Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 29, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Entity Registrant Name | GLOBUS MEDICAL, INC. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 99,100,509 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Class A Common Stock, par value $.001 per share | |
Trading Symbol | GMED | |
Security Exchange Name | NYSE | |
Entity File Number | 001-35621 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3744954 | |
Entity Address, Address Line One | 2560 General Armistead Avenue | |
Entity Address, City or Town | Audubon | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19403 | |
City Area Code | 610 | |
Local Phone Number | 930-1800 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001237831 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash, cash equivalents, and restricted cash | $ 117,790 | $ 139,747 |
Short-term marketable securities | 122,637 | 199,937 |
Accounts receivable, net of allowances of $5,410 and $4,226, respectively | 144,681 | 137,067 |
Inventories | 173,040 | 131,254 |
Prepaid expenses and other current assets | 13,512 | 15,387 |
Income taxes receivable | 12,273 | 7,289 |
Total current assets | 583,933 | 630,681 |
Available-for-sale Securities, Noncurrent | 369,665 | 263,117 |
Property and equipment, net of accumulated depreciation of $231,003 and $216,809, respectively | 194,133 | 171,873 |
Intangible assets, net | 85,465 | 87,323 |
Goodwill | 129,901 | 123,734 |
Other assets | 15,671 | 10,364 |
Deferred income taxes | 11,978 | 13,578 |
Total assets | 1,390,746 | 1,300,670 |
Current liabilities | ||
Account payable | 23,745 | 25,895 |
Accrued expenses | 50,607 | 59,878 |
Income taxes payable | 431 | 917 |
Business acquisition liabilities | 6,016 | 6,830 |
Deferred revenue | 3,385 | 2,598 |
Total current liabilities | 84,184 | 96,118 |
Business acquisition liabilities, net of current portion | 3,288 | 3,288 |
Deferred income taxes | 8,097 | 8,114 |
Other liabilities | 7,651 | 7,634 |
Total liabilities | 103,220 | 115,154 |
Commitments and contingencies | ||
Equity | ||
Additional paid-in capital | 325,061 | 299,869 |
Accumulated other comprehensive loss | (1,728) | (7,172) |
Retained earnings | 964,094 | 892,721 |
Total equity | 1,287,526 | 1,185,516 |
Total liabilities and equity | 1,390,746 | 1,300,670 |
Common Class A [Member] | ||
Equity | ||
Common stock | 77 | 76 |
Common Class B [Member] | ||
Equity | ||
Common stock | $ 22 | $ 22 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Accounts receivable, allowances | $ 5,410 | $ 4,226 |
Property and equipment | ||
Accumulated depreciation | $ 231,003 | $ 216,809 |
Equity | ||
Common stock, shares authorized | 785,000,000 | |
Common stock, shares issued | 99,077,550 | 98,573,354 |
Common stock, shares outstanding | 99,077,550 | 98,573,354 |
Common Class A [Member] | ||
Equity | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 76,647,453 | 76,143,257 |
Common stock, shares outstanding | 76,647,453 | 76,143,257 |
Common Class B [Member] | ||
Equity | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 275,000,000 | 275,000,000 |
Common stock, shares issued | 22,430,097 | 22,430,097 |
Common stock, shares outstanding | 22,430,097 | 22,430,097 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Consolidated Statements of Income [Abstract] | ||||
Sales | $ 194,539 | $ 173,384 | $ 377,486 | $ 347,795 |
Cost of goods sold | 43,990 | 37,637 | 85,828 | 75,607 |
Gross profit | 150,549 | 135,747 | 291,658 | 272,188 |
Operating expenses | ||||
Research and development | 15,746 | 13,523 | 30,069 | 26,210 |
Selling, general and administrative | 88,379 | 77,125 | 174,163 | 152,819 |
Amortization of intangibles | 3,449 | 2,178 | 6,792 | 4,365 |
Acquisition related costs | 106 | 782 | 685 | 1,021 |
Total operating expenses | 107,680 | 93,608 | 211,709 | 184,415 |
Operating income | 42,869 | 42,139 | 79,949 | 87,773 |
Interest income/(expense), net | 4,417 | 2,971 | 8,576 | 5,262 |
Foreign currency transaction gain/(loss) | (210) | 344 | (22) | 339 |
Other income/(expense) | 17 | 4,850 | 241 | 5,008 |
Total other income/(expense), net | 4,224 | 8,165 | 8,795 | 10,609 |
Income before income taxes | 47,093 | 50,304 | 88,744 | 98,382 |
Income tax provision | 8,930 | 5,327 | 17,370 | 13,866 |
Net income | $ 38,163 | $ 44,977 | $ 71,374 | $ 84,516 |
Earnings per share | ||||
Basic | $ 0.39 | $ 0.46 | $ 0.72 | $ 0.87 |
Diluted | $ 0.38 | $ 0.44 | $ 0.70 | $ 0.84 |
Weighted average shares outstanding | ||||
Basic | 99,023 | 97,830 | 98,875 | 97,337 |
Dilutive stock options | 2,559 | 3,680 | 2,600 | 3,668 |
Diluted | 101,582 | 101,510 | 101,475 | 101,005 |
Anti-dilutive stock options excluded from weighted average calculation | 5,021 | 1,809 | 4,854 | 1,863 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Consolidated Statements of Comprehensive Income [Abstract] | ||||
Net income | $ 38,163 | $ 44,977 | $ 71,374 | $ 84,516 |
Other comprehensive income/(loss) | ||||
Unrealized gain/(loss) on marketable securities, net of tax | 1,984 | 164 | 3,783 | (72) |
Foreign currency translation gain/(loss) | 1,768 | (4,205) | 1,661 | 172 |
Total other comprehensive income/(loss) | 3,752 | (4,041) | 5,444 | 100 |
Comprehensive income | $ 41,915 | $ 40,936 | $ 76,818 | $ 84,616 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities | ||
Net income | $ 71,374 | $ 84,516 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 25,113 | 19,233 |
Amortization of premium (discount) on marketable securities | (736) | 1,477 |
Write-down for excess and obsolete inventories | 2,468 | 5,406 |
Stock-based compensation expense | 12,749 | 11,533 |
Allowance for doubtful accounts | 1,229 | 312 |
Change in fair value of business acquisition liabilities | 579 | 416 |
Change in deferred income taxes | 1,424 | 1,429 |
(Gain)/loss on disposal of assets, net | 295 | (3,947) |
(Increase)/decrease in | ||
Accounts receivable | (6,532) | (2,257) |
Inventories | (28,094) | (11,120) |
Prepaid expenses and other assets | (2,933) | (3,303) |
Increase/(decrease) in | ||
Accounts payable | (901) | (5,751) |
Accrued expenses and other liabilities | (8,744) | (2,104) |
Income taxes payable/receivable | (5,491) | (10,276) |
Net cash provided by operating activities | 61,800 | 85,564 |
Cash flows from investing activities | ||
Purchases of marketable securities | (210,606) | (309,223) |
Maturities of marketable securities | 161,568 | 158,102 |
Sales of marketable securities | 25,490 | 63,741 |
Purchases of property and equipment | (42,895) | (27,167) |
Acquisition of businesses, net of cash acquired | (24,135) | |
Net cash used in investing activities | (90,578) | (111,547) |
Proceeds from Sales of Assets, Investing Activities | 3,000 | |
Cash flows from financing activities | ||
Payment of business acquisition liabilities | (5,633) | (5,950) |
Proceeds from exercise of stock options | 12,268 | 33,131 |
Net cash provided by financing activities | 6,635 | 27,181 |
Effect of foreign exchange rate on cash | 186 | (71) |
Net increase in cash, cash equivalents, and restricted cash | (21,957) | 1,127 |
Cash, cash equivalents, and restricted cash at beginning of period | 139,647 | 118,817 |
Cash, cash equivalents, and restricted cash at end of period | 117,790 | 119,944 |
Supplemental disclosures of cash flow information | ||
Interest paid | 4 | |
Income taxes paid | $ 23,975 | $ 22,667 |
BACKGROUND AND SUMMARY OF SIGNI
BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2019 | |
BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Background and Summary of Significant Accounting Policies | NOTE 1. 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 healthcare solutions whose mission is to improve the quality of life of patients with musculoskeletal disorders. We are primarily focused on implants that promote healing in patients with musculoskeletal disorders, including the use of 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 to assist surgeons in effectively treating their patients and address new treatment options. With over 200 products on the market, we offer a comprehensive portfolio of innovative and differentiated technologies that address a variety of musculoskeletal 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 interim unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in complete financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2018. In the opinion of management, the statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of our financial position and of the results for the three and six month periods presented. The results of operations for any interim period are not indicative of results for the full year. (c) Principles of Consolidation The accompanying unaudited condensed 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 condensed 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 condensed 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 condensed consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include intangible assets, business acquisition 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. (e) Cash, Cash Equivalents, and Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows: June 30, December 31, June 30, December 31, (In thousands) 2019 2018 2018 2017 Cash and cash equivalents $ 117,790 $ 139,647 $ 119,944 $ 118,817 Restricted cash — 100 — — Total cash, cash equivalents, and restricted cash as presented in the condensed consolidated statement of cash flows $ 117,790 $ 139,747 $ 119,944 $ 118,817 (f) Marketable Securities Our marketable securities include municipal bonds, corporate debt securities, commercial paper, securities of government, federal agency, and other sovereign obligations, and asset-backed securities, and are classified as available-for-sale as of June 30, 2019. Available-for-sale securities are recorded at fair value in both short-term and long-term marketable securities on our condensed 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 condensed 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/(expense), on our condensed consolidated statements of income. Interest receivable is recorded as a component of prepaid expenses and other current assets on our condensed 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 condensed consolidated statement of income in the period the determination is made. (g) Inventories Inventories 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. (h) Property and Equipment Purchases of property and equipment included in accounts payable and accrued expenses were $ 4.8 million and $ 6.8 million during the six months ended June 30, 2019 and 2018, respectively. (i) Revenue Recognition Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. For purposes of disclosing disaggregated revenue, we disaggregate our revenue, into two categories, Musculoskeletal Solutions and Enabling Technologies, based on the timing of revenue recognition. Our Musculoskeletal Solutions products consist primarily of the implantable devices, disposables, and unique instruments used in an expansive range of spine, orthopedic trauma, hip, knee and extremity procedures. The majority of our Musculoskeletal Solutions contracts have a single performance obligation and revenue is recognized at a point in time. Our Enabling Technologies products are the advanced hardware and software systems and related technologies that are designed to enhance a surgeon’s capabilities and streamline surgical procedures by making them less invasive, more accurate, and more reproducible to improve patient care. The majority of our Enabling Technologies product contracts typically contain multiple performance obligations, including maintenance and support, and revenue is recognized as we fulfill each performance obligation. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. Our policy is to classify shipping and handling costs billed to customers as sales and the related expenses as cost of goods sold. Nature of Products and Services A significant portion of our Musculoskeletal Solutions product revenue is generated from consigned inventory maintained at hospitals or with sales representatives. Revenue from the sale of consigned Musculoskeletal products is recognized when we transfer control, which occurs at the time the product is used or implanted. For all other Musculoskeletal Solutions product transactions, we recognize revenue when we transfer title to the goods, provided there are no remaining performance obligations that will affect the customer’s final acceptance of the sale. We use an observable price to determine the stand-alone selling price for the identified performance obligation. Revenue from the sale of Enabling Technologies products is generally recognized when control transfers to the customer which occurs at the time the product is shipped or delivered. Depending on the terms of the arrangement, we may also defer the recognition of a portion of the consideration received as we have to satisfy a future performance obligation to provide maintenance and support. We use an observable price to determine the stand-alone selling price for each separate performance obligation. Contract Balances Timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. Deferred revenue is comprised mainly of unearned revenue related to the sales of certain Enabling Technologies products, which includes maintenance and support services. Deferred revenue is generally invoiced annually at the beginning of each contract period and recognized ratably over the coverage period. For the three and six months ended June 30, 2019, there was an immaterial amount of revenue recognized from previously deferred revenue. Disaggregation of Revenue The following table represents total sales by revenue stream: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2019 2018 2019 2018 Musculoskeletal Solutions products $ 182,538 $ 159,644 $ 358,296 $ 321,333 Enabling Technologies products 12,001 13,740 19,190 26,462 Total sales $ 194,539 $ 173,384 $ 377,486 $ 347,795 (j) Recently Issued Accounting Pronouncements 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. We are currently evaluating the timing and impact of the new standard on our financial position, results of operations and disclosures. In August 2018, the FASB released ASU 2018-13, Fair Value Measurement (Topic 820), (“ASU 2018-13”), which modifies the disclosure requirements on fair value measurements in Topic 820, including the consideration of costs and benefits. This update is effective for public entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the timing and impact of the new standard on our financial position, results of operations and disclosures. (k) Recently Adopted 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. We adopted the standard on January 1, 2018, using the modified retrospective method. We implemented internal controls to enable the preparation of financial information upon adoption. The adoption of this standard did not have a material impact on our financial position and results of operations. See “Note 1. Background and Summary of Significant Accounting Policies; (i) Revenue Recognition ” above for more detail regarding our disclosures. 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. We adopted ASU 2016-16 on January 1, 2018. This standard did not have a material impact 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 adopted ASU 2016-18 on January 1, 2018. This standard did not have a material impact on our financial position, results of operations, and disclosures. 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 adopted ASU 2017-01 on January 1, 2018. This standard did not have a material impact on our financial position, results of operations, and disclosures. 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 adopted ASU 2017-09 on January 1, 2018. This standard did not have a material impact on our financial position, results of operations, and disclosures. 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 permits modified retrospective method or cumulative-effect adjustment method. We adopted the standard on January 1, 2019, using the cumulative-effect adjustment transition method. As part of the adoption, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed carry forward of historical lease classifications. The adoption of this standard did not have a material impact on our financial position and results of operations. See “Note 14. Leases” for more detail regarding our disclosures. In February 2018, the FASB released ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) , Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). Prior to ASU 2018-02, GAAP required the remeasurement of deferred tax assets and liabilities as a result of a change in tax laws or rates to be presented in net income from continuing operations, even in situations in which the related income tax effects of items in accumulated other comprehensive income were originally recognized in other comprehensive income. As a result, such items, referred to as stranded tax effects, did not reflect the appropriate tax rate. Under ASU 2018-02, entities are permitted, but not required, to reclassify from accumulated other comprehensive income to retained earnings those stranded tax effects resulting from the Tax Act. ASU 2018-02 is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We adopted ASU 2018-02 on January 1, 2019. Adoption of the standard did not have a material impact on our financial position, results of operations and disclosures. In June 2018, the FASB released ASU 2018-07, Compensation—Stock Compensation (Topic 718) , (“ASU 2018-07”), which expanded the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. This update is effective for public entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We adopted ASU 2018-07 on January 1, 2019. Adoption of the standard did not have a material impact on our financial position, results of operations, and disclosures. |
NOTE RECEIVABLE
NOTE RECEIVABLE | 6 Months Ended |
Jun. 30, 2019 | |
NOTE RECEIVABLE [Abstract] | |
Note Receivable | NOTE 3. NOTE RECEIVABLE On September 1, 2016 (the “Closing Date”), in connection with the acquisition of the international operations and distribution channel of Alphatec Holdings, Inc. (“Alphatec”), 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 million. The term loan interest rate for the first two years following the Closing Date was priced at the London Interbank Offered Rate (“LIBOR”) plus 8.0 %, subject to a 9.5 % floor. The term loan interest rate thereafter was LIBOR plus 13.0 %. On the Closing Date, we made an initial loan of $ 25 million and the Alphatec Borrowers issued a note for such amount to us. On December 20, 2016, the remaining $ 5 million was drawn by the Alphatec Borrowers and added to the note. On November 7, 2018, the Alphatec Borrowers repaid all of the then outstanding principal and interest under the Credit Agreement in a total amount of $ 29.3 million. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2019 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |
Goodwill and Intangible Assets | NOTE 4. GOODWILL AND INTANGIBLE ASSETS A summary of intangible assets is presented below: June 30, 2019 (In thousands) Weighted Average Amortization Period (in years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Supplier network 10.0 $ 4,000 $ ( 1,867 ) $ 2,133 Customer relationships & other intangibles 7.0 47,117 ( 21,303 ) 25,814 Developed technology 8.6 57,635 ( 6,770 ) 50,865 Patents 16.3 8,136 ( 1,483 ) 6,653 Total intangible assets $ 116,888 $ ( 31,423 ) $ 85,465 Due to the FDA 510(k) clearance for AQRate, a robotic guidance and navigation system, in the first quarter of 2019, $19.8 million of IPR&D was transferred to Developed technology and began to be amortized over a period of 8.5 years. December 31, 2018 (In thousands) Weighted Average Amortization Period (in years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net In-process research & development — $ 19,813 $ — $ 19,813 Supplier network 10.0 4,000 ( 1,667 ) 2,333 Customer relationships & other intangibles 6.7 42,413 ( 17,746 ) 24,667 Developed technology 8.6 37,547 ( 3,498 ) 34,049 Patents 16.5 7,764 ( 1,303 ) 6,461 Total intangible assets $ 111,537 $ ( 24,214 ) $ 87,323 On September 5, 2018, we acquired Nemaris, Inc. (“Nemaris”), a privately held company that markets and develops Surgimap®, a surgical planning software platform (“Nemaris Acquisition”). The assets acquired in the Nemaris Acquisition consist primarily of developed technology. We determined that substantially all the fair value of the gross assets on the date of acquisition is captured in the developed technology and as a result, the Nemaris Acquisition was accounted for as an asset purchase. We allocated the consideration paid of $ 15.2 million on a pro rata basis to the assets acquired on their respective fair values. The useful lives of the developed technology is seven years and will be amortized on a straight-line basis. In addition to the cash paid at closing, there is a potential $ 10.0 million contingent consideration payment based on product development milestones. A summary of the net carrying value of goodwill is presented below: (In thousands) December 31, 2017 $ 123,890 Additions and adjustments — Foreign exchange ( 156 ) December 31, 2018 123,734 Additions and adjustments 5,753 Foreign exchange 414 June 30, 2019 $ 129,901 |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 6 Months Ended |
Jun. 30, 2019 | |
MARKETABLE SECURITIES [Abstract] | |
Marketable Securities | NOTE 5. MARKETABLE SECURITIES The composition of our short-term and long-term marketable securities is as follows: June 30, 2019 (In thousands) Contractual Maturity (in years) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term: Municipal bonds Less than 1 $ 4,016 $ 2 $ — $ 4,018 Corporate debt securities Less than 1 68,319 195 ( 0 ) 68,514 Commercial paper Less than 1 28,119 10 ( 0 ) 28,129 U.S. government and agency securities Less than 1 9,928 10 — 9,938 Asset-backed securities Less than 1 12,040 3 ( 5 ) 12,038 Total short-term marketable securities $ 122,422 $ 220 $ ( 5 ) $ 122,637 Long-term: Municipal bonds 1 - 3 $ 21,232 $ 196 $ — $ 21,428 Corporate debt securities 1 - 3 181,150 2,382 ( 2 ) 183,530 Asset-backed securities 1 - 3 154,940 1,866 ( 2 ) 156,804 U.S. government and agency securities 1 - 2 7,830 73 — 7,903 Total long-term marketable securities $ 365,152 $ 4,517 $ ( 4 ) $ 369,665 December 31, 2018 (In thousands) Contractual Maturity (in years) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term: Municipal bonds Less than 1 $ 14,923 $ — $ ( 25 ) $ 14,898 Corporate debt securities Less than 1 118,823 — ( 185 ) 118,638 Commercial paper Less than 1 50,202 3 ( 11 ) 50,194 U.S. government and agency securities Less than 1 4,497 — ( 1 ) 4,496 Asset-backed securities Less than 1 11,765 — ( 54 ) 11,711 Total short-term marketable securities $ 200,210 $ 3 $ ( 276 ) $ 199,937 Long-term: Municipal bonds 1 - 2 $ 2,676 $ — $ ( 4 ) $ 2,672 Corporate debt securities 1 - 3 127,676 196 ( 295 ) 127,577 Asset-backed securities 1 - 3 128,297 262 ( 89 ) 128,470 U.S. government and agency securities 1 - 3 4,411 — ( 13 ) 4,398 Total long-term marketable securities $ 263,060 $ 458 $ ( 401 ) $ 263,117 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2019 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Value Measurements | NOTE 6. 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: (In thousands) Balance at June 30, 2019 Level 1 Level 2 Level 3 Assets Cash equivalents $ 32,798 $ 6,784 $ 26,014 $ — Municipal bonds 25,446 — 25,446 — Corporate debt securities 252,044 — 252,044 — Commercial paper 28,129 — 28,129 — Asset-backed securities 168,842 — 168,842 — Government, federal agency, and other sovereign obligations 17,841 — 17,841 — Liabilities Business acquisition liabilities 9,304 — — 9,304 (In thousands) Balance at December 31, 2018 Level 1 Level 2 Level 3 Assets Cash equivalents $ 48,040 $ 259 $ 47,781 $ — Municipal bonds 17,570 — 17,570 — Corporate debt securities 246,215 — 246,215 — Commercial paper 50,194 — 50,194 — Asset-backed securities 140,181 — 140,181 — Government, federal agency, and other sovereign obligations 8,894 — 8,894 — Liabilities Business acquisition liabilities 10,118 — — 10,118 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 condensed consolidated balance sheets, and the changes in the fair value of contingent consideration are recognized within acquisition related costs in the condensed consolidated statements of income. As part of the StelKast Acquisition during the second quarter of 2019, we incurred a milestone-based contingent consideration liability. The recurring Level 3 fair value measurements of our business acquisition liabilities include the following significant unobservable inputs, which have not materially changed since December 31, 2018: (In thousands) Fair Value at June 30, 2019 Valuation technique Unobservable input Range Discount rate 4.7 % - 8.5 % Revenue-based payments $ 9,304 Discounted cash flow Probability of payment 75 % - 100 % Projected year of payment 2019 - 2029 The following table provides a reconciliation of the beginning and ending balances of business acquisition liabilities: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2019 2018 2019 2018 Beginning balance $ 5,289 $ 10,854 $ 10,118 $ 15,919 Purchase price contingent consideration 4,298 — 4,298 — Changes resulting from foreign currency fluctuations — ( 204 ) ( 58 ) ( 63 ) Contingent payments ( 283 ) ( 510 ) ( 5,633 ) ( 5,950 ) Changes in fair value of business acquisition liabilities — 182 579 416 Ending balance $ 9,304 $ 10,322 $ 9,304 $ 10,322 |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2019 | |
INVENTORIES [Abstract] | |
Inventories | NOTE 7. INVENTORIES June 30, December 31, (In thousands) 2019 2018 Raw materials $ 30,962 $ 20,740 Work in process 13,581 13,179 Finished goods 128,497 97,335 Total inventories $ 173,040 $ 131,254 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2019 | |
ACCRUED EXPENSES [Abstract] | |
Accrued Expenses | NOTE 8. ACCRUED EXPENSES June 30, December 31, (In thousands) 2019 2018 Compensation and other employee-related costs $ 28,457 $ 32,465 Legal and other settlements and expenses 1,325 6,684 Accrued non-income taxes 4,508 3,593 Royalties 2,361 2,500 Other 13,956 14,636 Total accrued expenses $ 50,607 $ 59,878 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2019 | |
DEBT [Abstract] | |
Debt | NOTE 9. 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. In June 2018, we amended the credit agreement to increase the revolving credit facility amount from $ 50.0 million to $ 125.0 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 $ 150.0 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 2020. 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 June 30, 2019, 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 $ 125.0 million. We may terminate the credit agreement at any time on ten days ’ notice without premium or penalty. |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Equity | NOTE 10. 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”). Our issued and outstanding common shares by Class were as follows: (Shares) Class A Common Class B Common Class C Common Total June 30, 2019 76,647,453 22,430,097 — 99,077,550 December 31, 2018 76,143,257 22,430,097 — 98,573,354 The following table summarizes changes in total equity: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2019 2018 2019 2018 Total equity, beginning of period $ 1,237,214 $ 1,026,868 $ 1,185,516 $ 967,778 Net income 38,163 44,977 71,374 84,516 Stock-based compensation cost 6,381 5,551 12,924 11,661 Exercise of stock options 2,016 23,831 12,268 33,131 Other comprehensive income 3,752 ( 4,041 ) 5,444 100 Total equity, end of period $ 1,287,526 $ 1,097,186 $ 1,287,526 $ 1,097,186 The tables below present the changes in each component of accumulated other comprehensive income/(loss), including current period other comprehensive income/(loss) and reclassifications out of accumulated other comprehensive income/(loss): (In thousands) Unrealized gain/(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, 2018 $ ( 168 ) $ ( 7,004 ) $ ( 7,172 ) Other comprehensive (loss)/income before reclassifications 4,947 1,661 6,608 Amounts reclassified from accumulated other comprehensive income, net of tax ( 1,164 ) — ( 1,164 ) Other comprehensive (loss)/income, net of tax 3,783 1,661 5,444 Accumulated other comprehensive loss, net of tax, at June 30, 2019 $ 3,615 $ ( 5,343 ) $ ( 1,728 ) (In thousands) Unrealized gain/(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, 2017 $ ( 313 ) $ ( 6,594 ) $ ( 6,907 ) Other comprehensive (loss)/income before reclassifications ( 67 ) 172 105 Amounts reclassified from accumulated other comprehensive income, net of tax ( 5 ) — ( 5 ) Other comprehensive (loss)/income, net of tax ( 72 ) 172 100 Accumulated other comprehensive loss, net of tax, at June 30, 2018 $ ( 385 ) $ ( 6,422 ) $ ( 6,807 ) |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2019 | |
STOCK-BASED COMPENSATION [Abstract] | |
Stock-Based Compensation | NOTE 11. 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 issuable under the 2012 Plan include authorized but unissued shares, treasury shares or shares of common stock purchased on the open market. As of June 30, 2019, pursuant to the 2012 Plan, there were 14,893,850 shares of Class A Common stock reserved and 1,259,513 shares of Class A Common stock available for future grants. The weighted average grant date fair value per share of the options awarded to employees were as follows: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2019 2018 2019 2018 Weighted average grant date fair value per share $ 13.00 $ 17.09 $ 13.65 $ 14.66 Stock option activity during the six months ended June 30, 2019 is summarized as follows: Option Shares (thousands) Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value (thousands) Outstanding at December 31, 2018 9,668 $ 31.45 Granted 2,200 45.39 Exercised ( 506 ) 24.38 Forfeited ( 432 ) 40.38 Outstanding at June 30, 2019 10,930 $ 34.22 7.5 $ 110,579 Exercisable at June 30, 2019 4,942 $ 25.73 6.1 $ 83,793 Expected to vest at June 30, 2019 5,988 $ 41.23 8.7 $ 26,786 The intrinsic value of stock options exercised and the compensation cost related to stock options granted to employees and non-employees under our stock plans was as follows: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2019 2018 2019 2018 Intrinsic value of stock options exercised $ 2,260 $ 33,305 $ 10,684 $ 48,153 Stock-based compensation expense $ 6,297 $ 5,480 $ 12,749 $ 11,533 Net stock-based compensation capitalized into inventory 84 71 175 128 Total stock-based compensation cost $ 6,381 $ 5,551 $ 12,924 $ 11,661 As of June 30, 2019, there was $ 65.4 million of unrecognized compensation expense related to unvested employee stock options that are expected to vest over a weighted average period of three years . |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2019 | |
INCOME TAXES [Abstract] | |
Income Taxes | NOTE 12. INCOME TAXES In computing our income tax provision, we make certain estimates and management judgments, such as estimated annual taxable income or loss, annual effective tax rate, the nature and timing of permanent and temporary differences between taxable income for financial reporting and tax reporting, and the recoverability of deferred tax assets. Our estimates and assumptions may change as new events occur, additional information is obtained, or as the tax environment changes. Should facts and circumstances change during a quarter causing a material change to the estimated effective income tax rate, a cumulative adjustment is recorded. The following table provides a summary of our effective tax rate: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Effective income tax rate 19.0 % 10.6 % 19.6 % 14.1 % The period over period change in the effective income tax rate for the three and six months ended June 30, 2019 is primarily driven by the reduction of benefits related to the exercise of stock based compensation (ASU 2016-09). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Commitments and Contingencies | NOTE 13. 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 condensed 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. 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 the remaining claims were fully resolved through settlement by the parties on February 6, 2019. 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. 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. 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. 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. On March 7, 2018, the United States Court of Appeals for the Federal Circuit denied Flexuspine Inc.’s petition for panel rehearing. In addition, we are subject to legal proceedings arising in the ordinary course of business. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2019 | |
LEASES [Abstract] | |
Leases | NOTE 14. LEASES The Company leases certain equipment, vehicles, and facilities under operating leases. Our leases have initial lease terms ranging from one year to fourteen years. Certain leases contain options to extend terms beyond the lease termination date. In these leases, we use judgment to determine whether it is reasonably possible that we will extend the lease beyond the initial term and for how long. Leases that have terms of less than 12 months are treated as short-term and are not recognized as right of use assets or lease liabilities. As most leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. As of June 30, 2019, the Company’s short-term lease commitments and sublease income are immaterial. The Company classifies right-of-use assets as Other assets, short-term lease liabilities as Accrued expenses, and long-term lease liabilities as Other liabilities on the Consolidated Balance Sheet. Lease expense is recognized, on a straight-line basis over the term of the lease, as a component of operating income on the Consolidated Statement of Income. Amounts reported in the Consolidated Balance Sheet as of the six months ended June 30, 2019 were as follows: (In thousands, except weighted average lease term and discount rate) Operating leases: Right of use assets $ 1,975 Lease liability - short term 1,235 Lease liability - long term 740 Total operating lease liability $ 1,975 Lease expense as of June 30, 2019 $ 1,523 Weighted-average remaining lease term - operating leases (in years) 1.8 Weighted-average discount rate 3.3 % Future minimum lease payments under non-cancellable leases as of the quarter ended June 30, 2019 are as follows: (In thousands) Operating Leases 2019 (excluding the six months ended June 30, 2019) $ 722 2020 1,026 2021 273 2022 100 2023 51 Thereafter 18 Total undiscounted leases payments $ 2,190 Less : imputed interest 215 Total lease liabilities $ 1,975 |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 6 Months Ended |
Jun. 30, 2019 | |
SEGMENT AND GEOGRAPHIC INFORMATION [Abstract] | |
Segment and Geographic Information | NOTE 15. SEGMENT AND GEOGRAPHIC INFORMATION Operating segments are defined as components of an enterprise for which separate discrete 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: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2019 2018 2019 2018 United States $ 159,989 $ 145,381 $ 307,527 $ 290,997 International 34,550 28,003 69,959 56,798 Total sales $ 194,539 $ 173,384 $ 377,486 $ 347,795 |
BACKGROUND AND SUMMARY OF SIG_2
BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 6 Months Ended |
Jun. 30, 2019 | |
BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in complete financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2018. In the opinion of management, the statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of our financial position and of the results for the three and six month periods presented. The results of operations for any interim period are not indicative of results for the full year. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed 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 condensed 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 condensed 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 condensed consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include intangible assets, business acquisition 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. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows: June 30, December 31, June 30, December 31, (In thousands) 2019 2018 2018 2017 Cash and cash equivalents $ 117,790 $ 139,647 $ 119,944 $ 118,817 Restricted cash — 100 — — Total cash, cash equivalents, and restricted cash as presented in the condensed consolidated statement of cash flows $ 117,790 $ 139,747 $ 119,944 $ 118,817 |
Marketable Securities | Marketable Securities Our marketable securities include municipal bonds, corporate debt securities, commercial paper, securities of government, federal agency, and other sovereign obligations, and asset-backed securities, and are classified as available-for-sale as of June 30, 2019. Available-for-sale securities are recorded at fair value in both short-term and long-term marketable securities on our condensed 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 condensed 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/(expense), on our condensed consolidated statements of income. Interest receivable is recorded as a component of prepaid expenses and other current assets on our condensed 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 condensed consolidated statement of income in the period the determination is made. |
Inventories | Inventories Inventories 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 Purchases of property and equipment included in accounts payable and accrued expenses were $ 4.8 million and $ 6.8 million during the six months ended June 30, 2019 and 2018, respectively. |
Revenue Recognition | Revenue Recognition Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. For purposes of disclosing disaggregated revenue, we disaggregate our revenue, into two categories, Musculoskeletal Solutions and Enabling Technologies, based on the timing of revenue recognition. Our Musculoskeletal Solutions products consist primarily of the implantable devices, disposables, and unique instruments used in an expansive range of spine, orthopedic trauma, hip, knee and extremity procedures. The majority of our Musculoskeletal Solutions contracts have a single performance obligation and revenue is recognized at a point in time. Our Enabling Technologies products are the advanced hardware and software systems and related technologies that are designed to enhance a surgeon’s capabilities and streamline surgical procedures by making them less invasive, more accurate, and more reproducible to improve patient care. The majority of our Enabling Technologies product contracts typically contain multiple performance obligations, including maintenance and support, and revenue is recognized as we fulfill each performance obligation. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. Our policy is to classify shipping and handling costs billed to customers as sales and the related expenses as cost of goods sold. Nature of Products and Services A significant portion of our Musculoskeletal Solutions product revenue is generated from consigned inventory maintained at hospitals or with sales representatives. Revenue from the sale of consigned Musculoskeletal products is recognized when we transfer control, which occurs at the time the product is used or implanted. For all other Musculoskeletal Solutions product transactions, we recognize revenue when we transfer title to the goods, provided there are no remaining performance obligations that will affect the customer’s final acceptance of the sale. We use an observable price to determine the stand-alone selling price for the identified performance obligation. Revenue from the sale of Enabling Technologies products is generally recognized when control transfers to the customer which occurs at the time the product is shipped or delivered. Depending on the terms of the arrangement, we may also defer the recognition of a portion of the consideration received as we have to satisfy a future performance obligation to provide maintenance and support. We use an observable price to determine the stand-alone selling price for each separate performance obligation. Contract Balances Timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. Deferred revenue is comprised mainly of unearned revenue related to the sales of certain Enabling Technologies products, which includes maintenance and support services. Deferred revenue is generally invoiced annually at the beginning of each contract period and recognized ratably over the coverage period. For the three and six months ended June 30, 2019, there was an immaterial amount of revenue recognized from previously deferred revenue. Disaggregation of Revenue The following table represents total sales by revenue stream: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2019 2018 2019 2018 Musculoskeletal Solutions products $ 182,538 $ 159,644 $ 358,296 $ 321,333 Enabling Technologies products 12,001 13,740 19,190 26,462 Total sales $ 194,539 $ 173,384 $ 377,486 $ 347,795 |
Recently Issued Accounting Pronouncements | (j) Recently Issued Accounting Pronouncements 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. We are currently evaluating the timing and impact of the new standard on our financial position, results of operations and disclosures. In August 2018, the FASB released ASU 2018-13, Fair Value Measurement (Topic 820), (“ASU 2018-13”), which modifies the disclosure requirements on fair value measurements in Topic 820, including the consideration of costs and benefits. This update is effective for public entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the timing and impact of the new standard on our financial position, results of operations and disclosures. (k) Recently Adopted 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. We adopted the standard on January 1, 2018, using the modified retrospective method. We implemented internal controls to enable the preparation of financial information upon adoption. The adoption of this standard did not have a material impact on our financial position and results of operations. See “Note 1. Background and Summary of Significant Accounting Policies; (i) Revenue Recognition ” above for more detail regarding our disclosures. 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. We adopted ASU 2016-16 on January 1, 2018. This standard did not have a material impact 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 adopted ASU 2016-18 on January 1, 2018. This standard did not have a material impact on our financial position, results of operations, and disclosures. 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 adopted ASU 2017-01 on January 1, 2018. This standard did not have a material impact on our financial position, results of operations, and disclosures. 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 adopted ASU 2017-09 on January 1, 2018. This standard did not have a material impact on our financial position, results of operations, and disclosures. 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 permits modified retrospective method or cumulative-effect adjustment method. We adopted the standard on January 1, 2019, using the cumulative-effect adjustment transition method. As part of the adoption, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed carry forward of historical lease classifications. The adoption of this standard did not have a material impact on our financial position and results of operations. See “Note 14. Leases” for more detail regarding our disclosures. In February 2018, the FASB released ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) , Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). Prior to ASU 2018-02, GAAP required the remeasurement of deferred tax assets and liabilities as a result of a change in tax laws or rates to be presented in net income from continuing operations, even in situations in which the related income tax effects of items in accumulated other comprehensive income were originally recognized in other comprehensive income. As a result, such items, referred to as stranded tax effects, did not reflect the appropriate tax rate. Under ASU 2018-02, entities are permitted, but not required, to reclassify from accumulated other comprehensive income to retained earnings those stranded tax effects resulting from the Tax Act. ASU 2018-02 is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We adopted ASU 2018-02 on January 1, 2019. Adoption of the standard did not have a material impact on our financial position, results of operations and disclosures. In June 2018, the FASB released ASU 2018-07, Compensation—Stock Compensation (Topic 718) , (“ASU 2018-07”), which expanded the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. This update is effective for public entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We adopted ASU 2018-07 on January 1, 2019. Adoption of the standard did not have a material impact on our financial position, results of operations, and disclosures. |
BACKGROUND AND SUMMARY OF SIG_3
BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Schedule Of Reconciliation Of Cash And Cash Equivalents Restricted Cash And Cash Equivalents [Table Text Block] | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows: June 30, December 31, June 30, December 31, (In thousands) 2019 2018 2018 2017 Cash and cash equivalents $ 117,790 $ 139,647 $ 119,944 $ 118,817 Restricted cash — 100 — — Total cash, cash equivalents, and restricted cash as presented in the condensed consolidated statement of cash flows $ 117,790 $ 139,747 $ 119,944 $ 118,817 |
Disaggregation of Revenue [Table Text Block] | Disaggregation of Revenue The following table represents total sales by revenue stream: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2019 2018 2019 2018 Musculoskeletal Solutions products $ 182,538 $ 159,644 $ 358,296 $ 321,333 Enabling Technologies products 12,001 13,740 19,190 26,462 Total sales $ 194,539 $ 173,384 $ 377,486 $ 347,795 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |
Intangible Assets Acquired as Part of Business Combination | A summary of intangible assets is presented below: June 30, 2019 (In thousands) Weighted Average Amortization Period (in years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Supplier network 10.0 $ 4,000 $ ( 1,867 ) $ 2,133 Customer relationships & other intangibles 7.0 47,117 ( 21,303 ) 25,814 Developed technology 8.6 57,635 ( 6,770 ) 50,865 Patents 16.3 8,136 ( 1,483 ) 6,653 Total intangible assets $ 116,888 $ ( 31,423 ) $ 85,465 Due to the FDA 510(k) clearance for AQRate, a robotic guidance and navigation system, in the first quarter of 2019, $19.8 million of IPR&D was transferred to Developed technology and began to be amortized over a period of 8.5 years. December 31, 2018 (In thousands) Weighted Average Amortization Period (in years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net In-process research & development — $ 19,813 $ — $ 19,813 Supplier network 10.0 4,000 ( 1,667 ) 2,333 Customer relationships & other intangibles 6.7 42,413 ( 17,746 ) 24,667 Developed technology 8.6 37,547 ( 3,498 ) 34,049 Patents 16.5 7,764 ( 1,303 ) 6,461 Total intangible assets $ 111,537 $ ( 24,214 ) $ 87,323 |
Schedule of Goodwill [Table Text Block] | A summary of the net carrying value of goodwill is presented below: (In thousands) December 31, 2017 $ 123,890 Additions and adjustments — Foreign exchange ( 156 ) December 31, 2018 123,734 Additions and adjustments 5,753 Foreign exchange 414 June 30, 2019 $ 129,901 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
MARKETABLE SECURITIES [Abstract] | |
Marketable Securities | The composition of our short-term and long-term marketable securities is as follows: June 30, 2019 (In thousands) Contractual Maturity (in years) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term: Municipal bonds Less than 1 $ 4,016 $ 2 $ — $ 4,018 Corporate debt securities Less than 1 68,319 195 ( 0 ) 68,514 Commercial paper Less than 1 28,119 10 ( 0 ) 28,129 U.S. government and agency securities Less than 1 9,928 10 — 9,938 Asset-backed securities Less than 1 12,040 3 ( 5 ) 12,038 Total short-term marketable securities $ 122,422 $ 220 $ ( 5 ) $ 122,637 Long-term: Municipal bonds 1 - 3 $ 21,232 $ 196 $ — $ 21,428 Corporate debt securities 1 - 3 181,150 2,382 ( 2 ) 183,530 Asset-backed securities 1 - 3 154,940 1,866 ( 2 ) 156,804 U.S. government and agency securities 1 - 2 7,830 73 — 7,903 Total long-term marketable securities $ 365,152 $ 4,517 $ ( 4 ) $ 369,665 December 31, 2018 (In thousands) Contractual Maturity (in years) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term: Municipal bonds Less than 1 $ 14,923 $ — $ ( 25 ) $ 14,898 Corporate debt securities Less than 1 118,823 — ( 185 ) 118,638 Commercial paper Less than 1 50,202 3 ( 11 ) 50,194 U.S. government and agency securities Less than 1 4,497 — ( 1 ) 4,496 Asset-backed securities Less than 1 11,765 — ( 54 ) 11,711 Total short-term marketable securities $ 200,210 $ 3 $ ( 276 ) $ 199,937 Long-term: Municipal bonds 1 - 2 $ 2,676 $ — $ ( 4 ) $ 2,672 Corporate debt securities 1 - 3 127,676 196 ( 295 ) 127,577 Asset-backed securities 1 - 3 128,297 262 ( 89 ) 128,470 U.S. government and agency securities 1 - 3 4,411 — ( 13 ) 4,398 Total long-term marketable securities $ 263,060 $ 458 $ ( 401 ) $ 263,117 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | (In thousands) Balance at June 30, 2019 Level 1 Level 2 Level 3 Assets Cash equivalents $ 32,798 $ 6,784 $ 26,014 $ — Municipal bonds 25,446 — 25,446 — Corporate debt securities 252,044 — 252,044 — Commercial paper 28,129 — 28,129 — Asset-backed securities 168,842 — 168,842 — Government, federal agency, and other sovereign obligations 17,841 — 17,841 — Liabilities Business acquisition liabilities 9,304 — — 9,304 (In thousands) Balance at December 31, 2018 Level 1 Level 2 Level 3 Assets Cash equivalents $ 48,040 $ 259 $ 47,781 $ — Municipal bonds 17,570 — 17,570 — Corporate debt securities 246,215 — 246,215 — Commercial paper 50,194 — 50,194 — Asset-backed securities 140,181 — 140,181 — Government, federal agency, and other sovereign obligations 8,894 — 8,894 — Liabilities Business acquisition liabilities 10,118 — — 10,118 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | (In thousands) Fair Value at June 30, 2019 Valuation technique Unobservable input Range Discount rate 4.7 % - 8.5 % Revenue-based payments $ 9,304 Discounted cash flow Probability of payment 75 % - 100 % Projected year of payment 2019 - 2029 |
Rollforward of contingent consideration | The following table provides a reconciliation of the beginning and ending balances of business acquisition liabilities: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2019 2018 2019 2018 Beginning balance $ 5,289 $ 10,854 $ 10,118 $ 15,919 Purchase price contingent consideration 4,298 — 4,298 — Changes resulting from foreign currency fluctuations — ( 204 ) ( 58 ) ( 63 ) Contingent payments ( 283 ) ( 510 ) ( 5,633 ) ( 5,950 ) Changes in fair value of business acquisition liabilities — 182 579 416 Ending balance $ 9,304 $ 10,322 $ 9,304 $ 10,322 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
ACCRUED EXPENSES [Abstract] | |
Accrued Expenses | June 30, December 31, (In thousands) 2019 2018 Compensation and other employee-related costs $ 28,457 $ 32,465 Legal and other settlements and expenses 1,325 6,684 Accrued non-income taxes 4,508 3,593 Royalties 2,361 2,500 Other 13,956 14,636 Total accrued expenses $ 50,607 $ 59,878 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
INVENTORIES [Abstract] | |
Schedule of Inventory | June 30, December 31, (In thousands) 2019 2018 Raw materials $ 30,962 $ 20,740 Work in process 13,581 13,179 Finished goods 128,497 97,335 Total inventories $ 173,040 $ 131,254 |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 76,647,453 22,430,097 — 99,077,550 December 31, 2018 76,143,257 22,430,097 — 98,573,354 |
Schedule of Stockholders Equity | The following table summarizes changes in total equity: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2019 2018 2019 2018 Total equity, beginning of period $ 1,237,214 $ 1,026,868 $ 1,185,516 $ 967,778 Net income 38,163 44,977 71,374 84,516 Stock-based compensation cost 6,381 5,551 12,924 11,661 Exercise of stock options 2,016 23,831 12,268 33,131 Other comprehensive income 3,752 ( 4,041 ) 5,444 100 Total equity, end of period $ 1,287,526 $ 1,097,186 $ 1,287,526 $ 1,097,186 |
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 income/(loss) and reclassifications out of accumulated other comprehensive income/(loss): (In thousands) Unrealized gain/(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, 2018 $ ( 168 ) $ ( 7,004 ) $ ( 7,172 ) Other comprehensive (loss)/income before reclassifications 4,947 1,661 6,608 Amounts reclassified from accumulated other comprehensive income, net of tax ( 1,164 ) — ( 1,164 ) Other comprehensive (loss)/income, net of tax 3,783 1,661 5,444 Accumulated other comprehensive loss, net of tax, at June 30, 2019 $ 3,615 $ ( 5,343 ) $ ( 1,728 ) (In thousands) Unrealized gain/(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, 2017 $ ( 313 ) $ ( 6,594 ) $ ( 6,907 ) Other comprehensive (loss)/income before reclassifications ( 67 ) 172 105 Amounts reclassified from accumulated other comprehensive income, net of tax ( 5 ) — ( 5 ) Other comprehensive (loss)/income, net of tax ( 72 ) 172 100 Accumulated other comprehensive loss, net of tax, at June 30, 2018 $ ( 385 ) $ ( 6,422 ) $ ( 6,807 ) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
STOCK-BASED COMPENSATION [Abstract] | |
Grants in Period, Weighted Average Grant Date Fair Value | The weighted average grant date fair value per share of the options awarded to employees were as follows: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2019 2018 2019 2018 Weighted average grant date fair value per share $ 13.00 $ 17.09 $ 13.65 $ 14.66 |
Summary of Stock Option Activity | Stock option activity during the six months ended June 30, 2019 is summarized as follows: Option Shares (thousands) Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value (thousands) Outstanding at December 31, 2018 9,668 $ 31.45 Granted 2,200 45.39 Exercised ( 506 ) 24.38 Forfeited ( 432 ) 40.38 Outstanding at June 30, 2019 10,930 $ 34.22 7.5 $ 110,579 Exercisable at June 30, 2019 4,942 $ 25.73 6.1 $ 83,793 Expected to vest at June 30, 2019 5,988 $ 41.23 8.7 $ 26,786 |
Intrinsic Value and Stock-based Compensation Schedule | The intrinsic value of stock options exercised and the compensation cost related to stock options granted to employees and non-employees under our stock plans was as follows: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2019 2018 2019 2018 Intrinsic value of stock options exercised $ 2,260 $ 33,305 $ 10,684 $ 48,153 Stock-based compensation expense $ 6,297 $ 5,480 $ 12,749 $ 11,533 Net stock-based compensation capitalized into inventory 84 71 175 128 Total stock-based compensation cost $ 6,381 $ 5,551 $ 12,924 $ 11,661 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
INCOME TAXES [Abstract] | |
Effective income tax rate | The following table provides a summary of our effective tax rate: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Effective income tax rate 19.0 % 10.6 % 19.6 % 14.1 % |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
LEASES [Abstract] | |
Schedule Of Supplemental Balance Sheet Information Related To Leases | Amounts reported in the Consolidated Balance Sheet as of the six months ended June 30, 2019 were as follows: (In thousands, except weighted average lease term and discount rate) Operating leases: Right of use assets $ 1,975 Lease liability - short term 1,235 Lease liability - long term 740 Total operating lease liability $ 1,975 Lease expense as of June 30, 2019 $ 1,523 Weighted-average remaining lease term - operating leases (in years) 1.8 Weighted-average discount rate 3.3 % |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease payments under non-cancellable leases as of the quarter ended June 30, 2019 are as follows: (In thousands) Operating Leases 2019 (excluding the six months ended June 30, 2019) $ 722 2020 1,026 2021 273 2022 100 2023 51 Thereafter 18 Total undiscounted leases payments $ 2,190 Less : imputed interest 215 Total lease liabilities $ 1,975 |
SEGMENT AND GEOGRAPHIC INFORM_2
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
SEGMENT AND GEOGRAPHIC INFORMATION [Abstract] | |
Schedule Of Revenue From External Customers By Geographical Area International And Domestic [Table Text Block] | The following table represents total sales by geographic area, based on the location of the customer: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2019 2018 2019 2018 United States $ 159,989 $ 145,381 $ 307,527 $ 290,997 International 34,550 28,003 69,959 56,798 Total sales $ 194,539 $ 173,384 $ 377,486 $ 347,795 |
BACKGROUND AND SUMMARY OF SIG_4
BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenues | $ 194,539 | $ 173,384 | $ 377,486 | $ 347,795 | |||
Cash and cash equivalents | 117,790 | 119,944 | 117,790 | 119,944 | $ 139,647 | $ 118,817 | |
Restricted Cash | 100 | ||||||
Capital Expenditures Incurred but Not yet Paid | 4,800 | 6,800 | |||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 117,790 | $ 119,944 | 117,790 | 119,944 | $ 139,747 | $ 118,817 | |
Payments to Acquire Investments | 210,606 | 309,223 | |||||
Proceeds from Sale of Available-for-sale Securities | $ 25,490 | $ 63,741 | |||||
Diluted | $ 0.38 | $ 0.44 | $ 0.70 | $ 0.84 | |||
Musculoskeletal Solutions [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenues | $ 182,538 | $ 159,644 | $ 358,296 | $ 321,333 | |||
Enabling Technologies [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenues | $ 12,001 | $ 13,740 | $ 19,190 | $ 26,462 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) - USD ($) $ in Millions | May 14, 2019 | Sep. 05, 2018 | Jun. 30, 2019 |
Business Combinations [Abstract] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | $ 15.2 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 3.9 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 3.7 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | 5 | ||
Payments to Acquire Businesses, Gross | $ 15.2 | 24.1 | |
Goodwill, Acquired During Period | 5.8 | ||
Business Combination, Consideration Transferred | $ 4.3 | $ 28.4 |
NOTE RECEIVABLE (Details)
NOTE RECEIVABLE (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2019 | Dec. 20, 2016 | Sep. 01, 2016 | |
Note Receivable [Line Items] | |||
Proceeds from Collection of Notes Receivable | $ 29.3 | ||
Maximum [Member] | |||
Note Receivable [Line Items] | |||
Note Receivable, gross, noncurrent | $ 30 | ||
Minimum [Member] | |||
Note Receivable [Line Items] | |||
Note receivable, basis spread on variable rate | 9.50% | ||
Initial [Member] | |||
Note Receivable [Line Items] | |||
Note Receivable, gross, noncurrent | $ 25 | ||
Final [Member] | |||
Note Receivable [Line Items] | |||
Note Receivable, gross, noncurrent | $ 5 | ||
First Two Years [Member] | |||
Note Receivable [Line Items] | |||
Note receivable, basis spread on variable rate | 8.00% | ||
Last Three Years [Member] | |||
Note Receivable [Line Items] | |||
Note receivable, basis spread on variable rate | 13.00% |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Sep. 05, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Acquired Intangible Assets [Line Items] | |||||||
Payments to Acquire Businesses, Gross | $ 15,200 | $ 24,100 | |||||
Intangible Assets Gross | 116,888 | $ 111,537 | |||||
Accumulated amortization | (31,423) | (24,214) | |||||
Intangible assets, net | 85,465 | 87,323 | |||||
Business Combination, Contingent Consideration, Liability | $ 10,000 | $ 9,304 | $ 10,118 | $ 5,289 | $ 10,322 | $ 10,854 | $ 15,919 |
Supplier Network [Member] | |||||||
Acquired Intangible Assets [Line Items] | |||||||
Weighted average amortization period | 10 years | 10 years | |||||
Gross carrying amount | $ 4,000 | $ 4,000 | |||||
Accumulated amortization | (1,867) | (1,667) | |||||
Intangible assets, net | $ 2,133 | $ 2,333 | |||||
Customer Relationships [Member] | |||||||
Acquired Intangible Assets [Line Items] | |||||||
Weighted average amortization period | 7 years | 6 years 8 months 12 days | |||||
Gross carrying amount | $ 47,117 | $ 42,413 | |||||
Accumulated amortization | (21,303) | (17,746) | |||||
Intangible assets, net | $ 25,814 | $ 24,667 | |||||
Developed Technology Rights [Member] | |||||||
Acquired Intangible Assets [Line Items] | |||||||
Intangible Assets, Explanation of Significant Additions | $19.8 | ||||||
Weighted average amortization period | 7 years | 8 years 7 months 6 days | 8 years 7 months 6 days | ||||
Gross carrying amount | $ 57,635 | $ 37,547 | |||||
Accumulated amortization | (6,770) | (3,498) | |||||
Intangible assets, net | $ 50,865 | $ 34,049 | |||||
Patents [Member] | |||||||
Acquired Intangible Assets [Line Items] | |||||||
Weighted average amortization period | 16 years 3 months 18 days | 16 years 6 months | |||||
Gross carrying amount | $ 8,136 | $ 7,764 | |||||
Accumulated amortization | (1,483) | (1,303) | |||||
Intangible assets, net | $ 6,653 | $ 6,461 | |||||
In Process Research and Development [Member] | |||||||
Acquired Intangible Assets [Line Items] | |||||||
Weighted average amortization period | 8 years 6 months | 1 year | |||||
Gross carrying amount | $ 19,813 | ||||||
Intangible assets, net | $ 19,813 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Goodwill Rollforward) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |||
Goodwill | $ 129,901 | $ 123,734 | $ 123,890 |
Goodwill, Period Increase (Decrease) | 5,753 | ||
Goodwill, Foreign Currency Translation Gain (Loss) | $ 414 | $ (156) |
MARKETABLE SECURITIES (Details)
MARKETABLE SECURITIES (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Current | $ 122,637 | $ 199,937 |
Minimum [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Probabilityof Payment | 75.00% | |
Maximum [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Probabilityof Payment | 100.00% | |
Municipal Bonds [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale | $ 25,446 | 17,570 |
Corporate Debt Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale | 252,044 | 246,215 |
Commercial Paper [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale | 28,129 | 50,194 |
Asset-backed Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale | 168,842 | 140,181 |
Government, federal agency, and other sovereign obligations [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale | $ 17,841 | $ 8,894 |
Short-term Investments [Member] | Municipal Bonds [Member] | Maximum [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Contractual Maturity | 1 year | 1 year |
Short-term Investments [Member] | Corporate Debt Securities [Member] | Maximum [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Contractual Maturity | 1 year | 1 year |
Short-term Investments [Member] | Commercial Paper [Member] | Maximum [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Contractual Maturity | 1 year | 1 year |
Short-term Investments [Member] | Asset-backed Securities [Member] | Maximum [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Contractual Maturity | 1 year | 1 year |
Short-term Investments [Member] | Government, federal agency, and other sovereign obligations [Member] | Maximum [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Contractual Maturity | 1 year | 1 year |
Other Long-term Investments [Member] | Municipal Bonds [Member] | Minimum [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Contractual Maturity | 1 year | 1 year |
Other Long-term Investments [Member] | Municipal Bonds [Member] | Maximum [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Contractual Maturity | 3 years | 2 years |
Other Long-term Investments [Member] | Corporate Debt Securities [Member] | Minimum [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Contractual Maturity | 1 year | 1 year |
Other Long-term Investments [Member] | Corporate Debt Securities [Member] | Maximum [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Contractual Maturity | 3 years | 3 years |
Other Long-term Investments [Member] | Asset-backed Securities [Member] | Minimum [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Contractual Maturity | 1 year | 1 year |
Other Long-term Investments [Member] | Asset-backed Securities [Member] | Maximum [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Contractual Maturity | 3 years | 3 years |
Other Long-term Investments [Member] | Government, federal agency, and other sovereign obligations [Member] | Minimum [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Contractual Maturity | 1 year | 1 year |
Other Long-term Investments [Member] | Government, federal agency, and other sovereign obligations [Member] | Maximum [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Contractual Maturity | 2 years | 3 years |
Fair Value, Measurements, Recurring [Member] | Short-term Investments [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost | $ 122,422 | $ 200,210 |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax | 220 | 3 |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax | (5) | (276) |
Debt Securities, Available-for-sale | 199,937 | |
Debt Securities, Available-for-sale, Current | 122,637 | |
Fair Value, Measurements, Recurring [Member] | Short-term Investments [Member] | Municipal Bonds [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost | 4,016 | 14,923 |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax | 2 | |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax | (25) | |
Debt Securities, Available-for-sale | 4,018 | 14,898 |
Fair Value, Measurements, Recurring [Member] | Short-term Investments [Member] | Corporate Debt Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost | 68,319 | 118,823 |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax | 195 | |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax | 0 | (185) |
Debt Securities, Available-for-sale | 68,514 | 118,638 |
Fair Value, Measurements, Recurring [Member] | Short-term Investments [Member] | Commercial Paper [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost | 28,119 | 50,202 |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax | 10 | 3 |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax | 0 | (11) |
Debt Securities, Available-for-sale | 28,129 | 50,194 |
Fair Value, Measurements, Recurring [Member] | Short-term Investments [Member] | Asset-backed Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost | 12,040 | 11,765 |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax | 3 | |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax | (5) | (54) |
Debt Securities, Available-for-sale | 12,038 | 11,711 |
Fair Value, Measurements, Recurring [Member] | Short-term Investments [Member] | Government, federal agency, and other sovereign obligations [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost | 9,928 | 4,497 |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax | 10 | |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax | (1) | |
Debt Securities, Available-for-sale | 9,938 | 4,496 |
Fair Value, Measurements, Recurring [Member] | Other Long-term Investments [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost | 365,152 | 263,060 |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax | 4,517 | 458 |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax | (4) | (401) |
Debt Securities, Available-for-sale | 369,665 | 263,117 |
Fair Value, Measurements, Recurring [Member] | Other Long-term Investments [Member] | Municipal Bonds [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost | 21,232 | 2,676 |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax | 196 | |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax | (4) | |
Debt Securities, Available-for-sale | 21,428 | 2,672 |
Fair Value, Measurements, Recurring [Member] | Other Long-term Investments [Member] | Corporate Debt Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost | 181,150 | 127,676 |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax | 2,382 | 196 |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax | (2) | (295) |
Debt Securities, Available-for-sale | 183,530 | 127,577 |
Fair Value, Measurements, Recurring [Member] | Other Long-term Investments [Member] | Asset-backed Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost | 154,940 | 128,297 |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax | 1,866 | 262 |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax | (2) | (89) |
Debt Securities, Available-for-sale | 156,804 | 128,470 |
Fair Value, Measurements, Recurring [Member] | Other Long-term Investments [Member] | Government, federal agency, and other sovereign obligations [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost | 7,830 | 4,411 |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax | 73 | |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax | (13) | |
Debt Securities, Available-for-sale | $ 7,903 | $ 4,398 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 05, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Cash equivalents | $ 32,798 | $ 48,040 | |||||
Contingent consideration | $ 9,304 | $ 10,854 | $ 9,304 | $ 15,919 | 9,304 | 10,118 | $ 10,000 |
Contingent consideration, beginning balance | 5,289 | 10,854 | 10,118 | 15,919 | |||
Contingent consideration currency translation loss/(gain) | (204) | (58) | (63) | ||||
Contingent Payments | (283) | (510) | (5,633) | (5,950) | |||
Changes in fair value of contingent consideration | 182 | 579 | 416 | ||||
Contingent consideration, ending balance | $ 9,304 | $ 10,322 | $ 9,304 | $ 10,322 | |||
Purchase price contingent consideration | 4,298 | — | 4,298 | — | |||
Minimum [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Probability of Payment | 75.00% | ||||||
Projected Year Of Payment | 2019 | ||||||
Maximum [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Discount Rate | 8.50% | ||||||
Probability of Payment | 100.00% | ||||||
Projected Year Of Payment | 2029 | ||||||
Fair Value, Inputs, Level 1 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Cash equivalents | 6,784 | 259 | |||||
Fair Value, Inputs, Level 2 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Cash equivalents | 26,014 | 47,781 | |||||
Fair Value, Inputs, Level 3 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Contingent consideration | $ 9,304 | $ 9,304 | 9,304 | 10,118 | |||
Contingent consideration, beginning balance | 10,118 | ||||||
Contingent consideration, ending balance | $ 9,304 | $ 9,304 | |||||
Municipal Bonds [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt Securities, Available-for-sale | 25,446 | 17,570 | |||||
Municipal Bonds [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt Securities, Available-for-sale | 25,446 | 17,570 | |||||
Corporate Debt Securities [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt Securities, Available-for-sale | 252,044 | 246,215 | |||||
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt Securities, Available-for-sale | 252,044 | 246,215 | |||||
Commercial Paper [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt Securities, Available-for-sale | 28,129 | 50,194 | |||||
Commercial Paper [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt Securities, Available-for-sale | 28,129 | 50,194 | |||||
Asset-backed Securities [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt Securities, Available-for-sale | 168,842 | 140,181 | |||||
Asset-backed Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt Securities, Available-for-sale | 168,842 | 140,181 | |||||
Government, federal agency, and other sovereign obligations [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt Securities, Available-for-sale | 17,841 | 8,894 | |||||
Government, federal agency, and other sovereign obligations [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt Securities, Available-for-sale | $ 17,841 | $ 8,894 | |||||
Measurement Input, Discount Rate [Member] | Minimum [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Discount Rate | 4.70% |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
INVENTORIES [Abstract] | ||
Raw Materials | $ 30,962 | $ 20,740 |
Work in process | 13,581 | 13,179 |
Finished goods | 128,497 | 97,335 |
Total inventories | $ 173,040 | $ 131,254 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
ACCRUED EXPENSES [Abstract] | ||
Compensation and other employee-related costs | $ 28,457 | $ 32,465 |
Legal and other settlements and expenses | 1,325 | 6,684 |
Accrued non-income taxes | 4,508 | 3,593 |
Royalties | 2,361 | 2,500 |
Other | 13,956 | 14,636 |
Total accrued expenses | $ 50,607 | $ 59,878 |
DEBT (Details)
DEBT (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | May 31, 2011 | |
Debt Instrument [Line Items] | ||
Credit facility, current borrowing capacity | $ 125,000,000 | $ 50,000,000 |
Credit facility, maximum borrowing capacity | 150,000,000 | |
Credit facility, outstanding borrowings | $ 0 | |
Credit facility, termination period without penalty | 10 days | |
Line Of Credit Variable Rate Per Annum [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, period of variable rate | 1 month | |
Credit facility, basis spread on variable rate | 0.75% | |
Line Of Credit Fixed Rate [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, basis spread on variable rate | 0.75% | |
Line Of Credit Fixed Rate [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, period of variable rate | 1 month | |
Line Of Credit Fixed Rate [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, period of variable rate | 3 months | |
Letter of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, maximum borrowing capacity | $ 25,000,000 |
EQUITY (Narrative) (Details)
EQUITY (Narrative) (Details) - shares | Jun. 30, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||
Common stock, shares authorized | 785,000,000 | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 275,000,000 | 275,000,000 |
Common Class C [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 10,000,000 |
EQUITY (Schedule of Issued and
EQUITY (Schedule of Issued and Outstanding Shares) (Details) - shares | Jun. 30, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||
Common stock, shares issued | 99,077,550 | 98,573,354 |
Common stock, shares outstanding | 99,077,550 | 98,573,354 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares issued | 76,647,453 | 76,143,257 |
Common stock, shares outstanding | 76,647,453 | 76,143,257 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares issued | 22,430,097 | 22,430,097 |
Common stock, shares outstanding | 22,430,097 | 22,430,097 |
Common Class C [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares issued |
EQUITY (Stockholders' Equity Ro
EQUITY (Stockholders' Equity Rollforward) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Total equity, beginning of period | $ 1,237,214 | $ 1,026,868 | $ 1,185,516 | $ 967,778 |
Net income | 38,163 | 44,977 | 71,374 | 84,516 |
Stock-based compensation cost | 6,381 | 5,551 | 12,924 | 11,661 |
Exercise of stock options | 2,016 | 23,831 | 12,268 | 33,131 |
Other comprehensive income | 3,752 | (4,041) | 5,444 | 100 |
Total equity, end of period | $ 1,287,526 | $ 1,097,186 | $ 1,287,526 | $ 1,097,186 |
EQUITY (Accumulated Other Compr
EQUITY (Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accumulated other comprehensive loss, net of tax | $ (7,172) | $ (6,907) | ||
Other comprehensive income before reclassifications | 6,608 | 105 | ||
Amounts reclassified from accumulated other comprehensive income, net of tax | (1,164) | (5) | ||
Other comprehensive income/(loss), net of tax | $ 3,752 | $ (4,041) | 5,444 | 100 |
Accumulated other comprehensive loss, net of tax | (1,728) | (6,807) | (1,728) | (6,807) |
Accumulated Net Investment Gain (Loss) Attributable to Parent [Member] | ||||
Accumulated other comprehensive loss, net of tax | (168) | (313) | ||
Other comprehensive income before reclassifications | 4,947 | (67) | ||
Amounts reclassified from accumulated other comprehensive income, net of tax | (1,164) | (5) | ||
Other comprehensive income/(loss), net of tax | 3,783 | (72) | ||
Accumulated other comprehensive loss, net of tax | 3,615 | (385) | 3,615 | (385) |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||||
Accumulated other comprehensive loss, net of tax | (7,004) | (6,594) | ||
Other comprehensive income before reclassifications | 1,661 | 172 | ||
Other comprehensive income/(loss), net of tax | 1,661 | 172 | ||
Accumulated other comprehensive loss, net of tax | $ (5,343) | $ (6,422) | $ (5,343) | $ (6,422) |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($)ShareBasedCompensationPlanshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of stock plans | ShareBasedCompensationPlan | 3 |
Employee Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum contractual term | 10 years |
Award vesting period | 4 years |
Unrecognized compensation expense, unvested stock options | $ | $ 65.4 |
Weighted average period of recognition, unvested stock options | 3 years |
2012 Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Base number of shares that may be issuable under stock plan | 3,076,923 |
2012 Equity Incentive Plan [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
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 [Member] | Common Class A [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares available for grant | 1,259,513 |
Shares reserved under the 2012 Equity Incentive Plan | 14,893,850 |
STOCK-BASED COMPENSATION (Grant
STOCK-BASED COMPENSATION (Grant Date Fair Values of Options Awarded to Employees) (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
STOCK-BASED COMPENSATION [Abstract] | ||||
Weighted average grant date fair value per share | $ 13 | $ 17.09 | $ 13.65 | $ 14.66 |
STOCK-BASED COMPENSATION (Stock
STOCK-BASED COMPENSATION (Stock Option Activity) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Number of shares outstanding beginning balance | shares | 9,668 |
Number of shares granted | shares | 2,200 |
Number of shares exercised | shares | (506) |
Number of shares forfeited | shares | (432) |
Number of shares outstanding ending balance | shares | 10,930 |
Number of shares exercisable | shares | 4,942 |
Number of shares expected to vest | shares | 5,988 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | |
Weighted average exercise price per share outstanding beginning balance | $ / shares | $ 31.45 |
Weighted average exercise price per share granted | $ / shares | 45.39 |
Weighted average exercise price per share exercised | $ / shares | 24.38 |
Weighted average exercise price per share forfeited | $ / shares | 40.38 |
Weighted average exercise price per share outstanding ending balance | $ / shares | 34.22 |
Weighted average exercise price per share exercisable | $ / shares | 25.73 |
Weighted average exercise price per share expected to vest | $ / shares | $ 41.23 |
Weighted average remaining contractual life outstanding | 7 years 6 months |
Weighted average remaining contractual life exercisable | 6 years 1 month 6 days |
Weighted average remaining contractual life expected to vest | 8 years 8 months 12 days |
Aggregate intrinsic value outstanding | $ | $ 110,579 |
Aggregate intrinsic value exercisable | $ | 83,793 |
Aggregate intrinsic value expected to vest | $ | $ 26,786 |
STOCK-BASED COMPENSATION (Compe
STOCK-BASED COMPENSATION (Compensation Expense Related to Stock Options and Their Intrinsic Values) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
STOCK-BASED COMPENSATION [Abstract] | ||||
Intrinsic value of stock options exercised | $ 2,260 | $ 33,305 | $ 10,684 | $ 48,153 |
Stock-based compensation expense | 6,297 | 5,480 | 12,749 | 11,533 |
Net stock-based compensation capitalized into inventory | 84 | 71 | 175 | 128 |
Total stock-based compensation cost | $ 6,381 | $ 5,551 | $ 12,924 | $ 11,661 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
INCOME TAXES [Abstract] | ||||
Effective income tax rate | 19.00% | 10.60% | 19.60% | 14.10% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2019USD ($) | Mar. 11, 2015claim | |
Prepaid royalty | $ 9 | |
Accrual Reversal | 2.5 | |
Bianco Litigation [Member] | ||
Payments for Legal Settlements | $ 11.5 | |
Minimum [Member] | Flexuspine, Inc. Litigation [Member] | ||
Loss Contingency, Pending Claims, Number | claim | 1 | |
Maximum [Member] | Flexuspine, Inc. Litigation [Member] | ||
Loss Contingency, Pending Claims, Number | claim | 5 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) | Jun. 30, 2019 |
LEASES [Abstract] | |
Lessee, Operating Lease, Term of Contract | 12 months |
LEASES (Schedule of Supplementa
LEASES (Schedule of Supplemental Balance Sheet Information Related to Leases) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
LEASES [Abstract] | |
Right of use assets | $ 1,975 |
Lease liability - short term | 1,235 |
Lease liability - long term | 740 |
Total operating lease liability | 1,975 |
Lease expense as of June 30, 2019 | $ 1,523 |
Weighted-average remaining lease term - operating leases (in years) | 1 year 9 months 18 days |
Weighted-average discount rate | 3.30% |
LEASES (Future Minimum Lease Pa
LEASES (Future Minimum Lease Payments) (Details) $ in Thousands | Jun. 30, 2019USD ($) |
LEASES [Abstract] | |
2019 (excluding the six months ended June 30, 2019) | $ 722 |
2020 | 1,026 |
2021 | 273 |
2022 | 100 |
2023 | 51 |
Thereafter | 18 |
Total undiscounted leases payments | 2,190 |
Less : imputed interest | 215 |
Total operating lease liability | $ 1,975 |
SEGMENT AND GEOGRAPHIC INFORM_3
SEGMENT AND GEOGRAPHIC INFORMATION (Geographic Location) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)segment | Jun. 30, 2018USD ($) | |
Schedule Of Sales By Geographic Area [Line Items] | ||||
Revenues | $ 194,539 | $ 173,384 | $ 377,486 | $ 347,795 |
Number of Operating Segments | segment | 1 | |||
United States [Member] | ||||
Schedule Of Sales By Geographic Area [Line Items] | ||||
Revenues | 159,989 | 145,381 | $ 307,527 | 290,997 |
International [Member] | ||||
Schedule Of Sales By Geographic Area [Line Items] | ||||
Revenues | $ 34,550 | $ 28,003 | $ 69,959 | $ 56,798 |