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Share Name | Share Symbol | Market | Type |
---|---|---|---|
(MM) | NASDAQ:VOLC | NASDAQ | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 17.99 | 0.00 | 01:00:00 |
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þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
33-0928885
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(State or other jurisdiction of
|
|
(I.R.S. Employer
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incorporation or organization)
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|
Identification Number)
|
|
|
|
3721 Valley Centre Drive, Suite 500
San Diego, CA
|
|
92130
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(Address of principal executive offices)
|
|
(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Class
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|
Outstanding at August 4, 2014
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Common stock, $0.001 par value
|
|
51,460,461
|
|
|
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||
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||
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Item 1.
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Financial Statements
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
56,182
|
|
|
$
|
107,159
|
|
Short-term available-for-sale investments
|
|
149,981
|
|
|
230,775
|
|
||
Accounts receivable, net
|
|
85,097
|
|
|
81,962
|
|
||
Inventories
|
|
72,170
|
|
|
60,970
|
|
||
Prepaid expenses and other current assets
|
|
24,960
|
|
|
28,525
|
|
||
Total current assets
|
|
388,390
|
|
|
509,391
|
|
||
Long-term available-for-sale investments
|
|
35,510
|
|
|
34,750
|
|
||
Property and equipment, net
|
|
122,471
|
|
|
118,094
|
|
||
Intangible assets, net
|
|
126,970
|
|
|
58,108
|
|
||
Goodwill
|
|
150,882
|
|
|
55,087
|
|
||
Other non-current assets
|
|
56,330
|
|
|
56,489
|
|
||
Total assets
|
|
$
|
880,553
|
|
|
$
|
831,919
|
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Liabilities and Stockholders’ Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
13,207
|
|
|
$
|
19,137
|
|
Accrued compensation
|
|
28,277
|
|
|
26,918
|
|
||
Accrued expenses and other current liabilities
|
|
29,979
|
|
|
28,453
|
|
||
Deferred revenues
|
|
11,119
|
|
|
10,652
|
|
||
Contingent consideration
|
|
14,450
|
|
|
3,750
|
|
||
Total current liabilities
|
|
97,032
|
|
|
88,910
|
|
||
Convertible senior notes
|
|
410,868
|
|
|
401,012
|
|
||
Other long-term debt
|
|
1,208
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|
|
1,268
|
|
||
Deferred revenues
|
|
4,802
|
|
|
5,079
|
|
||
Contingent consideration, non-current portion
|
|
52,984
|
|
|
29,888
|
|
||
Other non-current liabilities
|
|
6,523
|
|
|
5,960
|
|
||
Total liabilities
|
|
573,417
|
|
|
532,117
|
|
||
Commitments and contingencies
(Note 4)
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, par value of $0.001; 10,000 shares authorized; no shares issued and outstanding at June 30, 2014 and December 31, 2013
|
|
—
|
|
|
—
|
|
||
Common stock, par value of $0.001; 250,000 shares authorized at June 30, 2014 and December 31, 2013; 51,321 and 51,530 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively
|
|
51
|
|
|
52
|
|
||
Additional paid-in capital
|
|
437,098
|
|
|
420,234
|
|
||
Accumulated other comprehensive loss
|
|
(2,995
|
)
|
|
(4,088
|
)
|
||
Accumulated deficit
|
|
(127,018
|
)
|
|
(116,396
|
)
|
||
Total stockholders’ equity
|
|
307,136
|
|
|
299,802
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
880,553
|
|
|
$
|
831,919
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues
|
$
|
102,605
|
|
|
$
|
101,344
|
|
|
$
|
197,133
|
|
|
$
|
194,575
|
|
Cost of revenues, excluding amortization of
intangibles
|
37,711
|
|
|
36,039
|
|
|
72,794
|
|
|
69,166
|
|
||||
Gross profit
|
64,894
|
|
|
65,305
|
|
|
124,339
|
|
|
125,409
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
49,353
|
|
|
45,734
|
|
|
99,664
|
|
|
89,563
|
|
||||
Research and development
|
13,700
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|
|
17,954
|
|
|
27,657
|
|
|
33,605
|
|
||||
Amortization of intangibles
|
1,818
|
|
|
820
|
|
|
3,601
|
|
|
1,654
|
|
||||
Acquisition-related items
|
(6,441
|
)
|
|
911
|
|
|
(5,405
|
)
|
|
2,489
|
|
||||
Restructuring (benefits) charges
|
(841
|
)
|
|
—
|
|
|
32
|
|
|
—
|
|
||||
Total operating expenses
|
57,589
|
|
|
65,419
|
|
|
125,549
|
|
|
127,311
|
|
||||
Operating income (loss)
|
7,305
|
|
|
(114
|
)
|
|
(1,210
|
)
|
|
(1,902
|
)
|
||||
Interest income
|
281
|
|
|
305
|
|
|
596
|
|
|
643
|
|
||||
Interest expense
|
(7,320
|
)
|
|
(6,607
|
)
|
|
(14,498
|
)
|
|
(13,152
|
)
|
||||
Exchange rate (loss) gain
|
(13
|
)
|
|
(301
|
)
|
|
71
|
|
|
(1,079
|
)
|
||||
Other, net
|
14
|
|
|
2,279
|
|
|
124
|
|
|
4,177
|
|
||||
Income (loss) before income tax
|
267
|
|
|
(4,438
|
)
|
|
(14,917
|
)
|
|
(11,313
|
)
|
||||
Income tax benefit
|
(15
|
)
|
|
(2,050
|
)
|
|
(4,295
|
)
|
|
(5,764
|
)
|
||||
Net income (loss)
|
$
|
282
|
|
|
$
|
(2,388
|
)
|
|
$
|
(10,622
|
)
|
|
$
|
(5,549
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.01
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.10
|
)
|
Diluted
|
$
|
0.01
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.10
|
)
|
Shares used in calculating net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
51,300
|
|
|
54,574
|
|
|
51,630
|
|
|
54,389
|
|
||||
Diluted
|
51,674
|
|
|
54,574
|
|
|
51,630
|
|
|
54,389
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income (loss)
|
$
|
282
|
|
|
$
|
(2,388
|
)
|
|
$
|
(10,622
|
)
|
|
$
|
(5,549
|
)
|
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
206
|
|
|
363
|
|
|
1,753
|
|
|
5
|
|
||||
Changes in unrealized loss on available-for-sale investments, net of tax
|
(44
|
)
|
|
(169
|
)
|
|
(40
|
)
|
|
(194
|
)
|
||||
Changes in unrealized (losses) gain on foreign currency forward exchange contracts, net of tax
|
(357
|
)
|
|
8
|
|
|
(620
|
)
|
|
8
|
|
||||
Other comprehensive (loss) income
|
(195
|
)
|
|
202
|
|
|
1,093
|
|
|
(181
|
)
|
||||
Comprehensive income (loss)
|
$
|
87
|
|
|
$
|
(2,186
|
)
|
|
$
|
(9,529
|
)
|
|
$
|
(5,730
|
)
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at December 31, 2013
|
|
51,530
|
|
|
$
|
52
|
|
|
$
|
420,234
|
|
|
$
|
(4,088
|
)
|
|
$
|
(116,396
|
)
|
|
$
|
299,802
|
|
Issuance of common stock under equity compensation plans
|
|
940
|
|
|
—
|
|
|
9,541
|
|
|
—
|
|
|
—
|
|
|
9,541
|
|
|||||
Employee stock-based compensation cost
|
|
—
|
|
|
—
|
|
|
7,616
|
|
|
—
|
|
|
—
|
|
|
7,616
|
|
|||||
Common stock repurchase/retirement
|
|
(1,149
|
)
|
|
(1
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Tax expense related to stock-based compensation
|
|
—
|
|
|
—
|
|
|
(295
|
)
|
|
—
|
|
|
—
|
|
|
(295
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,622
|
)
|
|
(10,622
|
)
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,093
|
|
|
—
|
|
|
1,093
|
|
|||||
Balance at June 30, 2014
|
|
51,321
|
|
|
$
|
51
|
|
|
$
|
437,098
|
|
|
$
|
(2,995
|
)
|
|
$
|
(127,018
|
)
|
|
$
|
307,136
|
|
|
Six Months Ended
June 30, |
||||||
|
2014
|
|
2013
|
||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(10,622
|
)
|
|
$
|
(5,549
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
15,212
|
|
|
12,223
|
|
||
Amortization (accretion) of investment premium (discount), net
|
1,866
|
|
|
1,378
|
|
||
Accretion of debt discount on convertible senior notes and other long-term debt
|
9,881
|
|
|
9,341
|
|
||
Change in contingent consideration
|
(6,204
|
)
|
|
1,656
|
|
||
Non-cash stock compensation expense
|
7,515
|
|
|
7,847
|
|
||
Asset impairment related to restructuring
|
818
|
|
|
—
|
|
||
Gain on sale of other long-term investment
|
(365
|
)
|
|
(1,925
|
)
|
||
Effect of exchange rate changes and others
|
(953
|
)
|
|
9,139
|
|
||
Deferred income taxes
|
1,014
|
|
|
—
|
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
||||
Accounts receivable
|
(2,312
|
)
|
|
(5,468
|
)
|
||
Inventories
|
(8,462
|
)
|
|
(6,807
|
)
|
||
Prepaid expenses and other assets
|
(5,585
|
)
|
|
(11,076
|
)
|
||
Accounts payable
|
(7,599
|
)
|
|
(6,156
|
)
|
||
Accrued compensation
|
1,313
|
|
|
846
|
|
||
Accrued expenses and other liabilities
|
2,333
|
|
|
(3,860
|
)
|
||
Deferred revenues
|
209
|
|
|
(62
|
)
|
||
Net cash (used in) provided by operating activities
|
(1,941
|
)
|
|
1,527
|
|
||
Investing activities
|
|
|
|
||||
Purchase of short-term and long-term available-for-sale securities
|
(120,514
|
)
|
|
(154,887
|
)
|
||
Sale or maturity of short-term and long-term available-for-sale securities
|
198,621
|
|
|
139,494
|
|
||
Capital expenditures
|
(14,661
|
)
|
|
(18,490
|
)
|
||
Cash paid for intangible assets and other investments
|
(4,941
|
)
|
|
(1,692
|
)
|
||
Proceeds from sale of other long-term investments
|
365
|
|
|
3,426
|
|
||
Cash paid related to acquisitions, net of cash acquired
|
(114,791
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(55,921
|
)
|
|
(32,149
|
)
|
||
Financing activities
|
|
|
|
||||
Repayment of capital lease liability
|
(19
|
)
|
|
(15
|
)
|
||
Cash paid to settle contingent liability related to acquisition
|
(2,900
|
)
|
|
—
|
|
||
Proceeds from sale of common stock under employee stock purchase plan
|
1,851
|
|
|
1,713
|
|
||
Proceeds from exercise of common stock options
|
7,691
|
|
|
1,185
|
|
||
Net cash provided by financing activities
|
6,623
|
|
|
2,883
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
262
|
|
|
(1,136
|
)
|
||
Net decrease in cash and cash equivalents
|
(50,977
|
)
|
|
(28,875
|
)
|
||
Cash and cash equivalents, beginning of period
|
107,159
|
|
|
330,635
|
|
||
Cash and cash equivalents, end of period
|
$
|
56,182
|
|
|
$
|
301,760
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
4,384
|
|
|
$
|
4,183
|
|
Cash paid for income taxes
|
$
|
1,246
|
|
|
$
|
1,860
|
|
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||||
|
2014
|
|
2013
|
2014
|
|
2013
|
||||||||
Net income (loss)
|
$
|
282
|
|
|
$
|
(2,388
|
)
|
$
|
(10,622
|
)
|
|
$
|
(5,549
|
)
|
Weighted average common shares outstanding for basic
|
51,300
|
|
|
54,574
|
|
51,630
|
|
|
54,389
|
|
||||
Weighted average common shares outstanding for diluted
|
51,674
|
|
|
54,574
|
|
51,630
|
|
|
54,389
|
|
||||
Net income (loss) per share:
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.01
|
|
|
$
|
(0.04
|
)
|
$
|
(0.21
|
)
|
|
$
|
(0.10
|
)
|
Diluted
|
$
|
0.01
|
|
|
$
|
(0.04
|
)
|
$
|
(0.21
|
)
|
|
$
|
(0.10
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Fair value measurement at beginning of period
|
$
|
31,504
|
|
|
$
|
31,167
|
|
|
$
|
33,638
|
|
|
$
|
30,231
|
|
Change in fair value measurement included in operating expenses
|
(7,214
|
)
|
|
720
|
|
|
(6,348
|
)
|
|
1,656
|
|
||||
Contingent consideration settled and other
|
—
|
|
|
(200
|
)
|
|
(3,000
|
)
|
|
(200
|
)
|
||||
Fair value measurement at end of period
|
24,290
|
|
|
31,687
|
|
|
24,290
|
|
|
31,687
|
|
At June 30, 2014
|
||||||||||||||||
|
|
Amortized
Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Short-term:
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
|
$
|
131,919
|
|
|
$
|
54
|
|
|
$
|
15
|
|
|
$
|
131,958
|
|
U.S. Treasury and agency debt securities
|
|
18,005
|
|
|
18
|
|
|
—
|
|
|
18,023
|
|
||||
Short-term available-for-sale investments
|
|
$
|
149,924
|
|
|
$
|
72
|
|
|
$
|
15
|
|
|
$
|
149,981
|
|
Long-term:
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
|
$
|
35,530
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
35,510
|
|
U.S. Treasury and agency debt securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Long-term available for sale investments
|
|
$
|
35,530
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
35,510
|
|
At December 31, 2013
|
||||||||||||||||
|
|
Amortized
Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Short-term:
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
|
$
|
164,570
|
|
|
$
|
72
|
|
|
$
|
4
|
|
|
$
|
164,638
|
|
U.S. Treasury and agency debt securities
|
|
66,153
|
|
|
2
|
|
|
18
|
|
|
66,137
|
|
||||
Short-term available-for-sale investments
|
|
$
|
230,723
|
|
|
$
|
74
|
|
|
$
|
22
|
|
|
$
|
230,775
|
|
Long-term:
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
|
$
|
11,697
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
11,727
|
|
U.S. Treasury and agency debt securities
|
|
23,008
|
|
|
15
|
|
|
—
|
|
|
23,023
|
|
||||
Long-term available for sale investments
|
|
$
|
34,705
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
34,750
|
|
|
|
At June 30, 2014
|
||||||
|
|
Estimated
Fair Value
|
|
Gross Unrealized
Losses
|
||||
Corporate debt securities
|
|
$
|
77,621
|
|
|
$
|
36
|
|
U.S. Treasury and agency debt securities
|
|
—
|
|
|
—
|
|
||
|
|
$
|
77,621
|
|
|
$
|
36
|
|
|
|
At December 31, 2013
|
||||||
|
|
Estimated
Fair Value
|
|
Gross Unrealized
Losses
|
||||
Corporate debt securities
|
|
$
|
21,226
|
|
|
$
|
4
|
|
U.S. Treasury and agency debt securities
|
|
40,982
|
|
|
18
|
|
||
|
|
$
|
62,208
|
|
|
$
|
22
|
|
|
At June 30, 2014
|
||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
Balance sheet location
|
|
Fair Value
|
|
Balance sheet location
|
|
Fair Value
|
|||||
Derivatives Designated as Hedging Instruments
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Other current assets
|
|
$
|
127
|
|
|
Other current liabilities
|
|
$
|
397
|
|
Foreign exchange forward contracts
|
Other long-term assets
|
|
26
|
|
|
Other long-term liabilities
|
|
34
|
|
||
Total Derivatives Designated as Hedging Instruments
|
|
|
153
|
|
|
|
|
431
|
|
||
|
|
|
|
|
|
|
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Other current assets
|
|
503
|
|
|
Other current liabilities
|
|
592
|
|
||
Total Derivatives Not Designated as Hedging Instruments
|
|
|
503
|
|
|
|
|
592
|
|
||
|
|
|
|
|
|
|
|
||||
Total Derivatives
|
|
|
$
|
656
|
|
|
|
|
$
|
1,023
|
|
|
As of December 31, 2013
|
||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
Balance sheet location
|
|
Fair Value
|
|
Balance sheet location
|
|
Fair Value
|
|||||
Derivatives Designated as Hedging Instruments
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Other current assets
|
|
$
|
954
|
|
|
Other current liabilities
|
|
$
|
251
|
|
Foreign exchange forward contracts
|
Other long-term assets
|
|
81
|
|
|
Other long-term liabilities
|
|
—
|
|
||
Total Derivatives Designated as Hedging Instruments
|
|
|
1,035
|
|
|
|
|
251
|
|
||
|
|
|
|
|
|
|
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Other current assets
|
|
1,953
|
|
|
Other current liabilities
|
|
1,164
|
|
||
Total Derivatives Not Designated as Hedging Instruments
|
|
|
1,953
|
|
|
|
|
1,164
|
|
||
|
|
|
|
|
|
|
|
||||
Total Derivatives
|
|
|
$
|
2,988
|
|
|
|
|
$
|
1,415
|
|
|
As of June 30, 2014
|
|||||||||||||
|
|
|
Gross Amount Not Offset on the Balance Sheet
|
|
|
|||||||||
|
Gross Amount of Recognized Assets (Liabilities)
|
|
Financial Instruments
|
|
Cash Collateral (Received) or Pledged
|
|
Net Amount
|
|||||||
Derivative Assets
|
|
|
|
|
|
|
|
|||||||
Foreign exchange forward contracts
|
$
|
656
|
|
|
$
|
(656
|
)
|
|
—
|
|
|
$
|
—
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
|||||||
Foreign exchange forward contracts
|
(1,023
|
)
|
|
656
|
|
|
—
|
|
|
(367
|
)
|
|||
Total
|
$
|
(367
|
)
|
|
—
|
|
|
—
|
|
|
(367
|
)
|
|
As of December 31, 2013
|
|||||||||||||
|
|
|
Gross Amount Not Offset on the Balance Sheet
|
|
|
|||||||||
|
Gross Amount of Recognized Assets (Liabilities)
|
|
Financial Instruments
|
|
Cash Collateral (Received) or Pledged
|
|
Net Amount
|
|||||||
Derivative Assets
|
|
|
|
|
|
|
|
|||||||
Foreign exchange forward contracts
|
$
|
2,988
|
|
|
$
|
(1,415
|
)
|
|
—
|
|
|
$
|
1,573
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
|||||||
Foreign exchange forward contracts
|
(1,415
|
)
|
|
1,415
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
1,573
|
|
|
—
|
|
|
—
|
|
|
1,573
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Derivatives Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|
||||||||
Gain (loss) recognized in other comprehensive income on foreign currency forward contracts (effective portion)
|
|
$
|
(287
|
)
|
|
$
|
8
|
|
|
$
|
(658
|
)
|
|
$
|
8
|
|
Gain (loss) reclassified from accumulated other comprehensive income into cost of revenue (effective portion)
|
|
263
|
|
|
—
|
|
|
297
|
|
|
—
|
|
||||
Gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
|
|
(47
|
)
|
|
(32
|
)
|
|
(40
|
)
|
|
(32
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|
||||||||
Gain (loss) recognized in exchange rate gain (loss), net
|
|
$
|
(417
|
)
|
|
$
|
1,966
|
|
|
$
|
(942
|
)
|
|
$
|
5,882
|
|
•
|
Level 1—Valuations based on quoted prices for identical assets or liabilities in active markets at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Our Level 1 assets consist of money market funds and U.S. Treasury and agency debt securities.
|
•
|
Level 2—Valuations based on quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data, such as alternative pricing sources with reasonable levels of price transparency. Our Level 2 assets consist of corporate debt securities including commercial paper, corporate bonds, certificates of deposit and foreign currency forward contracts.
|
•
|
Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Our Level 3 liability includes the contingent consideration related to the Crux acquisition and the other long-term debt related to the Sync-Rx acquisition.
|
|
|
Fair Value Measurements at June 30, 2014
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Current:
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
$
|
26,897
|
|
|
$
|
26,897
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Money market funds
|
|
29,285
|
|
|
29,285
|
|
|
—
|
|
|
—
|
|
||||
Corporate debt securities
|
|
131,958
|
|
|
—
|
|
|
131,958
|
|
|
—
|
|
||||
U.S. Treasury and agency debt securities
|
|
18,023
|
|
|
18,023
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency forward contracts
|
|
630
|
|
|
—
|
|
|
630
|
|
|
—
|
|
||||
Non-current:
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
|
35,510
|
|
|
—
|
|
|
35,510
|
|
|
—
|
|
||||
U.S. Treasury and agency debt securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency forward contracts
|
|
26
|
|
|
—
|
|
|
26
|
|
|
—
|
|
||||
Total assets measured at fair value
|
|
$
|
242,329
|
|
|
$
|
74,205
|
|
|
$
|
168,124
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Current:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
$
|
989
|
|
|
$
|
—
|
|
|
$
|
989
|
|
|
$
|
—
|
|
Contingent consideration, current portion (1)
|
|
14,450
|
|
|
—
|
|
|
—
|
|
|
14,450
|
|
||||
Non-current:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
34
|
|
|
—
|
|
|
34
|
|
|
—
|
|
||||
Other long-term debt
|
|
1,208
|
|
|
—
|
|
|
—
|
|
|
1,208
|
|
||||
Contingent consideration
|
|
52,984
|
|
|
—
|
|
|
—
|
|
|
52,984
|
|
||||
Total liabilities measured at fair value
|
|
$
|
69,665
|
|
|
$
|
—
|
|
|
$
|
1,023
|
|
|
$
|
68,642
|
|
(1)
|
This amount is reflected net of the fair value of the working capital receivable in the amount of
$1.3 million
at
June 30, 2014
.
|
|
|
Fair Value Measurements at December 31, 2013
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Current:
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
$
|
98,436
|
|
|
$
|
98,436
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Money market funds
|
|
8,723
|
|
|
8,723
|
|
|
—
|
|
|
—
|
|
||||
Corporate debt securities
|
|
164,638
|
|
|
—
|
|
|
164,638
|
|
|
—
|
|
||||
U.S. Treasury and agency debt securities
|
|
66,137
|
|
|
66,137
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency forward contracts
|
|
2,907
|
|
|
—
|
|
|
2,907
|
|
|
—
|
|
||||
Non-current:
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
|
11,727
|
|
|
—
|
|
|
11,727
|
|
|
—
|
|
||||
U.S. Treasury and agency debt securities
|
|
23,023
|
|
|
23,023
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency forward contracts
|
|
81
|
|
|
—
|
|
|
81
|
|
|
—
|
|
||||
Total assets measured at fair value
|
|
$
|
375,672
|
|
|
$
|
196,319
|
|
|
$
|
179,353
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Current:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
$
|
1,415
|
|
|
$
|
—
|
|
|
$
|
1,415
|
|
|
$
|
—
|
|
Contingent consideration, current portion (1)
|
|
3,750
|
|
|
—
|
|
|
—
|
|
|
3,750
|
|
||||
Non-current:
|
|
|
|
|
|
|
|
|
||||||||
Other long-term debt
|
|
1,268
|
|
|
—
|
|
|
—
|
|
|
1,268
|
|
||||
Contingent consideration
|
|
29,888
|
|
|
—
|
|
|
—
|
|
|
29,888
|
|
||||
Total liabilities measured at fair value
|
|
$
|
36,321
|
|
|
$
|
—
|
|
|
$
|
1,415
|
|
|
$
|
34,906
|
|
(1)
|
This amount is reflected net of the fair value of the working capital receivable in the amount of
$1.2 million
at
December 31, 2013
.
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Finished goods (1)
|
|
$
|
32,956
|
|
|
$
|
27,237
|
|
Work-in-process
|
|
13,192
|
|
|
12,051
|
|
||
Raw materials
|
|
26,022
|
|
|
21,682
|
|
||
|
|
$
|
72,170
|
|
|
$
|
60,970
|
|
(1)
|
Finished goods inventory includes consigned inventory of
$6.4 million
and
$5.6 million
at
June 30, 2014
and
December 31, 2013
, respectively.
|
|
|
June 30, 2014
|
||||||||||||
Intangible assets subject to amortization
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
Weighted-
Average Life
(in years) (1)
|
||||||
Developed technology
|
|
$
|
120,781
|
|
|
$
|
20,088
|
|
|
$
|
100,693
|
|
|
12.3
|
Licenses
|
|
7,479
|
|
|
7,127
|
|
|
352
|
|
|
8.8
|
|||
Customer relationships
|
|
4,239
|
|
|
4,063
|
|
|
176
|
|
|
6.1
|
|||
Patents and trademarks
|
|
13,855
|
|
|
3,108
|
|
|
10,747
|
|
|
13.8
|
|||
Covenant not to compete
|
|
600
|
|
|
158
|
|
|
442
|
|
|
3.0
|
|||
|
|
146,954
|
|
|
34,544
|
|
|
112,410
|
|
|
12.0
|
|||
Intangible assets not yet subject to amortization
|
|
|
|
|
|
|
|
|
||||||
In-process research and development
|
|
14,560
|
|
|
—
|
|
|
14,560
|
|
|
n/a
|
|||
|
|
$
|
161,514
|
|
|
$
|
34,544
|
|
|
$
|
126,970
|
|
|
|
|
|
December 31, 2013
|
||||||||||||
Intangible assets subject to amortization
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
Weighted-
Average Life
(in years) (1)
|
||||||
Developed technology
|
|
$
|
57,507
|
|
|
$
|
16,393
|
|
|
$
|
41,114
|
|
|
8.6
|
Licenses
|
|
7,441
|
|
|
7,102
|
|
|
339
|
|
|
8.8
|
|||
Customer relationships
|
|
4,441
|
|
|
4,312
|
|
|
129
|
|
|
6.1
|
|||
Patents and trademarks
|
|
13,668
|
|
|
2,894
|
|
|
10,774
|
|
|
13.2
|
|||
Covenant not to compete
|
|
300
|
|
|
108
|
|
|
192
|
|
|
3.0
|
|||
|
|
83,357
|
|
|
30,809
|
|
|
52,548
|
|
|
9.2
|
|||
Intangible assets not yet subject to amortization
|
|
|
|
|
|
|
|
|
||||||
In-process research and development
|
|
5,560
|
|
|
—
|
|
|
5,560
|
|
|
n/a
|
|||
|
|
$
|
88,917
|
|
|
$
|
30,809
|
|
|
$
|
58,108
|
|
|
|
(1)
|
Weighted average life of intangible assets is presented excluding fully amortized assets.
|
|
|
||
2014
|
5,991
|
|
|
2015
|
11,164
|
|
|
2016
|
10,975
|
|
|
2017
|
10,412
|
|
|
2018
|
10,314
|
|
|
Thereafter
|
63,554
|
|
|
|
$
|
112,410
|
|
|
|
Employee Termination Cost
|
||
Balance at 01/01/2013
|
|
$
|
—
|
|
Restructuring charges during 2013
|
|
333
|
|
|
Payments during 2013
|
|
(333
|
)
|
|
Balance at 12/31/2013
|
|
$
|
—
|
|
Restructuring charges during the first half of 2014
|
|
189
|
|
|
Payments during the first half of 2014
|
|
(189
|
)
|
|
Balance at 06/30/2014
|
|
$
|
—
|
|
Type of Cost
|
|
Total Estimated Amount
|
||
Employee termination benefits
|
|
$
|
2,659
|
|
Asset impairments
|
|
12,220
|
|
|
Other associated costs
|
|
4,005
|
|
|
Total
|
|
$
|
18,884
|
|
|
|
Employee Termination Benefits
|
|
Asset Impairments
|
|
Other Associated Costs
|
|
Total
|
||||||||
Balance at 01/01/2013
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring charges during 2013
|
|
2,867
|
|
|
11,402
|
|
|
4,772
|
|
|
19,041
|
|
||||
Payments/write-off during 2013
|
|
(797
|
)
|
|
(11,402
|
)
|
|
—
|
|
|
(12,199
|
)
|
||||
Balance at 12/31/2013
|
|
$
|
2,070
|
|
|
$
|
—
|
|
|
$
|
4,772
|
|
|
$
|
6,842
|
|
Restructuring charges during the first half of 2014
|
|
$
|
(209
|
)
|
|
818
|
|
|
(766
|
)
|
|
(157
|
)
|
|||
Payments/write-off during the first half of 2014
|
|
$
|
(1,329
|
)
|
|
(818
|
)
|
|
(4,006
|
)
|
|
(6,153
|
)
|
|||
Balance at 06/30/2014
|
|
532
|
|
|
—
|
|
|
—
|
|
|
532
|
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Long-term debt:
|
|
|
|
|
||||
2.875% Convertible Senior Notes due 2015:
|
|
|
|
|
||||
Principal amount
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
Unamortized discount of liability component
|
|
(1,282
|
)
|
|
(1,818
|
)
|
||
Unamortized debt issuance costs
|
|
(143
|
)
|
|
(204
|
)
|
||
Carrying value of liability component
|
|
23,575
|
|
|
22,978
|
|
||
|
|
|
|
|
||||
1.75% Convertible Senior Notes due 2017:
|
|
|
|
|
||||
Principal amount
|
|
460,000
|
|
|
460,000
|
|
||
Unamortized discount of liability component
|
|
(64,667
|
)
|
|
(72,902
|
)
|
||
Unamortized debt issuance costs
|
|
(8,040
|
)
|
|
(9,064
|
)
|
||
Carrying value of liability component
|
|
387,293
|
|
|
378,034
|
|
||
Total long-term debt
|
|
$
|
410,868
|
|
|
$
|
401,012
|
|
|
|
|
|
|
||||
Equity—net carrying value
|
|
|
|
|
||||
2.875% Convertible Senior Notes due 2015
|
|
$
|
452
|
|
|
$
|
452
|
|
1.75% Convertible Senior Notes due 2017
|
|
89,415
|
|
|
89,415
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
2.875% Convertible Senior Notes due 2015
|
$
|
24,382
|
|
|
$
|
25,950
|
|
1.75% Convertible Senior Notes due 2017
|
462,475
|
|
|
456,320
|
|
||
Total
|
$
|
486,857
|
|
|
$
|
482,270
|
|
•
|
LightLab Imaging, Inc. v. Axsun Technologies, Inc. and Volcano Corporation
, in the Massachusetts Superior Court and the Massachusetts Supreme Judicial Court (the “Massachusetts Proceeding”);
|
•
|
Axsun Technologies, Inc. and Volcano Corporation v. LightLab Imaging, Inc.
, in the Delaware Chancery Court;
|
•
|
LightLab Imaging, Inc. v. Axsun Technologies, Inc. and Volcano Corporation
, in the Delaware Chancery Court;
|
•
|
St. Jude Medical, Cardiology Division, Inc., St. Jude Medical Systems AB, and St. Jude Medical S.C., Inc. v. Volcano Corporation
, in the United States District Court for the District of Delaware;
|
•
|
St. Jude Medical, Cardiology Division, Inc., St. Jude Medical Systems AB, and St. Jude Medical S.C., Inc. v. Volcano Corporation
, in the United States District Court for the District of Delaware;
|
•
|
Volcano Corporation v. St. Jude Medical, Cardiovascular and Ablation Technologies Division, Inc.; St. Jude Medical, Cardiology Division, Inc.; St. Jude Medical, U.S. Division; St. Jude Medical S.C., Inc.; and St. Jude Medical Systems AB
, in the United States District Court for the District of Delaware and the United States Court of Appeals for the Federal Circuit; and
|
•
|
St. Jude Medical, Cardiology Division, Inc., v. Volcano Corporation, and Michelle K. Lee, Deputy Director, U.S. Patent and Trademark Office
, in the United States Patent and Trademark Office and the United States Court of Appeals for the Federal Circuit.
|
|
Six Months Ended June 30, 2014
|
Risk-free interest rate
|
0.3%
|
Expected life / remaining measurement period (years)
|
1.9
|
Estimated volatility
|
30.9%
|
Expected dividends
|
None
|
Weighted-average grant date fair value
|
$24.90
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
Risk-free interest rate
|
1.6%
|
|
0.7%
|
|
1.6%
|
|
0.6%
|
Expected life (years)
|
4.7
|
|
4.3
|
|
4.7
|
|
4.1
|
Estimated volatility
|
36.5%
|
|
41.1%
|
|
36.5%
|
|
38.7%
|
Expected dividends
|
None
|
|
None
|
|
None
|
|
None
|
Weighted-average grant date fair value
|
$6.09
|
|
$6.65
|
|
$6.34
|
|
$7.46
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
Risk-free interest rate
|
0.1%
|
|
0.1%
|
|
0.1%
|
|
0.1%
|
Expected life (years)
|
0.5
|
|
0.5
|
|
0.5
|
|
0.5
|
Estimated volatility
|
36.1%
|
|
30.8%
|
|
33.8%
|
|
29.6%
|
Expected dividends
|
None
|
|
None
|
|
None
|
|
None
|
Fair value of purchase right
|
$5.34
|
|
$5.09
|
|
$5.21
|
|
$5.53
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Cost of revenues
|
$
|
158
|
|
|
$
|
194
|
|
|
$
|
321
|
|
|
$
|
386
|
|
Selling, general and administrative
|
3,129
|
|
|
3,579
|
|
|
6,411
|
|
|
6,560
|
|
||||
Research and development
|
363
|
|
|
476
|
|
|
783
|
|
|
901
|
|
||||
|
$
|
3,650
|
|
|
$
|
4,249
|
|
|
$
|
7,515
|
|
|
$
|
7,847
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||
Medical segment:
|
|
|
|
|
|
|
|
||||||||
Consoles
|
$
|
10,193
|
|
|
$
|
11,547
|
|
|
$
|
18,736
|
|
|
$
|
20,505
|
|
Single-procedure disposables:
|
|
|
|
|
|
|
|
||||||||
IVUS
|
48,265
|
|
|
49,878
|
|
|
94,861
|
|
|
97,845
|
|
||||
FM
|
32,073
|
|
|
28,652
|
|
|
60,917
|
|
|
55,475
|
|
||||
Other
|
10,200
|
|
|
8,944
|
|
|
19,243
|
|
|
16,916
|
|
||||
Sub-total medical segment
|
100,731
|
|
|
99,021
|
|
|
193,757
|
|
|
190,741
|
|
||||
Industrial segment
|
1,874
|
|
|
2,323
|
|
|
3,376
|
|
|
3,834
|
|
||||
|
$
|
102,605
|
|
|
$
|
101,344
|
|
|
$
|
197,133
|
|
|
$
|
194,575
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues (1):
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
51,198
|
|
|
$
|
49,071
|
|
|
$
|
96,300
|
|
|
$
|
92,402
|
|
Japan
|
23,392
|
|
|
27,743
|
|
|
47,285
|
|
|
55,924
|
|
||||
Europe, the Middle East and Africa
|
22,153
|
|
|
18,053
|
|
|
41,613
|
|
|
34,141
|
|
||||
Rest of world
|
5,862
|
|
|
6,477
|
|
|
11,935
|
|
|
12,108
|
|
||||
|
$
|
102,605
|
|
|
$
|
101,344
|
|
|
197,133
|
|
|
$
|
194,575
|
|
(1)
|
Revenues are attributed to geographies based on the location of the customer, except for shipments to original equipment manufacturers, which are attributed to the country of origin of the equipment distributed.
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
our intentions, beliefs and expectations regarding our expenses, sales, operations and future financial performance;
|
•
|
our operating results;
|
•
|
our plans for future products and enhancements of existing products;
|
•
|
anticipated growth and trends in our business;
|
•
|
the timing of and our ability to maintain and obtain regulatory clearances or approvals;
|
•
|
our belief that our cash and cash equivalents and short-term available-for-sale investments will be sufficient to satisfy our anticipated cash requirements;
|
•
|
our expectations regarding our revenues, customers and distributors;
|
•
|
our beliefs and expectations regarding our market penetration and expansion efforts;
|
•
|
our expectations regarding the benefits and integration of recently-acquired businesses and our ability to make future acquisitions and successfully integrate any such future-acquired businesses;
|
•
|
our anticipated trends and challenges in the markets in which we operate; and
|
•
|
our expectations and beliefs regarding and the impact of investigations, claims and litigation.
|
|
|
Three Months Ended June 30, 2014
|
|
Changes
|
|||||||||||||||||
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|||||||||||||
Revenues
|
|
$
|
102,605
|
|
|
100.0
|
%
|
|
$
|
101,344
|
|
|
100.0
|
%
|
|
$
|
1,261
|
|
|
1.2
|
%
|
Cost of revenues, excluding amortization of intangibles
|
|
37,711
|
|
|
36.8
|
|
|
36,039
|
|
|
35.6
|
|
|
(1,672
|
)
|
|
(4.6
|
)
|
|||
Gross profit
|
|
64,894
|
|
|
63.2
|
|
|
65,305
|
|
|
64.4
|
|
|
(411
|
)
|
|
(0.6
|
)
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Selling, general and administrative
|
|
49,353
|
|
|
48.1
|
|
|
45,734
|
|
|
45.1
|
|
|
(3,619
|
)
|
|
(7.9
|
)
|
|||
Research and development
|
|
13,700
|
|
|
13.4
|
|
|
17,954
|
|
|
17.7
|
|
|
4,254
|
|
|
23.7
|
|
|||
Amortization of intangibles
|
|
1,818
|
|
|
1.8
|
|
|
820
|
|
|
0.8
|
|
|
(998
|
)
|
|
(121.7
|
)
|
|||
Acquisition-related items
|
|
(6,441
|
)
|
|
(6.3
|
)
|
|
911
|
|
|
0.9
|
|
|
7,352
|
|
|
807.0
|
|
|||
Restructuring charges
|
|
(841
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
841
|
|
|
—
|
|
|||
Total operating expenses
|
|
57,589
|
|
|
56.1
|
|
|
65,419
|
|
|
64.6
|
|
|
7,830
|
|
|
12.0
|
|
|||
Operating income (loss)
|
|
7,305
|
|
|
7.1
|
|
|
(114
|
)
|
|
(0.1
|
)
|
|
7,419
|
|
|
6,507.9
|
|
|||
Interest income
|
|
281
|
|
|
0.3
|
|
|
305
|
|
|
0.3
|
|
|
(24
|
)
|
|
(7.9
|
)
|
|||
Interest expense
|
|
(7,320
|
)
|
|
(7.1
|
)
|
|
(6,607
|
)
|
|
(6.5
|
)
|
|
(713
|
)
|
|
(10.8
|
)
|
|||
Exchange rate gain (loss)
|
|
(13
|
)
|
|
—
|
|
|
(301
|
)
|
|
(0.3
|
)
|
|
288
|
|
|
95.7
|
|
|||
Other, net
|
|
14
|
|
|
—
|
|
|
2,279
|
|
|
2.2
|
|
|
(2,265
|
)
|
|
(99.4
|
)
|
|||
Income (loss) before income tax
|
|
267
|
|
|
0.3
|
|
|
(4,438
|
)
|
|
(4.4
|
)
|
|
4,705
|
|
|
106.0
|
|
|||
Income tax benefit
|
|
(15
|
)
|
|
0.1
|
|
|
(2,050
|
)
|
|
(2.0
|
)
|
|
(2,035
|
)
|
|
(99.3
|
)
|
|||
Net income (loss)
|
|
$
|
282
|
|
|
0.3
|
%
|
|
$
|
(2,388
|
)
|
|
(2.4
|
)%
|
|
$
|
2,670
|
|
|
111.8
|
%
|
|
Three Months Ended
June 30, |
|
Changes
|
|
Six Months Ended
June 30, |
|
Changes
|
||||||||||||||||||||||
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2014
|
|
2013
|
|
$
|
|
%
|
||||||||||||||
Medical segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Consoles
|
$
|
10,193
|
|
|
$
|
11,547
|
|
|
$
|
(1,354
|
)
|
|
(11.7
|
)%
|
|
$
|
18,736
|
|
|
$
|
20,505
|
|
|
$
|
(1,769
|
)
|
|
(8.6
|
)%
|
Single-procedure disposables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
IVUS
|
48,265
|
|
|
49,878
|
|
|
(1,613
|
)
|
|
(3.2
|
)%
|
|
94,861
|
|
|
97,845
|
|
|
(2,984
|
)
|
|
(3.0
|
)%
|
||||||
FFR
|
32,073
|
|
|
28,652
|
|
|
3,421
|
|
|
11.9
|
%
|
|
60,917
|
|
|
55,475
|
|
|
5,442
|
|
|
9.8
|
%
|
||||||
Other
|
10,200
|
|
|
8,944
|
|
|
1,256
|
|
|
14.0
|
%
|
|
19,243
|
|
|
16,916
|
|
|
2,327
|
|
|
13.8
|
%
|
||||||
Sub-total medical segment
|
100,731
|
|
|
99,021
|
|
|
1,710
|
|
|
1.7
|
%
|
|
193,757
|
|
|
190,741
|
|
|
3,016
|
|
|
1.6
|
%
|
||||||
Industrial segment
|
1,874
|
|
|
2,323
|
|
|
(449
|
)
|
|
(19.3
|
)%
|
|
3,376
|
|
|
3,834
|
|
|
(458
|
)
|
|
(11.9
|
)%
|
||||||
|
$
|
102,605
|
|
|
$
|
101,344
|
|
|
$
|
1,261
|
|
|
1.2
|
%
|
|
$
|
197,133
|
|
|
$
|
194,575
|
|
|
$
|
2,558
|
|
|
1.3
|
%
|
|
Three Months Ended
June 30, |
|
Changes
|
|
Six Months Ended
June 30, |
|
Changes
|
||||||||||||||||||||||
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2014
|
|
2013
|
|
$
|
|
%
|
||||||||||||||
Revenue (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
United States
|
$
|
51,198
|
|
|
$
|
49,071
|
|
|
$
|
2,127
|
|
|
4.3
|
%
|
|
$
|
96,300
|
|
|
$
|
92,402
|
|
|
$
|
3,898
|
|
|
4.2
|
%
|
Japan
|
23,392
|
|
|
27,743
|
|
|
(4,351
|
)
|
|
(15.7
|
)%
|
|
47,285
|
|
|
55,924
|
|
|
(8,639
|
)
|
|
(15.4
|
)%
|
||||||
Europe, the Middle East and Africa
|
22,153
|
|
|
18,053
|
|
|
4,100
|
|
|
22.7
|
%
|
|
41,613
|
|
|
34,141
|
|
|
7,472
|
|
|
21.9
|
%
|
||||||
Rest of world
|
5,862
|
|
|
6,477
|
|
|
(615
|
)
|
|
(9.5
|
)%
|
|
11,935
|
|
|
12,108
|
|
|
(173
|
)
|
|
(1.4
|
)%
|
||||||
|
$
|
102,605
|
|
|
$
|
101,344
|
|
|
$
|
1,261
|
|
|
1.2
|
%
|
|
$
|
197,133
|
|
|
$
|
194,575
|
|
|
2,558
|
|
|
1.3
|
%
|
(1)
|
Revenues are attributed to geographies based on the location of the customer, except for shipments to original equipment manufacturers, which are attributed to the country of origin of the equipment distributed.
|
•
|
issuance of equity and debt securities, including underwritten public offerings of our common stock and convertible bonds, cash generated from the exercise of stock options and participation in our employee stock purchase plan;
|
•
|
cash generated from operations, primarily from product sales; and
|
•
|
interest income.
|
•
|
cash used for operating activities such as the purchase and growth of inventory, expansion of our sales and marketing and research and development infrastructure and other working capital needs;
|
•
|
expenditures related to increasing our manufacturing capacity and improving our manufacturing efficiency;
|
•
|
capital expenditures related to the acquisition of equipment that we own and place at our customer premises and other fixed assets;
|
•
|
cash used to repay our debt obligations and related interest expense;
|
•
|
cash used for acquisitions; and
|
•
|
cash used to repurchase outstanding common stock.
|
|
|
Six Months Ended
June 30, |
||||||
|
|
2014
|
|
2013
|
||||
Net cash (used in) provided by operating activities
|
|
$
|
(1,941
|
)
|
|
$
|
1,527
|
|
Net cash used in investing activities
|
|
(55,921
|
)
|
|
(32,149
|
)
|
||
Net cash provided by financing activities
|
|
6,623
|
|
|
2,883
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
262
|
|
|
(1,136
|
)
|
||
Net change in cash and cash equivalents
|
|
$
|
(50,977
|
)
|
|
$
|
(28,875
|
)
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
•
|
physicians accepting the benefits of the use of IVUS and FFR in conjunction with angiography;
|
•
|
physician experience with IVUS and FFR products either used alone or jointly used in a single percutaneous coronary intervention, or PCI;
|
•
|
the availability of training necessary for proficient use of IVUS and FFR products, as well as willingness by physicians to participate in such training;
|
•
|
the additional procedure time required for use of IVUS and FFR compared to the perceived benefits;
|
•
|
the perceived risks generally associated with the use of our products and procedures, especially our new products and procedures;
|
•
|
the placement of our products in treatment guidelines published by leading medical organizations;
|
•
|
the availability of alternative treatments or procedures that are perceived to be or are more effective, safer, easier to use or less costly than IVUS and FFR technology;
|
•
|
hospitals' willingness, and having sufficient budgets, to purchase our IVUS and FFR products;
|
•
|
the size and growth rate of the PCI market in the major geographies in which we operate;
|
•
|
the availability of adequate reimbursement in the United States and other countries; and
|
•
|
the success of our marketing efforts and publicity regarding IVUS and FFR technology.
|
•
|
the lack of perceived benefit from information related to plaque composition available to the physician through use of our IVUS products, including the ability to identify calcified and other forms of plaque;
|
•
|
the lack of perceived benefit from information related to pressure and flow characteristics of blood around plaque available to the physician through the use of our FFR products;
|
•
|
the actual and perceived ease of use of our IVUS and FFR products;
|
•
|
the quality of the images rendered by our IVUS products;
|
•
|
the quality of the measurements provided by our FFR products;
|
•
|
the cost, performance, benefits and reliability of our IVUS and FFR products relative to competing products and services;
|
•
|
the lack of perceived benefit of integration of our IVUS and FFR products into the cath lab; and
|
•
|
the extent and timing of technological advances.
|
•
|
our ability to obtain, and the costs associated with obtaining, U.S. export licenses and other required export or import licenses or approvals;
|
•
|
changes in duties and tariffs, taxes, trade restrictions, license obligations and other non-tariff barriers to trade;
|
•
|
burdens of complying with a wide variety of foreign laws and regulations related to healthcare products;
|
•
|
costs of localizing product and service offerings for foreign markets;
|
•
|
business practices favoring local companies;
|
•
|
longer payment cycles and difficulties collecting receivables or otherwise exercising remedies (including by foreclosing on the applicable products sold) against defaulting counterparties through foreign legal systems;
|
•
|
difficulties in enforcing or defending agreements and intellectual property rights;
|
•
|
differing local product preferences, including as a result of differing reimbursement practices;
|
•
|
possible failure to comply with anti-bribery laws such as the United States Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions, even though non-compliance could be inadvertent (see, for example, the discussion under “-Risks related to government regulation-We may be subject to federal, state and foreign healthcare fraud and abuse laws and regulations, and a finding of failure to comply with such laws and regulations could have a material adverse effect on our business.”);
|
•
|
fluctuations in foreign currency exchange rates and their impact on our operating results; and
|
•
|
changes in foreign political or economic conditions.
|
•
|
make us more vulnerable to adverse changes in general U.S. and worldwide economic, industry and competitive conditions and adverse changes in government regulation;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and our industry;
|
•
|
place us at a competitive disadvantage compared to our competitors who have less debt; and
|
•
|
limit our ability to borrow additional amounts for working capital, capital expenditures, research and development efforts, acquisitions, debt service requirements, execution of our business strategy or other purposes.
|
•
|
innovate and maintain scientifically advanced technology;
|
•
|
apply our technology across products and markets;
|
•
|
successfully market our products;
|
•
|
develop proprietary products;
|
•
|
successfully conduct clinical studies that expand our markets;
|
•
|
obtain and maintain patent protection for our products;
|
•
|
secure and preserve regulatory approvals;
|
•
|
achieve manufacturing efficiencies;
|
•
|
attract and retain skilled personnel; and
|
•
|
successfully add complementary offerings and technology through acquisitions, licensing agreements and strategic partnerships.
|
•
|
more established distribution networks;
|
•
|
entrenched relationships with physicians;
|
•
|
products and procedures that are less expensive;
|
•
|
broader ranges of products and services that may be sold in bundled arrangements;
|
•
|
greater experience in launching, marketing, distributing and selling products;
|
•
|
greater experience in obtaining and maintaining FDA and other regulatory clearances and approvals;
|
•
|
established relationships with healthcare providers and payors; and
|
•
|
greater financial and other resources for product development, sales and marketing, acquisitions of products and companies, and intellectual property protection.
|
•
|
our collaborators become competitors of ours or enter into agreements with our competitors;
|
•
|
we do not achieve our objectives under our collaboration agreements;
|
•
|
we are unable to manage multiple simultaneous product discovery and development collaborations;
|
•
|
we develop products and processes or enter into additional collaborations that conflict with the business objectives of our other collaborators;
|
•
|
we or our collaborators are unable to obtain patent protection for the products or proprietary technologies we develop in our collaborations; or
|
•
|
we or our collaborators encounter regulatory hurdles that prevent commercialization of our products.
|
•
|
the death of one or more patients during a clinical study for reasons that may or may not be related to our products, including the advanced stage of their disease or other medical problems;
|
•
|
regulatory inspections of manufacturing facilities, which may, among other things, require us or a co-sponsor to undertake corrective action or suspend the clinical studies;
|
•
|
changes in governmental regulations or administrative actions;
|
•
|
adverse side effects in patients, including adverse side effects from our or a co-sponsor's drug candidate or device;
|
•
|
the FDA institutional review boards or other regulatory authorities do not approve a clinical study protocol or place a clinical study on hold;
|
•
|
patients do not enroll in a clinical study or do not follow up at the expected rate;
|
•
|
our co-sponsors do not perform their obligations in relation to the clinical study or terminate the study;
|
•
|
third-party clinical investigators do not perform the clinical studies on the anticipated schedule or consistent with the clinical study protocol and good clinical practices, or other third-party organizations do not perform data collection and analysis in a timely or accurate manner; and
|
•
|
the interim results of the clinical study are inconclusive or negative, and the study design, although approved and completed, is inadequate to demonstrate safety and efficacy of our products.
|
•
|
inability to obtain adequate supply in a timely manner or on commercially reasonable terms;
|
•
|
interruption or delayed delivery of supply resulting from our suppliers' difficulty in accessing financial or credit markets or otherwise securing cash and capital resources;
|
•
|
interruption of supply resulting from modifications to, or discontinuation of, a supplier's operations;
|
•
|
delays in product shipments resulting from uncorrected defects, reliability issues or a supplier's variation in a component;
|
•
|
uncorrected quality and reliability defects that impact performance, efficacy and safety of products from replacement suppliers;
|
•
|
price fluctuations due to a lack of long-term supply arrangements with our suppliers for key components;
|
•
|
difficulty identifying and qualifying alternative suppliers for components in a timely manner;
|
•
|
production delays related to the evaluation and testing of products from alternative suppliers and corresponding regulatory qualifications; and
|
•
|
delays in delivery by our suppliers due to changes in demand from us or their other customers.
|
•
|
unscheduled price increases;
|
•
|
lack of notice when the materials used to manufacture are not available; and
|
•
|
lack of notice of discontinued operations or manufacturing.
|
•
|
market acceptance of our products;
|
•
|
the revenues generated by our products;
|
•
|
the need to adapt to changing technologies and technical requirements, and the costs related thereto;
|
•
|
the costs associated with expanding our manufacturing, marketing, sales and distribution efforts;
|
•
|
the existence and timing of opportunities for expansion, including acquisitions and strategic transactions; and
|
•
|
costs and fees associated with defending existing or potential litigation.
|
•
|
substantial costs of related litigation or regulatory action;
|
•
|
substantial monetary penalties or awards;
|
•
|
decreased demand for our products;
|
•
|
reduced revenue or market penetration;
|
•
|
injury to our reputation;
|
•
|
withdrawal of clinical study participants;
|
•
|
an inability to establish new strategic relationships;
|
•
|
increased product liability insurance rates; and
|
•
|
an inability to secure continuing coverage.
|
•
|
a deductible 2.3% excise tax, with limited exceptions, on the sale of certain medical devices by the manufacturer of the device;
|
•
|
a Patient-Centered Outcomes Research Institute intended to oversee, identify priorities in and conduct comparative clinical effectiveness research, along with funding for such research;
|
•
|
requirements to report certain financial arrangements with physicians and teaching hospitals, as defined in the PPACA and its implementing regulations, including reporting any payment or “transfer of value” made or distributed to teaching hospitals, prescribers, and other healthcare providers and reporting any ownership and investment interests held by physicians and their immediate family members in applicable manufacturers during the preceding calendar year, with data collection required beginning August 1, 2013 and reporting to the U.S. Department of Health and Human Services required by March 31, 2014 and the 90th day of each subsequent calendar year, and with disclosure of such information by the U.S. Department of Health and Human Services on a publicly available website beginning by September 2014; and
|
•
|
other measures designed to control Medicare spending.
|
•
|
changes in earnings estimates, investors' perceptions, recommendations by securities analysts or our failure to achieve analysts' earnings estimates;
|
•
|
changes in foreign currency exchange rates;
|
•
|
quarterly variations in our or our competitors' results of operations;
|
•
|
changes in governmental regulations or in the status of our regulatory clearance or approvals;
|
•
|
changes in availability of third-party reimbursement in the United States or other countries;
|
•
|
the announcement of new products or product enhancements by us or our competitors or other developments involving our respective products;
|
•
|
the announcement of an acquisition or other business combination or strategic transaction;
|
•
|
possible sales of our common stock by investors who view the 2015 Notes and the 2017 Notes as a more attractive means of equity participation in us;
|
•
|
the conversion of some or all of the 2015 Notes or the 2017 Notes and any sales in the public market of shares of our common stock issued upon conversion of the 2015 Notes or the 2017 Notes;
|
•
|
hedging or arbitrage trading activity that may develop involving our common stock, including in connection with the convertible note hedge transactions and warrant transactions we entered into in connection with the offerings of our 2015 Notes and 2017 Notes, and arbitrage strategies employed or that may be employed by investors in our 2015 Notes and 2017 Notes;
|
•
|
announcements related to patents issued to us or our competitors;
|
•
|
the announcement of pending or threatened litigation and developments in litigation involving us;
|
•
|
sales of large blocks of our common stock, including sales by our executive officers and directors; and
|
•
|
general market and economic conditions and other factors unrelated to our operating performance or the operating performance of our competitors.
|
•
|
a classified board of directors;
|
•
|
advance notice requirements to stockholders for matters to be brought at stockholder meetings;
|
•
|
a supermajority stockholder vote requirement for amending certain provisions of our amended and restated certificate of incorporation and bylaws; and
|
•
|
the right to issue preferred stock without stockholder approval, which could be used to dilute the stock ownership of a potential hostile acquirer.
|
•
|
the rights will become exercisable only upon the occurrence of certain events specified in the plan, including the acquisition of 20% of our outstanding common stock by a person or group, with limited exceptions;
|
•
|
each right will entitle the holder, other than an acquiring person, to acquire shares of our common stock at a discount to the then prevailing market price;
|
•
|
our board of directors may redeem outstanding rights at any time prior to a person becoming an acquiring person at a minimal price per right; and
|
•
|
prior to a person becoming an acquiring person, the terms of the rights may be amended by our board of directors without the approval of the holders of the rights.
|
Item 6.
|
Exhibits
|
Exhibit
Number
|
|
Description
|
|
|
|
2.1+
|
|
Amendment and Plan of Merger by and Among Volcano Corporation, Athena Sub, Inc, AtheroMed, Inc. and Fortis Advisors LLC, solely in its capacity as Securityholder's Representative (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 000-52045), as originally filed on July 17, 2014, and incorporated herein by reference).
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q (File No. 000-52045), as originally filed on August 9, 2006, and incorporated herein by reference).
|
|
|
|
3.2
|
|
Bylaws of the Registrant, as revised (filed as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q (File No. 000-52045), as originally filed on August 8, 2013, and incorporated herein by reference).
|
|
|
|
3.3
|
|
Certificate of Designation of Series A Junior Participating Preferred Stock (filed as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q (File No. 000-52045), as originally filed on August 9, 2006, and incorporated herein by reference).
|
|
|
|
4.1
|
|
Reference is made to Exhibits 3.1, 3.2 and 3.3.
|
|
|
|
4.2
|
|
Specimen Common Stock certificate of the Registrant (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-1/A, as amended (File No. 333-132678), as originally filed on May 24, 2006, and incorporated herein by reference).
|
|
|
|
4.3
|
|
Fourth Amended and Restated Investor Rights Agreement, dated February 18, 2005, by and among the Registrant and certain stockholders (filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-132678), as originally filed on March 24, 2006, and incorporated herein by reference).
|
|
|
|
4.4
|
|
Rights Agreement, dated June 20, 2006, by and between the Registrant and American Stock Transfer & Trust Company (filed as Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q (File No. 000-52045), as originally filed on August 9, 2006, and incorporated herein by reference).
|
4.5
|
|
Indenture, dated September 20, 2010, by and between the Registrant and Wells Fargo Bank (filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 000-52045), as originally filed on September 20, 2010, and incorporated herein by reference).
|
|
|
|
4.6
|
|
Supplemental Indenture, dated September 20, 2010 by and between Registrant and Wells Fargo Bank, N.A. (filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K (File No. 000-52045), as originally filed on September 20 2010, and incorporated herein by reference).
|
|
|
|
4.7
|
|
Form of 2.875% Convertible Senior Notes due 2015 (filed as Exhibit 4.3 to the Registrant's Current Report on Form 8-K (File No. 000-52045), as originally filed on September 20, 2010, and incorporated herein by reference).
|
|
|
|
4.8
|
|
Second Supplemental Indenture, dated December 10, 2012, by and between Volcano Corporation and Wells Fargo Bank, N.A. (filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 000-52045), as originally filed on December 10, 2012, and incorporated herein by reference).
|
|
|
|
4.9
|
|
Form of 1.75% Convertible Senior Notes due 2017 (filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K (File No. 000-52045), as originally filed on December 10, 2012, and incorporated herein by reference).
|
|
|
|
31.1
|
|
Certification of the President & Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
|
|
|
|
32.1**
|
|
Certification of the President & Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2**
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS***
|
|
XBRL Instance Document.
|
|
|
|
101.SCH***
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL***
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF***
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB***
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE***
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Management contract or compensatory pan or arrangement.
|
**
|
The certifications attached as Exhibits 32.1 and 32.2 accompany this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
|
***
|
Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 460T, these interactive data files are deemed not filed and otherwise are not subject to liability.
|
+
|
Text omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ John T. Dahldorf
|
|
Chief Financial Officer (principal
financial officer, principal
accounting officer and duly authorized officer)
|
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August 8, 2014
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John T. Dahldorf
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Exhibit
Number
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Description
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2.1+
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Amendment and Plan of Merger by and Among Volcano Corporation, Athena Sub, Inc, AtheroMed, Inc. and Fortis Advisors LLC, solely in its capacity as Securityholder's Representative (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 000-52045), as originally filed on July 17, 2014, and incorporated herein by reference).
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3.1
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Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q (File No. 000-52045), as originally filed on August 9, 2006, and incorporated herein by reference).
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3.2
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Bylaws of the Registrant, as revised (filed as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q (File No. 000-52045), as originally filed on August 8, 2013, and incorporated herein by reference).
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3.3
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Certificate of Designation of Series A Junior Participating Preferred Stock (filed as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q (File No. 000-52045), as originally filed on August 9, 2006, and incorporated herein by reference).
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4.1
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Reference is made to Exhibits 3.1, 3.2 and 3.3.
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4.2
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Specimen Common Stock certificate of the Registrant (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-1/A, as amended (File No. 333-132678), as originally filed on May 24, 2006, and incorporated herein by reference).
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4.3
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Fourth Amended and Restated Investor Rights Agreement, dated February 18, 2005, by and among the Registrant and certain stockholders (filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-132678), as originally filed on March 24, 2006, and incorporated herein by reference).
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4.4
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Rights Agreement, dated June 20, 2006, by and between the Registrant and American Stock Transfer & Trust Company (filed as Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q (File No. 000-52045), as originally filed on August 9, 2006, and incorporated herein by reference).
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4.5
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Indenture, dated September 20, 2010, by and between the Registrant and Wells Fargo Bank (filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 000-52045), as originally filed on September 20, 2010, and incorporated herein by reference).
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4.6
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Supplemental Indenture, dated September 20, 2010 by and between Registrant and Wells Fargo Bank, N.A. (filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K (File No. 000-52045), as originally filed on September 20 2010, and incorporated herein by reference).
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4.7
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Form of 2.875% Convertible Senior Notes due 2015 (filed as Exhibit 4.3 to the Registrant's Current Report on Form 8-K (File No. 000-52045), as originally filed on September 20, 2010, and incorporated herein by reference).
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4.8
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Second Supplemental Indenture, dated December 10, 2012, by and between Volcano Corporation and Wells Fargo Bank, N.A. (filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 000-52045), as originally filed on December 10, 2012, and incorporated herein by reference).
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4.9
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Form of 1.75% Convertible Senior Notes due 2017 (filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K (File No. 000-52045), as originally filed on December 10, 2012, and incorporated herein by reference).
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31.1
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Certification of the President & Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
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31.2
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Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
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32.1**
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Certification of the President & Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2**
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Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS***
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XBRL Instance Document.
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101.SCH***
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XBRL Taxonomy Extension Schema Document.
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101.CAL***
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XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF***
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XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB***
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XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE***
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XBRL Taxonomy Extension Presentation Linkbase Document.
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*
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Management contract or compensatory pan or arrangement.
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**
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The certifications attached as Exhibits 32.1 and 32.2 accompany this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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***
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Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 460T, these interactive data files are deemed not filed and otherwise are not subject to liability.
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Text omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2.
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