Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 20, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Entity Registrant Name | ENDOLOGIX INC /DE/ | ||
Entity Central Index Key | 1013606 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 67,194,063 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $1,017,691,944 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Current assets: | ||||
Cash and cash equivalents | $26,798 | $95,152 | ||
Marketable securities | 59,871 | 31,313 | ||
Accounts receivable, net of allowance for doubtful accounts of $185 and $399, respectively | 26,113 | 24,972 | ||
Other receivables | 498 | 310 | ||
Inventories | 31,325 | 19,558 | ||
Prepaid expenses and other current assets | 3,162 | 2,328 | ||
Total current assets | 147,767 | 173,633 | ||
Property and equipment, net | 25,696 | 7,338 | ||
Goodwill | 28,866 | [1],[2] | 29,103 | [1],[2] |
Intangibles, net | 43,465 | 43,096 | ||
Deposits and other assets | 2,415 | 3,027 | ||
Total assets | 248,209 | 256,197 | ||
Current liabilities: | ||||
Accounts payable | 11,027 | 6,265 | ||
Accrued payroll | 13,337 | 11,476 | ||
Accrued expenses and other current liabilities | 5,260 | 3,094 | ||
Contingently issuable common stock | 0 | 46,500 | ||
Total current liabilities | 29,624 | 67,335 | ||
Long-term liabilities: | ||||
Deferred income taxes | 879 | 1,135 | ||
Deferred rent | 8,060 | 1,585 | ||
Other liabilities | 489 | 0 | ||
Contingently issuable common stock | 14,600 | 14,400 | ||
Convertible notes | 70,407 | 67,101 | ||
Total liabilities | 124,059 | 151,556 | ||
Commitments and contingencies | ||||
Stockholders’ equity: | ||||
Convertible preferred stock, $0.001 par value; 5,000,000 shares authorized. No shares issued and outstanding. | 0 | 0 | ||
Common stock, $0.001 par value; 100,000,000 shares authorized, 67,321,769 and 63,866,392 shares issued, respectively. 67,159,511 and 63,866,392 shares outstanding, respectively. | 67 | 64 | ||
Additional paid-in capital | 372,639 | 321,756 | ||
Accumulated deficit | -248,500 | -216,082 | ||
Treasury stock, at cost, 162,258 and 0 shares, respectively. | -2,328 | 0 | ||
Accumulated other comprehensive income (loss) | 2,272 | -1,097 | ||
Total stockholders’ equity | 124,150 | 104,641 | ||
Total liabilities and stockholders’ equity | $248,209 | $256,197 | ||
[1] | Regulatory approval for Intuitrak in Japan acquired through an amendment with a distributor in the fourth quarter of 2014. | |||
[2] | Difference in goodwill value between these dates is solely due to a foreign currency translation adjustment. |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $185 | $399 |
Common stock, par value (per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | |
Common stock, shares issued | 67,321,769 | 63,866,392 |
Common stock, shares outstanding | 67,159,511 | 63,866,392 |
Treasury stock, shares | 162,258 | 0 |
Convertible Preferred Stock | ||
Convertible preferred stock, par value (per share) | $0.00 | $0.00 |
Convertible preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue | $147,588 | $132,257 | $105,946 |
Cost of goods sold | 41,801 | 32,750 | 25,282 |
Gross profit | 105,787 | 99,507 | 80,664 |
Operating expenses: | |||
Research and development | 21,616 | 16,199 | 16,571 |
Clinical and regulatory affairs | 13,243 | 8,679 | 6,343 |
Marketing and sales | 73,411 | 63,588 | 53,953 |
General and administrative | 26,663 | 21,409 | 20,266 |
Contract termination and business acquisition expenses | 0 | 0 | 422 |
Settlement costs | 0 | 0 | 5,000 |
Total operating expenses | 134,933 | 109,875 | 102,555 |
Loss from operations | -29,146 | -10,368 | -21,891 |
Other income (expense): | |||
Interest income | 245 | 50 | 30 |
Interest expense | -5,709 | -321 | -7 |
Other income (expense), net | -5,798 | 3,061 | 325 |
Change in fair value of contingent consideration related to acquisition | 7,928 | -8,500 | -13,700 |
Total other income (expense) | -3,334 | -5,710 | -13,352 |
Net income (loss) before income tax | -32,480 | -16,078 | -35,243 |
Income tax benefit (expense) | 62 | 10 | -531 |
Net loss | -32,418 | -16,068 | -35,774 |
Other comprehensive income (loss) foreign currency translation | 3,369 | -845 | -222 |
Comprehensive loss | ($29,049) | ($16,913) | ($35,996) |
Basic and diluted net loss per share (in USD per share) | ($0.50) | ($0.26) | ($0.60) |
Shares used in computing basic and diluted net loss per share | 65,225 | 62,607 | 59,811 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Accumulated Other Comprehensive Income (Loss) |
In Thousands, except Share data, unless otherwise specified | ||||||
Stockholders' Equity, Balance at beginning of period at Dec. 31, 2011 | $76,569 | $59 | $241,441 | ($164,240) | ($661) | ($30) |
Common Stock, Shares, Balance at beginning of period (in shares) at Dec. 31, 2011 | 58,577,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercised (in shares) | 1,168,000 | |||||
Exercise of common stock options | 4,992 | 1 | 4,991 | |||
Employee stock purhcase plan (in shares) | 224,000 | |||||
Employee stock puchase plan | 2,369 | 2,369 | ||||
Sale of Common Stock (in shares) | 3,105,000 | |||||
Sale of Common Stock | 40,069 | 3 | 40,066 | |||
Stock compensation expense | 3,649 | 3,649 | ||||
Issuance of restricted stock (in shares) | 13,000 | |||||
Issuance of restricted stock | 0 | |||||
Cancellation of restricted stock (in shares) | -18,000 | |||||
Restricted stock expense | 1,906 | 1,906 | ||||
Non-employee restricted stock expense | 916 | 916 | ||||
Net loss | -35,774 | -35,774 | ||||
Other comprehensive income (loss) foreign currency translation | -222 | -222 | ||||
Stockholders' Equity, Balance at end of period at Dec. 31, 2012 | 94,474 | 63 | 295,338 | -200,014 | -661 | -252 |
Common Stock, Shares, Balance at ending of period (in shares) at Dec. 31, 2012 | 63,069,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercised (in shares) | 974,000 | |||||
Exercise of common stock options | 4,875 | 1 | 4,874 | |||
Employee stock purhcase plan (in shares) | 216,000 | |||||
Employee stock puchase plan | 2,444 | 2,444 | ||||
Stock compensation expense | 4,627 | 4,627 | ||||
Issuance of restricted stock (in shares) | -54,000 | |||||
Issuance of restricted stock | 0 | |||||
Issuance of common stock (in shares) | 48,000 | |||||
Issuance of common stock | 752 | 752 | ||||
Treasury stock retired (in shares) | -495,000 | |||||
Treasury stock retired | 0 | -661 | 661 | |||
Restricted stock expense | 2,476 | 2,476 | ||||
Non-employee restricted stock expense | 819 | 819 | ||||
Equity conversion option | 19,324 | 19,324 | ||||
Debt issuance costs allocated to equity | -819 | -819 | ||||
Capped call | -7,418 | -7,418 | ||||
Net loss | -16,068 | -16,068 | ||||
Other comprehensive income (loss) foreign currency translation | -845 | -845 | ||||
Stockholders' Equity, Balance at end of period at Dec. 31, 2013 | 104,641 | 64 | 321,756 | -216,082 | 0 | -1,097 |
Common Stock, Shares, Balance at ending of period (in shares) at Dec. 31, 2013 | 63,866,392 | 63,866,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercised (in shares) | 315,000 | |||||
Exercise of common stock options | 1,776 | 0 | 1,776 | |||
Employee stock purhcase plan (in shares) | 254,000 | |||||
Employee stock puchase plan | 2,613 | 2,613 | ||||
Stock compensation expense | 5,172 | 5,172 | ||||
Issuance of restricted stock (in shares) | 145,000 | |||||
Issuance of restricted stock | 0 | |||||
Issuance of common stock (in shares) | 2,684,000 | |||||
Issuance of common stock | 38,630 | 38,627 | ||||
Treasury stock retired (in shares) | -58,000 | |||||
Treasury stock retired | -2,328 | -2,328 | ||||
Restricted stock expense | 2,620 | 2,620 | ||||
Non-employee restricted stock expense | 75 | 75 | ||||
Net loss | -32,418 | -32,418 | ||||
Other comprehensive income (loss) foreign currency translation | 3,369 | 3,369 | ||||
Stockholders' Equity, Balance at end of period at Dec. 31, 2014 | ($124,150) | $67 | ($372,639) | ($248,500) | ($2,328) | $2,272 |
Common Stock, Shares, Balance at ending of period (in shares) at Dec. 31, 2014 | 67,159,511 | 67,322,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net loss | ($32,418) | ($16,068) | ($35,774) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Bad debt expense | 0 | 204 | 325 |
Depreciation and amortization | 3,283 | 2,351 | 2,183 |
Stock-based compensation | 7,867 | 7,922 | 6,471 |
Change in fair value of contingent consideration related to acquisition | -7,928 | 8,500 | 13,700 |
Common stock issued for business development | 258 | 752 | 0 |
Accretion of interest on convertible note | 3,306 | 175 | 0 |
Loss (Gain) on disposal of assets | 180 | 0 | 0 |
Amortization of deferred financing costs | 413 | 21 | 0 |
Non-cash foreign exchange gain (loss) | 5,740 | -1,731 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable and other receivables | -2,009 | -2,440 | -8,319 |
Accretion on marketable securities | 260 | 0 | 0 |
Inventories | -12,489 | -1,046 | 12 |
Prepaid expenses and other current assets | -632 | -769 | -408 |
Accounts payable | 2,727 | -196 | 199 |
Accrued payroll | 1,988 | 3,546 | 1,255 |
Accrued expenses and other current liabilities | 3,120 | 273 | 1,827 |
Net cash (used in) provided by operating activities | -26,334 | 1,494 | -18,529 |
Cash flows from investing activities: | |||
Purchases of marketable securities | -121,015 | -31,313 | 0 |
Maturity on marketable securities | 92,197 | 0 | 0 |
Purchases of property and equipment | -13,461 | -2,862 | -2,238 |
Purchases of patent license | 0 | 0 | -100 |
Intuitrak Shonin | -1,000 | 0 | 0 |
Business acquisition | 0 | 0 | -1,156 |
Net cash used in investing activities | -43,279 | -34,175 | -3,494 |
Cash flows from financing activities: | |||
Deferred financing costs | 0 | -3,657 | 0 |
Proceeds from sale of common stock under secondary offering, net of expenses | 0 | 0 | 40,069 |
Proceeds from sale of common stock under employee stock purchase plan | 2,613 | 2,444 | 2,369 |
Proceeds from exercise of stock options | 1,776 | 4,875 | 4,992 |
Funding of restricted cash account | 0 | 5,395 | 0 |
Release of restricted cash account | 0 | -5,395 | 0 |
Proceeds from convertible debt | 0 | 86,250 | 0 |
Purchase of treasury shares | -2,328 | 0 | 0 |
Purchase of capped call | 0 | -7,418 | 0 |
Net cash provided by financing activities | 2,061 | 82,494 | 47,430 |
Effect of exchange rate changes on cash and cash equivalents | -802 | 221 | -324 |
Net increase (decrease) in cash and cash equivalents | -68,354 | 50,034 | 25,083 |
Cash and cash equivalents, beginning of period | 95,152 | 45,118 | 20,035 |
Cash and cash equivalents, end of period | 26,798 | 95,152 | 45,118 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 2,018 | 16 | 10 |
Cash paid for income taxes | 258 | 171 | 16 |
Supplemental disclosure of cash flow information: | |||
Landlord funded leasehold improvements | 5,265 | 1,485 | 0 |
Fair Value of OUS Milestone Shares (note 9) | 38,372 | 0 | 0 |
Acquisition of property and equipment included in accounts payable | $2,612 | $0 | $0 |
Description_of_Business_Basis_
Description of Business, Basis of Presentation, and Operating Segment | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, Basis of Presentation, and Operating Segment | Description of Business, Basis of Presentation, and Operating Segment |
(a)Description of Business | |
Endologix, Inc. (the "Company") is a Delaware corporation with corporate headquarters and production facilities located in Irvine, California. The Company develops, manufactures, markets, and sells innovative medical devices for the treatment of aortic disorders. The Company's products are intended for the treatment of abdominal aortic aneurysms ("AAA"). The Company's AAA products are built on one of two platforms: (1) traditional minimally-invasive endovascular repair ("EVAR") or (2) endovascular sealing (“EVAS”), the Company's innovative solution for sealing the aneurysm sac while maintaining blood flow through two blood flow lumens. The Company's current EVAR products include the Endologix AFX Endovascular AAA System (“AFX”), the VELA Proximal Endograft (“VELA”) and the Endologix Intuitrak Endovascular AAA System (“Intuitrak”). The Company's current EVAS product is the Nellix Endovascular Aneurysm Sealing System (“Nellix EVAS System”). Sales of the Company's EVAR and EVAS platforms (including extensions and accessories) to hospitals in the U.S. and Europe, and to third-party international distributors, provide the sole source of the Company's reported revenue. | |
The Company's EVAR products consist of (i) a cobalt chromium alloy stent covered by polytetrafluoroethylene (commonly referred to as "ePTFE") graft material (“Stent Graft”) and (ii) an accompanying delivery system. Once fixed in its proper position within the abdominal aorta, the Company's EVAR device provides a conduit for blood flow, thereby relieving pressure within the weakened or “aneurysmal” section of the vessel wall, which greatly reduces the potential for the AAA to rupture. | |
The Company's EVAS product consists of (i) bilateral covered stents with endobags, (ii) a biocompatible polymer injected into the endobags to seal the aneurysm and (iii) a delivery system and polymer dispenser. The Company's EVAS product seals the entire aneurysm sac effectively excluding the aneurysm sac reducing the likelihood of future aneurysm rupture. Additionally, it has the potential to reduce post procedural re-interventions. | |
(b) Basis of Presentation | |
The accompanying Consolidated Financial Statements in this Annual Report on Form 10-K have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). These financial statements include the financial position, results of operations, and cash flows of the Company, including its subsidiaries, all of which are wholly-owned. All inter-company accounts and transactions have been eliminated in consolidation. For years ended December 31, 2014, 2013, and 2012 there were no related party transactions. | |
On May 28, 2014, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU ") No. 2014-09, "Revenue from Contracts with Customers", which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. | |
(c) Operating Segment | |
The Company has one operating and reporting segment that is focused exclusively on the development, manufacture, marketing, and sale of EVAR and EVAS products for the treatment of aortic disorders. For the year ended December 31, 2014, all of the Company's revenue and related expenses were solely attributable to these activities. Substantially all of the Company's long-lived assets are located in the U.S. |
Use_of_Estimates_and_Summary_o
Use of Estimates and Summary of Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Use of Estimates and Summary of Significant Accounting Policies | Use of Estimates and Summary of Significant Accounting Policies | ||
The preparation of financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, the Company's management evaluates its estimates, including those related to (i) collectibility of customer accounts; (ii) whether the cost of inventories can be recovered; (iii) the value of goodwill and intangible assets; (iv) realization of tax assets and estimates of tax liabilities; (v) likelihood of payment and value of contingent liabilities; and (vi) potential outcome of litigation. Such estimates are based on management's judgment which takes into account historical experience and various assumptions. Nonetheless, actual results may differ from management's estimates. | |||
The following critical accounting policies and estimates were used in the preparation of the accompanying Consolidated Financial Statements: | |||
(i) Cash and Cash Equivalents | |||
We consider all highly liquid investments that are readily convertible into cash and have a maturity of three months or less at the time of purchase to be cash equivalents. The cost of these investments approximates their fair value. | |||
(ii) Marketable securities | |||
At December 31, 2014, the Company’s investments included short-term and long-term marketable securities, which are classified as held-to-maturity investments as the Company has the positive intent and ability to hold the investments to maturity. These investments are therefore recorded on an amortized cost basis. Discounts or premiums are amortized to interest income using the interest method. Marketable securities are investments with original maturities of greater than 90 days. | |||
Management reviewed the Company’s investments as of December 31, 2014 and concluded that there are no securities with other than temporary impairments in the investment portfolio. The Company does not intend to sell any investments and it is not likely that the Company will be required to sell the investments before recovery of their amortized cost bases at maturity. | |||
(iii) Accounts Receivable | |||
Trade accounts receivable are recorded at the invoiced amount, inclusive of applicable value-added tax ("VAT"), and do not bear interest. Revenue is recorded net of VAT. The allowance for doubtful accounts is management's best estimate of the amount of probable credit losses in existing accounts receivable. Account balances are charged off against the allowance after appropriate collection efforts are exhausted. | |||
(iv) Inventories | |||
The Company values inventory at the lower of the actual cost to purchase or manufacture the inventory, or the market value for such inventory. Cost is determined on the first-in, first-out method (FIFO). The Company regularly reviews inventory quantities in process and on hand, and when appropriate, records a provision for obsolete and excess inventory. The provision is based on actual loss experience and a forecast of product demand compared to its remaining shelf life. | |||
(v) Property and Equipment | |||
Property and equipment are stated at cost and depreciated on a straight-line basis over the following estimated useful lives: | |||
Property Class | Useful Life | ||
Office furniture | Seven years | ||
Computer hardware | Three years | ||
Computer software | Three to eight years | ||
Production equipment and molds | Three to seven years | ||
Leasehold improvements | Shorter of expected useful life or remaining term of lease | ||
Upon sale or disposition of property and equipment, any gain or loss is included in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Property and equipment are tested for impairment only when impairment indicators are present. | |||
(vi) Goodwill and Intangible Assets | |||
Intangible assets with definite lives are amortized over their estimated useful lives using a method that reflects the pattern over which the economic benefit is expected to be realized, and is as follows: | |||
Intangible Asset Class | Useful Life | ||
Goodwill | Indefinite lived | ||
Trademarks and tradenames | Indefinite lived | ||
Developed technology | Thirteen years | ||
Patents & license | One to five years | ||
Customer relationships | Three years | ||
Goodwill and other intangible assets with indefinite lives are not subject to amortization, but are tested for impairment annually or whenever events or changes in business circumstances suggest the potential of an impairment. The Company completed its annual indefinite lived intangible asset impairment test as of June 30, 2014, with no resulting impairment based on the discounted cash flows expected to be generated in connection with underlying assets. | |||
The Company most recently completed its annual test for impairment of goodwill as of June 30, 2014, with no resulting impairment, as its market capitalization was in substantial excess of the value of its total stockholders' equity (the Company has one "reporting unit" for purposes of the goodwill impairment test). | |||
Intangible assets with finite lives are tested for impairment only when impairment indicators are present. | |||
(vii) Fair Value Measurements | |||
In determining the fair value of its assets and liabilities, the Company uses various valuation approaches. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (i) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (ii) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | |||
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |||
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||
Level 3 - Inputs that are both significant to the fair value measurement and unobservable. | |||
The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement. | |||
The Company’s held-to-maturity securities, which are fixed income investments, are comprised of obligations of U.S. government agencies, corporate debt securities and other interest bearing securities. These held-to-maturity securities are recorded at amortized cost and are therefore not included in the Company’s market value measurement disclosure. Money market funds, which are cash and cash equivalents, are valued using quoted market prices with no valuation adjustments applied. Accordingly, these securities are categorized in Level 1. The recorded values of all our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. | |||
The recorded values of all our accounts receivable and accounts payable approximate their current fair values because of their nature and respective relatively short maturity dates or durations. | |||
(viii) Contingent Consideration for Business Acquisition | |||
The Company's management determined the fair value of contingently issuable common stock on the Nellix acquisition date (see Note 9) using a probability-based income approach with an appropriate discount rate (determined using both Level 1 and Level 3 inputs). Changes in the fair value of this contingently issuable common stock are determined at each period end and are recorded in the other income (expense) section of the accompanying Consolidated Statements of Operations and Comprehensive Loss, and the current and non-current liabilities section of the accompanying Consolidated Balance Sheet. | |||
(ix) Revenue Recognition | |||
The Company recognizes revenue when all of the following criteria are met: | |||
• Appropriate evidence of a binding arrangement exists with the customer; | |||
• | The sales price for the EVAR or EVAS product (including device extensions and accessories) is established with the customer; | ||
• | The EVAR or EVAS product has been used by the hospital in an EVAR procedure, or the distributor has assumed title with no right of return; and | ||
• Collection of the corresponding receivable from the customer is reasonably assured at the time of sale. | |||
For sales made to hospitals, the Company recognizes revenue upon completion of an EVAR or EVAS procedure, when the EVAR or EVAS products are implanted in a patient. For sales made to distributors, the Company recognizes revenue when title passes, which is typically at the time of shipment, as this represents the period that the customer has assumed custody of the EVAR or EVAS product, without right of return, and assumed risk of loss. | |||
The Company does not offer rights of return, other than honoring a standard warranty. | |||
In the event that the Company enters into a bill and hold arrangement with its customer, which is uncommon, though occurred in 2012, the following conditions must be met for revenue recognition: | |||
(i) | The risks of ownership must have passed to the customer; | ||
(ii) | The customer must have made a fixed and written commitment to purchase the EVAR or EVAS product; | ||
(iii) | The customer must request that the transaction be on a bill and hold basis; | ||
(iv) | There must be a fixed schedule for delivery of the EVAR or EVAS product. The date for delivery must be reasonable and must be consistent with the customer's business purpose; | ||
(v) | The Company must have no remaining specific performance obligations and its earnings process must be complete; | ||
(vi) | The customer's ordered EVAR or EVAS product must be segregated from the Company's inventory and cannot be used to fulfill other customer orders; and | ||
(vii) | The EVAR or EVAS products must be complete and ready for shipment. | ||
In addition to the above requirements, the Company also considers other pertinent factors prior to its recognition of revenue for bill and hold arrangements, such as: | |||
(i) | The date by which payment is expected from the customer, and whether the Company has modified its normal billing and credit terms for the customer; | ||
(ii) | The Company's past experiences with, and pattern of, bill and hold transactions; | ||
(iii) | Whether the customer has the expected risk of loss in the event of a decline in the market value of the EVAR or EVAS product; | ||
(iv) | Whether the Company's custodial risks are insurable and insured; and | ||
(v) | Whether extended procedures are necessary in order to assure that there are no exceptions to the customer's commitment to accept and pay for the EVAR or EVAS product (i.e., that the business reasons for the bill and hold have not introduced a contingency to the customer's commitment). | ||
(x) Shipping Costs | |||
Shipping costs billed to customers are reported within revenue, with the corresponding costs reported within costs of goods sold. | |||
(xi) Foreign Currency Transactions | |||
The assets and liabilities of the Company's foreign subsidiaries are translated at the rates of exchange at the balance sheet date. The income and expense items of these subsidiaries are translated at average monthly rates of exchange. Gains and losses resulting from foreign currency transactions, which are denominated in a currency other than the respective entity’s functional currency are included in other income (expense), net, within the accompanying Consolidated Statements of Operations and Comprehensive Loss. Foreign currency translation adjustments between the respective entity's functional currency and the U.S. dollar are recorded to accumulated other comprehensive loss within the stockholders' equity section of the accompanying Consolidated Balance Sheets. There were no items reclassified out of accumulated other comprehensive loss and into net loss during the years ended December 31, 2014, 2013, and 2012. The only activity in the accumulated other comprehensive loss was related to foreign currency translation. | |||
(xii) Income Taxes | |||
The Company records the estimated future tax effects of temporary differences between the tax basis of assets and | |||
liabilities and amounts reported in the financial statements, as well as operating losses and tax credit carry forwards. The Company has recorded a valuation allowance to substantially reduce its net deferred tax assets, because the Company believes that, based upon a number of factors, it is more likely than not that substantially all the deferred tax assets will not be realized. If the Company were to determine that it would be able to realize additional deferred tax assets in the future, an adjustment to the valuation allowance on its deferred tax assets would increase net income in the period such determination was made. In the event that the Company were assessed interest and/or penalties from taxing authorities, such amounts would be included in "income tax expense" within the Consolidated Statements of Operations and Comprehensive Loss in the period the notice was received. | |||
(xiii) Net Loss Per Share | |||
Net loss per common share is computed using the weighted average number of common shares outstanding | |||
during the periods presented. Because of the net losses during the years ended December 31, 2014, 2013, and 2012, options to purchase the common stock, restricted stock awards, and restricted stock units of the Company were excluded from the computation of net loss per share for these periods because the effect would have been antidilutive. | |||
(xiv) Research and Development Costs | |||
Research and development costs are expensed as incurred. | |||
(xv) Product Warranty | |||
Within six months of shipment, certain customers may request replacement of products they receive that do not meet product specifications; no other warranties are offered. The Company contractually disclaims responsibility for any damages associated with physician's use of its EVAR or EVAS product. Historically, the Company has not experienced a significant amount of costs associated with its warranty policy. |
Balance_Sheet_Account_Detail
Balance Sheet Account Detail | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Balance Sheet Related Disclosures [Abstract] | |||||||||||||||||
Balance Sheet Account Detail | Balance Sheet Account Detail | ||||||||||||||||
(a) Property and Equipment | |||||||||||||||||
Property and equipment consisted of the following: | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Production equipment, molds, and office furniture | $ | 12,943 | $ | 8,033 | |||||||||||||
Computer hardware and software | 6,457 | 3,290 | |||||||||||||||
Leasehold improvements | 15,729 | 3,058 | |||||||||||||||
Construction in progress (software and related implementation, production equipment, and leasehold improvements) | 2,564 | 2,594 | |||||||||||||||
Property and equipment, at cost | 37,693 | 16,975 | |||||||||||||||
Accumulated depreciation | (11,997 | ) | (9,637 | ) | |||||||||||||
Property and equipment, net | $ | 25,696 | $ | 7,338 | |||||||||||||
Depreciation expense for property and equipment for the years ended December 31, 2014, 2013, and 2012 was $2.7 million, $2.1 million, and $1.5 million, respectively. | |||||||||||||||||
(b) Inventories | |||||||||||||||||
Inventories consisted of the following: | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Raw materials | $ | 6,728 | $ | 3,793 | |||||||||||||
Work-in-process | 5,946 | 4,539 | |||||||||||||||
Finished goods | 18,651 | 11,226 | |||||||||||||||
Inventories | $ | 31,325 | $ | 19,558 | |||||||||||||
(c) Goodwill and Intangible Assets | |||||||||||||||||
The following table presents goodwill, indefinite lived intangible assets, finite lived intangible assets, and related accumulated amortization: | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Goodwill (1) | $ | 28,866 | $ | 29,103 | |||||||||||||
Intangible assets: | |||||||||||||||||
Indefinite lived intangibles | |||||||||||||||||
Trademarks and trade names | $ | 2,708 | $ | 2,708 | |||||||||||||
Finite lived intangibles | |||||||||||||||||
Developed technology (2) | $ | 40,100 | $ | 40,100 | |||||||||||||
Accumulated amortization | (285 | ) | (48 | ) | |||||||||||||
Developed technology, net | $ | 39,815 | $ | 40,052 | |||||||||||||
Patent | $ | 100 | $ | 100 | |||||||||||||
Accumulated amortization | (100 | ) | (95 | ) | |||||||||||||
Patent, net | $ | — | $ | 5 | |||||||||||||
License | $ | 100 | $ | 100 | |||||||||||||
Accumulated amortization | (71 | ) | (41 | ) | |||||||||||||
License, net | $ | 29 | $ | 59 | |||||||||||||
Customer relationship | $ | 480 | $ | 544 | |||||||||||||
Accumulated amortization | (400 | ) | (272 | ) | |||||||||||||
Customer relationship, net | $ | 80 | $ | 272 | |||||||||||||
Acquired Shonin approval (3) | $ | 1,000 | $ | — | |||||||||||||
Accumulated amortization | (167 | ) | — | ||||||||||||||
Acquired Shonin approval, net | $ | 833 | $ | — | |||||||||||||
Intangible assets (excluding goodwill), net | $ | 43,465 | $ | 43,096 | |||||||||||||
(1) Difference in goodwill value between these dates is solely due to a foreign currency translation adjustment. | |||||||||||||||||
(2) Was reclassified in the first quarter of 2013 to finite lived intangibles, which coincided with the European commercial launch of the product (Nellix System) associated with this intangible asset. A significant portion of this intangible asset will not begin amortization until the U.S. launch of this product, currently scheduled for 2016. | |||||||||||||||||
(3) Regulatory approval for Intuitrak in Japan acquired through an amendment with a distributor in the fourth quarter of 2014. | |||||||||||||||||
Amortization expense for intangible assets for the years ended December 31, 2014, 2013, and 2012 was $0.6 million, $0.3 million, and $0.7 million, respectively. | |||||||||||||||||
Estimated amortization expense for the five succeeding years and thereafter (which includes amortization of intangible assets which commenced in February 2013 with the commercial launch of the Nellix System in Europe) is as follows: | |||||||||||||||||
Amortization Expense | |||||||||||||||||
2015 | $ | 1,398 | |||||||||||||||
2016 | 946 | ||||||||||||||||
2017 | 2,206 | ||||||||||||||||
2018 | 3,682 | ||||||||||||||||
2019 | 4,736 | ||||||||||||||||
2020 and thereafter | 27,789 | ||||||||||||||||
Total | $ | 40,757 | |||||||||||||||
(d) Marketable securities | |||||||||||||||||
Investments in held-to-maturity marketable securities, consist of the following at December 31, 2014 and December 31, 2013: | |||||||||||||||||
31-Dec-14 | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gain | Loss | ||||||||||||||||
Asset backed securities | $ | 3,633 | $ | — | $ | — | $ | 3,633 | |||||||||
Corporate bonds | 15,707 | — | (8 | ) | 15,699 | ||||||||||||
Commercial paper | 40,531 | 5 | — | 40,536 | |||||||||||||
Total | $ | 59,871 | $ | 5 | $ | (8 | ) | $ | 59,868 | ||||||||
31-Dec-13 | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gain | Loss | ||||||||||||||||
Asset backed securities | $ | 1,405 | $ | — | $ | — | $ | 1,405 | |||||||||
Commercial paper | 29,908 | 3 | (3 | ) | 29,908 | ||||||||||||
Total | $ | 31,313 | $ | 3 | $ | (3 | ) | $ | 31,313 | ||||||||
At December 31, 2014, the Company’s investments included 16 held-to-maturity debt securities in unrealized loss positions with a total unrealized loss of approximately $8,000 and a total fair market value of approximately $18.6 million. All investments with gross unrealized losses have been in unrealized loss positions for less than 12 months. The unrealized losses were caused by interest rate fluctuations. There was no change in the credit risk of the securities. The Company does not intend to sell the securities and it is not more likely than not that the Company will be required to sell the securities before the expected recovery of their amortized cost bases. There were no realized gains or losses on the investments for year ended December 31, 2014. Investments of held-to-maturity all mature within less than 12 months with an average maturity of 3 months. | |||||||||||||||||
(e) Fair Value Measurements | |||||||||||||||||
The following fair value hierarchy table presents information about each major category of the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2014: | |||||||||||||||||
Fair value measurement at reporting date using: | |||||||||||||||||
Quoted prices in | Significant other | Significant | Total | ||||||||||||||
active markets for | observable | unobservable | |||||||||||||||
identical assets | inputs | inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
At December 31, 2014 | |||||||||||||||||
Cash and cash equivalents | $ | 26,798 | $ | — | $ | — | $ | 26,798 | |||||||||
Contingently issuable common stock | $ | — | $ | — | $ | 14,600 | $ | 14,600 | |||||||||
At December 31, 2013 | |||||||||||||||||
Cash and cash equivalents | $ | 95,152 | $ | — | $ | — | $ | 95,152 | |||||||||
Contingently issuable common stock | $ | — | $ | — | $ | 60,900 | $ | 60,900 | |||||||||
There were no remeasurements to fair value during the years ended December 31, 2014 and 2013 of financial assets and liabilities that are not measured at fair value on a recurring basis. There were no transfers between Level 1, Level 2, or Level 3 securities during the years ended December 31, 2014 and 2013. | |||||||||||||||||
(f) Instruments Not Recorded at Fair Value on a Recurring Basis | |||||||||||||||||
We measure the fair value of our Senior Notes carried at amortized cost quarterly for disclosure purposes. The estimated fair value of the Senior Notes is determined by Level 2 inputs and is based primarily on quoted market prices for the same or similar issues. Based on the market prices, the fair value of our long-term debt was $84.5 million as of December 31, 2014 and $84.9 million as of December 31, 2013. | |||||||||||||||||
We measure the fair value of our held-to-maturity marketable securities carried at amortized cost quarterly for disclosure purposes. The fair value of certain marketable securities is determined by Level 2 inputs and is based primarily on quoted market prices for the same or similar instruments. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||||||||||||||
2006 Stock Incentive Plan | |||||||||||||||||||||
The Company has one active stockholder-approved stock-based compensation plan, the 2006 Stock Incentive Plan (the "2006 Plan"), which replaced the Company's former stockholder-approved plans. Incentive stock options, non-qualified options, restricted stock awards, restricted stock units, and stock appreciation rights may be granted under the 2006 Plan. | |||||||||||||||||||||
The maximum number of shares of the Company's common stock available for issuance under the 2006 Plan is 11.0 million shares. As of December 31, 2014, 0.6 million shares were available for grant. It is the Company's policy that before stock is issued through the exercise of stock options, the Company must first receive all required cash payment for such shares. The stock issuable under the Plan shall be shares of authorized new unissued shares. | |||||||||||||||||||||
Stock-based awards are governed by agreements between the Company and the recipients. Incentive stock options and nonqualified stock options may be granted under the 2006 Plan at an exercise price of not less than 100% of the closing fair market value of the Company's common stock on the respective date of grant. The grant date is generally the first day of employment for new hire grants and the date of approval for all others. Awards are approved by either a delegated member of the Company's Executive Management or by the Compensation Committee of the Board of Directors for awards that exceed the Company's Executive Management's authority. | |||||||||||||||||||||
The Company's standard stock-based award vests 25% on the first anniversary of the date of grant, or for new hires, the first anniversary of their initial date of employment with the Company. Awards vest monthly thereafter on a straight-line basis over three years. Stock options must be exercised, if at all, no later than 10 years from the date of grant. Upon termination of employment with the Company, vested stock options may be exercised within 90 days from the last date of employment. In the event of an optionee's death, disability, or retirement, the exercise period is 365 days from the last date of employment. | |||||||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||||||
Under the terms of the Company's Amended and Restated 2006 Employee Stock Purchase Plan, as amended (the "ESPP"), eligible employees can purchase common stock through payroll deductions. As of December 31, 2014, 0.2 million shares were available for grant. The purchase price is equal to the closing price of the Company's common stock on the first or last day of the offering period (whichever is less), minus a 15% discount. The Company uses the Black-Scholes option-pricing model, in combination with the discounted employee price, in determining the value of ESPP expense to be recognized during each offering period. | |||||||||||||||||||||
The table below summarizes the stock-based compensation recognized, common stock shares purchased by Company employees, and the average purchase price per share as part of the ESPP program during the years ended December 31, 2014, 2013, and 2012. | |||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Stock-based compensation expense | $ | 841 | $ | 750 | $ | 759 | |||||||||||||||
Common stock shares purchased by Company employees | 254 | 216 | 224 | ||||||||||||||||||
Average purchase price per share | $ | 10.26 | $ | 11.48 | $ | 10.59 | |||||||||||||||
Stock Options and Restricted Stock | |||||||||||||||||||||
The Company values stock-based awards, including stock options and restricted stock, as of the date of grant (and is marked-to-market at each reporting period for unvested grants issued to consultants). | |||||||||||||||||||||
The Company recognizes stock-based compensation expense (net of estimated forfeitures) using the straight-line method over the requisite or implicit service period, as applicable. Forfeitures of employee awards are estimated at the time of grant and the forfeiture assumption is periodically adjusted for actual employee vesting behavior. For purposes of this estimate, the Company has applied an estimated forfeiture rate of 14%, 15% and 30% for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||||||||||||||
Stock-Based Compensation Expense Summary | |||||||||||||||||||||
The Company classifies related compensation expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss, based on the Company department to which the recipient belongs. Stock-based compensation expense included in cost of goods sold and operating expenses for years ended December 31, 2014, 2013, and 2012 was as follows: | |||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Cost of goods sold | $ | 857 | $ | 680 | $ | 597 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Research and development | 770 | 486 | 1,336 | ||||||||||||||||||
Clinical and regulatory affairs | 644 | 1,169 | 320 | ||||||||||||||||||
Marketing and sales | 2,533 | 3,117 | 1,558 | ||||||||||||||||||
General and administrative | 3,063 | 2,470 | 2,641 | ||||||||||||||||||
Total operating expenses | $ | 7,010 | $ | 7,242 | $ | 5,855 | |||||||||||||||
Total | $ | 7,867 | $ | 7,922 | $ | 6,452 | |||||||||||||||
In addition, the Company had $0.6 million, $0.4 million, and $0.2 million of stock-based compensation capitalized in | |||||||||||||||||||||
inventory as of December 31, 2014, 2013, and 2012, respectively. | |||||||||||||||||||||
Valuation Assumptions | |||||||||||||||||||||
The grant-date fair value per share for restricted stock awards was based upon the closing market price of the Company’s common stock on the award grant-date. | |||||||||||||||||||||
The fair value of stock options granted was estimated at the date of grant using the Black-Scholes option-pricing model. The following assumptions were used to determine fair value for the stock awards granted in the applicable year: | |||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Average expected option life (in years) (a) | 5.5 | 5.6 | 6 | ||||||||||||||||||
Volatility (b) | 54.00% | 54.00% | 55.80% | ||||||||||||||||||
Risk-free interest rate (c) | 1.80% | 1.70% | 1.00% | ||||||||||||||||||
Dividend Yield (d) | —% | —% | —% | ||||||||||||||||||
Weighted-average grant-date fair value per stock option | $6.22 | $7.41 | $6.90 | ||||||||||||||||||
(a) Determined by the historical stock option exercise behavior of the Company's employees (maximum term is 10 | |||||||||||||||||||||
years). | |||||||||||||||||||||
(b) Measured using weekly price observations for a period equal to stock options' expected term. | |||||||||||||||||||||
(c) Based upon the U.S. Treasury yields in effect (for a period equaling the stock options' expected term). | |||||||||||||||||||||
(d) The Company has never paid cash dividends on its common stock and does not expect to declare any cash dividends. | |||||||||||||||||||||
Stock Option Activity | |||||||||||||||||||||
Stock option activity during the year ended December 31, 2014 is as follows: | |||||||||||||||||||||
Number of | Weighted | Weighted- | Aggregate Intrinsic Value | ||||||||||||||||||
Stock Options | Average | Average | |||||||||||||||||||
Exercise Price | Remaining | ||||||||||||||||||||
Contractual | |||||||||||||||||||||
Life (Years) | |||||||||||||||||||||
Outstanding — January 1, 2014 | 4,370,826 | $7.60 | |||||||||||||||||||
Granted | 1,418,087 | 13.37 | |||||||||||||||||||
Exercised | -314,563 | 5.65 | (a) | $ | 2,622 | ||||||||||||||||
Forfeited | -208,014 | 12.16 | |||||||||||||||||||
Expired | -20,024 | 13.84 | |||||||||||||||||||
Outstanding — December 31, 2014 | 5,246,312 | $9.07 | 6.4 | (b) | $ | 32,829 | |||||||||||||||
Vested and Expected to Vest — December 31, 2014 | 4,795,880 | $8.65 | 6.2 | (b) | $ | 31,978 | |||||||||||||||
Vested — December 31, 2014 | 3,070,114 | $6.22 | 4.9 | (b) | $ | 27,878 | |||||||||||||||
(a) Represents the total difference between the Company's stock price at the time of exercise and the stock option exercise price, multiplied by the number of options exercised. | |||||||||||||||||||||
(b) Represents the total difference between the Company's closing stock price on the last trading day of period reported on and the stock option exercise price, multiplied by the number of in-the-money options as of the period reported on. The amount of intrinsic value will change based on the fair market value of the Company's stock. | |||||||||||||||||||||
For years ended December 31, 2014, 2013 and 2012 the total intrinsic value of options exercised was $2.6 million, $11.0 million and $11.1 million respectively. The Company recognized stock option expense of $4.3 million, $3.9 million, and $2.9 million for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||||||||||||||
As of December 31, 2014 there was $9.0 million of total unrecognized compensation expense related to granted, but unvested stock options, which are expected to be recognized over a weighted average period of 2.7 years. | |||||||||||||||||||||
The following table summarizes information regarding outstanding stock option grants as of December 31, 2014: | |||||||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||||||
Range of Exercise Prices | Granted | Weighted- | Weighted- | Granted | Weighted- | ||||||||||||||||
Stock Options | Average | Average | Stock Options | Average | |||||||||||||||||
Outstanding | Remaining | Exercise | Exercisable | Exercise | |||||||||||||||||
Contractual | Price | Price | |||||||||||||||||||
Life (Years) | |||||||||||||||||||||
$ | 1.64 | — | $ | 2.94 | 724,715 | 3.3 | $ | 2.58 | 724,715 | $ | 2.58 | ||||||||||
2.95 | — | 4.41 | 837,352 | 4 | 3.94 | 837,352 | 3.94 | ||||||||||||||
4.42 | — | 7.25 | 657,217 | 5.1 | 5.34 | 573,634 | 5.1 | ||||||||||||||
7.26 | — | 11.62 | 670,785 | 6.7 | 9.41 | 424,706 | 9.14 | ||||||||||||||
11.63 | — | 13.16 | 171,048 | 8.1 | 12.23 | 43,674 | 12.37 | ||||||||||||||
13.17 | — | 13.24 | 879,833 | 9.3 | 13.17 | 108,918 | 13.18 | ||||||||||||||
13.25 | — | 14.15 | 654,188 | 8.3 | 13.81 | 202,493 | 13.84 | ||||||||||||||
14.16 | — | 17.86 | 651,174 | 8.3 | 15.18 | 154,622 | 15.09 | ||||||||||||||
$ | 1.64 | — | $ | 17.86 | 5,246,312 | 6.4 | $ | 9.07 | 3,070,114 | $ | 6.22 | ||||||||||
Non-employees - Stock Options | |||||||||||||||||||||
As of December 31, 2014, 2013, and 2012, a total of 31,500, 40,000, and 40,000 non-employee stock options, respectively, were outstanding and fully vested. | |||||||||||||||||||||
Restricted Stock Award Activity | |||||||||||||||||||||
The following table summarizes activity and related information for the Company's restricted stock awards: | |||||||||||||||||||||
Number of | Weighted Average | Grant Date Fair Value | Vest Date Fair Value(1) | ||||||||||||||||||
Restricted Stock Awards(2) | Fair | ||||||||||||||||||||
Value per Share at Grant Date | |||||||||||||||||||||
Unvested as of December 31, 2013 | 947,594 | $ | 10.54 | ||||||||||||||||||
Granted | 306,119 | 13.25 | $ | 4,056 | |||||||||||||||||
Forfeited | (43,416 | ) | 12.62 | ||||||||||||||||||
Vested | (537,990 | ) | 10.39 | $ | 7,619 | ||||||||||||||||
Unvested as of December 31, 2014 | 672,307 | $ | 11.76 | ||||||||||||||||||
(1) Represents the Company's stock price on the vesting date multiplied by the number of vested shares. | |||||||||||||||||||||
(2) Shares granted in 2014 include 133,628 performance stock units that have certain performance conditions required to be achieved to vest. | |||||||||||||||||||||
For years ended December 31, 2014, 2013 and 2012 the weighted average grant date fair value of shares granted was $13.25, $14.60, and $12.67 respectively. | |||||||||||||||||||||
For years ended December 31, 2014, 2013 and 2012 the total fair value of shares vested was $7.6 million, $0.8 million, and $1.0 million respectively. | |||||||||||||||||||||
The Company recognized restricted stock expense of $2.6 million, $2.5 million, and $2.8 million for the years ended December 31, 2014, 2013, and 2012, respectively. As of December 31, 2014, there was $3.5 million of unrecorded expense related to issued restricted stock that will be recognized over an estimated weighted average period of 1.7 years. | |||||||||||||||||||||
Non-employee Restricted Stock | |||||||||||||||||||||
During the years ended December 31, 2014, 2013, and 2012, $0.1 million, $0.8 million, and $0.9 million, respectively, was recorded as compensation expense for the change in the fair value of unvested non-employee restricted stock. During the years ended December 31, 2014, the Company awarded a single grant of 10,000 restricted stock units to non-employees. | |||||||||||||||||||||
As of December 31, 2014, 2013, and 2012, a total of 10,000, 135,000, and 135,000 shares of unvested restricted stock, respectively, issued to non-employees were outstanding. |
Credit_Facilities
Credit Facilities | 12 Months Ended |
Dec. 31, 2014 | |
Line of Credit Facility [Abstract] | |
Credit Facilities | Credit Facilities |
2.25% Convertible Senior Notes | |
On December 10, 2013, the Company issued $86.3 million aggregate principal amount of 2.25% Convertible Senior Notes (the “Notes”). The Notes mature on December 15, 2018 unless earlier repurchased by the Company or converted. The Company received net proceeds from the sale of the Notes of approximately $82.6 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. Interest is payable on the Notes on June 15 and December 15 of each year, beginning June 15, 2014. | |
The Notes are governed by the terms of a base indenture (the “Base Indenture”), as supplemented by the first supplemental indenture relating to the Notes (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and Wells Fargo Bank, National Association (the “Trustee”), each of which were entered into on December 10, 2013. | |
The Notes are senior unsecured obligations and are: senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated; effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries. | |
The Company may not redeem the Notes prior to December 15, 2016. On or after December 15, 2016, the Company may redeem for cash all or any portion of the Notes, at its option, but only if the closing sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the second trading day immediately preceding the date on which the Company provides notice of redemption, exceeds 130% of the conversion price on each applicable trading day. The redemption price will equal 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes. | |
Holders may convert their Notes at any time prior to the close of business on the business day immediately preceding September 15, 2018 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2014, if the closing sale price of the Company’s common stock, for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the conversion price of the Notes in effect on each applicable trading day; (2) during the five consecutive business-day period following any five consecutive trading-day period in which the trading price for the Notes for each such trading day was less than 98% of the closing sale price of the Company’s common stock on such date multiplied by the then-current conversion rate; (3) if the Company calls all or any portion of the notes for redemption, at any time prior to the close of business on the second scheduled trading day prior to the redemption date; or (4) upon the occurrence of specified corporate events. On or after September 15, 2018 until the close of business on the second scheduled trading day immediately preceding the stated maturity date, holders may surrender their Notes for conversion at any time, regardless of the foregoing circumstances. | |
Upon conversion, the Company will at its election pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. | |
The initial conversion rate will be 41.6051 shares of the Company’s common stock for each $1,000 principal amount of Notes, which represents an initial conversion price of approximately $24.04 per share. Following certain corporate transactions that occur on or prior to the stated maturity date or the Company’s delivery of a notice of redemption, the Company will increase the conversion rate for a holder that elects to convert its Notes in connection with such a corporate transaction. | |
If a fundamental change (as defined in the Indenture) occurs prior to the stated maturity date, holders may require the Company to purchase for cash all or any portion of their Notes at a fundamental change purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to, but excluding, the fundamental change purchase date. | |
The Indenture contains customary terms and covenants and events of default with respect to the Notes. If an event of default (as defined in the Indenture) occurs and is continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Notes may declare the principal amount of the Notes to be due and payable immediately by notice to the Company (with a copy to the Trustee). If an event of default arising out of certain events of bankruptcy, insolvency or reorganization involving the Company or a significant subsidiary (as set forth in the Indenture) occurs with respect to us, the principal amount of the Notes and accrued and unpaid interest, if any, will automatically become immediately due and payable. | |
The Company was not required to separate the conversion option in the Notes under ASC 815, "Derivatives and Hedging", and has the ability to settle the Notes in cash, common stock or a combination of cash and common stock, at its option. In accordance with cash conversion guidance contained in ASC 470-20, Debt with Conversion and Other Options, the Company accounted for the Notes by allocating the issuance proceeds between the liability and the equity component. The equity component is classified in stockholders’ equity and the resulting discount on the liability component is accreted such that interest expense equals the Company’s nonconvertible debt borrowing rate. The separation was performed by first determining the fair value of a similar debt that does not have an associated equity component. That amount was then deducted from the initial proceeds of the Notes as a whole to arrive at a residual amount, which was allocated to the conversion feature that is classified as equity. The initial fair value of the indebtedness was $66.9 million resulting in a $19.3 million allocation to the embedded conversion option. The embedded conversion option was recorded in stockholders’ equity and as debt discount, to be subsequently accreted to interest expense over the term of the Notes. Underwriting discounts and commissions and offering expenses totaled $3.7 million and were allocated between the liability and the equity component in proportion to the allocation of proceeds and accounted for as debt issuance costs and equity issuance costs, respectively. As a result, $2.9 million attributable to the indebtedness was recorded as deferred financing costs in other assets, to be subsequently amortized as interest expense over the term of the Notes, and $0.8 million attributable to the equity component was recorded a a reduction to additional paid-in-capital in stockholders’ equity. | |
As of December 31, 2014, the Company had outstanding borrowings of $70.4 million, and deferred financing costs of $2.4 million, related to the Notes. There are no principal payments due during the term. Annual interest expense on these notes will range from $5.7 million to $6.9 million through maturity. | |
Capped Call Transactions | |
On December 10, 2013 in connection with the pricing of the Notes and the exercise in full of their overallotment option by the underwriters, the Company entered into privately-negotiated capped call transactions (the “Capped Call Transactions”) with Bank of America, N.A., an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated. The Capped Call Transactions initial conversion rate and number of options substantially corresponds to each $1,000 principal amount of Notes. The Company used approximately $7.4 million of the net proceeds from the Notes offering to pay for the cost of the Capped Call Transactions. | |
The Capped Call Transactions are separate transactions entered into by the Company with Bank of America, N.A., are not part of the terms of the Notes and will not change the holders’ rights under the Notes. The Capped Call Transactions have anti-dilution adjustments substantially similar to those applicable to the Notes. The Capped Call Transactions are derivative instruments that qualify for classification within stockholders’ equity because they meet an exemption from mark-to-market derivative accounting. | |
The Capped Call Transactions are expected generally to reduce the potential dilution and/or offset potential cash payments that the Company is required to make in excess of the principal amount upon conversion of the Notes in the event that the market price per share of the Company’s common stock, as measured under the terms of the Capped Call Transactions, is greater than the strike price of the Capped Call Transactions, which initially corresponds to the $24.04 conversion price of the Notes. If, however, the market price per share of the Company’s common stock, as measured under the terms of the Capped Call Transactions, exceeds the initial cap price of $29.02, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the Capped Call Transactions. | |
The Company will not be required to make any cash payments to Bank of America, N.A. or any of its affiliates upon the exercise of the options that are a part of the Capped Call Transactions, but will be entitled to receive from Bank of America, N.A. (or an affiliate thereof) a number of shares of the Company’s common stock and/or an amount of cash generally based on the amount by which the market price per share of the Company’s common stock, as measured under the terms of the Capped Call Transactions, is greater than the strike price of the Capped Call Transactions during the relevant valuation period under the Capped Call Transactions. However, if the market price of the Company’s common stock, as measured under the terms of the Capped Call Transactions, exceeds the cap price of the Capped Call Transactions during such valuation period under the Capped Call Transactions, the number of shares of common stock and/or the amount of cash the Company expects to receive upon exercise of the Capped Call Transactions will be capped based on the amount by which the cap price exceeds the strike price of the Capped Call Transactions. | |
For any conversions of Notes prior to the close of business on the 55th scheduled trading day immediately preceding the stated maturity date of the Notes, including without limitation upon an acquisition of the Company or similar business combination, a corresponding portion of the Capped Call Transactions will be terminated. Upon such termination, the portion of the Capped Call Transactions being terminated will be settled at fair value (subject to certain limitations), as determined by Bank of America, N.A., in its capacity as calculation agent under the Capped Call Transactions, which the Company expects to receive from Bank of America, N.A., and no payments will be due Bank of America, N.A. The capped call expires on December 13, 2018. | |
Wells Fargo line of credit | |
In October 2009, the Company entered into a revolving credit facility with Wells Fargo Bank (“Wells”), which was last amended on February 3, 2015, whereby the Company may borrow up to $20 million, subject to the calculation and limitation of a borrowing base (the “Wells Credit Facility”). All amounts owing under the Wells Credit Facility will become due and payable upon its expiration on November 15, 2015. A sub-feature in the line of credit allows for the issuance of up to $7.5 million million in letters of credit. As of December 31, 2014, the Company issued a total of $6.0 million in letters of credit under the Wells Credit Facility. Any outstanding amounts under the Wells Credit Facility bear interest at a variable rate equal to the Wells prime rate, plus 1.0%, which is payable on a monthly basis. The Wells Credit Facility is collateralized by all of the Company's assets, except its intellectual property. | |
The Wells Credit Facility contains financial covenants requiring the Company to (i) maintain a minimum current ratio of 2.0, equal to the quotient of modified current assets to current liabilities, as defined in the Wells Credit Facility (the "Current Ratio Covenant"), and (ii) not exceed pre-tax net loss (excluding non-cash contingent consideration associated with the acquisition of Nellix) of $11.0 million for the three months ended March 31, 2014; $18.0 million for the six months ended June 30, 2014; $22.0 million for the nine months ended September 30, 2014; $40.0 million for the year ended December 31, 2014; $13.5 million for the three months ended March 31, 2015; $23.0 million for the six months ended June 30, 2015; $35.0 million for the nine months ended September 30, 2015 (the "Net Loss Covenant"). The Wells Credit Facility also includes negative covenants limiting capital expenditures in 2014 and 2015 to $14.5 million and $6.0 million, respectively, as well as limiting operating lease expenses to $3.0 million in any calendar year. | |
The Company was not in compliance with the Net Loss Covenant for the year ended December 31, 2014 as well as the operating lease expenses limit for calendar year 2014. The Company obtained a waiver for the breach of both covenants from Wells on February 3, 2015, whereby Wells agreed to forbear from enforcing its default rights under the Wells Credit Facility and allows for the continued ability to borrow under the revolving credit facility. The waiver does not apply to any subsequent breaches of the same provisions, nor any breach of any other provision specified within the Wells Credit Facility. The Company does not expect to breach these covenants in 2015. | |
The Wells Credit Facility also contains a “material adverse change” clause (“MAC”). If the Company encounters difficulties that would qualify as a MAC in its (i) operations, (ii) condition (financial or otherwise), or (iii) ability to repay amounts outstanding under the Wells Credit Facility, it could be canceled at Wells' sole discretion. Wells could then elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against any collateral securing such indebtedness. No borrowings were outstanding at December 31, 2014. |
Net_Loss_Per_Share
Net Loss Per Share | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Net Loss Per Share | Net Loss Per Share | |||||||||||
Net loss per share was computed by dividing net loss by the weighted average number of common shares outstanding for the years ended December 31, 2014, 2013, and 2012: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net loss | $ | (32,418 | ) | $ | (16,068 | ) | $ | (35,774 | ) | |||
Shares used in computing basic and diluted net loss per share | 65,225 | 62,607 | 59,811 | |||||||||
Basic and diluted net loss per share | $ | (0.50 | ) | $ | (0.26 | ) | $ | (0.60 | ) | |||
The following outstanding Company securities, using the treasury stock method, were excluded from the above calculations of net loss per share because their impact would have been anti-dilutive due to the net losses during the years ended December 31, 2014, 2013, and 2012: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Common stock options | 1,822 | 2,374 | 2,698 | |||||||||
Restricted stock awards | 321 | 403 | 405 | |||||||||
Restricted stock units | 182 | 234 | 492 | |||||||||
Total | 2,325 | 3,011 | 3,595 | |||||||||
As discussed in Note 6, in December 2013, the Company issued $86.3 million aggregate principal amount of 2.25% convertible senior notes due 2018 (the “Notes”) in an underwritten public offering. Upon any conversion the Notes may be settled, at the Company’s election, in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. For purposes of calculating the maximum dilutive impact, it is presumed that the Notes will be settled in common stock with the resulting potential common shares included in diluted earnings per share if the effect is more dilutive. The effect of the conversion of the Notes is excluded from the calculation of diluted loss per share because the net loss for the year ended December 31, 2014 causes such securities to be anti-dilutive. The potential dilutive effect of these securities is shown in the chart below: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Conversion of the Notes | 3,588 | 3,588 | — | |||||||||
The effect of the contingently issuable common stock is excluded from the calculation of basic loss per share until all necessary conditions for issuance have been satisfied. Refer to Note 9 of the Notes to the Consolidated Financial Statements for further discussion. |
Revenue_by_Geographic_Region
Revenue by Geographic Region | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Geographic Areas, Revenues from External Customers [Abstract] | |||||||||||||||||||||
Revenue by Geographic Region | Revenue by Geographic Region | ||||||||||||||||||||
The Company's revenue by geographic region, was as follows: | |||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
United States | $ | 106,052 | 71.9 | % | $ | 102,937 | 77.8 | % | $ | 87,092 | 82.2 | % | |||||||||
Europe | $ | 29,131 | 19.7 | % | $ | 16,101 | 12.2 | % | $ | 8,404 | 7.9 | % | |||||||||
Rest of World ("ROW"): | |||||||||||||||||||||
Latin America | $ | 6,509 | 4.4 | % | $ | 6,118 | 4.6 | % | $ | 4,859 | 4.6 | % | |||||||||
Asia/Pacific | 5,896 | 4 | % | 7,062 | 5.3 | % | 5,591 | 5.3 | % | ||||||||||||
Canada | — | — | % | 39 | — | % | — | — | % | ||||||||||||
Total ROW | $ | 12,405 | 8.4 | % | $ | 13,219 | 10 | % | $ | 10,450 | 9.9 | % | |||||||||
Revenue | $ | 147,588 | 100 | % | $ | 132,257 | 100 | % | $ | 105,946 | 100 | % | |||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Commitments and Contingencies | Commitments and Contingencies | |||
(a) Leases | ||||
The Company leases its administrative, research, and manufacturing facilities located in Irvine, California and an administrative office located in Rosmalen, The Netherlands. These facility lease agreements require the Company to pay operating costs, including property taxes, insurance, and maintenance. In addition, the Company has certain equipment and automobile under long-term agreements that are accounted for as operating leases. | ||||
Future minimum payments by year under non-cancelable leases with initial terms in excess of one year were as follows as of December 31, 2014: | ||||
2015 | $ | 2,620 | ||
2016 | 2,353 | |||
2017 | 2,320 | |||
2018 | 2,255 | |||
2019 | 2,296 | |||
2020 and thereafter | 25,273 | |||
Total | $ | 37,117 | ||
Facilities rent expense in 2014, 2013 and 2012 was $2.7 million, $0.6 million, and $0.6 million, respectively. | ||||
On June 12, 2013, the Company entered into a lease agreement for two adjacent office, research and development, and manufacturing facilities in Irvine, California. The premises consist of approximately 129,000 combined square feet. The lease has a 15-year term beginning January 1, 2014 and provides for one optional 5 year extension. The initial base rent under the lease is $1.9 million per year, payable in monthly installments, and escalates by 3% per year for years 2015 through 2019, and 4% per year for years 2020 and beyond. The Company received a rent abatement for the first nine months of the lease. These premises will replace the Company's existing Irvine facilities. | ||||
The terms of this lease agreement provide for $6.8 million of landlord-funded improvements (and certain other allowances) to this facility, in order to best suit the Company's requirements. In June 2013, the Company had Wells Fargo issue the landlord two letters of credit in the aggregate amount of $5.4 million under its Wells Credit Facility, representing financial collateral while these facility improvements are completed. The Company placed the same amount in a restricted cash account with Wells Fargo, in order to fully support these issued, but undrawn, letters of credit. In July 2013, this restricted cash account was fully released under the July 26, 2013 amendment to the Wells Fargo Credit Facility. | ||||
The Company leases two adjacent facilities aggregating approximately 57,000 square feet in Irvine, California, under separate lease agreements where manufacturing is being held. The Company exited one of these leases in December 2014 and extended the other lease to March 2015 with rights to further extend at its option. The Company also leases an administrative office of approximately 2,900 square feet in Rosmalen, The Netherlands, with lease expiration in December 2015 and renewal at its option. | ||||
(b) Employment Agreements and Retention Plan | ||||
On February 1, 2014, the Company entered into new employment agreements with certain of its executive officers under which payment and benefits would become payable in the event of termination by the Company for any reason other than cause, death or disability or termination by the employee for good reason (collectively, an “Involuntary Termination”) prior to, upon or following a change in control of the Company. The severance payment will generally be in a range of six to eighteen months of the employee’s then current salary for an Involuntary Termination prior to a change in control of the Company, and will generally be in a range of eighteen to twenty-four months of the employee’s then current salary for an Involuntary Termination upon or following a change in control of the Company. | ||||
(c) Legal Matters | ||||
We are from time to time involved in various claims and legal proceedings of a nature we believe are normal and incidental to a medical device business. These matters may include product liability, intellectual property, employment, and other general claims. Such cases and claims may raise complex factual and legal issues and are subject to many uncertainties, including, but not limited to, the facts and circumstances of each particular case or claim, the jurisdiction in which each suit is brought, and differences in applicable law. We accrue for contingent liabilities when it is probable that a liability has been incurred and the amount can be reasonably estimated. The accruals are adjusted periodically as assessments change or as additional information becomes available. | ||||
LifePort Sciences LLC v. Endologix, Inc. | ||||
On December 28, 2012, LifePort Sciences, LLC ("LifePort") filed a complaint against us in the U.S. District Court, District of Delaware, alleging that certain of our products infringe U.S. Patent Nos. 5,489,295, 5,676,696, 5,993,481, 6,117,167, 6,302,906, and 8,192,482, which are alleged to be owned by LifePort. LifePort is seeking an unspecified amount of monetary damages for sale of our products and injunctive relief. We do not believe that we infringe on any of these patents and we intend to vigorously defend against this matter. The case is currently scheduled for trial in April 2016. We do believe, however, that the outcome will not have a material adverse effect on our financial position, results of operations, or cash flow. However, in order to avoid further legal costs and diversion of management resources, it is reasonably possible that we may reach a settlement with LifePort, which could result in a liability. However, we cannot presently estimate the amount, or range, of reasonably possible losses due to the nature of this potential litigation settlement. |
Contingently_Issuable_Common_S
Contingently Issuable Common Stock (Nellix) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Nellix | ||||
Business Acquisition [Line Items] | ||||
Contingently Issuable Common Stock | Contingently Issuable Common Stock | |||
On October 27, 2010, the Company, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Nepal Acquisition Corporation, a wholly-owned subsidiary of the Company (“Merger Sub”), Nellix, Inc., certain of Nellix’s stockholders named therein and Essex Woodlands Health Ventures, Inc., as representative of the former Nellix stockholders. On December 10, 2010 (the “Nellix Closing Date”), the Company completed its acquisition of Nellix, Inc., a pre-revenue, AAA medical device company. The purchase price consisted of 3.2 million of the Company's common shares, issuable to the former Nellix stockholders as of the Nellix Closing Date, then representing a value of $19.4 million. Additional payments, solely in the form of the Company's common shares (the “Contingent Payment”), will be made upon the achievement of a revenue milestone and a regulatory approval milestone (collectively, the “Nellix Milestones”). | ||||
The ultimate value of the Contingent Payment will be determined on the date that each Nellix Milestone is achieved. The number of issuable shares will be established using an applicable per share price, which is subject to a ceiling and/or floor, resulting in a maximum of 10.2 million shares issuable upon the achievement of the Nellix Milestones. As of the Closing Date, the fair value of the Contingent Payment was estimated to be $28.2 million. | ||||
The Merger Agreement provides that, in addition to the shares of common stock of the Company (the “Common Stock”) issued to the former Nellix stockholders at the closing of the Merger, the former Nellix stockholders are entitled to receive shares of the Common Stock if the Company’s sales of one of Nellix’s products (the “Nellix Product”) outside of the United States exceed $10.0 million within a certain time period following the Company’s receipt of CE mark approval for the Nellix Product (the “OUS Milestone”). The aggregate dollar value of the shares of the Common Stock to be issued upon achievement of the OUS Milestone ranged from a high of $24.0 million or 6.9 million shares to a low of $10.0 million or 1.3 million shares. The price per share of the Common Stock to be issued upon achievement of the OUS Milestone was subject to a floor of $3.50 per share and a ceiling of $7.50 per share. | ||||
On June 17, 2014, the Company announced its achievement of the OUS Milestone and the issuance of an aggregate of 2.7 million unregistered shares of the Common Stock (the “OUS Milestone Shares”), plus an amount of cash in lieu of fractional shares, to the former Nellix stockholders. The Company offered and sold the OUS Milestone Shares in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (the “Securities Act”). The former Nellix stockholders previously gave representations to the Company regarding their investment intent, experience, financial sophistication, access to information regarding the Company and certain other matters to support the Company’s reasonable belief that it could rely upon the foregoing exemptions from registration pursuant to Section 4(2) of the Securities Act. No underwriting discounts or commissions were or will be paid in conjunction with the issuance of the OUS Milestone Shares. The Company previously filed a Registration Statement on Form S-3 (Registration No. 333-171639) (the “Form S-3”) for the purpose of registering for resale shares of the Common Stock issued or issuable pursuant to the Merger Agreement, including the OUS Milestone Shares. The Securities and Exchange Commission declared the Form S-3 effective on January 18, 2011. | ||||
If the Company receives approval from the FDA to sell the Nellix Product in the United States (the “PMA Milestone”), the Company will issue additional shares of the Common Stock to the former stockholders of Nellix. The dollar value of the shares of the Common Stock to be issued upon achievement of the PMA Milestone will be equal to $15.0 million (less the dollar value of certain cash payments and other deductions). The price per share of the shares of the Common Stock to be issued upon achievement of the PMA Milestone is subject to a stock price floor of $4.50 per share, but not subject to a stock price ceiling. | ||||
At December 31, 2014, the Company's stock price closed at $15.29 per share. Thus, had the PMA Milestone been achieved on December 31, 2014, the Contingent Payment would have comprised 1.1 million shares, representing a value of $16.8 million. | ||||
The value of the Contingent Payment is derived using a discounted income approach model, with a range of probabilities and assumptions related to the timing and likelihood of achievement of the PMA Milestone (which include Level 3 inputs - see Note 3(e) and the Company's stock price (Level 1 input) as of the balance sheet date). These varying probabilities and assumptions and changes in the Company's stock price have required fair value adjustments of the Contingent Payment in periods subsequent to the Nellix Closing Date. | ||||
The Contingent Payment fair value will continue to be evaluated on a quarterly basis until milestone achievement occurs, or until the expiration of the "earn-out period," as defined within the Nellix purchase agreement. Adjustments to the fair value of the Contingent Payment are recognized within "other income (expense)" in the Consolidated Statements of Operations and Comprehensive Loss. | ||||
Fair Value of Contingently Issuable Common Stock | ||||
31-Dec-13 | $ | 60,900 | ||
Fair value adjustment of Contingent Payment for year ended December 31, 2014 | (7,928 | ) | ||
Fair Value of OUS Milestone Shares | (38,372 | ) | ||
31-Dec-14 | $ | 14,600 | ||
Income_Tax_Expense
Income Tax Expense | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Tax Expense | Income Tax Expense | |||||||||||
Net loss before income tax benefit attributable to U.S. and international operations, consists of the following: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
U.S. | $ | (9,799 | ) | $ | (4,123 | ) | $ | (22,270 | ) | |||
Foreign | (22,681 | ) | (11,955 | ) | (12,973 | ) | ||||||
Net income (loss) before income tax | $ | (32,480 | ) | $ | (16,078 | ) | $ | (35,243 | ) | |||
Income tax (benefit) expense consists of the following: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | (20 | ) | $ | 51 | $ | 30 | |||||
State | 181 | 138 | 176 | |||||||||
Foreign | 34 | (300 | ) | 319 | ||||||||
Total current | $ | 195 | $ | (111 | ) | $ | 525 | |||||
Deferred: | ||||||||||||
Federal | $ | (10 | ) | $ | (116 | ) | $ | — | ||||
State | — | (16 | ) | — | ||||||||
Foreign | (247 | ) | 233 | 6 | ||||||||
Total deferred | $ | (257 | ) | $ | 101 | $ | 6 | |||||
Total: | ||||||||||||
Federal | $ | (30 | ) | $ | (65 | ) | $ | 30 | ||||
State | $ | 181 | $ | 122 | $ | 176 | ||||||
Foreign | $ | (213 | ) | $ | (67 | ) | $ | 325 | ||||
Income tax (benefit) expense | $ | (62 | ) | $ | (10 | ) | $ | 531 | ||||
Income tax expense (benefit) was computed by applying the U.S. federal statutory rate of 34% to net income (loss) before taxes as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Income tax benefit at federal statutory rate | $ | (11,043 | ) | $ | (5,467 | ) | $ | (11,983 | ) | |||
State income tax expenses, net of federal benefit | (1,097 | ) | 73 | 116 | ||||||||
Meals and entertainment | 279 | 298 | 210 | |||||||||
Research and development credits | (4,897 | ) | — | — | ||||||||
Stock-based compensation | 1,161 | 546 | 382 | |||||||||
Contingent consideration | (2,696 | ) | 2,890 | 4,658 | ||||||||
Foreign tax rate differential | 1,418 | 656 | 4,736 | |||||||||
Net change in valuation allowance | 8,930 | 2,417 | 2,244 | |||||||||
Return to provision true-up | 593 | (1,347 | ) | — | ||||||||
Unrecognized tax benefits | 6,444 | — | — | |||||||||
Other, net | 846 | (76 | ) | 168 | ||||||||
Income tax (benefit) expense | $ | (62 | ) | $ | (10 | ) | $ | 531 | ||||
Significant components of the Company’s deferred tax assets and (liabilities) are as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 56,331 | $ | 53,247 | ||||||||
Accrued expenses | 4,274 | 846 | ||||||||||
Tax credits | 7,368 | 8,590 | ||||||||||
Bad debt | 72 | 131 | ||||||||||
Inventory | 2,121 | 597 | ||||||||||
Capitalized research and development | 3,874 | 3,740 | ||||||||||
Deferred compensation | 2,587 | 3,043 | ||||||||||
Depreciation and amortization | 635 | — | ||||||||||
Deferred tax asset | 77,262 | 70,194 | ||||||||||
Valuation allowance | (57,883 | ) | (49,793 | ) | ||||||||
Total deferred tax assets | 19,379 | 20,401 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Developed technology and trademark | (15,535 | ) | (14,997 | ) | ||||||||
Trademarks and tradenames | (1,043 | ) | (1,012 | ) | ||||||||
Depreciation and amortization | — | (1,034 | ) | |||||||||
Convertible debt | (3,595 | ) | (4,116 | ) | ||||||||
Other | (85 | ) | (377 | ) | ||||||||
Total deferred tax liabilities | (20,258 | ) | (21,536 | ) | ||||||||
Net deferred tax liability | $ | (879 | ) | $ | (1,135 | ) | ||||||
The Company has evaluated the available evidence supporting the realization of its gross deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that the domestic and foreign deferred tax assets will not be realized. Due to such uncertainties surrounding the realization of the domestic and foreign deferred tax assets, the Company maintains a valuation allowance of $57.9 million against a substantial portion of its deferred tax assets as of December 31, 2014. For the year ended December 31, 2014, the total change in valuation allowance was $8.1 million, of which $8.9 million was recorded as a tax expense through the income statement. Realization of the deferred tax assets will be primarily dependent upon the Company's ability to generate sufficient taxable income prior to the expiration of its net operating losses. | ||||||||||||
At December 31, 2014, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $143.6 million and $103.7 million, respectively. | ||||||||||||
Federal and state net operating loss carryforwards begin expiring in 2014 and will continue to expire through 2034. The majority of the state net operating losses are attributable to California. In addition, the Company had research and development credits for federal and state income tax purposes of approximately $7.0 million and $7.5 million, respectively, which will begin to expire in 2020. The California research and development credits do not expire. | ||||||||||||
The table of deferred tax assets and liabilities shown above does not include certain deferred tax assets at December 31, 2014 and 2013 that arose directly from (or the use of which was postponed by) tax deductions related to equity compensation in excess of compensation recognized under GAAP. Those deferred tax assets include federal and state net operating losses. The Company utilizes the with-and-without approach in determining if and when such excess tax benefits are realized, and under this approach excess tax benefits of $9.7 million related to stock based compensation are the last to be realized. | ||||||||||||
In general, an "ownership change" results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. Since the Company's formation, the Company has raised capital through the issuance of capital stock on several occasions which, combined with the purchasing stockholders' subsequent disposition of those shares, may have resulted in such an ownership change, or could result in an ownership change in the future upon subsequent disposition. | ||||||||||||
The Company intends to complete a study in the future to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company's formation. | ||||||||||||
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): | ||||||||||||
Year Ended December 31, 2014 | ||||||||||||
Balance at January 1, 2014 | $ | 30 | ||||||||||
Additions for tax positions related to prior periods | 6,788 | |||||||||||
Decreases related to prior year tax positions | (30 | ) | ||||||||||
Lapse of statute of limitations | — | |||||||||||
Additions for tax positions related to current period | 1,020 | |||||||||||
Balance at December 31, 2014 | $ | 7,808 | ||||||||||
Our unrecognized benefits presented above would not reduce our annual effective tax rate if recognized because we have recorded a full valuation allowance on the deferred tax assets. We do not foresee any material changes to our gross unrecognized tax benefit within the net twelve months. We recognize interests and/or penalties related to income tax matters in income tax expense. We did not recognize any accrued interest and penalties related to gross unrecognized tax benefits related to the year ended December 31, 2014. | ||||||||||||
The undistributed earnings of the Company's foreign subsidiaries are considered to be indefinitely reinvested. Accordingly, no provision for U.S. federal and state income taxes or foreign withholding taxes has been provided on such undistributed earnings. As of December 31, 2014, the cumulative amount of earnings upon which U.S. income taxes have not been provided is approximately $77,000. Determination of the potential amount of unrecognized deferred U.S. income tax liability and foreign withholding taxes is not practicable because of the complexities associated with its hypothetical calculation; however, net operating losses and unrecognized foreign tax credits would be available to reduce some portion of the U.S. liability. | ||||||||||||
In general, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by taxing authorities for years before 2009, however, net operating loss and other tax attribute carryforwards utilized in subsequent years continue to be subject to examination by the tax authorities until the year to which the net operating loss and/or other tax attributes are carried forward is no longer subject to examination. |
June_2012_Stock_Sale
June 2012 Stock Sale | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
June 2012 Stock Sale | June 2012 Stock Sale |
On May 30, 2012, the Company executed a common stock purchase agreement (the "Stock Purchase Agreement") with Piper Jaffray & Co. ("Piper"). As part of the Stock Purchase Agreement (pursuant to a shelf registration statement filed with the SEC on May 30, 2012, which became effective immediately upon filing), Piper purchased 2.7 million shares of the Company's common stock at $13.00 per share on June 5, 2012, and subsequently executed an option to purchase an additional 0.4 million shares at $13.00 per share, which closed on June 7, 2012. | |
These two transactions resulted in gross proceeds to the Company of $40.3 million (net of $0.1 million withheld by Piper to cover their applicable legal fees). The Company's direct costs to complete this transaction, substantially consisting of legal fees and accounting fees, totaled $0.2 million and are reflected as a reduction of "additional paid-in capital" in the accompanying Consolidated Balance Sheets as of December 31, 2014. |
Quarterly_Results_of_Operation
Quarterly Results of Operations (unaudited) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||
Quarterly Results of Operations (Unaudited) | Quarterly Results of Operations (Unaudited) | |||||||||||||||||||||||
Three Months Ended: | Revenue | Gross Profit | Operating expenses | Net loss | Basic loss per share | Diluted loss per share | ||||||||||||||||||
31-Dec-14 | $ | 38,847 | $ | 29,408 | $ | 40,539 | $ | (14,782 | ) | $ | (0.22 | ) | $ | (0.22 | ) | |||||||||
September 30, 2014 | 37,150 | 23,577 | 32,504 | (13,938 | ) | (0.21 | ) | (0.21 | ) | |||||||||||||||
June 30, 2014 | 38,327 | 28,507 | 32,279 | (8,993 | ) | (0.14 | ) | (0.14 | ) | |||||||||||||||
March 31, 2014 | 33,264 | 24,295 | 29,611 | 5,295 | 0.08 | 0.08 | ||||||||||||||||||
Three Months Ended: | ||||||||||||||||||||||||
31-Dec-13 | $ | 35,249 | $ | 26,077 | $ | 27,217 | $ | (3,412 | ) | $ | (0.05 | ) | $ | (0.05 | ) | |||||||||
September 30, 2013 | 33,260 | 25,898 | 28,116 | (8,990 | ) | (0.14 | ) | (0.14 | ) | |||||||||||||||
June 30, 2013 | 33,964 | 25,004 | 27,524 | 5,670 | 0.09 | 0.09 | ||||||||||||||||||
March 31, 2013 | 29,784 | 22,528 | 27,018 | (9,335 | ) | (0.16 | ) | (0.16 | ) | |||||||||||||||
Schedule_II_Valuation_and_Qual
Schedule II - Valuation and Qualifying Accounts Schedule II - Valuation and Qualifying Accounts | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ||||||||||||||||||||
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||||
Years Ended December 31, 2014, 2013, and 2012 | ||||||||||||||||||||
Column A | Column B | Column C | Column D | Column E | ||||||||||||||||
Additions | ||||||||||||||||||||
(Reductions) | ||||||||||||||||||||
Description | Balance at | Additions to Bad Debt Expense or Deferred Tax Asset | Charged | Deductions (1) | Balance at | |||||||||||||||
Beginning of | to Other | End of | ||||||||||||||||||
Period | Accounts | Period | ||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Year ended December 31, 2014 | ||||||||||||||||||||
Allowance for doubtful accounts | $ | 399 | $ | — | $ | — | $ | (214 | ) | $ | 185 | |||||||||
Year ended December 31, 2013 | ||||||||||||||||||||
Allowance for doubtful accounts | $ | 472 | $ | 204 | $ | — | $ | (277 | ) | $ | 399 | |||||||||
Year ended December 31, 2012 | ||||||||||||||||||||
Allowance for doubtful accounts | $ | 161 | $ | 325 | $ | — | $ | (14 | ) | $ | 472 | |||||||||
-1 | Deductions represent the actual write-off of accounts receivable balances. |
Use_of_Estimates_and_Summary_o1
Use of Estimates and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Basis of Presentation | Basis of Presentation | ||
The accompanying Consolidated Financial Statements in this Annual Report on Form 10-K have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). These financial statements include the financial position, results of operations, and cash flows of the Company, including its subsidiaries, all of which are wholly-owned. All inter-company accounts and transactions have been eliminated in consolidation. For years ended December 31, 2014, 2013, and 2012 there were no related party transactions. | |||
On May 28, 2014, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU ") No. 2014-09, "Revenue from Contracts with Customers", which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. | |||
Operating Segment | Operating Segment | ||
The Company has one operating and reporting segment that is focused exclusively on the development, manufacture, marketing, and sale of EVAR and EVAS products for the treatment of aortic disorders. For the year ended December 31, 2014, all of the Company's revenue and related expenses were solely attributable to these activities. Substantially all of the Company's long-lived assets are located in the U.S. | |||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||
We consider all highly liquid investments that are readily convertible into cash and have a maturity of three months or less at the time of purchase to be cash equivalents. The cost of these investments approximates their fair value. | |||
Marketable Securities | Marketable securities | ||
At December 31, 2014, the Company’s investments included short-term and long-term marketable securities, which are classified as held-to-maturity investments as the Company has the positive intent and ability to hold the investments to maturity. These investments are therefore recorded on an amortized cost basis. Discounts or premiums are amortized to interest income using the interest method. Marketable securities are investments with original maturities of greater than 90 days. | |||
Accounts Receivables | Accounts Receivable | ||
Trade accounts receivable are recorded at the invoiced amount, inclusive of applicable value-added tax ("VAT"), and do not bear interest. Revenue is recorded net of VAT. The allowance for doubtful accounts is management's best estimate of the amount of probable credit losses in existing accounts receivable. Account balances are charged off against the allowance after appropriate collection efforts are exhausted. | |||
Inventories | Inventories | ||
The Company values inventory at the lower of the actual cost to purchase or manufacture the inventory, or the market value for such inventory. Cost is determined on the first-in, first-out method (FIFO). The Company regularly reviews inventory quantities in process and on hand, and when appropriate, records a provision for obsolete and excess inventory. The provision is based on actual loss experience and a forecast of product demand compared to its remaining shelf life. | |||
Property and Equipment | Property and Equipment | ||
Property and equipment are stated at cost and depreciated on a straight-line basis over the following estimated useful lives: | |||
Property Class | Useful Life | ||
Office furniture | Seven years | ||
Computer hardware | Three years | ||
Computer software | Three to eight years | ||
Production equipment and molds | Three to seven years | ||
Leasehold improvements | Shorter of expected useful life or remaining term of lease | ||
Upon sale or disposition of property and equipment, any gain or loss is included in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Property and equipment are tested for impairment only when impairment indicators are present. | |||
Goodwill and Intangible Assets | Goodwill and Intangible Assets | ||
Intangible assets with definite lives are amortized over their estimated useful lives using a method that reflects the pattern over which the economic benefit is expected to be realized, and is as follows: | |||
Intangible Asset Class | Useful Life | ||
Goodwill | Indefinite lived | ||
Trademarks and tradenames | Indefinite lived | ||
Developed technology | Thirteen years | ||
Patents & license | One to five years | ||
Customer relationships | Three years | ||
Goodwill and other intangible assets with indefinite lives are not subject to amortization, but are tested for impairment annually or whenever events or changes in business circumstances suggest the potential of an impairment. | |||
Fair Value Measurements | Fair Value Measurements | ||
In determining the fair value of its assets and liabilities, the Company uses various valuation approaches. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (i) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (ii) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | |||
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |||
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||
Level 3 - Inputs that are both significant to the fair value measurement and unobservable. | |||
The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement. | |||
The Company’s held-to-maturity securities, which are fixed income investments, are comprised of obligations of U.S. government agencies, corporate debt securities and other interest bearing securities. These held-to-maturity securities are recorded at amortized cost and are therefore not included in the Company’s market value measurement disclosure. Money market funds, which are cash and cash equivalents, are valued using quoted market prices with no valuation adjustments applied. Accordingly, these securities are categorized in Level 1. The recorded values of all our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. | |||
Contingent Consideration for Business Acquisition | Contingent Consideration for Business Acquisition | ||
The Company's management determined the fair value of contingently issuable common stock on the Nellix acquisition date (see Note 9) using a probability-based income approach with an appropriate discount rate (determined using both Level 1 and Level 3 inputs). Changes in the fair value of this contingently issuable common stock are determined at each period end and are recorded in the other income (expense) section of the accompanying Consolidated Statements of Operations and Comprehensive Loss, and the current and non-current liabilities section of the accompanying Consolidated Balance Sheet. | |||
Revenue Recognition | Revenue Recognition | ||
The Company recognizes revenue when all of the following criteria are met: | |||
• Appropriate evidence of a binding arrangement exists with the customer; | |||
• | The sales price for the EVAR or EVAS product (including device extensions and accessories) is established with the customer; | ||
• | The EVAR or EVAS product has been used by the hospital in an EVAR procedure, or the distributor has assumed title with no right of return; and | ||
• Collection of the corresponding receivable from the customer is reasonably assured at the time of sale. | |||
For sales made to hospitals, the Company recognizes revenue upon completion of an EVAR or EVAS procedure, when the EVAR or EVAS products are implanted in a patient. For sales made to distributors, the Company recognizes revenue when title passes, which is typically at the time of shipment, as this represents the period that the customer has assumed custody of the EVAR or EVAS product, without right of return, and assumed risk of loss. | |||
The Company does not offer rights of return, other than honoring a standard warranty. | |||
In the event that the Company enters into a bill and hold arrangement with its customer, which is uncommon, though occurred in 2012, the following conditions must be met for revenue recognition: | |||
(i) | The risks of ownership must have passed to the customer; | ||
(ii) | The customer must have made a fixed and written commitment to purchase the EVAR or EVAS product; | ||
(iii) | The customer must request that the transaction be on a bill and hold basis; | ||
(iv) | There must be a fixed schedule for delivery of the EVAR or EVAS product. The date for delivery must be reasonable and must be consistent with the customer's business purpose; | ||
(v) | The Company must have no remaining specific performance obligations and its earnings process must be complete; | ||
(vi) | The customer's ordered EVAR or EVAS product must be segregated from the Company's inventory and cannot be used to fulfill other customer orders; and | ||
(vii) | The EVAR or EVAS products must be complete and ready for shipment. | ||
In addition to the above requirements, the Company also considers other pertinent factors prior to its recognition of revenue for bill and hold arrangements, such as: | |||
(i) | The date by which payment is expected from the customer, and whether the Company has modified its normal billing and credit terms for the customer; | ||
(ii) | The Company's past experiences with, and pattern of, bill and hold transactions; | ||
(iii) | Whether the customer has the expected risk of loss in the event of a decline in the market value of the EVAR or EVAS product; | ||
(iv) | Whether the Company's custodial risks are insurable and insured; and | ||
(v) | Whether extended procedures are necessary in order to assure that there are no exceptions to the customer's commitment to accept and pay for the EVAR or EVAS product (i.e., that the business reasons for the bill and hold have not introduced a contingency to the customer's commitment). | ||
Shipping Costs | Shipping Costs | ||
Shipping costs billed to customers are reported within revenue, with the corresponding costs reported within costs of goods sold. | |||
Foreign Currency Transactions | Foreign Currency Transactions | ||
The assets and liabilities of the Company's foreign subsidiaries are translated at the rates of exchange at the balance sheet date. The income and expense items of these subsidiaries are translated at average monthly rates of exchange. Gains and losses resulting from foreign currency transactions, which are denominated in a currency other than the respective entity’s functional currency are included in other income (expense), net, within the accompanying Consolidated Statements of Operations and Comprehensive Loss. Foreign currency translation adjustments between the respective entity's functional currency and the U.S. dollar are recorded to accumulated other comprehensive loss within the stockholders' equity section of the accompanying Consolidated Balance Sheets. There were no items reclassified out of accumulated other comprehensive loss and into net loss during the years ended December 31, 2014, 2013, and 2012. The only activity in the accumulated other comprehensive loss was related to foreign currency translation. | |||
Income Taxes | Income Taxes | ||
The Company records the estimated future tax effects of temporary differences between the tax basis of assets and | |||
liabilities and amounts reported in the financial statements, as well as operating losses and tax credit carry forwards. The Company has recorded a valuation allowance to substantially reduce its net deferred tax assets, because the Company believes that, based upon a number of factors, it is more likely than not that substantially all the deferred tax assets will not be realized. If the Company were to determine that it would be able to realize additional deferred tax assets in the future, an adjustment to the valuation allowance on its deferred tax assets would increase net income in the period such determination was made. In the event that the Company were assessed interest and/or penalties from taxing authorities, such amounts would be included in "income tax expense" within the Consolidated Statements of Operations and Comprehensive Loss in the period the notice was received. | |||
Net Loss Per Share | Net Loss Per Share | ||
Net loss per common share is computed using the weighted average number of common shares outstanding | |||
during the periods presented. Because of the net losses during the years ended December 31, 2014, 2013, and 2012, options to purchase the common stock, restricted stock awards, and restricted stock units of the Company were excluded from the computation of net loss per share for these periods because the effect would have been antidilutive. | |||
Research and Development Costs | Research and Development Costs | ||
Research and development costs are expensed as incurred. | |||
Product Warranty | Product Warranty | ||
Within six months of shipment, certain customers may request replacement of products they receive that do not meet product specifications; no other warranties are offered. The Company contractually disclaims responsibility for any damages associated with physician's use of its EVAR or EVAS product. Historically, the Company has not experienced a significant amount of costs associated with its warranty policy. |
Use_of_Estimates_and_Summary_o2
Use of Estimates and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Schedule of Property and Equipment, Useful Lives | Property and equipment are stated at cost and depreciated on a straight-line basis over the following estimated useful lives: | ||
Property Class | Useful Life | ||
Office furniture | Seven years | ||
Computer hardware | Three years | ||
Computer software | Three to eight years | ||
Production equipment and molds | Three to seven years | ||
Leasehold improvements | Shorter of expected useful life or remaining term of lease | ||
Schedule of Intangible Assets and Goodwill, Useful Lives | Intangible assets with definite lives are amortized over their estimated useful lives using a method that reflects the pattern over which the economic benefit is expected to be realized, and is as follows: | ||
Intangible Asset Class | Useful Life | ||
Goodwill | Indefinite lived | ||
Trademarks and tradenames | Indefinite lived | ||
Developed technology | Thirteen years | ||
Patents & license | One to five years | ||
Customer relationships | Three years |
Balance_Sheet_Account_Detail_T
Balance Sheet Account Detail (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Balance Sheet Related Disclosures [Abstract] | |||||||||||||||||
Schedule of Property and Equipment | Property and equipment consisted of the following: | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Production equipment, molds, and office furniture | $ | 12,943 | $ | 8,033 | |||||||||||||
Computer hardware and software | 6,457 | 3,290 | |||||||||||||||
Leasehold improvements | 15,729 | 3,058 | |||||||||||||||
Construction in progress (software and related implementation, production equipment, and leasehold improvements) | 2,564 | 2,594 | |||||||||||||||
Property and equipment, at cost | 37,693 | 16,975 | |||||||||||||||
Accumulated depreciation | (11,997 | ) | (9,637 | ) | |||||||||||||
Property and equipment, net | $ | 25,696 | $ | 7,338 | |||||||||||||
Schedule of Inventory, Current | Inventories consisted of the following: | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Raw materials | $ | 6,728 | $ | 3,793 | |||||||||||||
Work-in-process | 5,946 | 4,539 | |||||||||||||||
Finished goods | 18,651 | 11,226 | |||||||||||||||
Inventories | $ | 31,325 | $ | 19,558 | |||||||||||||
Schedule of Intangible Assets and Goodwill | The following table presents goodwill, indefinite lived intangible assets, finite lived intangible assets, and related accumulated amortization: | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Goodwill (1) | $ | 28,866 | $ | 29,103 | |||||||||||||
Intangible assets: | |||||||||||||||||
Indefinite lived intangibles | |||||||||||||||||
Trademarks and trade names | $ | 2,708 | $ | 2,708 | |||||||||||||
Finite lived intangibles | |||||||||||||||||
Developed technology (2) | $ | 40,100 | $ | 40,100 | |||||||||||||
Accumulated amortization | (285 | ) | (48 | ) | |||||||||||||
Developed technology, net | $ | 39,815 | $ | 40,052 | |||||||||||||
Patent | $ | 100 | $ | 100 | |||||||||||||
Accumulated amortization | (100 | ) | (95 | ) | |||||||||||||
Patent, net | $ | — | $ | 5 | |||||||||||||
License | $ | 100 | $ | 100 | |||||||||||||
Accumulated amortization | (71 | ) | (41 | ) | |||||||||||||
License, net | $ | 29 | $ | 59 | |||||||||||||
Customer relationship | $ | 480 | $ | 544 | |||||||||||||
Accumulated amortization | (400 | ) | (272 | ) | |||||||||||||
Customer relationship, net | $ | 80 | $ | 272 | |||||||||||||
Acquired Shonin approval (3) | $ | 1,000 | $ | — | |||||||||||||
Accumulated amortization | (167 | ) | — | ||||||||||||||
Acquired Shonin approval, net | $ | 833 | $ | — | |||||||||||||
Intangible assets (excluding goodwill), net | $ | 43,465 | $ | 43,096 | |||||||||||||
(1) Difference in goodwill value between these dates is solely due to a foreign currency translation adjustment. | |||||||||||||||||
(2) Was reclassified in the first quarter of 2013 to finite lived intangibles, which coincided with the European commercial launch of the product (Nellix System) associated with this intangible asset. A significant portion of this intangible asset will not begin amortization until the U.S. launch of this product, currently scheduled for 2016. | |||||||||||||||||
(3) Regulatory approval for Intuitrak in Japan acquired through an amendment with a distributor in the fourth quarter of 201 | |||||||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense for the five succeeding years and thereafter (which includes amortization of intangible assets which commenced in February 2013 with the commercial launch of the Nellix System in Europe) is as follows: | ||||||||||||||||
Amortization Expense | |||||||||||||||||
2015 | $ | 1,398 | |||||||||||||||
2016 | 946 | ||||||||||||||||
2017 | 2,206 | ||||||||||||||||
2018 | 3,682 | ||||||||||||||||
2019 | 4,736 | ||||||||||||||||
2020 and thereafter | 27,789 | ||||||||||||||||
Total | $ | 40,757 | |||||||||||||||
Marketable Securities | Investments in held-to-maturity marketable securities, consist of the following at December 31, 2014 and December 31, 2013: | ||||||||||||||||
31-Dec-14 | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gain | Loss | ||||||||||||||||
Asset backed securities | $ | 3,633 | $ | — | $ | — | $ | 3,633 | |||||||||
Corporate bonds | 15,707 | — | (8 | ) | 15,699 | ||||||||||||
Commercial paper | 40,531 | 5 | — | 40,536 | |||||||||||||
Total | $ | 59,871 | $ | 5 | $ | (8 | ) | $ | 59,868 | ||||||||
31-Dec-13 | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gain | Loss | ||||||||||||||||
Asset backed securities | $ | 1,405 | $ | — | $ | — | $ | 1,405 | |||||||||
Commercial paper | 29,908 | 3 | (3 | ) | 29,908 | ||||||||||||
Total | $ | 31,313 | $ | 3 | $ | (3 | ) | $ | 31,313 | ||||||||
Fair Value Measurements | The following fair value hierarchy table presents information about each major category of the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2014: | ||||||||||||||||
Fair value measurement at reporting date using: | |||||||||||||||||
Quoted prices in | Significant other | Significant | Total | ||||||||||||||
active markets for | observable | unobservable | |||||||||||||||
identical assets | inputs | inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
At December 31, 2014 | |||||||||||||||||
Cash and cash equivalents | $ | 26,798 | $ | — | $ | — | $ | 26,798 | |||||||||
Contingently issuable common stock | $ | — | $ | — | $ | 14,600 | $ | 14,600 | |||||||||
At December 31, 2013 | |||||||||||||||||
Cash and cash equivalents | $ | 95,152 | $ | — | $ | — | $ | 95,152 | |||||||||
Contingently issuable common stock | $ | — | $ | — | $ | 60,900 | $ | 60,900 | |||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity | The table below summarizes the stock-based compensation recognized, common stock shares purchased by Company employees, and the average purchase price per share as part of the ESPP program during the years ended December 31, 2014, 2013, and 2012. | ||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Stock-based compensation expense | $ | 841 | $ | 750 | $ | 759 | |||||||||||||||
Common stock shares purchased by Company employees | 254 | 216 | 224 | ||||||||||||||||||
Average purchase price per share | $ | 10.26 | $ | 11.48 | $ | 10.59 | |||||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | Stock-based compensation expense included in cost of goods sold and operating expenses for years ended December 31, 2014, 2013, and 2012 was as follows: | ||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Cost of goods sold | $ | 857 | $ | 680 | $ | 597 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Research and development | 770 | 486 | 1,336 | ||||||||||||||||||
Clinical and regulatory affairs | 644 | 1,169 | 320 | ||||||||||||||||||
Marketing and sales | 2,533 | 3,117 | 1,558 | ||||||||||||||||||
General and administrative | 3,063 | 2,470 | 2,641 | ||||||||||||||||||
Total operating expenses | $ | 7,010 | $ | 7,242 | $ | 5,855 | |||||||||||||||
Total | $ | 7,867 | $ | 7,922 | $ | 6,452 | |||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of stock options granted was estimated at the date of grant using the Black-Scholes option-pricing model. The following assumptions were used to determine fair value for the stock awards granted in the applicable year: | ||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Average expected option life (in years) (a) | 5.5 | 5.6 | 6 | ||||||||||||||||||
Volatility (b) | 54.00% | 54.00% | 55.80% | ||||||||||||||||||
Risk-free interest rate (c) | 1.80% | 1.70% | 1.00% | ||||||||||||||||||
Dividend Yield (d) | —% | —% | —% | ||||||||||||||||||
Weighted-average grant-date fair value per stock option | $6.22 | $7.41 | $6.90 | ||||||||||||||||||
(a) Determined by the historical stock option exercise behavior of the Company's employees (maximum term is 10 | |||||||||||||||||||||
years). | |||||||||||||||||||||
(b) Measured using weekly price observations for a period equal to stock options' expected term. | |||||||||||||||||||||
(c) Based upon the U.S. Treasury yields in effect (for a period equaling the stock options' expected term). | |||||||||||||||||||||
(d) The Company has never paid cash dividends on its common stock and does not expect to declare any cash dividends. | |||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | Stock option activity during the year ended December 31, 2014 is as follows: | ||||||||||||||||||||
Number of | Weighted | Weighted- | Aggregate Intrinsic Value | ||||||||||||||||||
Stock Options | Average | Average | |||||||||||||||||||
Exercise Price | Remaining | ||||||||||||||||||||
Contractual | |||||||||||||||||||||
Life (Years) | |||||||||||||||||||||
Outstanding — January 1, 2014 | 4,370,826 | $7.60 | |||||||||||||||||||
Granted | 1,418,087 | 13.37 | |||||||||||||||||||
Exercised | -314,563 | 5.65 | (a) | $ | 2,622 | ||||||||||||||||
Forfeited | -208,014 | 12.16 | |||||||||||||||||||
Expired | -20,024 | 13.84 | |||||||||||||||||||
Outstanding — December 31, 2014 | 5,246,312 | $9.07 | 6.4 | (b) | $ | 32,829 | |||||||||||||||
Vested and Expected to Vest — December 31, 2014 | 4,795,880 | $8.65 | 6.2 | (b) | $ | 31,978 | |||||||||||||||
Vested — December 31, 2014 | 3,070,114 | $6.22 | 4.9 | (b) | $ | 27,878 | |||||||||||||||
(a) Represents the total difference between the Company's stock price at the time of exercise and the stock option exercise price, multiplied by the number of options exercised. | |||||||||||||||||||||
(b) Represents the total difference between the Company's closing stock price on the last trading day of period reported on and the stock option exercise price, multiplied by the number of in-the-money options as of the period reported on. The amount of intrinsic value will change based on the fair market value of the Company's stock. | |||||||||||||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | The following table summarizes information regarding outstanding stock option grants as of December 31, 2014: | ||||||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||||||
Range of Exercise Prices | Granted | Weighted- | Weighted- | Granted | Weighted- | ||||||||||||||||
Stock Options | Average | Average | Stock Options | Average | |||||||||||||||||
Outstanding | Remaining | Exercise | Exercisable | Exercise | |||||||||||||||||
Contractual | Price | Price | |||||||||||||||||||
Life (Years) | |||||||||||||||||||||
$ | 1.64 | — | $ | 2.94 | 724,715 | 3.3 | $ | 2.58 | 724,715 | $ | 2.58 | ||||||||||
2.95 | — | 4.41 | 837,352 | 4 | 3.94 | 837,352 | 3.94 | ||||||||||||||
4.42 | — | 7.25 | 657,217 | 5.1 | 5.34 | 573,634 | 5.1 | ||||||||||||||
7.26 | — | 11.62 | 670,785 | 6.7 | 9.41 | 424,706 | 9.14 | ||||||||||||||
11.63 | — | 13.16 | 171,048 | 8.1 | 12.23 | 43,674 | 12.37 | ||||||||||||||
13.17 | — | 13.24 | 879,833 | 9.3 | 13.17 | 108,918 | 13.18 | ||||||||||||||
13.25 | — | 14.15 | 654,188 | 8.3 | 13.81 | 202,493 | 13.84 | ||||||||||||||
14.16 | — | 17.86 | 651,174 | 8.3 | 15.18 | 154,622 | 15.09 | ||||||||||||||
$ | 1.64 | — | $ | 17.86 | 5,246,312 | 6.4 | $ | 9.07 | 3,070,114 | $ | 6.22 | ||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table summarizes activity and related information for the Company's restricted stock awards: | ||||||||||||||||||||
Number of | Weighted Average | Grant Date Fair Value | Vest Date Fair Value(1) | ||||||||||||||||||
Restricted Stock Awards(2) | Fair | ||||||||||||||||||||
Value per Share at Grant Date | |||||||||||||||||||||
Unvested as of December 31, 2013 | 947,594 | $ | 10.54 | ||||||||||||||||||
Granted | 306,119 | 13.25 | $ | 4,056 | |||||||||||||||||
Forfeited | (43,416 | ) | 12.62 | ||||||||||||||||||
Vested | (537,990 | ) | 10.39 | $ | 7,619 | ||||||||||||||||
Unvested as of December 31, 2014 | 672,307 | $ | 11.76 | ||||||||||||||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Schedule of Weighted Average Number of Shares | Net loss per share was computed by dividing net loss by the weighted average number of common shares outstanding for the years ended December 31, 2014, 2013, and 2012: | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net loss | $ | (32,418 | ) | $ | (16,068 | ) | $ | (35,774 | ) | |||
Shares used in computing basic and diluted net loss per share | 65,225 | 62,607 | 59,811 | |||||||||
Basic and diluted net loss per share | $ | (0.50 | ) | $ | (0.26 | ) | $ | (0.60 | ) | |||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The potential dilutive effect of these securities is shown in the chart below: | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Conversion of the Notes | 3,588 | 3,588 | — | |||||||||
The following outstanding Company securities, using the treasury stock method, were excluded from the above calculations of net loss per share because their impact would have been anti-dilutive due to the net losses during the years ended December 31, 2014, 2013, and 2012: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Common stock options | 1,822 | 2,374 | 2,698 | |||||||||
Restricted stock awards | 321 | 403 | 405 | |||||||||
Restricted stock units | 182 | 234 | 492 | |||||||||
Total | 2,325 | 3,011 | 3,595 | |||||||||
Revenue_by_Geographic_Region_T
Revenue by Geographic Region (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Geographic Areas, Revenues from External Customers [Abstract] | |||||||||||||||||||||
Revenue by Geographic Region | The Company's revenue by geographic region, was as follows: | ||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
United States | $ | 106,052 | 71.9 | % | $ | 102,937 | 77.8 | % | $ | 87,092 | 82.2 | % | |||||||||
Europe | $ | 29,131 | 19.7 | % | $ | 16,101 | 12.2 | % | $ | 8,404 | 7.9 | % | |||||||||
Rest of World ("ROW"): | |||||||||||||||||||||
Latin America | $ | 6,509 | 4.4 | % | $ | 6,118 | 4.6 | % | $ | 4,859 | 4.6 | % | |||||||||
Asia/Pacific | 5,896 | 4 | % | 7,062 | 5.3 | % | 5,591 | 5.3 | % | ||||||||||||
Canada | — | — | % | 39 | — | % | — | — | % | ||||||||||||
Total ROW | $ | 12,405 | 8.4 | % | $ | 13,219 | 10 | % | $ | 10,450 | 9.9 | % | |||||||||
Revenue | $ | 147,588 | 100 | % | $ | 132,257 | 100 | % | $ | 105,946 | 100 | % | |||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Contractual Obligation, Fiscal Year Maturity Schedule | Future minimum payments by year under non-cancelable leases with initial terms in excess of one year were as follows as of December 31, 2014: | |||
2015 | $ | 2,620 | ||
2016 | 2,353 | |||
2017 | 2,320 | |||
2018 | 2,255 | |||
2019 | 2,296 | |||
2020 and thereafter | 25,273 | |||
Total | $ | 37,117 | ||
Contingently_Issuable_Common_S1
Contingently Issuable Common Stock (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Business Combinations [Abstract] | ||||
Schedule of Business Acquisitions by Acquisition, Fair Value of Contingent Consideration | Adjustments to the fair value of the Contingent Payment are recognized within "other income (expense)" in the Consolidated Statements of Operations and Comprehensive Loss. | |||
Fair Value of Contingently Issuable Common Stock | ||||
31-Dec-13 | $ | 60,900 | ||
Fair value adjustment of Contingent Payment for year ended December 31, 2014 | (7,928 | ) | ||
Fair Value of OUS Milestone Shares | (38,372 | ) | ||
31-Dec-14 | $ | 14,600 | ||
Income_Tax_Expense_Tables
Income Tax Expense (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule of Income before Income Tax, Domestic and Foreign | Net loss before income tax benefit attributable to U.S. and international operations, consists of the following: | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
U.S. | $ | (9,799 | ) | $ | (4,123 | ) | $ | (22,270 | ) | |||
Foreign | (22,681 | ) | (11,955 | ) | (12,973 | ) | ||||||
Net income (loss) before income tax | $ | (32,480 | ) | $ | (16,078 | ) | $ | (35,243 | ) | |||
Schedule of Effective Income Tax Rate Reconciliation | Income tax (benefit) expense consists of the following: | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | (20 | ) | $ | 51 | $ | 30 | |||||
State | 181 | 138 | 176 | |||||||||
Foreign | 34 | (300 | ) | 319 | ||||||||
Total current | $ | 195 | $ | (111 | ) | $ | 525 | |||||
Deferred: | ||||||||||||
Federal | $ | (10 | ) | $ | (116 | ) | $ | — | ||||
State | — | (16 | ) | — | ||||||||
Foreign | (247 | ) | 233 | 6 | ||||||||
Total deferred | $ | (257 | ) | $ | 101 | $ | 6 | |||||
Total: | ||||||||||||
Federal | $ | (30 | ) | $ | (65 | ) | $ | 30 | ||||
State | $ | 181 | $ | 122 | $ | 176 | ||||||
Foreign | $ | (213 | ) | $ | (67 | ) | $ | 325 | ||||
Income tax (benefit) expense | $ | (62 | ) | $ | (10 | ) | $ | 531 | ||||
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) was computed by applying the U.S. federal statutory rate of 34% to net income (loss) before taxes as follows: | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Income tax benefit at federal statutory rate | $ | (11,043 | ) | $ | (5,467 | ) | $ | (11,983 | ) | |||
State income tax expenses, net of federal benefit | (1,097 | ) | 73 | 116 | ||||||||
Meals and entertainment | 279 | 298 | 210 | |||||||||
Research and development credits | (4,897 | ) | — | — | ||||||||
Stock-based compensation | 1,161 | 546 | 382 | |||||||||
Contingent consideration | (2,696 | ) | 2,890 | 4,658 | ||||||||
Foreign tax rate differential | 1,418 | 656 | 4,736 | |||||||||
Net change in valuation allowance | 8,930 | 2,417 | 2,244 | |||||||||
Return to provision true-up | 593 | (1,347 | ) | — | ||||||||
Unrecognized tax benefits | 6,444 | — | — | |||||||||
Other, net | 846 | (76 | ) | 168 | ||||||||
Income tax (benefit) expense | $ | (62 | ) | $ | (10 | ) | $ | 531 | ||||
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and (liabilities) are as follows: | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 56,331 | $ | 53,247 | ||||||||
Accrued expenses | 4,274 | 846 | ||||||||||
Tax credits | 7,368 | 8,590 | ||||||||||
Bad debt | 72 | 131 | ||||||||||
Inventory | 2,121 | 597 | ||||||||||
Capitalized research and development | 3,874 | 3,740 | ||||||||||
Deferred compensation | 2,587 | 3,043 | ||||||||||
Depreciation and amortization | 635 | — | ||||||||||
Deferred tax asset | 77,262 | 70,194 | ||||||||||
Valuation allowance | (57,883 | ) | (49,793 | ) | ||||||||
Total deferred tax assets | 19,379 | 20,401 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Developed technology and trademark | (15,535 | ) | (14,997 | ) | ||||||||
Trademarks and tradenames | (1,043 | ) | (1,012 | ) | ||||||||
Depreciation and amortization | — | (1,034 | ) | |||||||||
Convertible debt | (3,595 | ) | (4,116 | ) | ||||||||
Other | (85 | ) | (377 | ) | ||||||||
Total deferred tax liabilities | (20,258 | ) | (21,536 | ) | ||||||||
Net deferred tax liability | $ | (879 | ) | $ | (1,135 | ) | ||||||
Schedule of Unrecognized Tax Benefits Roll Forward | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): | |||||||||||
Year Ended December 31, 2014 | ||||||||||||
Balance at January 1, 2014 | $ | 30 | ||||||||||
Additions for tax positions related to prior periods | 6,788 | |||||||||||
Decreases related to prior year tax positions | (30 | ) | ||||||||||
Lapse of statute of limitations | — | |||||||||||
Additions for tax positions related to current period | 1,020 | |||||||||||
Balance at December 31, 2014 | $ | 7,808 | ||||||||||
Quarterly_Results_of_Operation1
Quarterly Results of Operations (unaudited) (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||
Schedule of Quarterly Financial Information | ||||||||||||||||||||||||
Three Months Ended: | Revenue | Gross Profit | Operating expenses | Net loss | Basic loss per share | Diluted loss per share | ||||||||||||||||||
31-Dec-14 | $ | 38,847 | $ | 29,408 | $ | 40,539 | $ | (14,782 | ) | $ | (0.22 | ) | $ | (0.22 | ) | |||||||||
September 30, 2014 | 37,150 | 23,577 | 32,504 | (13,938 | ) | (0.21 | ) | (0.21 | ) | |||||||||||||||
June 30, 2014 | 38,327 | 28,507 | 32,279 | (8,993 | ) | (0.14 | ) | (0.14 | ) | |||||||||||||||
March 31, 2014 | 33,264 | 24,295 | 29,611 | 5,295 | 0.08 | 0.08 | ||||||||||||||||||
Three Months Ended: | ||||||||||||||||||||||||
31-Dec-13 | $ | 35,249 | $ | 26,077 | $ | 27,217 | $ | (3,412 | ) | $ | (0.05 | ) | $ | (0.05 | ) | |||||||||
September 30, 2013 | 33,260 | 25,898 | 28,116 | (8,990 | ) | (0.14 | ) | (0.14 | ) | |||||||||||||||
June 30, 2013 | 33,964 | 25,004 | 27,524 | 5,670 | 0.09 | 0.09 | ||||||||||||||||||
March 31, 2013 | 29,784 | 22,528 | 27,018 | (9,335 | ) | (0.16 | ) | (0.16 | ) | |||||||||||||||
Description_of_Business_Basis_1
Description of Business, Basis of Presentation, and Operating Segment (Details) | 12 Months Ended |
Dec. 31, 2014 | |
segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Use_of_Estimates_and_Summary_o3
Use of Estimates and Summary of Significant Accounting Policies (Useful Life) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Developed technology | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 13 years |
Customer relationships | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Minimum | Patents and license | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Maximum | Patents and license | |
Property, Plant and Equipment [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Office furniture | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Computer hardware | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 8 years |
Production equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Production equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Balance_Sheet_Account_Detail_P
Balance Sheet Account Detail (Property, Plant and Equipment) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | $37,693,000 | $16,975,000 | |
Accumulated depreciation | -11,997,000 | -9,637,000 | |
Property and equipment, net | 25,696,000 | 7,338,000 | |
Depreciation expense | 2,700,000 | 2,100,000 | 1,500,000 |
Production equipment, molds, and office furniture | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | 12,943,000 | 8,033,000 | |
Computer hardware and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | 6,457,000 | 3,290,000 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | 15,729,000 | 3,058,000 | |
Construction in progress (software and related implementation, production equipment, and leasehold improvements) | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | $2,564,000 | $2,594,000 |
Balance_Sheet_Account_Detail_I
Balance Sheet Account Detail (Inventories) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials | $6,728 | $3,793 |
Work-in-process | 5,946 | 4,539 |
Finished goods | 18,651 | 11,226 |
Inventories | $31,325 | $19,558 |
Balance_Sheet_Account_Detail_G
Balance Sheet Account Detail (Goodwill and Intangible Assets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | ||||
Goodwill | $28,866 | [1],[2] | $29,103 | [1],[2] |
Intangible assets (excluding goodwill), net | 43,465 | 43,096 | ||
Developed technology | ||||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | ||||
Finite lived intangibles | 40,100 | [3] | 40,100 | [3] |
Accumulated amortization | -285 | -48 | ||
Finite lived intangibles, net | 39,815 | 40,052 | ||
Patent | ||||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | ||||
Finite lived intangibles | 100 | 100 | ||
Accumulated amortization | -100 | -95 | ||
Finite lived intangibles, net | 0 | 5 | ||
License | ||||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | ||||
Finite lived intangibles | 100 | 100 | ||
Accumulated amortization | -71 | -41 | ||
Finite lived intangibles, net | 29 | 59 | ||
Customer relationships | ||||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | ||||
Finite lived intangibles | 480 | 544 | ||
Accumulated amortization | -400 | -272 | ||
Finite lived intangibles, net | 80 | 272 | ||
Acquried Shonin approval | ||||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | ||||
Finite lived intangibles | 1,000 | 0 | ||
Accumulated amortization | -167 | 0 | ||
Finite lived intangibles, net | 833 | 0 | ||
Trademarks and trade names | ||||
Goodwill, Finite-lived, and Indefinite-lived Intangible Assets [Line Items] | ||||
Indefinite lived intangibles | $2,708 | $2,708 | ||
[1] | Regulatory approval for Intuitrak in Japan acquired through an amendment with a distributor in the fourth quarter of 2014. | |||
[2] | Difference in goodwill value between these dates is solely due to a foreign currency translation adjustment. | |||
[3] | Was reclassified in the first quarter of 2013 to finite lived intangibles, which coincided with the European commercial launch of the product (Nellix System) associated with this intangible asset. A significant portion of this intangible asset will not begin amortization until the U.S. launch of this product, currently scheduled for 2016. |
Balance_Sheet_Account_Detail_A
Balance Sheet Account Detail (Amortization) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Balance Sheet Related Disclosures [Abstract] | |||
Amortization expense | $600,000 | $300,000 | $700,000 |
2015 | 1,398,000 | ||
2016 | 946,000 | ||
2017 | 2,206,000 | ||
2018 | 3,682,000 | ||
2019 | 4,736,000 | ||
2020 and thereafter | 27,789,000 | ||
Total | $40,757,000 |
Balance_Sheet_Account_Detail_H
Balance Sheet Account Detail (Held-to Maturity Marketable Securities) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
securities | ||
Marketable Securities [Abstract] | ||
Amortized Cost | $59,871,000 | $31,313,000 |
Gross Unrealized Gain | -5,000 | -3,000 |
Gross Unrealized Loss | -8,000 | -3,000 |
Fair Value | 59,868,000 | 31,313,000 |
Held to Maturity Securities, Number of Securities Held | 16 | |
Fair value of investments, Unrealized Loss Position | 18,600,000 | |
Asset backed securities | ||
Marketable Securities [Abstract] | ||
Amortized Cost | 3,633,000 | 1,405,000 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | 0 | 0 |
Fair Value | 3,633,000 | 1,405,000 |
Corporate bonds | ||
Marketable Securities [Abstract] | ||
Amortized Cost | 15,707,000 | |
Gross Unrealized Gain | 0 | |
Gross Unrealized Loss | -8,000 | |
Fair Value | 15,699,000 | |
Commercial paper | ||
Marketable Securities [Abstract] | ||
Amortized Cost | 40,531,000 | 29,908,000 |
Gross Unrealized Gain | -5,000 | -3,000 |
Gross Unrealized Loss | 0 | -3,000 |
Fair Value | $40,536,000 | $29,908,000 |
Balance_Sheet_Account_Detail_F
Balance Sheet Account Detail (Fair Value Measurements) (Details) (Recurring, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Significant other observable inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | $84,500,000 | $84,900,000 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 26,798,000 | 95,152,000 |
Contingently issuable common stock | 14,600,000 | 60,900,000 |
Corporate bonds | Quoted prices in active markets for identical assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 26,798,000 | 95,152,000 |
Contingently issuable common stock | 0 | |
Corporate bonds | Significant other observable inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Contingently issuable common stock | 0 | |
Corporate bonds | Significant unobservable inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Contingently issuable common stock | $14,600,000 | $60,900,000 |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, shares authorized (shares) | 100,000,000 | |||||||
Annual vesting percentage | 25.00% | |||||||
Expiration period | 10 years | |||||||
Capitalized Amount | $600,000 | $400,000 | $200,000 | |||||
Allocated stock-based compensation expense | 7,922,000 | 6,452,000 | 7,867,000 | |||||
Unrecognized compensation expense related to granted but unvested stock options | 9,000,000 | |||||||
Unrecognized compensation cost, period for recognition | 2 years 8 months 8 days | |||||||
Number of options vested and expected to vest | 40,000 | 31,500 | 40,000 | 40,000 | ||||
Weighted average grant date fair value of shares granted | $13.25 | $14.60 | $12.67 | |||||
Fair value of shares vested | 1,000,000 | 7,600,000 | 800,000 | 1,000,000 | ||||
Restricted stock expense | 2,600,000 | 2,500,000 | 2,800,000 | |||||
Shares of unvested restricted stock | 135,000 | 10,000 | 135,000 | 135,000 | ||||
Restricted Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation cost, period for recognition | 1 year 8 months 5 days | |||||||
Termination | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 90 days | |||||||
Death, Disability, or Retirement | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 365 days | |||||||
Employee Stock Option | Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Aggregate Intrinsic Value | 2,622,000 | [1] | 11,000,000 | [1] | 11,100,000 | [1] | ||
Allocated stock-based compensation expense | 4,300,000 | 3,900,000 | 2,900,000 | |||||
Number of options vested and expected to vest | 4,795,880 | |||||||
Non-Employee Option Grants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares granted | 10,000 | |||||||
Non-Employee Option Grants | Restricted Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Allocated stock-based compensation expense | 100,000 | 800,000 | 900,000 | |||||
Restricted Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares granted | 306,119 | [2] | ||||||
Weighted average grant date fair value of shares granted | $13.25 | |||||||
Shares of unvested restricted stock | 672,307 | [2] | 947,594 | [2] | ||||
2006 Stock Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, shares authorized (shares) | 11,000,000 | |||||||
Shares available for grant under the plan | 600,000 | |||||||
2006 Stock Incentive Plan | Employee Stock Option | Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Estimated forfeiture rate | 14.00% | 15.00% | 30.00% | |||||
2006 Stock Incentive Plan | Employee Stock Option | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Option exercise price as a percentage of grant date fair value | 100.00% | |||||||
Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares available for grant under the plan | 200,000 | |||||||
Employee Stock Purchase Plan | Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense related to granted but unvested stock options | 759,000 | 841,000 | 750,000 | 759,000 | ||||
Employee Stock Purchase Plan | Restricted Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense related to granted but unvested stock options | $3,500,000 | |||||||
Employee Stock Purchase Plan | Employee Stock | Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Discount from market price | 15.00% | |||||||
[1] | Represents the total difference between the Company's stock price at the time of exercise and the stock option exercise price, multiplied by the number of options exercised. | |||||||
[2] | Shares granted in 2014 include 133,628 performance stock units that have certain performance conditions required to be achieved to vest. |
StockBased_Compensation_Employ
Stock-Based Compensation (Employee Stock Purchase Plan) (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $9,000 | ||
Employee Stock Purchase Plan | Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $841 | $750 | $759 |
Common stock shares purchased by Company employees | 254 | 216 | 224 |
Average purchase price per share | $10.26 | $11.48 | $10.59 |
StockBased_Compensation_Shareb
Stock-Based Compensation (Share-based Compensation Expense) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated stock-based compensation expense | $7,922 | $6,452 | $7,867 |
Cost of goods sold | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated stock-based compensation expense | 680 | 597 | 857 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated stock-based compensation expense | 486 | 1,336 | 770 |
Clinical and regulatory affairs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated stock-based compensation expense | 1,169 | 320 | 644 |
Marketing and sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated stock-based compensation expense | 3,117 | 1,558 | 2,533 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated stock-based compensation expense | 2,470 | 2,641 | 3,063 |
Total operating expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated stock-based compensation expense | $7,242 | $5,855 | $7,010 |
StockBased_Compensation_Valuat
Stock-Based Compensation (Valuation Assumptions) (Details) (Employee Stock Option, Common Stock, USD $) | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Employee Stock Option | Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Average expected option life (in years) | 5 years 6 months | [1] | 5 years 7 months 6 days | [1] | 6 years | [1] |
Volatility | 54.00% | [2] | 54.00% | [2] | 55.80% | [2] |
Risk-free interest rate | 1.80% | [3] | 1.70% | [3] | 1.00% | [3] |
Dividend Yield | 0.00% | [4] | 0.00% | [4] | 0.00% | [4] |
Weighted-average grant-date fair value per stock option | $6.22 | $7.41 | $6.90 | |||
[1] | Determined by the historical stock option exercise behavior of the Company's employees (maximum term is 10 years). | |||||
[2] | Measured using weekly price observations for a period equal to stock options' expected term. | |||||
[3] | Based upon the U.S. Treasury yields in effect (for a period equaling the stock options' expected term) | |||||
[4] | The Company has never paid cash dividends on its common stock and does not expect to declare any cash dividends |
StockBased_Compensation_Stock_
Stock-Based Compensation (Stock Options Activity) (Details) (USD $) | 12 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||
Vested and Expected to Vest, December 31, 2014 Number of Stock Options (Shares) | 31,500 | 40,000 | 40,000 | |||
Employee Stock Option | Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||
Outstanding — January 1 (in shares) | 4,370,826 | |||||
Granted (in shares) | 1,418,087 | |||||
Exercised (in shares) | 314,563 | |||||
Forfeited (in shares) | -208,014 | |||||
Expired (in shares) | -20,024 | |||||
Outstanding — December 31 (in shares) | 5,246,312 | 4,370,826 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||||
Outstanding — January 1 (USD per share) | $7.60 | |||||
Granted (USD per share) | $13.37 | |||||
Exercised (USD per share) | $5.65 | |||||
Forfeited (USD per share) | $12.16 | |||||
Expired (USD per share) | $13.84 | |||||
Outstanding — December 31 (USD per share) | $9.07 | $7.60 | ||||
Outstanding, Weighted Average Remaining Contractual Term (Years) | 6 years 4 months 24 days | |||||
Outstanding, Aggregate Intrinsic Value | $32,829 | [1] | ||||
Aggregate Intrinsic Value | 2,622 | [2] | 11,000 | [2] | 11,100 | [2] |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||
Vested and Expected to Vest, December 31, 2014 Number of Stock Options (Shares) | 4,795,880 | |||||
Vested and Expected to Vest, December 31, 2014 Outstanding, Weighted Average Exercise Price (USD per share) | $8.65 | |||||
Vested and Expected to Vest, December 31, 2014 Weighted Average Remaining Contractual Term | 6 years 2 months 8 days | |||||
Vested and Expected to Vest, December 31, 2014 Aggregate Intrinsic Value | 31,978 | [1] | ||||
Vested, December 31, 2014 Number of Stock Options (Shares) | 3,070,114 | |||||
Vested, December 31, 2014 Weighted Average Exercise Price (USD per share) | $6.22 | |||||
Vested, December 31, 2014 Weighted Average Remaining Contractual Term (Years) | 4 years 10 months 17 days | |||||
Vested, December 31, 2014 Aggregate Intrinsic Value | $27,878 | [1] | ||||
[1] | Represents the total difference between the Company's closing stock price on the last trading day of period reported on and the stock option exercise price, multiplied by the number of in-the-money options as of the period reported on. The amount of intrinsic value will change based on the fair market value of the Company's stock. | |||||
[2] | Represents the total difference between the Company's stock price at the time of exercise and the stock option exercise price, multiplied by the number of options exercised. |
StockBased_Compensation_Outsta
Stock-Based Compensation (Outstanding Stock Options Grants) (Details) (Employee Stock Option, Common Stock, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
$1.64 - $2.94 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Range, Lower Range Limit | $1.64 |
Exercise Price Range, Upper Range Limit | $2.94 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Granted Stock Options Outstanding | 724,715 |
Weighted- Average Remaining Contractual Life (Years) | 3 years 3 months 18 days |
Weighted- Average Exercise Price | $2.58 |
Granted Stock Options Exercisable | 724,715 |
Weighted- Average Exercise Price | $2.58 |
$2.95 - $4.41 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Range, Lower Range Limit | $2.95 |
Exercise Price Range, Upper Range Limit | $4.41 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Granted Stock Options Outstanding | 837,352 |
Weighted- Average Remaining Contractual Life (Years) | 4 years 0 months 0 days |
Weighted- Average Exercise Price | $3.94 |
Granted Stock Options Exercisable | 837,352 |
Weighted- Average Exercise Price | $3.94 |
$4.42 - $7.25 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Range, Lower Range Limit | $4.42 |
Exercise Price Range, Upper Range Limit | $7.25 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Granted Stock Options Outstanding | 657,217 |
Weighted- Average Remaining Contractual Life (Years) | 5 years 1 month 6 days |
Weighted- Average Exercise Price | $5.34 |
Granted Stock Options Exercisable | 573,634 |
Weighted- Average Exercise Price | $5.10 |
$7.26 - $11.62 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Range, Lower Range Limit | $7.26 |
Exercise Price Range, Upper Range Limit | $11.62 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Granted Stock Options Outstanding | 670,785 |
Weighted- Average Remaining Contractual Life (Years) | 6 years 8 months 12 days |
Weighted- Average Exercise Price | $9.41 |
Granted Stock Options Exercisable | 424,706 |
Weighted- Average Exercise Price | $9.14 |
$11.63 - $13.16 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Range, Lower Range Limit | $11.63 |
Exercise Price Range, Upper Range Limit | $13.16 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Granted Stock Options Outstanding | 171,048 |
Weighted- Average Remaining Contractual Life (Years) | 8 years 1 month 6 days |
Weighted- Average Exercise Price | $12.23 |
Granted Stock Options Exercisable | 43,674 |
Weighted- Average Exercise Price | $12.37 |
$13.17 - $13.24 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Range, Lower Range Limit | $13.17 |
Exercise Price Range, Upper Range Limit | $13.24 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Granted Stock Options Outstanding | 879,833 |
Weighted- Average Remaining Contractual Life (Years) | 9 years 3 months 18 days |
Weighted- Average Exercise Price | $13.17 |
Granted Stock Options Exercisable | 108,918 |
Weighted- Average Exercise Price | $13.18 |
$13.25 - $14.15 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Range, Lower Range Limit | $13.25 |
Exercise Price Range, Upper Range Limit | $14.15 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Granted Stock Options Outstanding | 654,188 |
Weighted- Average Remaining Contractual Life (Years) | 8 years 3 months 18 days |
Weighted- Average Exercise Price | $13.81 |
Granted Stock Options Exercisable | 202,493 |
Weighted- Average Exercise Price | $13.84 |
$14.16 - $17.86 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Range, Lower Range Limit | $14.16 |
Exercise Price Range, Upper Range Limit | $17.86 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Granted Stock Options Outstanding | 651,174 |
Weighted- Average Remaining Contractual Life (Years) | 8 years 3 months 18 days |
Weighted- Average Exercise Price | $15.18 |
Granted Stock Options Exercisable | 154,622 |
Weighted- Average Exercise Price | $15.09 |
$1.64 - $17.86 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Range, Lower Range Limit | $1.64 |
Exercise Price Range, Upper Range Limit | $17.86 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Granted Stock Options Outstanding | 5,246,312 |
Weighted- Average Remaining Contractual Life (Years) | 6 years 4 months 24 days |
Weighted- Average Exercise Price | $9.07 |
Granted Stock Options Exercisable | 3,070,114 |
Weighted- Average Exercise Price | $6.22 |
StockBased_Compensation_Weight
Stock-Based Compensation (Weighted Average Grant Date Fair Value) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested as of December 31, (in shares) | 135,000 | 135,000 | ||
Unvested as of December 31, (in shares) | 10,000 | 135,000 | 135,000 | |
Granted, Weighted Average Fair Value Per Share at Grant Date (in shares) | $13.25 | $14.60 | $12.67 | |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested as of December 31, (in shares) | 947,594 | [1] | ||
Granted (in shares) | 306,119 | [1] | ||
Cancelled (in shares) | -43,416 | [1] | ||
Vested (in shares) | -537,990 | [1] | ||
Unvested as of December 31, (in shares) | 672,307 | [1] | ||
Unvested, December 31, 2013, Weighted Average Fair Value per Share at Grant Date (in shares) | $10.54 | |||
Granted, Weighted Average Fair Value Per Share at Grant Date (in shares) | $13.25 | |||
Forfeited, Weighted Average Fair Value Per Share at Grant Date (in shares) | $12.62 | |||
Vested, Weighted Average Fair Value Per Share at Grant Date (in shares) | $10.39 | |||
Unvested, December 31, 2014, Weighted Average Fair Value per Share at Grant Date (in shares) | $11.76 | |||
Granted Shares, Grant Date Fair Value | $4,056 | |||
Vest Date Fair Value | $7,619,000 | [2] | ||
Performance Stock Units | Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 133,628 | [1] | ||
[1] | Shares granted in 2014 include 133,628 performance stock units that have certain performance conditions required to be achieved to vest. | |||
[2] | Represents the Company's stock price on the vesting date multiplied by the number of vested shares. |
Credit_Facilities_Details
Credit Facilities (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Dec. 10, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 03, 2013 | Mar. 31, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | Jun. 12, 2013 | Feb. 03, 2015 | |
Line of Credit Facility [Line Items] | |||||||||||||
Proceeds from convertible debt | $0 | $86,250,000 | $0 | ||||||||||
Amortization of debt issuance costs | 0 | -3,657,000 | 0 | ||||||||||
Convertible notes | 70,407,000 | 67,101,000 | |||||||||||
Payments of derivative issuance costs | 7,400,000 | ||||||||||||
Letters of credit outstanding, amount | 5,400,000 | ||||||||||||
Revolving Credit Facility | Wells Fargo Bank | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Letters of credit outstanding, amount | 6,000,000 | ||||||||||||
Debt covenant, minimum current ratio | 2 | ||||||||||||
Revolving Credit Facility | Wells Fargo Bank | Subsequent Event | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | 20,000,000 | ||||||||||||
Revolving Credit Facility | Wells Fargo Bank | Year ended December 31, 2013 | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt covenant, maximum operating loss | 40,000,000 | 11,000,000 | 18,000,000 | 22,000,000 | |||||||||
Debt covenant, maximum capital expenditures | 14,500,000 | 6,000,000 | |||||||||||
Debt covenant, maximum operating lease expenditures | 3,000,000 | ||||||||||||
Revolving Credit Facility | Wells Fargo Bank | Year ended December 31, 2013 | Forecast | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt covenant, maximum operating loss | 13,500,000 | 23,000,000 | 35,000,000 | ||||||||||
Revolving Credit Facility | Wells Fargo Bank | Prime Rate | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, basis spread on variable rate | 1.00% | ||||||||||||
Letter of Credit | Wells Fargo Bank | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | 7,500,000 | ||||||||||||
Convertible Senior Notes | 2.25% Convertible Senior Notes | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Convertible notes, face amount | 86,300,000 | ||||||||||||
Convertible notes, stated percentage | 2.25% | ||||||||||||
Proceeds from convertible debt | 82,600,000 | ||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 41.6051 | ||||||||||||
Debt instrument, dedemption price, percentage | 100.00% | ||||||||||||
Convertible debt, conversion ratio | 0.0416051 | ||||||||||||
Convertible debt, conversion price | $24.04 | ||||||||||||
Debt instrument, debt default, declaration by note holders, percentage | 25.00% | ||||||||||||
Debt instrument, fair value | 66,900,000 | ||||||||||||
Debt instrument, embedded conversion option | 19,300,000 | ||||||||||||
Debt instrument, unamortized discount | 3,700,000 | ||||||||||||
Convertible notes | 70,400,000 | ||||||||||||
Deferred financing costs | 2,400,000 | ||||||||||||
Derivative, cap price | 29.02 | ||||||||||||
Convertible Senior Notes | 2.25% Convertible Senior Notes | Minimum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Estimated annual interest expense, debt | 5,700,000 | ||||||||||||
Convertible Senior Notes | 2.25% Convertible Senior Notes | Maximum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Estimated annual interest expense, debt | 6,900,000 | ||||||||||||
Convertible Senior Notes | 2.25% Convertible Senior Notes | Other Assets | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, unamortized discount | 2,900,000 | ||||||||||||
Convertible Senior Notes | 2.25% Convertible Senior Notes | Additional Paid-in Capital | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, unamortized discount | $800,000 | ||||||||||||
Convertible Senior Notes | 2.25% Convertible Senior Notes | On or after December 15, 2016 | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Convertible debt redemption, trading days threshold | 20 | ||||||||||||
Convertible debt redemption, consecutive trading days threshold | 30 days | ||||||||||||
Convertible debt redemption, percentage of stock price trigger, percentage | 130.00% | ||||||||||||
Debt instrument, dedemption price, percentage | 100.00% | ||||||||||||
Convertible Senior Notes | 2.25% Convertible Senior Notes | Business Day Immediately Preceding September 15, 2018 | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Convertible debt redemption, trading days threshold | 20 | ||||||||||||
Convertible debt redemption, consecutive trading days threshold | 30 days | ||||||||||||
Convertible debt redemption, business days threshold | 5 | ||||||||||||
Convertible debt redemption, consecutive business days threshold | 5 years | ||||||||||||
Convertible debt redemption, percentage of stock price trigger, percentage | 130.00% | ||||||||||||
Debt instrument, dedemption price, percentage | 98.00% |
Net_Loss_Per_Share_Details
Net Loss Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 10, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||
Net loss | ($14,782) | ($13,938) | ($8,993) | $5,295 | ($3,412) | ($8,990) | $5,670 | ($9,335) | ($32,418) | ($16,068) | ($35,774) | |
Shares used in computing basic and diluted net loss per share | 65,225 | 62,607 | 59,811 | |||||||||
Basic and diluted net loss per share (in USD per share) | ($0.50) | ($0.26) | ($0.60) | |||||||||
Securities excluded from calculations of net loss per share because impact would have been anti-dilutive | 2,325 | 3,011 | 3,595 | |||||||||
Convertible notes | 70,407 | 67,101 | 70,407 | 67,101 | ||||||||
Incremental Common Shares Attributable to Conversion of Debt Securities | 3,588 | 3,588 | 0 | |||||||||
Employee Stock Option | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||
Securities excluded from calculations of net loss per share because impact would have been anti-dilutive | 1,822 | 2,374 | 2,698 | |||||||||
Restricted Stock | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||
Securities excluded from calculations of net loss per share because impact would have been anti-dilutive | 321 | 403 | 405 | |||||||||
Restricted Stock Units (RSUs) | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||
Securities excluded from calculations of net loss per share because impact would have been anti-dilutive | 182 | 234 | 492 | |||||||||
Convertible Senior Notes | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||
Convertible notes | $86,300 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.25% |
Revenue_by_Geographic_Region_D
Revenue by Geographic Region (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Revenue | $38,847 | $37,150 | $38,327 | $33,264 | $35,249 | $33,260 | $33,964 | $29,784 | $147,588 | $132,257 | $105,946 |
Europe | |||||||||||
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Revenue | 29,131 | 16,101 | 8,404 | ||||||||
Latin America | |||||||||||
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Revenue | 6,509 | 6,118 | 4,859 | ||||||||
Asia/Pacific | |||||||||||
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Revenue | 5,896 | 7,062 | 5,591 | ||||||||
Canada | |||||||||||
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Revenue | 0 | 39 | 0 | ||||||||
Direct | United States | |||||||||||
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Revenue | 106,052 | 102,937 | 87,092 | ||||||||
Distributor | Total ROW | |||||||||||
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Revenue | $12,405 | $13,219 | $10,450 | ||||||||
Geographic Concentration Risk | Sales | |||||||||||
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Concentration Risk, Percentage | 100.00% | 100.00% | 100.00% | ||||||||
Geographic Concentration Risk | Sales | Europe | |||||||||||
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Concentration Risk, Percentage | 19.70% | 12.20% | 7.90% | ||||||||
Geographic Concentration Risk | Sales | Latin America | |||||||||||
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Concentration Risk, Percentage | 4.40% | 4.60% | 4.60% | ||||||||
Geographic Concentration Risk | Sales | Asia/Pacific | |||||||||||
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Concentration Risk, Percentage | 4.00% | 5.30% | 5.30% | ||||||||
Geographic Concentration Risk | Sales | Canada | |||||||||||
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Concentration Risk, Percentage | 0.00% | 0.00% | 0.00% | ||||||||
Geographic Concentration Risk | Sales | Direct | United States | |||||||||||
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Concentration Risk, Percentage | 71.90% | 77.80% | 82.20% | ||||||||
Geographic Concentration Risk | Sales | Distributor | Total ROW | |||||||||||
Schedule of Revenue by Geographic Region [Line Items] | |||||||||||
Concentration Risk, Percentage | 8.40% | 10.00% | 9.90% |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||
Jun. 12, 2013 | Dec. 31, 2014 | Jun. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
option | lease | letters_of_credit | ||||
facility | ||||||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||||||
2015 | $2,620,000 | $2,620,000 | ||||
2016 | 2,353,000 | 2,353,000 | ||||
2017 | 2,320,000 | 2,320,000 | ||||
2018 | 2,255,000 | 2,255,000 | ||||
2019 | 2,296,000 | 2,296,000 | ||||
2020 and thereafter | 25,273,000 | 25,273,000 | ||||
Total | 37,117,000 | 37,117,000 | ||||
Rent Expense | 2,700,000 | 600,000 | 600,000 | |||
Number of Facilities | 2 | |||||
Number of Leases Exited | 1 | |||||
Term of Contract | 15 years | |||||
Number of Renewal Options | 1 | |||||
Renewal Term | 5 years | |||||
Minimum Rentals | 1,900,000 | |||||
Landlord Improvement Allowance | 6,800,000 | |||||
Number of Letters of Credit | 2 | |||||
Letters of Credit Outstanding, Amount | $5,400,000 | |||||
Operating Leases, Future Minimum Payments Due, Base Rent Increases [Abstract] | ||||||
2015 | 3.00% | 3.00% | ||||
2016 | 3.00% | 3.00% | ||||
2017 | 3.00% | 3.00% | ||||
2018 | 3.00% | 3.00% | ||||
2019 | 3.00% | 3.00% | ||||
2020 and beyond | 4.00% | 4.00% | ||||
Office, Research and Development and Manufacturing Facilities | ||||||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||||||
Facility, Area | 129,000 | |||||
Manufacturing Facility | ||||||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||||||
Facility, Area | 57,000 | |||||
Administrative Office | ||||||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||||||
Facility, Area | 3,000 |
Contingently_Issuable_Common_S2
Contingently Issuable Common Stock (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Share data in Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 10, 2010 | Jun. 17, 2014 | Jun. 16, 2014 |
Fair Value of Contingently Issuable Common Stock [Roll Forward] | ||||||
Fair value of contingent payment | $60,900,000 | |||||
Change in fair value of contingent consideration related to acquisition | -7,928,000 | 8,500,000 | 13,700,000 | |||
Fair value of contingent payment | 14,600,000 | 60,900,000 | ||||
Nelix Milestones | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price of common shares | 1.1 | |||||
Contingently issuable shares | 10.2 | |||||
Fair value of contingent payment | 28,200,000 | |||||
OUS Milestone | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price of common shares | 2.7 | |||||
Contingent consideration liability, lower estimate | 10,000,000 | |||||
Contingent consideration liability, upper estimate | 24,000,000 | |||||
Fair Value of Contingently Issuable Common Stock [Roll Forward] | ||||||
Change in fair value of contingent consideration related to acquisition | -38,372,000 | |||||
OUS Milestone | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Shares, Low | 1.3 | |||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Shares, High | 6.9 | |||||
OUS Milestone | Common Stock | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Share price | $7.50 | |||||
OUS Milestone | Common Stock | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Share price | $3.50 | |||||
PMA Milestone | ||||||
Business Acquisition [Line Items] | ||||||
Value of common shares | 15,000,000 | |||||
Closing stock price | $15.29 | |||||
Fair Value Hypothetical Value | 16,800,000 | |||||
PMA Milestone | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Closing stock price | $4.50 | |||||
Nellix | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price of common shares | 3.2 | |||||
Value of common shares | $19,400,000 |
Income_Tax_Expense_Income_and_
Income Tax Expense (Income and Income Tax Expense) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
U.S. | ($9,799) | ($4,123) | ($22,270) |
Foreign | -22,681 | -11,955 | -12,973 |
Net income (loss) before income tax | -32,480 | -16,078 | -35,243 |
Assets, Current [Abstract] | |||
Federal | -20 | 51 | 30 |
State | 181 | 138 | 176 |
Foreign | 34 | -300 | 319 |
Total | 195 | -111 | 525 |
Deferred Tax Assets, Net [Abstract] | |||
Federal | -10 | -116 | 0 |
State | 0 | -16 | 0 |
Foreign | -247 | 233 | 6 |
Total deferred | -257 | 101 | 6 |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Federal | -30 | -65 | 30 |
State | 181 | 122 | 176 |
Foreign | -213 | -67 | 325 |
Income tax (benefit) expense | ($62) | ($10) | $531 |
Income_Tax_Expense_Income_Tax_
Income Tax Expense (Income Tax Expense (Benefit)) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Income tax benefit at federal statutory rate | ($11,043) | ($5,467) | ($11,983) |
State income tax expenses, net of federal benefit | -1,097 | 73 | 116 |
Meals and entertainment | 279 | 298 | 210 |
Research and development credits | -4,897 | 0 | 0 |
Stock-based compensation | 1,161 | 546 | 382 |
Contingent consideration | -2,696 | 2,890 | 4,658 |
Foreign tax rate differential | 1,418 | 656 | 4,736 |
Net change in valuation allowance | 8,930 | 2,417 | 2,244 |
Return to provision true-up | 593 | -1,347 | 0 |
Unrecognized tax benefits | 6,444 | 0 | 0 |
Other, net | 846 | -76 | 168 |
Income tax (benefit) expense | ($62) | ($10) | $531 |
Income_Tax_Expense_Components_
Income Tax Expense (Components of Deferred Tax Assets and Liabilities) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred: | ||
Net operating loss carryforwards | $56,331 | $53,247 |
Accrued expenses | 4,274 | 846 |
Tax credits | 7,368 | 8,590 |
Bad debt | 72 | 131 |
Inventory | 2,121 | 597 |
Capitalized research and development | 3,874 | 3,740 |
Deferred compensation | 2,587 | 3,043 |
Depreciation and amortization | 635 | 0 |
Deferred tax asset | 77,262 | 70,194 |
Valuation allowance | -57,883 | -49,793 |
Total deferred tax assets | 19,379 | 20,401 |
Deferred Tax Liabilities, Net [Abstract] | ||
Depreciation and amortization | 0 | -1,034 |
Convertible debt | -3,595 | -4,116 |
Other | -85 | -377 |
Total deferred tax liabilities | -20,258 | -21,536 |
Net deferred tax liability | -879 | -1,135 |
Trademarks and trade names | ||
Deferred Tax Liabilities, Net [Abstract] | ||
Intangible assets | -1,043 | -1,012 |
Developed Technology and Trademark | ||
Deferred Tax Liabilities, Net [Abstract] | ||
Intangible assets | ($15,535) | ($14,997) |
Income_Tax_Expense_Narrative_D
Income Tax Expense (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Loss Carryforwards [Line Items] | |||
U.S. Federal statutory rate to net income (loss) before taxes | 34.00% | ||
Deferred tax assets, valuation allowance | $57,883,000 | $49,793,000 | |
Change in valuation allowance | 8,100,000 | ||
Net change in valuation allowance, recorded as tax expense | 8,930,000 | 2,417,000 | 2,244,000 |
Deferred tax asset related to compensation benefits as well as Federal and State net operating loss carryforwards | 9,700,000 | ||
Undistributed earnings of foreign subsidiaries | 77,000 | ||
Internal Revenue Service (IRS) | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards, domestic | 143,600,000 | ||
Internal Revenue Service (IRS) | Research Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward amount | 7,000,000 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards, state and local | 103,700,000 | ||
State and Local Jurisdiction | Research Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward amount | 7,500,000 | ||
Income Tax Expense (Benefit) | |||
Operating Loss Carryforwards [Line Items] | |||
Net change in valuation allowance, recorded as tax expense | $8,900,000 |
Income_Tax_Expense_Unrecognize
Income Tax Expense (Unrecognized Tax Benefits - Roll Forward) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Balance at January 1, 2014 | $30 |
Additions for tax positions related to prior periods | 6,788 |
Decreases related to prior year tax positions | -30 |
Lapse of statute of limitations | 0 |
Additions for tax positions related to current period | 1,020 |
Balance at December 31, 2014 | $7,808 |
June_2012_Stock_Sale_Details
June 2012 Stock Sale (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||
Share data in Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Jun. 30, 2012 | Dec. 31, 2014 | Jun. 07, 2012 | Jun. 05, 2012 |
transaction | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Legal fees | $819,000 | ||||
Piper | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common shares sold | 0.4 | 2.7 | |||
Sale of common stock, price per share | $13 | $13 | |||
Number of transactions | 2 | ||||
Gross proceeds | 40,300,000 | ||||
Legal fees | 100,000 | ||||
Professional fees | $200,000 |
Business_Combination_Details
Business Combination (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Business Combinations [Abstract] | |||||
Goodwill | $28,866,000 | [1],[2] | $29,103,000 | [1],[2] | |
Amortization expense | $600,000 | $300,000 | $700,000 | ||
[1] | Regulatory approval for Intuitrak in Japan acquired through an amendment with a distributor in the fourth quarter of 2014. | ||||
[2] | Difference in goodwill value between these dates is solely due to a foreign currency translation adjustment. |
Quarterly_Results_of_Operation2
Quarterly Results of Operations (unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $38,847 | $37,150 | $38,327 | $33,264 | $35,249 | $33,260 | $33,964 | $29,784 | $147,588 | $132,257 | $105,946 |
Gross Profit | 29,408 | 23,577 | 28,507 | 24,295 | 26,077 | 25,898 | 25,004 | 22,528 | 41,801 | 32,750 | 25,282 |
Operating expenses | 40,539 | 32,504 | 32,279 | 29,611 | 27,217 | 28,116 | 27,524 | 27,018 | 134,933 | 109,875 | 102,555 |
Net loss | ($14,782) | ($13,938) | ($8,993) | $5,295 | ($3,412) | ($8,990) | $5,670 | ($9,335) | ($32,418) | ($16,068) | ($35,774) |
Basic loss per share (in USD per share) | ($0.22) | ($0.21) | ($0.14) | $0.08 | ($0.05) | ($0.14) | $0.09 | ($0.16) | |||
Diluted loss per share (in USD per share) | ($0.22) | ($0.21) | ($0.14) | $0.08 | ($0.05) | ($0.14) | $0.09 | ($0.16) |
Schedule_II_Valuation_and_Qual1
Schedule II - Valuation and Qualifying Accounts (Details) (Allowance for Doubtful Accounts, USD $) | 12 Months Ended | ||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | |||
Allowance for Doubtful Accounts | |||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||||||
Balance at Beginning of Period | $399 | $472 | $161 | ||||
Additions to Bad Debt Expense or Deferred Tax Asset | 0 | 204 | 325 | ||||
Charged to Other Accounts | 0 | 0 | 0 | ||||
Deductions | -214 | [1] | -277 | [1] | -14 | [1] | |
Balance at End of Period | $185 | $399 | $472 | $161 | |||
[1] | Deductions represent the actual write-off of accounts receivable balances. |