Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 30, 2014 | |
Entity Information [Line Items] | ' | ' |
Entity Registrant Name | 'SPECTRANETICS CORP | ' |
Entity Central Index Key | '0000789132 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 41,918,645 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $103,538 | $128,395 |
Trade accounts receivable, less allowance for doubtful accounts and sales returns of $1,233 and $782, respectively | 36,186 | 26,766 |
Inventories, net | 26,488 | 9,476 |
Deferred income taxes, net | 3,019 | 445 |
Prepaid expenses and other current assets | 5,332 | 2,748 |
Total current assets | 174,563 | 167,830 |
Property and equipment, net | 32,435 | 28,281 |
Debt issuance costs, net | 7,155 | 0 |
Goodwill | 148,170 | 14,846 |
Other intangible assets, net | 105,623 | 5,609 |
Other assets | 1,394 | 591 |
Total assets | 469,340 | 217,157 |
Current liabilities: | ' | ' |
Accounts payable | 4,432 | 2,587 |
Accrued liabilities | 27,080 | 18,819 |
Deferred revenue | 1,877 | 1,819 |
Total current liabilities | 33,389 | 23,225 |
Convertible senior notes | 230,000 | 0 |
Accrued liabilities, net of current portion | 1,195 | 1,215 |
Contingent consideration | 27,790 | 1,352 |
Deferred income taxes | 4,185 | 1,365 |
Total liabilities | 296,559 | 27,157 |
Commitments and contingencies (Note 10) | ' | ' |
Stockholders’ equity: | ' | ' |
Preferred stock, $.001 par value; authorized 5,000,000 shares; none issued | 0 | 0 |
Common stock, $.001 par value; authorized 120,000,000 and 60,000,000 shares, respectively; issued and outstanding 41,902,736 and 41,230,286 shares, respectively | 42 | 41 |
Additional paid-in capital | 294,126 | 284,494 |
Accumulated other comprehensive loss | -987 | -305 |
Accumulated deficit | -120,400 | -94,230 |
Total stockholders’ equity | 172,781 | 190,000 |
Total liabilities and stockholders’ equity | $469,340 | $217,157 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Trade accounts receivable, less allowance for doubtful accounts and sales returns | $1,233 | $782 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 120,000,000 | 60,000,000 |
Common stock, shares issued | 41,902,736 | 41,230,286 |
Common stock, shares outstanding | 41,902,736 | 41,230,286 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenue | $58,786 | $39,763 | $141,955 | $116,891 |
Cost of products sold | 14,686 | 10,053 | 35,526 | 30,997 |
Amortization of acquired inventory step-up | 1,014 | 0 | 1,014 | 0 |
Gross profit | 43,086 | 29,710 | 105,415 | 85,894 |
Operating expenses: | ' | ' | ' | ' |
Selling, general and administrative | 35,490 | 22,223 | 91,682 | 68,089 |
Research, development and other technology | 7,573 | 5,664 | 19,364 | 16,320 |
Acquisition due diligence, transaction, and integration costs | 3,826 | 0 | 8,055 | 0 |
Medical device excise tax | 864 | 537 | 1,977 | 1,568 |
Intangible asset amortization | 3,055 | 246 | 3,328 | 656 |
Contingent consideration expense | 1,037 | 234 | 1,115 | 638 |
Intangible asset impairment | 4,138 | 0 | 4,138 | 0 |
Change in fair value of contingent consideration liability | -1,064 | 0 | -1,064 | 0 |
Total operating expenses | 54,919 | 28,904 | 128,595 | 87,271 |
Operating (loss) income | -11,833 | 806 | -23,180 | -1,377 |
Other income (expense): | ' | ' | ' | ' |
Interest (expense) income, net | -1,801 | -1 | -2,289 | 1 |
Foreign currency transaction (loss) gain | -122 | 35 | -120 | 10 |
Other income, net | 0 | 0 | 0 | 8 |
Total other (expense) income | -1,923 | 34 | -2,409 | 19 |
(Loss) income before income taxes | -13,756 | 840 | -25,589 | -1,358 |
Income tax expense (benefit) | 188 | 406 | 581 | -105 |
Net (loss) income | -13,944 | 434 | -26,170 | -1,253 |
Net (loss) income per share — | ' | ' | ' | ' |
Basic and diluted (in dollars per share) | ($0.33) | $0.01 | ($0.63) | ($0.03) |
Other comprehensive (loss) income, net of tax | ' | ' | ' | ' |
Foreign currency translation adjustments | -620 | 220 | -682 | 163 |
Comprehensive (loss) income, net of tax | ($14,564) | $654 | ($26,852) | ($1,090) |
Weighted average common shares outstanding — | ' | ' | ' | ' |
Basic (in shares) | 41,821,591 | 40,837,191 | 41,594,668 | 38,210,098 |
Diluted (in shares) | 41,821,591 | 42,376,181 | 41,594,668 | 38,210,098 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net loss | ($26,170) | ($1,253) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 10,951 | 7,952 |
Stock-based compensation expense | 5,156 | 2,839 |
Amortization of debt issuance costs | 319 | 0 |
Provision for excess and obsolete inventories | 401 | 213 |
Intangible asset impairment | 4,138 | 0 |
Change in fair value of contingent consideration liability | -1,064 | 0 |
Deferred income taxes | 283 | -351 |
Net change in operating assets and liabilities | -6,887 | -10,216 |
Net cash used in operating activities | -12,873 | -816 |
Cash flows from investing activities: | ' | ' |
Capital expenditures | -5,102 | -2,721 |
Acquisition-related payments | -233,978 | -6,500 |
Net cash used in investing activities | -239,080 | -9,221 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of convertible senior notes | 230,000 | 0 |
Debt issuance costs, convertible senior notes | -7,474 | 0 |
Net proceeds from stock offering | 0 | 92,034 |
Proceeds from the exercise of stock options and employee stock purchase plan | 4,477 | 3,778 |
Net cash provided by financing activities | 227,003 | 95,812 |
Effect of exchange rate changes on cash | 93 | 20 |
Net (decrease) increase in cash and cash equivalents | -24,857 | 85,795 |
Cash and cash equivalents at beginning of period | 128,395 | 37,775 |
Cash and cash equivalents at end of period | 103,538 | 123,570 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for interest | 36 | 31 |
Cash paid for income taxes | $783 | $297 |
General_Notes
General (Notes) | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
General | ' |
GENERAL | |
The accompanying condensed consolidated financial statements include the accounts of The Spectranetics Corporation, a Delaware corporation, and its wholly-owned Dutch subsidiary, Spectranetics International, B.V., including the accounts of the wholly-owned subsidiaries of Spectranetics International, B.V.: Spectranetics II B.V., Spectranetics Deutschland GmbH, Spectranetics Austria GmbH, Spectranetics France SARL, Spectranetics Switzerland GmbH, and Spectranetics Denmark ApS. The condensed consolidated balance sheet as of September 30, 2014 also includes the accounts of The Spectranetics Corporation’s wholly-owned subsidiary, AngioScore Inc. (“AngioScore”), which was acquired on June 30, 2014. The condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2014 also include the results of operations of AngioScore as of July 1, 2014. The aforementioned entities are collectively referred to as the “Company.” All intercompany balances and transactions have been eliminated in consolidation. | |
The Company develops, manufactures, markets, and distributes single-use medical devices used in minimally invasive procedures within the cardiovascular system. The Company’s Vascular Intervention products include a range of laser catheters to ablate blockages in arteries above and below the knee (peripheral atherectomy); support catheters to facilitate crossing of peripheral and coronary arterial blockages, retrograde access and guidewire retrieval devices used in the treatment of peripheral arterial blockages, including chronic total occlusions (crossing solutions); aspiration and cardiac laser catheters to treat blockages in the heart (coronary atherectomy and thrombectomy); and effective June 30, 2014, AngioSculpt™ scoring balloons used to treat coronary and peripheral artery disease. The Company’s Lead Management products include excimer laser sheaths, dilator sheaths, and cardiac lead management accessories for the removal of pacemaker and defibrillator cardiac leads. The Company also sells, rents, and services its CVX-300® laser systems. | |
The Company prepares its condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Management must make certain estimates, judgments, and assumptions based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, intangible assets and goodwill, valuation allowances and reserves for receivables, inventories, and deferred income tax assets, contingent consideration liabilities for acquisitions, stock-based compensation expense, estimated clinical trial expenses, accrued estimates for incurred but not reported claims under partially self-insured employee health benefit programs, and loss contingencies, including those related to litigation. Actual results could differ from those estimates. | |
The information included in the accompanying condensed consolidated interim financial statements is unaudited and should be read with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. In the opinion of management, all adjustments necessary for a fair presentation of the assets, liabilities and results of operations for the interim periods presented have been reflected herein and are of a normal, recurring nature. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year. Certain prior period amounts have been reclassified to conform to the current period presentation. | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The ASU will be effective for the Company beginning January 1, 2017, and allows for both retrospective and prospective methods of adoption. The Company is in the process of determining the method of adoption and assessing the impact of this ASU on its results of operations, financial position, and consolidated financial statements. | |
In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The objective of this update is to provide guidance on the treatment of a performance target that could be achieved after the requisite service period. ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The adoption of this standard will not have an impact on the Company’s unaudited consolidated financial statements. | |
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The objective of this update is to provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The adoption of this standard will not have an impact on the Company’s unaudited consolidated financial statements. |
Business_Combination_Notes
Business Combination (Notes) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Business Combination | ' | |||||||||||||||
BUSINESS COMBINATION | ||||||||||||||||
On June 30, 2014 (the “Acquisition Date”), the Company completed its acquisition of AngioScore pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 27, 2014. AngioScore develops, manufactures and markets the AngioSculpt Scoring Balloon Catheter for the treatment of coronary artery disease and peripheral artery disease. The primary reasons for the AngioScore acquisition were to extend the Company’s existing product lines, leverage its current customer call points, expand its markets and sales coverage, increase revenue, and drive operating efficiencies. | ||||||||||||||||
Under the terms of the Merger Agreement, the Company paid the former AngioScore stockholders merger consideration of $230 million in cash, plus certain adjustments relating to working capital set forth in the Merger Agreement, on the Acquisition Date. The Company also has agreed to pay additional contingent merger consideration as follows: | ||||||||||||||||
(a) | annual cash payments for net sales of AngioScore products occurring in calendar years 2015, 2016 and 2017 equal to a multiple of 2.0 times each year’s annual increase in net sales in excess of 10% over the highest preceding year net sales, provided that the year-over-year change in net sales is positive and that such payments in the aggregate will not exceed $50 million (“Revenue Payments”); | |||||||||||||||
(b) | the following payments related to AngioScore’s Drug-Coated AngioSculpt product: | |||||||||||||||
(i) | a cash payment of $5 million if the product receives European CE mark approval for use in the coronary arteries by December 31, 2016; | |||||||||||||||
(ii) | a cash payment of $5 million if the product receives European CE mark approval for use in the peripheral arteries by December 31, 2016; and | |||||||||||||||
(iii) | a cash payment of $15 million if the product receives U.S. investigational device exemption approval for use in the coronary or peripheral arteries by December 31, 2016. | |||||||||||||||
The cash consideration was financed in part using the net proceeds from the Company’s public offering of $230 million aggregate principal amount of 2.625% Convertible Senior Notes due 2034 (see Note 3). | ||||||||||||||||
The Company accounted for the acquisition as a business combination and recorded the assets acquired, liabilities assumed, and the estimated future consideration obligations at their respective fair values as of the Acquisition Date. The components of the aggregate preliminary purchase price for the acquisition were as follows (in thousands): | ||||||||||||||||
Cash, including working capital adjustment | $ | 233,978 | ||||||||||||||
Fair value of contingent consideration | 25,886 | |||||||||||||||
Total purchase price | $ | 259,864 | ||||||||||||||
The Company recorded total contingent consideration liabilities at their fair value of $25.9 million. The Company used a probability-weighted approach to estimate the achievement of the future revenue and regulatory approval milestones, and discount rates ranging from 9% to 19%. The selection of the discount rates reflects the inherent risks of achieving the respective milestones. These fair value measurements are based on significant unobservable inputs, which are classified as Level 3 within the fair value hierarchy, based on management’s estimates and assumptions. The working capital adjustment represents the difference between actual working capital acquired as of June 30, 2014 and historical average working capital as defined in the Merger Agreement. | ||||||||||||||||
Net Assets Acquired | ||||||||||||||||
The transaction has been accounted for using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The following table summarizes the preliminary allocation of assets acquired and liabilities assumed as of the Acquisition Date (in thousands): | ||||||||||||||||
Allocation of purchase price | Amortization period (in years) | |||||||||||||||
Accounts receivable | $ | 8,461 | ||||||||||||||
Inventories | 14,294 | |||||||||||||||
Prepaids and other current assets | 411 | |||||||||||||||
Property and equipment, net | 712 | |||||||||||||||
Other long term assets | 30 | |||||||||||||||
Total tangible assets acquired | 23,908 | |||||||||||||||
Less: liabilities assumed | 4,848 | |||||||||||||||
Net tangible assets less liabilities | $ | 19,060 | ||||||||||||||
Intangible assets: | ||||||||||||||||
Technology | 73,510 | 10 | ||||||||||||||
In-process research and development (“IPR&D”) | 3,750 | |||||||||||||||
Customer relationships | 23,320 | 10 | ||||||||||||||
Distributor relationships | 1,940 | 2 | ||||||||||||||
Trademark and trade names | 4,380 | 6 | ||||||||||||||
Non-compete agreements | 580 | 2 | ||||||||||||||
Goodwill | 133,324 | |||||||||||||||
Total purchase price | $ | 259,864 | ||||||||||||||
The assets acquired and liabilities assumed were recorded at their estimated fair values as of the Acquisition Date. The accounting for the acquisition is preliminary due to the ongoing analysis of the tangible and intangible assets acquired. Upon completion of this analysis, the Company may record adjustments to the estimated amounts recorded as further information about conditions existing at the Acquisition Date becomes available. The final fair value determinations may be different than those reflected in our condensed consolidated financial statements at September 30, 2014. | ||||||||||||||||
The Company determined the fair value of the inventory based on its estimated selling price less cost to sell and normal profit margin, which increased the value of the acquired inventory by $2.3 million, referred to as a “step-up adjustment.” The step-up adjustment is amortized and recognized as a component of cost of products sold as the acquired inventory is sold. During the three months ended September 30, 2014, the amortization of the inventory step-up increased cost of products sold by $1.0 million, reflected as “Amortization of acquired inventory step-up” in the condensed consolidated statements of operations and comprehensive income (loss). | ||||||||||||||||
The fair value of the technology intangible assets was determined based upon the present value of expected future cash flows, utilizing a risk-adjusted discount rate. The customer and distributor relationships and the non-compete agreements were valued based on a “with and without” approach. The “with and without” method measures an asset value by estimating the difference in cash flows generated by the business with the asset in-use versus without the asset. The difference in cash flows is attributable to incremental earnings or cost savings associated with the asset. The trademark and trade names were valued based on a “relief from royalty” approach. The “relief from royalty” method is based on the premise that a third party would be willing to pay a royalty to use the trade name/trademark asset owned by the subject company. The projected royalties are converted into their present value equivalents through the application of a risk adjusted discount rate. These fair value measurements are based on significant unobservable inputs, which are classified as Level 3 within the fair value hierarchy, based on management’s estimates and assumptions. | ||||||||||||||||
The IPR&D asset, which is accounted for as an indefinite-lived intangible asset until completion of the project, represents an estimate of the fair value of in-process technology related to AngioScore’s Drug-Coated AngioSculpt product line. The estimated fair value was determined using the multi-period excess earnings method, a variation of the income approach. | ||||||||||||||||
The Company recorded the excess of the aggregate purchase price over the estimated fair values of the identifiable assets acquired as goodwill, which is not deductible for tax purposes. Goodwill is primarily attributable to the benefits the Company expects to realize by expanding its product offerings and addressable markets, thereby contributing to an expanded revenue base. The Company will also substantially increase the size of its direct sales organization, while realizing cost synergies associated with eliminating redundant positions, primarily in selling, general and administrative functions. Goodwill was allocated to the Company’s operating segments based on the relative expected benefits as disclosed in Note 5, “Goodwill and Intangible Assets.” | ||||||||||||||||
The assets and liabilities assumed in the acquisition were included in the Company’s condensed consolidated balance sheet as of June 30, 2014. The results of AngioScore operations have been included in the Company’s condensed consolidated financial statements since July 1, 2014. The Company is currently evaluating the impact of the AngioScore acquisition on its reportable operating segments. | ||||||||||||||||
Acquisition and Integration Costs | ||||||||||||||||
Expenses related to the acquisition of AngioScore and the subsequent integration of its operations were $3.8 million and $8.1 million for the three and nine months ended September 30, 2014, respectively, and primarily included investment banking, accounting, consulting, and legal fees, as well as severance, retention, and other integration costs. In addition, these costs include legal fees associated with a patent-related matter in which AngioScore is the plaintiff. These costs are included within the “Acquisition due diligence, transaction, and integration costs” line of the condensed consolidated statements of operations. | ||||||||||||||||
Taxes | ||||||||||||||||
As part of the AngioScore acquisition, the Company acquired AngioScore’s net deferred tax assets, including net operating loss carryforwards estimated at $94 million for federal tax purposes and $90 million for state tax purposes at June 30, 2014. These losses could be significantly limited under Internal Revenue Code (“IRC”) Section 382. Based on an analysis of AngioScore’s ownership changes as defined in IRC Section 382, we believe that all net operating losses will be utilized prior to expiration. The Company is currently evaluating the realizability of the net deferred tax assets acquired, net of the deferred tax liabilities that arise from the recording of intangible assets as part of the purchase price allocation. Based on its preliminary purchase price allocation, the Company does not expect the deferred tax assets acquired, net of the deferred tax liabilities arising from the acquisition, to be significant. | ||||||||||||||||
Unaudited Supplemental Pro Forma Financial Information | ||||||||||||||||
Revenue from the AngioScore products during the three months ended September 30, 2014 was $14.9 million and was included in the Company’s condensed consolidated statements of operations and comprehensive income (loss). The Company is unable to identify earnings attributable to AngioScore for the three months ended September 30, 2014, because the operations of AngioScore have been largely integrated into the Company’s operations. | ||||||||||||||||
The unaudited pro forma results presented below include the combined results of both entities as if the acquisition had been consummated as of January 1, 2013. Certain pro forma adjustments have been made to reflect the impact of the purchase transaction, primarily consisting of amortization of intangible assets with determinable lives and interest expense on long-term debt. The Company also eliminated direct acquisition transaction costs and the amortization of acquired inventory step-up from 2014 results and included such costs in 2013 results. In addition, certain historical expenses, such as warrant expense and interest expense associated with debt that was immediately repaid, were eliminated from these pro forma results. The pro forma information does not necessarily reflect the actual results of operations had the acquisition been consummated at the beginning of the fiscal reporting period indicated nor is it indicative of future operating results. The pro forma information does not include any adjustment for potential revenue enhancements, cost synergies or other operating efficiencies that could result from the acquisition. | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Revenue | $ | 58,786 | $ | 53,305 | $ | 172,359 | $ | 157,233 | ||||||||
Net loss | (12,930 | ) | (6,490 | ) | (35,094 | ) | (21,799 | ) | ||||||||
Net loss per share | $ | (0.31 | ) | $ | (0.16 | ) | $ | (0.84 | ) | $ | (0.57 | ) |
Convertible_Senior_Notes_Notes
Convertible Senior Notes (Notes) | 9 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Convertible Senior Notes | ' |
CONVERTIBLE SENIOR NOTES | |
On June 3, 2014, the Company closed the sale of $230 million aggregate principal amount of 2.625% Convertible Senior Notes due 2034 (the “Notes”) pursuant to an underwriting agreement dated May 28, 2014. Interest will be paid semi-annually in arrears on December 1 and June 1 of each year, commencing December 1, 2014. The Notes will mature on June 1, 2034, unless earlier converted, redeemed, or repurchased in accordance with the terms of the Notes. The initial conversion rate of the Notes is 31.9020 shares of the Company’s common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $31.35 per share). The conversion rate will be subject to adjustment upon the occurrence of certain events specified in the indenture governing the Notes. Holders may surrender their Notes for conversion at any time prior to the close of business on the second scheduled trading day immediately preceding the stated maturity date. On or after June 5, 2018 and prior to June 5, 2021, the Company may redeem any or all of the Notes in cash if the closing price of the Company’s common stock exceeds 130% of the conversion price then in effect for a specified number of days, and on or after June 5, 2021, the Company may redeem the Notes without any such condition. | |
Holders of the Notes may require the Company to repurchase all or a portion of their Notes on each of June 5, 2021, June 5, 2024 and June 5, 2029, or following a fundamental change (as defined in the indenture governing the Notes), in each case, at a repurchase price in cash equal to 100% of the principal amount of the Notes being repurchased plus accrued and unpaid interest to, but excluding, the date of repurchase. | |
The Notes are subject to customary events of default, which may result in the acceleration of the maturity of the Notes. | |
The Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes, rank equally in right of payment with any of the Company’s unsecured indebtedness that is not so subordinated, are effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all indebtedness and other liabilities of the Company’s subsidiaries. | |
The Company received $222.5 million from the issuance of the Notes, net of $7.5 million of debt issuance costs incurred. The debt issuance costs are being amortized over a seven year period using the effective interest method. The Company used all of the net proceeds to fund the acquisition of AngioScore (see Note 2). | |
Composition_of_Certain_Financi
Composition of Certain Financial Statement Items (Notes) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Balance Sheet Related Disclosures [Abstract] | ' | |||||||
Composition of Certain Financial Statement Items | ' | |||||||
COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS | ||||||||
Inventories | ||||||||
Inventories, net, consisted of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Raw materials | $ | 8,006 | $ | 4,132 | ||||
Work in process | 3,991 | 1,696 | ||||||
Finished goods | 14,491 | 3,648 | ||||||
$ | 26,488 | $ | 9,476 | |||||
At June 30, 2014, the Company acquired $14.3 million of inventories from AngioScore. See Note 2, “Business Combination,” for further discussion. | ||||||||
Property and Equipment | ||||||||
Property and equipment, net, consisted of the following (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Equipment held for rental or loan | $ | 45,442 | $ | 42,949 | ||||
Manufacturing equipment and computers | 29,020 | 24,827 | ||||||
Leasehold improvements | 6,130 | 5,697 | ||||||
Furniture and fixtures | 3,231 | 2,446 | ||||||
Building and improvements | 1,276 | 1,276 | ||||||
Land | 270 | 270 | ||||||
Less: accumulated depreciation and amortization | (52,934 | ) | (49,184 | ) | ||||
$ | 32,435 | $ | 28,281 | |||||
At June 30, 2014, the Company acquired $0.7 million of property and equipment, net, from AngioScore. See Note 2, “Business Combination,” for further discussion. | ||||||||
Accrued Liabilities | ||||||||
Accrued liabilities consisted of the following (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Accrued payroll and employee-related expenses | $ | 14,849 | $ | 11,808 | ||||
Accrued legal costs | 2,505 | 134 | ||||||
Accrued interest on convertible notes | 1,962 | — | ||||||
Accrued clinical study expense | 1,211 | 872 | ||||||
Deferred rent | 1,194 | 1,204 | ||||||
Accrued sales, income, and excise taxes | 1,170 | 1,659 | ||||||
Accrued royalties | 755 | 571 | ||||||
Contingent consideration, current portion | — | 500 | ||||||
Other accrued expenses | 4,629 | 3,286 | ||||||
Less: long-term portion | (1,195 | ) | (1,215 | ) | ||||
Accrued liabilities: current portion | $ | 27,080 | $ | 18,819 | ||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets (Notes) | 9 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||
Goodwill and Intangible Assets | ' | |||||||||
GOODWILL AND INTANGIBLE ASSETS | ||||||||||
The change in the carrying amount of goodwill by reporting unit for the nine months ended September 30, 2014 was as follows (in thousands). The goodwill was allocated to the reporting units based on a percentage of revenue. | ||||||||||
U.S. Medical | International Medical | Total | ||||||||
Balance as of December 31, 2013 | $ | 8,165 | $ | 6,681 | $ | 14,846 | ||||
Additional goodwill related to AngioScore acquisition (Note 2) | 118,658 | 14,666 | 133,324 | |||||||
Balance as of September 30, 2014 | $ | 126,823 | $ | 21,347 | $ | 148,170 | ||||
Acquired intangible assets consisted of the following (in thousands): | ||||||||||
September 30, 2014 | December 31, 2013 | |||||||||
Acquired as part of AngioScore acquisition (Note 2): | ||||||||||
Technology | $ | 73,510 | $ | — | ||||||
IPR&D | 3,750 | — | ||||||||
Customer relationships | 23,320 | — | ||||||||
Distributor relationships | 1,940 | — | ||||||||
Trademark and trade names | 4,380 | — | ||||||||
Non-compete agreements | 580 | — | ||||||||
Acquired as part of Upstream acquisition (1) | ||||||||||
Technology | 2,172 | 6,310 | ||||||||
Non-compete agreement | 200 | 200 | ||||||||
Patents | 530 | 530 | ||||||||
Less: accumulated amortization | (4,759 | ) | (1,431 | ) | ||||||
$ | 105,623 | $ | 5,609 | |||||||
___________________ | ||||||||||
-1 | In January 2013, the Company acquired certain product lines from Upstream Peripheral Technologies, Ltd. (“Upstream”). As part of the acquisition, the Company acquired core technology intangible assets and an intangible asset related to non-compete agreements. | |||||||||
See further discussion of the additional goodwill and intangible assets acquired as part of the AngioScore acquisition during the nine months ended September 30, 2014 in Note 2, “Business Combination.” | ||||||||||
As a result of market factors associated with the access and overall retrograde interventional market and other relevant factors, the Company evaluated the intangible assets acquired as part of the Upstream acquisition for impairment as of September 30, 2014. This analysis resulted in an intangible asset impairment charge of approximately $4.1 million, reflected in the condensed consolidated statements of operations under the caption, “Intangible asset impairment.” The Company performed a separate impairment analysis for each of the two product technologies acquired from Upstream, which have separately identifiable cash flows. The Company compared the carrying value of the intangible assets acquired to the undiscounted cash flows expected to result from the assets and determined that the carrying amount of both of the acquired core technology assets were not fully recoverable. The Company then determined the fair value of the intangible assets based on estimated future cash flows discounted back to their present value using a discount rate (27%) that reflects the risk profiles of the underlying activities. In conjunction with this analysis, the Company reduced the amount of the contingent consideration liability for the Upstream products by approximately $1.1 million, reflected in the condensed consolidated statements of operations and comprehensive income (loss) under the caption, “Change in fair value of contingent consideration liability.” This reduction was the result of the Company’s determination that it expects to realize lower revenue from sales of the Upstream products than was previously anticipated and make correspondingly lower revenue-related contingent payments. | ||||||||||
The Company evaluates goodwill and other intangible assets for impairment at least annually and whenever events or circumstances indicate the carrying amount of the asset may not be recoverable. There have been no events or circumstances since the last analysis as of December 31, 2013 to indicate that the amount of goodwill may not be recoverable. |
StockBased_Compensation_Notes
Stock-Based Compensation (Notes) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||
Stock-Based Compensation | ' | ||||||||||||
STOCK-BASED COMPENSATION | |||||||||||||
The Company maintains equity plans that provide for the grant of incentive stock options, nonqualified stock options, restricted stock awards, restricted stock units, and stock appreciation rights. The plans provide that stock options may be granted with exercise prices not less than the fair value at the date of grant. Options granted through September 30, 2014 generally vest over four years and expire ten years from the date of grant. Restricted stock awards granted to non-employee members of the Board of Directors vest over one year. Restricted stock units granted to certain officers of the Company vest over four years. In June 2014, the Company’s stockholders approved an amendment to the Company’s 2006 Incentive Award Plan that increased the number of shares available for future issuance by 2.9 million shares. At September 30, 2014, there were 3.5 million shares available for future issuance under the Company’s equity plans. | |||||||||||||
In June 2014, the Compensation Committee of the Board of Directors approved a grant of performance stock units (“PSUs”) to certain of the Company’s officers. PSUs vest based on achieving specified performance measurements over a three-year “cliff” performance period plus an additional year “cliff” time vesting. The PSUs have target payout opportunities of between 0% and 250%. The performance measurements include a compounded annual growth rate for revenue over a three-year period and Adjusted EBITDA for the year ended December 31, 2016. | |||||||||||||
Valuation and Expense Information | |||||||||||||
The Company recognized stock-based compensation expense of $2.5 million and $1.2 million for the three months ended September 30, 2014 and 2013, respectively, and $5.2 million and $2.8 million for the nine months ended September 30, 2014 and 2013, respectively. This expense consisted of compensation expense related to (1) employee stock options based on the value of share-based payment awards, (2) restricted stock awards issued to the Company’s directors, (3) restricted stock units and performance stock units issued to certain of the Company’s officers, and (4) the estimated fair value of shares expected to be issued under the Company’s employee stock purchase plan. Stock-based compensation expense is recognized based on awards ultimately expected to vest and is reduced for estimated forfeitures. The Company recognizes compensation expense for these awards on a straight-line basis over the service period. | |||||||||||||
With respect to the PSUs, the number of shares that vest and are issued to the recipient is based upon the Company’s performance as measured against the specified targets over a three-year period as determined by the Compensation Committee of the Board of Directors. Although there is no guarantee that performance targets will be achieved, the Company estimates the fair value of the PSUs based on its closing stock price at the time of grant at target performance. Over the performance period, the number of shares of common stock that will ultimately vest and be issued and the related compensation expense is adjusted based upon the Company’s estimate of achieving such performance targets. The number of shares delivered to recipients and the related compensation cost recognized as an expense will be based on the actual performance metrics as set forth in the applicable PSU award agreement. | |||||||||||||
For all options not subject to a market condition, the fair value of each share option award is estimated on the date of grant using the Black-Scholes pricing model based on assumptions noted in the following table. The Company’s employee stock options have various restrictions, including vesting provisions and restrictions on transfers, hedging and pledging, among others, and are often exercised prior to their contractual expiration. Expected volatilities used in the fair value estimate are based on the historical volatility of the Company’s common stock. The Company uses historical data to estimate share option exercises, expected term and employee departure behavior used in the Black-Scholes pricing model. The risk-free rate for periods within the contractual term of the share option is based on the U.S. Treasury yield in effect at the time of grant. The following is a summary of the assumptions used for the stock options granted during the three and nine months ended September 30, 2014 and 2013, respectively, using the Black-Scholes pricing model: | |||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||
September 30, | September 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Expected life (years) | 5.76 | 5.84 | 5.76 | 5.84 | |||||||||
Risk-free interest rate | 1.7 | % | 1.39 | % | 1.65 | % | 1.35 | % | |||||
Expected volatility | 55.86 | % | 65.54 | % | 61.51 | % | 65.55 | % | |||||
Expected dividend yield | — | — | — | — | |||||||||
The weighted average grant date fair value of options granted during the three months ended September 30, 2014 and 2013 was $13.45 and $10.68, respectively, and during the nine months ended September 30, 2014 and 2013 was $13.59 and $10.65, respectively. | |||||||||||||
The following table summarizes stock option activity during the nine months ended September 30, 2014: | |||||||||||||
Shares | Weighted | Weighted Avg. | Aggregate Intrinsic | ||||||||||
Average | Remaining | Value | |||||||||||
Exercise Price | Contractual Term | ||||||||||||
(In Years) | |||||||||||||
Options outstanding at January 1, 2014 | 3,153,234 | $ | 9.72 | ||||||||||
Granted | 319,685 | 24.24 | |||||||||||
Exercised | (514,610 | ) | 6.5 | ||||||||||
Canceled | (66,387 | ) | 13.72 | ||||||||||
Options outstanding at September 30, 2014 | 2,891,922 | $ | 11.81 | 7.06 | $ | 42,693,126 | |||||||
Options exercisable at September 30, 2014 | 1,635,330 | $ | 8.13 | 5.91 | $ | 30,157,746 | |||||||
The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on the Company’s closing stock price of $26.57 as of September 30, 2014, which would have been received by the option holders had all option holders exercised their options as of that date. In-the-money options exercisable as of September 30, 2014 totaled approximately 1.6 million, as all options exercisable were in the money as of that date. The total intrinsic value of options exercised was $10.8 million and $5.7 million during the nine months ended September 30, 2014 and 2013, respectively. | |||||||||||||
The following table summarizes restricted stock award activity during the nine months ended September 30, 2014: | |||||||||||||
Shares | Weighted Average Grant Date Fair Value | ||||||||||||
Restricted stock awards outstanding at January 1, 2014 | 22,190 | $ | 18.93 | ||||||||||
Awarded | 26,802 | 22.39 | |||||||||||
Vested/Released | (22,190 | ) | 18.93 | ||||||||||
Restricted stock awards outstanding at September 30, 2014 | 26,802 | $ | 22.39 | ||||||||||
The following table summarizes restricted stock unit activity during the nine months ended September 30, 2014: | |||||||||||||
Shares | Weighted | Weighted Avg. | Aggregate Intrinsic | ||||||||||
Average | Remaining | Value | |||||||||||
Purchase Price | Contractual Term | ||||||||||||
(In Years) | |||||||||||||
Restricted stock units outstanding at January 1, 2014 | 158,622 | $ | — | ||||||||||
Awarded | 89,458 | — | |||||||||||
Vested/Released | (58,824 | ) | — | ||||||||||
Forfeited | (11,113 | ) | — | ||||||||||
Restricted stock units outstanding at September 30, 2014 | 178,143 | $ | — | 1.74 | $ | 4,733,260 | |||||||
The following table summarizes PSU activity during the nine months ended September 30, 2014: | |||||||||||||
Shares | Weighted Average Grant Date Fair Value | ||||||||||||
Performance stock units outstanding at January 1, 2014 | — | $ | — | ||||||||||
Awarded (at target performance) | 500,985 | 23.43 | |||||||||||
Vested/Released | — | — | |||||||||||
Performance stock units outstanding at September 30, 2014 | 500,985 | $ | 23.43 | ||||||||||
As of September 30, 2014, there was $22.6 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the Company’s equity plans, assuming at-target performance for the PSUs. Assuming the minimum of 0% and maximum of 250% payout opportunities for the PSUs, the range of total unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the Company’s equity plans was between $11.6 million and $39.0 million as of September 30, 2014. This expense is based on an assumed future forfeiture rate of approximately 12.50% per year for Company employees and is expected to be recognized over a weighted-average period of approximately 3.1 years. | |||||||||||||
Employee Stock Purchase Plan | |||||||||||||
In June 2010, the Company’s stockholders approved The Spectranetics Corporation 2010 Employee Stock Purchase Plan (“ESPP”). The ESPP, as amended in 2012, provides for the sale of up to 700,000 shares of common stock to eligible employees, limited to the lesser of 2,500 shares per employee per six-month period or a fair market value of $25,000 per employee per calendar year. Stock purchased under the ESPP is restricted from sale for one year following the date of purchase. Stock can be purchased from amounts accumulated through payroll deductions during each six-month period. The purchase price is equal to 85% of the lower of the fair market value of the Company’s common stock at the beginning or end of the respective six-month offering period. This discount does not exceed the maximum discount rate permitted for plans of this type under Section 423 of the Internal Revenue Code of 1986, as amended. The ESPP is compensatory for financial reporting purposes. At September 30, 2014, there were approximately 200,000 shares available for future issuance under this plan. | |||||||||||||
The fair value of the offerings under the ESPP is determined on the first day of the semi-annual purchase period using the Black-Scholes option-pricing model. The expected term of six months was based upon the offering period of the ESPP. Expected volatility was determined based on the historical volatility from daily share price observations for the Company’s stock covering a period commensurate with the expected term of the ESPP. The risk-free interest rate was based on the six-month U.S. Treasury daily yield rate. The expected dividend yield was based on the Company’s historical practice of electing not to pay dividends to its stockholders. For the three months ended September 30, 2014 and 2013, the Company recognized $299,264 and $111,000, respectively, and for the nine months ended September 30, 2014 and 2013, the Company recognized $565,388 and $307,000, respectively, of compensation expense related to the ESPP. |
Net_Loss_Per_Share_Notes
Net Loss Per Share (Notes) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Net Loss Per Share | ' | |||||||||||||||
NET (LOSS) INCOME PER SHARE | ||||||||||||||||
Basic net (loss) income per share is computed by dividing net (loss) income by the weighted average number of common shares outstanding (excluding restricted shares). Shares issued during the period and shares reacquired during the period are weighted for the portion of the period they were outstanding. Diluted net (loss) income per share is computed in a manner consistent with that of basic net (loss) income per share while giving effect to all potentially dilutive common shares outstanding during the period, which include the assumed exercise of stock options and the assumed vesting of restricted stock using the treasury stock method, and the assumed conversion of shares under the Notes using the “if-converted” method. | ||||||||||||||||
Options to purchase common stock, the vesting of restricted stock, and shares issuable upon conversion of the Notes are considered to be potentially dilutive common shares but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive for three and nine months ended September 30, 2014 and the nine months ended September 30, 2013 as a result of the net losses incurred for those periods. Therefore, diluted net loss per share was the same as basic net loss per share for the three and nine months ended September 30, 2014 and the nine months ended September 30, 2013. As a result, stock options and restricted stock outstanding representing 2.6 million and 1.9 million shares as of September 30, 2014 and September 30, 2013, respectively, were excluded from the computation of diluted net income per share because their inclusion would have been anti-dilutive. In addition, 7.3 million shares issuable upon the conversion of the Notes were excluded from the computation of diluted net loss per share as of September 30, 2014 because their inclusion would have also been anti-dilutive. | ||||||||||||||||
For the three months ended September 30, 2013, a weighted average of 0.6 million shares underlying stock options were excluded from the computation of diluted net income per share because their inclusion would have been anti-dilutive. | ||||||||||||||||
A summary of the net loss per share calculation is shown below for the periods indicated (in thousands, except share and per share amounts): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net (loss) income | $ | (13,944 | ) | $ | 434 | $ | (26,170 | ) | $ | (1,253 | ) | |||||
Common shares outstanding: | ||||||||||||||||
Historical common shares outstanding at beginning of period | 41,668,488 | 40,719,581 | 41,208,096 | 34,839,131 | ||||||||||||
Weighted average common shares issued | 153,103 | 117,610 | 386,572 | 3,370,967 | ||||||||||||
Weighted average common shares outstanding — basic | 41,821,591 | 40,837,191 | 41,594,668 | 38,210,098 | ||||||||||||
Effect of dilution — stock options | — | 1,538,990 | — | — | ||||||||||||
Weighted average common shares outstanding — diluted | 41,821,591 | 42,376,181 | 41,594,668 | 38,210,098 | ||||||||||||
Net (loss) income per share — basic and diluted | $ | (0.33 | ) | $ | 0.01 | $ | (0.63 | ) | $ | (0.03 | ) | |||||
Segment_Reporting_Notes
Segment Reporting (Notes) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Reporting | ' | |||||||||||||||
SEGMENT REPORTING | ||||||||||||||||
The Company operates in one line of business consisting of developing, manufacturing, marketing, and distributing fiber-optic and non-fiber-optic disposable products and a proprietary excimer laser system to treat certain vascular and coronary conditions. | ||||||||||||||||
Within this line of business, the Company has identified two geographic operating segments: (1) U.S. Medical and (2) International Medical. U.S. Medical and International Medical offer the same products and services but operate in different geographic regions, have different distribution networks, and different regulatory environments. The Company aggregates its two product lines, Vascular Intervention and Lead Management, based on their similar economic, operational, and regulatory characteristics. The Company is currently evaluating the impact of the AngioScore acquisition on its reportable operating segments. | ||||||||||||||||
Additional information regarding each operating segment is discussed below. | ||||||||||||||||
U. S. Medical | ||||||||||||||||
This segment includes customers in the United States and Canada. Products offered by this segment include single-use medical devices used in minimally invasive procedures within the cardiovascular system, including fiber-optic devices and non-fiber-optic products (disposables), an excimer laser system (equipment), and the service of the excimer laser system (service). The Company is subject to product approvals from the U.S. Food and Drug Administration (“FDA”) and Health Canada. The Company’s products are used in multiple vascular procedures, including peripheral atherectomy, crossing arterial blockages, coronary atherectomy and thrombectomy, and the removal of cardiac lead wires from patients with pacemakers and cardiac defibrillators. | ||||||||||||||||
U.S. Medical is also corporate headquarters for the Company. All manufacturing, research and development, and corporate administrative functions are performed within this operating segment. For the nine months ended September 30, 2014 and 2013, a portion of research, development and other technology expenses, and general and administrative expenses incurred in the U.S. has been allocated to International Medical based on a percentage of revenue because these expenses support the Company’s ability to generate revenue within the International Medical segment. | ||||||||||||||||
Manufacturing activities are performed entirely within the U.S. Medical segment. Revenue associated with intersegment product transfers to International Medical was $2.4 million and $1.7 million for the three months ended September 30, 2014 and 2013, respectively, and $6.5 million and $5.5 million for the nine months ended September 30, 2014 and 2013, respectively. Revenue is based upon transfer prices, which provide for intersegment profit eliminated upon consolidation. | ||||||||||||||||
International Medical | ||||||||||||||||
The International Medical segment has its headquarters in the Netherlands, and serves Europe, the Middle East, Asia Pacific, Latin America, and Puerto Rico. Products offered by this segment are substantially the same as those offered by U.S. Medical. The Company is subject to product approvals from various international regulatory bodies. The International Medical segment is engaged primarily in distribution activities, with no manufacturing or product development functions. Certain U.S.-incurred research, development and other technology expenses, and general and administrative expenses have been allocated to International Medical based on a percentage of revenue because these expenses support the Company’s ability to generate revenue within the International Medical segment. | ||||||||||||||||
Summary financial information relating to operating segment operations is shown below. Intersegment transfers as well as intercompany assets and liabilities are excluded from the information provided (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenue: | ||||||||||||||||
U.S. Medical: | ||||||||||||||||
Disposable products | $ | 45,584 | $ | 29,212 | $ | 105,910 | $ | 84,400 | ||||||||
Service and other, net of allowance for sales returns | 2,256 | 2,397 | 6,823 | 7,429 | ||||||||||||
Equipment sales and rentals | 623 | 923 | 2,356 | 3,804 | ||||||||||||
Subtotal | 48,463 | 32,532 | 115,089 | 95,633 | ||||||||||||
International Medical: | ||||||||||||||||
Disposable products | 8,561 | 5,819 | 21,337 | 16,878 | ||||||||||||
Service and other, net of allowance for sales returns | 506 | 454 | 1,580 | 1,188 | ||||||||||||
Equipment sales and rentals | 1,256 | 958 | 3,949 | 3,192 | ||||||||||||
Subtotal | 10,323 | 7,231 | 26,866 | 21,258 | ||||||||||||
Total revenue | $ | 58,786 | $ | 39,763 | $ | 141,955 | $ | 116,891 | ||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Segment operating (loss) income: | ||||||||||||||||
U.S. Medical | $ | (12,937 | ) | $ | (26 | ) | $ | (24,524 | ) | $ | (2,572 | ) | ||||
International Medical | 1,104 | 832 | 1,344 | 1,195 | ||||||||||||
Total operating (loss) income | $ | (11,833 | ) | $ | 806 | $ | (23,180 | ) | $ | (1,377 | ) | |||||
As of September 30, 2014 | As of December 31, 2013 | |||||||||||||||
Segment assets: | ||||||||||||||||
U.S. Medical | $ | 435,079 | $ | 198,639 | ||||||||||||
International Medical | 34,261 | 18,518 | ||||||||||||||
Total assets | $ | 469,340 | $ | 217,157 | ||||||||||||
For the nine months ended September 30, 2014 and 2013, no individual customer represented 10% or more of consolidated revenue. No individual countries, other than the United States, represented at least 10% of consolidated revenue for the nine months ended September 30, 2014 or 2013. | ||||||||||||||||
Revenue by Product Line | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Revenue | ||||||||||||||||
Disposable products revenue: | ||||||||||||||||
Vascular intervention | $ | 36,576 | $ | 18,956 | $ | 79,093 | $ | 55,046 | ||||||||
Lead management | 17,569 | 16,075 | 48,153 | 46,232 | ||||||||||||
Total disposable products revenue | 54,145 | 35,031 | 127,246 | 101,278 | ||||||||||||
Service and other, net of allowance for sales returns | 2,763 | 2,851 | 8,404 | 8,617 | ||||||||||||
Equipment sales and rentals | 1,878 | 1,881 | 6,305 | 6,996 | ||||||||||||
Total revenue | $ | 58,786 | $ | 39,763 | $ | 141,955 | $ | 116,891 | ||||||||
Income_Taxes_Notes
Income Taxes (Notes) | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
INCOME TAXES | |
The Company maintains a valuation allowance against a portion of its deferred tax assets that it does not consider to meet the more-likely-than-not criteria for recognition. Given its continuing tax losses, the Company does not expect to incur current U.S. federal tax expense or benefit against its pretax income during the year ending December 31, 2014. The Company does, however, expect to incur current state and foreign tax expense during 2014. In addition, the Company expects to incur deferred U.S. federal and state tax expense in 2014, primarily representing a deferred tax liability related to the difference between tax and book accounting for the portion of its goodwill that is tax-deductible, which is amortized over 15 years for tax purposes but not amortized for book purposes. | |
The Company’s ability to realize the benefit of its deferred tax assets in future periods will depend on the generation of future taxable income and tax planning strategies. Due to the Company’s history of losses and its planned near-term investments in its growth, the Company has recorded a valuation allowance against substantially all of its deferred tax assets that are in excess of its deferred tax liabilities. The Company does not expect to reduce the valuation allowance against its deferred tax assets until it has a sufficient historical trend of taxable income and can predict future income with a higher degree of certainty. |
Commitments_and_Contingencies_
Commitments and Contingencies (Notes) | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
COMMITMENTS AND CONTINGENCIES | |
Litigation | |
The Company is from time to time subject to, and is presently involved in, various pending or threatened legal actions and proceedings, including those that arise in the ordinary course of its business. Such matters are subject to many uncertainties and to outcomes the financial impacts of which are not predictable with assurance and that may not be known for extended periods of time. The Company records a liability in its consolidated financial statements for costs related to claims, settlements, and judgments where management has assessed that a loss is probable and an amount can be reasonably estimated. The Company’s significant legal proceedings are discussed below. The costs associated with such proceedings or other legal proceedings that may be commenced could have a material adverse effect on the Company’s future consolidated results of operations, financial position, or cash flows. | |
Trireme | |
In July 2012, AngioScore sued Trireme Medical, Inc. (“Trireme”), Eitan Konstantino, Quattro Vascular Pte, Ltd., and QT Vascular Ltd., in the U.S. District Court for the Northern District of California, alleging patent infringement. In this action, AngioScore seeks injunctive relief and damages. The defendants filed counterclaims against AngioScore for unfair competition, interference with business relationships, false advertising, and defamation, and effective August 25, 2014, the defendants dropped their counterclaims. In June 2014, AngioScore moved to amend its complaint (i) to allege that Trireme’s Chief Executive Officer, Eitan Konstantino, who is a former founder, officer, and member of the board of directors of AngioScore, breached his fiduciary duties to AngioScore by developing the Chocolate balloon catheter while he served as a member of the AngioScore board of directors, and (ii) to add claims against the other defendants for aiding and abetting that breach. The case is scheduled for trial in April 2015. | |
On June 25, 2014, Trireme sued AngioScore in the U.S. District Court for the Northern District of California seeking to change the inventorship of certain patents owned by AngioScore. Trireme alleges that an Israeli physician, Chaim Lotan, should be named as an inventor on three patents owned by AngioScore. Dr. Lotan allegedly assigned the rights he may have had in the three patents to Trireme. The Company intends to vigorously defend against Trireme’s claims. | |
Konstantino | |
On May 15, 2014, AngioScore sued Eitan Konstantino in state court in California seeking a declaratory judgment that AngioScore owes no indemnification obligations to Mr. Konstantino under his indemnification agreement with AngioScore resulting from AngioScore’s claim that Mr. Konstantino breached his fiduciary duties to AngioScore while serving as a member of the AngioScore board of directors. The parties are in the early pleading stages and discovery has not begun. | |
In response to AngioScore’s suit in California state court, Mr. Konstantino sued AngioScore on May 21, 2014 in the Delaware Court of Chancery seeking a ruling that, under the indemnification agreement between Mr. Konstantino and AngioScore, AngioScore must advance Mr. Konstantino’s attorneys fees related to the breach of fiduciary duty claims asserted by AngioScore and indemnify Mr. Konstantino in the event he is found liable for breaching his fiduciary duties. AngioScore filed a crossclaim adding Trireme and QT Vascular to the case, asserting that the defendant companies must contribute to any fees that AngioScore must pay to Mr. Konstantino due to his service on the board of directors of the defendant companies. The Chancery Court heard arguments on August 6, 2014. Following such arguments, the court ruled that the Company must advance Mr. Konstantino’s attorneys fees related to the breach of fiduciary duty claims asserted by AngioScore. The Company intends to continue to vigorously defend against Mr. Konstantino’s claims. | |
The Company cannot at this time determine the likelihood of any outcome and has no amounts accrued for these matters. | |
Other | |
The Company is involved in other legal proceedings in the normal course of business and does not expect them to have a material adverse effect on its business. |
Business_Combination_Tables
Business Combination (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Schedule of Business Acquisitions, by Acquisition | ' | |||||||||||||||
The components of the aggregate preliminary purchase price for the acquisition were as follows (in thousands): | ||||||||||||||||
Cash, including working capital adjustment | $ | 233,978 | ||||||||||||||
Fair value of contingent consideration | 25,886 | |||||||||||||||
Total purchase price | $ | 259,864 | ||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | |||||||||||||||
The following table summarizes the preliminary allocation of assets acquired and liabilities assumed as of the Acquisition Date (in thousands): | ||||||||||||||||
Allocation of purchase price | Amortization period (in years) | |||||||||||||||
Accounts receivable | $ | 8,461 | ||||||||||||||
Inventories | 14,294 | |||||||||||||||
Prepaids and other current assets | 411 | |||||||||||||||
Property and equipment, net | 712 | |||||||||||||||
Other long term assets | 30 | |||||||||||||||
Total tangible assets acquired | 23,908 | |||||||||||||||
Less: liabilities assumed | 4,848 | |||||||||||||||
Net tangible assets less liabilities | $ | 19,060 | ||||||||||||||
Intangible assets: | ||||||||||||||||
Technology | 73,510 | 10 | ||||||||||||||
In-process research and development (“IPR&D”) | 3,750 | |||||||||||||||
Customer relationships | 23,320 | 10 | ||||||||||||||
Distributor relationships | 1,940 | 2 | ||||||||||||||
Trademark and trade names | 4,380 | 6 | ||||||||||||||
Non-compete agreements | 580 | 2 | ||||||||||||||
Goodwill | 133,324 | |||||||||||||||
Total purchase price | $ | 259,864 | ||||||||||||||
Business Acquisition, Pro Forma Information | ' | |||||||||||||||
The pro forma information does not include any adjustment for potential revenue enhancements, cost synergies or other operating efficiencies that could result from the acquisition. | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Revenue | $ | 58,786 | $ | 53,305 | $ | 172,359 | $ | 157,233 | ||||||||
Net loss | (12,930 | ) | (6,490 | ) | (35,094 | ) | (21,799 | ) | ||||||||
Net loss per share | $ | (0.31 | ) | $ | (0.16 | ) | $ | (0.84 | ) | $ | (0.57 | ) |
Composition_of_Certain_Financi1
Composition of Certain Financial Statement Items (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Balance Sheet Related Disclosures [Abstract] | ' | |||||||
Schedule of Inventory, Current | ' | |||||||
Inventories, net, consisted of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Raw materials | $ | 8,006 | $ | 4,132 | ||||
Work in process | 3,991 | 1,696 | ||||||
Finished goods | 14,491 | 3,648 | ||||||
$ | 26,488 | $ | 9,476 | |||||
Property, Plant and Equipment | ' | |||||||
Property and equipment, net, consisted of the following (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Equipment held for rental or loan | $ | 45,442 | $ | 42,949 | ||||
Manufacturing equipment and computers | 29,020 | 24,827 | ||||||
Leasehold improvements | 6,130 | 5,697 | ||||||
Furniture and fixtures | 3,231 | 2,446 | ||||||
Building and improvements | 1,276 | 1,276 | ||||||
Land | 270 | 270 | ||||||
Less: accumulated depreciation and amortization | (52,934 | ) | (49,184 | ) | ||||
$ | 32,435 | $ | 28,281 | |||||
Schedule of Accrued Liabilities | ' | |||||||
Accrued liabilities consisted of the following (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Accrued payroll and employee-related expenses | $ | 14,849 | $ | 11,808 | ||||
Accrued legal costs | 2,505 | 134 | ||||||
Accrued interest on convertible notes | 1,962 | — | ||||||
Accrued clinical study expense | 1,211 | 872 | ||||||
Deferred rent | 1,194 | 1,204 | ||||||
Accrued sales, income, and excise taxes | 1,170 | 1,659 | ||||||
Accrued royalties | 755 | 571 | ||||||
Contingent consideration, current portion | — | 500 | ||||||
Other accrued expenses | 4,629 | 3,286 | ||||||
Less: long-term portion | (1,195 | ) | (1,215 | ) | ||||
Accrued liabilities: current portion | $ | 27,080 | $ | 18,819 | ||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||
Schedule of Goodwill | ' | |||||||||
The change in the carrying amount of goodwill by reporting unit for the nine months ended September 30, 2014 was as follows (in thousands). The goodwill was allocated to the reporting units based on a percentage of revenue. | ||||||||||
U.S. Medical | International Medical | Total | ||||||||
Balance as of December 31, 2013 | $ | 8,165 | $ | 6,681 | $ | 14,846 | ||||
Additional goodwill related to AngioScore acquisition (Note 2) | 118,658 | 14,666 | 133,324 | |||||||
Balance as of September 30, 2014 | $ | 126,823 | $ | 21,347 | $ | 148,170 | ||||
Schedule of Acquired Intangible Assets | ' | |||||||||
Acquired intangible assets consisted of the following (in thousands): | ||||||||||
September 30, 2014 | December 31, 2013 | |||||||||
Acquired as part of AngioScore acquisition (Note 2): | ||||||||||
Technology | $ | 73,510 | $ | — | ||||||
IPR&D | 3,750 | — | ||||||||
Customer relationships | 23,320 | — | ||||||||
Distributor relationships | 1,940 | — | ||||||||
Trademark and trade names | 4,380 | — | ||||||||
Non-compete agreements | 580 | — | ||||||||
Acquired as part of Upstream acquisition (1) | ||||||||||
Technology | 2,172 | 6,310 | ||||||||
Non-compete agreement | 200 | 200 | ||||||||
Patents | 530 | 530 | ||||||||
Less: accumulated amortization | (4,759 | ) | (1,431 | ) | ||||||
$ | 105,623 | $ | 5,609 | |||||||
___________________ | ||||||||||
-1 | In January 2013, the Company acquired certain product lines from Upstream Peripheral Technologies, Ltd. (“Upstream”). As part of the acquisition, the Company acquired core technology intangible assets and an intangible asset related to non-compete agreements. |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | ' | ||||||||||||
The following is a summary of the assumptions used for the stock options granted during the three and nine months ended September 30, 2014 and 2013, respectively, using the Black-Scholes pricing model: | |||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||
September 30, | September 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Expected life (years) | 5.76 | 5.84 | 5.76 | 5.84 | |||||||||
Risk-free interest rate | 1.7 | % | 1.39 | % | 1.65 | % | 1.35 | % | |||||
Expected volatility | 55.86 | % | 65.54 | % | 61.51 | % | 65.55 | % | |||||
Expected dividend yield | — | — | — | — | |||||||||
Schedule of Share-based Compensation, Stock Options, Activity | ' | ||||||||||||
The following table summarizes stock option activity during the nine months ended September 30, 2014: | |||||||||||||
Shares | Weighted | Weighted Avg. | Aggregate Intrinsic | ||||||||||
Average | Remaining | Value | |||||||||||
Exercise Price | Contractual Term | ||||||||||||
(In Years) | |||||||||||||
Options outstanding at January 1, 2014 | 3,153,234 | $ | 9.72 | ||||||||||
Granted | 319,685 | 24.24 | |||||||||||
Exercised | (514,610 | ) | 6.5 | ||||||||||
Canceled | (66,387 | ) | 13.72 | ||||||||||
Options outstanding at September 30, 2014 | 2,891,922 | $ | 11.81 | 7.06 | $ | 42,693,126 | |||||||
Options exercisable at September 30, 2014 | 1,635,330 | $ | 8.13 | 5.91 | $ | 30,157,746 | |||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | ' | ||||||||||||
The following table summarizes restricted stock award activity during the nine months ended September 30, 2014: | |||||||||||||
Shares | Weighted Average Grant Date Fair Value | ||||||||||||
Restricted stock awards outstanding at January 1, 2014 | 22,190 | $ | 18.93 | ||||||||||
Awarded | 26,802 | 22.39 | |||||||||||
Vested/Released | (22,190 | ) | 18.93 | ||||||||||
Restricted stock awards outstanding at September 30, 2014 | 26,802 | $ | 22.39 | ||||||||||
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | ' | ||||||||||||
The following table summarizes restricted stock unit activity during the nine months ended September 30, 2014: | |||||||||||||
Shares | Weighted | Weighted Avg. | Aggregate Intrinsic | ||||||||||
Average | Remaining | Value | |||||||||||
Purchase Price | Contractual Term | ||||||||||||
(In Years) | |||||||||||||
Restricted stock units outstanding at January 1, 2014 | 158,622 | $ | — | ||||||||||
Awarded | 89,458 | — | |||||||||||
Vested/Released | (58,824 | ) | — | ||||||||||
Forfeited | (11,113 | ) | — | ||||||||||
Restricted stock units outstanding at September 30, 2014 | 178,143 | $ | — | 1.74 | $ | 4,733,260 | |||||||
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Performance-Based Units, Vested and Expected to Vest | ' | ||||||||||||
The following table summarizes PSU activity during the nine months ended September 30, 2014: | |||||||||||||
Shares | Weighted Average Grant Date Fair Value | ||||||||||||
Performance stock units outstanding at January 1, 2014 | — | $ | — | ||||||||||
Awarded (at target performance) | 500,985 | 23.43 | |||||||||||
Vested/Released | — | — | |||||||||||
Performance stock units outstanding at September 30, 2014 | 500,985 | $ | 23.43 | ||||||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | ' | |||||||||||||||
A summary of the net loss per share calculation is shown below for the periods indicated (in thousands, except share and per share amounts): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net (loss) income | $ | (13,944 | ) | $ | 434 | $ | (26,170 | ) | $ | (1,253 | ) | |||||
Common shares outstanding: | ||||||||||||||||
Historical common shares outstanding at beginning of period | 41,668,488 | 40,719,581 | 41,208,096 | 34,839,131 | ||||||||||||
Weighted average common shares issued | 153,103 | 117,610 | 386,572 | 3,370,967 | ||||||||||||
Weighted average common shares outstanding — basic | 41,821,591 | 40,837,191 | 41,594,668 | 38,210,098 | ||||||||||||
Effect of dilution — stock options | — | 1,538,990 | — | — | ||||||||||||
Weighted average common shares outstanding — diluted | 41,821,591 | 42,376,181 | 41,594,668 | 38,210,098 | ||||||||||||
Net (loss) income per share — basic and diluted | $ | (0.33 | ) | $ | 0.01 | $ | (0.63 | ) | $ | (0.03 | ) | |||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of Revenue by Reporting Segments | ' | |||||||||||||||
Summary financial information relating to operating segment operations is shown below. Intersegment transfers as well as intercompany assets and liabilities are excluded from the information provided (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenue: | ||||||||||||||||
U.S. Medical: | ||||||||||||||||
Disposable products | $ | 45,584 | $ | 29,212 | $ | 105,910 | $ | 84,400 | ||||||||
Service and other, net of allowance for sales returns | 2,256 | 2,397 | 6,823 | 7,429 | ||||||||||||
Equipment sales and rentals | 623 | 923 | 2,356 | 3,804 | ||||||||||||
Subtotal | 48,463 | 32,532 | 115,089 | 95,633 | ||||||||||||
International Medical: | ||||||||||||||||
Disposable products | 8,561 | 5,819 | 21,337 | 16,878 | ||||||||||||
Service and other, net of allowance for sales returns | 506 | 454 | 1,580 | 1,188 | ||||||||||||
Equipment sales and rentals | 1,256 | 958 | 3,949 | 3,192 | ||||||||||||
Subtotal | 10,323 | 7,231 | 26,866 | 21,258 | ||||||||||||
Total revenue | $ | 58,786 | $ | 39,763 | $ | 141,955 | $ | 116,891 | ||||||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | ' | |||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Segment operating (loss) income: | ||||||||||||||||
U.S. Medical | $ | (12,937 | ) | $ | (26 | ) | $ | (24,524 | ) | $ | (2,572 | ) | ||||
International Medical | 1,104 | 832 | 1,344 | 1,195 | ||||||||||||
Total operating (loss) income | $ | (11,833 | ) | $ | 806 | $ | (23,180 | ) | $ | (1,377 | ) | |||||
Reconciliation of Assets from Segment to Consolidated | ' | |||||||||||||||
As of September 30, 2014 | As of December 31, 2013 | |||||||||||||||
Segment assets: | ||||||||||||||||
U.S. Medical | $ | 435,079 | $ | 198,639 | ||||||||||||
International Medical | 34,261 | 18,518 | ||||||||||||||
Total assets | $ | 469,340 | $ | 217,157 | ||||||||||||
Revenue from External Customers by Products and Services | ' | |||||||||||||||
Revenue by Product Line | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Revenue | ||||||||||||||||
Disposable products revenue: | ||||||||||||||||
Vascular intervention | $ | 36,576 | $ | 18,956 | $ | 79,093 | $ | 55,046 | ||||||||
Lead management | 17,569 | 16,075 | 48,153 | 46,232 | ||||||||||||
Total disposable products revenue | 54,145 | 35,031 | 127,246 | 101,278 | ||||||||||||
Service and other, net of allowance for sales returns | 2,763 | 2,851 | 8,404 | 8,617 | ||||||||||||
Equipment sales and rentals | 1,878 | 1,881 | 6,305 | 6,996 | ||||||||||||
Total revenue | $ | 58,786 | $ | 39,763 | $ | 141,955 | $ | 116,891 | ||||||||
Business_Combination_Narrative
Business Combination (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | ||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 03, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Minimum | Maximum | Convertible Debt | AngioScore | AngioScore | AngioScore | AngioScore | AngioScore | AngioScore | AngioScore | AngioScore | AngioScore | ||||||
Domestic Tax Authority | State Tax Authority | Convertible Debt | Revenue Milestone | European CE Mark Approval for Coronary Arteries | European CE Mark Approval for Peripheral Arteries | US Investigational Device Exemption | |||||||||||
Senior Convertible Notes | |||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash payments to acquire business | ' | ' | ' | ' | ' | ' | ' | ' | $230,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Sales ratio multiple | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' |
Sales ratio multiple, threshold | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration arrangements, high end of potential range | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | 5,000,000 | 5,000,000 | 15,000,000 |
Convertible senior notes | 230,000,000 | ' | 230,000,000 | ' | 0 | ' | ' | 230,000,000 | ' | ' | ' | ' | 230,000,000 | ' | ' | ' | ' |
Acquisition due diligence, transaction, and integration costs | 3,826,000 | 0 | 8,055,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | 25,886,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Discount Rate | ' | ' | ' | ' | ' | 9.00% | 19.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Step-up adjustment of acquired inventory | ' | ' | ' | ' | ' | ' | ' | ' | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of acquired inventory step-up | 1,014,000 | 0 | 1,014,000 | 0 | ' | ' | ' | ' | ' | 1,014,000 | ' | ' | ' | ' | ' | ' | ' |
Stated interest rate | ' | ' | ' | ' | ' | ' | ' | 2.63% | ' | ' | ' | ' | 2.63% | ' | ' | ' | ' |
Operating Loss Carryforwards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 94,000,000 | 90,000,000 | ' | ' | ' | ' | ' |
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,900,000 | ' | ' | ' | ' | ' | ' | ' |
Revenue | $58,786,000 | $53,305,000 | $172,359,000 | $157,233,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business_Combination_Component
Business Combination (Components of Purchase Price) (Details) (AngioScore, USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
AngioScore | ' |
Business Acquisition [Line Items] | ' |
Cash, including working capital adjustment | $233,978 |
Fair value of contingent consideration | 25,886 |
Total purchase price | $259,864 |
Business_Combination_Schedule_
Business Combination (Schedule of Assets Acquired and Liabilities Assumed) (Details) (USD $) | 0 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Goodwill | ' | $148,170 | ' | $14,846 |
AngioScore | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Accounts receivable | 8,461 | ' | 8,461 | ' |
Inventories | 14,294 | ' | 14,294 | ' |
Prepaids and other current assets | 411 | ' | 411 | ' |
Property and equipment, net | 712 | ' | 712 | ' |
Other long term assets | 30 | ' | 30 | ' |
Total tangible assets acquired | 23,908 | ' | 23,908 | ' |
Less: liabilities assumed | 4,848 | ' | 4,848 | ' |
Net tangible assets less liabilities | 19,060 | ' | 19,060 | ' |
Goodwill | 133,324 | ' | 133,324 | ' |
Total purchase price | 259,864 | ' | 259,864 | ' |
AngioScore | Technology | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Acquired Intangible Assets | ' | 73,510 | 73,510 | 0 |
Weighted average useful life | '10 years | ' | ' | ' |
AngioScore | IPR&D | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Acquired Intangible Assets | 3,750 | 3,750 | 3,750 | 0 |
AngioScore | Customer relationships | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Acquired Intangible Assets | ' | 23,320 | 23,320 | 0 |
Weighted average useful life | '10 years | ' | ' | ' |
AngioScore | Distributor relationships | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Acquired Intangible Assets | ' | 1,940 | 1,940 | 0 |
Weighted average useful life | '2 years | ' | ' | ' |
AngioScore | Trademark and trade names | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Acquired Intangible Assets | ' | 4,380 | 4,380 | 0 |
Weighted average useful life | '6 years | ' | ' | ' |
AngioScore | Non-compete agreement | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Acquired Intangible Assets | ' | $580 | $580 | $0 |
Weighted average useful life | '2 years | ' | ' | ' |
Business_Combination_Pro_Forma
Business Combination (Pro Forma Revenue) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Business Combinations [Abstract] | ' | ' | ' | ' |
Revenue | $58,786 | $53,305 | $172,359 | $157,233 |
Net loss | ($12,930) | ($6,490) | ($35,094) | ($21,799) |
Net loss per share (in dollars per share) | ($0.31) | ($0.16) | ($0.84) | ($0.57) |
Convertible_Senior_Notes_Detai
Convertible Senior Notes (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Jun. 03, 2014 | Sep. 30, 2014 | Jun. 03, 2014 |
Convertible Debt | Convertible Debt | Convertible Debt | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Convertible senior notes | $230,000,000 | $0 | ' | ' | $230,000,000 |
Stated interest rate | ' | ' | ' | ' | 2.63% |
Conversion ratio | ' | ' | ' | 31.902 | ' |
Conversion price | ' | ' | ' | $31.35 | ' |
Threshold percentage of stock price trigger | ' | ' | ' | 130.00% | ' |
Proceeds from debt, net of issuance costs | ' | ' | 222,500,000 | ' | ' |
Debt issuance costs | ' | ' | $7,500,000 | ' | ' |
Composition_of_Certain_Financi2
Composition of Certain Financial Statement Items (Inventories) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Balance Sheet Related Disclosures [Abstract] | ' | ' |
Raw materials | $8,006 | $4,132 |
Work in process | 3,991 | 1,696 |
Finished goods | 14,491 | 3,648 |
Inventory, net | $26,488 | $9,476 |
Composition_of_Certain_Financi3
Composition of Certain Financial Statement Items (Property and Equipment) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Less: accumulated depreciation and amortization | ($52,934) | ($49,184) |
Property and equipment, net | 32,435 | 28,281 |
Equipment held for rental or loan | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 45,442 | 42,949 |
Manufacturing equipment and computers | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 29,020 | 24,827 |
Leasehold improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 6,130 | 5,697 |
Furniture and fixtures | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 3,231 | 2,446 |
Building and improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 1,276 | 1,276 |
Land | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $270 | $270 |
Composition_of_Certain_Financi4
Composition of Certain Financial Statement Items (Accrued Liabilities) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities, Current [Abstract] | ' | ' |
Accrued payroll and employee-related expenses | $14,849 | $11,808 |
Accrued legal costs | 2,505 | 134 |
Accrued interest on convertible notes | 1,962 | 0 |
Accrued clinical study expense | 1,211 | 872 |
Deferred rent | 1,194 | 1,204 |
Accrued sales, income, and excise taxes | 1,170 | 1,659 |
Accrued royalties | 755 | 571 |
Contingent consideration, current portion | 0 | 500 |
Other accrued expenses | 4,629 | 3,286 |
Less: long-term portion | -1,195 | -1,215 |
Accrued liabilities: current portion | $27,080 | $18,819 |
Composition_of_Certain_Financi5
Composition of Certain Financial Statement Items (Business Acquisition) (Details) (AngioScore, USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
AngioScore | ' |
Business Acquisition [Line Items] | ' |
Inventories | $14,294 |
Property and equipment, net | $712 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Goodwill [Roll Forward] | ' |
Balance as of December 31, 2013 | $14,846 |
Additional goodwill related to AngioScore acquisition (Note 2) | 133,324 |
Balance as of September 30, 2014 | 148,170 |
U.S. Medical | ' |
Goodwill [Roll Forward] | ' |
Balance as of December 31, 2013 | 8,165 |
Additional goodwill related to AngioScore acquisition (Note 2) | 118,658 |
Balance as of September 30, 2014 | 126,823 |
International Medical | ' |
Goodwill [Roll Forward] | ' |
Balance as of December 31, 2013 | 6,681 |
Additional goodwill related to AngioScore acquisition (Note 2) | 14,666 |
Balance as of September 30, 2014 | $21,347 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Intangible Assets) (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | |||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ||
Patents | $530 | ' | $530 | ||
Less: accumulated amortization | -4,759 | ' | -1,431 | ||
Finite-Lived Intangible Assets, Net | 105,623 | ' | 5,609 | ||
AngioScore | Technology | ' | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ||
Acquired Intangible Assets | 73,510 | 73,510 | 0 | ||
AngioScore | IPR&D | ' | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ||
Acquired Intangible Assets | 3,750 | 3,750 | 0 | ||
AngioScore | Customer relationships | ' | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ||
Acquired Intangible Assets | 23,320 | 23,320 | 0 | ||
AngioScore | Distributor relationships | ' | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ||
Acquired Intangible Assets | 1,940 | 1,940 | 0 | ||
AngioScore | Trademark and trade names | ' | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ||
Acquired Intangible Assets | 4,380 | 4,380 | 0 | ||
AngioScore | Non-compete agreement | ' | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ||
Acquired Intangible Assets | 580 | 580 | 0 | ||
Upstream | Technology | ' | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ||
Acquired Intangible Assets | 2,172 | [1] | ' | 6,310 | [1] |
Upstream | Non-compete agreement | ' | ' | ' | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ||
Acquired Intangible Assets | $200 | [1] | ' | $200 | [1] |
[1] | In January 2013, the Company acquired certain product lines from Upstream Peripheral Technologies, Ltd. (“Upstreamâ€). As part of the acquisition, the Company acquired core technology intangible assets and an intangible asset related to non-compete agreements. |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Intangible asset impairment | $4,138 | $0 | $4,138 | $0 |
Change in fair value of contingent consideration liability | -1,064 | 0 | -1,064 | 0 |
Upstream | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Intangible asset impairment | ' | ' | 4,100 | ' |
Number of Intangible Assets Acquired | 2 | ' | ' | ' |
Discount Rate for Intangible Assets | ' | ' | 27.00% | ' |
Change in fair value of contingent consideration liability | $1,100 | ' | ' | ' |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,900,000 | ' | ' | ' | ' |
Allocated share-based compensation expense | ' | $2,500,000 | $1,200,000 | $5,200,000 | $2,800,000 |
Unrecognized compensation expense | ' | 22,600,000 | ' | 22,600,000 | ' |
Weighted-average recognition period | ' | ' | ' | '3 years 1 month 6 days | ' |
Stock Options | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Award vesting period | ' | ' | ' | '4 years | ' |
Award expiration period | ' | ' | ' | '10 years | ' |
Restricted Stock | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Award vesting period | ' | ' | ' | '1 year | ' |
Restricted Stock Units (RSUs) | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Award vesting period | ' | ' | ' | '4 years | ' |
Performance Stock Units | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Award vesting period | ' | ' | ' | '3 years | ' |
Common Stock | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Share price | ' | $26.57 | ' | $26.57 | ' |
Estimated forfeiture rate | ' | 12.50% | ' | 12.50% | ' |
Common Stock | Stock Options | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Weighted average grant date fair value of options | ' | $13.45 | $10.68 | $13.59 | $10.65 |
In-the-money options exercisable amount | ' | 1,600,000 | ' | 1,600,000 | ' |
Total intrinsic value of options exercised | ' | ' | ' | 10,800,000 | 5,700,000 |
Expected term | ' | '5 years 9 months 4 days | '5 years 10 months 2 days | '5 years 9 months 4 days | '5 years 10 months 2 days |
Common Stock | Spectranetics Corporation 2006 Incentive Award Plan | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Shares available for future issuance | ' | 3,500,000 | ' | 3,500,000 | ' |
Common Stock | ESPP | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Shares available for future issuance | ' | 200,000 | ' | 200,000 | ' |
Allocated share-based compensation expense | ' | 299,264 | 111,000 | 565,388 | 307,000 |
Number of shares authorized | ' | 700,000 | ' | 700,000 | ' |
Maximum number of shares per employee | ' | ' | ' | 2,500 | ' |
Maximum fair value per employee | ' | ' | ' | 25,000 | ' |
Purchase price of common stock, percent | ' | ' | ' | 85.00% | ' |
Expected term | ' | ' | ' | '6 months | ' |
Minimum | Performance Stock Units | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Target Payout Opportunities, Percent | ' | 0.00% | ' | 0.00% | ' |
Unrecognized compensation expense | ' | 11,600,000 | ' | 11,600,000 | ' |
Maximum | Performance Stock Units | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Target Payout Opportunities, Percent | ' | 250.00% | ' | 250.00% | ' |
Unrecognized compensation expense | ' | $39,000,000 | ' | $39,000,000 | ' |
StockBased_Compensation_Summar
Stock-Based Compensation (Summary of Assumptions Used) (Details) (Stock Options, Common Stock) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Stock Options | Common Stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life (years) | '5 years 9 months 4 days | '5 years 10 months 2 days | '5 years 9 months 4 days | '5 years 10 months 2 days |
Risk-free interest rate | 1.70% | 1.39% | 1.65% | 1.35% |
Expected volatility | 55.86% | 65.54% | 61.51% | 65.55% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
StockBased_Compensation_Stock_
Stock-Based Compensation (Stock Option Activity) (Details) (Common Stock, USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' |
Options outstanding at January 1, 2014 (shares) | 3,153,234 |
Granted (shares) | 319,685 |
Exercised (shares) | -514,610 |
Canceled (shares) | -66,387 |
Options outstanding at September 30, 2014 (shares) | 2,891,922 |
Options exercisable at September 30, 2014 | 1,635,330 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' |
Options outstanding at January 1, 2014, weighted average exercise price (in dollars per share) | $9.72 |
Granted, weighted average exercise price (in dollars per share) | $24.24 |
Exercised, weighted average exercise price (in dollars per share) | $6.50 |
Canceled, weighted average exercise price (in dollars per share) | $13.72 |
Options outstanding at September 30, 2014, weighted average exercise price (in dollars per share) | $11.81 |
Options exercisable at September 30, 2014, weighted average exercise price (in dollars per share) | $8.13 |
Options outstanding at September 30, 2014, weighted average remaining contractual term (in years) | '7 years 22 days |
Options exercisable at September 30, 2014, weighted average remaining contractual term (in years) | '5 years 10 months 28 days |
Options outstanding at September 30, 2014, aggregate intrinsic value | $42,693,126 |
Options exercisable at September 30, 2014, aggregate intrinsic value | 30,157,746 |
Restricted Stock | ' |
Number of Shares [Roll Forward] | ' |
Outstanding at January 1, 2014 (shares) | 22,190 |
Awarded (shares) | 26,802 |
Vested/Released (shares) | -22,190 |
Outstanding at September 30, 2014 (shares) | 26,802 |
Weighted Average Grant Date Fair Value [Abstract] | ' |
Awards outstanding at January 1, 2014 (in dollars per share) | $18.93 |
Awarded (in dollars per share) | $22.39 |
Vested/Released (in dollars per share) | $18.93 |
Awards outstanding at September 30, 2014 (in dollars per share) | $22.39 |
Restricted Stock Units (RSUs) | ' |
Number of Shares [Roll Forward] | ' |
Outstanding at January 1, 2014 (shares) | 158,622 |
Awarded (shares) | 89,458 |
Vested/Released (shares) | -58,824 |
Forfeited (shares) | -11,113 |
Outstanding at September 30, 2014 (shares) | 178,143 |
Weighted Average Purchase Price [Roll Forward] | ' |
Restricted stock units outstanding at January 1, 2014 (in dollars per share) | $0 |
Awarded (in dollars per share) | $0 |
Vested/Released (in dollars per share) | $0 |
Forfeited (in dollars per share) | $0 |
Restricted stock units outstanding at September 30, 2014 (in dollars per share) | $0 |
Weighted Avg. Remaining Contractual Term (In Years) | '1 year 8 months 27 days |
Equity Other than Options, Exercisable, Intrinsic Value | $4,733,260 |
Performance Stock Units | ' |
Number of Shares [Roll Forward] | ' |
Outstanding at January 1, 2014 (shares) | 0 |
Awarded (shares) | 500,985 |
Vested/Released (shares) | 0 |
Outstanding at September 30, 2014 (shares) | 500,985 |
Weighted Average Grant Date Fair Value [Abstract] | ' |
Awards outstanding at January 1, 2014 (in dollars per share) | $0 |
Awarded (in dollars per share) | $23.43 |
Vested/Released (in dollars per share) | $0 |
Awards outstanding at September 30, 2014 (in dollars per share) | $23.43 |
Net_Loss_Per_Share_Details
Net Loss Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, Amount | ' | 600,000 | 2,600,000 | 1,900,000 | ' | ' | ' | ' |
Earnings Per Share Reconciliation [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | ($13,944) | $434 | ($26,170) | ($1,253) | ' | ' | ' | ' |
Historical common shares outstanding at beginning of period (Shares) | ' | ' | ' | ' | 41,668,488 | 41,208,096 | 40,719,581 | 34,839,131 |
Weighted average common shares issued (Shares) | 153,103 | 117,610 | 386,572 | 3,370,967 | ' | ' | ' | ' |
Weighted average common shares outstanding — basic (Shares) | 41,821,591 | 40,837,191 | 41,594,668 | 38,210,098 | ' | ' | ' | ' |
Effect of dilution — stock options (Shares) | 0 | 1,538,990 | 0 | 0 | ' | ' | ' | ' |
Weighted average common shares outstanding — diluted (Shares) | 41,821,591 | 42,376,181 | 41,594,668 | 38,210,098 | ' | ' | ' | ' |
Net loss per share — basic and diluted (in dollars per share) | ($0.33) | $0.01 | ($0.63) | ($0.03) | ' | ' | ' | ' |
Convertible Debt Securities | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, Amount | ' | ' | 7,300,000 | ' | ' | ' | ' | ' |
Segment_Reporting_Narrative_De
Segment Reporting (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Number of Lines of Business | ' | ' | 1 | ' |
Number of Reportable Segments | ' | ' | 2 | ' |
Number of Product Lines | ' | ' | 2 | ' |
Sales Revenue | Customer Concentration Risk | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Segment Reporting, Number of Major Customers | ' | ' | 0 | 0 |
Sales Revenue | Geographic Concentration Risk | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Segment Reporting, Number of Major Customers | ' | ' | 0 | 0 |
U.S. Medical | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Segment Reporting Information, Intersegment Revenue | $2.40 | $1.70 | $6.50 | $5.50 |
Segment_Reporting_Revenue_by_P
Segment Reporting (Revenue by Product Line) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenue | $58,786 | $39,763 | $141,955 | $116,891 |
Disposable Products | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenue | 54,145 | 35,031 | 127,246 | 101,278 |
Disposable Products | Vascular intervention | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenue | 36,576 | 18,956 | 79,093 | 55,046 |
Disposable Products | Lead management | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenue | 17,569 | 16,075 | 48,153 | 46,232 |
Service and other, net of allowance for sales returns | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenue | 2,763 | 2,851 | 8,404 | 8,617 |
Equipment sales and rentals | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenue | 1,878 | 1,881 | 6,305 | 6,996 |
U.S. Medical | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenue | 48,463 | 32,532 | 115,089 | 95,633 |
U.S. Medical | Disposable Products | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenue | 45,584 | 29,212 | 105,910 | 84,400 |
U.S. Medical | Service and other, net of allowance for sales returns | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenue | 2,256 | 2,397 | 6,823 | 7,429 |
U.S. Medical | Equipment sales and rentals | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenue | 623 | 923 | 2,356 | 3,804 |
International Medical | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenue | 10,323 | 7,231 | 26,866 | 21,258 |
International Medical | Disposable Products | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenue | 8,561 | 5,819 | 21,337 | 16,878 |
International Medical | Service and other, net of allowance for sales returns | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenue | 506 | 454 | 1,580 | 1,188 |
International Medical | Equipment sales and rentals | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenue | $1,256 | $958 | $3,949 | $3,192 |
Segment_Reporting_Segment_Repo
Segment Reporting (Segment Reporting) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Segments, Geographical Areas [Abstract] | ' | ' | ' | ' | ' |
Operating (loss) income | ($11,833) | $806 | ($23,180) | ($1,377) | ' |
Assets | 469,340 | ' | 469,340 | ' | 217,157 |
U.S. Medical | ' | ' | ' | ' | ' |
Segments, Geographical Areas [Abstract] | ' | ' | ' | ' | ' |
Operating (loss) income | -12,937 | -26 | -24,524 | -2,572 | ' |
Assets | 435,079 | ' | 435,079 | ' | 198,639 |
International Medical | ' | ' | ' | ' | ' |
Segments, Geographical Areas [Abstract] | ' | ' | ' | ' | ' |
Operating (loss) income | 1,104 | 832 | 1,344 | 1,195 | ' |
Assets | $34,261 | ' | $34,261 | ' | $18,518 |
Income_Tax_Disclosure_Details
Income Tax Disclosure (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Goodwill Amortization Period, Tax Purposes | '15 years |