Business Combinations | 3 Months Ended |
Mar. 31, 2015 |
Business Combinations [Abstract] | |
Business Combination | BUSINESS COMBINATIONS |
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Stellarex™ |
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On January 27, 2015 (“Acquisition Date”), the Company acquired certain assets related to the Stellarex over-the-wire percutaneous transluminal angioplasty balloon catheter with a drug (paclitaxel) coated balloon (“DCB Assets”), pursuant to an Asset Purchase Agreement, dated as of October 31, 2014 (“Stellarex Purchase Agreement”) with Covidien LP (“Stellarex Acquisition”). The DCB Assets include, among other things, the intellectual property, machinery and equipment, and inventories used in connection with the Stellarex catheter. The primary reasons for the Stellarex Acquisition were to broaden the Company’s existing product lines, leverage its current customers, and increase revenue. |
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Under the terms of the Stellarex Purchase Agreement, the Company paid Covidien $30 million in cash and Covidien retained certain liabilities relating to contingent payments that may become due in connection with regulatory approval and future revenue milestones for the DCB Assets. |
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The Company accounted for the Stellarex Acquisition as a business combination and recorded the assets acquired and liabilities assumed at their respective estimated fair values as of the Acquisition Date. The following table summarizes the preliminary allocation of assets acquired (in thousands): |
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| Allocation of purchase price | Amortization period (in years) | | | |
Inventories | $ | 1,337 | | | | | |
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Property and equipment, net | 2,500 | | | | | |
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Total tangible assets acquired | 3,837 | | | | | |
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Less: deferred rent liability assumed | 293 | | | | | |
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Net tangible assets acquired | $ | 3,544 | | | | | |
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Intangible assets: | | | | | |
In-process research and development (“IPR&D”) | 13,680 | | | | | |
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Technology | 9,070 | | 12 | | | |
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Trademark and trade names | 400 | | 12 | | | |
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Transition services agreement | 300 | | 0.5 | | | |
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Goodwill | 3,006 | | | | | |
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Total purchase price | $ | 30,000 | | | | | |
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The accounting for the acquisition is preliminary due to the ongoing analysis and completion of valuation 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 the Company’s condensed consolidated financial statements at March 31, 2015. |
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The Company determined the fair value of the inventory based on its estimated selling price less cost to sell and normal profit margin, or in the case of inventory expected to be consumed in clinical studies, on replacement cost, which was determined to approximate fair value. |
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The IPR&D asset, which is accounted for as an indefinite-lived intangible asset until completion or abandonment of the project, represents an estimate of the fair value of in-process technology related to the Stellarex products that are currently the subject of clinical studies in advance of their potential introduction to the U.S. market, as well as the below the knee applications of the Stellarex technology, which are also currently in development. The estimated fair value was determined using the income approach. |
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The fair value of the technology intangible assets, which relate to products that have already received clearance to be made commercially available in the European market, was determined based upon the present value of expected future cash flows, utilizing a risk-adjusted discount rate. |
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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 or 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. |
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The transition services agreement was valued based on the estimated fair value of services provided to the Company under the agreement. 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. |
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The Company recorded the excess of the aggregate purchase price over the estimated fair values of the identifiable assets acquired as goodwill, which is deductible for tax purposes. Goodwill is primarily attributable to the benefits of the acquired workforce and future technologies, which will be developed from the current and IPR&D technologies to further expand the Company’s product offerings and applications of the technology. Goodwill was allocated to the Company’s operating segments based on the relative expected benefits as disclosed in Note 5, “Goodwill and Intangible Assets.” |
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The assets and liabilities assumed in the Stellarex Acquisition were included in the Company’s consolidated balance sheet as of March 31, 2015. Incremental revenue, costs of revenue and operating expenses related to the Stellarex DCB Assets have been included in the Company’s consolidated financial statements beginning January 27, 2015, and included in the Company’s U.S. Medical and International Medical reportable operating segments. |
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Expenses related to the Stellarex Acquisition and the subsequent integration of its operations were $2.0 million for the three months ended March 31, 2015, and primarily included investment banking fees and integration costs. These costs are included within the “Acquisition transaction and integration costs” line of the consolidated statements of operations and comprehensive loss. |
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Revenue from the Stellarex products from January 27 through March 31, 2015 was immaterial and was included in the Company’s consolidated statements of operations and comprehensive loss for the three months ended March 31, 2015. Losses attributable to Stellarex from January 27 through March 31, 2015 were $9.4 million and primarily included research and development and clinical trial costs. |
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AngioScore Acquisition |
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On June 30, 2014, the Company completed its acquisition of AngioScore. During the three months ended March 31, 2015, the Company recorded $0.3 million of amortization of the acquired inventory step-up, reflected as “Amortization of acquired inventory step-up” in the consolidated statements of operations and comprehensive loss, increasing cost of products sold. |
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Expenses related to the acquisition of AngioScore and the subsequent integration of its operations were $8.4 million for the three months ended March 31, 2015, and primarily included legal fees associated with a patent and breach of fiduciary duty matter in which AngioScore is the plaintiff. See Note 10, “Commitments and Contingencies.” These expenses also included severance, retention, and other integration costs. These expenses are included within the “Acquisition transaction and integration costs” line of the consolidated statements of operations and comprehensive loss. |
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Revenue from the AngioScore products during the three months ended March 31, 2015 was $14.0 million and was included in the Company’s consolidated statements of operations and comprehensive loss for the three months ended March 31, 2015. The Company is unable to identify earnings attributable to AngioScore for the three months ended March 31, 2015 because the operations of AngioScore have been integrated into the Company’s operations. |
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Unaudited Supplemental Pro Forma Financial Information |
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The table below provides certain pro forma financial information for the Company as if the Stellarex and AngioScore acquisitions had been consummated as of January 1, 2014. Certain pro forma adjustments have been made to reflect the impact of the purchase transactions, primarily consisting of amortization of intangible assets with determinable lives and interest expense on long-term debt. The Company also included direct acquisition transaction costs incurred in the results of the three months ended March 31, 2014. 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 acquisitions 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 acquisitions. |
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| Three Months Ended March 31, |
(in thousands) | 2015 | | 2014 |
Revenue | $ | 57,422 | | | $ | 53,484 | |
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Net loss | (29,011 | ) | | (29,627 | ) |
Net loss per share | $ | (0.69 | ) | | $ | (0.72 | ) |