $ 121,436 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The fair value of the intangible assets acquired as of the acquisition date and, the method used to value these assets as well as the estimated economic lives for amortizable intangible assets were as follows (in thousands, except estimated useful life which is in years): Fair value Estimated useful life Valuation method Customer relationships $ 2,900 5.0 years Avoided cost / lost profit Developed technology 61,200 20.0 years Multi-period excess earnings In-process research and development 31,400 N/A Multi-period excess earnings Total $ 95,500 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table presents details of the acquired intangible assets as of March 31, 2024 (in thousands, except useful life and estimated remaining useful life which are in years): Gross Carrying Amount Accumulated Impairment Intangible Assets, Net Customer relationships $ 2,900 $ 564 $ — $ 2,336 5.0 years 4.0 years Developed technology 61,200 2,976 — 58,224 20.0 years 19.0 years In-process research and development 31,400 — — 31,400 N/A N/A Total $ 95,500 $ 3,540 $ — $ 91,960 19.3 years 18.3 years |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table summarizes the estimated future amortization expense of intangible assets with finite lives as of March 31, 2024: Years ending December 31, (in thousands) 2024 (remainder) $ 2,743 2025 3,640 2026 3,640 2027 3,640 2028 3,219 Thereafter 43,678 Total estimated future amortization expense $ 60,560 |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Additional Information (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash, cash equivalents and short-term investments | $ 1,029,200 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 281,674 | $ 328,422 | $ 280,932 |
Restricted cash | 1,375 | 1,715 | |
Total cash, cash equivalents, and restricted cash | $ 283,049 | $ 282,647 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 11, 2023 |
Money market funds | |||
Assets: | |||
Cash equivalents, Fair Value | $ 85,006 | ||
Neovasc Inc. | |||
Assets: | |||
Contingent consideration liability | $ 9,307 | ||
Cash and Cash Equivalents | U.S. treasury securities | |||
Assets: | |||
Short-term investments, fair value | 49,825 | $ 109,310 | |
Cash and Cash Equivalents | Money market funds | |||
Assets: | |||
Short-term investments, fair value | 85,007 | 43,277 | |
Short-Term Investments | U.S. treasury securities | |||
Assets: | |||
Short-term investments, fair value | 654,632 | 575,203 | |
Short-Term Investments | Commercial paper | |||
Assets: | |||
Short-term investments, fair value | 37,518 | 46,054 | |
Short-Term Investments | Corporate bonds | |||
Assets: | |||
Short-term investments, fair value | 34,555 | 20,073 | |
Short-Term Investments | US Government Agencies Debt Securities | |||
Assets: | |||
Short-term investments, fair value | 14,947 | 14,946 | |
Short-Term Investments | Asset-Backed Securities | |||
Assets: | |||
Short-term investments, fair value | 5,907 | 5,856 | |
Recurring | |||
Assets: | |||
Total assets | 882,391 | 814,719 | |
Total liabilities | 970,667 | 739,762 | |
Recurring | Contingent Consideration | |||
Assets: | |||
Obligations | 7,659 | 9,307 | |
Recurring | Borrowings | |||
Assets: | |||
Obligations | 963,008 | 730,455 | |
Recurring | Level 1 | |||
Assets: | |||
Total assets | 789,464 | 727,790 | |
Total liabilities | 0 | 0 | |
Recurring | Level 1 | Contingent Consideration | |||
Assets: | |||
Obligations | 0 | 0 | |
Recurring | Level 1 | Borrowings | |||
Assets: | |||
Obligations | 0 | 0 | |
Recurring | Level 2 | |||
Assets: | |||
Total assets | 92,927 | 86,929 | |
Total liabilities | 963,008 | 730,455 | |
Recurring | Level 2 | Contingent Consideration | |||
Assets: | |||
Obligations | 0 | 0 | |
Recurring | Level 2 | Borrowings | |||
Assets: | |||
Obligations | 963,008 | 730,455 | |
Recurring | Level 3 | |||
Assets: | |||
Total assets | 0 | 0 | |
Total liabilities | 7,659 | 9,307 | |
Recurring | Level 3 | Contingent Consideration | |||
Assets: | |||
Obligations | 7,659 | 9,307 | |
Recurring | Level 3 | Borrowings | |||
Assets: | |||
Obligations | 0 | 0 | |
Recurring | Cash and Cash Equivalents | U.S. treasury securities | |||
Assets: | |||
Cash equivalents, Fair Value | 49,825 | 109,310 | |
Recurring | Cash and Cash Equivalents | Money market funds | |||
Assets: | |||
Cash equivalents, Fair Value | 85,007 | 43,277 | |
Recurring | Cash and Cash Equivalents | Level 1 | U.S. treasury securities | |||
Assets: | |||
Cash equivalents, Fair Value | 49,825 | 109,310 | |
Recurring | Cash and Cash Equivalents | Level 1 | Money market funds | |||
Assets: | |||
Cash equivalents, Fair Value | 85,007 | 43,277 | |
Recurring | Cash and Cash Equivalents | Level 2 | U.S. treasury securities | |||
Assets: | |||
Cash equivalents, Fair Value | 0 | 0 | |
Recurring | Cash and Cash Equivalents | Level 2 | Money market funds | |||
Assets: | |||
Cash equivalents, Fair Value | 0 | 0 | |
Recurring | Cash and Cash Equivalents | Level 3 | U.S. treasury securities | |||
Assets: | |||
Cash equivalents, Fair Value | 0 | 0 | |
Recurring | Cash and Cash Equivalents | Level 3 | Money market funds | |||
Assets: | |||
Cash equivalents, Fair Value | 0 | 0 | |
Recurring | Short-Term Investments | U.S. treasury securities | |||
Assets: | |||
Short-term investments, fair value | 654,632 | 575,203 | |
Recurring | Short-Term Investments | Commercial paper | |||
Assets: | |||
Short-term investments, fair value | 37,518 | 46,054 | |
Recurring | Short-Term Investments | Corporate bonds | |||
Assets: | |||
Short-term investments, fair value | 34,555 | 20,073 | |
Recurring | Short-Term Investments | US Government Agencies Debt Securities | |||
Assets: | |||
Short-term investments, fair value | 14,947 | 14,946 | |
Recurring | Short-Term Investments | Asset-Backed Securities | |||
Assets: | |||
Short-term investments, fair value | 5,907 | 5,856 | |
Recurring | Short-Term Investments | Level 1 | U.S. treasury securities | |||
Assets: | |||
Short-term investments, fair value | 654,632 | 575,203 | |
Recurring | Short-Term Investments | Level 1 | Commercial paper | |||
Assets: | |||
Short-term investments, fair value | 0 | 0 | |
Recurring | Short-Term Investments | Level 1 | Corporate bonds | |||
Assets: | |||
Short-term investments, fair value | 0 | 0 | |
Recurring | Short-Term Investments | Level 1 | US Government Agencies Debt Securities | |||
Assets: | |||
Short-term investments, fair value | 0 | 0 | |
Recurring | Short-Term Investments | Level 1 | Asset-Backed Securities | |||
Assets: | |||
Short-term investments, fair value | 0 | 0 | |
Recurring | Short-Term Investments | Level 2 | U.S. treasury securities | |||
Assets: | |||
Short-term investments, fair value | 0 | 0 | |
Recurring | Short-Term Investments | Level 2 | Commercial paper | |||
Assets: | |||
Short-term investments, fair value | 37,518 | 46,054 | |
Recurring | Short-Term Investments | Level 2 | Corporate bonds | |||
Assets: | |||
Short-term investments, fair value | 34,555 | 20,073 | |
Recurring | Short-Term Investments | Level 2 | US Government Agencies Debt Securities | |||
Assets: | |||
Short-term investments, fair value | 14,947 | 14,946 | |
Recurring | Short-Term Investments | Level 2 | Asset-Backed Securities | |||
Assets: | |||
Short-term investments, fair value | 5,907 | 5,856 | |
Recurring | Short-Term Investments | Level 3 | U.S. treasury securities | |||
Assets: | |||
Short-term investments, fair value | 0 | 0 | |
Recurring | Short-Term Investments | Level 3 | Commercial paper | |||
Assets: | |||
Short-term investments, fair value | 0 | 0 | |
Recurring | Short-Term Investments | Level 3 | Corporate bonds | |||
Assets: | |||
Short-term investments, fair value | 0 | 0 | |
Recurring | Short-Term Investments | Level 3 | US Government Agencies Debt Securities | |||
Assets: | |||
Short-term investments, fair value | 0 | 0 | |
Recurring | Short-Term Investments | Level 3 | Asset-Backed Securities | |||
Assets: | |||
Short-term investments, fair value | $ 0 | $ 0 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurements - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Contingent Consideration $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance, beginning of the period | $ 9,307 |
Decrease in fair value | (1,648) |
Balance, end of the period | $ 7,659 |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Measurements - Narrative (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Convertible Senior Notes Due 2028 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Convertible Debt | $ 963 |
Cash Equivalents and Short-Te_3
Cash Equivalents and Short-Term Investments - Summary of Cash Equivalents and Short-Term Investments (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short-term investments, amortized cost basis | $ 882,534,000 | $ 814,328,000 |
Unrealized Gains | 89,000 | 469,000 |
Unrealized Losses | (232,000) | (78,000) |
Cash equivalents and short-term investments, fair value | 882,391,000 | 814,719,000 |
Cash equivalents | 134,832,000 | 152,587,000 |
Short-term investments | 747,559,000 | 662,132,000 |
U.S. treasury securities | Short-Term Investments | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments, amortized cost basis | 654,768,000 | 575,008,000 |
Unrealized Gains | 16,000 | 233,000 |
Unrealized Losses | (152,000) | (38,000) |
Short-term investments, fair value | 654,632,000 | 575,203,000 |
U.S. treasury securities | Short-Term Investments | Recurring | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments, fair value | 654,632,000 | 575,203,000 |
U.S. treasury securities | Short-Term Investments | Level 1 | Recurring | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments, fair value | 654,632,000 | 575,203,000 |
U.S. treasury securities | Cash and Cash Equivalents | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments, amortized cost basis | 49,826,000 | 109,292,000 |
Unrealized Gains | 0 | 18,000 |
Unrealized Losses | (1,000) | 0 |
Short-term investments, fair value | 49,825,000 | 109,310,000 |
Money market funds | Cash and Cash Equivalents | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments, amortized cost basis | 85,007,000 | 43,277,000 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Short-term investments, fair value | 85,007,000 | 43,277,000 |
Commercial paper | Short-Term Investments | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments, amortized cost basis | 37,506,000 | 46,015,000 |
Unrealized Gains | 18,000 | 52,000 |
Unrealized Losses | (6,000) | (13,000) |
Short-term investments, fair value | 37,518,000 | 46,054,000 |
Commercial paper | Short-Term Investments | Recurring | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments, fair value | 37,518,000 | 46,054,000 |
Commercial paper | Short-Term Investments | Level 1 | Recurring | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments, fair value | 0 | 0 |
Corporate Bond Securities | Short-Term Investments | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments, amortized cost basis | 34,600,000 | 19,995,000 |
Unrealized Gains | 7,000 | 86,000 |
Unrealized Losses | (52,000) | (8,000) |
Short-term investments, fair value | 34,555,000 | 20,073,000 |
Corporate Bond Securities | Short-Term Investments | Recurring | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments, fair value | 34,555,000 | 20,073,000 |
Corporate Bond Securities | Short-Term Investments | Level 1 | Recurring | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments, fair value | 0 | 0 |
US Government Agencies Debt Securities | Short-Term Investments | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments, amortized cost basis | 14,962,000 | 14,949,000 |
Unrealized Gains | 5,000 | 16,000 |
Unrealized Losses | (20,000) | (19,000) |
Short-term investments, fair value | 14,947,000 | 14,946,000 |
US Government Agencies Debt Securities | Short-Term Investments | Recurring | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments, fair value | 14,947,000 | 14,946,000 |
US Government Agencies Debt Securities | Short-Term Investments | Level 1 | Recurring | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments, fair value | 0 | 0 |
Asset-Backed Securities | Short-Term Investments | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments, amortized cost basis | 5,865,000 | 5,792,000 |
Unrealized Gains | 43,000 | 64,000 |
Unrealized Losses | (1,000) | 0 |
Short-term investments, fair value | 5,907,000 | 5,856,000 |
Asset-Backed Securities | Short-Term Investments | Recurring | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments, fair value | 5,907,000 | 5,856,000 |
Asset-Backed Securities | Short-Term Investments | Level 1 | Recurring | ||
Cash And Cash Equivalents [Line Items] | ||
Short-term investments, fair value | $ 0 | $ 0 |
Cash Equivalents and Short-Te_4
Cash Equivalents and Short-Term Investments - Summary of Remaining Contractual Maturities for Available-for-sale Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Cash and Cash Equivalents [Abstract] | ||
Money market funds | $ 134,832 | $ 152,587 |
One year or less | 736,694 | |
Greater than one year and less than two years | 60,691 | |
Total | $ 882,391 |
Cash Equivalents and Short-Te_5
Cash Equivalents and Short-Term Investments - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Cash and Cash Equivalents [Abstract] | ||
Debt Securities, Available-for-Sale, Unrealized Loss Position | $ 564.1 | $ 45.9 |
Debt Securities, Available-for-Sale, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss | $ 0.2 | $ 0.1 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 28,715 | $ 25,670 |
Work in progress | 22,604 | 16,499 |
Finished goods | 59,896 | 65,418 |
Total inventory | $ 111,215 | $ 107,587 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Employee compensation | $ 34,076 | $ 49,706 |
Research and development costs | 7,477 | 8,122 |
Asset purchases | 9,054 | 7,788 |
Professional services | 10,972 | 6,269 |
Excise, sales, income and other taxes | 9,532 | 9,507 |
Other | 4,393 | 6,809 |
Total accrued liabilities | 78,838 | 91,696 |
Accrued Marketing Costs, Current | $ 3,334 | $ 3,495 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 1,444 | $ 1,211 |
Operating Lease, Payments | $ 1,400 | $ 1,300 |
Operating lease, weighted average remaining lease term | 7 years 8 months 12 days | |
Operating lease, weighted average discount rate | 5.30% |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 1,444 | $ 1,211 |
Variable lease cost | 267 | 300 |
Total lease cost | $ 1,711 | $ 1,511 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Minimum Future Rental Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Operating Lease Liabilities Payments Due [Abstract] | ||
2023 (remainder of year) | $ 4,619 | |
2025 | 6,700 | |
2026 | 6,897 | |
2027 | 7,076 | |
2028 | 7,242 | |
Thereafter | 23,074 | |
Total minimum lease payments | 55,608 | |
Less: imputed interest | (10,320) | |
Lessee, Operating Lease, Lease Incentive | (1,299) | |
Total lease liability | 43,989 | |
Lease liability, current portion | (3,653) | $ (3,641) |
Lease liability, noncurrent portion | $ 40,336 | $ 35,103 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | |||||
Aug. 29, 2023 | Apr. 26, 2023 | Mar. 16, 2023 | Oct. 19, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||||||
Interest Expense | $ 2,943,000 | $ 636,000 | ||||
Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 175,000,000 | |||||
Incremental revolving commitments, maximum | 100,000,000 | |||||
Proceeds of supplemental term loan | $ 80,000,000 | $ 25,000,000 | ||||
Line of Credit Facility, Interest Rate at Period End | 7.30% | |||||
Interest Expense | $ 100,000 | $ 600,000 | ||||
Secured Overnight Financing Rate (SOFR) | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt interest rate basis | 1% | |||||
Fed Funds Effective Rate Overnight Index Swap Rate | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt interest rate basis | 0.50% | |||||
Minimum | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt interest rate basis | 0% | |||||
Minimum | Base Rate | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt interest rate basis | 0% | |||||
Minimum | Secured Overnight Financing Rate (SOFR) | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt interest rate basis | 1% | |||||
Maximum | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt interest rate basis | 1.80% | |||||
Maximum | Base Rate | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt interest rate basis | 1% | |||||
Maximum | Secured Overnight Financing Rate (SOFR) | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt interest rate basis | 2% | |||||
Loan and Security Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt extinguished | $ 80,000,000 | |||||
Repayments of Debt | $ 25,000,000 |
Convertible Debt (Details)
Convertible Debt (Details) | 3 Months Ended | ||||
Aug. 15, 2023 USD ($) d $ / shares shares | Aug. 10, 2023 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||
Interest Expense | $ 2,943,000 | $ 636,000 | |||
Convertible Debt, Noncurrent | 732,810,000 | $ 731,863,000 | |||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Convertible Debt, Noncurrent | 732,800,000 | ||||
Convertible Senior Notes Due 2028 | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate Terms | The Notes bear interest at a rate of 1.0% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2024 | ||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130% | ||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 3.4595 | ||||
Debt Conversion, Converted Instrument, Maximum Shares Issued | shares | 4.4974 | ||||
Debt Instrument, Redemption Price, Percentage | 100% | ||||
Interest Expense | $ 2,800,000 | ||||
Convertible Senior Notes Due 2028 | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Debt amount | $ 100,000,000 | ||||
Debt Instrument, Interest Rate During Period | 1% | ||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | d | 30 | ||||
Debt Instrument, Convertible, Threshold Trading Days | d | 20 | ||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 289.06 | ||||
Debt Conversion, Converted Instrument, Rate | 30% | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 222.35 | ||||
Debt Issuance Costs, Gross | $ 19,600,000 | ||||
Debt interest rate | 1.50% | ||||
Debt Instrument, Issued, Principal | $ 750,000,000 | ||||
Convertible Senior Notes Due 2028 | Convertible Debt | Debt Instrument, Period One | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | d | 30 | ||||
Debt Instrument, Convertible, Threshold Trading Days | d | 20 | ||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130% | ||||
Convertible Senior Notes Due 2028 | Convertible Debt | Debt Instrument, Period Two | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | d | 5 | ||||
Debt Instrument, Convertible, Threshold Trading Days | d | 5 | ||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 98% | ||||
Call Option | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 222.35 | ||||
Share Price | $ / shares | $ 444.70 | ||||
Premium Recognized On Capped Call Transactions | $ / shares | 1 | ||||
Purchases Of Capped Calls Related To Convertible Senior Notes | $ 96,400,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Total Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 22,937 | $ 15,967 |
Cost of product revenue | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 1,372 | 954 |
Research and development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 6,027 | 3,795 |
Sales and marketing | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 8,811 | 6,466 |
General and administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 6,727 | $ 4,752 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2019 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 06, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation expenses capitalized amount | $ 200 | $ 400 | ||
Common stock reserved for issuance (in shares) | 2,000,430 | |||
Maximum period of automatic annual increase in common stock reserved for issuance | 10 years | |||
Automatic annual increase in common stock reserved for issuance | 3% | |||
Shares available for issuance (in shares) | 4,220,428 | |||
Stock-based compensation expense | $ 22,937 | 15,967 | ||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Employee Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for issuance (in shares) | 300,650 | |||
Shares available for issuance (in shares) | 1,868,352 | |||
Purchase shares of common stock, price per share, percentage of fair market value | 85% | |||
Stock-based compensation expense | $ 700 | $ 1,300 | ||
Performance-Based Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting percentage | 100% | |||
Performance-Based Restricted Stock Units | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 2 years | |||
Vesting percentage | 0% | |||
Performance-Based Restricted Stock Units | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Vesting percentage | 200% |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
Number of Shares | |||
Balance beginning of period (in shares) | 880,809,000 | ||
Options exercised (in shares) | (182,290,000) | ||
Balance end of period (in shares) | 698,519,000 | ||
Vested and exercisable shares (in shares) | 698,519,000 | ||
Weighted- Average Exercise Price Per Share | |||
Beginning balance of period (USD per share) | $ 5,900 | ||
Options exercised (USD per share) | 4,110 | ||
Ending balance of period (USD per share) | 6,360 | ||
Vested and exercisable shares (USD per share) | $ 6,360 | ||
Weighted- Average Remaining Term | |||
Balance (USD per share) | 3 years 8 months 12 days | 3 years 7 months 6 days | |
Vested and exercisable, March 31, 2024 | 3 years 8 months 12 days | ||
Aggregate Intrinsic Value | |||
Balance | $ 167,047 | $ 162,653 | |
Vested and exercisable, March 31, 2024 | $ 167,047 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of RSU Activity (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Restricted Stock Units | |
Number of Shares | |
Beginning balance of period (in shares) | shares | 1,167,022,000 |
RSUs granted (in shares) | shares | 415,796,000 |
RSUs forfeited (in shares) | shares | (51,828,000) |
RSUs vested (in shares) | shares | (276,920,000) |
Ending balance of period (in shares) | shares | 1,254,070,000 |
Weighted-Average Grant Date Fair Value Per Share | |
Beginning balance of period (USD per share) | $ / shares | $ 171,550 |
RSUs granted (USD per share) | $ / shares | 234,820 |
RSUs forfeited (USD per share) | $ / shares | 199,570 |
RSUs vested (USD per share) | $ / shares | 110,760 |
Ending balance of period (USD per share) | $ / shares | $ 204,790 |
Performance-Based Restricted Stock Units | |
Number of Shares | |
Beginning balance of period (in shares) | shares | 67,008,000 |
RSUs granted (in shares) | shares | 42,827,000 |
RSUs forfeited (in shares) | shares | (752,000) |
RSUs vested (in shares) | shares | (35,278,000) |
Ending balance of period (in shares) | shares | 73,805,000 |
Weighted-Average Grant Date Fair Value Per Share | |
Beginning balance of period (USD per share) | $ / shares | $ 175,090 |
RSUs granted (USD per share) | $ / shares | 200,330 |
RSUs forfeited (USD per share) | $ / shares | 267,560 |
RSUs vested (USD per share) | $ / shares | 155,580 |
Ending balance of period (USD per share) | $ / shares | $ 198,110 |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Components of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net income (loss) | $ 55,346 | $ 39,125 |
Denominator: | ||
Basic (in shares) | 37,284,946 | 36,427,263 |
Diluted (in shares) | 38,472,013 | 37,979,448 |
Net income per share: | ||
Basic (USD per share) | $ 1.48 | $ 1.07 |
Diluted (USD per share) | $ 1.44 | $ 1.03 |
Restricted Stock Units | ||
Denominator: | ||
Dilutive effect of share-based payment arrangements (in shares) | 429,869 | 510,340 |
Employee Stock | ||
Denominator: | ||
Dilutive effect of share-based payment arrangements (in shares) | 3,412 | 1,860 |
Stock Options | ||
Denominator: | ||
Dilutive effect of share-based payment arrangements (in shares) | 753,786 | 1,039,985 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Outstanding Potentially Dilutive Common Stock Equivalents Excluded from Calculation of Diluted Net Income (Loss) Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares) | 405,559 | 100,755 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares) | 66,380 | 100,755 |
Employee Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares) | 5,770 | 0 |
Capped Call Securities | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares) | 333,409 | 0 |
Revenue - Schedule of Product R
Revenue - Schedule of Product Revenue Based on Product Line (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | ||
Product revenue | $ 218,805 | $ 161,066 |
Coronary | ||
Disaggregation Of Revenue [Line Items] | ||
Product revenue | 164,526 | 113,875 |
Peripheral | ||
Disaggregation Of Revenue [Line Items] | ||
Product revenue | 51,843 | 46,130 |
Other | ||
Disaggregation Of Revenue [Line Items] | ||
Product revenue | 599 | 1,061 |
Reducer | ||
Disaggregation Of Revenue [Line Items] | ||
Product revenue | $ 1,837 | $ 0 |
Revenue - Schedule of Product_2
Revenue - Schedule of Product Revenue Based on Location (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | ||
Product revenue | $ 218,805 | $ 161,066 |
United States | ||
Disaggregation Of Revenue [Line Items] | ||
Product revenue | 175,532 | 131,623 |
Europe | ||
Disaggregation Of Revenue [Line Items] | ||
Product revenue | 26,262 | 16,234 |
All other countries | ||
Disaggregation Of Revenue [Line Items] | ||
Product revenue | $ 17,011 | $ 13,209 |
Equity Method Investments - Add
Equity Method Investments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 19, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Schedule Of Equity Method Investments [Line Items] | ||||
Equity method investment | $ 2,356 | $ 1,643 | ||
Income (loss) from equity method investment | (713) | $ 823 | ||
Related party contract liability, noncurrent portion | 12,273 | $ 12,273 | ||
Joint Venture | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Percentage of equity stake received | 45% | |||
Joint Venture | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Related party contract liability, noncurrent portion | 12,300 | |||
JV Agreement with Genesis MedTech | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Equity method investment | $ 2,400 | |||
JV Agreement with Genesis MedTech | Share Subscription Agreement | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Ordinary shares issued (in shares) | 54,900 | |||
Equity percentage | 55% | |||
Cash contribution from exchange of equity | $ 15,000 | |||
JV Agreement with Genesis MedTech | License Agreement | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Ordinary shares issued (in shares) | 45,000 | |||
Equity percentage | 45% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ (5,347) | $ 1,612 |
Federal statutory income tax rate | (10.69%) | (3.96%) |
Business Combination - Narrativ
Business Combination - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Apr. 11, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 39,568 | $ 39,568 | |
Neovasc Inc. | |||
Business Acquisition [Line Items] | |||
Business Acquisition, Share Price | $ 27.25 | ||
Business Combination, Acquisition Related Costs | 6,900 | ||
Business Combination, Consideration Transferred | $ 121,436 | ||
Cash transferred | 112,129 | ||
Contingent consideration liability | 9,307 | ||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 47,000 | ||
Goodwill | 39,568 | 39,600 | |
Deferred tax liabilities | $ 10,964 | $ 11,000 | |
Neovasc Inc. | June 30, 2026 Milestone | |||
Business Acquisition [Line Items] | |||
Business Combination, Contingent Consideration, Per Share | $ 12 | ||
Neovasc Inc. | December 31, 2026 Milestone | |||
Business Acquisition [Line Items] | |||
Business Combination, Contingent Consideration, Per Share | 8 | ||
Neovasc Inc. | December 31, 2027 Milestone | |||
Business Acquisition [Line Items] | |||
Business Combination, Contingent Consideration, Per Share | $ 4 |
Business Combination - Calculat
Business Combination - Calculation of Consideration Transferred (Details) - Neovasc Inc. $ in Thousands | Apr. 11, 2023 USD ($) |
Business Acquisition [Line Items] | |
Cash transferred | $ 112,129 |
Contingent consideration liability | 9,307 |
Business Combination, Consideration Transferred | $ 121,436 |
Business Combination - Assets A
Business Combination - Assets Acquired, Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 11, 2023 |
Business Acquisition [Line Items] | |||
Goodwill | $ 39,568 | $ 39,568 | |
Neovasc Inc. | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 17,273 | ||
Accounts receivable, net | 1,345 | ||
Inventory | 918 | ||
Prepaid expenses and other current assets | 841 | ||
Operating lease right-of-use assets | 310 | ||
Property and equipment | 156 | ||
Intangible assets | 95,500 | 95,500 | |
Other assets | 502 | ||
Total identifiable assets acquired | 116,845 | ||
Accounts payable | 3,334 | ||
Accrued liabilities | 4,082 | ||
Lease liability, current portion | 253 | ||
Lease liability, noncurrent portion | 64 | ||
Deferred tax liabilities | 11,000 | 10,964 | |
Other liabilities | 16,280 | ||
Total liabilities assumed | 34,977 | ||
Net identifiable assets acquired | 81,868 | ||
Goodwill | $ 39,600 | 39,568 | |
Total purchase price | $ 121,436 |
Business Combination - Finite-L
Business Combination - Finite-Lived Intangible Assets (Details) - Neovasc Inc. - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 11, 2023 | |
Business Acquisition [Line Items] | ||
Intangible assets | $ 95,500 | $ 95,500 |
Customer Relationships | ||
Business Acquisition [Line Items] | ||
Finite-Lived Intangibles | $ 2,900 | |
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 5 years | |
Developed technology | ||
Business Acquisition [Line Items] | ||
Finite-Lived Intangibles | $ 61,200 | |
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 20 years | |
In-process research and development | ||
Business Acquisition [Line Items] | ||
Indefinite-Lived Intangible Assets | $ 31,400 |
Goodwill and intangible asset_2
Goodwill and intangible assets - Schedule of Finite and Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 91,960 | $ 92,857 | |
Neovasc Inc. | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangibles, gross carrying amount | 95,500 | ||
Accumulated Amortization | 3,540 | ||
Impairment | $ 0 | ||
Intangible Assets, Net | 60,560 | ||
Intangible assets, net | $ 91,960 | ||
Useful Life | 19 years 3 months 18 days | ||
Estimated Remaining Useful Life | 18 years 3 months 18 days | ||
In-process research and development | Neovasc Inc. | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | $ 31,400 | ||
Customer relationships | Neovasc Inc. | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 2,900 | ||
Accumulated Amortization | 564 | ||
Impairment | 0 | ||
Intangible Assets, Net | $ 2,336 | ||
Useful Life | 5 years | ||
Estimated Remaining Useful Life | 4 years | ||
Developed technology | Neovasc Inc. | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 61,200 | ||
Accumulated Amortization | 2,976 | ||
Impairment | $ 0 | ||
Intangible Assets, Net | $ 58,224 | ||
Useful Life | 20 years | ||
Estimated Remaining Useful Life | 19 years |
Goodwill and intangible asset_3
Goodwill and intangible assets - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Neovasc Inc. | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 0.9 |
Goodwill and intangible asset_4
Goodwill and intangible assets - Future Amortization Expense (Details) - Neovasc Inc. $ in Thousands | Mar. 31, 2024 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2024 (remainder) | $ 2,743 |
2025 | 3,640 |
2026 | 3,640 |
2027 | 3,640 |
2028 | 3,219 |
Thereafter | 43,678 |
Intangible Assets, Net | $ 60,560 |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 04, 2024 $ / shares |
Subsequent Event | |
Subsequent Event [Line Items] | |
Common stock, par value (in dollars per share) | $ 335 |