Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 19, 2018 | Jun. 30, 2017 | |
DEI [Abstract] | |||
Entity Registrant Name | GLOBUS MEDICAL INC | ||
Entity Central Index Key | 1,237,831 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 96,725,476 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 2,335,504,684 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 118,817 | $ 66,954 |
Restricted cash | 0 | 477 |
Short-term marketable securities | 254,890 | 223,358 |
Accounts receivable, net of allowances of $3,963 and $2,771, respectively | 116,676 | 91,983 |
Inventories | 108,409 | 112,692 |
Prepaid expenses and other current assets | 11,166 | 14,502 |
Notes, Loans and Financing Receivable, Net, Current | 1,667 | 0 |
Income taxes receivable | 8,717 | 3,800 |
Total current assets | 620,342 | 513,766 |
Property and equipment, net of accumulated depreciation of $191,760 and $166,711, respectively | 143,167 | 124,229 |
Long-term marketable securities | 56,133 | 60,444 |
Note receivable | 28,333 | 30,000 |
Intangible assets, net | 78,659 | 61,706 |
Goodwill | 123,890 | 105,926 |
Other assets | 7,947 | 928 |
Deferred income taxes | 20,031 | 30,638 |
Total assets | 1,078,502 | 927,637 |
LIABILITIES AND EQUITY | ||
Accounts payable | 25,039 | 17,472 |
Accrued expenses | 52,594 | 46,401 |
Income taxes payable | 3,274 | 1,911 |
Business acquisition liabilities | 11,411 | 14,108 |
Deferred Revenue, Current | 755 | 0 |
Total current liabilities | 93,073 | 79,892 |
Business acquisition liabilities, net of current portion | 4,508 | 5,972 |
Deferred income taxes | 10,669 | 7,876 |
Other liabilities | 2,474 | 1,819 |
Total liabilities | 110,724 | 95,559 |
Commitments and contingencies (Note 15) | ||
Equity: | ||
Additional paid-in capital | 238,341 | 211,725 |
Accumulated other comprehensive loss | (6,907) | (8,642) |
Retained earnings | 736,247 | 628,899 |
Total equity | 967,778 | 832,078 |
Total liabilities and equity | 1,078,502 | 927,637 |
Class A Common | ||
Equity: | ||
Common stock | 73 | 72 |
Class B Common | ||
Equity: | ||
Common stock | $ 24 | $ 24 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Allowance for doubtful accounts | $ 3,963 | $ 2,771 |
Allowance for doubtful accounts | $ 3,963 | $ 2,771 |
Equity: | ||
Common stock, shares authorized (in shares) | 785,000,000 | |
Common stock, shares issued | 96,657,881 | 95,929,916 |
Common stock, shares outstanding | 96,657,881 | 95,929,916 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 191,760 | $ 166,711 |
Class A Common | ||
Equity: | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued | 72,780,325 | 72,052,360 |
Common stock, shares outstanding | 72,780,325 | 72,052,360 |
Class B Common | ||
Equity: | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 275,000,000 | 275,000,000 |
Common stock, shares issued | 23,877,556 | 23,877,556 |
Common stock, shares outstanding | 23,877,556 | 23,877,556 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Sales | $ 635,977 | $ 563,994 | $ 544,753 |
Cost of goods sold | 150,453 | 134,705 | 132,333 |
Gross profit | 485,524 | 429,289 | 412,420 |
Operating expenses: | |||
Research and development | 43,679 | 44,532 | 36,312 |
Selling, general and administrative | 267,817 | 222,156 | 210,241 |
Provision for litigation | 2,668 | 3,156 | (11,268) |
Amortization of intangibles | 7,909 | 3,478 | 1,561 |
Acquisition related costs | 1,611 | 1,826 | 3,352 |
Total operating expenses | 323,684 | 275,148 | 240,198 |
Operating income | 161,840 | 154,141 | 172,222 |
Interest income, net | 6,608 | 3,057 | 1,304 |
Foreign currency transaction loss | 909 | (482) | (1,159) |
Other income | 571 | 563 | 438 |
Total other income, net | 8,088 | 3,138 | 583 |
Income before income taxes | 169,928 | 157,279 | 172,805 |
Income tax provision | 62,580 | 52,938 | 60,021 |
Net income | $ 107,348 | $ 104,341 | $ 112,784 |
Earnings per share: | |||
Basic | $ 1.12 | $ 1.09 | $ 1.19 |
Diluted | $ 1.10 | $ 1.08 | $ 1.17 |
Weighted average shares outstanding: | |||
Basic | 96,243 | 95,647 | 95,046 |
Dilutive stock options | 1,644 | 785 | 1,027 |
Diluted | 97,887 | 96,432 | 96,073 |
Anti-dilutive stock options excluded from weighted average calculation | 2,873 | 5,481 | 3,348 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 107,348 | $ 104,341 | $ 112,784 |
Other comprehensive loss: | |||
Unrealized loss on marketable securities, net of tax | (146) | (48) | (55) |
Foreign currency translation loss | 1,881 | (6,636) | (246) |
Total other comprehensive loss | 1,735 | (6,684) | (301) |
Comprehensive income | $ 109,083 | $ 97,657 | $ 112,483 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Retained Earnings | Class A CommonCommon Stock | Class B CommonCommon Stock |
Balance, Shares at Dec. 31, 2014 | 70,828 | 23,878 | ||||
Total stockholders' equity, beginning of period at Dec. 31, 2014 | $ 585,454 | $ 175,242 | $ (1,657) | $ 411,774 | $ 71 | $ 24 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 9,860 | 9,860 | ||||
Exercise of stock options (shares) | 614 | |||||
Exercise of stock options | 5,477 | 5,477 | $ 0 | |||
Tax benefit related to nonqualified stock options excercised | 2,050 | 2,050 | ||||
Comprehensive income | 112,483 | (301) | 112,784 | |||
Balance, Shares at Dec. 31, 2015 | 71,442 | 23,878 | ||||
Total stockholders' equity, end of period at Dec. 31, 2015 | 715,324 | 192,629 | (1,958) | 524,558 | $ 71 | $ 24 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 11,652 | 11,652 | ||||
Exercise of stock options (shares) | 610 | |||||
Exercise of stock options | 5,874 | 5,873 | $ 1 | |||
Tax benefit related to nonqualified stock options excercised | 1,571 | 1,571 | ||||
Comprehensive income | 97,657 | (6,684) | 104,341 | |||
Balance, Shares at Dec. 31, 2016 | 72,052 | 23,878 | ||||
Total stockholders' equity, end of period at Dec. 31, 2016 | 832,078 | 211,725 | (8,642) | 628,899 | $ 72 | $ 24 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | $ 14,882 | 14,882 | ||||
Exercise of stock options (shares) | 728 | 728 | ||||
Exercise of stock options | $ 11,735 | 11,734 | $ 1 | |||
Comprehensive income | 109,083 | 1,735 | 107,348 | |||
Balance, Shares at Dec. 31, 2017 | 72,780 | 23,878 | ||||
Total stockholders' equity, end of period at Dec. 31, 2017 | $ 967,778 | $ 238,341 | $ (6,907) | $ 736,247 | $ 73 | $ 24 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income | $ 107,348 | $ 104,341 | $ 112,784 |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Depreciation and amortization | 42,067 | 38,771 | 24,084 |
Amortization of premium on marketable securities | 2,671 | 4,068 | 3,354 |
Write-down for excess and obsolete inventories | 11,519 | 12,836 | 9,924 |
Stock-based compensation expense | 14,686 | 11,382 | 9,639 |
Allowance for doubtful accounts | 1,718 | 685 | 1,465 |
Change in fair value of contingent consideration | 1,240 | 2,866 | 3,118 |
Non-cash settlement of accrued expenses | 0 | (4,632) | (8,405) |
Impairment of intangible assets | 516 | 3,472 | 0 |
Change in deferred income taxes | 8,292 | (3,810) | 6,235 |
(Increase)/decrease in: | |||
Restricted cash | 477 | 25,641 | (2,749) |
Accounts receivable | (24,955) | (4,668) | (4,193) |
Inventories | (5,277) | (10,503) | (19,327) |
Prepaid expenses and other assets | (4,774) | 4,568 | (1,203) |
Increase/(decrease) in: | |||
Accounts payable | 9,843 | (23) | (3,825) |
Accounts payable to related party | 0 | 0 | (5,359) |
Accrued expenses and other liabilities | (2,064) | (18,164) | (878) |
Income taxes payable/receivable | (3,772) | 6,634 | (657) |
Net cash provided by operating activities | 159,535 | 173,464 | 124,007 |
Cash flows from investing activities: | |||
Purchases of marketable securities | (392,895) | (350,448) | (300,207) |
Maturities of marketable securities | 240,353 | 281,885 | 188,702 |
Sales of marketable securities | 122,512 | 52,802 | 57,728 |
Purchases of property and equipment | (51,303) | (40,909) | (50,760) |
Issuance of note receivable | 0 | (30,000) | 0 |
Acquisition of businesses, net of cash acquired | (29,944) | (76,068) | (48,513) |
Net cash used in investing activities | (111,277) | (162,738) | (153,050) |
Cash flows from financing activities: | |||
Payment of business acquisition liabilities | (10,109) | (5,404) | (1,200) |
Proceeds from exercise of stock options | 11,735 | 5,874 | 5,477 |
Net cash provided by financing activities | 1,626 | 470 | 4,277 |
Effect of foreign exchange rate on cash | 1,979 | (1,894) | 153 |
Net increase/(decrease) in cash and cash equivalents | 51,863 | 9,302 | (24,613) |
Cash and cash equivalents, beginning of period | 66,954 | 57,652 | 82,265 |
Cash and cash equivalents, end of period | 118,817 | 66,954 | 57,652 |
Supplemental disclosures of cash flow information: | |||
Interest paid | 3 | 35 | 9 |
Income taxes paid | $ 59,111 | $ 50,087 | $ 57,100 |
BACKGROUND AND SUMMARY OF SIGNI
BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Background and Summary of Significant Accounting Policies | BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) The Company Globus Medical, Inc., together with its subsidiaries, is a medical device company that develops and commercializes solutions for the treatment of musculoskeletal solutions. We are primarily focused on implants that promote healing in patients with spine disorders, but recently launched a robotic guidance and navigation system and products to treat patients who have experienced orthopedic traumas. We are an engineering-driven company with a history of rapidly developing and commercializing advanced products and procedures that assist surgeons in effectively treating their patients, respond to evolving surgeon needs and address new treatment options. Since our inception in 2003, we have launched over 180 products and offer a product portfolio addressing a broad array of spinal pathologies, anatomies and surgical approaches. We are headquartered in Audubon, Pennsylvania, and market and sell our products through our exclusive sales force in the United States, as well as within North, Central & South America, Europe, Asia, Africa and Australia. The sales force consists of direct sales representatives and distributor sales representatives employed by exclusive independent distributors. The terms the “Company,” “Globus,” “we,” “us” and “our” refer to Globus Medical, Inc. and, where applicable, our consolidated subsidiaries. (b) Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). During the fourth quarter of 2016 , we self-identified and recorded non-cash prior period adjustments primarily related to depreciation and scrap expense for our instruments and cases. This $1.8 million net cumulative adjustment related to the period beginning in 2013 and through 2015 and resulted in a $5.5 million pre-tax increase in depreciation and a $3.7 million pre-tax decrease in scrap and provision for excess and obsolete inventory, both of which are primarily components of our full fiscal year 2016 cost of goods sold on our consolidated statement of income. We performed the analysis required by Staff Accounting Bulletin No. 99, Materiality , and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements , and determined that the effect of the adjustments was not material to the financial position, results of operations or cash flows of any prior fiscal year from both a quantitative and qualitative perspective and is not material to the full fiscal year 2016 . During the fourth quarter of 2017 , the Company identified and recorded an adjustment to its December 31, 2016 consolidated balance sheet to correct the presentation of $65.8 million of its Variable Rate Demand Notes (“VRDNs”) as short-term marketable securities instead of cash and cash equivalents. Accordingly, the statement of cash flows for the year ended December 31, 2016 has been adjusted to appropriately increase purchases of marketable securities by $63.3 million , resulting in an increase in net cash used in investing activities and a decrease to cash and cash equivalents, end of period of $63.3 million . The statement of cash flows for the year ended December 31, 2015 has been adjusted to appropriately increase purchases of marketable securities by $2.5 million , resulting in an increase in net cash used in investing activities and a decrease to cash and cash equivalents, end of period of $2.5 million . As of December 31, 2016 , this adjustment also resulted in the addition of VRDNs to the table in Note 5, Marketable Securities and an adjustment to appropriately present VRDNs in the table in Note 6, Fair Value Measurements within Municipal bonds instead of cash equivalents. In accordance with FASB Topic ASC 320, Investments-Debt and Equity Securities, based on our ability to market and sell these instruments and our intent to not hold such instruments until maturity, we account for VRDNs as available-for-sale, and carry them at their fair value. VRDNs are similar to short-term debt instruments because their interest rates are reset periodically. Investments in these securities can be sold for cash on the auction date. We classify VRDNs at December 31, 2016 as short-term based on the reset dates. The Company does not own VRDNs as of December 31, 2017 . (c) Principles of Consolidation The accompanying consolidated financial statements include the accounts of Globus and its wholly owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. (d) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates, in part, on historical experience that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include intangible assets, contingent payment liabilities, allowance for doubtful accounts, stock-based compensation, write-down for excess and obsolete inventory, useful lives of assets, the outcome of litigation, recoverability of intangible assets and income taxes. We are subject to risks and uncertainties due to changes in the healthcare environment, regulatory oversight, competition, and legislation that may cause actual results to differ from estimated results. During fourth quarter of 2017, we completed a review of the estimated useful life of our Instruments and Modules and cases. Based on historical useful life information, forecasted product life cycles and demand expectations, the useful life of Instruments and Modules and cases were extended from three to five years. This was accounted for as a change in accounting estimate and was made on a prospective basis effective October 1, 2017. For the year ended and quarter ended December 31, 2017 , depreciation expense was lower by approximately $1.7 million than it would have been had the useful life of these assets not been extended. The effect of this change on basic and diluted earnings per share for the year ended December 31, 2017 was $0.01 per share and for the quarter ended December 31, 2017 was $0.01 per share. (e) Foreign Currency Translation The functional currency of our foreign subsidiaries is generally their local currency. Assets and liabilities of the foreign subsidiaries are translated at the period end currency exchange rate and revenues and expenses are translated at an average currency exchange rate for the period. The resulting foreign currency translation gains and losses are included as a component of accumulated other comprehensive income. Gains and losses arising from intercompany foreign transactions are included in other income, net on the consolidated statement of income. (f) Cash and Cash Equivalents Cash and cash equivalents include cash on hand and all highly liquid investments with a maturity of three months or less when purchased. (g) Restricted Cash In December 2014, we set aside cash for the payment of a portion of the DePuy Synthes and Bianco litigations. We classified this cash as restricted, as the amount was placed in escrow to be used for payment of the litigation obligations, should we not be successful with our appeals. On January 13, 2016, we settled our litigation with DePuy Synthes and made a payment of $7.9 million and recovered approximately $8.4 million related to that settlement shortly thereafter. As of December 31, 2017 , we have no restricted cash remaining. See “Note 15. Commitments and Contingencies” below for more details regarding these litigations. (h) Concentrations of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, are primarily marketable securities and accounts receivable. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of entities comprising our customer base. We perform ongoing credit evaluations of our customers and generally do not require collateral. There was no customer that accounted for 10% or more of sales for the years ended December 31, 2017 , 2016 , and 2015 , respectively. (i) Marketable Securities Our marketable securities include municipal bonds, VRDNs, corporate debt securities, commercial paper, securities of U.S. government-sponsored agencies and asset-backed securities, and are classified as available-for-sale as of December 31, 2017 and 2016 . Available-for-sale securities are recorded at fair value in both short-term and long-term marketable securities on our consolidated balance sheets. The change in fair value for available-for-sale securities is recorded, net of taxes, as a component of accumulated other comprehensive income or loss on our consolidated balance sheets. Premiums and discounts are recognized over the life of the related security as an adjustment to yield using the straight-line method. Realized gains or losses from the sale of our marketable securities are determined on a specific identification basis. Realized gains and losses, along with interest income and the amortization/accretion of premiums/discounts are included as a component of other income, net, on our consolidated statements of income. Interest receivable is recorded as a component of prepaid expenses and other current assets on our consolidated balance sheets. We maintain a portfolio of various holdings, types and maturities, though most of the securities in our portfolio could be liquidated at minimal cost at any time. We invest in securities that meet or exceed standards as defined in our investment policy. Our policy also limits the amount of credit exposure to any one issue, issuer or type of security. We review our securities for other-than-temporary impairment at each reporting period. If an unrealized loss for any security is considered to be other-than-temporary, the loss will be recognized in our consolidated statement of income in the period the determination is made. (j) Inventories I nventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. The majority of our inventories are finished goods and we utilize both in-house manufacturing and third-party suppliers to source our products. We periodically evaluate the carrying value of our inventories in relation to our estimated forecast of product demand, which takes into consideration the estimated life cycle of product releases. When quantities on hand exceed estimated sales forecasts, we record a write-down for such excess inventories. (k) Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Additions or improvements are capitalized, while repairs and maintenance are expensed as incurred. Depreciation and amortization are provided using the straight-line method over the related useful lives of the assets. When assets are sold or otherwise disposed of, the related property, equipment, and accumulated depreciation amounts are relieved from the accounts, and any gain or loss is recorded in the consolidated statements of income. Purchases of property and equipment included in accounts payable and accrued expenses were $ 6.5 million , $ 5.2 million , and $ 4.8 million during the twelve months ended December 31, 2017, 2016, and 2015, respectively. (l) Goodwill and Intangible Assets Goodwill represents the excess purchase price over the fair values of the identifiable assets acquired less the liabilities assumed. Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by comparing the reporting unit’s carrying amount to the fair value of the reporting unit. The fair values are estimated using an income and discounted cash flow approach. We perform our annual impairment test for goodwill in the fourth quarter of each year. We consider qualitative indicators of the fair value of a reporting unit when it is unlikely that a reporting unit has impaired goodwill. During the years ended December 31, 2017 , 2016 and 2015 , we did not record any impairment charges related to goodwill. Intangible assets consist of purchased in-process research and development (“IPR&D”), developed technology, supplier network, patents, customer relationships and non-compete agreements. Intangible assets with finite useful lives are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one to seventeen years. Intangible assets are tested for impairment annually or whenever events or circumstances indicate that a carrying amount of an asset (asset group) may not be recoverable. If impairment is indicated, we measure the amount of the impairment loss as the amount by which the carrying amount exceeds the fair value of the asset. Fair value is generally determined using a discounted future cash flow analysis. During 2017 , we recorded an impairment charge of $ 0.5 million related to one of our developed technologies related to one of our systems as a component of selling, general and administrative expense. There were no impairments of finite-lived intangible assets during the years ended December 31, 2016 and 2015 . IPR&D has an indefinite life and is not amortized until completion of the project at which time the IPR&D becomes an amortizable asset. If the related project is not completed in a timely manner, we may have an impairment related to the IPR&D, calculated as the excess of the asset’s carrying value over its fair value. During 2016, we recorded an impairment charge of $3.5 million related to one of our IPR&D projects as a component of acquisition related costs. There were no impairments of IPR&D during the years ended December 31, 2017 or 2015 . (m) Impairment of Long-Lived Assets We periodically evaluate the recoverability of the carrying amount of long-lived assets, which include property and equipment, as well as whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. An impairment is assessed when the undiscounted future cash flows from the use and eventual disposition of an asset group are less than its carrying value. If impairment is indicated, we measure the amount of the impairment loss as the amount by which the carrying amount exceeds the fair value of the asset group. Our fair value methodology is based on quoted market prices, if available. If quoted market prices are not available, an estimate of fair value is made based on prices of similar assets or other valuation techniques including present value techniques. During the years ended December 31, 2017 , 2016 and 2015 , we did not record any impairment charges related to long-lived assets. (n) Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, product delivery has occurred, pricing is fixed or determinable, and collection is reasonably assured. A significant portion of our revenue is generated from consigned inventory maintained at hospitals or with sales representatives. For these products, revenue is recognized at the time the product is used or implanted. For all other transactions, we recognize revenue when title to the goods and risk of loss transfer to customers, provided there are no remaining performance obligations that will affect the customer’s final acceptance of the sale. Our policy is to classify shipping and handling costs billed to customers as sales and the related expenses as cost of goods sold. (o) Cost of Goods Sold Cost of goods sold consists primarily of costs from our in-house manufacturing, costs of products purchased from third-party suppliers, excess and obsolete inventory charges, depreciation of surgical instruments and cases, royalties, shipping, inspection and related costs incurred in making our products available for sale or use. (p) Research and Development Research and development costs are expensed as incurred. Research and development costs include salaries, employee benefits, supplies, consulting services, clinical services and clinical trial costs, and facilities costs. Costs incurred in obtaining technology licenses and patents are charged immediately to research and development expense if the technology licensed has not reached technological feasibility and has no alternative future use. (q) Stock-Based Compensation The cost for employee and non-employee director awards is measured at the grant date based on the fair value of the award. The fair value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period (generally the vesting period of the equity award). Awards issued to non-employees are recorded at their fair value as determined in accordance with authoritative guidance, and are periodically revalued as the awards vest and are recognized as expense over the requisite service period. The determination of the fair value of stock options is made utilizing the Black-Scholes option-pricing model which is affected by our stock price and a number of assumptions, including expected volatility, expected term, risk-free interest rate and expected dividends. As we became a publicly traded entity in 2012, historic volatility for our common stock is insufficient to estimate expected volatility. As a result, we estimate volatility based on a consistently defined peer group of public companies that we believe collectively provides a reasonable basis for estimating volatility. We intend to continue to use the consistently defined group of publicly traded peer companies to determine volatility in the future until sufficient information regarding volatility of the price of our shares of Class A common stock becomes available or the selected companies are no longer suitable for this purpose. The expected term of the stock options is determined utilizing the simplified method given the limited extent of our historical data. The risk-free interest rate assumption is based on observed interest rates of U.S. Treasury securities appropriate for the expected terms of the stock options. The dividend yield assumption is based on the history and expectation of no dividend payouts. (r) Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which such items are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance is established to offset any deferred tax assets if, based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Significant judgment is required in determining income tax provisions and in evaluating tax positions. We will establish additional provisions for income taxes when, despite the belief that tax positions are fully supportable, there remain certain positions that do not meet the minimum probability threshold that a tax position is more likely than not to be sustained upon examination by the taxing authority. In the normal course of business, we and our subsidiaries are examined by various federal, state, and foreign tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of the provision for income taxes. We periodically assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liability, and deferred taxes in the period in which the facts that give rise to a revision become known. (s) Fair Value of Financial Instruments As of December 31, 2017 , the carrying values of cash and cash equivalents, short and long-term investments, accounts receivable, accounts payable and accrued expenses approximate their respective fair values based on their short and long-term nature. We classify our financial assets and liabilities that are measured at fair value into one of the three categories based upon inputs used to determine fair value. See “Note 6. Fair Value Measurements” below for more details regarding inputs and classifications. (t) Advertising Expense We expense advertising costs as they are incurred. Advertising expense was $1.5 million , $0.9 million and $0.4 million , for the years ended December 31, 2017 , 2016 , and 2015 , respectively. (u) Legal Costs We expense legal costs related to loss contingencies as incurred. (v) Acquisition Related Costs Acquisition related costs represents the change in fair value of business acquisition related contingent consideration; costs related to integrating recently acquired businesses including but not limited to costs to exit or convert contractual obligations, severance, and information system conversion; and specific costs related to the consummation of the acquisition process such as banker fees, legal fees, and other acquisition related professional fees. (w) Medical Device Excise Tax Effective as of January 1, 2013, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act (collectively “PPACA”) imposed a medical device excise tax (“MDET”) of 2.3% on any entity that manufactures or imports certain medical devices offered for sale in the United States. We account for the MDET as a component of our cost of goods sold. For the year ended December 31, 2015 we recognized $8.1 million of expense. The Consolidated Appropriations Act of 2016, which was signed into law in December 2015, includes a two-year suspension on the medical device excise tax, effective January 1, 2016. In January 2018, Congress further extended the moratorium on the medical device excise tax through January 1, 2020. (x) Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) . ASU 2014-09 amends the guidance in former Topic 605, Revenue Recognition , and most other existing revenue guidance in US GAAP. Under the new standard, an entity will recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the payment to which the entity expects to be entitled in exchange for those goods or services and provide additional disclosures. As amended, the effective date for public entities is annual reporting periods beginning after December 15, 2017 and interim periods therein. Early adoption is not permitted prior to the first quarter of 2017. We will adopt ASU 2014-09 effective January 1, 2018 using the modified retrospective method (retrospective application with the cumulative effect of initially applying the guidance recognized at the date of initial application). As of December 31, 2017, we finalized our assessment of the standard. As a significant portion of our revenues do not result from multiple element arrangements and we currently recognize revenue at the time the product is used or implanted, this update will not have a material impact on our financial position, results of operations, and disclosures. The updated guidance will require additional disclosure regarding our revenue transactions. A significant portion of our revenue is generated from consigned inventory maintained at hospitals or with sales representatives. For these products, revenue is recognized at the time the product is used or implanted. For all other transactions, we recognize revenue when title to the goods and risk of loss transfer to customers, provided there are no remaining performance obligations that will affect the customer’s final acceptance of the sale. In February 2016, the FASB released ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). Under ASU 2016-02, a right-of-use asset and lease obligation will be recorded for all leases with terms greater than 12 months, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted, and requires the use of the modified retrospective method, which will require adjustment to all comparative periods presented in the consolidated financial statements. We are currently evaluating the impact of this update on our financial position, results of operations, and disclosures. In August 2016, the FASB released ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which addresses whether to present certain specific cash flow items as operating, investing or financing activities. ASU 2016-15 is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. We will adopt ASU 2016-15 on January 1, 2018. We believe that this update will not have a material impact on our consolidated statements of cash flows. In October 2016, the FASB released ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). ASU 2016-16 removes the current exception in US GAAP prohibiting entities from recognizing current and deferred income tax expenses or benefits related to transfer of assets, other than inventory, within the consolidated entity. The current exception to defer the recognition of any tax impact on the transfer of inventory within the consolidated entity until it is sold to a third party remains unaffected. This update is effective for public entities for annual reporting periods beginning after December 15, 2017. Early adoption is permitted and should be in the first interim period if an entity issues interim financial statements. We are currently evaluating the impact of this new accounting standard on our financial position, results of operations, and disclosures. In November 2016, the FASB released ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which requires that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. Transfers between cash and cash equivalents and restricted cash and restricted cash equivalents will no longer be presented in the statement of cash flows. The amendments in this update should be applied using a retrospective transition method to each period presented. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years; early adoption is permitted, including adoption in an interim period. We will adopt ASU 2016-18 effective January 1, 2018, and this update will not have a material impact on our financial position, results of operations or cash flows. The updated guidance will require additional disclosure regarding the total of our cash and restricted cash. In January 2017, the FASB released ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amendments in this ASU should be applied prospectively and are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early application permitted. No disclosures are required at transition. We will adopt ASU 2017-01 effective January 1, 2018, and this update will not have a material impact on our financial position, results of operations or cash flows. In January 2017, the FASB released ASU 2017-04, Intangibles - Goodwill and Other (Topic 805): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which eliminates the Step 2 calculation for the implied fair value of goodwill to measure a goodwill impairment charge. Under the updated standard, an entity will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. ASU 2017-04 does not change the guidance on completing Step 1 of the goodwill impairment test and still allows an entity to perform the optional qualitative goodwill impairment assessment before determining whether to proceed to Step 1. This update is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019 with early adoption permitted for any impairment test performed on testing dates after January 1, 2017. This update will not have a material impact on our financial position, results of operations or cash flows. In May 2017, the FASB released ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”), which clarifies the changes to terms or conditions of a share based payment award that requires application of modification accounting under Topic 718. A change to an award should be accounted for as a modification unless the fair value of the modified award is the same as the original award, the vesting conditions do not change, and the classification as an equity or liability instrument does not change. This update is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2017. Early application is permitted and prospective application is required for awards modified on or after the adoption date. We will adopt ASU 2017-09 effective January 1, 2018, and this update will not have a material impact on our financial position, results of operations or disclosures. (y) Recently Adopted Accounting Pronouncements In July 2015, the FASB released ASU 2015-11, Simplifying the Measurement of Inventory (Topic 330) (“ASU 2015-11”) as part of the FASB’s Simplification Initiative. This standard is intended to more closely align the measurement of inventory under GAAP with the measurement of inventory under International Financial Reporting Standards. Within the scope of the update, an entity is required to measure inventory at the lower of cost or net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonable and predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for all public entities for fiscal years beginning after December 31, 2016, including interim reporting periods within that period, and is required to be applied prospectively, with early adoption permitted. We adopted ASU 2015-11 on January 1, 2017. This standard does not have a material impact on our financial position, results of operations, and disclosures. In September 2015, the FASB released ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”). ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Prior to the issuance of the standard, entities were required to retrospectively apply adjustments made to provisional amounts recognized in a business combination. The amendments in ASU 2015-16 require an entity to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Acquisitions | ACQUISITIONS KB Medical On June 13, 2017, we acquired KB Medical SA (“KB Medical”), a Swiss-based robotic developer, to further bolster our development team, intellectual property, and product portfolio (the “KB Medical Acquisition”). We have included the financial results of KB Medical in our consolidated financial statements from the acquisition date, and the results from KB Medical were not material to our consolidated financial statements. We accounted for the KB Medical Acquisition under the purchase method of accounting. Amounts recognized for assets acquired and liabilities assumed are based on our purchase price allocations and on certain management judgments. These allocations are based on an analysis of the estimated fair values of assets acquired and liabilities assumed, including identifiable tangible assets, and estimates of the useful lives of tangible assets. The fair value of the consideration for the KB Medical Acquisition was approximately $31.5 million of cash paid at closing, plus a potential $4.9 million contingent consideration payment based on product development milestones. We recorded $20.2 million of identifiable net assets, based on their estimated fair values, and goodwill of $16.2 million . None of the goodwill is expected to be deductible for tax purposes. As of December 31, 2017 , the maximum aggregate undiscounted amount of contingent consideration potentially payable related to the KB Medical Acquisition is $5.2 million . As of December 31, 2017 , we recorded the following purchase price allocation for the identifiable tangible and intangible assets and liabilities of KB Medical: (In thousands) Consideration: Cash paid at closing $ 31,501 Purchase price contingent consideration 4,871 Fair value of consideration $ 36,372 Identifiable assets acquired and liabilities assumed: Cash acquired $ 1,557 Prepaid and other current assets 168 Intangible assets, gross 24,500 Other assets 18 Accounts payable and accrued expenses (1,312 ) Deferred tax liabilities (4,727 ) Total identifiable net assets 20,204 Goodwill 16,168 Total allocated purchase price $ 36,372 Alphatec International On September 1, 2016 (the “Closing Date”), Globus Medical Ireland, Ltd. (“Globus Ireland”), a private limited company existing under the laws of Ireland and an indirect wholly-owned subsidiary of Globus, acquired from Alphatec Holdings, Inc., a Delaware corporation (“Alphatec”) (i) substantially all of the assets and certain liabilities of Alphatec’s subsidiaries in the United Kingdom, Italy, the Netherlands, Germany and Hong Kong and (ii) all of the outstanding equity interests of Alphatec’s subsidiaries in Japan, Brazil, China, Singapore and Australia (“Alphatec International”) pursuant to a Purchase and Sale Agreement entered into on July 25, 2016 (the “Purchase Agreement” and the “Alphatec Acquisition”). The aggregate consideration for the transaction was approximately $77.8 million in cash, subject to customary adjustment after closing for certain working capital items as provided in the Purchase Agreement. In addition, in connection with the Alphatec Acquisition, Globus Ireland entered into a supply agreement with Alphatec, pursuant to which Alphatec will supply products to Globus Ireland and its newly-acquired subsidiaries for up to five years after the Closing Date. We accounted for the Alphatec Acquisition under the purchase method of accounting, and as a result, recorded goodwill of approximately $16.5 million . The results of operations of Alphatec International have been included in our results of operations from the date of acquisition. Amounts recognized for assets acquired and liabilities assumed are based on our purchase price allocations and on certain management judgments. These allocations are based on an analysis of the estimated fair values of assets acquired and liabilities assumed, including identifiable tangible assets, and estimates of the useful lives of tangible assets. We completed our final purchase price allocations during August 2017. The final valuation adjustments were due primarily to reclassifications for inventory, instruments and cases purchased but not yet received at the closing date, reclassification of fair value adjustments to accrued expenses for inventory, reallocation of the purchase price and certain intangible assets between international jurisdictions, and tax adjustments related to inventory and intangibles. Based on our purchase price allocations, we believe that an immaterial amount of goodwill from the Alphatec Acquisition is deductible for tax purposes. The table below represents the final purchase price allocation for the identifiable tangible and intangible assets and liabilities of Alphatec International: (In thousands) Consideration: Cash paid at closing $ 80,000 Net working capital adjustment due (2,217 ) Fair value of consideration $ 77,783 Identifiable assets acquired and liabilities assumed: Cash acquired $ 4,010 Accounts receivable 12,352 Inventory 11,002 Customer relationships 38,800 Property and equipment 6,157 Deferred tax assets 1,446 Other assets 8,698 Accounts payable and accrued expenses (11,847 ) Deferred tax liabilities (9,359 ) Total identifiable net assets 61,259 Goodwill 16,524 Total allocated purchase price $ 77,783 The following unaudited pro forma information is based on our historical data and our assumptions for consolidated results of operations, and gives effect to the Alphatec Acquisition as if it had occurred on January 1, 2015. These unaudited pro forma results include adjustments having a continuing impact on our consolidated statements of income. These adjustments primarily consist of: adjustments to the fair value of inventory, adjustments to depreciation for the fair value and depreciable lives of property and equipment, amortization of intangibles, interest income and adjustments to tax expense based on consolidated pro forma results. These results have been prepared using assumptions our management believes are reasonable, are not necessarily indicative of the actual results that would have occurred if the acquisition had occurred on January 1, 2015, and are not necessarily indicative of the results that may be achieved in the future, including but not limited to operating synergies that we may realize as a result of the Alphatec Acquisition. (pro forma, unaudited, in thousands, except per share amounts) December 31, December 31, Net sales $ 595,698 $ 598,386 Net income 110,611 115,181 Earnings per share: Basic $ 1.16 $ 1.21 Diluted $ 1.15 $ 1.20 |
NOTE RECEIVABLE
NOTE RECEIVABLE | 12 Months Ended |
Dec. 31, 2017 | |
Note Receivable [Abstract] | |
Note Receivable Disclosure | NOTE RECEIVABLE On September 1, 2016, in connection with the Alphatec Acquisition, we entered into a Credit, Security and Guaranty Agreement (the “Credit Agreement”) with Alphatec and Alphatec Spine, Inc. (“Alphatec Spine” and together with Alphatec, the “Alphatec Borrowers”), pursuant to which we made available to the Alphatec Borrowers a senior secured term loan facility in an amount not to exceed $30.0 million . On the Closing Date, we made an initial loan of $25.0 million and the Alphatec Borrowers issued a note for such amount to us. On December 20, 2016, the remaining $5.0 million was drawn by the Alphatec Borrowers and added to the note. The Credit Agreement contains customary operational and financial covenants, including a fixed charge coverage ratio to be maintained by the Alphatec Borrowers, and provides us with a security interest in all of the assets of the Alphatec Borrowers. The Credit Agreement has a scheduled maturity date five years from the Closing Date. The term loan interest rate for the first two years following the Closing Date is priced at the London Interbank Offered Rate (“ LIBOR ”) plus 8.0% , subject to a 9.5% floor. The term loan interest rate thereafter will be LIBOR plus 13.0% . On March 30, 2017, we entered into a First Amendment to the Credit Agreement which modified the time periods during which the Alphatec Borrowers are required to calculate the fixed charge coverage ratio in order to determine compliance with the Credit Agreement. The first period subject to compliance of the fixed charge coverage ratio is the month ended April 30, 2018. Interest accrues on the note receivable based on the contractual terms of the note. We consider a note to be impaired when, based on current information or factors (such as payment history, value of collateral and assessment of the borrower’s current creditworthiness), it is probable that the principal and interest payments will not be collected according to the note agreement. As of December 31, 2017 , we do not consider this note to be impaired. We believe that the note’s carrying value approximates its fair value. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure | INTANGIBLE ASSETS A summary of intangible assets is presented below: December 31, 2017 (In thousands) Weighted- Gross Accumulated Amortization Intangible In-process research & development — $ 20,003 $ — $ 20,003 Supplier network 10.0 4,000 (1,267 ) $ 2,733 Customer relationships & other intangibles 6.8 41,345 (11,589 ) $ 29,756 Developed technology 10.0 20,460 (682 ) $ 19,778 Patents 16.9 7,389 (1,000 ) $ 6,389 Total intangible assets $ 93,197 $ (14,538 ) $ 78,659 Due to the FDA 510(k) clearance for the Company’s robotic guidance and navigation system in the third quarter of 2017, $20.5 million of IPR&D was transferred to Developed technology and began to be amortized over a period of 10 years. December 31, 2016 (In thousands) Weighted- Gross Accumulated Amortization Intangible In-process research & development — $ 20,460 $ — $ 20,460 Supplier network 10.0 4,000 (867 ) 3,133 Customer relationships & other intangibles 6.8 40,308 (5,179 ) 35,129 Developed technology 7.0 628 (22 ) 606 Patents 16.1 3,035 (657 ) 2,378 Total intangible assets $ 68,431 $ (6,725 ) $ 61,706 During 2016, we recorded an impairment charge of $3.5 million related to one of our IPR&D projects as a component of acquisition related costs. We used a discounted future cash flow analysis to determine the f air value used to determine the impairment charge. A summary of the net carrying value of goodwill is presented below: (In thousands) December 31, 2015 $ 91,964 Additions and adjustments 14,785 Foreign exchange (823 ) December 31, 2016 105,926 Additions and adjustments 17,907 Foreign exchange 57 December 31, 2017 $ 123,890 For intangible assets subject to amortization as of December 31, 2017 , the following is the expected future amortization: (In thousands) Annual Amortization Year ending December 31: 2018 $ 8,699 2019 8,562 2020 8,295 2021 8,060 2022 7,506 Thereafter 17,534 Total $ 58,656 |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 12 Months Ended |
Dec. 31, 2017 | |
Marketable Securities [Abstract] | |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure | MARKETABLE SECURITIES The composition of our short-term and long-term marketable securities is as follows: December 31, 2017 (In thousands) Contractual Maturity (in years) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term: Municipal bonds Less than 1 $ 124,817 $ 1 $ (141 ) $ 124,677 Corporate debt securities Less than 1 64,599 5 (68 ) 64,536 Commercial paper Less than 1 55,768 — (27 ) 55,741 U.S. government and agency securities Less than 1 9,960 — (24 ) 9,936 Total short-term marketable securities $ 255,144 $ 6 $ (260 ) $ 254,890 Long-term: Municipal bonds 1-2 $ 15,285 $ — $ (48 ) $ 15,237 Corporate debt securities 1-2 17,155 3 (39 ) 17,119 Asset backed securities 1-2 23,841 — (64 ) 23,777 Total long-term marketable securities $ 56,281 $ 3 $ (151 ) $ 56,133 December 31, 2016 (In thousands) Contractual Maturity (in years) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term: Municipal bonds Less than 1 $ 180,511 $ 2 $ (88 ) $ 180,425 Corporate debt securities Less than 1 36,020 21 (4 ) 36,037 Commercial paper Less than 1 6,898 — (2 ) 6,896 Total short-term marketable securities $ 223,429 $ 23 $ (94 ) $ 223,358 Long-term: Municipal bonds 1-2 $ 30,207 $ — $ (137 ) $ 30,070 Corporate debt securities 1-2 15,278 9 (40 ) 15,247 Asset backed securities 1-2 10,146 6 (1 ) 10,151 U.S. government and agency securities 1-2 5,002 — (26 ) 4,976 Total long-term marketable securities $ 60,633 $ 15 $ (204 ) $ 60,444 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Under the accounting for fair value measurements and disclosures, fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or the liability in an orderly transaction between market participants on the measurement date. Additionally, a fair value hierarchy was established that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Our assets and liabilities measured at fair value on a recurring basis are classified and disclosed in one of the following three categories: Level 1—quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2—observable inputs other than quoted prices in active markets for identical assets and liabilities; and Level 3—unobservable inputs in which there is little or no market data available, which require the reporting entity to use significant unobservable inputs or valuation techniques. The fair value of our assets and liabilities measured at fair value on a recurring basis was as follows: Balance at (In thousands) December 31, Level 1 Level 2 Level 3 Assets Cash equivalents $ 31,549 $ 5,927 $ 25,622 $ — Municipal bonds 139,914 — 139,914 — Corporate debt securities 81,655 — 81,655 — Commercial paper 55,741 — 55,741 — Asset-backed securities 23,777 — 23,777 — U.S. government and agency securities 9,936 — 9,936 — Liabilities Contingent consideration 15,919 — — 15,919 Balance at (In thousands) December 31, Level 1 Level 2 Level 3 Assets Cash equivalents $ 10,472 $ 957 $ 9,515 $ — Municipal bonds 210,495 — 210,495 — Corporate debt securities 51,284 — 51,284 — Commercial paper 6,896 — 6,896 — Asset-backed securities 10,151 — 10,151 — U.S. government and agency securities 4,976 — 4,976 — Liabilities Contingent consideration 19,849 — — 19,849 Our marketable securities are classified as Level 2 within the fair value hierarchy, as we measure their fair value using market prices for similar instruments and inputs such as actual trade data, benchmark yields, broker/dealer quotes and other similar data obtained from quoted market prices or independent pricing vendors. Assets and Liabilities That Are Measured at Fair Value on a Nonrecurring Basis The purchase price of business acquisitions is primarily allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the excess recorded as goodwill. We utilize Level 3 inputs in the determination of the initial fair value. Non-financial assets such as goodwill, intangible assets, and property, plant, and equipment are subsequently measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment is recognized. We assess the impairment of intangible assets annually or whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. The fair value of our goodwill and intangible assets is not estimated if there is no change in events or circumstances that indicate the carrying amount of an intangible asset may not be recoverable. Contingent consideration represents our contingent milestone, performance and revenue-sharing payment obligations related to our acquisitions and is measured at fair value, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions we believe would be made by a market participant. We assess these estimates on an ongoing basis as additional data impacting the assumptions is obtained. The balances of the fair value of contingent consideration are recognized within business acquisition liabilities on our consolidated balance sheets, and the changes in the fair value of contingent consideration are recognized within acquisition related costs in the consolidated statements of income. As part of the KB Medical Acquisition during the second quarter of 2017, we incurred a milestone-based contingent consideration liability . The recurring Level 3 fair value measurements of our contingent consideration liabilities include the following significant unobservable inputs, which have not materially changed since December 31, 2016: Fair Value at (In thousands) December 31, Valuation technique Unobservable input Range Discount rate 6.7 % - 8.5 % Revenue-based payments $ 11,249 Discounted cash flow Probability of payment 87.0 % - 100.0 % Projected year of payment 2018 - 2029 Discount rate 4.4% Milestone-based payments $ 4,670 Discounted cash flow Probability of payment 100% Projected year of payment 2018 The following table provides a reconciliation of the beginning and ending balances of contingent consideration: Year Ended (In thousands) December 31, December 31, Beginning balance $ 19,849 $ 26,617 Purchase price contingent consideration 4,871 — Contingent payments (10,109 ) (5,002 ) Non-cash settlement of certain contingent consideration — (4,632 ) Changes resulting from foreign currency fluctuations 68 — Changes in fair value of contingent consideration 1,240 2,866 Ending balance $ 15,919 $ 19,849 During 2016, we recorded non-cash settlements of certain business acquisition liabilities of $ 4.6 million related to two of our previous acquisitions as a component of acquisition related costs. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES (In thousands) December 31, 2017 December 31, 2016 Raw materials $ 19,984 $ 13,257 Work in process 10,012 10,747 Finished goods 78,413 88,688 Total $ 108,409 $ 112,692 |
PROPERTY & EQUIPMENT
PROPERTY & EQUIPMENT | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Property, Plant, and Equipment, Additional Disclosures | 6,462 | 5,200 | 4,800 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | ACCRUED EXPENSES (In thousands) December 31, December 31, Compensation and other employee-related costs $ 29,006 $ 23,214 Legal and other settlements and expenses 1,177 734 Accrued non-income taxes 6,325 6,946 Royalties 2,139 4,671 Other 13,947 10,836 Total accrued expenses $ 52,594 $ 46,401 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Line of Credit In May 2011 , we entered into a credit agreement with Wells Fargo Bank related to a revolving credit facility that provides for borrowings up to $50.0 million . At our request, and with the approval of the bank, the amount of borrowings available under the revolving credit facility can be increased to $75.0 million . The revolving credit facility includes up to a $25.0 million sub-limit for letters of credit. As amended to date, the revolving credit facility expires in May 2018 . Cash advances bear interest at our option either at a fluctuating rate per annum equal to the daily LIBOR in effect for a one -month period plus 0.75% , or a fixed rate for a one - or three -month period equal to LIBOR plus 0.75% . The credit agreement governing the revolving credit facility also subjects us to various restrictive covenants, including the requirement to maintain maximum consolidated leverage. The covenants also include limitations on our ability to repurchase shares, to pay cash dividends or to enter into a sale transaction. As of December 31, 2017 , we were in compliance with all financial covenants under the credit agreement, there were no outstanding borrowings under the revolving credit facility and available borrowings were $50.0 million . We may terminate the credit agreement at any time on ten days’ notice without premium or penalty. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Equity | EQUITY Our amended and restated Certificate of Incorporation provides for a total of 785,000,000 authorized shares of common stock. Of the authorized number of shares of common stock, 500,000,000 shares are designated as Class A common stock (“Class A Common”), 275,000,000 shares are designated as Class B common stock (“Class B Common”) and 10,000,000 shares are designated as Class C common stock (“Class C Common”). The holders of Class A Common are entitled to one vote for each share of Class A Common held. The holders of Class B Common are entitled to 10 votes for each share of Class B Common held. The holders of Class A Common and Class B Common vote together as one class of common stock. The Class C Common is nonvoting. Except for voting rights, the Class A Common, Class B Common and Class C Common have the same rights and privileges. Our issued and outstanding common shares by Class were as follows: (Shares) Class A Common Class B Common Class C Common Total December 31, 2017 72,780,325 23,877,556 — 96,657,881 December 31, 2016 72,052,360 23,877,556 — 95,929,916 The tables below present the changes in each component of accumulated other comprehensive income (loss), including current period other comprehensive loss and reclassifications out of accumulated other comprehensive income (loss): (In thousands) Unrealized loss on marketable securities, net of tax Foreign currency translation adjustments Accumulated other comprehensive loss Accumulated other comprehensive loss, net of tax, at December 31, 2015 $ (119 ) $ (1,839 ) $ (1,958 ) Other comprehensive loss before reclassifications (74 ) (6,636 ) (6,710 ) Amounts reclassified from accumulated other comprehensive loss, net of tax 26 — 26 Other comprehensive loss, net of tax (48 ) (6,636 ) (6,684 ) Accumulated other comprehensive loss, net of tax, at December 31, 2016 (167 ) (8,475 ) (8,642 ) Other comprehensive (loss)/income before reclassifications (143 ) 1,881 1,738 Amounts reclassified from accumulated other comprehensive loss, net of tax (3 ) — (3 ) Other comprehensive (loss)/income, net of tax (146 ) 1,881 1,735 Accumulated other comprehensive loss, net of tax, at December 31, 2017 (313 ) (6,594 ) (6,907 ) Amounts reclassified from accumulated other comprehensive loss, net of tax, related to unrealized gains/losses on marketable securities were released to other income, net in our consolidated statements of income. The increase in foreign currency translation loss during the year ended December 31, 2016 is primarily due to the translation, since the acquisition date, of the net assets acquired in the Alphatec Acquisition for those entities whose functional currency and net assets are not denominated in U.S. dollars. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION We have three stock plans: our Amended and Restated 2003 Stock Plan, our 2008 Stock Plan, and our 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan is the only remaining active stock plan. The purpose of these stock plans was, and the 2012 Plan is, to provide incentive to employees, directors, and consultants of Globus. The Plans are administered by the Board of Directors of Globus (the “Board”) or its delegates. The number, type of option, exercise price, and vesting terms are determined by the Board or its delegates in accordance with the terms of the Plans. The options granted expire on a date specified by the Board, but generally not more than ten years from the grant date. Option grants to employees generally vest in varying installments over a four -year period. The 2012 Plan was approved by our Board in March 2012, and by our stockholders in June 2012. Under the 2012 Plan, the aggregate number of shares of Class A Common stock that may be issued subject to options and other awards is equal to the sum of (i) 3,076,923 shares, (ii) any shares available for issuance under the 2008 Plan as of March 13, 2012, (iii) any shares underlying awards outstanding under the 2008 Plan as of March 13, 2012 that, on or after that date, are forfeited, terminated, expired or lapse for any reason, or are settled for cash without delivery of shares and (iv) starting January 1, 2013, an annual increase in the number of shares available under the 2012 Plan equal to up to 3% of the number of shares of our common and preferred stock outstanding at the end of the previous year, as determined by our Board. The number of shares that may be issued or transferred pursuant to incentive stock options under the 2012 Plan is limited to 10,769,230 shares. The shares of Class A Common stock covered by the 2012 Plan include authorized but unissued shares, treasury shares or shares of common stock purchased on the open market. As of December 31, 2017 , pursuant to the 2012 Plan, there were 14,889,882 shares of Class A Common stock reserved and 5,572,142 shares of Class A Common stock available for future grants. The weighted average grant date per share fair values of the options awarded to employees were as follows: Year Ended December 31, December 31, December 31, Weighted average grant date per share fair value $ 9.12 $ 7.62 $ 8.63 The fair value of the options was estimated on the date of the grant using a Black-Scholes option pricing model with the following assumptions: Year Ended December 31, December 31, December 31, Risk-free interest rate 1.74% - 2.20% 1.03% - 2.01% 1.39% - 2.11% Expected term (years) 5.8 - 6.4 5.8 - 6.5 5.1 - 9.9 Expected volatility 26.0% - 29.0% 28.0% - 29.0% 29.0% - 38.0% Expected dividend yield —% —% —% Stock option activity during the year ended December 31, 2017 is summarized as follows: Option Shares (thousands) Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value (thousands) Outstanding at January 1, 2017 7,741 $ 21.08 Granted 2,545 28.52 Exercised (728 ) 16.17 Forfeited (517 ) 24.12 Outstanding at December 31, 2017 9,041 $ 23.40 7.4 $ 160,047 Exercisable at December 31, 2017 4,326 20.07 6.1 90,981 Expected to vest at December 31, 2017 4,714 $ 26.45 8.6 $ 69,066 We use the Black Scholes pricing model to determine the fair value of our stock options (see “Note 1. Background and Summary of Significant Accounting Policies, (q) Stock-Based Compensation” above). Compensation expense related to stock options granted to employees and non-employees under the Plans and the intrinsic value of stock options exercised was as follows: Year Ended (In thousands) December 31, December 31, December 31, Intrinsic value of stock options exercised $ 12,217 $ 8,824 $ 9,984 Stock-based compensation expense $ 14,686 $ 11,382 $ 9,639 Net stock-based compensation capitalized into inventory 196 270 221 Total stock-based compensation cost $ 14,882 $ 11,652 $ 9,860 As of December 31, 2017 , there was $33.5 million of unrecognized compensation expense related to unvested employee stock options that vest over a weighted average period of three years. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The components of income before income taxes are as follows: Year ended (In thousands) December 31, 2017 December 31, 2016 December 31, 2015 Domestic $ 155,051 $ 154,377 $ 171,278 Foreign 14,877 2,902 1,527 Total $ 169,928 $ 157,279 $ 172,805 The components of the provision for income taxes are as follows: Year ended (In thousands) December 31, 2017 December 31, 2016 December 31, 2015 Current: Federal $ 46,728 $ 51,785 $ 45,813 State 5,009 4,533 7,193 Foreign 2,638 748 673 54,375 57,066 53,679 Deferred: Federal 10,553 (4,527 ) 5,926 State (1,123 ) 204 480 Foreign (1,225 ) 195 (64 ) 8,205 (4,128 ) 6,342 Total $ 62,580 $ 52,938 $ 60,021 A reconciliation of the statutory U.S. federal tax rate to our effective rate is as follows: Year ended December 31, 2017 December 31, 2016 December 31, 2015 Statutory U.S. federal tax rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 1.9 2.2 3.0 Foreign taxes 1.0 0.4 0.2 Domestic production activities deduction (2.3 ) (2.7 ) (2.6 ) Tax credits (3.8 ) (1.3 ) (0.9 ) Stock compensation windfall (1.4 ) — — Nondeductible expenses 0.1 0.1 0.1 Other (0.2 ) — (0.1 ) Tax reform impact 6.5 — — Effective tax rate 36.8 % 33.7 % 34.7 % Deferred income taxes reflect the tax effects of temporary differences between the basis of assets and liabilities recognized for financial reporting purposes and tax purposes. Significant components of our deferred income taxes are as follows: (In thousands) December 31, 2017 December 31, 2016 Deferred tax assets: Inventory reserve $ 23,087 $ 31,202 Accruals, reserves, and other currently not deductible 7,812 13,269 Stock-based compensation 9,109 10,595 Foreign net operating loss carryforwards 1,924 227 Total deferred tax assets 41,932 55,293 Valuation allowance (1,821 ) (83 ) Total deferred tax assets, net of valuation allowance 40,111 55,210 Deferred tax liabilities: Depreciation and amortization (30,749 ) (32,448 ) Total deferred tax liabilities (30,749 ) (32,448 ) Net deferred tax assets $ 9,362 $ 22,762 In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that we will realize the benefits of these deductible differences at December 31, 2017 and 2016 . The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. As of December 31, 2017 and 2016 , we have NOL carryforwards of $0.2 million and $1.9 million , respectively, which, if unused, will expire in years 2020 through 2027. The Company has established valuation allowances of $1.8 million and $0.1 million at December 31, 2017 and 2016, respectively, primarily related to the uncertainty of the utilization of certain deferred tax assets and primarily comprised of tax loss carryforwards in various jurisdictions. The increase in the valuation allowance during fiscal year 2017 is primarily driven by the acquisition of foreign tax loss carryforwards that is more likely than not to be realized. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year ended (In thousands) December 31, 2017 December 31, 2016 December 31, 2015 Unrecognized tax benefits at the beginning of the year $ 1,862 $ 1,575 $ 3,228 Additions related to current year tax positions — — 316 Additions related to prior year tax positions 739 287 261 Reductions related to prior year tax positions — — (2,230 ) Unrecognized tax benefits at the end of the year $ 2,601 $ 1,862 $ 1,575 The impact of our unrecognized tax benefits to the effective income tax rate is as follows: (In thousands) December 31, 2017 December 31, 2016 December 31, 2015 Portion of total unrecognized tax benefits that, if recognized, would affect the effective income tax rate $ 2,076 $ 1,542 $ 1,335 We have not recorded income taxes on the undistributed earnings of our foreign subsidiaries based upon our intention to indefinitely reinvest undistributed earnings to ensure sufficient working capital and further expansion of existing operations outside the United States. The undistributed earnings of our foreign subsidiaries as of December 31, 2017 are immaterial. In the event we are required to repatriate funds from outside of the United States, such repatriation may be subject to local laws, customs, and tax consequences. Interest and penalties are recorded in the statement of income as provision for income taxes. The total interest and penalties recorded in the statement of income was nominal for the years ended December 31, 2017 , 2016 and 2015 . We do not expect a significant change in our uncertain tax benefits in the next twelve months. We are subject to federal income tax as well as income tax of multiple state and foreign jurisdictions. With few exceptions, we are no longer subject to income tax examination by tax authorities in major jurisdictions for years prior to 2013 as of December 31, 2017 . On December 22, 2017, the U.S. Tax Cuts and Jobs Act (“Tax Reform Act”) was enacted. The Tax Reform Act includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. corporate income tax rate from 35% to 21%, repeals the deduction for domestic production activities, implements a territorial tax system and imposes a repatriation tax on earnings of foreign subsidiaries, among other things. The Company recognized the income tax effects of the Tax Reform Act in its 2017 financial statements in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740, Income Taxes , in the reporting period in which the Tax Reform Act was signed into law. As such, the Company’s financial results reflect the income tax effects of the Tax Reform Act for which the accounting under ASC Topic 740 is complete and provisional amounts for those specific income tax effects of the Tax Reform Act for which the accounting under ASC Topic 740 is incomplete but a reasonable estimate could be determined. Due to the complexity of the new Global Intangible Low-Taxed Income (“GILTI”) tax rules and Base Erosion and Anti-Abuse Tax (“BEAT”), the Company continues to evaluate these provisions of the Tax Reform Act and the application of ASC Topic 740 and therefore has not made any adjustments or estimates related to potential GILTI or BEAT tax in its financial statements as of December 31, 2017 . The Company has recorded a net tax charge of $10.3 million related to the re-measurement of its deferred tax assets as well as a current tax charge of $0.7 million related to the deemed repatriation of its foreign earnings for the three months and year ended December 31, 2017 . Both of the tax charges represent provisional amounts and the Company’s current best estimates. Any adjustments recorded to the provisional amounts through the fourth quarter of fiscal 2018 will be included in income from operations as an adjustment to tax expense. The provisional amounts incorporate assumptions made based upon the Company’s current interpretation of the Tax Reform Act and may change as the Company receives additional clarification and implementation guidance. The Company intends to indefinitely reinvest its foreign earning abroad to ensure sufficient working capital for further expansion of its existing operations outside the United States, therefore no provisional adjustments were made pertaining to local or state tax consequences. On December 18, 2015 the Protecting Americans from Tax Hikes Act of 2015 (“PATH”) was signed into law. One of the provisions of PATH was the permanent extension of Internal Revenue Code section 41 research and development tax credit. As of December 31, 2015 a benefit was recognized for this tax credit and is included in the 2015 tax provision. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2017 | |
Leases, Operating [Abstract] | |
Leases | LEASES The Company leases certain equipment and facilities under operating leases. As of December 31, 2017 , minimum future rental payments under operating leases for each of the next five years are as follows: (In thousands) Year ending December 31: 2018 $ 1,488 2019 663 2020 240 2021 74 2022 46 Thereafter 19 Total $ 2,530 Rent expense related to all operating leases recognized as a component of selling, general and administrative expenses was as follows: Year ended (In thousands) December 31, 2017 December 31, 2016 December 31, 2015 Rent expense $ 2,123 $ 1,500 $ 1,113 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES We are involved in a number of proceedings, legal actions, and claims. Such matters are subject to many uncertainties, and the outcomes of these matters are not within our control and may not be known for prolonged periods of time. In some actions, the claimants seek damages, as well as other relief, including injunctions prohibiting us from engaging in certain activities, which, if granted, could require significant expenditures and/or result in lost revenues. We record a liability in the consolidated financial statements for these actions when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed. In most cases, significant judgment is required to estimate the amount and timing of a loss to be recorded. While it is not possible to predict the outcome for most of the matters discussed, we believe it is possible that costs associated with them could have a material adverse impact on our consolidated earnings, financial position or cash flows. N-Spine, Synthes and DePuy Synthes Litigation In April 2010, N-Spine, Inc. and Synthes USA Sales, LLC filed suit against us in the U.S. District Court for the District of Delaware for patent infringement. N-Spine, the patent owner, and Synthes USA, a licensee of the subject patent, alleged that we infringed one or more claims of the patent by making, using, offering for sale or selling our TRANSITION ® stabilization system product. This matter was one of the four patent infringement lawsuits concerning spinal implant technologies between Globus Medical, Inc. and DePuy Synthes settled on January 13, 2016 for $7.9 million . In a related matter, on January 8, 2014, DePuy Synthes Products, LLC (“Depuy Synthes”) filed suit against us in the U.S. District Court for the District of Delaware for patent infringement. DePuy Synthes alleged that we infringed one or more claims of the asserted patent by making, using, offering for sale or selling our TRANSITION ® stabilization system product. This matter was one of the four patent infringement lawsuits concerning spinal implant technologies between Globus Medical, Inc. and DePuy Synthes settled on January 13, 2016 for $7.9 million . Synthes USA, LLC, Synthes USA Products, LLC and Synthes USA Sales, LLC Litigation In July 2011, Synthes USA, LLC, Synthes USA Products, LLC and Synthes USA Sales, LLC filed suit against us in the U.S. District Court for the District of Delaware for patent infringement. Synthes USA LLC, the patent owner, Synthes USA Products, LLC, a licensee to manufacture products of the subject patents, and Synthes USA Sales LLC, a licensee to sell products of the subject patents, alleged that we infringed one or more claims of three patents by making, using, offering for sale or selling our COALITION ® , INDEPENDENCE ® and INTERCONTINENTAL ® products. This matter was one of the four patent infringement lawsuits concerning spinal implant technologies between Globus Medical, Inc. and DePuy Synthes settled on January 13, 2016 for $7.9 million . L5 Litigation In December 2009, we filed suit in the Court of Common Pleas of Montgomery County, Pennsylvania against our former exclusive independent distributor L5 Surgical, LLC and its principals, seeking an injunction and declaratory judgment concerning certain restrictive covenants made to L5 by its sales representatives. L5 brought counterclaims against us alleging tortious interference, unfair competition and conspiracy. The injunction phase was resolved in September 2010, and this matter is now in the pre-trial phase of litigation on the underlying damages claims. We expect the case to proceed to trial in the first half of 2018. We intend to defend our rights vigorously. The outcome of this litigation cannot be determined, nor can we estimate a range of potential loss. Bianco Litigation On March 21, 2012, Sabatino Bianco filed suit against us in the Federal District Court for the Eastern District of Texas claiming that we misappropriated his trade secret and confidential information and improperly utilized it in developing our CALIBER ® product. Bianco alleges that we engaged in misappropriation of trade secrets, breach of contract, unfair competition, fraud and theft. On October 1, 2013, Bianco amended his complaint to claim that his trade secrets and confidential information were also used improperly in developing our RISE ® and CALIBER-L ® products. On September 13, 2017, we settled this matter with Bianco for $11.5 million in cash, which resulted in the reversal of a previously recorded accrual of $2.5 million and the recording of $9.0 million in other assets that will be amortized through June 30, 2022, as a component of cost of goods sold. Bonutti Skeletal Innovations, LLC Litigation On November 19, 2014, Bonutti Skeletal Innovations, LLC (“Bonutti Skeletal”) filed suit against us in the U.S. District Court for the Eastern District of Pennsylvania for patent infringement. Bonutti Skeletal, a non-practicing entity, alleged that Globus willfully infringed one or more claims of six patents by making, using, offering for sale or selling the CALIBER ® , CALIBER ® -L, COALITION ® , CONTINENTAL ® , FORGE ® , FORTIFY ® , INDEPENDENCE ® , INTERCONTINENTAL ® , MONUMENT ® , NIKO ® , RISE ® , SIGNATURE ® , SUSTAIN ® , and TRANSCONTINENTAL ® products. Globus Medical, Inc. and Bonutti Skeletal settled this matter on June 9, 2016. Flexuspine, Inc. Litigation On March 11, 2015, Flexuspine, Inc. filed suit against us in the U.S. District Court for the Eastern District of Texas for patent infringement. Flexuspine, Inc. alleged that Globus willfully infringed one or more claims of five patents by making, using, offering for sale or selling the CALIBER ® , CALIBER ® -L, and ALTERA ® products. On August 19, 2016, a jury returned a verdict in our favor finding no infringement of the asserted patents by the CALIBER ® , CALIBER ® -L, and ALTERA ® products. On January 19, 2018 the United States Court of Appeals for the Federal Circuit affirmed the decisions of the lower court. On February 19, 2018, Flexuspine, Inc. filed a petition for panel rehearing in the United States Court of Appeals for the Federal Circuit. In addition, we are subject to legal proceedings arising in the ordinary course of business. |
RETIREMENT BENEFIT PLANS
RETIREMENT BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2017 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | |
Retirement Benefit Plans | RETIREMENT BENEFIT PLANS We sponsor a 401(k) Plan covering all eligible U.S. employees. Under the 401(k) Plan, we make nondiscretionary matching contributions at the rate of 100% of employee’s contributions up to a maximum annual contribution of $6,000 per eligible employee, limited to 3% of the employee’s compensation for the period. Additionally, we contribute to various foreign retirement benefit plans required by local law or coordinated with government sponsored plans which cover many of our international employees. The benefits offered under these plans are reflective of local customs and practices in the countries concerned. Company contributions to these retirement plans were as follows: Year ended (In thousands) December 31, 2017 December 31, 2016 December 31, 2015 401(k) and other retirement plan contributions $ 3,597 $ 2,772 $ 2,303 |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | RELATED-PARTY TRANSACTIONS Prior to March 11, 2015, we had contracted with BMG, which at the time was a third-party manufacturer in which certain of our senior management and significant stockholders had ownership interests and leadership positions. On March 11, 2015, BMG was acquired by Globus, and therefore, as of the acquisition date, there were no further purchases from nor amounts due to BMG. For the period ended March 11, 2015, we purchased $5.3 million from the related-party supplier. The amount payable to BMG on the date of acquisition of $5.2 million was settled in connection with the acquisition. |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment And Geographic Information | SEGMENT AND GEOGRAPHIC INFORMATION Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. We globally manage the business within one operating segment. Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance. The following table represents total sales by geographic area, based on the location of the customer: Year Ended (In thousands) December 31, December 31, December 31, United States $ 529,882 $ 500,226 $ 498,191 International 106,095 63,768 46,562 Total sales $ 635,977 $ 563,994 $ 544,753 We classify our products into two categories: Innovative Fusion products and Disruptive Technology products. The following table represents total sales by product category: Year Ended (In thousands) December 31, December 31, December 31, Innovative Fusion $ 327,391 $ 287,594 $ 288,062 Disruptive Technology 308,586 276,400 256,691 Total sales $ 635,977 $ 563,994 $ 544,753 |
QUARTERLY FINANCIAL DATA (unaud
QUARTERLY FINANCIAL DATA (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | QUARTERLY FINANCIAL DATA (unaudited) Reclassifications have been made to prior period reported gross profit amounts to conform to the current period presentation. (unaudited) (In thousands, except per share amounts) March 31, June 30, September 30, December 31, Sales $ 155,809 $ 152,390 $ 151,744 $ 176,034 Gross profit 120,209 115,191 114,946 135,178 Net income 28,714 28,667 25,591 24,376 Net earnings per common share - basic 0.30 0.30 0.27 0.25 Net earnings per common share - diluted 0.30 0.29 0.26 0.25 (unaudited) (In thousands, except per share amounts) March 31, June 30, September 30, December 31, Sales $ 139,264 $ 137,489 $ 135,651 $ 151,590 Gross profit 107,745 104,758 104,198 112,588 Net income 28,010 25,806 26,227 24,298 Net earnings per common share - basic 0.29 0.27 0.27 0.25 Net earnings per common share - diluted 0.29 0.27 0.27 0.25 |
VALUATION ACCOUNTS AND QUALIFYI
VALUATION ACCOUNTS AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation Accounts and Qualifying Accounts | VALUATION ACCOUNTS AND QUALIFYING ACCOUNTS Allowance for doubtful accounts: (In thousands) Beginning of period Additions Write-offs End of period Year ended December 31, 2015 $ 1,647 $ 1,465 $ (599 ) $ 2,513 Year ended December 31, 2016 2,513 865 (607 ) 2,771 Year ended December 31, 2017 $ 2,771 $ 1,718 $ (526 ) $ 3,963 Deferred tax valuation allowance: (In thousands) Beginning of period Additions Write-offs End of period Year ended December 31, 2015 $ 45 $ — $ (2 ) $ 43 Year ended December 31, 2016 43 40 — 83 Year ended December 31, 2017 $ 83 $ 1,738 $ — $ 1,821 |
BACKGROUND AND SUMMARY OF SIG28
BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | (b) Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). During the fourth quarter of 2016 , we self-identified and recorded non-cash prior period adjustments primarily related to depreciation and scrap expense for our instruments and cases. This $1.8 million net cumulative adjustment related to the period beginning in 2013 and through 2015 and resulted in a $5.5 million pre-tax increase in depreciation and a $3.7 million pre-tax decrease in scrap and provision for excess and obsolete inventory, both of which are primarily components of our full fiscal year 2016 cost of goods sold on our consolidated statement of income. We performed the analysis required by Staff Accounting Bulletin No. 99, Materiality , and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements , and determined that the effect of the adjustments was not material to the financial position, results of operations or cash flows of any prior fiscal year from both a quantitative and qualitative perspective and is not material to the full fiscal year 2016 . During the fourth quarter of 2017 , the Company identified and recorded an adjustment to its December 31, 2016 consolidated balance sheet to correct the presentation of $65.8 million of its Variable Rate Demand Notes (“VRDNs”) as short-term marketable securities instead of cash and cash equivalents. Accordingly, the statement of cash flows for the year ended December 31, 2016 has been adjusted to appropriately increase purchases of marketable securities by $63.3 million , resulting in an increase in net cash used in investing activities and a decrease to cash and cash equivalents, end of period of $63.3 million . The statement of cash flows for the year ended December 31, 2015 has been adjusted to appropriately increase purchases of marketable securities by $2.5 million , resulting in an increase in net cash used in investing activities and a decrease to cash and cash equivalents, end of period of $2.5 million . As of December 31, 2016 , this adjustment also resulted in the addition of VRDNs to the table in Note 5, Marketable Securities and an adjustment to appropriately present VRDNs in the table in Note 6, Fair Value Measurements within Municipal bonds instead of cash equivalents. In accordance with FASB Topic ASC 320, Investments-Debt and Equity Securities, based on our ability to market and sell these instruments and our intent to not hold such instruments until maturity, we account for VRDNs as available-for-sale, and carry them at their fair value. VRDNs are similar to short-term debt instruments because their interest rates are reset periodically. Investments in these securities can be sold for cash on the auction date. We classify VRDNs at December 31, 2016 as short-term based on the reset dates. The Company does not own VRDNs as of December 31, 2017 . |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Globus and its wholly owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates, in part, on historical experience that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include intangible assets, contingent payment liabilities, allowance for doubtful accounts, stock-based compensation, write-down for excess and obsolete inventory, useful lives of assets, the outcome of litigation, recoverability of intangible assets and income taxes. We are subject to risks and uncertainties due to changes in the healthcare environment, regulatory oversight, competition, and legislation that may cause actual results to differ from estimated results. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of our foreign subsidiaries is generally their local currency. Assets and liabilities of the foreign subsidiaries are translated at the period end currency exchange rate and revenues and expenses are translated at an average currency exchange rate for the period. The resulting foreign currency translation gains and losses are included as a component of accumulated other comprehensive income. Gains and losses arising from intercompany foreign transactions are included in other income, net on the consolidated statement of income. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and all highly liquid investments with a maturity of three months or less when purchased. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, are primarily marketable securities and accounts receivable. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of entities comprising our customer base. We perform ongoing credit evaluations of our customers and generally do not require collateral. There was no customer that accounted for 10% or more of sales for the years ended December 31, 2017 , 2016 , and 2015 , respectively. |
Marketable Securities | Marketable Securities Our marketable securities include municipal bonds, VRDNs, corporate debt securities, commercial paper, securities of U.S. government-sponsored agencies and asset-backed securities, and are classified as available-for-sale as of December 31, 2017 and 2016 . Available-for-sale securities are recorded at fair value in both short-term and long-term marketable securities on our consolidated balance sheets. The change in fair value for available-for-sale securities is recorded, net of taxes, as a component of accumulated other comprehensive income or loss on our consolidated balance sheets. Premiums and discounts are recognized over the life of the related security as an adjustment to yield using the straight-line method. Realized gains or losses from the sale of our marketable securities are determined on a specific identification basis. Realized gains and losses, along with interest income and the amortization/accretion of premiums/discounts are included as a component of other income, net, on our consolidated statements of income. Interest receivable is recorded as a component of prepaid expenses and other current assets on our consolidated balance sheets. We maintain a portfolio of various holdings, types and maturities, though most of the securities in our portfolio could be liquidated at minimal cost at any time. We invest in securities that meet or exceed standards as defined in our investment policy. Our policy also limits the amount of credit exposure to any one issue, issuer or type of security. We review our securities for other-than-temporary impairment at each reporting period. If an unrealized loss for any security is considered to be other-than-temporary, the loss will be recognized in our consolidated statement of income in the period the determination is made. |
Inventories | Inventories I nventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. The majority of our inventories are finished goods and we utilize both in-house manufacturing and third-party suppliers to source our products. We periodically evaluate the carrying value of our inventories in relation to our estimated forecast of product demand, which takes into consideration the estimated life cycle of product releases. When quantities on hand exceed estimated sales forecasts, we record a write-down for such excess inventories. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Additions or improvements are capitalized, while repairs and maintenance are expensed as incurred. Depreciation and amortization are provided using the straight-line method over the related useful lives of the assets. When assets are sold or otherwise disposed of, the related property, equipment, and accumulated depreciation amounts are relieved from the accounts, and any gain or loss is recorded in the consolidated statements of income. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess purchase price over the fair values of the identifiable assets acquired less the liabilities assumed. Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by comparing the reporting unit’s carrying amount to the fair value of the reporting unit. The fair values are estimated using an income and discounted cash flow approach. We perform our annual impairment test for goodwill in the fourth quarter of each year. We consider qualitative indicators of the fair value of a reporting unit when it is unlikely that a reporting unit has impaired goodwill. During the years ended December 31, 2017 , 2016 and 2015 , we did not record any impairment charges related to goodwill. Intangible assets consist of purchased in-process research and development (“IPR&D”), developed technology, supplier network, patents, customer relationships and non-compete agreements. Intangible assets with finite useful lives are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one to seventeen years. Intangible assets are tested for impairment annually or whenever events or circumstances indicate that a carrying amount of an asset (asset group) may not be recoverable. If impairment is indicated, we measure the amount of the impairment loss as the amount by which the carrying amount exceeds the fair value of the asset. Fair value is generally determined using a discounted future cash flow analysis. During 2017 , we recorded an impairment charge of $ 0.5 million related to one of our developed technologies related to one of our systems as a component of selling, general and administrative expense. There were no impairments of finite-lived intangible assets during the years ended December 31, 2016 and 2015 . IPR&D has an indefinite life and is not amortized until completion of the project at which time the IPR&D becomes an amortizable asset. If the related project is not completed in a timely manner, we may have an impairment related to the IPR&D, calculated as the excess of the asset’s carrying value over its fair value. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We periodically evaluate the recoverability of the carrying amount of long-lived assets, which include property and equipment, as well as whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. An impairment is assessed when the undiscounted future cash flows from the use and eventual disposition of an asset group are less than its carrying value. If impairment is indicated, we measure the amount of the impairment loss as the amount by which the carrying amount exceeds the fair value of the asset group. Our fair value methodology is based on quoted market prices, if available. If quoted market prices are not available, an estimate of fair value is made based on prices of similar assets or other valuation techniques including present value techniques. |
Revenue Recognition | Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, product delivery has occurred, pricing is fixed or determinable, and collection is reasonably assured. A significant portion of our revenue is generated from consigned inventory maintained at hospitals or with sales representatives. For these products, revenue is recognized at the time the product is used or implanted. For all other transactions, we recognize revenue when title to the goods and risk of loss transfer to customers, provided there are no remaining performance obligations that will affect the customer’s final acceptance of the sale. Our policy is to classify shipping and handling costs billed to customers as sales and the related expenses as cost of goods sold. |
Cost of Sales, Policy [Policy Text Block] | Cost of Goods Sold Cost of goods sold consists primarily of costs from our in-house manufacturing, costs of products purchased from third-party suppliers, excess and obsolete inventory charges, depreciation of surgical instruments and cases, royalties, shipping, inspection and related costs incurred in making our products available for sale or use. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Research and development costs include salaries, employee benefits, supplies, consulting services, clinical services and clinical trial costs, and facilities costs. Costs incurred in obtaining technology licenses and patents are charged immediately to research and development expense if the technology licensed has not reached technological feasibility and has no alternative future use. |
Stock-Based Compensation | Stock-Based Compensation The cost for employee and non-employee director awards is measured at the grant date based on the fair value of the award. The fair value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period (generally the vesting period of the equity award). Awards issued to non-employees are recorded at their fair value as determined in accordance with authoritative guidance, and are periodically revalued as the awards vest and are recognized as expense over the requisite service period. The determination of the fair value of stock options is made utilizing the Black-Scholes option-pricing model which is affected by our stock price and a number of assumptions, including expected volatility, expected term, risk-free interest rate and expected dividends. As we became a publicly traded entity in 2012, historic volatility for our common stock is insufficient to estimate expected volatility. As a result, we estimate volatility based on a consistently defined peer group of public companies that we believe collectively provides a reasonable basis for estimating volatility. We intend to continue to use the consistently defined group of publicly traded peer companies to determine volatility in the future until sufficient information regarding volatility of the price of our shares of Class A common stock becomes available or the selected companies are no longer suitable for this purpose. The expected term of the stock options is determined utilizing the simplified method given the limited extent of our historical data. The risk-free interest rate assumption is based on observed interest rates of U.S. Treasury securities appropriate for the expected terms of the stock options. The dividend yield assumption is based on the history and expectation of no dividend payouts. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which such items are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance is established to offset any deferred tax assets if, based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Significant judgment is required in determining income tax provisions and in evaluating tax positions. We will establish additional provisions for income taxes when, despite the belief that tax positions are fully supportable, there remain certain positions that do not meet the minimum probability threshold that a tax position is more likely than not to be sustained upon examination by the taxing authority. In the normal course of business, we and our subsidiaries are examined by various federal, state, and foreign tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of the provision for income taxes. We periodically assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liability, and deferred taxes in the period in which the facts that give rise to a revision become known. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of December 31, 2017 , the carrying values of cash and cash equivalents, short and long-term investments, accounts receivable, accounts payable and accrued expenses approximate their respective fair values based on their short and long-term nature. We classify our financial assets and liabilities that are measured at fair value into one of the three categories based upon inputs used to determine fair value. |
Advertising Expense | Advertising Expense We expense advertising costs as they are incurred. |
Legal costs | Legal Costs We expense legal costs related to loss contingencies as incurred. |
Acquisition Related Costs | Acquisition Related Costs Acquisition related costs represents the change in fair value of business acquisition related contingent consideration; costs related to integrating recently acquired businesses including but not limited to costs to exit or convert contractual obligations, severance, and information system conversion; and specific costs related to the consummation of the acquisition process such as banker fees, legal fees, and other acquisition related professional fees. |
Medical Device Excise Tax | Medical Device Excise Tax Effective as of January 1, 2013, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act (collectively “PPACA”) imposed a medical device excise tax (“MDET”) of 2.3% on any entity that manufactures or imports certain medical devices offered for sale in the United States. We account for the MDET as a component of our cost of goods sold. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) . ASU 2014-09 amends the guidance in former Topic 605, Revenue Recognition , and most other existing revenue guidance in US GAAP. Under the new standard, an entity will recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the payment to which the entity expects to be entitled in exchange for those goods or services and provide additional disclosures. As amended, the effective date for public entities is annual reporting periods beginning after December 15, 2017 and interim periods therein. Early adoption is not permitted prior to the first quarter of 2017. We will adopt ASU 2014-09 effective January 1, 2018 using the modified retrospective method (retrospective application with the cumulative effect of initially applying the guidance recognized at the date of initial application). As of December 31, 2017, we finalized our assessment of the standard. As a significant portion of our revenues do not result from multiple element arrangements and we currently recognize revenue at the time the product is used or implanted, this update will not have a material impact on our financial position, results of operations, and disclosures. The updated guidance will require additional disclosure regarding our revenue transactions. A significant portion of our revenue is generated from consigned inventory maintained at hospitals or with sales representatives. For these products, revenue is recognized at the time the product is used or implanted. For all other transactions, we recognize revenue when title to the goods and risk of loss transfer to customers, provided there are no remaining performance obligations that will affect the customer’s final acceptance of the sale. In February 2016, the FASB released ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). Under ASU 2016-02, a right-of-use asset and lease obligation will be recorded for all leases with terms greater than 12 months, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted, and requires the use of the modified retrospective method, which will require adjustment to all comparative periods presented in the consolidated financial statements. We are currently evaluating the impact of this update on our financial position, results of operations, and disclosures. In August 2016, the FASB released ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which addresses whether to present certain specific cash flow items as operating, investing or financing activities. ASU 2016-15 is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. We will adopt ASU 2016-15 on January 1, 2018. We believe that this update will not have a material impact on our consolidated statements of cash flows. In October 2016, the FASB released ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). ASU 2016-16 removes the current exception in US GAAP prohibiting entities from recognizing current and deferred income tax expenses or benefits related to transfer of assets, other than inventory, within the consolidated entity. The current exception to defer the recognition of any tax impact on the transfer of inventory within the consolidated entity until it is sold to a third party remains unaffected. This update is effective for public entities for annual reporting periods beginning after December 15, 2017. Early adoption is permitted and should be in the first interim period if an entity issues interim financial statements. We are currently evaluating the impact of this new accounting standard on our financial position, results of operations, and disclosures. In November 2016, the FASB released ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which requires that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. Transfers between cash and cash equivalents and restricted cash and restricted cash equivalents will no longer be presented in the statement of cash flows. The amendments in this update should be applied using a retrospective transition method to each period presented. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years; early adoption is permitted, including adoption in an interim period. We will adopt ASU 2016-18 effective January 1, 2018, and this update will not have a material impact on our financial position, results of operations or cash flows. The updated guidance will require additional disclosure regarding the total of our cash and restricted cash. In January 2017, the FASB released ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amendments in this ASU should be applied prospectively and are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early application permitted. No disclosures are required at transition. We will adopt ASU 2017-01 effective January 1, 2018, and this update will not have a material impact on our financial position, results of operations or cash flows. In January 2017, the FASB released ASU 2017-04, Intangibles - Goodwill and Other (Topic 805): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which eliminates the Step 2 calculation for the implied fair value of goodwill to measure a goodwill impairment charge. Under the updated standard, an entity will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. ASU 2017-04 does not change the guidance on completing Step 1 of the goodwill impairment test and still allows an entity to perform the optional qualitative goodwill impairment assessment before determining whether to proceed to Step 1. This update is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019 with early adoption permitted for any impairment test performed on testing dates after January 1, 2017. This update will not have a material impact on our financial position, results of operations or cash flows. In May 2017, the FASB released ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”), which clarifies the changes to terms or conditions of a share based payment award that requires application of modification accounting under Topic 718. A change to an award should be accounted for as a modification unless the fair value of the modified award is the same as the original award, the vesting conditions do not change, and the classification as an equity or liability instrument does not change. This update is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2017. Early application is permitted and prospective application is required for awards modified on or after the adoption date. We will adopt ASU 2017-09 effective January 1, 2018, and this update will not have a material impact on our financial position, results of operations or disclosures. (y) Recently Adopted Accounting Pronouncements In July 2015, the FASB released ASU 2015-11, Simplifying the Measurement of Inventory (Topic 330) (“ASU 2015-11”) as part of the FASB’s Simplification Initiative. This standard is intended to more closely align the measurement of inventory under GAAP with the measurement of inventory under International Financial Reporting Standards. Within the scope of the update, an entity is required to measure inventory at the lower of cost or net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonable and predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for all public entities for fiscal years beginning after December 31, 2016, including interim reporting periods within that period, and is required to be applied prospectively, with early adoption permitted. We adopted ASU 2015-11 on January 1, 2017. This standard does not have a material impact on our financial position, results of operations, and disclosures. In September 2015, the FASB released ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”). ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Prior to the issuance of the standard, entities were required to retrospectively apply adjustments made to provisional amounts recognized in a business combination. The amendments in ASU 2015-16 require an entity to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. We adopted ASU 2015-16 on January 1, 2016. This update does not have a material impact on our financial position, results of operations, and disclosures. In November 2015, the FASB released ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). ASU 2015-17 simplifies the presentation of deferred income taxes by requiring that all deferred income taxes are classified as noncurrent in a classified statement of financial position. The amendments in ASU 2015-17 also aligns the presentation of deferred taxes with that of International Financial Reporting Standards. This standard is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with earlier application permitted for all entities as of the beginning of an interim or annual reporting period. We adopted ASU 2015-17 prospectively effective March 31, 2016, therefore prior periods were not adjusted. In March 2016, the FASB released ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which will simplify the income tax consequences, accounting for forfeitures, and classification on the statements of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, and is required to be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in this update. We adopted ASU 2016-09 effective January 1, 2017. ASU 2016-09 requires that all excess tax benefits and tax deficiencies are recognized as income tax expense or benefit in the income statement as discrete items in the reporting period in which they occur. The adoption of this provision is required to be applied using a prospective transition method, therefore prior period net income has not been adjusted. Under the provisions of the new guidance, we elected to account for forfeitures as they occur, and using the required modified retrospective adoption, the impact to retained earnings was immaterial. We elected to apply the presentation requirements for cash flows related to excess tax benefits retrospectively to all periods presented. As a result of this retrospective application, our cash provided by operating activities increased by $1.6 million and $2.1 million for the years ended December 31, 2016, and 2015, respectively, and our cash provided by financing activities decreased by $1.6 million and $2.1 million for the years ended December 31, 2016, and 2015, respectively. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Acquisition 2017 [Member] | |
Business Acquisition | |
Schedule of Assets Acquired and Liabilities Assumed | As of December 31, 2017 , we recorded the following purchase price allocation for the identifiable tangible and intangible assets and liabilities of KB Medical: (In thousands) Consideration: Cash paid at closing $ 31,501 Purchase price contingent consideration 4,871 Fair value of consideration $ 36,372 Identifiable assets acquired and liabilities assumed: Cash acquired $ 1,557 Prepaid and other current assets 168 Intangible assets, gross 24,500 Other assets 18 Accounts payable and accrued expenses (1,312 ) Deferred tax liabilities (4,727 ) Total identifiable net assets 20,204 Goodwill 16,168 Total allocated purchase price $ 36,372 |
Acquisition 2,016 | |
Business Acquisition | |
Schedule of Assets Acquired and Liabilities Assumed | purchase price allocation for the identifiable tangible and intangible assets and liabilities of Alphatec International: (In thousands) Consideration: Cash paid at closing $ 80,000 Net working capital adjustment due (2,217 ) Fair value of consideration $ 77,783 Identifiable assets acquired and liabilities assumed: Cash acquired $ 4,010 Accounts receivable 12,352 Inventory 11,002 Customer relationships 38,800 Property and equipment 6,157 Deferred tax assets 1,446 Other assets 8,698 Accounts payable and accrued expenses (11,847 ) Deferred tax liabilities (9,359 ) Total identifiable net assets 61,259 Goodwill 16,524 Total allocated purchase price $ 77,783 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma information is based on our historical data and our assumptions for consolidated results of operations, and gives effect to the Alphatec Acquisition as if it had occurred on January 1, 2015. These unaudited pro forma results include adjustments having a continuing impact on our consolidated statements of income. These adjustments primarily consist of: adjustments to the fair value of inventory, adjustments to depreciation for the fair value and depreciable lives of property and equipment, amortization of intangibles, interest income and adjustments to tax expense based on consolidated pro forma results. These results have been prepared using assumptions our management believes are reasonable, are not necessarily indicative of the actual results that would have occurred if the acquisition had occurred on January 1, 2015, and are not necessarily indicative of the results that may be achieved in the future, including but not limited to operating synergies that we may realize as a result of the Alphatec Acquisition. (pro forma, unaudited, in thousands, except per share amounts) December 31, December 31, Net sales $ 595,698 $ 598,386 Net income 110,611 115,181 Earnings per share: Basic $ 1.16 $ 1.21 Diluted $ 1.15 $ 1.20 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill [Line Items] | |
Schedule of Goodwill [Table Text Block] | A summary of the net carrying value of goodwill is presented below: (In thousands) December 31, 2015 $ 91,964 Additions and adjustments 14,785 Foreign exchange (823 ) December 31, 2016 105,926 Additions and adjustments 17,907 Foreign exchange 57 December 31, 2017 $ 123,890 |
Intangible Assets Acquired as Part of Business Combination | A summary of intangible assets is presented below: December 31, 2017 (In thousands) Weighted- Gross Accumulated Amortization Intangible In-process research & development — $ 20,003 $ — $ 20,003 Supplier network 10.0 4,000 (1,267 ) $ 2,733 Customer relationships & other intangibles 6.8 41,345 (11,589 ) $ 29,756 Developed technology 10.0 20,460 (682 ) $ 19,778 Patents 16.9 7,389 (1,000 ) $ 6,389 Total intangible assets $ 93,197 $ (14,538 ) $ 78,659 Due to the FDA 510(k) clearance for the Company’s robotic guidance and navigation system in the third quarter of 2017, $20.5 million of IPR&D was transferred to Developed technology and began to be amortized over a period of 10 years. December 31, 2016 (In thousands) Weighted- Gross Accumulated Amortization Intangible In-process research & development — $ 20,460 $ — $ 20,460 Supplier network 10.0 4,000 (867 ) 3,133 Customer relationships & other intangibles 6.8 40,308 (5,179 ) 35,129 Developed technology 7.0 628 (22 ) 606 Patents 16.1 3,035 (657 ) 2,378 Total intangible assets $ 68,431 $ (6,725 ) $ 61,706 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | For intangible assets subject to amortization as of December 31, 2017 , the following is the expected future amortization: (In thousands) Annual Amortization Year ending December 31: 2018 $ 8,699 2019 8,562 2020 8,295 2021 8,060 2022 7,506 Thereafter 17,534 Total $ 58,656 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Marketable Securities [Abstract] | |
Marketable Securities | The composition of our short-term and long-term marketable securities is as follows: December 31, 2017 (In thousands) Contractual Maturity (in years) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term: Municipal bonds Less than 1 $ 124,817 $ 1 $ (141 ) $ 124,677 Corporate debt securities Less than 1 64,599 5 (68 ) 64,536 Commercial paper Less than 1 55,768 — (27 ) 55,741 U.S. government and agency securities Less than 1 9,960 — (24 ) 9,936 Total short-term marketable securities $ 255,144 $ 6 $ (260 ) $ 254,890 Long-term: Municipal bonds 1-2 $ 15,285 $ — $ (48 ) $ 15,237 Corporate debt securities 1-2 17,155 3 (39 ) 17,119 Asset backed securities 1-2 23,841 — (64 ) 23,777 Total long-term marketable securities $ 56,281 $ 3 $ (151 ) $ 56,133 December 31, 2016 (In thousands) Contractual Maturity (in years) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term: Municipal bonds Less than 1 $ 180,511 $ 2 $ (88 ) $ 180,425 Corporate debt securities Less than 1 36,020 21 (4 ) 36,037 Commercial paper Less than 1 6,898 — (2 ) 6,896 Total short-term marketable securities $ 223,429 $ 23 $ (94 ) $ 223,358 Long-term: Municipal bonds 1-2 $ 30,207 $ — $ (137 ) $ 30,070 Corporate debt securities 1-2 15,278 9 (40 ) 15,247 Asset backed securities 1-2 10,146 6 (1 ) 10,151 U.S. government and agency securities 1-2 5,002 — (26 ) 4,976 Total long-term marketable securities $ 60,633 $ 15 $ (204 ) $ 60,444 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The fair value of our assets and liabilities measured at fair value on a recurring basis was as follows: Balance at (In thousands) December 31, Level 1 Level 2 Level 3 Assets Cash equivalents $ 31,549 $ 5,927 $ 25,622 $ — Municipal bonds 139,914 — 139,914 — Corporate debt securities 81,655 — 81,655 — Commercial paper 55,741 — 55,741 — Asset-backed securities 23,777 — 23,777 — U.S. government and agency securities 9,936 — 9,936 — Liabilities Contingent consideration 15,919 — — 15,919 Balance at (In thousands) December 31, Level 1 Level 2 Level 3 Assets Cash equivalents $ 10,472 $ 957 $ 9,515 $ — Municipal bonds 210,495 — 210,495 — Corporate debt securities 51,284 — 51,284 — Commercial paper 6,896 — 6,896 — Asset-backed securities 10,151 — 10,151 — U.S. government and agency securities 4,976 — 4,976 — Liabilities Contingent consideration 19,849 — — 19,849 |
Significant unobservable inputs | The recurring Level 3 fair value measurements of our contingent consideration liabilities include the following significant unobservable inputs, which have not materially changed since December 31, 2016: Fair Value at (In thousands) December 31, Valuation technique Unobservable input Range Discount rate 6.7 % - 8.5 % Revenue-based payments $ 11,249 Discounted cash flow Probability of payment 87.0 % - 100.0 % Projected year of payment 2018 - 2029 Discount rate 4.4% Milestone-based payments $ 4,670 Discounted cash flow Probability of payment 100% Projected year of payment 2018 |
Rollforward of contingent consideration | The following table provides a reconciliation of the beginning and ending balances of contingent consideration: Year Ended (In thousands) December 31, December 31, Beginning balance $ 19,849 $ 26,617 Purchase price contingent consideration 4,871 — Contingent payments (10,109 ) (5,002 ) Non-cash settlement of certain contingent consideration — (4,632 ) Changes resulting from foreign currency fluctuations 68 — Changes in fair value of contingent consideration 1,240 2,866 Ending balance $ 15,919 $ 19,849 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | (In thousands) December 31, 2017 December 31, 2016 Raw materials $ 19,984 $ 13,257 Work in process 10,012 10,747 Finished goods 78,413 88,688 Total $ 108,409 $ 112,692 |
PROPERTY & EQUIPMENT (Tables)
PROPERTY & EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property And Equipment | (In thousands) Useful Life December 31, 2017 December 31, 2016 Land — $ 8,314 $ 8,271 Buildings and improvements 30 24,974 22,225 Equipment 5-7 65,035 49,919 Instruments* 5 189,974 173,668 Modules and cases* 5 27,346 21,692 Other property and equipment 3-5 19,284 15,165 334,927 290,940 Less: accumulated depreciation (191,760 ) (166,711 ) Total $ 143,167 $ 124,229 |
Schedule Of Depreciation Of Property And Equipment | Depreciation expense related to property and equipment was as follows: Year Ended (In thousands) December 31, 2017 December 31, 2016 December 31, 2015 Depreciation $ 34,158 $ 35,293 $ 22,522 Included in the 2016 amount is $5.5 million related to the impact from prior periods and $2.1 million related to the 2016 activity as a result of the prior period adjustment. For additional information regarding the prior period adjustment, please see “Note 1. Background and Summary of Significant Accounting Policies; (b) Basis of Presentation” above. |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | (In thousands) December 31, December 31, Compensation and other employee-related costs $ 29,006 $ 23,214 Legal and other settlements and expenses 1,177 734 Accrued non-income taxes 6,325 6,946 Royalties 2,139 4,671 Other 13,947 10,836 Total accrued expenses $ 52,594 $ 46,401 |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Issued and Outstanding Shares by Class | Our issued and outstanding common shares by Class were as follows: (Shares) Class A Common Class B Common Class C Common Total December 31, 2017 72,780,325 23,877,556 — 96,657,881 December 31, 2016 72,052,360 23,877,556 — 95,929,916 |
Schedule of Accumulated Other Comprehensive Income/(Loss), Net of Tax | The tables below present the changes in each component of accumulated other comprehensive income (loss), including current period other comprehensive loss and reclassifications out of accumulated other comprehensive income (loss): (In thousands) Unrealized loss on marketable securities, net of tax Foreign currency translation adjustments Accumulated other comprehensive loss Accumulated other comprehensive loss, net of tax, at December 31, 2015 $ (119 ) $ (1,839 ) $ (1,958 ) Other comprehensive loss before reclassifications (74 ) (6,636 ) (6,710 ) Amounts reclassified from accumulated other comprehensive loss, net of tax 26 — 26 Other comprehensive loss, net of tax (48 ) (6,636 ) (6,684 ) Accumulated other comprehensive loss, net of tax, at December 31, 2016 (167 ) (8,475 ) (8,642 ) Other comprehensive (loss)/income before reclassifications (143 ) 1,881 1,738 Amounts reclassified from accumulated other comprehensive loss, net of tax (3 ) — (3 ) Other comprehensive (loss)/income, net of tax (146 ) 1,881 1,735 Accumulated other comprehensive loss, net of tax, at December 31, 2017 (313 ) (6,594 ) (6,907 ) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Grants in Period, Weighted Average Grant Date Fair Value | The weighted average grant date per share fair values of the options awarded to employees were as follows: Year Ended December 31, December 31, December 31, Weighted average grant date per share fair value $ 9.12 $ 7.62 $ 8.63 |
Fair Value of Options, Assumptions Schedule | The fair value of the options was estimated on the date of the grant using a Black-Scholes option pricing model with the following assumptions: Year Ended December 31, December 31, December 31, Risk-free interest rate 1.74% - 2.20% 1.03% - 2.01% 1.39% - 2.11% Expected term (years) 5.8 - 6.4 5.8 - 6.5 5.1 - 9.9 Expected volatility 26.0% - 29.0% 28.0% - 29.0% 29.0% - 38.0% Expected dividend yield —% —% —% |
Summary of Stock Option Activity | Stock option activity during the year ended December 31, 2017 is summarized as follows: Option Shares (thousands) Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value (thousands) Outstanding at January 1, 2017 7,741 $ 21.08 Granted 2,545 28.52 Exercised (728 ) 16.17 Forfeited (517 ) 24.12 Outstanding at December 31, 2017 9,041 $ 23.40 7.4 $ 160,047 Exercisable at December 31, 2017 4,326 20.07 6.1 90,981 Expected to vest at December 31, 2017 4,714 $ 26.45 8.6 $ 69,066 |
Stock Option Compensation Expense and Intrinsic Value Schedule | Compensation expense related to stock options granted to employees and non-employees under the Plans and the intrinsic value of stock options exercised was as follows: Year Ended (In thousands) December 31, December 31, December 31, Intrinsic value of stock options exercised $ 12,217 $ 8,824 $ 9,984 Stock-based compensation expense $ 14,686 $ 11,382 $ 9,639 Net stock-based compensation capitalized into inventory 196 270 221 Total stock-based compensation cost $ 14,882 $ 11,652 $ 9,860 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of income before income taxes are as follows: Year ended (In thousands) December 31, 2017 December 31, 2016 December 31, 2015 Domestic $ 155,051 $ 154,377 $ 171,278 Foreign 14,877 2,902 1,527 Total $ 169,928 $ 157,279 $ 172,805 |
Schedule of Components Provision/(Benefit) for Income Taxes | The components of the provision for income taxes are as follows: Year ended (In thousands) December 31, 2017 December 31, 2016 December 31, 2015 Current: Federal $ 46,728 $ 51,785 $ 45,813 State 5,009 4,533 7,193 Foreign 2,638 748 673 54,375 57,066 53,679 Deferred: Federal 10,553 (4,527 ) 5,926 State (1,123 ) 204 480 Foreign (1,225 ) 195 (64 ) 8,205 (4,128 ) 6,342 Total $ 62,580 $ 52,938 $ 60,021 |
U.S. Federal Tax Rate To Effective Rate Reconciliation | A reconciliation of the statutory U.S. federal tax rate to our effective rate is as follows: Year ended December 31, 2017 December 31, 2016 December 31, 2015 Statutory U.S. federal tax rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 1.9 2.2 3.0 Foreign taxes 1.0 0.4 0.2 Domestic production activities deduction (2.3 ) (2.7 ) (2.6 ) Tax credits (3.8 ) (1.3 ) (0.9 ) Stock compensation windfall (1.4 ) — — Nondeductible expenses 0.1 0.1 0.1 Other (0.2 ) — (0.1 ) Tax reform impact 6.5 — — Effective tax rate 36.8 % 33.7 % 34.7 % |
Schedule of Components of Deferred Income Taxes | Significant components of our deferred income taxes are as follows: (In thousands) December 31, 2017 December 31, 2016 Deferred tax assets: Inventory reserve $ 23,087 $ 31,202 Accruals, reserves, and other currently not deductible 7,812 13,269 Stock-based compensation 9,109 10,595 Foreign net operating loss carryforwards 1,924 227 Total deferred tax assets 41,932 55,293 Valuation allowance (1,821 ) (83 ) Total deferred tax assets, net of valuation allowance 40,111 55,210 Deferred tax liabilities: Depreciation and amortization (30,749 ) (32,448 ) Total deferred tax liabilities (30,749 ) (32,448 ) Net deferred tax assets $ 9,362 $ 22,762 |
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year ended (In thousands) December 31, 2017 December 31, 2016 December 31, 2015 Unrecognized tax benefits at the beginning of the year $ 1,862 $ 1,575 $ 3,228 Additions related to current year tax positions — — 316 Additions related to prior year tax positions 739 287 261 Reductions related to prior year tax positions — — (2,230 ) Unrecognized tax benefits at the end of the year $ 2,601 $ 1,862 $ 1,575 |
Impact of Unrecognized Tax Benefits to Effective Income Tax Rate | The impact of our unrecognized tax benefits to the effective income tax rate is as follows: (In thousands) December 31, 2017 December 31, 2016 December 31, 2015 Portion of total unrecognized tax benefits that, if recognized, would affect the effective income tax rate $ 2,076 $ 1,542 $ 1,335 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases, Operating [Abstract] | |
Schedule of Minimum Future Rental Payments Under Operating Leases | As of December 31, 2017 , minimum future rental payments under operating leases for each of the next five years are as follows: (In thousands) Year ending December 31: 2018 $ 1,488 2019 663 2020 240 2021 74 2022 46 Thereafter 19 Total $ 2,530 |
Schedule of Rent Expense for Operating Leases | Rent expense related to all operating leases recognized as a component of selling, general and administrative expenses was as follows: Year ended (In thousands) December 31, 2017 December 31, 2016 December 31, 2015 Rent expense $ 2,123 $ 1,500 $ 1,113 |
RETIREMENT BENEFIT PLANS (Table
RETIREMENT BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | |
Company Contributions To Retirement Benefit Plans | Company contributions to these retirement plans were as follows: Year ended (In thousands) December 31, 2017 December 31, 2016 December 31, 2015 401(k) and other retirement plan contributions $ 3,597 $ 2,772 $ 2,303 |
SEGMENT AND GEOGRAPHIC INFORM41
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers By Geographical Area International and Domestic | The following table represents total sales by geographic area, based on the location of the customer: Year Ended (In thousands) December 31, December 31, December 31, United States $ 529,882 $ 500,226 $ 498,191 International 106,095 63,768 46,562 Total sales $ 635,977 $ 563,994 $ 544,753 |
Revenue from External Customers by Products and Services | The following table represents total sales by product category: Year Ended (In thousands) December 31, December 31, December 31, Innovative Fusion $ 327,391 $ 287,594 $ 288,062 Disruptive Technology 308,586 276,400 256,691 Total sales $ 635,977 $ 563,994 $ 544,753 |
QUARTERLY FINANCIAL DATA (una42
QUARTERLY FINANCIAL DATA (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | (unaudited) (In thousands, except per share amounts) March 31, June 30, September 30, December 31, Sales $ 155,809 $ 152,390 $ 151,744 $ 176,034 Gross profit 120,209 115,191 114,946 135,178 Net income 28,714 28,667 25,591 24,376 Net earnings per common share - basic 0.30 0.30 0.27 0.25 Net earnings per common share - diluted 0.30 0.29 0.26 0.25 (unaudited) (In thousands, except per share amounts) March 31, June 30, September 30, December 31, Sales $ 139,264 $ 137,489 $ 135,651 $ 151,590 Gross profit 107,745 104,758 104,198 112,588 Net income 28,010 25,806 26,227 24,298 Net earnings per common share - basic 0.29 0.27 0.27 0.25 Net earnings per common share - diluted 0.29 0.27 0.27 0.25 |
VALUATION ACCOUNTS AND QUALIF43
VALUATION ACCOUNTS AND QUALIFYING ACCOUNTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts Disclosure | |
Summary of Valuation Allowances | Allowance for doubtful accounts: (In thousands) Beginning of period Additions Write-offs End of period Year ended December 31, 2015 $ 1,647 $ 1,465 $ (599 ) $ 2,513 Year ended December 31, 2016 2,513 865 (607 ) 2,771 Year ended December 31, 2017 $ 2,771 $ 1,718 $ (526 ) $ 3,963 Deferred tax valuation allowance: (In thousands) Beginning of period Additions Write-offs End of period Year ended December 31, 2015 $ 45 $ — $ (2 ) $ 43 Year ended December 31, 2016 43 40 — 83 Year ended December 31, 2017 $ 83 $ 1,738 $ — $ 1,821 |
BACKGROUND AND SUMMARY OF SIG44
BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Summary of Significant Accounting Policies | ||||
Property, Plant, and Equipment, Additional Disclosures | 6,462 | 5,200 | 4,800 | |
Cost of goods sold | $ 150,453 | $ 134,705 | $ 132,333 | |
Increase in Depreciation | (34,158) | (35,293) | (22,522) | |
Decrease in Restricted Cash | 477 | 25,641 | (2,749) | |
Advertising expense | 1,500 | 900 | 400 | |
Restricted cash | $ 0 | 0 | $ 477 | |
Medical Device Excise Tax Percentage | 2.30% | |||
Impairment of intangible assets | $ 516 | $ 3,472 | $ 0 | |
Minimum | ||||
Summary of Significant Accounting Policies | ||||
Number of Products Launched Since Inception | 180 | 180 | ||
Estimated useful life of finite-lived intangible assets | 1 year | |||
Maximum | ||||
Summary of Significant Accounting Policies | ||||
Estimated useful life of finite-lived intangible assets | 17 years | |||
Synthes related Litigations | ||||
Summary of Significant Accounting Policies | ||||
Payments for Legal Settlements | $ 7,900 | |||
Decrease in Restricted Cash | 8,400 | |||
In-process Research and Development | Maximum | ||||
Summary of Significant Accounting Policies | ||||
Number of Projects | 1 | |||
Acquisition-related costs | In-process Research and Development | ||||
Summary of Significant Accounting Policies | ||||
Impairment of intangible assets | $ 3,500 | |||
Cost of Goods, Total | ||||
Summary of Significant Accounting Policies | ||||
Medical Device Excise Tax | 8,100 | |||
General and Administrative Expense [Member] | Customer Relationships [Member] | ||||
Summary of Significant Accounting Policies | ||||
Impairment of intangible assets | $ 500 | |||
Restatement Adjustment | ||||
Summary of Significant Accounting Policies | ||||
Earnings Per Share Policy, Basic | 0.011 | 0.011 | ||
Restatement Adjustment | Cost of Goods, Total | ||||
Summary of Significant Accounting Policies | ||||
Cost of goods sold | 1,800 | |||
Increase in Depreciation | $ (1,700) | 5,500 | ||
Decrease in Scrap | $ 3,700 | |||
Available-for-sale Securities [Member] | Restatement Adjustment | ||||
Summary of Significant Accounting Policies | ||||
Marketable Securities, Available-for-sale Securities, Policy [Policy Text Block] | 65,800 | 63,300 | 2,500 | |
Adjustments for New Accounting Pronouncement [Member] | ||||
Summary of Significant Accounting Policies | ||||
Excess Tax Benefit from Share-based Compensation, Operating Activities | $ 1,600 | $ 2,100 | ||
Excess Tax Benefit from Share-based Compensation, Financing Activities | $ 1,600 | $ 2,100 |
ACQUISITIONS (Textuals) (Detail
ACQUISITIONS (Textuals) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Jun. 13, 2017 | Sep. 01, 2016 | Dec. 31, 2015 | Mar. 11, 2015 | |
Business Acquisition | ||||||
Business Combination, Contingent Consideration, Liability | $ 15,919 | $ 19,849 | $ 26,617 | |||
Goodwill | 123,890 | 105,926 | ||||
Acquisition 2017 [Member] | ||||||
Business Acquisition | ||||||
Business Combination, Consideration Transferred | 36,372 | |||||
Business Combination, Contingent Consideration, Liability | 5,200 | $ 4,900 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 20,200 | 20,200 | ||||
Cash paid at closing | 31,501 | |||||
Goodwill | 16,200 | $ 16,200 | ||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | |||||
Acquisition 2,016 | ||||||
Business Acquisition | ||||||
Business Combination, Consideration Transferred | $ 77,783 | 77,783 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 61,259 | |||||
Cash paid at closing | $ 80,000 | |||||
Goodwill | $ 16,524 | |||||
Acquisition 2,015 | ||||||
Business Acquisition | ||||||
Accounts payable to related-party | $ 5,200 | |||||
Maximum | Acquisition 2016 | ||||||
Business Acquisition | ||||||
Supply agreement term at inception | 5 years |
ACQUISITIONS (Assets Acquired a
ACQUISITIONS (Assets Acquired and Liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Jun. 13, 2017 | Sep. 01, 2016 | |
Business Acquisition | ||||
Deferred Tax Assets, Net | $ 9,362 | $ 22,762 | ||
Goodwill | $ 123,890 | 105,926 | ||
Acquisition 2,016 | ||||
Business Acquisition | ||||
Schedule of Assets Acquired and Liabilities Assumed | purchase price allocation for the identifiable tangible and intangible assets and liabilities of Alphatec International: (In thousands) Consideration: Cash paid at closing $ 80,000 Net working capital adjustment due (2,217 ) Fair value of consideration $ 77,783 Identifiable assets acquired and liabilities assumed: Cash acquired $ 4,010 Accounts receivable 12,352 Inventory 11,002 Customer relationships 38,800 Property and equipment 6,157 Deferred tax assets 1,446 Other assets 8,698 Accounts payable and accrued expenses (11,847 ) Deferred tax liabilities (9,359 ) Total identifiable net assets 61,259 Goodwill 16,524 Total allocated purchase price $ 77,783 | |||
Cash paid at closing | 80,000 | |||
Business Combination, Consideration Transferred | $ 77,783 | 77,783 | ||
Net working capital adjustment due | $ (2,217) | |||
Cash acquired | $ 4,010 | |||
Accounts receivable | 12,352 | |||
Inventory | 11,002 | |||
Customer Relationships | 38,800 | |||
Property and equipment | 6,157 | |||
Deferred Tax Assets, Net | 1,446 | |||
Other assets | 8,698 | |||
Accounts payable and accrued expenses | (11,847) | |||
Deferred tax liability, net | (9,359) | |||
Total identifiable net assets | 61,259 | |||
Goodwill | 16,524 | |||
Total allocated purchase price | $ 77,783 | |||
Acquisition 2017 [Member] | ||||
Business Acquisition | ||||
Schedule of Assets Acquired and Liabilities Assumed | As of December 31, 2017 , we recorded the following purchase price allocation for the identifiable tangible and intangible assets and liabilities of KB Medical: (In thousands) Consideration: Cash paid at closing $ 31,501 Purchase price contingent consideration 4,871 Fair value of consideration $ 36,372 Identifiable assets acquired and liabilities assumed: Cash acquired $ 1,557 Prepaid and other current assets 168 Intangible assets, gross 24,500 Other assets 18 Accounts payable and accrued expenses (1,312 ) Deferred tax liabilities (4,727 ) Total identifiable net assets 20,204 Goodwill 16,168 Total allocated purchase price $ 36,372 | |||
Cash paid at closing | $ 31,501 | |||
Business Combination, Consideration Transferred | 36,372 | |||
Net working capital adjustment due | 4,871 | |||
Cash acquired | 1,557 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 168 | |||
Accounts payable and accrued expenses | (1,312) | |||
Deferred tax liability, net | (4,727) | |||
Identifiable intangible assets: | 24,500 | |||
Other assets | 18 | |||
Total identifiable net assets | 20,200 | $ 20,200 | ||
Goodwill | 16,200 | $ 16,200 | ||
Total allocated purchase price | $ 36,400 |
ACQUISITIONS Proforma (Details)
ACQUISITIONS Proforma (Details) - Acquisition 2016 - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net sales | $ 595,698 | $ 598,386 |
Net income | $ 110,611 | $ 115,181 |
Basic | $ 1.16 | $ 1.21 |
Diluted | $ 1.15 | $ 1.20 |
NOTE RECEIVABLE (Details)
NOTE RECEIVABLE (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 20, 2016 | Sep. 01, 2016 | |
Note Receivable | ||||
Note receivable, gross, noncurrent | $ 28,333 | $ 30,000 | ||
Note term at inception | 5 years | |||
Note receivable, variable rate basis | LIBOR | |||
Maximum | ||||
Note Receivable | ||||
Note receivable, gross, noncurrent | $ 30,000 | |||
Minimum | ||||
Note Receivable | ||||
Note receivable, basis spread on variable rate | 9.50% | |||
Initial Draw | ||||
Note Receivable | ||||
Note receivable, gross, noncurrent | $ 25,000 | |||
Final Draw | ||||
Note Receivable | ||||
Note receivable, gross, noncurrent | $ 5,000 | |||
First Two Years | ||||
Note Receivable | ||||
Note receivable, basis spread on variable rate | 8.00% | |||
Last Three Years | ||||
Note Receivable | ||||
Note receivable, basis spread on variable rate | 13.00% |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2017USD ($) | |
Acquired Intangible Assets | ||||
Indefinite-lived intangible assets | $ 20,003 | |||
Intangible Assets, Gross Carrying Amount | 93,197 | $ 68,431 | ||
Accumulated Amortization | (14,538) | (6,725) | ||
Intangible assets, net | 78,659 | 61,706 | ||
Finite-lived intangible assets, net | 58,656 | |||
Impairment of intangible assets | $ 516 | 3,472 | $ 0 | |
Maximum | ||||
Acquired Intangible Assets | ||||
Weighted average amortization period | 17 years | |||
In-process Research and Development | ||||
Acquired Intangible Assets | ||||
Accumulated Amortization | $ 0 | $ 0 | ||
Supplier Network | ||||
Acquired Intangible Assets | ||||
Weighted average amortization period | 10 years | 10 years | ||
Gross carrying amount | $ 4,000 | $ 4,000 | ||
Accumulated Amortization | (1,267) | (867) | ||
Finite-lived intangible assets, net | $ 2,733 | $ 3,133 | ||
Customer Relationships [Member] | ||||
Acquired Intangible Assets | ||||
Weighted average amortization period | 6 years 9 months 18 days | 6 years 9 months 18 days | ||
Gross carrying amount | $ 41,345 | $ 40,308 | ||
Accumulated Amortization | (11,589) | (5,179) | ||
Finite-lived intangible assets, net | $ 29,756 | $ 35,129 | ||
Developed Technology Rights [Member] | ||||
Acquired Intangible Assets | ||||
Weighted average amortization period | 10 years | 7 years | ||
Gross carrying amount | $ 20,460 | $ 628 | ||
Accumulated Amortization | (682) | (22) | ||
Finite-lived intangible assets, net | $ 19,778 | $ 606 | ||
Patents | ||||
Acquired Intangible Assets | ||||
Weighted average amortization period | 16 years 10 months 24 days | 16 years 1 month 6 days | ||
Gross carrying amount | $ 7,389 | $ 3,035 | ||
Accumulated Amortization | (1,000) | (657) | ||
Finite-lived intangible assets, net | 6,389 | 2,378 | ||
In-process Research and Development | ||||
Acquired Intangible Assets | ||||
Indefinite-lived intangible assets | $ 20,003 | $ 20,460 | $ 20,460 | |
In-process Research and Development | Maximum | ||||
Acquired Intangible Assets | ||||
Number of Projects | 1 | |||
In-process Research and Development | Acquisition-related costs | ||||
Acquired Intangible Assets | ||||
Impairment of intangible assets | $ 3,500 |
INTANGIBLE ASSETS Expected Futu
INTANGIBLE ASSETS Expected Future Amortization of Acquired Intangible Assets (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
Year ending December 31, 2017 | $ 8,699 |
Year ending December 31, 2018 | 8,562 |
Year ending December 31, 2019 | 8,295 |
Year ending December 30, 2020 | 8,060 |
Year ending December 31, 2021 | 7,506 |
Thereafter | 17,534 |
Finite-lived intangible assets, net | $ 58,656 |
INTANGIBLE ASSETS Rollforward o
INTANGIBLE ASSETS Rollforward of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | |||
Goodwill, Gross | $ 123,890 | $ 105,926 | $ 91,964 |
Goodwill, Acquired During Period | 17,907 | 14,785 | |
Goodwill, Foreign Currency Translation Gain (Loss) | $ 57 | $ (823) |
MARKETABLE SECURITIES (Details)
MARKETABLE SECURITIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Short-term Marketable Securities | ||
Schedule of Marketable Securities | ||
Amortized Cost | $ 255,144 | $ 223,429 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 6 | 23 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (260) | (94) |
Fair Value | 254,890 | 223,358 |
Short-term Marketable Securities | Municipal Bonds | ||
Schedule of Marketable Securities | ||
Amortized Cost | 124,817 | 180,511 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 1 | 2 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (141) | (88) |
Fair Value | $ 124,677 | $ 180,425 |
Short-term Marketable Securities | Municipal Bonds | Maximum | ||
Schedule of Marketable Securities | ||
Available For Sale Securities Contractual Maturity | 1 year | 1 year |
Short-term Marketable Securities | Corporate Debt Securities | ||
Schedule of Marketable Securities | ||
Amortized Cost | $ 64,599 | $ 36,020 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 5 | 21 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (68) | (4) |
Fair Value | $ 64,536 | $ 36,037 |
Short-term Marketable Securities | Corporate Debt Securities | Maximum | ||
Schedule of Marketable Securities | ||
Available For Sale Securities Contractual Maturity | 1 year | 1 year |
Short-term Marketable Securities | Commercial Paper | ||
Schedule of Marketable Securities | ||
Amortized Cost | $ 55,768 | $ 6,898 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (27) | (2) |
Fair Value | $ 55,741 | $ 6,896 |
Short-term Marketable Securities | Commercial Paper | Maximum | ||
Schedule of Marketable Securities | ||
Available For Sale Securities Contractual Maturity | 1 year | 1 year |
Short-term Marketable Securities | Asset-backed Securities | Maximum | ||
Schedule of Marketable Securities | ||
Available For Sale Securities Contractual Maturity | 1 year | |
Short-term Marketable Securities | Securities of U.S. government-sponsored agencies | ||
Schedule of Marketable Securities | ||
Amortized Cost | $ 9,960 | |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (24) | |
Fair Value | 9,936 | |
Short-term Marketable Securities | Securities of U.S. government-sponsored agencies | Maximum | ||
Schedule of Marketable Securities | ||
Available For Sale Securities Contractual Maturity | 1 year | |
Long-term Marketable Securities | ||
Schedule of Marketable Securities | ||
Amortized Cost | 56,281 | $ 60,633 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 3 | 15 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (151) | (204) |
Fair Value | 56,133 | 60,444 |
Long-term Marketable Securities | Municipal Bonds | ||
Schedule of Marketable Securities | ||
Amortized Cost | 15,285 | 30,207 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (48) | (137) |
Fair Value | $ 15,237 | $ 30,070 |
Long-term Marketable Securities | Municipal Bonds | Minimum | ||
Schedule of Marketable Securities | ||
Available For Sale Securities Contractual Maturity | 1 year | 1 year |
Long-term Marketable Securities | Municipal Bonds | Maximum | ||
Schedule of Marketable Securities | ||
Available For Sale Securities Contractual Maturity | 2 years | 2 years |
Long-term Marketable Securities | Corporate Debt Securities | ||
Schedule of Marketable Securities | ||
Amortized Cost | $ 17,155 | $ 15,278 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 3 | 9 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (39) | (40) |
Fair Value | $ 17,119 | $ 15,247 |
Long-term Marketable Securities | Corporate Debt Securities | Minimum | ||
Schedule of Marketable Securities | ||
Available For Sale Securities Contractual Maturity | 1 year | 1 year |
Long-term Marketable Securities | Corporate Debt Securities | Maximum | ||
Schedule of Marketable Securities | ||
Available For Sale Securities Contractual Maturity | 2 years | 2 years |
Long-term Marketable Securities | Asset-backed Securities | ||
Schedule of Marketable Securities | ||
Amortized Cost | $ 23,841 | $ 10,146 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 6 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (64) | (1) |
Fair Value | $ 23,777 | $ 10,151 |
Long-term Marketable Securities | Asset-backed Securities | Minimum | ||
Schedule of Marketable Securities | ||
Available For Sale Securities Contractual Maturity | 1 year | |
Long-term Marketable Securities | Asset-backed Securities | Maximum | ||
Schedule of Marketable Securities | ||
Available For Sale Securities Contractual Maturity | 2 years | |
Long-term Marketable Securities | Securities of U.S. government-sponsored agencies | ||
Schedule of Marketable Securities | ||
Amortized Cost | $ 5,002 | |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (26) | |
Fair Value | $ 4,976 | |
Long-term Marketable Securities | Securities of U.S. government-sponsored agencies | Minimum | ||
Schedule of Marketable Securities | ||
Available For Sale Securities Contractual Maturity | 1 year | |
Long-term Marketable Securities | Securities of U.S. government-sponsored agencies | Maximum | ||
Schedule of Marketable Securities | ||
Available For Sale Securities Contractual Maturity | 2 years |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Contingent Consideration Payment [Roll Forward] | ||
Contingent consideration, beginning balance | $ 19,849 | $ 26,617 |
Purchase price contingent consideration | 4,871 | 0 |
Business Acquisition, Contingent Consideration, Milestone Payment | (10,109) | (5,002) |
NonCashSettlementOfContingentConsideration | 0 | (4,632) |
Contingent consideration currency translation loss/(gain) | 68 | 0 |
Changes in fair value of contingent consideration | 1,240 | 2,866 |
Contingent consideration, ending balance | 15,919 | 19,849 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Cash equivalents | 31,549 | 10,472 |
Contingent consideration | 15,919 | 19,849 |
Fair Value, Measurements, Recurring | Municipal Bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 139,914 | 210,495 |
Fair Value, Measurements, Recurring | Corporate Debt Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 81,655 | 51,284 |
Fair Value, Measurements, Recurring | Commercial Paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 55,741 | 6,896 |
Fair Value, Measurements, Recurring | Asset-backed Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 23,777 | 10,151 |
Fair Value, Measurements, Recurring | Securities of U.S. government-sponsored agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 9,936 | 4,976 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Cash equivalents | 5,927 | 957 |
Contingent Consideration Payment [Roll Forward] | ||
Contingent consideration, beginning balance | 0 | |
Contingent consideration, ending balance | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Municipal Bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Corporate Debt Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Commercial Paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Asset-backed Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Securities of U.S. government-sponsored agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Cash equivalents | 25,622 | 9,515 |
Contingent Consideration Payment [Roll Forward] | ||
Contingent consideration, beginning balance | 0 | |
Contingent consideration, ending balance | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Municipal Bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 139,914 | 210,495 |
Fair Value, Measurements, Recurring | Level 2 | Corporate Debt Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 81,655 | 51,284 |
Fair Value, Measurements, Recurring | Level 2 | Commercial Paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 55,741 | 6,896 |
Fair Value, Measurements, Recurring | Level 2 | Asset-backed Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 23,777 | 10,151 |
Fair Value, Measurements, Recurring | Level 2 | Securities of U.S. government-sponsored agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 9,936 | 4,976 |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Cash equivalents | 0 | 0 |
Contingent Consideration Payment [Roll Forward] | ||
Contingent consideration, beginning balance | 19,849 | |
Contingent consideration, ending balance | 15,919 | 19,849 |
Fair Value, Measurements, Recurring | Level 3 | Municipal Bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Corporate Debt Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Commercial Paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Asset-backed Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | Securities of U.S. government-sponsored agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Marketable Securities, Fair Value | 0 | $ 0 |
Revenue-based payments | Fair Value, Measurements, Recurring | Level 3 | ||
Contingent Consideration Payment [Roll Forward] | ||
Contingent consideration, ending balance | $ 11,249 | |
Revenue-based payments | Fair Value, Measurements, Recurring | Minimum | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Probability of Payment | 87.00% | |
Discount rate | 6.70% | |
Revenue-based payments | Fair Value, Measurements, Recurring | Maximum | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Probability of Payment | 100.00% | |
Discount rate | 8.50% | |
Milestone-based payments | Fair Value, Measurements, Recurring | Level 3 | ||
Contingent Consideration Payment [Roll Forward] | ||
Contingent consideration, ending balance | $ 4,670 | |
Milestone-based payments | Fair Value, Measurements, Recurring | Minimum | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||
Probability of Payment | 100.00% | |
Discount rate | 0.00% |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 19,984 | $ 13,257 |
Work in process | 10,012 | 10,747 |
Finished goods | 78,413 | 88,688 |
Total | $ 108,409 | $ 112,692 |
PROPERTY & EQUIPMENT (Details)
PROPERTY & EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property and Equipment | |||
Depreciation | $ 34,158 | $ 35,293 | $ 22,522 |
Property and equipment, gross | 334,927 | 290,940 | |
Less: accumulated depreciation | (191,760) | (166,711) | |
Total | 143,167 | 124,229 | |
Land | |||
Property and Equipment | |||
Property and equipment, gross | $ 8,314 | 8,271 | |
Building and improvements | |||
Property and Equipment | |||
Useful Life | 30 years | ||
Property and equipment, gross | $ 24,974 | 22,225 | |
Equipment | |||
Property and Equipment | |||
Property and equipment, gross | $ 65,035 | 49,919 | |
Equipment | Minimum | |||
Property and Equipment | |||
Useful Life | 5 years | ||
Equipment | Maximum | |||
Property and Equipment | |||
Useful Life | 7 years | ||
Instruments | |||
Property and Equipment | |||
Useful Life | 3 years | ||
Property and equipment, gross | $ 189,974 | 173,668 | |
Modules and cases | |||
Property and Equipment | |||
Useful Life | 3 years | ||
Property and equipment, gross | $ 27,346 | 21,692 | |
Other property and equipment | |||
Property and Equipment | |||
Property and equipment, gross | $ 19,284 | 15,165 | |
Other property and equipment | Minimum | |||
Property and Equipment | |||
Useful Life | 3 years | ||
Other property and equipment | Maximum | |||
Property and Equipment | |||
Useful Life | 5 years | ||
Restatement Adjustment | Cost of Goods, Total | |||
Property and Equipment | |||
Depreciation | $ 1,700 | (5,500) | |
Current Year Impact | Restatement Adjustment | Cost of Goods, Total | |||
Property and Equipment | |||
Depreciation | $ 2,100 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Compensation and other employee-related costs | $ 29,006 | $ 23,214 |
Legal and other settlements and expenses | 1,177 | 734 |
Accrual for Taxes Other than Income Taxes | 6,325 | 6,946 |
Royalties | 2,139 | 4,671 |
Other | 13,947 | 10,836 |
Total accrued expenses | $ 52,594 | $ 46,401 |
DEBT (Details)
DEBT (Details) - Revolving Credit Facility $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Debt Instruments | |
Credit facility, current borrowing capacity | $ 50 |
Credit facility, maximum borrowing capacity | 75 |
Line of Credit Facility, Fair Value of Amount Outstanding | $ 0 |
Revolving credit facility, minimum termination notice period | 10 days |
Fluctuating Rate Per Annum | |
Debt Instruments | |
Credit facility, basis spread on variable rate | 0.75% |
Credit facility, variable rate | LIBOR |
Credit facility, period of variable rate | 1 month |
Fixed Rate | |
Debt Instruments | |
Credit facility, basis spread on variable rate | 0.75% |
Credit facility, variable rate | LIBOR |
Fixed Rate | Minimum | |
Debt Instruments | |
Credit facility, period of variable rate | 1 month |
Fixed Rate | Maximum | |
Debt Instruments | |
Credit facility, period of variable rate | 3 months |
Letter of Credit | |
Debt Instruments | |
Credit facility, maximum borrowing capacity | $ 25 |
EQUITY (Textuals) (Details)
EQUITY (Textuals) (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Stock | ||
Common stock, shares outstanding | 96,657,881 | 95,929,916 |
Common stock, shares authorized (in shares) | 785,000,000 | |
Class A Common | ||
Class of Stock | ||
Common stock, shares outstanding | 72,780,325 | 72,052,360 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, votes per share | 1 | |
Class B Common | ||
Class of Stock | ||
Common stock, shares outstanding | 23,877,556 | 23,877,556 |
Common stock, shares authorized (in shares) | 275,000,000 | 275,000,000 |
Common stock, votes per share | 10 | |
Class C Common | ||
Class of Stock | ||
Common stock, shares authorized (in shares) | 10,000,000 |
EQUITY (Schedule of Issued and
EQUITY (Schedule of Issued and Outstanding Shares) (Details) - shares | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock | ||
Common stock, shares outstanding | 96,657,881 | 95,929,916 |
Common stock, shares issued | 96,657,881 | 95,929,916 |
Class A Common | ||
Class of Stock | ||
Common stock, shares outstanding | 72,780,325 | 72,052,360 |
Common stock, shares issued | 72,780,325 | 72,052,360 |
Class B Common | ||
Class of Stock | ||
Common stock, shares outstanding | 23,877,556 | 23,877,556 |
Common stock, shares issued | 23,877,556 | 23,877,556 |
Common Class C [Member] | ||
Class of Stock | ||
Common stock, shares issued | 0 | 0 |
EQUITY Accumulated Other Compre
EQUITY Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accumulated other comprehensive income/(loss), net of tax | $ (6,907) | $ (8,642) | $ (1,958) |
Other comprehensive income/(loss) before reclassifications | 1,738 | (6,710) | |
Amounts reclassified from accumulated other comprehensive income, net of tax | (3) | 26 | |
Other comprehensive income/(loss), net of tax | 1,735 | (6,684) | (301) |
Foreign Currency Translation Adjustment | |||
Accumulated other comprehensive income/(loss), net of tax | (6,594) | (8,475) | (1,839) |
Other comprehensive income/(loss) before reclassifications | 1,881 | (6,636) | |
Amounts reclassified from accumulated other comprehensive income, net of tax | 0 | 0 | |
Other comprehensive income/(loss), net of tax | 1,881 | (6,636) | |
Unrealized Gain/(Loss) on Marketable Securities, Net of Tax | |||
Accumulated other comprehensive income/(loss), net of tax | (313) | (167) | $ (119) |
Other comprehensive income/(loss) before reclassifications | (143) | (74) | |
Amounts reclassified from accumulated other comprehensive income, net of tax | (3) | 26 | |
Other comprehensive income/(loss), net of tax | $ (146) | $ (48) |
STOCK-BASED COMPENSATION (Textu
STOCK-BASED COMPENSATION (Textuals) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Share-based Compensation, Number of Stock Plans | 3 |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Maximum contractual term | 10 years |
Unrecognized compensation expense, unvested stock options | $ | $ 33.5 |
Weighted average period of recognition, unvested stock options | 3 years |
Stock Options | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Award vesting period (in years) | 4 years |
2012 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Base number of shares that may be issuable under stock plan | 3,076,923 |
2012 Equity Incentive Plan | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Number of shares available for grant | 10,769,230 |
Annual percentage limit for incremental shares that may be issued | 3.00% |
2012 Equity Incentive Plan | Class A Common | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Shares reserved under the 2012 Equity Incentive Plan | 14,889,882 |
Number of shares available for grant | 5,572,142 |
STOCK-BASED COMPENSATION (Grant
STOCK-BASED COMPENSATION (Grant Date Fair Values of Options Awarded to Employees) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Weighted average grant date per share fair value | $ 9.12 | $ 7.62 | $ 8.63 |
STOCK-BASED COMPENSATION (Fair
STOCK-BASED COMPENSATION (Fair Value of Options, Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Risk-free interest rate, minimum | 1.74% | 1.03% | 1.39% |
Risk-free interest rate, maximum | 2.20% | 2.01% | 2.11% |
Expected volatility, minimum | 26.00% | 28.00% | 29.00% |
Expected volatility, maximum | 29.00% | 29.00% | 38.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Expected term | 5 years 9 months 18 days | 5 years 9 months 18 days | 5 years 1 month 6 days |
Maximum | |||
Expected term | 6 years 4 months 24 days | 6 years 6 months | 9 years 10 months 24 days |
STOCK-BASED COMPENSATION (Stock
STOCK-BASED COMPENSATION (Stock Option Activity) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Number of shares outstanding beginning balance | shares | 7,741 |
Number of shares granted | shares | 2,545 |
Number of shares exercised | shares | (728) |
Number of shares outstanding ending balance | shares | 9,041 |
Number of shares exercisable | shares | 4,326 |
Number of shares expected to vest | shares | 4,714 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Weighted average exercise price per share outstanding beginning balance | $ / shares | $ 21.08 |
Weighted average exercise price per share granted | $ / shares | 28.52 |
Weighted average exercise price per share exercised | $ / shares | $ 16.17 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | shares | 517 |
Weighted average exercise price per share forfeited | $ / shares | $ 24.12 |
Weighted average exercise price per share outstanding ending balance | $ / shares | 23.40 |
Weighted average exercise price per share exercisable | $ / shares | 20.07 |
Weighted average exercise price per share expected to vest | $ / shares | $ 26.45 |
Weighted average remaining contractual life outstanding | 7 years 4 months 24 days |
Weighted average remaining contractual life exercisable | 6 years 1 month 15 days |
Weighted average remaining contractual life expected to vest | 8 years 7 months 15 days |
Aggregate intrinsic value outstanding | $ | $ 160,047 |
Aggregate intrinsic value exercisable | $ | 90,981 |
Aggregate intrinsic value expected to vest | $ | $ 69,066 |
STOCK-BASED COMPENSATION (Compe
STOCK-BASED COMPENSATION (Compensation Expense Related to Stock Options and Their Intrinsic Values) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Intrinsic value of stock options exercised | $ 12,217 | $ 8,824 | $ 9,984 |
Stock-based compensation expense | 14,686 | 11,382 | 9,639 |
Net stock-based compensation capitalized into inventory | 196 | 270 | 221 |
Total stock-based compensation cost | $ 14,882 | $ 11,652 | $ 9,860 |
INCOME TAXES (Components of Inc
INCOME TAXES (Components of Income (Loss) Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Income before taxes, domestic | $ 155,051 | $ 154,377 | $ 171,278 |
Income before taxes, foreign | 14,877 | 2,902 | 1,527 |
Income before income taxes | $ 169,928 | $ 157,279 | $ 172,805 |
INCOME TAXES (Components of Pro
INCOME TAXES (Components of Provision for Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current Income Tax Expense | |||
Current income tax provision, federal | $ 46,728 | $ 51,785 | $ 45,813 |
Current income tax provision, state | 5,009 | 4,533 | 7,193 |
Current income tax provision, foreign | 2,638 | 748 | 673 |
Current income tax provision | 54,375 | 57,066 | 53,679 |
Deferred Income Tax Expense/(Benefit) | |||
Deferred income tax provision/(benefit), federal | 10,553 | (4,527) | 5,926 |
Deferred income tax (benefit), state | (1,123) | 204 | 480 |
Deferred income tax benefit, foreign | (1,225) | 195 | (64) |
Deferred income tax provision/(benefit) | 8,205 | (4,128) | 6,342 |
Income tax provision, total | $ 62,580 | $ 52,938 | $ 60,021 |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of Statutory U.S. Federal Tax Rate to Effective Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Statutory U.S. federal tax rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal benefit | 1.90% | 2.20% | 3.00% |
Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Percent | 1.00% | 0.40% | 0.20% |
Domestic production activities deduction | (2.30%) | (2.70%) | (2.60%) |
Tax credits | (3.80%) | (1.30%) | (0.90%) |
Effective Income Tax Rate Reconciliation,Other Reconciling Items, Percent | (1.40%) | 0.00% | 0.00% |
Nondeductible expenses | 0.10% | 0.10% | 0.10% |
Other | (0.20%) | 0.00% | (0.10%) |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 6.50% | 0.00% | 0.00% |
Effective tax rate | 36.80% | 33.70% | 34.70% |
INCOME TAXES (Components of Def
INCOME TAXES (Components of Deferred Income Taxes) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Deferred income taxes | $ 20,031 | $ 30,638 |
Components of Deferred Tax Assets [Abstract] | ||
Inventory reserve | 23,087 | 31,202 |
Accruals, reserves, and other currently not deductible | 7,812 | 13,269 |
Stock-based compensation | 9,109 | 10,595 |
Foreign net operating loss carryforwards | 1,924 | 227 |
Total deferred tax assets | 41,932 | 55,293 |
Valuation allowance | (1,821) | (83) |
Total deferred tax assets, net of valuation allowance | 40,111 | 55,210 |
Components of Deferred Tax Liabilities [Abstract] | ||
Depreciation and amortization | (30,749) | (32,448) |
Total deferred tax liabilities | (30,749) | (32,448) |
Net deferred tax assets | $ 9,362 | $ 22,762 |
INCOME TAXES (Reconciliation 70
INCOME TAXES (Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits at the beginning of the year | $ 1,862 | $ 1,575 | $ 3,228 |
Additions related to current year tax positions | 0 | 0 | 316 |
Additions related to prior year tax positions | 739 | 287 | 261 |
Reductions related to prior year tax positions | 0 | 0 | (2,230) |
Unrecognized tax benefit at the end of the year | 2,601 | 1,862 | 1,575 |
Portion of total unrecognized tax benefits that, if recognized, that would affect the effective income tax rate | $ 2,076 | $ 1,542 | $ 1,335 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Examination | ||||
Long term deferred tax asset | $ 20,031 | $ 20,031 | $ 30,638 | |
Income Tax Expense (Benefit) | 62,580 | $ 52,938 | $ 60,021 | |
Latest Tax Year [Member] | ||||
Income Tax Examination | ||||
Long term deferred tax asset | 10,300 | $ 10,300 | ||
Income Tax Expense (Benefit) | $ 700 |
LEASES (Minimum Future Rental P
LEASES (Minimum Future Rental Payments Under Operating Leases) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Leases, Operating [Abstract] | |
Year ending December 31, 2018 | $ 1,488 |
Year ending December 31, 2019 | 663 |
Year ending December 31, 2020 | 240 |
Year ending December 31, 2021 | 74 |
Year ending December 31, 2022 | 46 |
Thereafter | 19 |
Total | $ 2,530 |
LEASES (Rent Expense Related to
LEASES (Rent Expense Related to Operating Leases) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Leases, Operating [Abstract] | |||
Rent expense | $ 2,123 | $ 1,500 | $ 1,113 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 11, 2015claim | Nov. 19, 2014claim | Jul. 31, 2011claim | Apr. 30, 2010claim | |
Loss Contingencies | |||||||
Provision for litigation | $ | $ 2,668 | $ 3,156 | $ (11,268) | ||||
Accrued Liabilities and Other Liabilities | $ | 2,500 | ||||||
prepaid royalty | $ | $ 9,000 | ||||||
Flexuspine Inc. Litigation | |||||||
Loss Contingencies | |||||||
Patent claims (number of claims) | 5 | ||||||
Synthes related Litigations | |||||||
Loss Contingencies | |||||||
Patent claims (number of claims) | 3 | ||||||
Loss Contingency, Claims Settled, Number | 4 | ||||||
Payments for Legal Settlements | $ | $ 7,900 | ||||||
Bianco | |||||||
Loss Contingencies | |||||||
Payments for Legal Settlements | $ | $ 11,500 | ||||||
Bonutti Skeletal Innovations LLC Litigation | |||||||
Loss Contingencies | |||||||
Patent claims (number of claims) | 6 | ||||||
Minimum | Flexuspine Inc. Litigation | |||||||
Loss Contingencies | |||||||
Patent claims (number of claims) | 1 | ||||||
Minimum | Synthes related Litigations | |||||||
Loss Contingencies | |||||||
Patent claims (number of claims) | 1 | ||||||
Minimum | Bonutti Skeletal Innovations LLC Litigation | |||||||
Loss Contingencies | |||||||
Patent claims (number of claims) | 1 |
RETIREMENT BENEFIT PLANS (Detai
RETIREMENT BENEFIT PLANS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | |||
Nondiscretionary employee contribution match rate | 100.00% | ||
Maximum annual contribution match, per employee | $ 6,000 | ||
Maximum annual contribution match, percent per employee | 3.00% | ||
401(k) and other retirement plan contributions | $ 3,597,000 | $ 2,772,000 | $ 2,303,000 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) $ in Millions | 2 Months Ended |
Mar. 11, 2015USD ($) | |
Related Party Transaction | |
Purchases from related-party supplier | $ 5.3 |
Acquisition 2,015 | |
Related Party Transaction | |
Accounts payable to related-party | $ 5.2 |
SEGMENT AND GEOGRAPHIC INFORM77
SEGMENT AND GEOGRAPHIC INFORMATION (Geographic Location) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)segments | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Revenues from External Customers | |||||||||||
Number of reportable segments | segments | 1 | ||||||||||
Total sales | $ 176,034 | $ 151,744 | $ 152,390 | $ 155,809 | $ 151,590 | $ 135,651 | $ 137,489 | $ 139,264 | $ 635,977 | $ 563,994 | $ 544,753 |
United States | |||||||||||
Revenues from External Customers | |||||||||||
Total sales | 529,882 | 500,226 | 498,191 | ||||||||
International | |||||||||||
Revenues from External Customers | |||||||||||
Total sales | $ 106,095 | $ 63,768 | $ 46,562 |
SEGMENT AND GEOGRAPHIC INFORM78
SEGMENT AND GEOGRAPHIC INFORMATION (Products) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)categoriessegments | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Revenue from External Customer | |||||||||||
Total sales | $ 176,034 | $ 151,744 | $ 152,390 | $ 155,809 | $ 151,590 | $ 135,651 | $ 137,489 | $ 139,264 | $ 635,977 | $ 563,994 | $ 544,753 |
Textuals [Abstract] | |||||||||||
Number of reportable segments | segments | 1 | ||||||||||
Number of product categories | categories | 2 | ||||||||||
Innovative Fusion | |||||||||||
Revenue from External Customer | |||||||||||
Total sales | $ 327,391 | 287,594 | 288,062 | ||||||||
Disruptive Technology | |||||||||||
Revenue from External Customer | |||||||||||
Total sales | $ 308,586 | $ 276,400 | $ 256,691 |
QUARTERLY FINANCIAL DATA (una79
QUARTERLY FINANCIAL DATA (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Sales | $ 176,034 | $ 151,744 | $ 152,390 | $ 155,809 | $ 151,590 | $ 135,651 | $ 137,489 | $ 139,264 | $ 635,977 | $ 563,994 | $ 544,753 |
Net income | $ 24,376 | $ 25,591 | $ 28,667 | $ 28,714 | $ 24,298 | $ 26,227 | $ 25,806 | $ 28,010 | $ 107,348 | $ 104,341 | $ 112,784 |
Net earnings per common share - basic | $ 0.25 | $ 0.27 | $ 0.30 | $ 0.30 | $ 0.25 | $ 0.27 | $ 0.27 | $ 0.29 | $ 1.12 | $ 1.09 | $ 1.19 |
Net earnings per common share - dilutive | $ 0.25 | $ 0.26 | $ 0.29 | $ 0.30 | $ 0.25 | $ 0.27 | $ 0.27 | $ 0.29 | $ 1.10 | $ 1.08 | $ 1.17 |
Cost of Goods Sold | $ 150,453 | $ 134,705 | $ 132,333 | ||||||||
Gross Profit | $ 135,178 | $ 114,946 | $ 115,191 | $ 120,209 | $ 112,588 | $ 104,198 | $ 104,758 | $ 107,745 | $ 485,524 | $ 429,289 | $ 412,420 |
VALUATION ACCOUNTS AND QUALIF80
VALUATION ACCOUNTS AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for doubtful accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning of period | $ 2,771 | $ 2,513 | $ 1,647 |
Additions | 1,718 | 865 | 1,465 |
Write-offs | (526) | (607) | (599) |
End of period | 3,963 | 2,771 | 2,513 |
Deferred tax valuation allowance | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning of period | 83 | 43 | 45 |
Additions | 1,738 | 40 | 0 |
Write-offs | 0 | 0 | (2) |
End of period | $ 1,821 | $ 83 | $ 43 |