Cover Page
Cover Page | Dec. 30, 2020 |
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0001760173 |
Document Type | 8-K |
Document Period End Date | Dec. 30, 2020 |
Entity Registrant Name | SURGALIGN HOLDINGS, INC. |
Entity Incorporation, State or Country Code | DE |
Entity File Number | 001-38832 |
Entity Tax Identification Number | 83-2540607 |
Entity Address, Address Line One | 520 Lake Cook Road |
Entity Address, Address Line Two | Suite 315 |
Entity Address, City or Town | Deerfield |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60015 |
City Area Code | 224 |
Local Phone Number | 303-4651 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | common stock, $0.001 par value |
Trading Symbol | SRGA |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 5,608 | $ 10,949 |
Accounts receivable - less allowances of $4,803 at December 31, 2019 and $1,865 at December 31, 2018 | 23,216 | 16,781 |
Inventories - net | 24,574 | 19,055 |
Prepaid and other current assets | 4,034 | 5,221 |
Current assets of discontinued operations | 138,382 | 123,107 |
Total current assets | 195,814 | 175,113 |
Non-current inventories - net | 6,637 | 0 |
Property, plant and equipment - net | 789 | 11,421 |
Deferred tax assets - net | 0 | 13,771 |
Goodwill | 0 | 4,414 |
Other intangible assets - net | 0 | 13,504 |
Other assets - net | 5,418 | 3,374 |
Non-current assets of discontinued operations | 135,851 | 138,588 |
Total assets | 344,509 | 360,185 |
Current Liabilities: | ||
Accounts payable | 10,236 | 7,555 |
Accrued expenses | 15,099 | 13,029 |
Accrued income taxes | 424 | 0 |
Current liabilities of discontinued operations | 214,629 | 36,408 |
Total current liabilities | 240,388 | 56,992 |
Deferred tax liability | ||
Acquisition contingencies | 1,130 | 4,986 |
Other long-term liabilities | 1,732 | 439 |
Noncurrent liabilities of discontinued operations | 285 | 50,011 |
Total liabilities | 243,535 | 112,428 |
Commitments and contingencies (Note 26) | ||
Preferred stock Series A, $.001 par value: 5,000,000 shares authorized; 50,000 shares issued and outstanding | 66,410 | 66,226 |
Stockholders' equity: | ||
Common stock, $.001 par value: 150,000,000 shares authorized; 75,213,515 and 63,469,185 shares issued and outstanding, respectively | 75 | 64 |
Additional paid-in capital | 498,438 | 433,143 |
Accumulated other comprehensive loss | (7,629) | (7,270) |
Accumulated deficit | (451,179) | (239,537) |
Less treasury stock, 1,285,224 and 1,221,180 shares, respectively, at cost | (5,141) | (4,869) |
Total stockholders' equity | 34,564 | 181,531 |
Total liabilities and stockholders' equity | $ 344,509 | $ 360,185 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 4,803 | $ 1,865 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 50,000 | 50,000 |
Preferred stock, shares outstanding | 50,000 | 50,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 75,213,515 | 75,213,515 |
Common stock, shares outstanding | 63,469,185 | 63,469,185 |
Treasury stock, shares | 1,285,224 | 1,221,180 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Revenues | $ 117,423 | $ 92,112 | $ 90,281 |
Costs of processing and distribution | 32,777 | 33,593 | 36,441 |
Gross profit | 84,646 | 58,519 | 53,840 |
Expenses: | |||
Marketing, general and administrative | 135,396 | 98,152 | 90,790 |
Research and development | 16,836 | 14,410 | 13,315 |
Severance and restructuring costs | 0 | 773 | 8,522 |
Gain on acquisition contingency | (76,033) | 0 | 0 |
Executive transition costs | 0 | 0 | 2,818 |
Asset impairment and abandonments | 97,341 | 5,070 | 442 |
Goodwill impairment | 140,003 | 0 | 0 |
Acquisition and integration expenses | 13,999 | 4,928 | 630 |
Total operating expenses | 327,542 | 123,333 | 116,517 |
Operating loss | (242,896) | (64,814) | (62,677) |
Other income (expense): | |||
Interest income | 161 | 35 | 8 |
Foreign exchange loss | (122) | (29) | 38 |
Total other (expense) income - net | 39 | 6 | 46 |
Loss before income tax (provision) benefit | (242,857) | (64,808) | (62,631) |
Income tax (provision) benefit | (5,921) | 15,159 | 18,227 |
Net loss from continuing operations | (248,778) | (49,649) | (44,404) |
Discontinued operations (Note 5) | |||
Income from operations of discontinued operations | 48,452 | 57,417 | 88,886 |
Income tax provision | (11,316) | (10,891) | (37,576) |
Net income from discontinued operations | 37,136 | 46,526 | 51,310 |
Net (loss) income | (211,642) | (3,123) | 6,906 |
Convertible preferred dividend | 0 | (2,120) | (3,723) |
Net income (loss) applicable to common shares | (211,642) | (5,243) | 3,183 |
Other comprehensive (loss) income: | |||
Unrealized foreign currency translation (loss) gain | (351) | (941) | 1,987 |
Comprehensive (loss) income | $ (211,993) | $ (6,184) | $ 5,170 |
Net loss from continuing operations per common share - basic | $ (3.55) | $ (0.85) | $ (0.83) |
Net income from discontinued operations per common share - basic | 0.53 | 0.76 | 0.89 |
Net (loss) income per common share - basic | (3.02) | (0.09) | 0.06 |
Net loss from continuing operations per common share - diluted | (3.55) | (0.85) | (0.81) |
Net income from discontinued operations per common share - diluted | 0.53 | 0.76 | 0.86 |
Net (loss) income per common share - diluted | $ (3.02) | $ (0.09) | $ 0.05 |
Weighted average shares outstanding - basic | 70,150,492 | 61,031,265 | 57,678,360 |
Weighted average shares outstanding - diluted | 70,150,492 | 61,031,265 | 59,078,141 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Treasury Stock [Member] |
Beginning Balance at Dec. 31, 2016 | $ 164,062 | $ 58 | $ 417,428 | $ (8,316) | $ (244,192) | $ (916) | ||
Net (loss) income | 6,906 | 6,906 | ||||||
Foreign currency translation adjustment | 1,987 | 1,987 | ||||||
Exercise of common stock options | 9,181 | 5 | 9,176 | |||||
Stock-based compensation | 6,762 | 6,762 | ||||||
Purchase of treasury stock | (3,474) | (3,474) | ||||||
Amortization of preferred stock series A issuance costs | (184) | (184) | ||||||
Preferred stock Series A dividend | (3,723) | (3,723) | ||||||
Ending Balance at Dec. 31, 2017 | 181,517 | $ 872 | 63 | 429,459 | (6,329) | (237,286) | $ 872 | (4,390) |
Net (loss) income | (3,123) | (3,123) | ||||||
Foreign currency translation adjustment | (941) | (941) | ||||||
Exercise of common stock options | 1,243 | 1 | 1,242 | |||||
Stock-based compensation | 4,745 | 4,745 | ||||||
Purchase of treasury stock | (479) | (479) | ||||||
Amortization of preferred stock series A issuance costs | (183) | (183) | ||||||
Preferred stock Series A dividend | (2,120) | (2,120) | ||||||
Ending Balance at Dec. 31, 2018 | 181,531 | 64 | 433,143 | (7,270) | (239,537) | (4,869) | ||
Net (loss) income | (9,351) | |||||||
Beginning Balance at Dec. 31, 2018 | 181,531 | 64 | 433,143 | (7,270) | (239,537) | (4,869) | ||
Beginning Balance at Dec. 31, 2018 | 181,531 | 64 | 433,143 | (7,270) | (239,537) | (4,869) | ||
Beginning Balance at Dec. 31, 2018 | 181,531 | 64 | 433,143 | (7,270) | (239,537) | (4,869) | ||
Net (loss) income | (211,642) | (211,642) | ||||||
Foreign currency translation adjustment | (359) | (359) | ||||||
Exercise of common stock options | 395 | 395 | ||||||
Equity instruments issued in connection with Paradigm Spine acquisition—net of fees | 60,730 | 11 | 60,719 | |||||
Stock-based compensation | 4,367 | 4,367 | ||||||
Purchase of treasury stock | (272) | (272) | ||||||
Amortization of preferred stock series A issuance costs | (186) | (186) | ||||||
Ending Balance at Dec. 31, 2019 | 34,564 | 75 | 498,438 | (7,629) | (451,179) | (5,141) | ||
Net (loss) income | 188 | |||||||
Net (loss) income | (5,138) | |||||||
Net (loss) income | (197,341) | |||||||
Ending Balance at Dec. 31, 2019 | $ 34,564 | $ 75 | $ 498,438 | $ (7,629) | $ (451,179) | $ (5,141) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (211,642) | $ (3,123) | $ 6,906 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization expense | 22,675 | 14,579 | 14,233 |
Provision for bad debts and product returns | 2,937 | 1,721 | 946 |
Provision for inventory write-downs | 8,493 | 15,122 | 5,066 |
Revenue recognized due to change in deferred revenue | (4,906) | (4,958) | (4,744) |
Deferred income tax provision (benefit) | 17,066 | (4,692) | 13,573 |
Stock-based compensation | 4,367 | 4,745 | 6,660 |
Asset impairment and abandonments | 97,341 | 5,070 | 4,034 |
Cardiothoracic closure business divestiture contingency consideration | (3,000) | (34,090) | |
Goodwill impairment | 140,003 | 0 | 0 |
Gain on acquisition contingency | (76,033) | 0 | 0 |
Paid in kind interest expense | 4,408 | ||
Other | 1,673 | 1,330 | 2,392 |
Change in assets and liabilities: | |||
Accounts receivable | (9,013) | (10,829) | 5,116 |
Inventories | (14,219) | (11,957) | 1,610 |
Accounts payable | (974) | 8,035 | (12,936) |
Accrued expenses | 4,489 | (827) | 5,667 |
Deferred revenue | 2,000 | 2,000 | 2,000 |
Other operating assets and liabilities | 1,879 | 4,036 | (10,645) |
Net cash (used in) provided by operating activities | (9,456) | 17,252 | 5,788 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (14,426) | (11,042) | (12,301) |
Patent and acquired intangible asset costs | (2,007) | (3,695) | (2,266) |
Proceeds from sale of building | 1,818 | ||
Cardiothoracic closure business divestiture | 3,000 | 51,000 | |
Net cash (used in) provided by investing activities | (116,125) | (32,737) | 38,251 |
Cash flows from financing activities: | |||
Proceeds from exercise of common stock options | 395 | 2,356 | 5,060 |
Proceeds from long-term obligations | 121,500 | 74,425 | 6,000 |
Payments of debt issuance costs | (826) | ||
Payments on long-term obligations | (500) | (71,171) | (43,000) |
Payments for treasury stock | (273) | (478) | (3,474) |
Other financing activities | (1,039) | (317) | |
Net cash provided by (used in) financing activities | 120,296 | 4,093 | (35,731) |
Effect of exchange rate changes on cash and cash equivalents | (56) | (40) | 224 |
Net (decrease) increase in cash and cash equivalents | (5,341) | (11,432) | 8,532 |
Cash and cash equivalents, beginning of period | 10,949 | 22,381 | 13,849 |
Cash and cash equivalents, end of period | 5,608 | 10,949 | 22,381 |
Supplemental cash flow disclosure: | |||
Cash paid for interest | 7,121 | 3,047 | 3,023 |
Cash paid for income taxes, net of refunds | (1,994) | (6,403) | 12,142 |
Non-cash acquisition of property, plant and equipment | 1,468 | 1,217 | 593 |
Receivable for executive stock option exercise | 1,234 | ||
Stock-based compensation related to sale of CT business | 102 | ||
Increase in accrual for dividend payable | 2,120 | $ 3,723 | |
Zyga Technology Inc [Member] | |||
Cash flows from investing activities: | |||
Payments to acquire businesses | (3,000) | $ (21,000) | |
Paradigm Spine [Member] | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Provision for inventory write-downs | 513 | ||
Gain on acquisition contingency | (72,177) | ||
Cash flows from investing activities: | |||
Payments to acquire businesses | $ (99,692) |
Business
Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Business | 1. Business Surgalign Holdings Inc. (formerly known as RTI Surgical Holdings, Inc. (“RTI”)) and its subsidiaries (“Surgalign” or the “Company”), is a global medical technology company advancing the science of spine care, focused on delivering innovative solutions that drive superior clinical and economic outcomes. Surgalign is building off a legacy of high quality and differentiated products and continues to invest in clinically validated innovation to deliver better surgical outcomes and improve patients’ lives. Surgalign markets products throughout the United States, and in more than countries worldwide through an expanding network of top independent distributors. Surgalign, a member of Advanced Medical Technology Association (“AdvaMed”), is headquartered in Deerfield, Illinois, with commercial, innovation and design centers in Marquette Michigan and Wurmlingen, Germany. On July 20, 2020, pursuant to the Equity Purchase Agreement, dated as of January 13, 2020 (as amended from time to time, the “ OEM Purchase Agreement”), by and between the Company and Ardi Bidco Ltd. (the “Buyer”), the Company sold its original equipment manufacturing business and business related to processing donated human musculoskeletal and other tissue and bovine and porcine animal tissue in producing allograft and xenograft implants using BIOCLEANSE ® ® ® OEM Purchase Agreement, the Company sold to the Buyer and its affiliates all of the issued and outstanding shares of RTI OEM, LLC (which, prior to the Transactions, was converted to a corporation and changed its name to “RTI Surgical, Inc.”), RTI Surgical, LLC (which, prior to the Transactions, was converted to a corporation and changed its name to “Pioneer Surgical Technology, Inc.”), Tutogen Medical (United States), Inc. and Tutogen Medical GmbH. The Transactions were previously described in the Proxy Statement filed by the Company with the SEC on June 18, 2020. Subsequent to the Transactions, the Company changed its name to Surgalign Holdings, Inc, operating as Surgalign Spine Technologies. Where obvious and appropriate from the context, references herein to Surgalign or the Company refer to the Company including the disposed OEM Businesses. Prior to the sale of the OEM Businesses, the Company operated two reportable segments: Spine and OEM. Subsequent to the sale of the OEM Businesses, the Company operates one reportable segment : Spine . Going Concern The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that we will continue in operation one year after the date these financial statements are issued, and we will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. As of December 31, 2019, we had cash of $5,608, working capital of $31,673 and an accumulated deficit of $451,179. We had a loss from operations of $242,896 and a net loss from continuing operations of The Company is currently projecting that it will not be able to maintain compliance with its financial covenants (fixed charge coverage ratio and leverage ratio) for the quarter ended June 30, 2020, as well as in future periods, in relation to both the JPM Facility and Ares Term Loan agreements. This would constitute an event of default for which the Company’s lenders could demand repayment of these obligations at any time. Should the sale of the OEM Businesses, as discussed in Note 29, Subsequent Events, not be consummated, the Company will continue to attempt to raise additional debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company’s needs. The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic. If cash resources are insufficient to satisfy the Company’s ongoing cash requirements, the Company will be required to scale back or discontinue its operations entirely. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. In view of the matters described above, management has concluded that substantial doubt exists with respect to the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The recoverability of a major portion of the recorded asset amounts shown in the Company’s accompanying consolidated balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its funding requirements on a continuous basis, to maintain existing financing and to succeed in its future operations. The Company’s financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation RTIDS is a taxable not-for-profit TMI and RTIDS have been recast into discontinued operations, as these entities were sold in the sale of the OEM Businesses . Use of Estimates Foreign Currency Translation Fair Value of Financial Instruments statements Cash and Cash Equivalents Accounts Receivable Allowances Inventories d first-in, first-out Inventory is evaluated for obsolescence and excess quantities by analyzing inventory levels, historical loss trends, expected product lives, product at risk of expiration, sales levels by product and projections of future sales. Property, Plant and Equipment Depreciation is computed on the straight-line method over the following estimated useful lives of the assets: Buildings 25 to 40 years Building improvements and leasehold improvements 8 to 40 years Processing equipment 7 to 10 years Office equipment, furniture and fixtures 5 to 7 years Computer hardware and software 3 to 7 years Surgical instruments 3 to 5 years Debt Issuance Costs— Long-Lived Assets asset impaired. The fair value is estimated based on expected discounted future cash flows. The results of impairment tests are subject to management’s estimates and assumptions of projected cash flows and operating results. Changes in assumptions or market conditions could result in a change in estimated future cash flows and the likelihood of materially different reported results Goodwill —Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets (“ASC 350”) requires companies to test goodwill for impairment on an annual basis at the reporting unit level (or an interim basis if an event occurs that might reduce the fair value of a reporting unit below its carrying value). The annual impairment test is performed at each year- end unless indicators of impairment are present and require more frequent testing. In December 2019, we changed our reporting structure, as we adopted new segment reporting, which we concluded resulted in reporting units, Global Spine (“Spine”) and Global OEM (“OEM”). With the change in reporting units we performed the annual impairment test prior to the change, on our previous reporting unit, and then performed the annual impairment test after the change on the two reporting units. Subsequent to the sale of the OEM Businesses , we have one reporting unit : Spine . Goodwill is tested for impairment by comparing the fair value of the reporting unit to its carrying amount, including goodwill. Prior to 2019, in concluding as to fair value of the reporting unit for purposes of testing goodwill, an income approach and a market approach were utilized. The conclusion from these two approaches were weighted equally and then adjusted to incorporate a control premium or acquisition premium that reflects the additional amount a buyer is willing to pay for elements of control and for a premium that reflects the buyer’s perception of its ability to add value through synergies. In 2019, since the cash flows were negative over the forecast period for the Spine reporting unit, a cost approach was used to determine the fair value of the Spine reporting unit. For the OEM reporting unit, we weighted the income approach 75% and the market approach 25%. We have chosen the weightings because the income approach more fully captures the company specific factors that would not be directly captured in the market approach, as there are no pure publicly traded comparable companies. The income approach employs a discounted cash flow model that considers: 1) assumptions that marketplace participants would use in their estimates of fair value, including the cash flow period, terminal values based on a terminal growth rate and the discount rate; 2) current period actual results; and 3) projected results for future periods that have been prepared and approved by senior management of the Company. The market approach employs market multiples from guideline public companies operating in our industry. Estimates of fair value are derived by applying multiples based on revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) adjusted for size and performance metrics relative to peer companies. The cost approach considers the replacement cost adjusted for certain factors. Certain balance sheet items were adjusted to fair value before being utilized in estimating the value of the reporting unit under the cost approach, including inventory, property, plant and equipment, right of use assets, and other intangible assets. All three approaches used in the analysis have a degree of uncertainty. Potential events or changes in circumstances which could impact the key assumptions used in our goodwill impairment evaluation are as follows: • Change in peer group or performance of peer group companies • Change in the Company’s markets and estimates of future operating performance • Change in the Company’s estimated market cost of capital • Change in implied control premiums related to acquisitions in the medical device industry Other Intangible Assets As of December 31, 2019, the Company concluded, through the ASC 360 , Property, Plant and Equipment valuation testing, that factors existed indicating that finite-lived intangible assets were impaired. The factors included a change made to the internal organization of the Company in the fourth quarter of 2019. The organizational change resulted in the creation of a new Spine asset group. Prior to the fourth quarter of 2019, the Spine asset group did not exist as the related assets were included in another asset group as it had interdependencies among the utilization of the assets within the group, and therefore, there were no discrete cash flows. The asset group representing the Spine asset group could not support the carrying amount of the finite-lived intangible assets, because the Spine asset group no longer has the benefit of shared resources and cashflows generated by the former asset group that it was previously included in. Thus, we tested the $85,096 carrying amount of intangible assets in the Spine asset group for impairment on December 31, 2019. As a result, for the year ended December 31, 2019, we recorded an impairment charge for all of the finite-lived intangible assets within Spine asset group, totaling $85,096. Subsequent to the sale of the OEM Businesses , we have one asset group : Spine . Revenue Recognition The Company permits returns of implants in accordance with the terms of contractual agreements with customers if the implant is returned in a timely manner, in unopened packaging, and from the normal channels of distribution. Allowances for returns are provided based upon analysis of the Company’s historical patterns of returns matched against the revenues from which they originated. The Company records estimated implant returns, discounts, rebates and other distribution incentives as a reduction of revenue in the same period revenue is recognized. Estimates of implant returns are recorded for anticipated implant returns based on historical distributions and returns information. Estimates of discounts, rebates and other distribution incentives are recorded based on contractual terms, historical experience and trend analysis. Other revenues, which are predominantly in the discontinued operations, consist of service processing, tissue recovery fees, biomedical laboratory fees, shipping fees, distribution of reproductions of our allografts to distributors for demonstration purposes and restocking fees which is included in revenues. Stock-Based Compensation Plans accordance Accounting for Stock Compensation pre-vesting Research and Development Costs Income Taxes year-end Treasury Stock Earnings Per Share earnings computed using weighted common during incremental shares issuable upon the assumed exercise reconciliation Year Ended December 31, 2019 2018 2017 Weighted average basic shares 70,150,492 61,031,265 57,678,360 Effect of dilutive securities: Stock options — — 915,664 RSA and RSU — — 484,117 Weighted average diluted shares 70,150,492 61,031,265 59,078,141 Options to purchase 4,536,461 shares of common dilutive Options to purchase 4,275,744 shares of common stock at prices ranging from $2.69 to $5.23 per share which were outstanding as of December 31, 2018, were not included in the computation of diluted EPS because Options to purchase 4,662,037 shares of common stock at prices ranging from $2.69 to $8.20 per share which were outstanding as of December 31, 2017, were included in the computation of diluted EPS because dilutive shares are factored into the calculation of EPS when income applicable to common shares is reported. For the years ended December 31, 2019, and 2018, 50,000 shares of convertible preferred stock or 15,152,761 of converted common stock and accrued but unpaid dividends were anti-dilutive on an as - if income |
Recently Issued and Adopted Acc
Recently Issued and Adopted Accounting Standards | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Changes And Error Corrections [Abstract] | |
Recently Issued and Adopted Accounting Standards | 3. Recently Issued and Adopted Accounting Standards Financial Instruments No. 2019-05 Financial Instruments—Credit Losses (Topic 326) 2016-13 825-10, instrument-by-instrument 326-20, held-to-maturity 2019-05 2016-13 In April 2019, the FASB issued ASU No. 2019-04 Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments 2016-01 Financial Instruments—Overall (Subtopic 825-10): 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, 2017-12 Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, 2016-13 2016-13 2019-04. 2017-12 2016-01 financial statements. I n No. 2016-13, Financial Instruments—Credit Losses . ASU 2016-13 estimating held-to-maturity debt securities, and net investments in direct financing leases, amongst other financial instruments. ASU 2016-13 also modifies the impairment model for available-for-sale debt securities and expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for losses. ASU 2016-13 is effective for periods beginning after December 15, 2019. Retrospective adjustments shall be applied through a cumulative-effect adjustment to retained earnings. The Company does not expect the adoption to have a material impact on the consolidated financial statements. Fair Value Measurement 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” 2018-13 2018-13 Leases 2016-02, Leases 2016-02 right-of-use 12 months Effective January 1, 2019, the Company adopted Topic 842 using the optional transition method which allowed us to continue to apply Topic 840 in the comparative periods presented. In addition, the Company elected the package of practical expedients, which allowed us to not reassess whether any existing contracts contain a lease, to not reassess historical lease classification as operating or finance leases, and to not reassess initial direct costs. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. The Company has also elected the practical expedient allowing us to not separate the lease and non-lease , of which, $783 and $783 are included in discontinued operations, respectively, Revenue from Contracts with Customers . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 4. Leases The Company’s leases are classified as operating leases and includes office space, automobiles, and copiers. The Company does no The option to extend or terminate is only included in the lease term if the Company is reasonably certain of exercising that option. assets-net non-current A subset of the Company’s automobile and copier leases contain variable payments. The variable lease payments for such automobile leases are based on actual mileage incurred at the standard contractual rate. The variable lease payments for such copier leases are based on actual copies incurred at the standard contractual rate. The variable lease costs for all leases are immaterial. The components of operating lease expense were as follows: For the Year Ended Operating lease cost $ 1,108 Short-term operating lease cost 36 Total operating lease cost 1,144 Supplemental cash flow information related to operating leases was as follows: For the Year Ended Cash paid for amounts included in the measurement of lease liabilities $ 1,007 ROU assets obtained in exchange for lease obligations 103 Supplemental balance sheet information related to operating leases was as follows: Balance Sheet Classification Balance at Assets: Right-of-use Other assets - net $ 1,903 Liabilities: Current Accrued expenses $ 967 Noncurrent Other long-term liabilities 1,487 Total operating lease liabilities $ 2,454 As of December 31, 2019, the weighted-average remaining lease term was 5.4 based lease commencement in order to discount lease payments to present value. The weighted-average discount rate of the Company’s operating leases was %, as of December 31, 2019. Based on the income approach, including consideration of present value of market-based rent payments for the applicable properties of the Spine segment leases, the Company recorded a write down of $ related to a right of use assets. Maturities of operating lease liabilities were as follows: Maturity of Operating Lease Liabilities Balance at 2020 $ 1,064 2021 509 2022 216 2023 160 2024 159 2025 and beyond 716 Total future minimum lease payments 2,824 Less imputed interest (370 ) Total operating lease liabilities $ 2,454 As previously disclosed in our 2018 Annual Report on Form 10-K/A, Maturity of Operating Lease Liabilities Balance at 2019 $ 523 2020 394 2021 277 2022 162 2023 166 2024 and beyond 882 Total future minimum lease payments $ 2,404 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 5. Discontinued Operations In connection with the Transactions, on July 20, 2020, the Company completed the disposition of its OEM Businesses. Accordingly, the OEM Businesses are reported as discontinued operations in accordance with ASC 205-20, Discontinued Operations 205-20”). OEM Businesses as discontinued operations in the Consolidated Statements of Comprehensive (Loss) Income. Applicable amounts in the prior year have been recast to conform to this discontinued operations presentation. The following table presents the assets and liabilities of the discontinued operations: December 31, 2019 2018 Carrying amounts of the major classes of assets included in discontinued operations: Accounts receivable - net $ 36,072 $ 31,315 Inventories - net 99,575 88,600 Prepaid and other current assets 2,735 3,192 Total current assets 138,382 123,107 Property, plant and equipment - net 69,102 66,533 Deferred tax assets - net — 3,989 Goodwill 55,384 55,384 Other intangible assets - net 10,492 12,053 Other assets - net 873 629 Total noncurrent assets 135,851 138,588 Total assets of discontinued operations $ 274,233 $ 261,695 Carrying amounts of the major classes of liabilities included in discontinued operations: Accounts payable $ 19,890 $ 18,664 Accrued expenses 17,814 12,836 Current portion of deferred revenue 2,748 4,908 Current portion of long-term obligations 174,177 — Total current liabilities 214,629 36,408 Long-term obligations - less current portion — 49,073 Other long-term liabilities 285 194 Deferred revenue — 744 Total noncurrent liabilities 285 50,011 Total liabilities of discontinued operations $ 214,914 $ 86,419 The current portion of the long-term obligations relates to the 2018 Credit Agreement and 2019 Credit Agreement. In accordance with the terms and conditions in the OEM Purchase $ million revolving credit facility under the 2018 Credit Agreement, (ii) terminated the 2018 Credit Agreement, (iii) paid in full its $ million term loan and $ million incremental term loan commitment under the 2019 Credit Agreement, and (iv) terminated the 2019 Credit Agreement. The related obligations as of December 31, 2019 and 2018 , , as noted in Note 18. The following table presents the financial results of the discontinued operations: Year Ended December 31, 2019 2018 2017 Major classes of line items constituting net income from discontinued operations: Revenues $ 190,961 $ 188,250 $ 190,068 Costs of processing and distribution 104,482 107,126 100,836 Gross profit 86,479 81,124 89,232 Expenses: Marketing, general and administrative 22,279 21,572 24,219 Severance and restructuring costs 2,035 3,494 Asset impairment and abandonments — — 3,592 Acquisition and integration expenses 3,160 15 — Cardiothoracic closure business divestiture contingency consideration — (3,000 ) — Gain on cardiothoracic closure business divestiture — — (34,090 ) Total operating expenses (income) 25,439 20,622 (2,785 ) Operating income 61,040 60,502 92,017 Other (expense) income: Interest expense (12,571 ) (2,771 ) (3,180 ) Loss on extinguishment of debt — (309 ) — Foreign exchange (loss) gain (17 ) (5 ) 49 Total other expense - (12,588 ) (3,085 ) (3,131 ) Income from operations of discontinued operations 48,452 57,417 88,886 Income tax provision (11,316 ) (10,891 ) (37,576 ) Net income from discontinued operations $ 37,136 $ 46,526 $ 51,310 In accordance with ASC 205-20, Pursuant to the OEM Purchase Agreement, the Company and the Buyer have also entered into a Transition Services Agreement, through which the disposed OEM Businesses will provide to the Company transitional services related to IT support, customer and vendor management, procurement and other services for periods ranging from 3 to 12 months after the disposal. The Company applied the “Intraperiod Tax Allocation” rules under ASC 740, Income Taxes Total operating and investing cash flows of discontinued operations for the years ended December 31, 2019, 2018 and 2017 are comprised of the following, which exclude the effect of income taxes: Year Ended December 31, 2019 2018 2017 Significant operating non-cash Depreciation and amortization expense $ 4,466 $ 5,120 $ 5,770 Provision for bad debts and product returns $ 101 $ 857 $ 676 Provision for inventory write-downs $ 6,340 $ 7,142 $ 4,155 Revenue recognized due to change in deferred revenue $ (4,906 ) $ (4,958 ) $ (4,744 ) Deferred income tax (benefit) provision $ (3,989 ) $ 3,682 $ 307 Stock-based compensation $ 540 $ 374 $ 154 Paid in kind interest expense $ 4,408 $ — $ — Cardiothoracic closure business divestiture contingency consideration $ — $ (3,000 ) $ (34,090 ) Significant investing items: Purchases of property, plant and equipment $ (6,866 ) $ (6,200 ) $ (6,161 ) Patent and acquired intangible asset costs $ (578 ) $ (1,028 ) $ (215 ) Proceeds from cardiothoracic closure business divestiture $ — $ 3,000 $ 51,000 Immaterial restatement of earnings per share (EPS) |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue from Contracts with Customers | 6. Revenue from Contracts with Customers The following table presents revenues by geographical region for the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 December 31, 2018 December 31, 2017 Revenues: Domestic $ 97,703 $ 78,580 $ 77,590 International 19,720 13,532 12,691 Total revenues from contracts with customers $ 117,423 $ 92,112 $ 90,281 The Company’s performance obligations consist mainly of transferring control of implants identified in the contracts. Some of the Company’s contracts offer assurance-type warranties in connection with the sale of a product to a customer. Assurance-type warranties provide a customer with assurance that the related product will function as the parties intended because it complies with agreed-upon specifications. Such warranties do not represent a separate performance obligation and are not material to the consolidated financial statements. |
Acquisition of Paradigm Spine,
Acquisition of Paradigm Spine, LLC | 12 Months Ended |
Dec. 31, 2019 | |
Paradigm Spine [Member] | |
Acquisition | 7. Acquisition of Paradigm Spine, LLC On March 8, 2019, pursuant to the Master Transaction Agreement (the “Master Transaction Agreement”), dated as of November 1, 2018, by and among Legacy RTI, PS Spine Holdco, LLC, a Delaware limited liability company (“PS Spine”), the Company, and Bears Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Merger Sub”), the Company acquired all of the outstanding equity interests of Paradigm, through a transaction in which: (i) PS Spine contributed all of the issued and outstanding equity interests in Paradigm to the Company (the “Contribution”); (ii) Merger Sub merged with and into Legacy RTI (the “Merger”), with Legacy RTI surviving as a wholly owned direct subsidiary of the Company; and (iii) the Company was renamed “RTI Surgical Holdings, Inc.” (collectively, the “Transaction”). Legacy RTI retained its existing name “RTI Surgical, Inc.” Pursuant to the Master Transaction Agreement: (i) each share of common stock, par value $0.001 per share, of Legacy RTI issued and outstanding immediately prior to the Transaction (other than shares held by Legacy RTI as treasury shares or by the Company or Merger Sub immediately prior to the Transaction, which were automatically cancelled and ceased to exist) was converted automatically into one fully paid and non-assessable non-assessable The consideration for the Contribution was $100,000 (the “Cash Consideration Amount”) in cash and 10,729,614 shares of Company common stock (the “Stock Consideration Amount”). The Cash Consideration Amount was adjusted lower by Paradigm’s working capital of $7,000. In addition to the Cash Consideration Amount and the Stock Consideration Amount, the Company may be required to make further cash payments or issue additional shares of Company common stock to PS Spine in an amount up to $50,000 of shares of Company common stock to be valued based upon the Legacy RTI Price and an additional $100,000 of cash and/or Company common stock to be valued at the time of issuance, in each case, if certain revenue targets are achieved between closing, March 8, 2019, and December 31, 2022. The Company estimates the fair value of the contingent liability at acquisition date related to the revenue based earnout to be $72,177 utilizing a Monte-Carlo simulation model. A Monte-Carlo simulation is an analytical method used to estimate fair value by performing a large number of simulations or trial runs and thereby determining a value based on the possible outcomes. Accounted for as a liability to be revalued at each reporting period, the fair value of the contingent liability was measured using Level 3 inputs, which includes weighted average cost of capital and projected revenues and costs. Acquisition and integration related costs, specific to Paradigm, were approximately $15,537, of which approximately $4,143 was incurred during 2018, $11,394 (which includes integration costs of business development expenses of $462 and severance expense of $896) was incurred for the year ended December 31, 2019 and is reflected separately in the accompanying consolidated statements of comprehensive gain (loss). The Company has accounted for the acquisition of Paradigm under ASC 805, Business Combinations The purchase price was comprised as follows: Cash proceeds from second lien credit agreement $ 100,000 Fair market value of securities issued 60,730 Fair market value of contingent earnout 72,177 Total purchase price $ 232,907 In the first quarter of 2019, the Company completed its valuations and purchase price allocations. The table below represents the final allocation of the total purchase price to Paradigm’s tangible and intangible assets and liabilities fair values as of March 8, 2019. Balance at Cash $ 307 Accounts receivable 5,220 Inventories 17,647 Other current assets 934 Property, plant and equipment 379 Other non-current 1,079 Current liabilities (6,169 ) Lease liabilities (1,079 ) Net tangible assets acquired 18,318 Other intangible assets 79,000 Goodwill 135,589 Total net assets acquired $ 232,907 As of March 8, 2019, the inventory fair value was composed of current inventory of $7,122 and non-current Total net assets acquired as of March 8, 2019, were included in the Company’s only operating segment at that time. Fair values are based on management’s estimates and assumptions including variations of the income approach, the cost approach and the market approach. The Company believes that the acquisition of Paradigm, a spine focused business, offers the potential for substantial strategic and financial benefits. The transaction further advances the Company’s strategic transformation focused on reducing complexity, driving operational excellence and accelerating growth. The Company believes the acquisition will enhance stockholder value through, among other things, enabling the Company to capitalize on the following strategic advantages and opportunities: • Paradigm will strengthen the Company’s spine portfolio with the addition of the coflex ® ® ® PMA-approved • Coflex ® PMA-approved These potential benefits resulted in the Company paying a premium for Paradigm resulting in the recognition of $135,589 of goodwill. The following unaudited pro forma information shows the results of the Paradigm’s operations as though the acquisition had occurred as of the beginning of the prior comparable period, January 1, 2018: For the Year Ended 2019 2018 Revenues $ 37,374 $ 40,810 Net loss (16,547 ) (42,550 ) The pro forma results have been prepared |
Acquisition of Zyga Technology,
Acquisition of Zyga Technology, Inc | 12 Months Ended |
Dec. 31, 2019 | |
Zyga Technology Inc [Member] | |
Acquisition | 8. Acquisition of Zyga Technology, Inc. On January 4, 2018, the Company acquired Zyga Technology, Inc. (“Zyga”), a spine-focused medical device company that develops and produces innovative minimally invasive devices to treat underserved conditions of the lumbar spine. Zyga’s primary product is the SImmetry ® The Company has accounted for the acquisition of Zyga under ASC 805. Zyga’s results of operations are included in the consolidated financial statements beginning after January 4, 2018, the acquisition date. The purchase price was financed as follows: Cash proceeds from revolving credit facility $ 18,000 Cash from RTI Surgical 3,000 Total purchase price $ 21,000 In the fourth quarter of 2018, the Company completed its valuation of the purchase price allocation. The table below represents the final allocation of the total consideration to Zyga’s tangible and intangible assets and liabilities fair values as of January 4, 2018. Including acquisition contingencies, the total consideration for the Zyga acquisition was $25,986. Inventories $ 1,099 Accounts receivable 573 Other current assets 53 Property, plant and equipment 151 Other assets 26 Deferred tax assets 4,715 Current liabilities (947 ) Acquisition contingencies (4,986 ) Net tangible assets acquired 684 Other intangible assets 6,760 Goodwill 13,556 Total net assets acquired $ 21,000 Total net assets acquired as of January 4, 2018, are all part of the Company’s only operating segment and reporting unit. Fair values are based on management’s estimates and assumptions including variations of the income approach, the cost approach and the market approach. Other intangible assets include patents of $ with a useful life of years, trademarks of $ with a useful life of year and selling and marketing relationships of $ with a useful life of years. The Company believes that the acquisition of Zyga has offered and continues to offer the potential for substantial strategic and financial benefits. The transaction further advances our strategic transformation focused on reducing complexity, driving operational excellence and accelerating growth. The Company believes the acquisition will enhance stockholder value through, among other things, enabling the Company to capitalize on the following strategic advantages and opportunities: • Zyga’s innovative minimally invasive treatment should accentuate our spine portfolio and opens significant opportunities to accelerate our Spine-focused expansion strategy. • Zyga should leverage the core competencies of our Spine franchise by pursuing niche differentiated products, to gain scale and customer retention and support portfolio pull-through. These potential benefits resulted in the Company paying a premium for Zyga resulting in the recognition of $13,556 of goodwill assigned to the Company’s only operating segment and reporting unit. For tax purposes, none of the goodwill is deductible. The following unaudited pro forma information shows the results of the Zyga’s operations as though the acquisition had occurred as of the beginning of the prior comparable period, January 1, 2018. For the Year Ended Revenues $ 4,809 Net loss (2,640 ) The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the acquisition taken place as of the beginning of the periods presented, or the results that may occur in the future. |
Cardiothoracic Closure Business
Cardiothoracic Closure Business Divestiture | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Cardiothoracic Closure Business Divestiture | 9. Cardiothoracic Closure Business Divestiture The Company completed the sale of substantially all of the assets related to its Cardiothoracic closure business (the “CT Business”) to A&E Advanced Closure Systems, LLC (a subsidiary of A&E Medical Corporation) (“A&E”) pursuant to an Asset Purchase Agreement between the Company and A&E, dated August 3, 2017 (the “Asset Purchase Agreement”). The CT Business was part of the OEM Businesses, and accordingly is presented in discontinued operations. The total cash consideration received by the Company under the Asset Purchase Agreement was composed of $54,000, $3,000 of which was held in escrow (the “Escrow Amount”) to satisfy possible indemnification obligations, of which there were none. As such, the Company earned and received the $3,000 cash consideration in the third quarter of 2018. An additional $5,000 in contingent cash consideration is earned if A&E reaches certain revenue milestones (the “Contingent Consideration”). The Company also earned and received an additional $1,000 in consideration for successfully obtaining certain U.S. Food and Drug Administration (“FDA”) regulatory clearance. As a part of the transaction, the Company also entered into a multi-year Contract Manufacturing Agreement with A&E (the “Contract Manufacturing Agreement”). Under the Contract Manufacturing Agreement, the Company agreed to continue to support the CT Business by manufacturing existing products and engineering, developing, and manufacturing potential future products for A&E. The Company elected to account for the Contingent Consideration arrangement including the Escrow Amount, as a gain contingency in accordance with ASC 450 , Contingencies (“ASC 450”). As such, the Contingent Consideration and Escrow Amount were excluded in measuring the fair value of the consideration to be received in connection with the transaction. The calculation of the gain on the CT Business divestiture is as follows and is included in discontinued operations: Proceeds from cardiothoracic closure business divestiture $ 51,000 Inventories—net (2,893 ) Property, plant and equipment—net (1,299 ) Goodwill (8,645 ) Other intangible assets—net (280 ) Cardiothoracic closure business divestiture expenses (3,793 ) Gain on cardiothoracic closure business divestiture $ 34,090 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation The Company’s policy is to grant stock options at an exercise price equal to 100% of the market value of a share of common stock at closing on the date of the grant. The Company’s stock options generally have five ten one five one three 2018 Incentive Compensation Plan On April 30, 2018, the Company’s stockholders approved and adopted the 2018 Incentive Compensation Plan (the “2018 Plan”). The 2018 Plan provides for the grant of incentive and nonqualified stock options, restricted stock, and restricted stock units to key employees, including officers and directors of the Company. The 2018 Plan allows for up to 5,726,035 shares of common stock to be issued with respect to awards granted. Stock Options As of December 31, 2019, there was $1,431 of total unrecognized stock-based compensation expense related to nonvested stock options. That expense is expected to be recognized over a weighted-average period of 3.00 years. Stock options outstanding, exercisable and available for grant at December 31, 2019, are summarized as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2019 4,275,744 $ 3.76 Granted 584,297 3.85 Exercised (118,500 ) 3.34 Forfeited or expired (205,080 ) 4.46 Outstanding at December 31, 2019 4,536,461 $ 3.75 4.01 $ 124 Vested or expected to vest at December 31, 2019 4,301,432 $ 3.73 3.81 $ 97 Exercisable at December 31, 2019 1,085,814 $ 4.10 2.68 $ 3 Available for grant at December 31, 2019 4,186,650 The aggregate intrinsic value in the table above represents the total pre-tax Other information concerning stock options are as follows: For the Year Ended 2019 2018 2017 Weighted average fair value of stock options granted $ 1.56 $ 2.05 $ 1.66 Aggregate intrinsic value of stock options exercised 161 349 2,786 The aggregate intrinsic value of stock options exercised in a period represents the pre-tax The following weighted-average assumptions were used to determine the fair value of stock options under ASC 718: Year Ended December 31, 2019 2018 2017 Expected term (years) 6.50 6.50 6.50 Risk free interest rate 2.54 % 2.75 % 2.26 % Volatility factor 37.73 % 43.74 % 47.39 % Dividend yield — — — Restricted Stock Awards The value of restricted stock awards is determined by the market value of the Company’s non-employee there was $2,357 of total unrecognized stock-based compensation expense related to unvested restricted stock awards. That expense is expected to be recognized on a straight-line basis over a weighted-average period of 1.59 years Number of Weighted Grant Date Unvested at January 1, 2019 1,032,715 $ 4.32 792,803 4.38 (516,491 ) 4.27 Forfeited (81,169 ) 4.86 Unvested at December 31, 2019 1,227,858 $ 4.34 Restricted Stock Units The value of restricted stock units is determined by the market value of the Company’s common stock at the date of grant 2.00 years of December 31, 2019: Number Weighted Unvested at January 1, 2019 — $ — Granted 226,352 7.41 Vested — — Forfeited (41,770 ) 7.41 Unvested at December 31, 2019 184,582 $ 7.41 For the years ended December 31, 2019, 2018 and 2017, the Company recognized stock-based compensation as follows: Year Ended December 31, 2019 2018 2017 Stock-based compensation: Costs of processing and distribution $ 144 $ 132 $ 132 Marketing, general and administrative 3,623 4,179 6,432 Research and development 60 60 44 Total $ 3,827 $ 4,371 $ 6,608 Inducement Grant President and Chief Executive Officer On January 26, 2017, the Company issued an inducement grant to its President and Chief Executive Officer, Mr. Camille Farhat. This grant was in the form of: (1) a restricted stock award agreement (the “Restricted Stock Agreement #1”); (2) another restricted stock award agreement (the “Restricted Stock Agreement #2”); and (3) a stock option agreement. Under the Restricted Stock Agreement #1, the Company granted Mr. Farhat 850,000 shares of restricted common stock. On December 4, 2017, the Company and Mr. Farhat entered into the First Amendment to the Restricted Stock Agreement #1 (the “Amendment”). The Amendment revised the vesting conditions for the Company’s common stock (the “Common Stock”), granted under the Restricted Stock Agreement #1. Under the Restricted Stock Agreement #2, the Company granted Mr. Farhat 150,000 shares of restricted common stock. All of the shares granted to Mr. Farhat under the Restricted Stock Agreement #1, as amended, and the Restricted Stock Agreement #2 have fully vested. Under the Option Agreement, the Company granted Mr. Farhat the option to purchase 1,950,000 shares of common stock. The exercise price for the stock options is $3.20. The stock options will expire on January 26, 2022. The stock options will vest based on the Company’s attainment of three average stock price benchmarks. The first 650,000 shares will vest if the Chief Financial and Administrative Officer On September 18, 2017, the Company issued an inducement grant to its Chief Financial and Administrative Officer, Mr. Jonathon Singer. This grant was in the form of: (1) a restricted stock award agreement (the “Restricted Stock Agreement”); and (2) a stock option agreement. This inducement grant was made under the RTI Surgical, Inc. 2015 Incentive Compensation Plan, which was filed with the SEC on May 5, 2015. Under the Restricted Stock Agreement, the Company granted Mr. Singer 109,890 shares of restricted stock. All of the shares granted to Mr. Singer under the Restricted Stock Agreement have fully vested. Under the Option Agreement, the Company granted Mr. Singer the option to purchase 306,900 shares of common stock, as of the grant date. The exercise price for the stock options is $4.55 per share. The stock options will expire on September 18, 2027. The stock options will vest based the Company’s attainment of three average stock price benchmarks. The first 102,300 shares will vest if the Company’s average publicly traded stock price is over $7.00 per share for a sixty-consecutive calendar day period. The next 102,300 shares will vest if theCompany’s average publicly traded stock price is over $8.00 per share for a sixty-consecutive calendar day period. The final 102,300 shares will vest if the Company’s average publicly traded stock price is over $9.00 per share for a sixty-consecutive calendar day period. The vesting of the stock options is cumulative. President, Global Spine On November 29, 2019, the Company issued an inducement grant to its President of Global Spine, Mr. Terry Rich. This grant was in the form of: (1) a restricted stock award agreement (the “Restricted Stock Agreement”); and (2) a stock option agreement. This inducement grant was made under the RTI Surgical Holdings, Inc., Terry Rich Reserve Compensation Plan. Under the Restricted Stock Agreement, the Company granted Mr. Rich 125,598 shares of restricted stock. On the first anniversary of the grant date, 41,866 shares will vest. The remaining shares will vest on the last day of each calendar quarter at a rate of 10,467 sharesper calendar quarter commencing on the fifteenth month following the grant date and continuing for two years year after. Vesting of these shares may accelerate upon the occurrence of certain conditions. Under the Option Agreement, the Company granted Mr. Rich the option to purchase 188,397 shares of common stock (the “Stock Options”), as of the grant date. The exercise price for the Stock Options is $2.09. On the first anniversary of the grant date, 62,799 will vest. The remaining shares will vest on the last day of each calendar quarter at a rate of 15,700 sharesper calendar quarter commencing on the fifteenth month following the grant date and continuing for two years after. The vesting of the Stock Options is cumulative. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | 11. Inventories The inventory balance s For the years ended December 31, 2019, 2018, and 2017, the Company had inventory write-downs of $2,153, $7,983 and $911, respectively, relating primarily to excess quantities and obsolescence of inventories. Included in the amount above, for the year ended December 31, 2019, the Company had inventory write-downs of $513 related to the valuation of the Paradigm acquisition-related inventory. Included in the year ended December 31, 2018, are $1,023 of product obsolescence related to the rationalization of our international distribution infrastructure and $6,559 of inventory write-off ® c |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Current Assets | 12. Prepaid and Other Current Assets Prepaid and Other Current Assets are as follows: December 31, 2019 2018 Income tax receivable $ 2,785 $ 3,902 Prepaid expenses 996 855 Other 253 464 $ 4,034 $ 5,221 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 13. Property, Plant and Equipment Property, plant and equipment are as follows: December 31, 2019 2018 Land $ $ Buildings and improvements — 77 Processing equipment 110 121 Surgical instruments 541 24,070 Office equipment, furniture and fixtures 122 597 Computer equipment and software 16 37 Construction in process — 57 789 24,959 Less accumulated depreciation — (13,538 ) $ 789 $ 11,421 For the years ended December 31, 2019, 2018, and 2017, the Company had depreciation expense in connection with property, plant and equipment of $7,670, $5,904, and $5,196, respectively. For the year ended December 31, 2019, the Company recorded asset impairment and abandonment charges of $11,655, based on impairment indicators within the Spine asset group. For the year ended December 31, 2018, the Company recorded asset impairment and abandonment charges of $1,797, relating to the abandonment of our map3 ® For the year ended December 31, 2019, the Company recorded asset impairment and abandonment charges of $11,856 consisting of $11,655 related to property, plant and equipment and $201 of right-of-use right-of-use Subsequent to the sale of the OEM Business es group : Spine . |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 14. Goodwill The change in the carrying amount of goodwill for the year ended December is as follows: Year Ended December 31, 2019 2018 Balance at January 1 $ 4,414 $ 3,413 Goodwill additions related to acquisitions 135,589 1,001 Goodwill impairment (140,003 ) — Balance at December 31 $ — $ 4,414 Goodwill acquired during the year ended December 31, 2019 and 2018, includes the excess of the Paradigm and Zyga, respectively, purchase price over the sum of the amounts assigned to assets acquired less liabilities assumed. The Company considered the abandonment of our map3 ® The valuation of goodwill requires management to use significant judgments and estimates including, but not limited to, projected future revenue and cash flows, along with risk-adjusted weighted average cost of capital. Changes in assumptions or market conditions could result in a change in estimated future cash flows and the likelihood of materially different reported results. On March 8, 2019, we acquired Paradigm for a purchase price of approximately $232,907 and recorded goodwill of approximately $135,589. Paradigm was initially included in the Company’s single reporting unit. The Company reorganized its segments in the fourth quarter of 2019, which resulted in the Company dividing its single reporting unit at that time into a Spine and OEM reporting unit. With the change in reporting units, we performed a relative fair value valuation calculation to allocate the Company’s historical goodwill (existing prior to the Paradigm acquisition) between the two reporting units. The goodwill arising from the Paradigm acquisition was specifically allocated to the Spine reporting unit. The Company concluded specific allocation of the Paradigm goodwill to the Spine reporting unit was most appropriate since Paradigm was recently acquired and the benefits of the acquired goodwill were never realized by the single reporting unit as Paradigm was not integrated. Based on this change in reporting units, we conducted an impairment test before and after the change, and it was concluded that the fair value of our single reporting unit exceeded the carrying value under the previous reporting unit structure. For the impairment test performed immediately subsequent to the change in reporting units on the OEM reporting unit, it was concluded the fair value of goodwill is substantially in excess of its carrying value. For the Spine reporting unit test, it was concluded the carrying value was in excess of the fair value of goodwill. Based on several factors, we weighted the income approach at 75 25 Spine Subsequent to the sale of the OEM Business es unit : Spine . |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | 15. Other Intangible Assets Other intangible assets are as follows: December 31, 2018 Gross Accumulated Net Patents $ 10,486 $ 2,046 $ 8,440 Acquired licensing rights 9,806 5,571 4,235 Marketing and procurement intangible assets 3,817 2,988 829 Total $ 24,109 $ 10,605 $ 13,504 As of December 31, 2019, the Company concluded, through the ASC 360 , Intangibles, Goodwill and Other valuation testing, that factors existed indicating that long-lived assets were impaired. Thus, we tested the carrying amount of the intangibles for impairment on December 31, 2019. The method used to determine the fair value of the asset group was based on a net asset value approach (i.e. a cost approach). As a result, for the year ended December 31, 2019, we recorded an impairment charge for all of the other intangible assets totaling $85,096. Included within these impairment charges are $71,958 of other intangible assets, net of amortization, acquired as part of Paradigm. For the year ended December 31, 2018, the Company recorded asset impairment and abandonment charges of $2,718 relating to the abandonment of our map3 ® For the years ended December 31, 2019, 2018, and 2017, the Company had amortization expense of other intangible assets of $10,671, $3,555, and $3,267, respectively. |
Fair Value Information
Fair Value Information | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Information | 16. Fair Value Information Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for classification and disclosure of fair value measurements as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. On March 8, 2019, the Company acquired Paradigm as further explained in Note 7 above. The Company estimated a contingent liability related to the revenue-based earnout of $72,177. The fair value of the contingent liability was measured using Level 3 inputs. Unobservable inputs for the probability weighted model included weighted average cost of capital (unobservable) and company specific projected revenue and costs (unobservable). As of December 31, 2019, Management determined revenue earnout would be $0, as the probability weighted model has been updated based on the current updated forecast for the performance of the Paradigm product portfolio. Beginning in Q4 2019, in conjunction with Spine Leadership change, management reassessed the Paradigm strategy relating to roll-out income. On Januar y the Company acquired Zyga as further explained in Note above. The Company estimates a contingent liability related to the clinical milestone and revenue-based earnout of $ . The fair value of the contingent liability was measured using Level inputs. As of December there was a $ reduction in the contingent liability estimate of the Zyga acquisition revenue-based earnout, as the probability weighted model has been updated based on the current updated forecast for the performance of the Zyga product portfolio. Long-lived assets, including property and equipment and intangible assets subject to amortization were impaired and written down to their estimated fair values during the fourth quarter of 2019 and the second quarter of 2018. Fair value is measured as of the impairment date using Level 3 inputs. For the 2019 impairments, the long-lived asset level 3 fair value was measured base on orderly liquidation value for the Property, plant and equipment and Other assets. The Other intangible assets fair value was measured based on the income approach. Unobservable inputs for the orderly liquidation value included replacement costs (unobservable), physical deterioration estimates (unobservable) and market sales data for comparable assets and unobservable inputs for the income approach included forecasted cash flows generated from use of the intangible assets (unobservable). For the 2018 impairments, the long-lived asset level 3 fair value was determined using a market approach, which used inputs that included replacement costs (unobservable), physical deterioration estimates (unobservable), economic obsolescence (unobservable), and market sales data for comparable assets. The following table summarizes impairments of long-lived assets and the related post impairment fair values of the corresponding assets for the years ended December 31, 2019 and 2018: Year Ended December 31, 2019 Impairment Fair Value Property, plant and equipment - net $ 11,655 $ — Other intangible assets - net 85,096 — Other assets - net 201 — $ 96,952 $ — Year Ended December 31, 2018 Impairment Fair Value Property, plant and equipment - net $ 1,797 $ — Other intangible assets - net 2,718 — $ 4,515 $ — No impairments on long-lived assets were recorded for the years ended December 31, 2 017. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Accrued Expenses | 17. Accrued Expenses Accrued expenses are as follows: December 31, 2019 2018 Accrued compensation $ 2,911 $ 4,439 Accrued severance and restructuring costs 136 908 Accrued distributor commissions 4,325 3,119 Accrued business development expenses 2,555 — Accrued leases 967 — Other 4,205 4,563 $ 15,099 $ 13,029 |
Short and Long-Term Obligations
Short and Long-Term Obligations | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Short and Long-Term Obligations | 18. Short and Long-Term Obligations Effective on July 20, 2020, the Company (i) paid in full its $80.0 million revolving credit facility under that certain Credit Agreement dated as of June 5, 2018 (the “2018 Credit Agreement”), by and among Surgalign Spine Technologies, Inc. (formerly known as RTI Surgical, Inc.), as a borrower, Pioneer Surgical Technology, Inc., a of the Company , as a borrower, , as discussed in Note 5: December 31, 2019 2018 Ares Term L $ 104,406 $ — JPM F 71,000 50,000 Less unamortized debt issuance costs (1,229 ) (927 ) Total 174,177 49,073 Less current portion 174,177 — Long-term portion $ — $ 49,073 On June 5, 2018, the Company terminated its 2017 loan agreement with TD Bank, N.A. and First Tennessee Bank National Association. The 2017 loan agreement provided for a revolving credit facility in the aggregate principal amount of $42,500. Borrowings under the 2017 loan agreement had an interest rate per annum equal to monthly LIBOR plus a margin of up to 3.50%. The maturity date of the revolving credit facility was September 15, 2019. On June 5, 2018, the Company, along with its wholly-owned subsidiary, Pioneer Surgical, entered into the 2018 Credit Agreement, as borrowers, with JP Morgan Chase Bank, N.A., as lender (together with the various financial institutions as in the future may become parties thereto, the “JPM Lenders”) and as administrative agent for the JPM Lenders. The 2018 Credit Agreement provides for a revolving credit facility in the aggregate principal amount of up to $100,000 (the “JPM Facility”) (subsequently reduced to $75,000, as described below). The Company and Pioneer Surgical will be able to, at their option, and subject to customary conditions and JPM Lender approval, request an increase to the JPM Facility in an amount not to exceed $50,000. The JPM Facility is guaranteed by the Company’s domestic subsidiaries and is secured by: (i) substantially all of the assets of the Company and Pioneer Surgical; (ii) substantially all of the assets of each of the Company’s domestic subsidiaries; and (iii) % of the stock of the Company’s foreign subsidiaries. The CBFR Loans will bear interest at a rate per annum equal to the monthly REVLIBOR30 Rate plus the CBFR Rate. The Company may elect to convert the interest rate for the Eurodollars Loans to a rate per annum equal to the adjusted LIBOR Rate plus the JPM Eurodollar Rate. For all subsequent borrowings, the Company may elect to apply either the CBFR Rate or JPM Eurodollar Rate. The applicable margin is subject to adjustment after the end of each fiscal quarter, based upon the Company’s average quarterly availability. The maturity date of the JPM Facility is June 5, 2023. The Company may make optional prepayments on the JPM Facility without penalty. The Company paid certain customary closing costs and bank fees upon entering into the 2018 Credit Agreement. The Company is subject to certain affirmative and negative covenants, including (but not limited to), covenants limiting the Company’s ability to: incur certain additional indebtedness; create certain liens; enter into sale and leaseback transactions; and consolidate or merge with, or convey, transfer or lease all or substantially all of its assets to another person. The Company is required to maintain a minimum fixed charge coverage ratio of at least 1.00:1.00 (the “JPM Required Minimum Fixed Charge Coverage Ratio”) during either of the following periods (each, a “JPM Covenant Testing Period”): (i) a period beginning on a date that a default has occurred and is continuing under the loan documents entered into by the Company in conjunction with the 2018 Credit Agreement through the first date on which no default has occurred and is continuing; or (ii) a period beginning on a date that availability under the JPM Facility is less than the specified covenant testing threshold and continuing until availability under the JPM Facility is greater than or equal to the specified covenant testing threshold for thirty (30) consecutive days. The JPM Required Minimum Fixed Charge Coverage Ratio is measured on the last day of each calendar month during the JPM Covenant Testing Period (each a “JPM Calculation Date”), and is calculated using the minimum fixed charge coverage ratio for the twelve (12) consecutive months ending on each JPM Calculation Date. The amounts owed under the 2018 Credit Agreement may be accelerated upon the occurrence of certain events of default customary for facilities for similarly rated borrowers. First Amendment to Credit Agreement and Joinder Agreement On March 8, 2019, the Company entered into a First Amendment to Credit Agreement and Joinder Agreement dated as of March 8, 2019 (the “2019 First Amendment”), among the Company, Legacy RTI, as a borrower, Pioneer Surgical, as a borrower, the other loan parties thereto as guarantors, JP Morgan Chase Bank, N.A., as lender (together with the various financial institutions as in the future may become parties thereto) and as administrative agent for the JPM Lenders. The 2019 First Amendment amended the 2018 Credit Agreement by: (i) reducing the aggregate revolving commitments available to Legacy RTI and Pioneer Surgical from $100,000 to $75,000; (ii) joining the Company and Paradigm, and its domestic subsidiaries as guarantors and loan parties to the 2018 Credit Agreement; (iii) permitting the Ares Term Loan (as defined below); and (iv) making certain other changes to the 2018 Credit Agreement consistent with the foregoing including pro rata reductions to certain thresholds that were based on the aggregate commitments under the 2018 Credit Agreement. Second Amendment to Credit Agreement and Joinder Agreement The Company entered into a Second Amendment to Credit Agreement and Joinder Agreement dated as of December 9, 2019 (the “2019 Second Amendment”). The 2019 Second Amendment amended the 2018 Credit Agreement by increasing the aggregate revolving commitments available to Legacy RTI and Pioneer Surgical from $75,000 to $80,000. At December 31, 2019, the interest rate for the JPM Facility was 3.69%. As of December 31, 2019, there was $71,000 outstanding on the JPM Facility and total remaining available credit on the JPM Facility was $9,000. The Company’s ability to access the JPM Facility is subject to and can be limited by the Company’s compliance with the Company’s financial and other covenants. The Company was in compliance with the financial covenants related to the JPM Facility as of December 31, 2019. Second Lien Credit Agreement and Term Loan On March 8, 2019, Legacy RTI entered into a Second Lien Credit Agreement dated as of March 8, 2019 (the “2019 Credit Agreement”), among Legacy RTI, as a borrower, the other loan parties thereto as guarantors (together with Legacy RTI, the “Ares Loan Parties”), Ares, as lender (together with the various financial institutions as in the future may become parties thereto, the “Ares Lenders”) and as administrative agent for the Ares Lenders. The 2019 Credit Agreement provides for a term loan in the principal amount of up to $100,000 (the “Ares Term Loan”). The Ares Term Loan was advanced in a single borrowing on March 8, 2019. The Ares Term Loan is guaranteed by the Company and each of the Company’s domestic subsidiaries and is secured by: (i) substantially all of the assets of Legacy RTI; (ii) substantially all of the assets of the Company; (iii) substantially all of the assets of the Company’s domestic subsidiaries; and (iv) 65% of the stock of the Company’s foreign subsidiaries. The Ares Term Loan will bear interest at a rate per annum equal to, at the option of Legacy RTI: (i) the monthly Base Rate plus an adjustable margin of up to 7.50% (the “Base Rate”); or (ii) the LIBOR plus an adjustable margin of up to 8.50% (the “Ares Eurodollar Rate”). Subject to customary notices, Legacy RTI may elect to convert the Ares Term Loan from Base Rate to Ares Eurodollar Rate or from Ares Eurodollar Rate to Base Rate. The applicable margin is subject to adjustment after the end of each fiscal quarter, based upon the Ares Loan Parties’ total net leverage ratio. At any time during the period commencing on March 8, 2019 and ending on March 8, 2021, if the Ares Loan Parties’ total net leverage ratio is greater than 5.75:1.00, Legacy RTI shall have the option (the “PIK Option”) to elect to pay 50% of the interest that will accrue in the subsequent quarterly period in kind by capitalizing it and adding such amount to the principal balance of the Ares Term Loan. If Legacy RTI exercises the PIK Option, the adjustable margin applicable to the Ares Term Loan shall be increased by 0.75%. The maturity date of the Ares Term Loan is December 5, 2023. Legacy RTI may make optional prepayments on the Ares Term Loan, provided that any such optional prepayments made on or prior to March 8, 2022, shall be subject to a make whole premium or a prepayment price, as the case may be. Legacy RTI is required to make mandatory prepayments of the Ares Term Loan based on excess cash flow and the Ares Loan Parties’ total net leverage ratio, upon the incurrence of certain indebtedness not otherwise permitted under the 2019 Credit Agreement, upon consummation of certain dispositions, and upon the receipt of certain proceeds of casualty events. Legacy RTI was required to pay certain customary closing costs and bank fees upon entering into the 2019 Credit Agreement. Legacy RTI is subject to certain affirmative and negative covenants, including (but not limited to), covenants limiting Legacy RTI’s ability to: incur certain additional indebtedness; create certain liens; enter into sale and leaseback transactions; and consolidate or merge with, or convey, transfer or lease all or substantially all of its assets to another person. During any period beginning on a date that either: (i) a default has occurred and is continuing under the loan documents entered into by Legacy RTI in conjunction with the Credit Agreement (the “Ares Loan Documents”); or (ii) availability under the Ares Term Loan is less than the specified covenant testing threshold, and continuing until either (a) no default has occurred and is continuing under the Ares Loan Documents or (b) availability under the Ares Term Loan is greater than or equal to the specified covenant testing threshold for thirty (30) consecutive days, respectively, (the “Ares Covenant Testing Period”) Legacy RTI is required to maintain a minimum fixed charge coverage ratio of at least 0.91 9.00:1.00 3.50:1.00 ending thereafter. The amounts owed under the 2019 Credit Agreement may be accelerated upon the occurrence of certain events of default customary for facilities for similarly rated borrowers. At December 31, 2019, the interest rate for the Ares Term Loan was 10.49%. The Company was in compliance with the financial covenants related to the Ares Term Loan as of December 31, 2019. For the years ended December 31, 2019, 2018 and 2017, interest expense associated with the amortization of debt issuance costs was $524, $528 and $409, respectively, and is included in discontinued operations. Included in the year ended December 31, 2019, was $219 of accelerated amortization of debt issuance costs associated with the modification of the 2018 Credit Agreement. For the year ended December 31, 2019, the Company incurred total debt issuance cost of $826 and is included in discontinued operations. As of December 31, 2019, the Company had approximately $5,608 of cash and cash equivalents and $9,000 of availability under its revolver agreement. The Company’s Ares Term Loan and JPM Facility agreements both contain a leverage to EBITDA covenant, which as of December 31, 2019, required the Company to maintain a 5.0:1 5.75:1 5. 25:1 3.50 4.96:1 On April 9, 2020 and on May 8, 2020, the Company received waivers and consent agreements with respect to certain financial statement delivery requirements extending the due dates for delivering the required financial statements under the credit facilities. Further, Pursuant to two Consent Agreements, dated June 1, 2020, one with respect to the JPM Facility and one for the Ares Term Loan , each of JPM and Ares, respectively, agreed to extend the deadline for the delivery of the fiscal year end 2019 financial statements to June 8, 2020. Further, each of JPM and Ares also agreed to waive the requirement with respect to the going concern qualification. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 19. Income Taxes The Company’s pre-tax e Year Ended December 31, 2019 2018 2017 Pre-tax Domestic (U.S., state and local) $ (242,896 ) $ (64,808 ) $ (62,631 ) Foreign 39 — — Total pre-tax $ (242,857 ) $ (64,808 ) $ (62,631 ) The Company’s income tax benefit (provision) consists of the following components: Year Ended December 31, 2019 2018 2017 Current: Federal $ 312 $ 398 $ (804 ) State (89 ) (40 ) (34 ) International (138 ) — — Total current 85 358 (838 ) Deferred: Federal (2,456 ) 11,232 17,782 State (169 ) (419 ) 1,283 International (3,381 ) 3,988 — Total deferred (6,006 ) 14,801 19,065 Total income tax benefit (provision) $ (5,921 ) $ 15,159 $ 18,227 The Company’s deferred tax assets and liabilities consists of the following components: December 31, 2019 December 31, 2018 Deferred Income Tax Deferred Income Tax Assets Liabilities Assets Liabilities Accounts receivable $ 1,184 $ — $ 513 $ — Accrued liabilities 3,418 — 2,118 — Deferred compensation 1,526 — 1,372 — Fixed assets and intangibles 16,119 — — (5,859 ) Inventory 10,165 — 7,744 — Net operating losses 9,342 — 4,333 — Revenue — (59 ) 650 — Tax credits 6,372 — 5,993 — Lease Liability 695 — — — Right of Use Asset — (544 ) — — Other — (103 ) — — Valuation allowance (48,115 ) — (3,093 ) — Total $ 706 $ (706 ) $ 19,630 $ (5,859 ) On December 22, 2017, the U . . • Reduction of the U.S. federal corporate tax rate from 35% to 21% • Requiring a transition tax on certain unrepatriated earnings of foreign subsidiaries • Bonus depreciation that will allow for full expensing of qualified property • Elimination of the corporate alternative minimum tax • The repeal of the domestic production activity deduction • Limitations on the deductibility of certain executive compensation • Limitations on net operating losses generated after December 31, 2017 In addition, beginning low-taxed On December 22, 2017, the SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Legislation. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Legislation enactment date for companies to complete the accounting under ASC 740. In 2018, the Company completed its accounting for the tax effects of the Tax Legislation. As a result, in 2018 the Company recorded a tax benefit of $650, and in 2017, the Company recorded a tax provision of $2,187, relating to the revaluation of deferred tax assets and transition tax. Valuation allowances are established when necessary to reduce deferred tax assets to amounts which are more likely than not to be realized. As such, valuation allowances of $48,115 and $3,093 have been established at December 31, 2019 and December 31, 2018, respectively, against a portion of the deferred tax assets. As of December 31, 2019, the Company has U.S. federal net operating loss carryforwards of $9,911 that will expire in years 2026 through 2037. In addition, the Company has U.S. federal net operating loss carryforwards of $21,950 that will carryforward indefinitely. As of December 31, 2019, the Company has U.S. state net operating loss carryforwards of $51,626, of which, $48,143 will expire in the years 2022 through 2039, and $3,443 will carryforward indefinitely. As of December 31, 2019, the Company has research tax credit carryforwards of $7,111 that will expire in years 2029 through 2038. U.S. income taxes have not been provided on the undistributed earnings of the Company’s foreign subsidiaries. It is not practicable to estimate the amount of tax that might be payable. The Company’s intention is to indefinitely reinvest earnings of its foreign subsidiaries outside of the U.S. The Company evaluates the need for deferred tax asset valuation allowances based on a more likely than not standard. The ability to realize deferred tax assets depends on the ability to generate sufficient taxable income within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction. The Company has evaluated all evidence, both positive and negative, and determined that its deferred tax assets are not more likely than not to be realized as of December 31, 2019. Accordingly, the Company has recorded a valuation allowance in the amount of $48,115 as of December 31, 2019. In making this determination, numerous factors were considered including the going-concern evaluation. As of December 31, 2019, the Company has $1,088 of unrecognized tax benefits, which was recorded net against deferred tax assets in the accompanying consolidated balance sheet. The Company’s unrecognized tax benefits are summarized as follows: For the Year Ended December 31, 2019 2018 2017 Opening balance $ 1,088 $ 1,591 $ 1,591 Reductions based on tax positions related to the current year — — — Additions for tax positions of prior years — — — Reductions for tax positions of prior years — (415 ) — Reductions for expiration of statute of limitations — (88 ) — $ 1,088 $ 1,088 $ 1,591 The unrecognized tax benefits if recognized, would favorably impact the Company’s effective tax rate. The Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in the provision for income taxes. Interest and penalties recorded in 2019, 2018 and 2017 and interest and penalties accrued at December 31, 2019 and 2018 were inconsequential. During the year ended December 31, 2018, the Internal Revenue Service (the “IRS”) completed its examination of the Company’s 2015 U.S. federal income tax return. No material adjustments were recorded to the Company’s consolidated financial statements as a result of the examination. The effective tax rate differs from the statutory federal income tax rate for the following reasons: Year Ended December 31, 2019 2018 2017 Statutory federal rate 21.00 % 21.00 % 35.00 % State income taxes—net of federal tax benefit (0.56 %) 2.34 % 2.08 % Foreign rate differential 0.00 % (3.59 %) 0.00 % Acquisition expenses 0.00 % (0.83 %) 0.00 % Gain on acquisition contingency 6.58 % 0.00 % 0.00 % Goodwill impairment disposal (11.88 %) 0.00 % 0.00 % Life insurance 0.00 % (0.11 %) 0.58 % Officer compensation 0.00 % (0.90 %) (1.74 %) Stock-based compensation 0.00 % (0.41 %) (2.47 %) Tax credits 0.04 % 0.99 % 0.67 % Tax legislation 0.00 % 1.05 % (3.47 %) Valuation allowances (16.98 %) 3.26 % (0.25 %) Uncertain tax positionsı 0.00 % 0.78 % 0.00 % Other reconciling items, net (0.63 %) (0.17 %) (1.45 %) Effective tax rate (2.43 %) 23.41 % 28.95 % |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Preferred Stock | 20. Preferred Stock Preferred stock is as follows: Preferred Stock Preferred Stock Net Total Balance at January 1, 2017 $ 60,676 $ (660 ) $ 60,016 Accrued dividend 3,723 — 3,723 Amortization of preferred stock issuance costs — 184 184 Balance at December 31, 2017 64,399 (476 ) 63,923 Accrued dividend 2,120 — 2,120 Amortization of preferred stock issuance costs — 183 183 Balance at December 31, 2018 66,519 (293 ) 66,226 Accrued dividend — — — Amortization of preferred stock issuance costs — 184 184 Balance at December 31, 2019 $ 66,519 $ (109 ) $ 66,410 On June 12, 2013, the Company and WSHP Biologics Holdings, LLC, an affiliate of Water Street Healthcare Partners, a leading healthcare-focused private equity firm (“Water Street”), entered into an investment agreement. Pursuant to the terms of the investment agreement, the Company issued $50,000 of convertible preferred equity to Water Street in a private placement which closed on July 16, 2013, with preferred stock issuance costs of $1,290. The preferred stock accrues dividends at a rate of 6% per annum. To the extent dividends are not paid in cash in any quarter, the dividends which have accrued on each outstanding share of preferred stock during such three-month period will accumulate until paid in cash or converted to common stock. The preferred stock will be convertible at the election of the holders into shares of the Company’s common stock at an initial conversion price of $4.39 per share which would result in a conversion ratio of approximately 228 shares of common stock for each share of preferred stock. The preferred stock is convertible at the election of the Company five years after its issuance The Company may, upon 30 days’ notice, redeem the preferred stock, in whole or in part, five years after its issuance at the initial liquidation preference of $1,000 per share of the preferred stock plus an amount per share equal to accrued but unpaid dividends (collectively, the “Liquidation Value”). The holders of the preferred stock may require the Company to redeem their preferred stock, in whole or in part, at the Liquidation Value seven years On August 1, 2018, the Company and WSHP Biologics Holdings, LLC, a related party, entered into an Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock of RTI Surgical, Inc. (the “Amended and Restated Certificate of Designation”). Pursuant to the Amended and Restated Certificate of Designation: (1) dividends on the Series A Preferred Stock will not accrue after July 16, 2018 (in the event of a default by the Company, dividends will begin accruing and will continue to accrue until the default is cured); (2) the Company may not force a redemption of the Series A Preferred Stock prior to July 16, 2020; and (3) the holders of the Series A Preferred Stock may not convert the Series A Preferred Stock into common stock prior to July 16, 2021 (with certain exceptions). The Company evaluated and concluded on a qualitative basis that the amendment qualifies as modification accounting to the preferred shares, which did not result in a change in the valuation of the shares. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 21. Stockholders’ Equity Preferred Stock Board of Directors. Common Stock has shares of common stock authorized. The common stock’s voting, dividend, and liquidation rights presently are subject to or qualified by the rights of the holders of any outstanding shares of preferred stock. Shares of common stock do not have redemption rights. The Company is, and may in the future become, party to agreements and instruments that restrict or prevent the payment of dividends on our capital stock. |
Executive Transition Costs
Executive Transition Costs | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Executive Transition Costs | 22. Executive Transition Costs The Company recorded Chief Executive Officer retirement and transition costs related to the retirement of our former Chief Executive Officer pursuant to the Executive Transition Agreement dated August 29, 2012 (as amended and extended to date), which resulted in $4,404 of expenses for the year ended December 31, 2016. The total Chief Executive Officer retirement and transition costs were paid in full in 2019. In addition, the Company recorded executive transition costs of $2,818 as a result of hiring a new Chief Executive Officer and Chief Financial and Administrative Officer for the year ended December 31, 2017, separately disclosed on the Consolidated Statements of Comprehensive (Loss) Income. The total executive transition costs of $1,169 which is cash basis was paid in full in 2018. The following table includes a rollforward of executive transition costs included in accrued expenses, see Note 16. Accrued executive transition costs at January 1, 2017 $ 2,406 Executive transition costs accrued in 2017 2,818 Stock-based compensation (1,612 ) Cash payments (1,275 ) Accrued executive transition costs at December 31, 2017 2,337 Executive transition costs accrued in 2018 — Cash payments (2,294 ) Accrued executive transition costs at December 31, 2018 43 Executive transition costs accrued in 2019 — Cash payments (43 ) Accrued executive transition costs at December 31, 2019 $ — |
Severance and Restructuring Cos
Severance and Restructuring Costs | 12 Months Ended |
Dec. 31, 2019 | |
Severance and Restructuring Costs | 23. Severance and Restructuring Costs The Company recorded severance and restructuring costs related to the reduction of our organizational structure which resulted in $8,522 of expenses for the year ended December 31, 2017. The total severance and restructuring costs were paid in full in 2018. Severance and restructuring payments were made over periods ranging from one month to twelve months and did not have a material impact on cash flows of the Company in any quarterly period. The Company recorded severance and restructuring costs related to the reduction of our organizational structure which resulted in $773 of expenses for the year ended December 31, 2018. The total severance and restructuring costs were paid in full in 2019. Severance and restructuring payments were made over periods ranging from one month to twelve months and did not have a material impact on cash flows of the Company in any quarterly period. As part of the acquisition of Paradigm, management implemented a plan which resulted in $896 of severance expenses for the year ended December 31, 2019. Paradigm severance expenses were offset by previous severance accrual activity and are included in the acquisition and integration expenses within the Consolidated Statements of Comprehensive (Loss) Income The following table includes a rollforward of severance and restructuring costs included in accrued expenses, see Note 16. Accrued severance and restructuring charges at January 1, 2017 $ 456 Severance and restructuring expenses accrued in 2017 8,522 Severance and restructuring cash payments (4,939 ) Stock based compensation (1,153 ) Accrued severance and restructuring charges at December 31, 2017 2,886 Severance and restructuring expenses accrued in 2018 773 Severance and restructuring cash payments (2,751 ) Accrued severance and restructuring charges at December 31, 2018 908 Severance and restructuring expenses accrued in 2019 626 Severance and restructuring cash payments (1,398 ) Accrued severance and restructuring charges at December 31, 2019 $ 136 |
Retirement Benefits
Retirement Benefits | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Retirement Benefits | 24. Retirement Benefits The Company has a qualified 401(k) plan available to all U.S. employees who meet certain eligibility requirements. The 401(k) plan allows each employee to contribute up to the annual maximum allowed under the Internal Revenue Code. The Company has the discretion to make matching contributions up to 6% of the employee’s earning s |
Concentrations of Risk
Concentrations of Risk | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | 25. Concentrations of Risk Distribution es For the Year Ended December 31, 2019 2018 2017 Percent of revenues derived from: Distributor Zimmer 18 % 21 % 17 % Medtronic 7 % 8 % 9 % Synthes 4 % 5 % 4 % The Company’s distribution agreements are subject to termination by either party for a variety of causes. No assurance can be given that such distribution agreements will be renewed beyond their expiration dates, continue in their current form or at similar Tissue Supply se Company’s operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 26. Commitments and Contingencies Agreement to Acquire Paradigm cash ® ® Under the terms of the agreement, the Company paid $100,000 in cash and issued 10,729,614 shares of the Company’s common stock. The shares of Company common stock issued on March 8, 2019, were valued based on the volume weighted average closing trading price for the five trading days prior to the date of execution of the definitive agreement, representing $50,000 of value. In addition, the Company may be required to pay up to an additional $150,000 in a combination of cash and Company common stock based on a revenue earnout consideration. Based on a probability weighted model, the Company estimates a contingent liability related to the revenue based earnout of zero. Acquisition of Zyga ® Distribution Agreement with A&E manufacturing . This distribution agreement is related to the OEM Businesses and thus relates to the discontinued operations. Distribution Agreement with Medtronic non-exclusive 12-month agreement was to have been through December 31, 2017. The term automatically renews for successive five-year periods, unless either party provides written notice of its intent not to renew at least one year prior to the expiration of the initial term or the applicable renewal period. Neither party provided notice of non-renewal Distribution Agreement with Zimmer Dental Inc. The Company’s aforementioned revenue recognition methods related to the Zimmer distribution agreements do not result in the deferral of revenue less than amounts that would be refundable in the event the agreements were to be terminated in future periods. Additionally, the Company evaluates the appropriateness of the aforementioned revenue recognition methods on an ongoing basis. This distribution agreement is related to the OEM Businesses and thus relates to the discontinued operations. |
Legal and Regulatory Actions
Legal and Regulatory Actions | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal and Regulatory Actions | 27. Legal and Regulatory Actions The Company is, from time to time, involved in litigation relating to claims arising out of its operations in the ordinary course of business. Based on the information currently available to the Company, the Company does not believe that any of these claims that were outstanding as of December 31, 2019 will have a material adverse impact on its financial position or results of operations. The Company’s accounting policy is to accrue for legal costs as they are incurred. Coloplast co-defendant In addition to claims made directly against the Company, Coloplast, a distributor of TSM’s and certain allografts processed case. Under the terms of the settlement agreement, the Company Parties are responsible for the defense and indemnification of categories of present and future claims: tissue only (where Coloplast is solely the distributor of Company processed allograft tissue and Coloplast-manufactured or distributed synthetic mesh is identified) (“Tissue Only Claims”), and tissue plus non-Coloplast synthetic mesh (“Tissue-Non-Coloplast Claims”) (the Tissue Only Claims and the Tissue-Non-Coloplast Claims being collectively referred to as “Indemnified Claims”). As of December there are a cumulative total of Indemnified Claims for which the Company Parties are providing defense and indemnification. The defense and indemnification of these cases are covered under the Company’s insurance policy subject to a reservation of rights by the insurer. Based on the current information available to the Company, the impact that current or any future TSM litigation may have on the Company cannot be reasonably estimated. LifeNet SEC Investigation 8-K |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (Unaudited) | 28. Quarterly Results of Operations (Unaudited) The following tables sets forth the results of operations for the periods indicated . reflect 2014-09, Revenue from Contracts with Customers Customers. Year Ended December 31, 2019 First Second Third Fourth Revenues $ 24,400 $ 32,747 $ 28,702 $ 31,574 Gross profit 16,915 23,128 21,095 23,508 Loss from continuing operations (18,212 ) (14,003 ) (16,972 ) (199,591 ) Income from discontinued operations 8,861 14,191 11,834 2,250 Net (loss) income (9,351 ) 188 (5,138 ) (197,341 ) Net loss from continuing operations per common share - basic $ (0.29 ) $ (0.19 ) $ (0.23 ) $ (2.76 ) Net loss from continuing operations per common share - diluted $ (0.29 ) $ (0.16 ) $ (0.23 ) $ (2.76 ) Net income from discontinued operations per common share - basic $ 0.14 $ 0.19 $ 0.16 $ 0.04 Net income from discontinued operations per common share - diluted $ 0.14 $ 0.16 $ 0.16 $ 0.04 Net (loss) income per common share - basic $ (0.15 ) $ 0.00 $ (0.07 ) $ (2.72 ) Net (loss) income per common share - $ (0.15 ) $ 0.00 $ (0.07 ) $ (2.72 ) Year Ended December 31, 2018 First Second Third Fourth Revenues $ 22,461 $ 22,384 $ 24,142 23,125 Gross profit 14,414 8,991 17,873 17,241 Loss from continuing operations (10,172 ) (17,124 ) (13,743 ) (8,610 ) Income from discontinued operations 9,055 11,322 16,740 9,409 Net (loss) income (1,117 ) (5,802 ) 2,997 799 Net loss from continuing operations per common share - basic $ (0.18 ) $ (0.30 ) $ (0.23 ) (0.14 ) Net loss from continuing operations per common share - diluted $ (0.18 ) $ (0.30 ) $ (0.18 ) (0.11 ) Net income from discontinued operations per common share - basic $ 0.15 $ 0.19 $ 0.28 0.15 Net income from discontinued operations per common share - diluted $ 0.15 $ 0.19 $ 0.22 $ 0.12 Net (loss) income per common share - basic $ (0.03 ) $ (0.11 ) $ 0.05 0.01 Net (loss) income per common share - diluted $ (0.03 ) $ (0.11 ) $ 0.04 0.01 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 29. Subsequent Events The Company evaluated subsequent events as of the issuance date of the consolidated financial statements as defined by ASC 855, Subsequent Events Sale of OEM Business es On January 13, 2020, we entered into an Equity Purchase Agreement, as amended by that certain First Amendment to Equity Purchase Agreement dated as of March 6, 2020, and that certain Second Amendment to Equity Purchase Agreement dated as of April 27, 2020 (as amended, the “OEM Purchase Agreement”), with Ardi Bidco Ltd., a Delaware corporation and an entity affiliated with Montagu Private Equity LLP (“Montagu”), for the sale (the “Sale”) of the RTI’s business of: (a) providing original equipment manufacturing (“OEM”), including the design, development and manufacture, of private label and custom biological-, metal- and polymer-based implants and instruments that are used in spine, sport medicine, plastic and reconstructive, urology, gynecology and trauma surgical procedures, and (b)processing donated human musculoskeletal and other tissue and bovine and porcine animal tissue in producing allograft and xenograft implants using BIOCLEANSE ® ® ® instruments, or biologics used in the treatment of conditions affecting the spine (x) as represented by RTI’s “Spine” or “International” lines of business and (y) as otherwise described in RTI Surgical, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 5, 2019), for a purchase price of $440,000, subject to certain adjustments. More specifically, pursuant to the terms of the OEM Purchase Agreement, the Company will sell all of the issued and outstanding shares of RTI OEM, LLC (which, prior to the Sale, is required to convert to a corporation and change its name to “RTI Surgical, Inc.”), Tutogen Medical (United States), Inc. and Tutogen Medical GmbH (the “OEM Companies” and, together with a wholly-owned subsidiary, RTI Donor Services, Inc., the “OEM Group Companies”). The OEM Purchase Agreement contemplates that, prior to the closing (the “OEM Closing”) of the Sale and each of the agreements ancillary to the OEM Purchase Agreement, (the “Contemplated Transactions”), we will undergo an internal reorganization, pursuant to which, in addition to certain inter-company transfers and mergers, the Company and its subsidiaries will transfer to the OEM Group Companies the assets primarily used in the operation of the OEM Businesses and the OEM Group Companies will assume certain liabilities that are related to the OEM Businesses (collectively, the “Reorganization”). In addition to the Reorganization, RTI is required to use reasonable best efforts to separate the assets and liabilities of the U.S. “metals” business and the U.S. “biologics” business into two separate companies prior to the OEM Closing. As part of such separation, another subsidiary of RTI, established to hold the assets and liabilities of the U.S. “metals” business, will constitute an OEM Company and be sold as part of the Contemplated Transactions to an affiliate of the Buyer. The affiliate of the Buyer established for this purpose would be an additional “Buyer” under the OEM Purchase Agreement. The Contemplated Transactions are subject to customary closing conditions, including, among other things, the approval of the Contemplated Transactions by the Company’s stockholders. The parties currently expect to close the Contemplated Transactions in the third quarter of 2020. Following the OEM Closing, the Company will focus exclusively on the design, development and distribution of spinal implants to the global market. Financing Third Amendment to Credit Agreement and Joinder Agreement On April 9, 2020, Legacy RTI entered into a Consent and Third Amendment to Credit Agreement and Joinder Agreement (the “Third Amendment to the 2018 Credit Agreement”), by and among the JPM Loan Parties and the JPM Lenders. The Third Amendment to the 2018 Credit Agreement amended the 2018 Credit Agreement by: (i) extending the deadline for delivery of certain annual audited financial statements of the Company from March 30, 2020 to April 30, 2020, (ii) modifying certain interest rates contained therein to contain a 1.00% floor, (iii) requiring the Company and each other Loan Party to close all of its deposit accounts and securities accounts at Wells Fargo Bank, N.A. or any affiliates thereof, and (iv) making certain other changes to the 2018 Credit Agreement consistent with the foregoing. Fourth Amendment to Credit Agreement and Joinder Agreement On April 27, 2020, Legacy RTI entered into a Fourth Amendment to Credit Agreement (the “Fourth Amendment to the 2018 Credit Agreement”), by and among the JPM Loan Parties and the JPM Lenders. The Fourth Amendment to the 2018 Credit Agreement amends the 2018 Agreement to: (i) provide for a $8,000 block on availability under the 2018 Credit Agreement until the earlier of: (a) the date upon which at least $25,000 of the Second Amendment Incremental Term Loan Commitments (as defined below) have been funded to Legacy RTI in accordance with the 2019 Credit Agreement and evidence of such funding, in form and substance satisfactory to JPM, shall have been received by JPM.; and (b) the date upon which (1) no default or event of default exists First Amendment to Second Lien Credit Agreement On March 3, 2020, the Company entered into a First Amendment to Second Lien Credit Agreement, dated March 3, 2020 (the “2020 First Amendment”), by and among the Ares Loan Parties and the Ares Lenders. The 2020 First Amendment amended the 2019 Credit Agreement: (a) amending the definition of “EBITDA” contained therein; (b) modifying the total net leverage ratio covenant contained therein; and (c) making certain other changes to the 2019 Credit Agreement consistent with the foregoing. These amendments will allow the Company to, among other things, support the investment being made to separate the OEM and Spine businesses in anticipation of the sale of the Company’s OEM Businesses. Second Amendment to Second Lien Credit Agreement On April 27, 2020, the Company entered into a Second Amendment to Second Lien Credit Agreement (the “Second Amendment to the 2019 Agreement”), by and among the Ares Loan Parties and the Ares Lenders. The Second Amendment to the 2019 Agreement amended the 2019 Credit Agreement to: (i) establish an incremental term loan commitment; (ii) provide for certain incremental term loans in an aggregate principal amount not to exceed $30,000 (the “Second Amendment Incremental Loan Commitments”); (iii) provide for a portion of the Second Amendment Incremental Loan Commitments up to $13,500 be available on a delayed-draw basis at any time after the effective date of the Ares Amendment and on or prior to August 31, 2020, subject to certain conditions; iv) increase the Base Rate applicable margin with respect to all Term Loans (other than the Second Amendment Incremental Term Loans) to 12.5% effective on September 1, 2020; and (v) make certain other changes to the 2019 Credit Agreement consistent with the foregoing. Pursuant to the terms of the Ares Amendment, Legacy RTI agreed pay to Ares, for the ratable benefit of each incremental term lender, a fee in an amount equal to 5.0% of the principal amount of the incremental term loan commitments provided by such lender on the effective date of the Ares Amendment. The maturity of the loans advanced under the Second Amendment Incremental Term Commitments (the “Second Amendment Incremental Term Loans”) have a maturity date of April 27, 2021. The Second Amendment Incremental Term Loans must be repaid in their entirety, at which time a takeout fee ranging from $11,250 to $25,500 shall be due and payable (the “Takeout Fee”). The Takeout Fee is inclusive of all interest accruing due and payable with respect to the Second Amendment Incremental Term Loans. The interest rate on the Second Amendment Incremental Term Loans is 12.50% and, commencing on September 1, 2020 and on the first day of each of the next four calendar months thereafter, the interest in respect of the Second Amendment Incremental Term Loans shall increase on each such date, on a cumulative basis, by an additional 1.00% per annum (such that, after the fifth such increase, the Base Rate with respect to the Second Amendment Incremental Term Loans shall equal 17.50% per annum). COVID-19 The COVID-19 pandemic has directly and indirectly adversely impacted the Company’s business, financial condition and operating results. The extent to which these adverse impacts will continue will depend on numerous evolving factors that are highly uncertain, rapidly changing and cannot be predicted with precision or certainty at this time. The spread of COVID-19 has caused many hospitals and other healthcare providers to refocus their care on the surge of the COVID-19 cases and to postpone elective and non-emergent procedures, restrict access to these facilities, and in some cases re-allocate scarce resources to their critically ill patients. These efforts have impacted and could continue to impact our business activities, including our product sales, as many of our products are used in connection with elective surgeries. Many of our employees have been furloughed and although our operations are beginning to increase towards normal levels, we continue to have many employees working remotely. Additionally, these measures are hindering our ability to recruit, vet and hire personnel for key positions. It is unknown how long these disruptions could continue. Due to the challenges created by the furloughs and remote working conditions, on May 11, 2020, we filed a Current Report on Form 8-K to avail ourselves to an extension to file our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, originally due on May 11, 2020, relying on an order issued by the Securities and Exchange Commission on March 25, 2020 pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (Release No. 34-88465), regarding exemptions granted to certain public companies. As noted above, our product sales have been materially reduced as a result of COVID-19. While we are continuing to monitor and evaluate the impact on our business of COVID-19, we have not at this point identified any material impairments, increases in allowances for credit losses, restructuring charges, other expenses, or changes in accounting judgments that have had or are reasonably likely to have a material impact on our financial statements specifically due to the COVID-19 pandemic. However, as the global outbreak of COVID-19 continues to rapidly evolve, it could continue to materially and adversely affect our revenues, financial condition, profitability, and cash flows for an indeterminate period of time. Stockholder Litigation There is currently ongoing stockholder litigation related to the Investigation. A class action complaint was filed by Patricia Lowry against the Company, and certain current and former officers of the Company, in the United States District Court for the Northern District of Illinois on March 23, 2020 demanding a jury trial. A shareholder derivative lawsuit was filed by David Summers on behalf of the Company against certain current and former directors and officers of the Company in the United States District Court for the Northern District of Illinois on June 5, 2020 demanding a jury trial. In the future, we may become subject to additional litigation or governmental proceedings or investigations that could result in additional unanticipated legal costs regardless of the outcome of the litigation. If we are not successful in any such litigation, we may be required to pay substantial damages or settlement costs. Based on the current information available to the Company, the impact that current or any future stockholder litigation may have on the Company cannot be reasonably estimated. |
Restatement of Prior Period Qua
Restatement of Prior Period Quarterly Financial Statements (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Changes And Error Corrections [Abstract] | |
Restatement of Prior Period Quarterly Financial Statements (Unaudited) | 30. Restatement of Prior Period Quarterly Financial Statements (Unaudited) As previously disclosed in RTI’s Current Report on Form 8-K Furthermore, certain errors were identified, separately from the Investigation, primarily related to accounting for our 2019 Acquisition of Paradigm Spine, LLC for the first three quarters of 2019. The Company determined to restate its previously issued unaudited condensed consolidated financial statements for the quarters ended March 31, 2019, June 30, 2019, and September 30, 2019. The Company has recast each quarterly “Restated Condensed Consolidated Statements of Income Amounts (unaudited)” for discontinued operations. The quarterly “Restated Condensed Consolidated Balance Sheet Amounts (unaudited)” herein have not been recast for discontinued operations. The following tables summarize the impacts of the results on our previously reported unaudited condensed consolidated statements of operations and balances sheets included in our Quarterly Reports on Form 10-Q The following errors in the Company’s quarterly financial statements were identified and corrected as a result of the Investigation: a. Revenue b. Costs of processing and distribution c. Accounts receivable d. Inventories, net e. Deferred tax assets The following errors in the Company’s quarterly financial statements were identified and corrected apart from the Investigation and related to accounting for our 2019 acquisition of Paradigm Spine, LLC for the first three quarters of 2019. ASC 805 states that if the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the acquirer shall report in its financial statements the provisional amounts for the items for which the accounting is incomplete. The acquisition occurred on March 8, 2019, before the end of the first quarter of 2019. Accordingly, based on the information known or knowable in the first quarter of 2019, the Company should have performed a preliminary allocation of the purchase price to assets acquired and liabilities assumed. The Company did not appropriately prepare a preliminary estimates of the purchase price allocation resulting in errors impacting intangible assets, acquisition contingencies, inventory, and goodwill. The correction of the errors related to accounting for the acquisition of Paradigm Spine, LLC are as follows: a. Costs of processing and distribution b. Marketing, general and administrative September c. Current inventories, net d. Non-current inventories, net non-current e. Deferred tax assets f. Goodwill g. Other intangible assets—net h. Acquisition contingencies In addition to the correction of the errors discussed above, the Company has voluntarily made other immaterial corrections in all periods presented . a. Marketing, general and administrative b. Accounts receivable c. Prepaid and other current assets d. Deferred tax assets—net e. Property, plant & equipment f. Other intangible assets—net g. Other assets—net h. Accounts payable i. Accrued expenses j. Payments for treasury stock Restated Condensed Consolidated Balance Sheets (Unaudited) As of March 31, 2019 As Adjustments As Restated Assets Current Assets: Cash and cash equivalents $ 6,043 $ — $ 6,043 Accounts receivable - 55,670 39 55,709 Inventories - net 114,365 1,121 115,486 Prepaid and other current assets 9,860 (461 ) 9,399 Total current assets 185,938 699 186,637 Non-current - — 10,261 10,261 Property, plant and equipment - net 79,235 265 79,500 Deferred tax assets - net 16,778 336 17,114 Goodwill 308,345 (113,548 ) 194,797 Other intangible assets - 25,512 77,494 103,006 Other assets - 7,918 (265 ) 7,653 Total assets $ 623,726 $ (24,758 ) $ 598,968 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 23,315 $ (166 ) $ 23,149 Accrued expenses 24,992 565 25,557 Current portion of short and long-term obligations 4,825 — 4,825 Total current liabilities 53,132 399 53,531 Long-term obligations - 163,615 — 163,615 Acquisition contingencies 99,962 (22,799 ) 77,163 Other long-term liabilities 3,065 — 3,065 Deferred revenue 1,535 — 1,535 Total liabilities 321,309 (22,400 ) 298,909 Preferred stock Series A, $ .001 66,272 — 66,272 Stockholders’ equity: Common stock, $ .001 75 — 75 Additional paid-in 495,263 — 495,263 Accumulated other comprehensive loss (7,663 ) — (7,663 ) Accumulated deficit (246,531 ) (2,358 ) (248,889 ) Less treasury stock, 1,250,201 shares, at cost (4,999 ) — (4,999 ) Total stockholders’ equity 236,145 (2,358 ) 233,787 Total liabilities and stockholders’ equity $ 623,726 $ (24,758 ) $ 598,968 Restated Condensed Consolidated Balance Sheets (Unaudited) As of June 30, 2019 As Previously Adjustments As Restated Assets Current Assets: Cash and cash equivalents $ 4,518 $ — $ 4,518 Accounts receivable - 56,163 (623 ) 55,540 Inventories - 127,906 (12,452 ) 115,454 Prepaid and other current assets 8,733 (475 ) 8,258 Total current assets 197,320 (13,550 ) 183,770 Non-current - 20,445 (11,220 ) 9,225 Property, plant and equipment - 79,691 265 79,956 Deferred tax assets - 19,715 515 20,230 Goodwill 271,429 (76,362 ) 195,067 Other intangible assets - 25,269 75,382 100,651 Other assets - 7,542 (265 ) 7,277 Total assets $ 621,411 $ (25,235 ) $ 596,176 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 20,766 $ (166 ) $ 20,600 Accrued expenses 24,668 644 25,312 Current portion of short and long-term obligations 4,744 — 4,744 Total current liabilities 50,178 478 50,656 Long-term obligations - 165,081 — 165,081 Acquisition contingencies 98,372 (22,799 ) 75,573 Other long-term liabilities 2,562 — 2,562 Deferred revenue 325 — 325 Total liabilities 316,518 (22,321 ) 294,197 Preferred stock Series A, $ .001 66,318 — 66,318 Stockholders’ equity: Common stock, $ .001 75 — 75 Additional paid-in 496,596 — 496,596 Accumulated other comprehensive loss (7,268 ) — (7,268 ) Accumulated deficit (245,787 ) (2,914 ) (248,701 ) Less treasury stock, 1,257,949 shares, at cost (5,041 ) — (5,041 ) Total stockholders’ equity 238,575 (2,914 ) 235,661 Total liabilities and stockholders’ equity $ 621,411 $ (25,235 ) $ 596,176 Restated Condensed Consolidated Balance Sheets (Unaudited) As of September 30, 2019 As Previously Adjustments As Restated Assets Current Assets: Cash and cash equivalents $ 2,950 $ — $ 2,950 Accounts receivable - 56,556 (11 ) 56,545 Inventories - 130,913 (12,577 ) 118,336 Prepaid and other current assets 8,631 (475 ) 8,156 Total current assets 199,050 (13,063 ) 185,987 Non-current - 18,345 (9,971 ) 8,374 Property, plant and equipment - 81,206 265 81,471 Deferred tax assets - 20,967 609 21,576 Goodwill 236,547 (41,709 ) 194,838 Other intangible assets - 24,345 73,269 97,614 Other assets - 7,271 (265 ) 7,006 Total assets $ 587,731 $ 9,135 $ 596,866 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 17,800 $ (166 ) $ 17,634 Accrued expenses 31,067 647 31,714 Current portion of short and long-term obligations 2,748 — 2,748 Total current liabilities 51,615 481 52,096 Long-term obligations - 169,137 — 169,137 Acquisition contingencies 63,719 11,854 75,573 Other long-term liabilities 2,271 — 2,271 Deferred revenue 1,134 — 1,134 Total liabilities 287,876 12,335 300,211 Preferred stock Series A, $ .001 66,364 — 66,364 Stockholders’ equity: Common stock, $ .001 75 — 75 Additional paid-in 497,518 — 497,518 Accumulated other comprehensive loss (8,390 ) — (8,390 ) Accumulated deficit (250,639 ) (3,200 ) (253,839 ) Less treasury stock, 1,265,761 shares, at cost (5,073 ) — (5,073 ) Total stockholders’ equity 233,491 (3,200 ) 230,291 Total liabilities and stockholders’ equity $ 587,731 $ 9,135 $ 596,866 Restated Condensed Consolidated Statements of Income (Unaudited) Three Months Ended March 31, 2019 Restatement Historical - Discontinued Continuing As Reported Adjustments As Restated Operations Operations Revenues $ 69,741 $ 280 $ 70,021 $ 45,621 $ 24,400 Costs of processing and distribution 31,737 397 32,134 24,649 7,485 Gross profit 38,004 (117 ) 37,887 20,972 16,915 Expenses: Marketing, general and administrative 31,883 233 32,116 $ 6,495 25,621 Research and development 4,336 — 4,336 — 4,336 Asset impairment and abandonments 15 — 15 — 15 Acquisition and integration expenses 8,957 — 8,957 — 8,957 Total operating expenses 45,191 233 45,424 $ 6,495 38,929 Operating (loss) income (7,187 ) (350 ) (7,537 ) 14,477 (22,014 ) Other (expense) income: Interest expense (1,604 ) — (1,604 ) (1,604 ) — Interest income 131 — 131 — 131 Foreign exchange loss (31 ) — (31 ) (8 ) (23 ) Total other (expense) income—net (1,504 ) — (1,504 ) (1,612 ) 108 Loss from continuing operations before income tax (provision) benefit (8,691 ) (350 ) (9,041 ) — (21,906 ) Income tax (provision) benefit (396 ) 86 (310 ) (4,004 ) 3,694 Loss from continuing operations (9,087 ) (264 ) (9,351 ) (4,004 ) (18,212 ) Income from discontinued operations before income tax provision — — — 12,865 12,865 Income tax provision — — — (4,004 ) (4,004 ) Income from discontinued operations — — — 8,861 8,861 Net loss (9,087 ) (264 ) (9,351 ) — (9,351 ) Convertible preferred dividend — — — — — Net loss applicable to common shares $ (9,087 ) $ (264 ) $ (9,351 ) $ $ (9,351 ) Other comprehensive loss: Unrealized foreign currency translation loss (393 ) — (393 ) — (393 ) Comprehensive loss $ (9,480 ) $ (264 ) $ (9,744 ) $ — $ (9,744 ) Net loss from continuing operations per common share - $ (0.15 ) $ (0.00 ) $ (0.15 ) $ (0.29 ) Net loss from continuing operations per common share - $ (0.15 ) $ (0.00 ) $ (0.15 ) $ (0.29 ) Net income from discontinued operations per common share - $ 0.14 $ 0.14 Net income from discontinued operations per common share - $ 0.14 $ 0.14 Net loss per common share - $ (0.15 ) $ (0.00 ) $ (0.15 ) $ (0.15 ) Net loss per common share - $ (0.15 ) $ (0.00 ) $ (0.15 ) $ (0.15 ) Weighted average shares outstanding - 63,060,939 63,060,939 63,060,939 63,060,939 63,060,939 Weighted average shares outstanding - 63,060,939 63,060,939 63,060,939 63,060,939 63,060,939 Restated Condensed Consolidated Statements of Income (Unaudited) Six Months Ended June 30, 2019 Restatement Historical - Discontinued Continuing As Reported Adjustments As Restated Operations Operations Revenues $ 152,048 $ (473 ) $ 151,575 $ 94,428 $ 57,147 Costs of processing and distribution 69,299 (1,735 ) 67,564 50,460 17,104 Gross profit 82,749 1,262 84,011 43,968 40,043 Expenses: Marketing, general and administrative 70,876 2,348 73,224 12,021 61,203 Research and development 8,204 — 8,204 — 8,204 Gain on acquisition contingency (1,590 ) — (1,590 ) — (1,590 ) Asset impairment and abandonments 15 — 15 — 15 Acquisition and integration expenses 10,910 — 10,910 — 10,910 Total operating expenses 88,415 2,348 90,763 12,021 78,742 Operating (loss) income (5,666 ) (1,086 ) (6,752 ) 31,947 (38,699 ) Other (expense) income: Interest expense (5,239 ) — (5,239 ) (5,239 ) — Interest income 157 — 157 — 157 Foreign exchange loss (50 ) — (50 ) (13 ) (37 ) Total other ( ) income (5,132 ) — (5,132 ) (5,252 ) 120 Loss from continuing operations before income tax benefit (10,798 ) (1,086 ) (11,884 ) — (38,579 ) Income tax benefit (provision) 2,455 266 2,721 (3,643 ) 6,364 Loss from continuing operations (8,343 ) (820 ) (9,163 ) (3,643 ) (32,215 ) Income from discontinued operations before income tax provision — — — 26,695 26,695 Income tax provision — — — (3,643 ) (3,643 ) Income from discontinued operations — — — 23,052 23,052 Net loss (8,343 ) (820 ) (9,163 ) — (9,163 ) Convertible preferred dividend — — — — — Net loss applicable to common shares $ (8,343 ) $ (820 ) $ (9,163 ) — $ (9,163 ) Other comprehensive income: Unrealized foreign currency translation gain 2 — 2 — 2 Comprehensive loss $ (8,341 ) $ (820 ) $ (9,161 ) $ — $ (9,161 ) Net loss from continuing operations per common share - basic $ (0.13 ) $ (0.01 ) $ (0.14 ) $ (0.48 ) Net loss from continuing operations per common share - diluted $ (0.13 ) $ (0.01 ) $ (0.14 ) $ (0.48 ) Net income from discontinued operations per common share - basic $ 0.34 $ 0.34 Net income from discontinued operations per common share - diluted $ 0.34 $ 0.34 Net loss per common share - basic $ (0.13 ) $ (0.01 ) $ (0.14 ) $ (0.14 ) Net loss per common share - diluted $ (0.13 ) $ (0.01 ) $ (0.14 ) $ (0.14 ) Weighted average shares outstanding - basic 67,737,016 67,737,016 67,737,016 67,737,016 67,737,016 Weighted average shares outstanding - diluted 67,737,016 67,737,016 67,737,016 67,737,016 67,737,016 Restated Condensed Consolidated Statements of Income (Unaudited) Nine Months Ended September 30, 2019 Restatement Historical - Discontinued Continuing As Reported Adjustments As Restated Operations Operations Revenues $ 228,177 $ 139 $ 228,316 $ 142,467 $ 85,849 Costs of processing and distribution 103,941 (2,860 ) 101,081 76,370 24,711 Gross profit 124,236 2,999 127,235 66,097 61,138 Expenses: Marketing, general and administrative 107,983 4,464 112,443 16,993 95,450 Research and development 12,475 — 12,475 — 12,475 Gain on acquisition contingency (1,590 ) — (1,590 ) — (1,590 ) Asset impairment and abandonments 19 — 19 — 19 Acquisition and integration expenses 14,119 — 14,119 120 13,999 Total operating expenses 133,006 4,464 137,466 17,113 120,353 Operating (loss) income (8,770 ) (1,465 ) (10,231 ) 48,984 (59,215 ) Other (expense) income: Interest expense (8,957 ) — (8,957 ) (8,957 ) — Interest income 161 — 161 — 161 Loss on extinguishment of debt — — — — — Foreign exchange loss (128 ) — (128 ) (40 ) (88 ) Total other ( ) income (8,924 ) — (8,924 ) (8,997 ) 73 Loss from continuing operations before income tax benefit (provision) (17,694 ) (1,465 ) (19,155 ) — (59,142 ) Income tax benefit (provision) 4,495 359 4,854 (5,101 ) 9,955 Loss from continuing operations (13,199 ) (1,106 ) (14,301 ) (5,101 ) (49,187 ) Income from discontinued operations before income tax provision — — — 39,987 39,987 Income tax provision — — — (5,101 ) (5,101 ) Income from discontinued operations — — — 34,886 34,886 Net loss (13,199 ) (1,106 ) (14,301 ) — (14,301 ) Convertible preferred dividend — — — — — Net loss income applicable to common shares $ (13,199 ) $ (1,106 ) $ (14,301 ) — $ (14,301 ) Other comprehensive loss: Unrealized foreign currency translation loss (1,120 ) — (1,120 ) — (1,120 ) Comprehensive loss $ (14,319 ) $ (1,106 ) $ (15,421 ) $ — $ (15,421 ) Net loss from continuing operations per common share - basic $ (0.19 ) $ (0.02 ) $ (0.21 ) $ (0.71 ) Net loss from continuing operations per common share - diluted $ (0.19 ) $ (0.02 ) $ (0.21 ) $ (0.71 ) Net income from discontinued operations per common share - basic $ 0.50 $ 0.50 Net income from discontinued operations per common share - diluted $ 0.50 $ 0.50 Net loss per common share - basic $ (0.19 ) $ (0.02 ) $ (0.21 ) $ (0.21 ) Net loss per common share - diluted $ (0.19 ) $ (0.02 ) $ (0.21 ) $ (0.21 ) Weighted average shares outstanding - basic 69,340,006 69,340,006 69,340,006 69,340,006 69,340,006 Weighted average shares outstanding - diluted 69,340,006 69,340,006 69,340,006 69,340,006 69,340,006 Restated Condensed Consolidated Statements of Income (Unaudited) Three Months Ended June 30, 2019 Restatement Historical - Discontinued Continuing As Reported Adjustments As Restated Operations Operations Revenues $ 82,307 $ (753 ) $ 81,554 $ 48,807 $ 32,747 Costs of processing and distribution 37,562 (2,132 ) 35,430 25,811 9,619 Gross profit 44,745 1,379 46,124 22,996 23,128 Expenses: Marketing, general and administrative 38,993 2,115 41,108 5,526 35,582 Research and development 3,868 — 3,868 — 3,868 Gain on acquisition contingency (1,590 ) — (1,590 ) — (1,590 ) Acquisition and integration expenses 1,953 — 1,953 — 1,953 Total operating expenses 43,224 2,115 45,339 5,526 39,813 Operating income (loss) 1,521 (736 ) 785 17,470 (16,685 ) Other (expense) income: Interest expense (3,635 ) — (3,635 ) (3,635 ) — Interest income 26 — 26 — 26 Foreign exchange loss (19 ) — (19 ) (5 ) (14 ) Total other ( ) income (3,628 ) — (3,628 ) (3,640 ) 12 Loss from continuing operations before income tax (2,107 ) (736 ) (2,843 ) — (16,673 ) Income tax benefit 2,851 180 3,031 361 2,670 Income (loss) from continuing operations 744 (556 ) 188 361 (14,003 ) Income from discontinued operations before income tax benefit — — — 13,830 13,830 Income tax benefit — — — 361 361 Income from discontinued operations — — — 14,191 14,191 Net income (loss) 744 (556 ) 188 — 188 Net income (loss) applicable to common shares $ 744 $ (556 ) $ 188 — $ 188 Other comprehensive income: Unrealized foreign currency translation gain 395 — 395 — 395 Comprehensive income (loss) $ 1,139 $ (556 ) $ 583 $ — $ 583 Net income ( ) $ 0.01 $ (0.01 ) $ 0.00 $ (0.19 ) Net income ( ) $ 0.01 $ (0.01 ) $ 0.00 $ (0.16 ) Net income from discontinued operations per common share - basic $ 0.19 $ 0.19 Net income from discontinued operations per common share - diluted $ 0.16 $ 0.16 Net income $ 0.01 $ (0.01 ) $ 0.00 $ 0.00 Net income $ 0.01 $ (0.01 ) $ 0.00 $ 0.00 Weighted average shares outstanding - basic 72,283,451 72,283,451 72,283,451 72,283,451 72,283,451 Weighted average shares outstanding - dilute d 88,510,512 88,510,512 88,510,512 88,510,512 88,510,512 Restated Condensed Consolidated Statements of Income (Unaudited) Three Months Ended September 30, 2019 Restatement Historical - Discontinued Continuing As Reported Adjustments As Restated Operations Operations Revenues $ 76,129 $ 612 $ 76,741 $ 48,039 $ 28,702 Costs of processing and distribution 34,642 (1,125 ) 33,517 25,910 7,607 Gross profit 41,487 1,737 43,224 22,129 21,095 Expenses: Marketing, general and administrative 37,103 2,116 39,219 4,972 34,247 Research and development 4,271 — 4,271 — 4,271 Asset impairment and abandonments 4 — 4 — 4 Acquisition and integration expenses 3,209 — 3,209 120 3,089 Total operating expenses 44,587 2,116 46,703 5,092 41,611 Operating (loss) income (3,100 ) (379 ) (3,479 ) 17,037 (20,516 ) Other (expense) income: Interest expense (3,718 ) — (3,718 ) (3,718 ) — Interest income 4 — 4 — 4 Foreign exchange loss (78 ) — (78 ) (27 ) (51 ) Total other expense - net (3,792 ) — (3,792 ) (3,745 ) (47 ) Loss from continuing operations before income tax benefit (provision) (6,892 ) (379 ) (7,271 ) — (20,563 ) Income tax benefit (provision) 2,040 93 2,133 (1,458 ) 3,591 Loss from continuing operations (4,852 ) (286 ) (5,138 ) (1,458 ) (16,972 ) Income from discontinued operations before income tax provision — — — 13,292 13,292 Income tax provision — — — (1,458 ) (1,458 ) Income from discontinued operations — — — 11,834 11,834 Net loss (4,852 ) (286 ) (5,138 ) — (5,138 ) Convertible preferred dividend — — — — — Net loss applicable to common shares $ (4,852 ) $ (286 ) $ (5,138 ) — $ (5,138 ) Other comprehensive loss: Unrealized foreign currency translation loss (1,122 ) — (1,122 ) — (1,122 ) Comprehensive loss $ (5,974 ) $ (286 ) $ (6,260 ) $ — $ (6,260 ) Net loss from continuing operations per common share - basic $ (0.07 ) $ (0.00 ) $ (0.07 ) $ (0.23 ) Net loss from continuing operations per common share - diluted $ (0.07 ) $ (0.00 ) $ (0.07 ) $ (0.23 ) Net income from discontinued operations per common share - basic $ 0.16 $ 0.16 Net income from discontinued operations per common share - diluted $ 0.16 $ 0.16 Net loss per common share - basic $ (0.07 ) $ (0.00 ) $ (0.07 ) $ (0.07 ) Net loss per common share - diluted $ (0.07 ) $ (0.00 ) $ (0.07 ) $ (0.07 ) Weighted average shares outstanding - basic 72,472,591 72,472,591 72,472,591 72,472,591 72,472,591 Weighted average shares outstanding - diluted 72,472,591 72,472,591 72,472,591 72,472,591 72,472,591 Restated Condensed Consolidated Statement of Cash Flows (Unaudited) For the Three Months Ended March 31, 2019 As Previously Restatement Reported Adjustments As Restated Cash flows from operating activities: Net loss $ (9,087 ) $ (264 ) $ (9,351 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization expense 3,696 704 4,400 Provision for bad debts and product returns 233 — 233 Provision for inventory write-downs 1,530 — 1,530 Revenue recognized due to change in deferred revenue (1,292 ) — (1,292 ) Deferred income tax benefit 470 (86 ) 384 Stock-based compensation 1,163 — 1,163 Other 197 — 197 Change in assets and liabilities: Accounts receivable (2,422 ) (295 ) (2,717 ) Inventories (2,742 ) 552 (2,190 ) Accounts payable (7,253 ) (76 ) (7,329 ) Accrued expenses (1,585 ) (489 ) (2,074 ) Deferred revenue 2,000 — 2,000 Other operating assets and liabilities (593 ) 82 (511 ) Net cash (used in) provided by operating activities (15,685 ) 128 (15,557 ) Cash flows from investing activities: Purchases of property, plant and equipment (3,477 ) — (3,477 ) Patent and acquired intangible asset costs (328 ) — (328 ) Acquisition of Paradigm Spine (99,921 ) — (99,921 ) Net cash used in investing activities (103,726 ) — (103,726 ) Cash flows from financing activities: Proceeds from exercise of common stock options 284 — 284 Proceeds from long-term obligations 115,000 — 115,000 Payments of debt issuance costs (729 ) — (729 ) Payments for treasury stock — (128 ) (128 ) Net cash provided by (used in) financing activities 114,555 (128 ) 114,427 Effect of exchange rate changes on cash and cash equivalents (50 ) — (50 ) Net decrease in cash and cash equivalents (4,906 ) — (4,906 ) Cash and cash equivalents, beginning of period 10,949 — 10,949 Cash and cash equivalents, end of period $ 6,043 $ — $ 6,043 Supplemental cash flow disclosure: Cash paid for interest $ 557 $ — $ 557 Income tax refunds, net of payments (635 ) — (635 ) Non-cash 502 — 502 Non-cash 60,730 — 60,730 Non-cash 60,730 — 60,730 Restated Condensed Consolidated Statement of Cash Flows (Unaudited) For the Six Months Ended June 30, 2019 As Previously Restatement Reported Adjustments As Restated Cash flows from operating activities: Net loss $ (8,343 ) $ (820 ) $ (9,163 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization expense 7,491 2,817 10,308 Provision for bad debts and product returns 899 — 899 Provision for inventory write-downs 3,274 — 3,274 Revenue recognized due to change in deferred revenue (2,585 ) — (2,585 ) Deferred income tax benefit (2,703 ) (266 ) (2,969 ) Stock-based compensation 2,430 — 2,430 Gain on acquisition contingency (1,590 ) — (1,590 ) Paid in kind interest expense 1,473 — 1,473 Other 877 — 877 Change in assets and liabilities: Accounts receivable (3,509 ) 368 (3,141 ) Inventories (1,078 ) (1,580 ) (2,658 ) Accounts payable (9,675 ) (76 ) (9,751 ) Accrued expenses (2,217 ) (366 ) (2,583 ) Deferred revenue 2,000 — 2,000 Other operating assets and liabilities 145 95 240 Net cash (used in) provided by operating activities (13,111 ) 172 (12,939 ) Cash flows from investing activities: Purchases of property, plant and equipment (6,912 ) — (6,912 ) Patent and acquired intangible asset costs (1,126 ) — (1,126 ) Acquisition of Paradigm Spine (99,921 ) — (99,921 ) Net cash used in investing activities (107,959 ) — (107,959 ) Cash flows from financing activities: Proceeds from exercise of common stock options 395 — 395 Proceeds from long-term obligations 115,000 — 115,000 Payments of debt issuance costs (729 ) — (729 ) Payments for treasury stock — (172 ) (172 ) Net cash provided by (used in) financing activities 114,666 (172 ) 114,494 Effect of exchange rate changes on cash and cash equivalents (27 ) — (27 ) Net decrease in cash and cash equivalents (6,431 ) — (6,431 ) Cash and cash equivalents, beginning of period 10,949 — 10,949 Cash and cash equivalents, end of period $ 4,518 $ — $ 4,518 Supplemental cash flow disclosure: Cash paid for interest $ 2,732 $ — $ 2,732 Income tax refunds, net of payments 1,982 — 1,982 Non-cash 456 — 456 Non-cash 60,730 — 60,730 Non-cash 60,730 — 60,730 Restated Condensed Consolidated Statement of Cash Flows (Unaudited) For the Nine Months Ended September 30, 2019 As Previously Restatement Reported Adjustments As Restated Cash flows from operating activities: Net loss $ (13,195 ) $ (1,106 ) $ (14,301 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization expense 11,413 4,929 16,342 Provision for bad debts and product returns 1,050 — 1,050 Provision for inventory write-downs 5,482 — 5,482 Revenue recognized due to change in deferred revenue (3,772 ) — (3,772 ) Deferred income tax benefit (4,229 ) (359 ) (4,588 ) Stock-based compensation 3,399 — 3,399 Gain on acquisition contingency (1,590 ) — (1,590 ) Paid in kind interest expense 2,948 — 2,948 Other 1,069 — 1,069 Change in assets and liabilities: Accounts receivable (4,278 ) (244 ) (4,522 ) Inventories (4,904 ) (2,705 ) (7,609 ) Accounts payable (12,608 ) (76 ) (12,684 ) Accrued expenses 4,329 (331 ) 3,998 Deferred revenue 2,000 — 2,000 Other operating assets and liabilities 177 96 273 Net cash (used in) provided by operating activities (12,709 ) 204 (12,505 ) Cash flows from investing activities: Purchases of property, plant and equipment (10,882 ) — (10,882 ) Patent and acquired intangible asset costs (1,786 ) — (1,786 ) Acquisition of Paradigm Spine (99,692 ) — (99,692 ) Net cash used in investing activities (112,360 ) — (112,360 ) Cash flows from financing activities: Proceeds from exercise of common stock options 395 — 395 Proceeds from long-term obligations 118,000 — 118,000 Payments of debt issuance costs (729 ) — (729 ) Payments on long-term obligations (500 ) — (500 ) Payments for treasury stock — (204 ) (204 ) Net cash provided by (used in) financing activities 117,166 (204 ) 116,962 Effect of exchange rate changes on cash and cash equivalents (96 ) — (96 ) Net decrease in cash and cash equivalents (7,999 ) — (7,999 ) Cash and cash equivalents, beginning of period 10,949 — 10,949 Cash and cash equivalents, end of period $ 2,950 $ — $ 2,950 Supplemental cash flow disclosure: Cash paid for interest $ 4,941 $ — $ 4,941 Income tax refunds, net of payments 1,982 — 1,982 Non-cash 817 — 817 Non-cash 60,730 — 60,730 Non-cash 60,730 — 60,730 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SURGALIGN HOLDINGS, INC. AND SUBSIDIARIES (FORMERLY KNOWN AS RTI SURGICAL HOLDINGS, INC.) Schedule II Valuation and Qualifying Accounts Years Ended December 31, 2019, 2018 and 2017 (Dollars in thousands) Balance at Charged to Deductions- Balance at Beginning of Costs and Write-offs, End of Description Period Expenses Payments Period For the year ended December 31, 2019: Allowance for doubtful accounts $ 1,865 $ 2,541 $ (397 ) $ 4,803 Allowance for product returns 478 — 372 106 Allowance for excess and obsolescence 6,092 2,218 2,748 5,562 Deferred tax asset valuation allowance 3,093 45,022 — 48,115 For the year ended December 31, 2018: Allowance for doubtful accounts $ 1,185 $ 827 $ 147 $ 1,865 Allowance for product returns 441 37 — 478 Allowance for excess and obsolescence 3,293 7,980 5,181 6,092 Deferred tax asset valuation allowance 1,529 2,368 804 3,093 For the year ended December 31, 2017: Allowance for doubtful accounts $ 1,127 $ 155 $ 97 $ 1,185 Allowance for product returns 326 115 — 441 Allowance for excess and obsolescence 3,595 911 1,213 3,293 Deferred tax asset valuation allowance 469 1,060 — 1,529 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation RTIDS is a taxable not-for-profit TMI and RTIDS have been recast into discontinued operations, as these entities were sold in the sale of the OEM Businesses . |
Use of Estimates | Use of Estimates |
Foreign Currency Translation | Foreign Currency Translation |
Fair Value of Financial Instruments | Fair Value of Financial Instruments statements |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable Allowances | Accounts Receivable Allowances |
Inventories | Inventories d first-in, first-out Inventory is evaluated for obsolescence and excess quantities by analyzing inventory levels, historical loss trends, expected product lives, product at risk of expiration, sales levels by product and projections of future sales. |
Property, Plant and Equipment | Property, Plant and Equipment Depreciation is computed on the straight-line method over the following estimated useful lives of the assets: Buildings 25 to 40 years Building improvements and leasehold improvements 8 to 40 years Processing equipment 7 to 10 years Office equipment, furniture and fixtures 5 to 7 years Computer hardware and software 3 to 7 years Surgical instruments 3 to 5 years |
Debt Issuance Costs | Debt Issuance Costs— |
Long-Lived Assets | Long-Lived Assets |
Goodwill | Goodwill —Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets (“ASC 350”) requires companies to test goodwill for impairment on an annual basis at the reporting unit level (or an interim basis if an event occurs that might reduce the fair value of a reporting unit below its carrying value). The annual impairment test is performed at each year- end unless indicators of impairment are present and require more frequent testing. In December 2019, we changed our reporting structure, as we adopted new segment reporting, which we concluded resulted in reporting units, Global Spine (“Spine”) and Global OEM (“OEM”). With the change in reporting units we performed the annual impairment test prior to the change, on our previous reporting unit, and then performed the annual impairment test after the change on the two reporting units. Subsequent to the sale of the OEM Businesses , we have one reporting unit : Spine . Goodwill is tested for impairment by comparing the fair value of the reporting unit to its carrying amount, including goodwill. Prior to 2019, in concluding as to fair value of the reporting unit for purposes of testing goodwill, an income approach and a market approach were utilized. The conclusion from these two approaches were weighted equally and then adjusted to incorporate a control premium or acquisition premium that reflects the additional amount a buyer is willing to pay for elements of control and for a premium that reflects the buyer’s perception of its ability to add value through synergies. In 2019, since the cash flows were negative over the forecast period for the Spine reporting unit, a cost approach was used to determine the fair value of the Spine reporting unit. For the OEM reporting unit, we weighted the income approach 75% and the market approach 25%. We have chosen the weightings because the income approach more fully captures the company specific factors that would not be directly captured in the market approach, as there are no pure publicly traded comparable companies. The income approach employs a discounted cash flow model that considers: 1) assumptions that marketplace participants would use in their estimates of fair value, including the cash flow period, terminal values based on a terminal growth rate and the discount rate; 2) current period actual results; and 3) projected results for future periods that have been prepared and approved by senior management of the Company. The market approach employs market multiples from guideline public companies operating in our industry. Estimates of fair value are derived by applying multiples based on revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) adjusted for size and performance metrics relative to peer companies. The cost approach considers the replacement cost adjusted for certain factors. Certain balance sheet items were adjusted to fair value before being utilized in estimating the value of the reporting unit under the cost approach, including inventory, property, plant and equipment, right of use assets, and other intangible assets. All three approaches used in the analysis have a degree of uncertainty. Potential events or changes in circumstances which could impact the key assumptions used in our goodwill impairment evaluation are as follows: • Change in peer group or performance of peer group companies • Change in the Company’s markets and estimates of future operating performance • Change in the Company’s estimated market cost of capital • Change in implied control premiums related to acquisitions in the medical device industry |
Other Intangible Assets | Other Intangible Assets As of December 31, 2019, the Company concluded, through the ASC 360 , Property, Plant and Equipment valuation testing, that factors existed indicating that finite-lived intangible assets were impaired. The factors included a change made to the internal organization of the Company in the fourth quarter of 2019. The organizational change resulted in the creation of a new Spine asset group. Prior to the fourth quarter of 2019, the Spine asset group did not exist as the related assets were included in another asset group as it had interdependencies among the utilization of the assets within the group, and therefore, there were no discrete cash flows. The asset group representing the Spine asset group could not support the carrying amount of the finite-lived intangible assets, because the Spine asset group no longer has the benefit of shared resources and cashflows generated by the former asset group that it was previously included in. Thus, we tested the $85,096 carrying amount of intangible assets in the Spine asset group for impairment on December 31, 2019. As a result, for the year ended December 31, 2019, we recorded an impairment charge for all of the finite-lived intangible assets within Spine asset group, totaling $85,096. Subsequent to the sale of the OEM Businesses , we have one asset group : Spine . |
Revenue Recognition | Revenue Recognition The Company permits returns of implants in accordance with the terms of contractual agreements with customers if the implant is returned in a timely manner, in unopened packaging, and from the normal channels of distribution. Allowances for returns are provided based upon analysis of the Company’s historical patterns of returns matched against the revenues from which they originated. The Company records estimated implant returns, discounts, rebates and other distribution incentives as a reduction of revenue in the same period revenue is recognized. Estimates of implant returns are recorded for anticipated implant returns based on historical distributions and returns information. Estimates of discounts, rebates and other distribution incentives are recorded based on contractual terms, historical experience and trend analysis. Other revenues, which are predominantly in the discontinued operations, consist of service processing, tissue recovery fees, biomedical laboratory fees, shipping fees, distribution of reproductions of our allografts to distributors for demonstration purposes and restocking fees which is included in revenues. |
Stock-Based Compensation Plans | Stock-Based Compensation Plans accordance Accounting for Stock Compensation pre-vesting |
Research and Development Costs | Research and Development Costs |
Income Taxes | Income Taxes year-end |
Treasury Stock | Treasury Stock |
Earnings Per Share | Earnings Per Share earnings computed using weighted common during incremental shares issuable upon the assumed exercise reconciliation Year Ended December 31, 2019 2018 2017 Weighted average basic shares 70,150,492 61,031,265 57,678,360 Effect of dilutive securities: Stock options — — 915,664 RSA and RSU — — 484,117 Weighted average diluted shares 70,150,492 61,031,265 59,078,141 Options to purchase 4,536,461 shares of common dilutive Options to purchase 4,275,744 shares of common stock at prices ranging from $2.69 to $5.23 per share which were outstanding as of December 31, 2018, were not included in the computation of diluted EPS because Options to purchase 4,662,037 shares of common stock at prices ranging from $2.69 to $8.20 per share which were outstanding as of December 31, 2017, were included in the computation of diluted EPS because dilutive shares are factored into the calculation of EPS when income applicable to common shares is reported. For the years ended December 31, 2019, and 2018, 50,000 shares of convertible preferred stock or 15,152,761 of converted common stock and accrued but unpaid dividends were anti-dilutive on an as - if income |
Recently Issued and Adopted Accounting Standards | Financial Instruments No. 2019-05 Financial Instruments—Credit Losses (Topic 326) 2016-13 825-10, instrument-by-instrument 326-20, held-to-maturity 2019-05 2016-13 In April 2019, the FASB issued ASU No. 2019-04 Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments 2016-01 Financial Instruments—Overall (Subtopic 825-10): 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, 2017-12 Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, 2016-13 2016-13 2019-04. 2017-12 2016-01 financial statements. I n No. 2016-13, Financial Instruments—Credit Losses . ASU 2016-13 estimating held-to-maturity debt securities, and net investments in direct financing leases, amongst other financial instruments. ASU 2016-13 also modifies the impairment model for available-for-sale debt securities and expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for losses. ASU 2016-13 is effective for periods beginning after December 15, 2019. Retrospective adjustments shall be applied through a cumulative-effect adjustment to retained earnings. The Company does not expect the adoption to have a material impact on the consolidated financial statements. Fair Value Measurement 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” 2018-13 2018-13 Leases 2016-02, Leases 2016-02 right-of-use 12 months Effective January 1, 2019, the Company adopted Topic 842 using the optional transition method which allowed us to continue to apply Topic 840 in the comparative periods presented. In addition, the Company elected the package of practical expedients, which allowed us to not reassess whether any existing contracts contain a lease, to not reassess historical lease classification as operating or finance leases, and to not reassess initial direct costs. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. The Company has also elected the practical expedient allowing us to not separate the lease and non-lease , of which, $783 and $783 are included in discontinued operations, respectively, Revenue from Contracts with Customers . |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Assets | Depreciation is computed on the straight-line method over the following estimated useful lives of the assets: Buildings 25 to 40 years Building improvements and leasehold improvements 8 to 40 years Processing equipment 7 to 10 years Office equipment, furniture and fixtures 5 to 7 years Computer hardware and software 3 to 7 years Surgical instruments 3 to 5 years |
Reconciliation of Common Shares used in Calculation of Basic and Diluted EPS | A reconciliation Year Ended December 31, 2019 2018 2017 Weighted average basic shares 70,150,492 61,031,265 57,678,360 Effect of dilutive securities: Stock options — — 915,664 RSA and RSU — — 484,117 Weighted average diluted shares 70,150,492 61,031,265 59,078,141 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Operating Leases | The components of operating lease expense were as follows: For the Year Ended Operating lease cost $ 1,108 Short-term operating lease cost 36 Total operating lease cost 1,144 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to operating leases was as follows: For the Year Ended Cash paid for amounts included in the measurement of lease liabilities $ 1,007 ROU assets obtained in exchange for lease obligations 103 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to operating leases was as follows: Balance Sheet Classification Balance at Assets: Right-of-use Other assets - net $ 1,903 Liabilities: Current Accrued expenses $ 967 Noncurrent Other long-term liabilities 1,487 Total operating lease liabilities $ 2,454 |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows: Maturity of Operating Lease Liabilities Balance at 2020 $ 1,064 2021 509 2022 216 2023 160 2024 159 2025 and beyond 716 Total future minimum lease payments 2,824 Less imputed interest (370 ) Total operating lease liabilities $ 2,454 |
Future Minimum Lease Commitments Under Non-Cancelable Operating Leases Prior to Adoption of ASC 842 | As previously disclosed in our 2018 Annual Report on Form 10-K/A, Maturity of Operating Lease Liabilities Balance at 2019 $ 523 2020 394 2021 277 2022 162 2023 166 2024 and beyond 882 Total future minimum lease payments $ 2,404 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Calculation of Gain of CT Business Divestiture | The following table presents the assets and liabilities of the discontinued operations: December 31, 2019 2018 Carrying amounts of the major classes of assets included in discontinued operations: Accounts receivable - net $ 36,072 $ 31,315 Inventories - net 99,575 88,600 Prepaid and other current assets 2,735 3,192 Total current assets 138,382 123,107 Property, plant and equipment - net 69,102 66,533 Deferred tax assets - net — 3,989 Goodwill 55,384 55,384 Other intangible assets - net 10,492 12,053 Other assets - net 873 629 Total noncurrent assets 135,851 138,588 Total assets of discontinued operations $ 274,233 $ 261,695 Carrying amounts of the major classes of liabilities included in discontinued operations: Accounts payable $ 19,890 $ 18,664 Accrued expenses 17,814 12,836 Current portion of deferred revenue 2,748 4,908 Current portion of long-term obligations 174,177 — Total current liabilities 214,629 36,408 Long-term obligations - less current portion — 49,073 Other long-term liabilities 285 194 Deferred revenue — 744 Total noncurrent liabilities 285 50,011 Total liabilities of discontinued operations $ 214,914 $ 86,419 The following table presents the financial results of the discontinued operations: Year Ended December 31, 2019 2018 2017 Major classes of line items constituting net income from discontinued operations: Revenues $ 190,961 $ 188,250 $ 190,068 Costs of processing and distribution 104,482 107,126 100,836 Gross profit 86,479 81,124 89,232 Expenses: Marketing, general and administrative 22,279 21,572 24,219 Severance and restructuring costs 2,035 3,494 Asset impairment and abandonments — — 3,592 Acquisition and integration expenses 3,160 15 — Cardiothoracic closure business divestiture contingency consideration — (3,000 ) — Gain on cardiothoracic closure business divestiture — — (34,090 ) Total operating expenses (income) 25,439 20,622 (2,785 ) Operating income 61,040 60,502 92,017 Other (expense) income: Interest expense (12,571 ) (2,771 ) (3,180 ) Loss on extinguishment of debt — (309 ) — Foreign exchange (loss) gain (17 ) (5 ) 49 Total other expense - (12,588 ) (3,085 ) (3,131 ) Income from operations of discontinued operations 48,452 57,417 88,886 Income tax provision (11,316 ) (10,891 ) (37,576 ) Net income from discontinued operations $ 37,136 $ 46,526 $ 51,310 Total operating and investing cash flows of discontinued operations for the years ended December 31, 2019, 2018 and 2017 are comprised of the following, which exclude the effect of income taxes: Year Ended December 31, 2019 2018 2017 Significant operating non-cash Depreciation and amortization expense $ 4,466 $ 5,120 $ 5,770 Provision for bad debts and product returns $ 101 $ 857 $ 676 Provision for inventory write-downs $ 6,340 $ 7,142 $ 4,155 Revenue recognized due to change in deferred revenue $ (4,906 ) $ (4,958 ) $ (4,744 ) Deferred income tax (benefit) provision $ (3,989 ) $ 3,682 $ 307 Stock-based compensation $ 540 $ 374 $ 154 Paid in kind interest expense $ 4,408 $ — $ — Cardiothoracic closure business divestiture contingency consideration $ — $ (3,000 ) $ (34,090 ) Significant investing items: Purchases of property, plant and equipment $ (6,866 ) $ (6,200 ) $ (6,161 ) Patent and acquired intangible asset costs $ (578 ) $ (1,028 ) $ (215 ) Proceeds from cardiothoracic closure business divestiture $ — $ 3,000 $ 51,000 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Total Revenue by Region | The following table presents revenues by geographical region for the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 December 31, 2018 December 31, 2017 Revenues: Domestic $ 97,703 $ 78,580 $ 77,590 International 19,720 13,532 12,691 Total revenues from contracts with customers $ 117,423 $ 92,112 $ 90,281 |
Acquisition of Paradigm Spine_2
Acquisition of Paradigm Spine, LLC (Tables) - Paradigm Spine [Member] | 12 Months Ended |
Dec. 31, 2019 | |
Acquisition Purchase Price | The purchase price was comprised as follows: Cash proceeds from second lien credit agreement $ 100,000 Fair market value of securities issued 60,730 Fair market value of contingent earnout 72,177 Total purchase price $ 232,907 |
Summary of Changes to Fair Value of Acquired Assets and Liabilities | The table below represents the final allocation of the total purchase price to Paradigm’s tangible and intangible assets and liabilities fair values as of March 8, 2019. Balance at Cash $ 307 Accounts receivable 5,220 Inventories 17,647 Other current assets 934 Property, plant and equipment 379 Other non-current 1,079 Current liabilities (6,169 ) Lease liabilities (1,079 ) Net tangible assets acquired 18,318 Other intangible assets 79,000 Goodwill 135,589 Total net assets acquired $ 232,907 |
Pro Forma Information of Operations | The following unaudited pro forma information shows the results of the Paradigm’s operations as though the acquisition had occurred as of the beginning of the prior comparable period, January 1, 2018: For the Year Ended 2019 2018 Revenues $ 37,374 $ 40,810 Net loss (16,547 ) (42,550 ) |
Acquisition of Zyga Technolog_2
Acquisition of Zyga Technology, Inc (Tables) - Zyga Technology Inc [Member] | 12 Months Ended |
Dec. 31, 2019 | |
Acquisition Purchase Price | The purchase price was financed as follows: Cash proceeds from revolving credit facility $ 18,000 Cash from RTI Surgical 3,000 Total purchase price $ 21,000 |
Summary of Final Allocation of Total Consideration to Tangible and Intangible Assets and Liabilities | The table below represents the final allocation of the total consideration to Zyga’s tangible and intangible assets and liabilities fair values as of January 4, 2018. Inventories $ 1,099 Accounts receivable 573 Other current assets 53 Property, plant and equipment 151 Other assets 26 Deferred tax assets 4,715 Current liabilities (947 ) Acquisition contingencies (4,986 ) Net tangible assets acquired 684 Other intangible assets 6,760 Goodwill 13,556 Total net assets acquired $ 21,000 |
Pro Forma Information of Operations | The following unaudited pro forma information shows the results of the Zyga’s operations as though the acquisition had occurred as of the beginning of the prior comparable period, January 1, 2018. For the Year Ended Revenues $ 4,809 Net loss (2,640 ) The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the acquisition taken place as of the beginning of the periods presented, or the results that may occur in the future. |
Cardiothoracic Closure Busine_2
Cardiothoracic Closure Business Divestiture (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of CT Business divestiture | The calculation of the gain on the CT Business divestiture is as follows and is included in discontinued operations: Proceeds from cardiothoracic closure business divestiture $ 51,000 Inventories—net (2,893 ) Property, plant and equipment—net (1,299 ) Goodwill (8,645 ) Other intangible assets—net (280 ) Cardiothoracic closure business divestiture expenses (3,793 ) Gain on cardiothoracic closure business divestiture $ 34,090 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stock Options Outstanding, Exercisable and Available for Grant | Stock options outstanding, exercisable and available for grant at December 31, 2019, are summarized as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2019 4,275,744 $ 3.76 Granted 584,297 3.85 Exercised (118,500 ) 3.34 Forfeited or expired (205,080 ) 4.46 Outstanding at December 31, 2019 4,536,461 $ 3.75 4.01 $ 124 Vested or expected to vest at December 31, 2019 4,301,432 $ 3.73 3.81 $ 97 Exercisable at December 31, 2019 1,085,814 $ 4.10 2.68 $ 3 Available for grant at December 31, 2019 4,186,650 |
Other Information Concerning Stock Options | Other information concerning stock options are as follows: For the Year Ended 2019 2018 2017 Weighted average fair value of stock options granted $ 1.56 $ 2.05 $ 1.66 Aggregate intrinsic value of stock options exercised 161 349 2,786 |
Schedule of Weighted-Average Assumptions Used to Determine Fair Value of Options | The following weighted-average assumptions were used to determine the fair value of stock options under ASC 718: Year Ended December 31, 2019 2018 2017 Expected term (years) 6.50 6.50 6.50 Risk free interest rate 2.54 % 2.75 % 2.26 % Volatility factor 37.73 % 43.74 % 47.39 % Dividend yield — — — |
Unvested Restricted Stock Awards | The following table summarizes information about unvested restricted stock awards as of December 31, 2019: Number of Weighted Grant Date Unvested at January 1, 2019 1,032,715 $ 4.32 792,803 4.38 (516,491 ) 4.27 Forfeited (81,169 ) 4.86 Unvested at December 31, 2019 1,227,858 $ 4.34 |
Stock-Based Compensation Recognized | For the years ended December 31, 2019, 2018 and 2017, the Company recognized stock-based compensation as follows: Year Ended December 31, 2019 2018 2017 Stock-based compensation: Costs of processing and distribution $ 144 $ 132 $ 132 Marketing, general and administrative 3,623 4,179 6,432 Research and development 60 60 44 Total $ 3,827 $ 4,371 $ 6,608 |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and Other Current Assets are as follows: December 31, 2019 2018 Income tax receivable $ 2,785 $ 3,902 Prepaid expenses 996 855 Other 253 464 $ 4,034 $ 5,221 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Plant and Equipment | Property, plant and equipment are as follows: December 31, 2019 2018 Land $ $ Buildings and improvements — 77 Processing equipment 110 121 Surgical instruments 541 24,070 Office equipment, furniture and fixtures 122 597 Computer equipment and software 16 37 Construction in process — 57 789 24,959 Less accumulated depreciation — (13,538 ) $ 789 $ 11,421 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in the carrying amount of goodwill for the year ended December is as follows: Year Ended December 31, 2019 2018 Balance at January 1 $ 4,414 $ 3,413 Goodwill additions related to acquisitions 135,589 1,001 Goodwill impairment (140,003 ) — Balance at December 31 $ — $ 4,414 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Other Intangible Assets | Other intangible assets are as follows: December 31, 2018 Gross Accumulated Net Patents $ 10,486 $ 2,046 $ 8,440 Acquired licensing rights 9,806 5,571 4,235 Marketing and procurement intangible assets 3,817 2,988 829 Total $ 24,109 $ 10,605 $ 13,504 |
Fair Value Information (Tables)
Fair Value Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Impairments of Long-Lived Assets and Related Post Impairment Fair Values | The following table summarizes impairments of long-lived assets and the related post impairment fair values of the corresponding assets for the years ended December 31, 2019 and 2018: Year Ended December 31, 2019 Impairment Fair Value Property, plant and equipment - net $ 11,655 $ — Other intangible assets - net 85,096 — Other assets - net 201 — $ 96,952 $ — Year Ended December 31, 2018 Impairment Fair Value Property, plant and equipment - net $ 1,797 $ — Other intangible assets - net 2,718 — $ 4,515 $ — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Accrued Expenses | Accrued expenses are as follows: December 31, 2019 2018 Accrued compensation $ 2,911 $ 4,439 Accrued severance and restructuring costs 136 908 Accrued distributor commissions 4,325 3,119 Accrued business development expenses 2,555 — Accrued leases 967 — Other 4,205 4,563 $ 15,099 $ 13,029 |
Short and Long-Term Obligatio_2
Short and Long-Term Obligations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Short and Long-Term Obligations | December 31, 2019 2018 Ares Term L $ 104,406 $ — JPM F 71,000 50,000 Less unamortized debt issuance costs (1,229 ) (927 ) Total 174,177 49,073 Less current portion 174,177 — Long-term portion $ — $ 49,073 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of Pre-Tax Income | The Company’s pre-tax e Year Ended December 31, 2019 2018 2017 Pre-tax Domestic (U.S., state and local) $ (242,896 ) $ (64,808 ) $ (62,631 ) Foreign 39 — — Total pre-tax $ (242,857 ) $ (64,808 ) $ (62,631 ) |
Schedule of Income Tax Benefit (Provision) | The Company’s income tax benefit (provision) consists of the following components: Year Ended December 31, 2019 2018 2017 Current: Federal $ 312 $ 398 $ (804 ) State (89 ) (40 ) (34 ) International (138 ) — — Total current 85 358 (838 ) Deferred: Federal (2,456 ) 11,232 17,782 State (169 ) (419 ) 1,283 International (3,381 ) 3,988 — Total deferred (6,006 ) 14,801 19,065 Total income tax benefit (provision) $ (5,921 ) $ 15,159 $ 18,227 |
Schedule of Deferred Tax Assets and Liabilities | The Company’s deferred tax assets and liabilities consists of the following components: December 31, 2019 December 31, 2018 Deferred Income Tax Deferred Income Tax Assets Liabilities Assets Liabilities Accounts receivable $ 1,184 $ — $ 513 $ — Accrued liabilities 3,418 — 2,118 — Deferred compensation 1,526 — 1,372 — Fixed assets and intangibles 16,119 — — (5,859 ) Inventory 10,165 — 7,744 — Net operating losses 9,342 — 4,333 — Revenue — (59 ) 650 — Tax credits 6,372 — 5,993 — Lease Liability 695 — — — Right of Use Asset — (544 ) — — Other — (103 ) — — Valuation allowance (48,115 ) — (3,093 ) — Total $ 706 $ (706 ) $ 19,630 $ (5,859 ) |
Summary of Unrecognized Tax Benefits | The Company’s unrecognized tax benefits are summarized as follows: For the Year Ended December 31, 2019 2018 2017 Opening balance $ 1,088 $ 1,591 $ 1,591 Reductions based on tax positions related to the current year — — — Additions for tax positions of prior years — — — Reductions for tax positions of prior years — (415 ) — Reductions for expiration of statute of limitations — (88 ) — $ 1,088 $ 1,088 $ 1,591 |
Schedule of Effective Tax Rate | The effective tax rate differs from the statutory federal income tax rate for the following reasons: Year Ended December 31, 2019 2018 2017 Statutory federal rate 21.00 % 21.00 % 35.00 % State income taxes—net of federal tax benefit (0.56 %) 2.34 % 2.08 % Foreign rate differential 0.00 % (3.59 %) 0.00 % Acquisition expenses 0.00 % (0.83 %) 0.00 % Gain on acquisition contingency 6.58 % 0.00 % 0.00 % Goodwill impairment disposal (11.88 %) 0.00 % 0.00 % Life insurance 0.00 % (0.11 %) 0.58 % Officer compensation 0.00 % (0.90 %) (1.74 %) Stock-based compensation 0.00 % (0.41 %) (2.47 %) Tax credits 0.04 % 0.99 % 0.67 % Tax legislation 0.00 % 1.05 % (3.47 %) Valuation allowances (16.98 %) 3.26 % (0.25 %) Uncertain tax positionsı 0.00 % 0.78 % 0.00 % Other reconciling items, net (0.63 %) (0.17 %) (1.45 %) Effective tax rate (2.43 %) 23.41 % 28.95 % |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Preferred Stock | Preferred stock is as follows: Preferred Stock Preferred Stock Net Total Balance at January 1, 2017 $ 60,676 $ (660 ) $ 60,016 Accrued dividend 3,723 — 3,723 Amortization of preferred stock issuance costs — 184 184 Balance at December 31, 2017 64,399 (476 ) 63,923 Accrued dividend 2,120 — 2,120 Amortization of preferred stock issuance costs — 183 183 Balance at December 31, 2018 66,519 (293 ) 66,226 Accrued dividend — — — Amortization of preferred stock issuance costs — 184 184 Balance at December 31, 2019 $ 66,519 $ (109 ) $ 66,410 |
Executive Transition Costs (Tab
Executive Transition Costs (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Former Chief Executive Officer [Member] | |
Schedule of Restructuring Charges | The following table includes a rollforward of executive transition costs included in accrued expenses, see Note 16. Accrued executive transition costs at January 1, 2017 $ 2,406 Executive transition costs accrued in 2017 2,818 Stock-based compensation (1,612 ) Cash payments (1,275 ) Accrued executive transition costs at December 31, 2017 2,337 Executive transition costs accrued in 2018 — Cash payments (2,294 ) Accrued executive transition costs at December 31, 2018 43 Executive transition costs accrued in 2019 — Cash payments (43 ) Accrued executive transition costs at December 31, 2019 $ — |
Severance and Restructuring C_2
Severance and Restructuring Costs (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Employee Severance [Member] | |
Schedule of Restructuring Charges | The following table includes a rollforward of severance and restructuring costs included in accrued expenses, see Note 16. Accrued severance and restructuring charges at January 1, 2017 $ 456 Severance and restructuring expenses accrued in 2017 8,522 Severance and restructuring cash payments (4,939 ) Stock based compensation (1,153 ) Accrued severance and restructuring charges at December 31, 2017 2,886 Severance and restructuring expenses accrued in 2018 773 Severance and restructuring cash payments (2,751 ) Accrued severance and restructuring charges at December 31, 2018 908 Severance and restructuring expenses accrued in 2019 626 Severance and restructuring cash payments (1,398 ) Accrued severance and restructuring charges at December 31, 2019 $ 136 |
Concentrations of Risk (Tables)
Concentrations of Risk (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Percentage of Total Revenues Derived from Company's Largest Distributors | The following table presents percentage of total revenues derived from the Company’s largest distributors: For the Year Ended December 31, 2019 2018 2017 Percent of revenues derived from: Distributor Zimmer 18 % 21 % 17 % Medtronic 7 % 8 % 9 % Synthes 4 % 5 % 4 % |
Quarterly Results of Operatio_2
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Results of Operations | The following tables sets forth the results of operations for the periods indicated . reflect 2014-09, Revenue from Contracts with Customers Customers. Year Ended December 31, 2019 First Second Third Fourth Revenues $ 24,400 $ 32,747 $ 28,702 $ 31,574 Gross profit 16,915 23,128 21,095 23,508 Loss from continuing operations (18,212 ) (14,003 ) (16,972 ) (199,591 ) Income from discontinued operations 8,861 14,191 11,834 2,250 Net (loss) income (9,351 ) 188 (5,138 ) (197,341 ) Net loss from continuing operations per common share - basic $ (0.29 ) $ (0.19 ) $ (0.23 ) $ (2.76 ) Net loss from continuing operations per common share - diluted $ (0.29 ) $ (0.16 ) $ (0.23 ) $ (2.76 ) Net income from discontinued operations per common share - basic $ 0.14 $ 0.19 $ 0.16 $ 0.04 Net income from discontinued operations per common share - diluted $ 0.14 $ 0.16 $ 0.16 $ 0.04 Net (loss) income per common share - basic $ (0.15 ) $ 0.00 $ (0.07 ) $ (2.72 ) Net (loss) income per common share - $ (0.15 ) $ 0.00 $ (0.07 ) $ (2.72 ) Year Ended December 31, 2018 First Second Third Fourth Revenues $ 22,461 $ 22,384 $ 24,142 23,125 Gross profit 14,414 8,991 17,873 17,241 Loss from continuing operations (10,172 ) (17,124 ) (13,743 ) (8,610 ) Income from discontinued operations 9,055 11,322 16,740 9,409 Net (loss) income (1,117 ) (5,802 ) 2,997 799 Net loss from continuing operations per common share - basic $ (0.18 ) $ (0.30 ) $ (0.23 ) (0.14 ) Net loss from continuing operations per common share - diluted $ (0.18 ) $ (0.30 ) $ (0.18 ) (0.11 ) Net income from discontinued operations per common share - basic $ 0.15 $ 0.19 $ 0.28 0.15 Net income from discontinued operations per common share - diluted $ 0.15 $ 0.19 $ 0.22 $ 0.12 Net (loss) income per common share - basic $ (0.03 ) $ (0.11 ) $ 0.05 0.01 Net (loss) income per common share - diluted $ (0.03 ) $ (0.11 ) $ 0.04 0.01 |
Restatement of Prior Period Q_2
Restatement of Prior Period Quarterly Financial Statements (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Changes And Error Corrections [Abstract] | |
Schedule of Restated Consolidated Balance Sheets (Unaudited) | Restated Condensed Consolidated Balance Sheets (Unaudited) As of March 31, 2019 As Adjustments As Restated Assets Current Assets: Cash and cash equivalents $ 6,043 $ — $ 6,043 Accounts receivable - 55,670 39 55,709 Inventories - net 114,365 1,121 115,486 Prepaid and other current assets 9,860 (461 ) 9,399 Total current assets 185,938 699 186,637 Non-current - — 10,261 10,261 Property, plant and equipment - net 79,235 265 79,500 Deferred tax assets - net 16,778 336 17,114 Goodwill 308,345 (113,548 ) 194,797 Other intangible assets - 25,512 77,494 103,006 Other assets - 7,918 (265 ) 7,653 Total assets $ 623,726 $ (24,758 ) $ 598,968 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 23,315 $ (166 ) $ 23,149 Accrued expenses 24,992 565 25,557 Current portion of short and long-term obligations 4,825 — 4,825 Total current liabilities 53,132 399 53,531 Long-term obligations - 163,615 — 163,615 Acquisition contingencies 99,962 (22,799 ) 77,163 Other long-term liabilities 3,065 — 3,065 Deferred revenue 1,535 — 1,535 Total liabilities 321,309 (22,400 ) 298,909 Preferred stock Series A, $ .001 66,272 — 66,272 Stockholders’ equity: Common stock, $ .001 75 — 75 Additional paid-in 495,263 — 495,263 Accumulated other comprehensive loss (7,663 ) — (7,663 ) Accumulated deficit (246,531 ) (2,358 ) (248,889 ) Less treasury stock, 1,250,201 shares, at cost (4,999 ) — (4,999 ) Total stockholders’ equity 236,145 (2,358 ) 233,787 Total liabilities and stockholders’ equity $ 623,726 $ (24,758 ) $ 598,968 Restated Condensed Consolidated Balance Sheets (Unaudited) As of June 30, 2019 As Previously Adjustments As Restated Assets Current Assets: Cash and cash equivalents $ 4,518 $ — $ 4,518 Accounts receivable - 56,163 (623 ) 55,540 Inventories - 127,906 (12,452 ) 115,454 Prepaid and other current assets 8,733 (475 ) 8,258 Total current assets 197,320 (13,550 ) 183,770 Non-current - 20,445 (11,220 ) 9,225 Property, plant and equipment - 79,691 265 79,956 Deferred tax assets - 19,715 515 20,230 Goodwill 271,429 (76,362 ) 195,067 Other intangible assets - 25,269 75,382 100,651 Other assets - 7,542 (265 ) 7,277 Total assets $ 621,411 $ (25,235 ) $ 596,176 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 20,766 $ (166 ) $ 20,600 Accrued expenses 24,668 644 25,312 Current portion of short and long-term obligations 4,744 — 4,744 Total current liabilities 50,178 478 50,656 Long-term obligations - 165,081 — 165,081 Acquisition contingencies 98,372 (22,799 ) 75,573 Other long-term liabilities 2,562 — 2,562 Deferred revenue 325 — 325 Total liabilities 316,518 (22,321 ) 294,197 Preferred stock Series A, $ .001 66,318 — 66,318 Stockholders’ equity: Common stock, $ .001 75 — 75 Additional paid-in 496,596 — 496,596 Accumulated other comprehensive loss (7,268 ) — (7,268 ) Accumulated deficit (245,787 ) (2,914 ) (248,701 ) Less treasury stock, 1,257,949 shares, at cost (5,041 ) — (5,041 ) Total stockholders’ equity 238,575 (2,914 ) 235,661 Total liabilities and stockholders’ equity $ 621,411 $ (25,235 ) $ 596,176 Restated Condensed Consolidated Balance Sheets (Unaudited) As of September 30, 2019 As Previously Adjustments As Restated Assets Current Assets: Cash and cash equivalents $ 2,950 $ — $ 2,950 Accounts receivable - 56,556 (11 ) 56,545 Inventories - 130,913 (12,577 ) 118,336 Prepaid and other current assets 8,631 (475 ) 8,156 Total current assets 199,050 (13,063 ) 185,987 Non-current - 18,345 (9,971 ) 8,374 Property, plant and equipment - 81,206 265 81,471 Deferred tax assets - 20,967 609 21,576 Goodwill 236,547 (41,709 ) 194,838 Other intangible assets - 24,345 73,269 97,614 Other assets - 7,271 (265 ) 7,006 Total assets $ 587,731 $ 9,135 $ 596,866 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 17,800 $ (166 ) $ 17,634 Accrued expenses 31,067 647 31,714 Current portion of short and long-term obligations 2,748 — 2,748 Total current liabilities 51,615 481 52,096 Long-term obligations - 169,137 — 169,137 Acquisition contingencies 63,719 11,854 75,573 Other long-term liabilities 2,271 — 2,271 Deferred revenue 1,134 — 1,134 Total liabilities 287,876 12,335 300,211 Preferred stock Series A, $ .001 66,364 — 66,364 Stockholders’ equity: Common stock, $ .001 75 — 75 Additional paid-in 497,518 — 497,518 Accumulated other comprehensive loss (8,390 ) — (8,390 ) Accumulated deficit (250,639 ) (3,200 ) (253,839 ) Less treasury stock, 1,265,761 shares, at cost (5,073 ) — (5,073 ) Total stockholders’ equity 233,491 (3,200 ) 230,291 Total liabilities and stockholders’ equity $ 587,731 $ 9,135 $ 596,866 |
Schedule of Restated Condensed Consolidated Statements of Income (Unaudited) | Restated Condensed Consolidated Statements of Income (Unaudited) Three Months Ended March 31, 2019 Restatement Historical - Discontinued Continuing As Reported Adjustments As Restated Operations Operations Revenues $ 69,741 $ 280 $ 70,021 $ 45,621 $ 24,400 Costs of processing and distribution 31,737 397 32,134 24,649 7,485 Gross profit 38,004 (117 ) 37,887 20,972 16,915 Expenses: Marketing, general and administrative 31,883 233 32,116 $ 6,495 25,621 Research and development 4,336 — 4,336 — 4,336 Asset impairment and abandonments 15 — 15 — 15 Acquisition and integration expenses 8,957 — 8,957 — 8,957 Total operating expenses 45,191 233 45,424 $ 6,495 38,929 Operating (loss) income (7,187 ) (350 ) (7,537 ) 14,477 (22,014 ) Other (expense) income: Interest expense (1,604 ) — (1,604 ) (1,604 ) — Interest income 131 — 131 — 131 Foreign exchange loss (31 ) — (31 ) (8 ) (23 ) Total other (expense) income—net (1,504 ) — (1,504 ) (1,612 ) 108 Loss from continuing operations before income tax (provision) benefit (8,691 ) (350 ) (9,041 ) — (21,906 ) Income tax (provision) benefit (396 ) 86 (310 ) (4,004 ) 3,694 Loss from continuing operations (9,087 ) (264 ) (9,351 ) (4,004 ) (18,212 ) Income from discontinued operations before income tax provision — — — 12,865 12,865 Income tax provision — — — (4,004 ) (4,004 ) Income from discontinued operations — — — 8,861 8,861 Net loss (9,087 ) (264 ) (9,351 ) — (9,351 ) Convertible preferred dividend — — — — — Net loss applicable to common shares $ (9,087 ) $ (264 ) $ (9,351 ) $ $ (9,351 ) Other comprehensive loss: Unrealized foreign currency translation loss (393 ) — (393 ) — (393 ) Comprehensive loss $ (9,480 ) $ (264 ) $ (9,744 ) $ — $ (9,744 ) Net loss from continuing operations per common share - $ (0.15 ) $ (0.00 ) $ (0.15 ) $ (0.29 ) Net loss from continuing operations per common share - $ (0.15 ) $ (0.00 ) $ (0.15 ) $ (0.29 ) Net income from discontinued operations per common share - $ 0.14 $ 0.14 Net income from discontinued operations per common share - $ 0.14 $ 0.14 Net loss per common share - $ (0.15 ) $ (0.00 ) $ (0.15 ) $ (0.15 ) Net loss per common share - $ (0.15 ) $ (0.00 ) $ (0.15 ) $ (0.15 ) Weighted average shares outstanding - 63,060,939 63,060,939 63,060,939 63,060,939 63,060,939 Weighted average shares outstanding - 63,060,939 63,060,939 63,060,939 63,060,939 63,060,939 Restated Condensed Consolidated Statements of Income (Unaudited) Six Months Ended June 30, 2019 Restatement Historical - Discontinued Continuing As Reported Adjustments As Restated Operations Operations Revenues $ 152,048 $ (473 ) $ 151,575 $ 94,428 $ 57,147 Costs of processing and distribution 69,299 (1,735 ) 67,564 50,460 17,104 Gross profit 82,749 1,262 84,011 43,968 40,043 Expenses: Marketing, general and administrative 70,876 2,348 73,224 12,021 61,203 Research and development 8,204 — 8,204 — 8,204 Gain on acquisition contingency (1,590 ) — (1,590 ) — (1,590 ) Asset impairment and abandonments 15 — 15 — 15 Acquisition and integration expenses 10,910 — 10,910 — 10,910 Total operating expenses 88,415 2,348 90,763 12,021 78,742 Operating (loss) income (5,666 ) (1,086 ) (6,752 ) 31,947 (38,699 ) Other (expense) income: Interest expense (5,239 ) — (5,239 ) (5,239 ) — Interest income 157 — 157 — 157 Foreign exchange loss (50 ) — (50 ) (13 ) (37 ) Total other ( ) income (5,132 ) — (5,132 ) (5,252 ) 120 Loss from continuing operations before income tax benefit (10,798 ) (1,086 ) (11,884 ) — (38,579 ) Income tax benefit (provision) 2,455 266 2,721 (3,643 ) 6,364 Loss from continuing operations (8,343 ) (820 ) (9,163 ) (3,643 ) (32,215 ) Income from discontinued operations before income tax provision — — — 26,695 26,695 Income tax provision — — — (3,643 ) (3,643 ) Income from discontinued operations — — — 23,052 23,052 Net loss (8,343 ) (820 ) (9,163 ) — (9,163 ) Convertible preferred dividend — — — — — Net loss applicable to common shares $ (8,343 ) $ (820 ) $ (9,163 ) — $ (9,163 ) Other comprehensive income: Unrealized foreign currency translation gain 2 — 2 — 2 Comprehensive loss $ (8,341 ) $ (820 ) $ (9,161 ) $ — $ (9,161 ) Net loss from continuing operations per common share - basic $ (0.13 ) $ (0.01 ) $ (0.14 ) $ (0.48 ) Net loss from continuing operations per common share - diluted $ (0.13 ) $ (0.01 ) $ (0.14 ) $ (0.48 ) Net income from discontinued operations per common share - basic $ 0.34 $ 0.34 Net income from discontinued operations per common share - diluted $ 0.34 $ 0.34 Net loss per common share - basic $ (0.13 ) $ (0.01 ) $ (0.14 ) $ (0.14 ) Net loss per common share - diluted $ (0.13 ) $ (0.01 ) $ (0.14 ) $ (0.14 ) Weighted average shares outstanding - basic 67,737,016 67,737,016 67,737,016 67,737,016 67,737,016 Weighted average shares outstanding - diluted 67,737,016 67,737,016 67,737,016 67,737,016 67,737,016 Restated Condensed Consolidated Statements of Income (Unaudited) Nine Months Ended September 30, 2019 Restatement Historical - Discontinued Continuing As Reported Adjustments As Restated Operations Operations Revenues $ 228,177 $ 139 $ 228,316 $ 142,467 $ 85,849 Costs of processing and distribution 103,941 (2,860 ) 101,081 76,370 24,711 Gross profit 124,236 2,999 127,235 66,097 61,138 Expenses: Marketing, general and administrative 107,983 4,464 112,443 16,993 95,450 Research and development 12,475 — 12,475 — 12,475 Gain on acquisition contingency (1,590 ) — (1,590 ) — (1,590 ) Asset impairment and abandonments 19 — 19 — 19 Acquisition and integration expenses 14,119 — 14,119 120 13,999 Total operating expenses 133,006 4,464 137,466 17,113 120,353 Operating (loss) income (8,770 ) (1,465 ) (10,231 ) 48,984 (59,215 ) Other (expense) income: Interest expense (8,957 ) — (8,957 ) (8,957 ) — Interest income 161 — 161 — 161 Loss on extinguishment of debt — — — — — Foreign exchange loss (128 ) — (128 ) (40 ) (88 ) Total other ( ) income (8,924 ) — (8,924 ) (8,997 ) 73 Loss from continuing operations before income tax benefit (provision) (17,694 ) (1,465 ) (19,155 ) — (59,142 ) Income tax benefit (provision) 4,495 359 4,854 (5,101 ) 9,955 Loss from continuing operations (13,199 ) (1,106 ) (14,301 ) (5,101 ) (49,187 ) Income from discontinued operations before income tax provision — — — 39,987 39,987 Income tax provision — — — (5,101 ) (5,101 ) Income from discontinued operations — — — 34,886 34,886 Net loss (13,199 ) (1,106 ) (14,301 ) — (14,301 ) Convertible preferred dividend — — — — — Net loss income applicable to common shares $ (13,199 ) $ (1,106 ) $ (14,301 ) — $ (14,301 ) Other comprehensive loss: Unrealized foreign currency translation loss (1,120 ) — (1,120 ) — (1,120 ) Comprehensive loss $ (14,319 ) $ (1,106 ) $ (15,421 ) $ — $ (15,421 ) Net loss from continuing operations per common share - basic $ (0.19 ) $ (0.02 ) $ (0.21 ) $ (0.71 ) Net loss from continuing operations per common share - diluted $ (0.19 ) $ (0.02 ) $ (0.21 ) $ (0.71 ) Net income from discontinued operations per common share - basic $ 0.50 $ 0.50 Net income from discontinued operations per common share - diluted $ 0.50 $ 0.50 Net loss per common share - basic $ (0.19 ) $ (0.02 ) $ (0.21 ) $ (0.21 ) Net loss per common share - diluted $ (0.19 ) $ (0.02 ) $ (0.21 ) $ (0.21 ) Weighted average shares outstanding - basic 69,340,006 69,340,006 69,340,006 69,340,006 69,340,006 Weighted average shares outstanding - diluted 69,340,006 69,340,006 69,340,006 69,340,006 69,340,006 Restated Condensed Consolidated Statements of Income (Unaudited) Three Months Ended June 30, 2019 Restatement Historical - Discontinued Continuing As Reported Adjustments As Restated Operations Operations Revenues $ 82,307 $ (753 ) $ 81,554 $ 48,807 $ 32,747 Costs of processing and distribution 37,562 (2,132 ) 35,430 25,811 9,619 Gross profit 44,745 1,379 46,124 22,996 23,128 Expenses: Marketing, general and administrative 38,993 2,115 41,108 5,526 35,582 Research and development 3,868 — 3,868 — 3,868 Gain on acquisition contingency (1,590 ) — (1,590 ) — (1,590 ) Acquisition and integration expenses 1,953 — 1,953 — 1,953 Total operating expenses 43,224 2,115 45,339 5,526 39,813 Operating income (loss) 1,521 (736 ) 785 17,470 (16,685 ) Other (expense) income: Interest expense (3,635 ) — (3,635 ) (3,635 ) — Interest income 26 — 26 — 26 Foreign exchange loss (19 ) — (19 ) (5 ) (14 ) Total other ( ) income (3,628 ) — (3,628 ) (3,640 ) 12 Loss from continuing operations before income tax (2,107 ) (736 ) (2,843 ) — (16,673 ) Income tax benefit 2,851 180 3,031 361 2,670 Income (loss) from continuing operations 744 (556 ) 188 361 (14,003 ) Income from discontinued operations before income tax benefit — — — 13,830 13,830 Income tax benefit — — — 361 361 Income from discontinued operations — — — 14,191 14,191 Net income (loss) 744 (556 ) 188 — 188 Net income (loss) applicable to common shares $ 744 $ (556 ) $ 188 — $ 188 Other comprehensive income: Unrealized foreign currency translation gain 395 — 395 — 395 Comprehensive income (loss) $ 1,139 $ (556 ) $ 583 $ — $ 583 Net income ( ) $ 0.01 $ (0.01 ) $ 0.00 $ (0.19 ) Net income ( ) $ 0.01 $ (0.01 ) $ 0.00 $ (0.16 ) Net income from discontinued operations per common share - basic $ 0.19 $ 0.19 Net income from discontinued operations per common share - diluted $ 0.16 $ 0.16 Net income $ 0.01 $ (0.01 ) $ 0.00 $ 0.00 Net income $ 0.01 $ (0.01 ) $ 0.00 $ 0.00 Weighted average shares outstanding - basic 72,283,451 72,283,451 72,283,451 72,283,451 72,283,451 Weighted average shares outstanding - dilute d 88,510,512 88,510,512 88,510,512 88,510,512 88,510,512 Restated Condensed Consolidated Statements of Income (Unaudited) Three Months Ended September 30, 2019 Restatement Historical - Discontinued Continuing As Reported Adjustments As Restated Operations Operations Revenues $ 76,129 $ 612 $ 76,741 $ 48,039 $ 28,702 Costs of processing and distribution 34,642 (1,125 ) 33,517 25,910 7,607 Gross profit 41,487 1,737 43,224 22,129 21,095 Expenses: Marketing, general and administrative 37,103 2,116 39,219 4,972 34,247 Research and development 4,271 — 4,271 — 4,271 Asset impairment and abandonments 4 — 4 — 4 Acquisition and integration expenses 3,209 — 3,209 120 3,089 Total operating expenses 44,587 2,116 46,703 5,092 41,611 Operating (loss) income (3,100 ) (379 ) (3,479 ) 17,037 (20,516 ) Other (expense) income: Interest expense (3,718 ) — (3,718 ) (3,718 ) — Interest income 4 — 4 — 4 Foreign exchange loss (78 ) — (78 ) (27 ) (51 ) Total other expense - net (3,792 ) — (3,792 ) (3,745 ) (47 ) Loss from continuing operations before income tax benefit (provision) (6,892 ) (379 ) (7,271 ) — (20,563 ) Income tax benefit (provision) 2,040 93 2,133 (1,458 ) 3,591 Loss from continuing operations (4,852 ) (286 ) (5,138 ) (1,458 ) (16,972 ) Income from discontinued operations before income tax provision — — — 13,292 13,292 Income tax provision — — — (1,458 ) (1,458 ) Income from discontinued operations — — — 11,834 11,834 Net loss (4,852 ) (286 ) (5,138 ) — (5,138 ) Convertible preferred dividend — — — — — Net loss applicable to common shares $ (4,852 ) $ (286 ) $ (5,138 ) — $ (5,138 ) Other comprehensive loss: Unrealized foreign currency translation loss (1,122 ) — (1,122 ) — (1,122 ) Comprehensive loss $ (5,974 ) $ (286 ) $ (6,260 ) $ — $ (6,260 ) Net loss from continuing operations per common share - basic $ (0.07 ) $ (0.00 ) $ (0.07 ) $ (0.23 ) Net loss from continuing operations per common share - diluted $ (0.07 ) $ (0.00 ) $ (0.07 ) $ (0.23 ) Net income from discontinued operations per common share - basic $ 0.16 $ 0.16 Net income from discontinued operations per common share - diluted $ 0.16 $ 0.16 Net loss per common share - basic $ (0.07 ) $ (0.00 ) $ (0.07 ) $ (0.07 ) Net loss per common share - diluted $ (0.07 ) $ (0.00 ) $ (0.07 ) $ (0.07 ) Weighted average shares outstanding - basic 72,472,591 72,472,591 72,472,591 72,472,591 72,472,591 Weighted average shares outstanding - diluted 72,472,591 72,472,591 72,472,591 72,472,591 72,472,591 |
Schedule of Restated Condensed Consolidated Statement of Cash Flows (Unaudited) | Restated Condensed Consolidated Statement of Cash Flows (Unaudited) For the Three Months Ended March 31, 2019 As Previously Restatement Reported Adjustments As Restated Cash flows from operating activities: Net loss $ (9,087 ) $ (264 ) $ (9,351 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization expense 3,696 704 4,400 Provision for bad debts and product returns 233 — 233 Provision for inventory write-downs 1,530 — 1,530 Revenue recognized due to change in deferred revenue (1,292 ) — (1,292 ) Deferred income tax benefit 470 (86 ) 384 Stock-based compensation 1,163 — 1,163 Other 197 — 197 Change in assets and liabilities: Accounts receivable (2,422 ) (295 ) (2,717 ) Inventories (2,742 ) 552 (2,190 ) Accounts payable (7,253 ) (76 ) (7,329 ) Accrued expenses (1,585 ) (489 ) (2,074 ) Deferred revenue 2,000 — 2,000 Other operating assets and liabilities (593 ) 82 (511 ) Net cash (used in) provided by operating activities (15,685 ) 128 (15,557 ) Cash flows from investing activities: Purchases of property, plant and equipment (3,477 ) — (3,477 ) Patent and acquired intangible asset costs (328 ) — (328 ) Acquisition of Paradigm Spine (99,921 ) — (99,921 ) Net cash used in investing activities (103,726 ) — (103,726 ) Cash flows from financing activities: Proceeds from exercise of common stock options 284 — 284 Proceeds from long-term obligations 115,000 — 115,000 Payments of debt issuance costs (729 ) — (729 ) Payments for treasury stock — (128 ) (128 ) Net cash provided by (used in) financing activities 114,555 (128 ) 114,427 Effect of exchange rate changes on cash and cash equivalents (50 ) — (50 ) Net decrease in cash and cash equivalents (4,906 ) — (4,906 ) Cash and cash equivalents, beginning of period 10,949 — 10,949 Cash and cash equivalents, end of period $ 6,043 $ — $ 6,043 Supplemental cash flow disclosure: Cash paid for interest $ 557 $ — $ 557 Income tax refunds, net of payments (635 ) — (635 ) Non-cash 502 — 502 Non-cash 60,730 — 60,730 Non-cash 60,730 — 60,730 Restated Condensed Consolidated Statement of Cash Flows (Unaudited) For the Six Months Ended June 30, 2019 As Previously Restatement Reported Adjustments As Restated Cash flows from operating activities: Net loss $ (8,343 ) $ (820 ) $ (9,163 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization expense 7,491 2,817 10,308 Provision for bad debts and product returns 899 — 899 Provision for inventory write-downs 3,274 — 3,274 Revenue recognized due to change in deferred revenue (2,585 ) — (2,585 ) Deferred income tax benefit (2,703 ) (266 ) (2,969 ) Stock-based compensation 2,430 — 2,430 Gain on acquisition contingency (1,590 ) — (1,590 ) Paid in kind interest expense 1,473 — 1,473 Other 877 — 877 Change in assets and liabilities: Accounts receivable (3,509 ) 368 (3,141 ) Inventories (1,078 ) (1,580 ) (2,658 ) Accounts payable (9,675 ) (76 ) (9,751 ) Accrued expenses (2,217 ) (366 ) (2,583 ) Deferred revenue 2,000 — 2,000 Other operating assets and liabilities 145 95 240 Net cash (used in) provided by operating activities (13,111 ) 172 (12,939 ) Cash flows from investing activities: Purchases of property, plant and equipment (6,912 ) — (6,912 ) Patent and acquired intangible asset costs (1,126 ) — (1,126 ) Acquisition of Paradigm Spine (99,921 ) — (99,921 ) Net cash used in investing activities (107,959 ) — (107,959 ) Cash flows from financing activities: Proceeds from exercise of common stock options 395 — 395 Proceeds from long-term obligations 115,000 — 115,000 Payments of debt issuance costs (729 ) — (729 ) Payments for treasury stock — (172 ) (172 ) Net cash provided by (used in) financing activities 114,666 (172 ) 114,494 Effect of exchange rate changes on cash and cash equivalents (27 ) — (27 ) Net decrease in cash and cash equivalents (6,431 ) — (6,431 ) Cash and cash equivalents, beginning of period 10,949 — 10,949 Cash and cash equivalents, end of period $ 4,518 $ — $ 4,518 Supplemental cash flow disclosure: Cash paid for interest $ 2,732 $ — $ 2,732 Income tax refunds, net of payments 1,982 — 1,982 Non-cash 456 — 456 Non-cash 60,730 — 60,730 Non-cash 60,730 — 60,730 Restated Condensed Consolidated Statement of Cash Flows (Unaudited) For the Nine Months Ended September 30, 2019 As Previously Restatement Reported Adjustments As Restated Cash flows from operating activities: Net loss $ (13,195 ) $ (1,106 ) $ (14,301 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization expense 11,413 4,929 16,342 Provision for bad debts and product returns 1,050 — 1,050 Provision for inventory write-downs 5,482 — 5,482 Revenue recognized due to change in deferred revenue (3,772 ) — (3,772 ) Deferred income tax benefit (4,229 ) (359 ) (4,588 ) Stock-based compensation 3,399 — 3,399 Gain on acquisition contingency (1,590 ) — (1,590 ) Paid in kind interest expense 2,948 — 2,948 Other 1,069 — 1,069 Change in assets and liabilities: Accounts receivable (4,278 ) (244 ) (4,522 ) Inventories (4,904 ) (2,705 ) (7,609 ) Accounts payable (12,608 ) (76 ) (12,684 ) Accrued expenses 4,329 (331 ) 3,998 Deferred revenue 2,000 — 2,000 Other operating assets and liabilities 177 96 273 Net cash (used in) provided by operating activities (12,709 ) 204 (12,505 ) Cash flows from investing activities: Purchases of property, plant and equipment (10,882 ) — (10,882 ) Patent and acquired intangible asset costs (1,786 ) — (1,786 ) Acquisition of Paradigm Spine (99,692 ) — (99,692 ) Net cash used in investing activities (112,360 ) — (112,360 ) Cash flows from financing activities: Proceeds from exercise of common stock options 395 — 395 Proceeds from long-term obligations 118,000 — 118,000 Payments of debt issuance costs (729 ) — (729 ) Payments on long-term obligations (500 ) — (500 ) Payments for treasury stock — (204 ) (204 ) Net cash provided by (used in) financing activities 117,166 (204 ) 116,962 Effect of exchange rate changes on cash and cash equivalents (96 ) — (96 ) Net decrease in cash and cash equivalents (7,999 ) — (7,999 ) Cash and cash equivalents, beginning of period 10,949 — 10,949 Cash and cash equivalents, end of period $ 2,950 $ — $ 2,950 Supplemental cash flow disclosure: Cash paid for interest $ 4,941 $ — $ 4,941 Income tax refunds, net of payments 1,982 — 1,982 Non-cash 817 — 817 Non-cash 60,730 — 60,730 Non-cash 60,730 — 60,730 |
Business - Additional Informati
Business - Additional Information (Detail) $ in Thousands | Jul. 21, 2020Segment | Jul. 20, 2020USD ($)Segment | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)Country | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 13, 2020USD ($) |
Business [Line Items] | ||||||||||||||
Number of countries that receive distribution | Country | 50 | |||||||||||||
Number of reportable segments | Segment | 1 | 2 | ||||||||||||
Cash | $ 5,608 | $ 10,949 | $ 5,608 | $ 10,949 | ||||||||||
Working Capital Deficiency | 31,673 | 31,673 | ||||||||||||
Accumulated deficit | 451,179 | 239,537 | 451,179 | 239,537 | ||||||||||
Loss from operations | 242,896 | 64,814 | $ 62,677 | |||||||||||
Net loss from continuing operations | $ 199,591 | $ 16,972 | $ 14,003 | $ 18,212 | $ 8,610 | $ 13,743 | $ 17,124 | $ 10,172 | $ 248,778 | $ 49,649 | $ 44,404 | |||
Ardi Bidco Ltd. [Member] | Discontinued Operations, Held-for-sale [Member] | ||||||||||||||
Business [Line Items] | ||||||||||||||
Consideration received or receivable for disposal of assets | $ 440,000 | $ 440,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Buildings [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life of Assets | 25 years |
Buildings [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life of Assets | 40 years |
Building Improvements and Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life of Assets | 8 years |
Building Improvements and Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life of Assets | 40 years |
Processing Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life of Assets | 7 years |
Processing Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life of Assets | 10 years |
Office Equipment, Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life of Assets | 5 years |
Office Equipment, Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life of Assets | 7 years |
Computer Hardware And Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life of Assets | 3 years |
Computer Hardware And Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life of Assets | 7 years |
Surgical Instruments [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life of Assets | 3 years |
Surgical Instruments [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life of Assets | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2019USD ($)Reporting_unit$ / sharesshares | Sep. 30, 2019Reporting_unit | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of reporting unit | Reporting_unit | 2 | 1 | |||
Goodwill descreption | we weighted the income approach 75% and the market approach 25%. | ||||
Repurchase of common stock | 64,044 | 64,044 | 107,109 | 745,122 | |
Repurchase of common stock, value | $ | $ 272 | $ 479 | $ 3,474 | ||
Convertible Preferred Stock [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share | 50,000 | ||||
Convertible Common Stock [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share | 15,152,761 | ||||
Patents [Member] | Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of intangible assets | 8 years | ||||
Patents [Member] | Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of intangible assets | 16 years | ||||
Acquired Exclusivity Rights [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Acquired exclusivity rights, remaining amortization period | 8 years | ||||
Licensing Rights [Member] | Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of intangible assets | 5 years | ||||
Licensing Rights [Member] | Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of intangible assets | 25 years | ||||
Spine Asset Group [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Finite-lived intangible assets carry amount | $ | $ 85,096 | $ 85,096 | |||
Spine Asset Group [Member] | Finite-Lived Intangible Assets [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment charge | $ | $ 85,096 | ||||
Stock Option [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share | 4,536,461 | 4,275,744 | 4,662,037 | ||
Stock Option [Member] | Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Common stock price per share | $ / shares | $ 2.09 | $ 2.09 | $ 2.69 | $ 2.69 | |
Stock Option [Member] | Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Common stock price per share | $ / shares | $ 5.23 | $ 5.23 | $ 5.23 | $ 8.20 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Reconciliation of Common Shares used in Calculation of Basic and Diluted EPS (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Weighted average basic shares | 70,150,492 | 61,031,265 | 57,678,360 |
Effect of dilutive securities: | |||
Dilutive securities | 0 | 0 | 915,664 |
Weighted average diluted shares | 70,150,492 | 61,031,265 | 59,078,141 |
RSA and RSU [Member] | |||
Effect of dilutive securities: | |||
Dilutive securities | 0 | 0 | 484,117 |
Recently Issued and Adopted A_2
Recently Issued and Adopted Accounting Standards - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Operating lease, right-of-use asset | $ 3,164 | |
Operating lease, liability | $ 2,454 | 3,155 |
Maximum [Member] | ||
Lease term | 12 months | |
Maximum [Member] | Discontinued Operations [Member] | ||
Operating lease, right-of-use asset | 783 | |
Operating lease, liability | $ 783 |
Leases - Additional Information
Leases - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Operating lease, description | The Company does not have any finance leases and the Company's operating leases do not have any residual value guarantees, restrictions or covenants. |
Lessee, operating lease, existence of residual value guarantees, restrictions or covenants | false |
Lease not yet commenced, description | The Company does not have any leases that have not yet commenced as of December 31, 2019. |
Operating lease remaining term | 5 years 4 months 24 days |
Lease not yet commenced, option to extend | The option to extend is only included in the lease term if the Company is reasonably certain of exercising that option. |
Weighted-average discount rate, operating leases | 4.80% |
Operating lease right of use asset write Off | $ 201 |
Minimum [Member] | |
Operating lease remaining term | 1 year |
Maximum [Member] | |
Operating lease remaining term | 14 years |
Leases - Schedule of Operating
Leases - Schedule of Operating Leases (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 1,108 |
Short-term operating lease cost | 36 |
Total operating lease cost | $ 1,144 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities | $ 1,007 |
ROU assets obtained in exchange for lease obligations | $ 103 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Right-of-use assets | $ 3,164 | |
Current | $ 967 | |
Total operating lease liabilities | 2,454 | $ 3,155 |
Other Assets [Member] | ||
Right-of-use assets | 1,903 | |
Accrued Expenses [Member] | ||
Current | 967 | |
Other Long Term Liabilities [Member] | ||
Noncurrent | $ 1,487 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
2020 | $ 1,064 | |
2021 | 509 | |
2022 | 216 | |
2023 | 160 | |
2024 | 159 | |
2025 and beyond | 716 | |
Total future minimum lease payments | 2,824 | |
Less imputed interest | (370) | |
Total operating lease liabilities | $ 2,454 | $ 3,155 |
Leases - Future Minimum Lease C
Leases - Future Minimum Lease Commitments Under Non-Cancelable Operating Leases Prior to Adoption of ASC 842 (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 523 |
2020 | 394 |
2021 | 277 |
2022 | 162 |
2023 | 166 |
2024 and beyond | 882 |
Total future minimum lease payments | $ 2,404 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Assets and Liabilities of Discontinued Operations (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Accounts receivable—net | $ 36,072 | $ 31,315 |
Inventories—net | 99,575 | 88,600 |
Prepaid and other current assets | 2,735 | 3,192 |
Total current assets | 138,382 | 123,107 |
Property, plant and equipment—net | 69,102 | 66,533 |
Deferred tax assets—net | 0 | 3,989 |
Goodwill | 55,384 | 55,384 |
Other intangible assets—net | 10,492 | 12,053 |
Other assets—net | 873 | 629 |
Total noncurrent assets | 135,851 | 138,588 |
Total assets of discontinued operations | 274,233 | 261,695 |
Accounts payable | 19,890 | 18,664 |
Accrued expenses | 17,814 | 12,836 |
Current portion of deferred revenue | 2,748 | 4,908 |
Current portion of long-term obligations | 174,177 | 0 |
Total current liabilities | 214,629 | 36,408 |
Long-term obligations—less current portion | 0 | 49,073 |
Other long-term liabilities | 285 | 194 |
Deferred revenue | 0 | 744 |
Total noncurrent liabilities | 285 | 50,011 |
Total liabilities of discontinued operations | $ 214,914 | $ 86,419 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Millions | Jul. 20, 2020 | Dec. 31, 2019 |
Revolving Credit Facility [Member] | 2018 Loan Agreement [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Debt retirement | $ 80 | |
Ares Term Loans [Member] | 2019 Loan Agreement [Member] | Second Amendment To Second Lien Credit Agreement [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Debt retirement | 100 | |
Incremental Term Loan [Member] | 2019 Loan Agreement [Member] | Second Amendment To Second Lien Credit Agreement [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Debt retirement | $ 30 | |
Maximum [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Transitional services period related to it support, customer and vendor management, and procurement | 12 months | |
Minimum [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Transitional services period related to it support, customer and vendor management, and procurement | 3 months |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Financial Results of Discontinued Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Revenues | $ 190,961 | $ 188,250 | $ 190,068 |
Costs of processing and distribution | 104,482 | 107,126 | 100,836 |
Gross profit | 86,479 | 81,124 | 89,232 |
Expenses: | |||
Marketing, general and administrative | 22,279 | 21,572 | 24,219 |
Severance and restructuring costs | 2,035 | 3,494 | |
Asset impairment and abandonments | 3,592 | ||
Acquisition and integration expenses | 3,160 | 15 | |
Cardiothoracic closure business divestiture contingency consideration | (3,000) | ||
Gain on cardiothoracic closure business divestiture | (34,090) | ||
Total operating expenses (income) | 25,439 | 20,622 | (2,785) |
Operating income | 61,040 | 60,502 | 92,017 |
Other (expense) income: | |||
Interest expense | (12,571) | (2,771) | (3,180) |
Loss on extinguishment of debt | (309) | ||
Foreign exchange (loss) gain | (17) | (5) | 49 |
Total other expense - net | (12,588) | (3,085) | (3,131) |
Income from operations of discontinued operations | 48,452 | 57,417 | 88,886 |
Income tax provision | (11,316) | (10,891) | (37,576) |
Net income from discontinued operations | $ 37,136 | $ 46,526 | $ 51,310 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Operating and Investing Cash Flows of Discontinued Operations (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Significant operating non-cash reconciliation items: | ||||||
Deferred income tax (benefit) provision | $ (4,906) | $ (4,958) | $ (4,744) | |||
Stock-based compensation | $ 1,163,000 | $ 2,430,000 | $ 3,399,000 | 4,367,000 | 4,745,000 | 6,660,000 |
Paid in kind interest expense | 1,473,000 | 2,948,000 | 4,408,000 | |||
Cardiothoracic closure business divestiture contingency consideration | (3,000,000) | (34,090,000) | ||||
Significant investing items: | ||||||
Purchases of property, plant and equipment | $ (502,000) | $ (456,000) | $ (817,000) | (1,468,000) | (1,217,000) | (593,000) |
Proceeds from cardiothoracic closure business divestiture | 3,000,000 | 51,000,000 | ||||
Discontinued Operations [Member] | ||||||
Significant operating non-cash reconciliation items: | ||||||
Depreciation and amortization expense | 4,466,000 | 5,120,000 | 5,770,000 | |||
Provision for bad debts and product returns | 101,000 | 857,000 | 676,000 | |||
Provision for inventory write-downs | 6,340,000 | 7,142,000 | 4,155,000 | |||
Deferred income tax (benefit) provision | (3,989,000) | 3,682,000 | 307,000 | |||
Stock-based compensation | 540,000 | 374,000 | 154,000 | |||
Paid in kind interest expense | 4,408,000 | |||||
Significant investing items: | ||||||
Purchases of property, plant and equipment | (6,866,000) | (6,200,000) | (6,161,000) | |||
Patent and acquired intangible asset costs | (578,000) | (1,028,000) | (215,000) | |||
Proceeds from cardiothoracic closure business divestiture | $ 0 | $ 3,000,000 | $ 51,000,000 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Schedule of Total Revenue by Region (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenues | $ 31,574 | $ 28,702 | $ 32,747 | $ 24,400 | $ 23,125 | $ 24,142 | $ 22,384 | $ 22,461 | $ 117,423 | $ 92,112 | $ 90,281 |
Transferred At Point In Time [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenues | 117,423 | 92,112 | 90,281 | ||||||||
Transferred At Point In Time [Member] | Domestic [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenues | 97,703 | 78,580 | 77,590 | ||||||||
Transferred At Point In Time [Member] | International [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenues | $ 19,720 | $ 13,532 | $ 12,691 |
Acquisition of Paradigm Spine_3
Acquisition of Paradigm Spine, LLC - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Mar. 08, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 |
Business Acquisition [Line Items] | ||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Severance expenses | $ 0 | $ 773 | $ 8,522 | |||||
Goodwill acquired | 135,589 | 1,001 | ||||||
Master Transaction Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock par value | $ 0.001 | |||||||
Master Transaction Agreement [Member] | One Fully Paid And Nonassessable [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock par value | $ 0.001 | |||||||
Paradigm Spine [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Potential debt to finance business combination | $ 100,000 | |||||||
Number of common stock to be issued at closing, shares | 10,729,614 | |||||||
Cash consideration threshold working capital amount | $ 7,000 | |||||||
Potential debt to finance business combination | 100,000 | |||||||
Contingent liability | 72,177 | 0 | $ 0 | |||||
Acquisition and integration expenses | $ 11,394 | $ 4,143 | 15,537 | |||||
Business development expenses | 462 | |||||||
Severance expenses | $ 896 | |||||||
Inventory fair value, current | 7,122 | |||||||
Inventory fair value, noncurrent | 10,525 | |||||||
Goodwill acquired | 135,589 | |||||||
Paradigm Spine [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of common stock to be issued at closing, value | $ 50,000 |
Acquisition of Paradigm Spine_4
Acquisition of Paradigm Spine, LLC - Acquisition Purchase Price (Detail) - USD ($) $ in Thousands | Mar. 08, 2019 | Mar. 31, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||||
Cash proceeds from second lien credit agreement | $ 115,000 | $ 115,000 | $ 118,000 | $ 121,500 | $ 74,425 | $ 6,000 | |
Paradigm Spine [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash proceeds from second lien credit agreement | $ 100,000 | ||||||
Fair market value of securities issued | 60,730 | ||||||
Fair market value of contingent earnout | 72,177 | ||||||
Total purchase price | $ 232,907 | $ 99,692 |
Acquisition of Paradigm Spine_5
Acquisition of Paradigm Spine, LLC - Summary of Changes to Fair Value of Acquired Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 08, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 0 | $ 4,414 | $ 3,413 | |
Paradigm Spine [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 307 | |||
Accounts receivable | 5,220 | |||
Inventories | 17,647 | |||
Other current assets | 934 | |||
Property, plant and equipment | 379 | |||
Other non-current assets | 1,079 | |||
Current liabilities | (6,169) | |||
Lease liabilities | (1,079) | |||
Net tangible assets acquired | 18,318 | |||
Other intangible assets | 79,000 | |||
Goodwill | 135,589 | |||
Total net assets acquired | $ 232,907 |
Acquisition of Paradigm Spine_6
Acquisition of Paradigm Spine, LLC. - Pro Forma Information of Operations (Detail) - Paradigm Spine [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition, Pro Forma Information [Line Items] | ||
Revenues | $ 37,374 | $ 40,810 |
Net loss | $ (16,547) | $ (42,550) |
Acquisition of Zyga Technology
Acquisition of Zyga Technology Inc.- Purchase Price (Detail) - Zyga Technology Inc [Member] - USD ($) $ in Thousands | Jan. 04, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Combinations [Line Items] | |||
Cash from RTI Surgical | $ 3,000 | $ 3,000 | $ 21,000 |
Total purchase price | 21,000 | ||
Revolving Credit Facility [Member] | |||
Business Combinations [Line Items] | |||
Cash proceeds from revolving credit facility | $ 18,000 |
Acquisition of Zyga Technolog_3
Acquisition of Zyga Technology Inc.- Final Allocation of Total Consideration Tangible and Intangible Assets and Liabilities Fair Values (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 04, 2018 | Dec. 31, 2017 |
Business Combinations [Line Items] | ||||
Acquisition contingencies | $ (1,130) | $ (4,986) | ||
Goodwill | $ 0 | $ 4,414 | $ 3,413 | |
Zyga Technology Inc [Member] | ||||
Business Combinations [Line Items] | ||||
Inventories | $ 1,099 | |||
Accounts receivable | 573 | |||
Other current assets | 53 | |||
Property, plant and equipment | 151 | |||
Other assets | 26 | |||
Deferred tax assets | 4,715 | |||
Current liabilities | (947) | |||
Acquisition contingencies | (4,986) | |||
Net tangible assets acquired | 684 | |||
Other intangible assets | 6,760 | |||
Goodwill | 13,556 | |||
Total net assets acquired | $ 21,000 |
Acquisition of Zyga Technolog_4
Acquisition of Zyga Technology Inc.- Proforma Information (Detail) - Zyga Technology Inc [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Business Combinations [Line Items] | |
Revenues | $ 4,809 |
Net loss applicable to common shares | $ (2,640) |
Acquisition of Zyga Technolog_5
Acquisition of Zyga Technology Inc. - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 04, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Business Combinations [Line Items] | |||||
Goodwill | $ 0 | $ 4,414 | $ 3,413 | ||
Patents [Member] | Maximum [Member] | |||||
Business Combinations [Line Items] | |||||
Other intangible assets, useful life | 16 years | ||||
Zyga Technology Inc [Member] | |||||
Business Combinations [Line Items] | |||||
Payments to acquire businesses | $ 21,000 | ||||
Cash from RTI Surgical | 3,000 | $ 3,000 | $ 21,000 | ||
Earnout consideration | 4,986 | ||||
Acquisition related costs | 1,430 | $ 800 | $ 630 | ||
Total considerations including acquisition contingencies | 25,986 | ||||
Goodwill | 13,556 | ||||
Zyga Technology Inc [Member] | Patents [Member] | |||||
Business Combinations [Line Items] | |||||
Other intangible assets | $ 6,500 | ||||
Other intangible assets, useful life | 13 years | ||||
Zyga Technology Inc [Member] | Trademarks [Member] | |||||
Business Combinations [Line Items] | |||||
Other intangible assets | $ 80 | ||||
Other intangible assets, useful life | 1 year | ||||
Zyga Technology Inc [Member] | Marketing-Related Intangible Assets [Member] | |||||
Business Combinations [Line Items] | |||||
Other intangible assets | $ 180 | ||||
Other intangible assets, useful life | 7 years | ||||
Zyga Technology Inc [Member] | Revolving Credit Facility [Member] | |||||
Business Combinations [Line Items] | |||||
Cash proceeds from revolving credit facility | $ 18,000 | ||||
Zyga Technology Inc [Member] | Clinical Milestones [Member] | |||||
Business Combinations [Line Items] | |||||
Earnout consideration | 1,000 | ||||
Zyga Technology Inc [Member] | Revenue Earnout [Member] | Maximum [Member] | |||||
Business Combinations [Line Items] | |||||
Earnout consideration | $ 35,000 | ||||
Zyga Technology Inc [Member] | Earn Out Payment [Member] | |||||
Business Combinations [Line Items] | |||||
Reduction in contingent liability | $ 3,856 |
Cardiothoracic Closure Busine_3
Cardiothoracic Closure Business Divestiture - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 03, 2017 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from divestiture of businesses | $ 3,000 | $ 51,000 | ||
Discontinued Operations, Disposed of by Sale [Member] | Cardiothoracic [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from divestiture of businesses | $ 54,000 | |||
Escrow deposit | 3,000 | |||
Cash consideration | (51,000) | $ 3,000 | ||
Contingent consideration earned upon certain revenue milestones | 5,000 | |||
Contingent cash consideration receivable | $ 1,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Nov. 29, 2019 | Dec. 04, 2017 | Sep. 18, 2017 | Jan. 29, 2017 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of market value of common stock, stock options exercise price | 100.00% | ||||
Percentage of market value of common stock, restricted stock award granted | 100.00% | ||||
Granted, Number of Options | 584,297 | ||||
2018 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares of common stock allowed to be issued | 5,726,035 | ||||
Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total unrecognized stock-based compensation | $ 1,431 | ||||
Stock-based compensation awards, weighted-average period recognized | 3 years | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total unrecognized stock-based compensation | $ 2,357 | ||||
Stock-based compensation awards, weighted-average period recognized | 1 year 7 months 2 days | ||||
Shares granted | 792,803 | ||||
Restricted Stock [Member] | Employee [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted | 625,881 | ||||
Restricted Stock [Member] | Non-Employee [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted | 166,922 | ||||
Restricted Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total unrecognized stock-based compensation | $ 620 | ||||
Stock-based compensation awards, weighted-average period recognized | 2 years | ||||
Shares granted | 226,352 | ||||
Restricted Stock Units [Member] | Employee [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted | 226,352 | ||||
Restricted Stock Agreement #1 [Member] | Common Stock [Member] | Mr. Camille Farhat [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted | 850,000 | ||||
Restricted Stock Agreement #2 [Member] | Common Stock [Member] | Mr. Camille Farhat [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted | 150,000 | ||||
Option Agreement [Member] | Mr. Camille Farhat [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation arrangement exercise price | $ 3.20 | ||||
Share-based compensation arrangement expiration date | Jan. 26, 2022 | ||||
Option Agreement [Member] | Mr. Camille Farhat [Member] | Average Stock Price Benchmark One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation arrangement by share based payment award number of options expected to vest | 650,000 | ||||
Stock-based compensation award, vesting rights description | Company’s average publicly traded stock price is over $6.00 for a sixty- consecutive calendar day period | ||||
Option Agreement [Member] | Mr. Camille Farhat [Member] | Average Stock Price Benchmark Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation arrangement by share based payment award number of options expected to vest | 650,000 | ||||
Stock-based compensation award, vesting rights description | Company’s average publicly traded stock price is over $7.00 for a sixty-consecutive calendar day period. | ||||
Option Agreement [Member] | Mr. Camille Farhat [Member] | Average Stock Price Benchmark Three [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation arrangement by share based payment award number of options expected to vest | 650,000 | ||||
Stock-based compensation award, vesting rights description | Company’s average publicly traded stock price is over $8.00 for a sixty-consecutive calendar day period. | ||||
Option Agreement [Member] | Mr. Jonathon Singer [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation arrangement exercise price | $ 4.55 | ||||
Share-based compensation arrangement expiration date | Sep. 18, 2027 | ||||
Stock-based compensation award, vesting rights description | e Company’s average publicly traded stock price is over $7.00 per share for a sixty-consecutive calendar day period. | ||||
Option Agreement [Member] | Mr. Jonathon Singer [Member] | Average Stock Price Benchmark One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation arrangement by share based payment award number of options expected to vest | 102,300 | ||||
Option Agreement [Member] | Mr. Jonathon Singer [Member] | Average Stock Price Benchmark Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation arrangement by share based payment award number of options expected to vest | 102,300 | ||||
Stock-based compensation award, vesting rights description | Company’s average publicly traded stock price is over $8.00 per share for a sixty-consecutive calendar day period. | ||||
Option Agreement [Member] | Mr. Jonathon Singer [Member] | Average Stock Price Benchmark Three [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation arrangement by share based payment award number of options expected to vest | 102,300 | ||||
Stock-based compensation award, vesting rights description | Company’s average publicly traded stock price is over $9.00 per share for a sixty-consecutive calendar day period. | ||||
Option Agreement [Member] | Mr. Terry Rich [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation arrangement exercise price | $ 2.09 | ||||
Share based compensation arrangement by share based payment award number of options expected to vest | 62,799 | ||||
Option Agreement [Member] | Mr. Terry Rich [Member] | Average Stock Price Benchmark One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation award, vesting rights description | On the first anniversary of the grant date | ||||
Option Agreement [Member] | Mr. Terry Rich [Member] | Average Stock Price Benchmark Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation arrangement by share based payment award number of options expected to vest | 15,700 | ||||
Stock-based compensation award, vesting rights description | per calendar quarter commencing on the fifteenth month following the grant date and continuing for two years after. | ||||
Option Agreement [Member] | Common Stock [Member] | Mr. Camille Farhat [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, Number of Options | 1,950,000 | ||||
Option Agreement [Member] | Common Stock [Member] | Mr. Jonathon Singer [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, Number of Options | 306,900 | ||||
Option Agreement [Member] | Common Stock [Member] | Mr. Terry Rich [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, Number of Options | 188,397 | ||||
Restricted Stock Agreement [Member] | Mr. Terry Rich [Member] | Average Stock Price Benchmark One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation arrangement by share based payment award number of options expected to vest | 41,866 | ||||
Stock-based compensation award, vesting rights description | On the first anniversary of the grant date | ||||
Restricted Stock Agreement [Member] | Mr. Terry Rich [Member] | Average Stock Price Benchmark Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation arrangement by share based payment award number of options expected to vest | 10,467 | ||||
Stock-based compensation award, vesting rights description | per calendar quarter commencing on the fifteenth month following the grant date and continuing for two years year after. | ||||
Restricted Stock Agreement [Member] | Common Stock [Member] | Mr. Terry Rich [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted | 125,598 | ||||
Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Contractual term of stock options granted | 5 years | ||||
Minimum [Member] | Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation award, vesting period | 1 year | ||||
Minimum [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation award, vesting period | 1 year | ||||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Contractual term of stock options granted | 10 years | ||||
Maximum [Member] | Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation award, vesting period | 5 years | ||||
Maximum [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation award, vesting period | 0 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options Outstanding, Exercisable and Available for Grant (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Outstanding, Number of Options | shares | 4,275,744 |
Granted, Number of Options | shares | 584,297 |
Exercised, Number of Shares | $ | $ (118,500) |
Forfeited or expired, Number of Shares | shares | (205,080) |
Outstanding, Number of Options | shares | 4,536,461 |
Vested or expected to vest, Number of Options | shares | 4,301,432 |
Exercisable, Number of Options | shares | 1,085,814 |
Available for grant, Number of Options | shares | 4,186,650 |
Outstanding, Weighted Average Exercise Price | $ / shares | $ 3.76 |
Granted, Weighted Average Exercise Price | $ / shares | 3.85 |
Exercised, Weighted Average Exercise Price | $ / shares | 3.34 |
Forfeited or expired, Weighted Average Exercise Price | $ / shares | 4.46 |
Outstanding, Weighted Average Exercise Price | $ / shares | 3.75 |
Vested or expected to vest, Weighted Average Exercise Price | $ / shares | 3.73 |
Exercisable, Weighted Average Exercise Price | $ / shares | $ 4.10 |
Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 3 days |
Vested or expected to vest, Weighted Average Remaining Contractual Life (Years) | 3 years 9 months 21 days |
Exercisable, Weighted Average Remaining Contractual Life (Years) | 2 years 8 months 4 days |
Outstanding, Aggregate Intrinsic Value | $ | $ 124 |
Vested or expected to vest, Aggregate Intrinsic Value | $ | 97 |
Exercisable, Aggregate Intrinsic Value | $ | $ 3 |
Stock-Based Compensation - Othe
Stock-Based Compensation - Other Information Concerning Stock Options (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Weighted average fair value of stock options granted | $ 1.56 | $ 2.05 | $ 1.66 |
Aggregate intrinsic value of stock options exercised | $ 161 | $ 349 | $ 2,786 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Weighted-Average Assumptions Used to Determine Fair Value of Options (Detail) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Expected term (years) | 6 years 6 months | 6 years 6 months | 6 years 6 months |
Risk free interest rate | 2.54% | 2.75% | 2.26% |
Volatility factor | 37.73% | 43.74% | 47.39% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - Unve
Stock-Based Compensation - Unvested Restricted Stock Awards (Detail) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Balance, Number of shares | shares | 1,032,715 |
Granted, Number of shares | shares | 792,803 |
Vested, Number of shares | shares | (516,491) |
Forfeited, Number of shares | shares | (81,169) |
Ending Balance, Number of shares | shares | 1,227,858 |
Beginning Balance, Weighted Average Grant Date Fair Value | $ / shares | $ 4.32 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | 4.38 |
Vested, Weighted Average Grant Date Fair Value | $ / shares | 4.27 |
Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 4.86 |
Ending Balance, Weighted Average Grant Date Fair Value | $ / shares | $ 4.34 |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted, Number of shares | shares | 226,352 |
Forfeited, Number of shares | shares | (41,770) |
Ending Balance, Number of shares | shares | 184,582 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | $ 7.41 |
Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 7.41 |
Ending Balance, Weighted Average Grant Date Fair Value | $ / shares | $ 7.41 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-Based Compensation Recognized (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | $ 3,827 | $ 4,371 | $ 6,608 |
Costs of Processing and Distribution [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 144 | 132 | 132 |
Marketing General and Administrative [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 3,623 | 4,179 | 6,432 |
Research and Development Expense [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | $ 60 | $ 60 | $ 44 |
Schedule of Calculation of Gain
Schedule of Calculation of Gain of CT Business Divestiture (Detail) - Discontinued Operations, Disposed of by Sale [Member] - Cardiothoracic [Member] - USD ($) $ in Thousands | Aug. 03, 2017 | Sep. 30, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from cardiothoracic closure business divestiture | $ 51,000 | $ (3,000) |
Inventories - net | (2,893) | |
Property, plant and equipment - net | (1,299) | |
Goodwill | (8,645) | |
Other intangible assets - net | (280) | |
Cardiothoracic closure business divestiture expenses | (3,793) | |
Gain on cardiothoracic closure business divestiture | $ 34,090 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Inventory [Line Items] | ||||||
Provision for inventory write-downs | $ 1,530 | $ 3,274 | $ 5,482 | $ 8,493 | $ 15,122 | $ 5,066 |
International distribution infrastructure [Member] | ||||||
Inventory [Line Items] | ||||||
Provision for inventory write-downs | 1,023 | |||||
Map3® Implant [Member] | ||||||
Inventory [Line Items] | ||||||
Provision for inventory write-downs | 6,559 | |||||
Paradigm Spine [Member] | ||||||
Inventory [Line Items] | ||||||
Provision for inventory write-downs | 513 | |||||
Adjustments [Member] | ||||||
Inventory [Line Items] | ||||||
Provision for inventory write-downs | $ 2,153 | $ 7,983 | $ 911 |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets - Schedule of Prepaid and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Income tax receivable | $ 2,785 | $ 3,902 |
Prepaid expenses | 996 | 855 |
Other | 253 | 464 |
Prepaid and other current assets | $ 4,034 | $ 5,221 |
Property, Plant and Equipment -
Property, Plant and Equipment - Components of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 789 | $ 24,959 |
Less accumulated depreciation | (13,538) | |
Property, plant and equipment, net | 789 | 11,421 |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 77 | |
Processing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 110 | 121 |
Surgical Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 541 | 24,070 |
Office Equipment, Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 122 | 597 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 16 | 37 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 57 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense in connection with property, plant and equipment | $ 7,670 | $ 5,904 | $ 5,196 |
Asset impairment and abandonments | 201 | ||
Map3® Implant [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset impairment and abandonments | 11,856 | $ 1,797 | |
Property, Plant and Equipment [Member] | Spine [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset impairment and abandonments | 11,655 | ||
Right of use lease asset [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Asset impairment and abandonments | $ 201 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | ||||
Beginning Balance | $ 4,414 | $ 3,413 | ||
Goodwill additions related to acquisitions | 135,589 | 1,001 | ||
Goodwill impairment | $ 0 | (140,003) | 0 | $ 0 |
Ending Balance | $ 0 | $ 4,414 | $ 3,413 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) $ in Thousands | Mar. 08, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Goodwill [Line Items] | |||||
Goodwill impairment | $ 0 | $ 140,003 | $ 0 | $ 0 | |
Goodwill acquired | 135,589 | $ 1,001 | |||
Paradigm Spine [Member] | |||||
Goodwill [Line Items] | |||||
Total purchase price | $ 232,907 | $ 99,692 | |||
Goodwill acquired | $ 135,589 | ||||
Paradigm Spine [Member] | Valuation, Income Approach [Member] | |||||
Goodwill [Line Items] | |||||
Equity securities, fv-ni, measurement input | 75 | ||||
Paradigm Spine [Member] | Valuation, Market Approach [Member] | |||||
Goodwill [Line Items] | |||||
Equity securities, fv-ni, measurement input | 25 | ||||
Fair value exceeding the carrying value | 54.00% |
Other Intangible Assets - Compo
Other Intangible Assets - Components of Other Intangible Assets (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | $ 24,109 |
Accumulated Amortization | 10,605 |
Net Carrying Amount | 13,504 |
Patents [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 10,486 |
Accumulated Amortization | 2,046 |
Net Carrying Amount | 8,440 |
Licensing Rights [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 9,806 |
Accumulated Amortization | 5,571 |
Net Carrying Amount | 4,235 |
Marketing and Procurement and Other Intangible Assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 3,817 |
Accumulated Amortization | 2,988 |
Net Carrying Amount | $ 829 |
Other Intangible Assets - Addit
Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Other Intangible Assets [Line Items] | |||
Amortization expense of other intangible assets | $ 10,671 | $ 3,555 | $ 3,267 |
Impairment charges | 85,096 | 2,718 | |
Map3® Implant [Member] | |||
Schedule Of Other Intangible Assets [Line Items] | |||
Impairment charges | $ 2,718 | ||
Spine [Member] | |||
Schedule Of Other Intangible Assets [Line Items] | |||
Impairment charges | 85,096 | ||
Spine [Member] | Paradigm Spine [Member] | |||
Schedule Of Other Intangible Assets [Line Items] | |||
Impairment charges | $ 71,958 |
Fair Value Information - Additi
Fair Value Information - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 08, 2019 | Jan. 04, 2018 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Gain on acquisition contingencies line | $ 76,033 | $ 0 | $ 0 | ||
Impairment on long-lived assets | 11,655 | $ 1,797 | $ 0 | ||
Zyga Technology Inc [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Contingent liability | $ 4,986 | ||||
Zyga Technology Inc [Member] | Earn Out Payment [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Reduction in contingent liability | 3,856 | ||||
Paradigm Spine [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Contingent liability | 0 | $ 72,177 | |||
Gain on acquisition contingencies line | $ 72,177 |
Fair Value Information - Summar
Fair Value Information - Summary of Impairments of Long-Lived Assets and Related Post Impairment Fair Values (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |||
Property, plant and equipment - net, Impairment | $ 11,655 | $ 1,797 | $ 0 |
Other intangible assets - net, Impairment | 85,096 | 2,718 | |
Other assets - net, Impairment | 201 | ||
Impairment | $ 96,952 | $ 4,515 |
Accrued Expenses - Accrued Expe
Accrued Expenses - Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 2,911 | $ 4,439 |
Accrued severance and restructuring costs | 136 | 908 |
Accrued distributor commissions | 4,325 | 3,119 |
Accrued business development expenses | 2,555 | |
Accrued leases | 967 | |
Other | 4,205 | 4,563 |
Total accrued expenses | $ 15,099 | $ 13,029 |
Short and Long-Term Obligatio_3
Short and Long-Term Obligations - Short and Long-Term Obligations (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Ares Term Loan | $ 104,406 | |
JPM Facility | 71,000 | $ 50,000 |
Less unamortized debt issuance costs | (1,229) | (927) |
Debt and capital lease obligation, total | 174,177 | 49,073 |
Less current portion | $ 174,177 | |
Long-term portion | $ 49,073 |
Short and Long-Term Obligatio_4
Short and Long-Term Obligations - Additional Information (Detail) $ in Thousands | Jul. 20, 2020USD ($) | Dec. 09, 2019USD ($) | Mar. 08, 2019USD ($) | Jun. 05, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2021 |
Line of Credit Facility [Line Items] | ||||||||
Line of credit remaining borrowing capacity | $ 9,000 | |||||||
Debt issuance cost | 826 | |||||||
Cash and cash equivalents | $ 5,608 | $ 10,949 | ||||||
Leverage to adjusted EBITDA ratio | 500.00% | |||||||
Covenant ratio for first quarter | 575.00% | |||||||
Covenant ratio for second quarter | 525.00% | |||||||
Covenant ratio for third quarter | 525.00% | |||||||
Covenant ratio for fourth quarter | 350.00% | |||||||
Leverage ratio | 496.00% | |||||||
Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Credit facility, variable interest rate | 3.69% | |||||||
Line of credit remaining borrowing capacity | $ 9,000 | |||||||
Line of credit outstanding amount | 71,000 | |||||||
Amortization of debt issuance cost | $ 524 | $ 528 | $ 409 | |||||
Ares Term Loans [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, maturity date | Dec. 5, 2023 | |||||||
Interest rate on term loan | 10.49% | |||||||
2017 Loan Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Credit facility, additional borrowing capacity | $ 42,500 | |||||||
Debt instrument, maturity date | Sep. 15, 2019 | |||||||
2017 Loan Agreement [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | |||||||
2018 Loan Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Percentage of foreign subsidiaries stock held as collateral | 65.00% | |||||||
Credit facility guaranteed description | The JPM Facility is guaranteed by the Company’s domestic subsidiaries and is secured by: (i) substantially all of the assets of the Company and Pioneer Surgical; (ii) substantially all of the assets of each of the Company’s domestic subsidiaries; and (iii) 65% of the stock of the Company’s foreign subsidiaries. | |||||||
Minimum fixed charge coverage ratio | 100.00% | |||||||
Covenant Terms of Credit Facility | The Company is subject to certain affirmative and negative covenants, including (but not limited to), covenants limiting the Company’s ability to: incur certain additional indebtedness; create certain liens; enter into sale and leaseback transactions; and consolidate or merge with, or convey, transfer or lease all or substantially all of its assets to another person. The Company is required to maintain a minimum fixed charge coverage ratio of at least 1.00:1.00 (the “JPM Required Minimum Fixed Charge Coverage Ratio”) during either of the following periods (each, a “JPM Covenant Testing Period”): (i) a period beginning on a date that a default has occurred and is continuing under the loan documents entered into by the Company in conjunction with the 2018 Credit Agreement through the first date on which no default has occurred and is continuing; or (ii) a period beginning on a date that availability under the JPM Facility is less than the specified covenant testing threshold and continuing until availability under the JPM Facility is greater than or equal to the specified covenant testing threshold for thirty (30) consecutive days. | |||||||
2018 Loan Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Credit facility, original borrowing capacity | $ 75,000 | $ 100,000 | ||||||
Credit facility, additional borrowing capacity | 100,000 | |||||||
Revolving line of credit commitment reduction amount | $ 80,000 | 75,000 | ||||||
Debt retirement | $ 80,000 | |||||||
2018 Loan Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Credit facility, additional borrowing capacity | $ 50,000 | |||||||
2019 Loan Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Paid in kind option to pay interest | 50.00% | |||||||
Increase in term loan interest rate | 0.75% | |||||||
2019 Loan Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 8.50% | |||||||
2019 Loan Agreement [Member] | Base Rate [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 7.50% | |||||||
2019 Loan Agreement [Member] | Ares Term Loans [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Credit facility, original borrowing capacity | $ 100,000 | |||||||
Percentage of foreign subsidiaries stock held as collateral | 65.00% | |||||||
Minimum fixed charge coverage ratio | 91.00% | |||||||
Covenant Terms of Credit Facility | The Ares Term Loan is guaranteed by the Company and each of the Company’s domestic subsidiaries and is secured by: (i) substantially all of the assets of Legacy RTI; (ii) substantially all of the assets of the Company; (iii) substantially all of the assets of the Company’s domestic subsidiaries; and (iv) 65% of the stock of the Company’s foreign subsidiaries. | |||||||
Net leverage ratio (%) | 900 | |||||||
2019 Loan Agreement [Member] | Ares Term Loans [Member] | Second Amendment To Second Lien Credit Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt retirement | 100,000 | |||||||
2019 Loan Agreement [Member] | Ares Term Loans [Member] | Forecast [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Net leverage ratio (%) | 3.50 | |||||||
2019 Loan Agreement [Member] | Incremental Term Loan [Member] | Second Amendment To Second Lien Credit Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt retirement | $ 30,000 |
Income Taxes - Schedule of Pre-
Income Taxes - Schedule of Pre-Tax Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||
Domestic (U.S., state and local) | $ (242,896) | $ (64,808) | $ (62,631) |
Foreign | 39 | ||
Total pre-tax income | $ (242,857) | $ (64,808) | $ (62,631) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Benefit (Provision) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 312 | $ 398 | $ (804) |
State | (89) | (40) | (34) |
International | (138) | ||
Total current | 85 | 358 | (838) |
Deferred: | |||
Federal | (2,456) | 11,232 | 17,782 |
State | (169) | (419) | 1,283 |
International | (3,381) | 3,988 | |
Total deferred | (6,006) | 14,801 | 19,065 |
Total income tax (provision) benefit | $ (5,921) | $ 15,159 | $ 18,227 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Accounts receivable | $ 1,184 | $ 513 |
Accrued liabilities | 3,418 | 2,118 |
Deferred compensation | 1,526 | 1,372 |
Fixed assets and intangibles | 16,119 | |
Inventory | 10,165 | 7,744 |
Net operating losses | 9,342 | 4,333 |
Revenue | 650 | |
Tax credits | 6,372 | 5,993 |
Lease Liability | 695 | |
Valuation allowance | (48,115) | (3,093) |
Total Deferred Income Tax Assets | 706 | 19,630 |
Fixed assets and intangibles | (5,859) | |
Revenue | (59) | |
Right of Use Asset (Leases) | (544) | |
Other | (103) | |
Total Deferred Income Tax Liabilities | $ (706) | $ (5,859) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | ||||
Statutory federal rate | 21.00% | 21.00% | 35.00% | |
Domestic deferred tax assets, valuation allowances | $ 48,115 | $ 3,093 | ||
Research tax credit carryforwards | $ 7,111 | |||
Net operating loss carryforwards, expiration start year | 2029 | |||
Net operating loss carryforwards, expiration end year | 2038 | |||
Unrecognized tax benefits | $ 1,088 | 1,088 | $ 1,591 | $ 1,591 |
Income tax expense (benefit) due to change in tax rate | $ (650) | $ 2,187 | ||
Domestic Tax Authority [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards, subject to expiration | 9,911 | |||
Net operating loss carryforwards, not subject to expiration | $ 21,950 | |||
Net operating loss carryforwards, expiration start year | 2026 | |||
Net operating loss carryforwards, expiration end year | 2037 | |||
State and Local Jurisdiction [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards, subject to expiration | $ 48,143 | |||
Net operating loss carryforwards, not subject to expiration | $ 3,443 | |||
Net operating loss carryforwards, expiration start year | 2022 | |||
Net operating loss carryforwards, expiration end year | 2039 | |||
Net operating loss carryforwards, subject to expiration | $ 51,626 |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Opening balance | $ 1,591 |
Reductions for tax positions of prior years | (415) |
Reductions for expiration of statute of limitations | (88) |
Unrecognized tax benefits | $ 1,088 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal rate | 21.00% | 21.00% | 35.00% |
State income taxes-net of federal tax benefit | (0.56%) | 2.34% | 2.08% |
Foreign rate differential | 0.00% | (3.59%) | 0.00% |
Acquisition expenses | 0.00% | (0.83%) | 0.00% |
Gain on acquisition contingency | 6.58% | 0.00% | 0.00% |
Goodwill impairment disposal | (11.88%) | 0.00% | 0.00% |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Life Insurance, Percent | 0.00% | (0.11%) | 0.58% |
Officer compensation | 0.00% | (0.90%) | (1.74%) |
Stock-based compensation | 0.00% | (0.41%) | (2.47%) |
Effective Income Tax Rate Reconciliation, Tax Credit, Percent | 0.04% | 0.99% | 0.67% |
Tax legislation | 0.00% | 1.05% | (3.47%) |
Valuation allowances | (16.98%) | 3.26% | (0.25%) |
Uncertain tax positionsı | 0.00% | 0.78% | 0.00% |
Other reconciling items, net | (0.63%) | (0.17%) | (1.45%) |
Effective tax rate | (2.43%) | 23.41% | 28.95% |
Preferred Stock - Schedule of P
Preferred Stock - Schedule of Preferred Stock (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Temporary Equity [Line Items] | ||||
Accrued dividend | $ 2,120 | $ 3,723 | ||
Amortization of preferred stock issuance costs | $ 184 | 183 | 184 | |
Net Total | 66,410 | 66,226 | 63,923 | $ 60,016 |
Series A Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Accrued dividend | 2,120 | 3,723 | ||
Amortization of preferred stock issuance costs | 184 | 183 | 184 | |
Net Total | 66,519 | 66,519 | 64,399 | 60,676 |
Preferred stock issuance cost | $ (109) | $ (293) | $ (476) | $ (660) |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 16, 2013 | Jun. 12, 2013 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Series A Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Preferred stock issuance cost | $ (109) | $ (293) | $ (476) | $ (660) | ||
Private Placement [Member] | Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Convertible preferred stock issued | $ 50,000 | |||||
Preferred stock issuance cost | $ 1,290 | |||||
Private Placement [Member] | Series A Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Preferred stock dividend rate | 6.00% | |||||
Preferred stock conversion price per share | $ 4.39 | |||||
Convertible preferred stock, shares issued upon conversion | 228 | |||||
Convertible preferred stock, stock price trigger | $ 7.98 | |||||
Convertible preferred stock, Description of Conversion | The preferred stock will be convertible at the election of the holders into shares of the Company’s common stock at an initial conversion price of $4.39 per share which would result in a conversion ratio of approximately 228 shares of common stock for each share of preferred stock. The preferred stock is convertible at the election of the Company five years after its issuance or at any time if the Company’s common stock closes at or above $7.98 per share for at least 20 consecutive trading days. | |||||
Convertible preferred stock, stagnation period for conversion | 5 years | |||||
Convertible preferred stock, consecutive trading days | 20 days | |||||
Convertible preferred stock, liquidation preference per share | $ 1,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - shares | 12 Months Ended | ||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | |||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 |
Preferred stock, shares outstanding | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 |
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 |
Common stock, voting rights description | Holders of common stock are entitled to one vote for each share held at all stockholder meetings. |
Executive Transition Costs - Ad
Executive Transition Costs - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Postemployment Benefits Disclosure [Line Items] | |||
Executive transition costs | $ 1,169 | ||
Former Chief Executive Officer [Member] | |||
Postemployment Benefits Disclosure [Line Items] | |||
Executive transition costs | $ 4,404 | ||
Chief Executive Officer And Chief Financial And Administrative Officer [Member] | |||
Postemployment Benefits Disclosure [Line Items] | |||
Executive transition costs | $ 2,818 |
Executive Transition Costs - Sc
Executive Transition Costs - Schedule of Restructuring Charges (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||
Executive transition costs accrued | $ 0 | $ 0 | $ (2,818) |
Stock-based compensation | (3,827) | (4,371) | (6,608) |
Chief Executive Officer and Chief Financial and Administrative Officer [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Accrued executive transition costs, beginning balance | 43 | 2,337 | 2,406 |
Executive transition costs accrued | 2,818 | ||
Stock-based compensation | (1,612) | ||
Cash payments | $ (43) | (2,294) | (1,275) |
Accrued executive transition costs, ending balance | $ 43 | $ 2,337 |
Severance and Restructuring C_3
Severance and Restructuring Costs - Additional Information (Detail) - Employee Severance [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||
Severance and restructuring costs | $ 626 | $ 773 | $ 8,522 |
Paradigm Spine [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance and restructuring costs | $ 896 |
Severance and Restructuring C_4
Severance and Restructuring Costs - Schedule of Restructuring Charges (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||
Accrued severance and restructuring charges, beginning balance | $ 908 | ||
Accrued severance and restructuring charges, ending balance | 136 | $ 908 | |
Employee Severance [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Accrued severance and restructuring charges, beginning balance | 908 | 2,886 | $ 456 |
Severance and restructuring expenses accrued | 626 | 773 | 8,522 |
Severance and restructuring related cash payments | (1,398) | (2,751) | (4,939) |
Accrued severance and restructuring charges, ending balance | $ 136 | $ 908 | 2,886 |
Stock based compensation | $ (1,153) |
Retirement Benefits - Additiona
Retirement Benefits - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Amounts expensed | $ 2,908 | $ 2,556 | $ 2,805 |
Maximum [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of match | 6.00% |
Concentrations of Risk - Schedu
Concentrations of Risk - Schedule of Percentage of Total Revenues Derived from Company's Largest Distributors (Detail) - Distributors Concentration Risk [Member] - Sales Revenue, Net [Member] | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Zimmer [Member] | |||
Concentration Risk [Line Items] | |||
Percentage of sales revenue | 18.00% | 21.00% | 17.00% |
Medtronic [Member] | |||
Concentration Risk [Line Items] | |||
Percentage of sales revenue | 7.00% | 8.00% | 9.00% |
Synthes [Member] | |||
Concentration Risk [Line Items] | |||
Percentage of sales revenue | 4.00% | 5.00% | 4.00% |
Concentrations of Risk - Additi
Concentrations of Risk - Additional Information (Detail) | Dec. 31, 2019Country |
Segment Reporting [Abstract] | |
Number Of Independent Companies | 14 |
Number Of Distribution Companies | 3 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) shares in Thousands | Mar. 08, 2019 | Jan. 04, 2018 | Aug. 03, 2017 | Sep. 30, 2010 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
A&E Medical Corporation [Member] | |||||||
Commitment And Contingencies [Line Items] | |||||||
Payments to acquire businesses | $ 54,000,000 | $ 3,000,000 | |||||
Escrow deposit | 3,000,000 | ||||||
Renew distribution agreement | The term automatically renews for successive five-year periods, unless either party provides written notice of its intent not to renew at least one year prior to the expiration of the initial term or the applicable renewal period. Neither party provided notice of non-renewal on or before December 31, 2016, thereby triggering the five-year automatic renewal period upon the expiration of the initial term. The distribution agreement will therefore continue at least through December 31, 2022. | ||||||
Escrow Amount to satisfy possible indemnification obligations. | 0 | ||||||
Zimmer [Member] | |||||||
Commitment And Contingencies [Line Items] | |||||||
Initial agreement term | 10 years | ||||||
Upfront payment | $ 13,000,000 | ||||||
Upfront payment period | 10 days | ||||||
If A&E Medical Corporation Reaches Certain Milestones [Member] | A&E Medical Corporation [Member] | |||||||
Commitment And Contingencies [Line Items] | |||||||
Payments to acquire businesses | 5,000,000 | ||||||
Successfully Obtaining Certain FDA Regulatory Clearance [Member] | A&E Medical Corporation [Member] | |||||||
Commitment And Contingencies [Line Items] | |||||||
Payments to acquire businesses | $ 1,000,000 | ||||||
Paradigm Spine [Member] | |||||||
Commitment And Contingencies [Line Items] | |||||||
Agreement to acquire business | $ 300,000,000 | ||||||
Cash to be paid at closing | 150,000,000 | ||||||
Potential debt to finance business combination | $ 100,000,000 | ||||||
Number of common stock to be issued at closing, shares | 10,729,614 | ||||||
Number of common stock to be issued at closing, value | $ 50,000,000 | ||||||
Revenue based earnout considerations | 0 | ||||||
Cash from RTI Surgical | 232,907,000 | $ 99,692,000 | |||||
Earnout consideration | 72,177,000 | 0 | |||||
Paradigm Spine [Member] | Maximum [Member] | |||||||
Commitment And Contingencies [Line Items] | |||||||
Revenue based earnout considerations | $ 150,000,000 | ||||||
Zyga Technology Inc [Member] | |||||||
Commitment And Contingencies [Line Items] | |||||||
Date of merger agreement | Jan. 4, 2018 | ||||||
Payments to acquire businesses | $ 21,000,000 | ||||||
Cash from RTI Surgical | 3,000,000 | $ 3,000,000 | $ 21,000,000 | ||||
Earnout consideration | 4,986,000 | ||||||
Zyga Technology Inc [Member] | Clinical Milestones [Member] | |||||||
Commitment And Contingencies [Line Items] | |||||||
Earnout consideration | 1,000,000 | ||||||
Zyga Technology Inc [Member] | Earn Out Payment [Member] | |||||||
Commitment And Contingencies [Line Items] | |||||||
Revenue based earnout considerations | 35,000,000 | ||||||
Zyga Technology Inc [Member] | Clinical and Revenue Milestones Earnout Payment [Member] | |||||||
Commitment And Contingencies [Line Items] | |||||||
Earnout consideration | 1,130,000 | ||||||
Zyga Technology Inc [Member] | Revolving Credit Facility [Member] | |||||||
Commitment And Contingencies [Line Items] | |||||||
Cash proceeds from credit facility | $ 18,000,000 |
Legal and Regulatory Actions -
Legal and Regulatory Actions - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2019ClaimLitigation | |
Commitments and Contingencies Disclosure [Abstract] | |
Outstanding claims | Litigation | 0 |
Claims for which the Company Parties are providing defense and indemnification | Claim | 1,139 |
Quarterly Results of Operatio_3
Quarterly Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information [Line Items] | |||||||||||
Revenues | $ 31,574 | $ 28,702 | $ 32,747 | $ 24,400 | $ 23,125 | $ 24,142 | $ 22,384 | $ 22,461 | $ 117,423 | $ 92,112 | $ 90,281 |
Gross profit | 23,508 | 21,095 | 23,128 | 16,915 | 17,241 | 17,873 | 8,991 | 14,414 | 84,646 | 58,519 | 53,840 |
Loss from continuing operations | (199,591) | (16,972) | (14,003) | (18,212) | (8,610) | (13,743) | (17,124) | (10,172) | (248,778) | (49,649) | (44,404) |
Income from discontinued operations | 2,250 | 11,834 | 14,191 | 8,861 | 9,409 | 16,740 | 11,322 | 9,055 | 37,136 | 46,526 | 51,310 |
Net (loss) income | $ (197,341) | $ (5,138) | $ 188 | $ (9,351) | $ 799 | $ 2,997 | $ (5,802) | $ (1,117) | $ (211,642) | $ (3,123) | $ 6,906 |
Net loss from continuing operations per common share - basic | $ (2.76) | $ (0.23) | $ (0.19) | $ (0.29) | $ (0.14) | $ (0.23) | $ (0.30) | $ (0.18) | $ (3.55) | $ (0.85) | $ (0.83) |
Net loss from continuing operations per common share - diluted | (2.76) | (0.23) | (0.16) | (0.29) | (0.11) | (0.18) | (0.30) | (0.18) | (3.55) | (0.85) | (0.81) |
Net income from discontinued operations per common share - basic | 0.04 | 0.16 | 0.19 | 0.14 | 0.15 | 0.28 | 0.19 | 0.15 | |||
Net income from discontinued operations per common share - diluted | 0.04 | 0.16 | 0.16 | 0.14 | 0.12 | 0.22 | 0.19 | 0.15 | |||
Other comprehensive (loss) income: | |||||||||||
Net (loss) income per common share - basic | (2.72) | (0.07) | 0 | (0.15) | 0.01 | 0.05 | (0.11) | (0.03) | (3.02) | (0.09) | 0.06 |
Net (loss) income per common share - diluted | $ (2.72) | $ (0.07) | $ 0 | $ (0.15) | $ 0.01 | $ 0.04 | $ (0.11) | $ (0.03) | $ (3.02) | $ (0.09) | $ 0.05 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 27, 2020 | Jul. 20, 2020 | Apr. 09, 2020 | Jan. 13, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | ||||||
Line of credit | $ 71,000 | $ 50,000 | ||||
Ardi Bidco Limited [Member] | Third Amendment To Credit Agreement And Joinder Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Modifying certain interest rates contained | 1.00% | |||||
Ardi Bidco Limited [Member] | Fourth Amendment To Credit Agreement And Joinder Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Line of credit | $ 8,000 | |||||
Annual interest rate on loan applicable | 2.75% | |||||
Loan maturity date | Jun. 5, 2023 | |||||
Ardi Bidco Limited [Member] | Fourth Amendment To Credit Agreement And Joinder Agreement [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Incremental term loan commitments | $ 25,000 | |||||
Ardi Bidco Limited [Member] | Second Amendment To Second Lien Credit Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of aggregate principal amount of Incremental Term Loan | 5.00% | |||||
Effective base rate applicable | 12.50% | |||||
Second Amendment Incremental Term Loans description | The interest rate on the Second Amendment Incremental Term Loans is 12.50% and, commencing on September 1, 2020 and on the first day of each of the next four calendar months thereafter, the interest in respect of the Second Amendment Incremental Term Loans shall increase on each such date, on a cumulative basis, by an additional 1.00% per annum (such that, after the fifth such increase, the Base Rate with respect to the Second Amendment Incremental Term Loans shall equal 17.50% per annum). | |||||
Ardi Bidco Limited [Member] | Second Amendment To Second Lien Credit Agreement [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Incremental term loan commitments | $ 13,500 | |||||
Loan takeout fee | 11,250 | |||||
Ardi Bidco Limited [Member] | Second Amendment To Second Lien Credit Agreement [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount of incremental term loan facilities, Maximum | 30,000 | |||||
Loan takeout fee | $ 25,500 | |||||
Ardi Bidco Limited [Member] | Discontinued Operations, Held-for-sale [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Consideration received or receivable for disposal of assets | $ 440,000 | $ 440,000 |
Restatement of Prior Period Q_3
Restatement of Prior Period Quarterly Financial Statements (Unaudited) - Restated Condensed Consolidated Balance Sheets (Unaudited) (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | |||||||
Cash and cash equivalents | $ 5,608 | $ 10,949 | |||||
Accounts receivable—net | 23,216 | 16,781 | |||||
Inventories - net | 24,574 | 19,055 | |||||
Prepaid and other current assets | 4,034 | 5,221 | |||||
Total current assets | 195,814 | 175,113 | |||||
Non-current inventories - net | 6,637 | 0 | |||||
Property, plant and equipment - net | 789 | 11,421 | |||||
Goodwill | 0 | 4,414 | $ 3,413 | ||||
Other intangible assets - net | 0 | 13,504 | |||||
Other assets - net | 5,418 | 3,374 | |||||
Total assets | 344,509 | 360,185 | |||||
Current Liabilities: | |||||||
Accounts payable | 10,236 | 7,555 | |||||
Accrued expenses | 15,099 | 13,029 | |||||
Current portion of short and long-term obligations | 174,177 | ||||||
Total current liabilities | 240,388 | 56,992 | |||||
Long-term obligations—less current portion | 49,073 | ||||||
Acquisition contingencies | 1,130 | 4,986 | |||||
Other long-term liabilities | 1,732 | 439 | |||||
Deferred tax liabilities | |||||||
Total liabilities | 243,535 | 112,428 | |||||
Preferred stock Series A, $.001 par value: 5,000,000 shares authorized; 50,000 shares issued and outstanding | 66,410 | 66,226 | 63,923 | $ 60,016 | |||
Stockholders' equity: | |||||||
Common stock, $.001 par value: 150,000,000 shares authorized; 75,087,917 shares issued and outstanding | 75 | 64 | |||||
Additional paid-in capital | 498,438 | 433,143 | |||||
Accumulated other comprehensive loss | (7,629) | (7,270) | |||||
Accumulated deficit | (451,179) | (239,537) | |||||
Less treasury stock, 1,250,201, 1,257,949 and 1,265,761 shares, respectively, at cost | (5,141) | (4,869) | |||||
Total stockholders' equity | 34,564 | 181,531 | $ 181,517 | $ 164,062 | |||
Total liabilities and stockholders' equity | $ 344,509 | $ 360,185 | |||||
As Previously Reported [Member] | |||||||
Current Assets: | |||||||
Cash and cash equivalents | $ 2,950 | $ 4,518 | $ 6,043 | ||||
Accounts receivable—net | 56,556 | 56,163 | 55,670 | ||||
Inventories - net | 130,913 | 127,906 | 114,365 | ||||
Prepaid and other current assets | 8,631 | 8,733 | 9,860 | ||||
Total current assets | 199,050 | 197,320 | 185,938 | ||||
Non-current inventories - net | 18,345 | 20,445 | |||||
Property, plant and equipment - net | 81,206 | 79,691 | 79,235 | ||||
Deferred tax assets—net | 20,967 | 19,715 | 16,778 | ||||
Goodwill | 236,547 | 271,429 | 308,345 | ||||
Other intangible assets - net | 24,345 | 25,269 | 25,512 | ||||
Other assets - net | 7,271 | 7,542 | 7,918 | ||||
Total assets | 587,731 | 621,411 | 623,726 | ||||
Current Liabilities: | |||||||
Accounts payable | 17,800 | 20,766 | 23,315 | ||||
Accrued expenses | 31,067 | 24,668 | 24,992 | ||||
Current portion of short and long-term obligations | 2,748 | 4,744 | 4,825 | ||||
Total current liabilities | 51,615 | 50,178 | 53,132 | ||||
Long-term obligations—less current portion | 169,137 | 165,081 | 163,615 | ||||
Acquisition contingencies | 63,719 | 98,372 | 99,962 | ||||
Other long-term liabilities | 2,271 | 2,562 | 3,065 | ||||
Deferred tax liabilities | 325 | ||||||
Deferred revenue | 1,134 | 1,535 | |||||
Total liabilities | 287,876 | 316,518 | 321,309 | ||||
Preferred stock Series A, $.001 par value: 5,000,000 shares authorized; 50,000 shares issued and outstanding | 66,364 | 66,318 | 66,272 | ||||
Stockholders' equity: | |||||||
Common stock, $.001 par value: 150,000,000 shares authorized; 75,087,917 shares issued and outstanding | 75 | 75 | 75 | ||||
Additional paid-in capital | 497,518 | 496,596 | 495,263 | ||||
Accumulated other comprehensive loss | (8,390) | (7,268) | (7,663) | ||||
Accumulated deficit | (250,639) | (245,787) | (246,531) | ||||
Less treasury stock, 1,250,201, 1,257,949 and 1,265,761 shares, respectively, at cost | (5,073) | (5,041) | (4,999) | ||||
Total stockholders' equity | 233,491 | 238,575 | 236,145 | ||||
Total liabilities and stockholders' equity | 587,731 | 621,411 | 623,726 | ||||
Restatement Adjustments [Member] | |||||||
Current Assets: | |||||||
Accounts receivable—net | (11) | (623) | 39 | ||||
Inventories - net | (12,577) | (12,452) | 1,121 | ||||
Prepaid and other current assets | (475) | (475) | (461) | ||||
Total current assets | (13,063) | (13,550) | 699 | ||||
Non-current inventories - net | (9,971) | (11,220) | 10,261 | ||||
Property, plant and equipment - net | 265 | 265 | 265 | ||||
Deferred tax assets—net | 609 | 515 | 336 | ||||
Goodwill | (41,709) | (76,362) | (113,548) | ||||
Other intangible assets - net | 73,269 | 75,382 | 77,494 | ||||
Other assets - net | (265) | (265) | (265) | ||||
Total assets | 9,135 | (25,235) | (24,758) | ||||
Current Liabilities: | |||||||
Accounts payable | (166) | (166) | (166) | ||||
Accrued expenses | 647 | 644 | 565 | ||||
Total current liabilities | 481 | 478 | 399 | ||||
Acquisition contingencies | 11,854 | (22,799) | (22,799) | ||||
Total liabilities | 12,335 | (22,321) | (22,400) | ||||
Stockholders' equity: | |||||||
Accumulated deficit | (3,200) | (2,914) | (2,358) | ||||
Total stockholders' equity | (3,200) | (2,914) | (2,358) | ||||
Total liabilities and stockholders' equity | 9,135 | (25,235) | (24,758) | ||||
Historical As Restated [Member] | |||||||
Current Assets: | |||||||
Cash and cash equivalents | 2,950 | 4,518 | 6,043 | ||||
Accounts receivable—net | 56,545 | 55,540 | 55,709 | ||||
Inventories - net | 118,336 | 115,454 | 115,486 | ||||
Prepaid and other current assets | 8,156 | 8,258 | 9,399 | ||||
Total current assets | 185,987 | 183,770 | 186,637 | ||||
Non-current inventories - net | 8,374 | 9,225 | 10,261 | ||||
Property, plant and equipment - net | 81,471 | 79,956 | 79,500 | ||||
Deferred tax assets—net | 21,576 | 20,230 | 17,114 | ||||
Goodwill | 194,838 | 195,067 | 194,797 | ||||
Other intangible assets - net | 97,614 | 100,651 | 103,006 | ||||
Other assets - net | 7,006 | 7,277 | 7,653 | ||||
Total assets | 596,866 | 596,176 | 598,968 | ||||
Current Liabilities: | |||||||
Accounts payable | 17,634 | 20,600 | 23,149 | ||||
Accrued expenses | 31,714 | 25,312 | 25,557 | ||||
Current portion of short and long-term obligations | 2,748 | 4,744 | 4,825 | ||||
Total current liabilities | 52,096 | 50,656 | 53,531 | ||||
Long-term obligations—less current portion | 169,137 | 165,081 | 163,615 | ||||
Acquisition contingencies | 75,573 | 75,573 | 77,163 | ||||
Other long-term liabilities | 2,271 | 2,562 | 3,065 | ||||
Deferred tax liabilities | 325 | ||||||
Deferred revenue | 1,134 | 1,535 | |||||
Total liabilities | 300,211 | 294,197 | 298,909 | ||||
Preferred stock Series A, $.001 par value: 5,000,000 shares authorized; 50,000 shares issued and outstanding | 66,364 | 66,318 | 66,272 | ||||
Stockholders' equity: | |||||||
Common stock, $.001 par value: 150,000,000 shares authorized; 75,087,917 shares issued and outstanding | 75 | 75 | 75 | ||||
Additional paid-in capital | 497,518 | 496,596 | 495,263 | ||||
Accumulated other comprehensive loss | (8,390) | (7,268) | (7,663) | ||||
Accumulated deficit | (253,839) | (248,701) | (248,889) | ||||
Less treasury stock, 1,250,201, 1,257,949 and 1,265,761 shares, respectively, at cost | (5,073) | (5,041) | (4,999) | ||||
Total stockholders' equity | 230,291 | 235,661 | 233,787 | ||||
Total liabilities and stockholders' equity | $ 596,866 | $ 596,176 | $ 598,968 |
Restatement of Prior Period Q_4
Restatement of Prior Period Quarterly Financial Statements (Unaudited) - Restated Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (Detail) - $ / shares | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Prior Period Adjustment [Abstract] | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 |
Preferred stock, shares outstanding | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 |
Common stock, shares issued | 75,213,515 | 75,087,917 | 75,159,262 | 75,055,225 | 75,213,515 |
Common stock, shares outstanding | 63,469,185 | 75,087,917 | 75,159,262 | 75,055,225 | 63,469,185 |
Treasury stock, shares | 1,285,224 | 1,265,761 | 1,257,949 | 1,250,201 | 1,221,180 |
Restatement of Prior Period Q_5
Restatement of Prior Period Quarterly Financial Statements (Unaudited) - Restated Condensed Consolidated Statement of Income Amounts (Unaudited) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Revenues | $ 31,574 | $ 28,702 | $ 32,747 | $ 24,400 | $ 23,125 | $ 24,142 | $ 22,384 | $ 22,461 | $ 117,423 | $ 92,112 | $ 90,281 | ||
Costs of processing and distribution | 32,777 | 33,593 | 36,441 | ||||||||||
Gross profit | 23,508 | 21,095 | 23,128 | 16,915 | 17,241 | 17,873 | 8,991 | 14,414 | 84,646 | 58,519 | 53,840 | ||
Operating Expenses [Abstract] | |||||||||||||
Research and development | 16,836 | 14,410 | 13,315 | ||||||||||
Gain on acquisition contingencies line | 76,033 | 0 | 0 | ||||||||||
Asset impairment and abandonments | 0 | 773 | 8,522 | ||||||||||
Acquisition and integration expenses | 13,999 | 4,928 | 630 | ||||||||||
Total operating expenses | 327,542 | 123,333 | 116,517 | ||||||||||
Operating (loss) income | (242,896) | (64,814) | (62,677) | ||||||||||
Other (expense) income: | |||||||||||||
Interest income | 161 | 35 | 8 | ||||||||||
Foreign exchange loss | (122) | (29) | 38 | ||||||||||
Total other (expense) income - net | 39 | 6 | 46 | ||||||||||
Loss from continuing operations before income tax (provision) benefit | (242,857) | (64,808) | (62,631) | ||||||||||
Income tax benefit (provision) | 5,921 | (15,159) | (18,227) | ||||||||||
Income from continuing operations | (199,591) | (16,972) | (14,003) | (18,212) | (8,610) | (13,743) | (17,124) | (10,172) | (248,778) | (49,649) | (44,404) | ||
Income from discontinuing operations before income tax provision | 48,452 | 57,417 | 88,886 | ||||||||||
Income tax provision | 11,316 | 10,891 | 37,576 | ||||||||||
Income from discontinuing operations | 2,250 | 11,834 | 14,191 | 8,861 | 9,409 | 16,740 | 11,322 | 9,055 | 37,136 | 46,526 | 51,310 | ||
Net loss | $ (197,341) | $ (5,138) | $ 188 | (9,351) | $ 799 | $ 2,997 | $ (5,802) | $ (1,117) | (211,642) | (3,123) | 6,906 | ||
Convertible preferred dividend | 0 | (2,120) | (3,723) | ||||||||||
Net income (loss) applicable to common shares | (211,642) | (5,243) | 3,183 | ||||||||||
Other comprehensive (loss) income: | |||||||||||||
Unrealized foreign currency translation loss | (359) | (941) | 1,987 | ||||||||||
Comprehensive income (loss) | $ (211,993) | $ (6,184) | $ 5,170 | ||||||||||
Net income (loss) from continuing operations per common share - basic | $ (2.76) | $ (0.23) | $ (0.19) | $ (0.29) | $ (0.14) | $ (0.23) | $ (0.30) | $ (0.18) | $ (3.55) | $ (0.85) | $ (0.83) | ||
Net income (loss) from continuing operations per common share - diluted | (2.76) | (0.23) | (0.16) | (0.29) | (0.11) | (0.18) | (0.30) | (0.18) | (3.55) | (0.85) | (0.81) | ||
Net income from discontinued operations per common share - basic | 0.53 | 0.76 | 0.89 | ||||||||||
Net income from discontinued operations per common share - diluted | 0.53 | 0.76 | 0.86 | ||||||||||
Net income (loss) per common share - basic | (2.72) | (0.07) | 0 | (0.15) | 0.01 | 0.05 | (0.11) | (0.03) | (3.02) | (0.09) | 0.06 | ||
Net income (loss) per common share - diluted | $ (2.72) | $ (0.07) | $ 0 | $ (0.15) | $ 0.01 | $ 0.04 | $ (0.11) | $ (0.03) | $ (3.02) | $ (0.09) | $ 0.05 | ||
Weighted average shares outstanding - basic | 70,150,492 | 61,031,265 | 57,678,360 | ||||||||||
Weighted average shares outstanding - diluted | 70,150,492 | 61,031,265 | 59,078,141 | ||||||||||
Discontinued Operations [Member] | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Revenues | $ 48,039 | $ 48,807 | $ 45,621 | 94,428 | $ 142,467 | ||||||||
Costs of processing and distribution | 25,910 | 25,811 | 24,649 | 50,460 | 76,370 | ||||||||
Gross profit | 22,129 | 22,996 | 20,972 | 43,968 | 66,097 | ||||||||
Operating Expenses [Abstract] | |||||||||||||
Marketing, general and administrative | 4,972 | 5,526 | 6,495 | 12,021 | 16,993 | ||||||||
Acquisition and integration expenses | 120 | 120 | |||||||||||
Total operating expenses | 5,092 | 5,526 | 6,495 | 12,021 | 17,113 | ||||||||
Operating (loss) income | 17,037 | 17,470 | 14,477 | 31,947 | 48,984 | ||||||||
Other (expense) income: | |||||||||||||
Interest expense | (3,718) | (3,635) | (1,604) | (5,239) | (8,957) | ||||||||
Foreign exchange loss | (27) | (5) | (8) | (13) | (40) | ||||||||
Total other (expense) income - net | (3,745) | (3,640) | (1,612) | (5,252) | (8,997) | ||||||||
Income tax benefit (provision) | (1,458) | 361 | (4,004) | (3,643) | (5,101) | ||||||||
Income from continuing operations | (1,458) | 361 | (4,004) | (3,643) | (5,101) | ||||||||
Income from discontinuing operations before income tax provision | 13,292 | 13,830 | 12,865 | 26,695 | 39,987 | ||||||||
Income tax provision | (1,458) | 361 | (4,004) | (3,643) | (5,101) | ||||||||
Income from discontinuing operations | $ 11,834 | $ 14,191 | $ 8,861 | $ 23,052 | $ 34,886 | ||||||||
Other comprehensive (loss) income: | |||||||||||||
Net income from discontinued operations per common share - basic | $ 0.16 | $ 0.19 | $ 0.14 | $ 0.34 | $ 0.50 | ||||||||
Net income from discontinued operations per common share - diluted | $ 0.16 | $ 0.16 | $ 0.14 | $ 0.34 | $ 0.50 | ||||||||
Weighted average shares outstanding - basic | 72,472,591 | 72,283,451 | 63,060,939 | 67,737,016 | 69,340,006 | ||||||||
Weighted average shares outstanding - diluted | 72,472,591 | 88,510,512 | 63,060,939 | 67,737,016 | 69,340,006 | ||||||||
Continuing Operations [Member] | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Revenues | $ 28,702 | $ 32,747 | $ 24,400 | $ 57,147 | $ 85,849 | ||||||||
Costs of processing and distribution | 7,607 | 9,619 | 7,485 | 17,104 | 24,711 | ||||||||
Gross profit | 21,095 | 23,128 | 16,915 | 40,043 | 61,138 | ||||||||
Operating Expenses [Abstract] | |||||||||||||
Marketing, general and administrative | 34,247 | 35,582 | 25,621 | 61,203 | 95,450 | ||||||||
Research and development | 4,271 | 3,868 | 4,336 | 8,204 | 12,475 | ||||||||
Gain on acquisition contingencies line | (1,590) | (1,590) | (1,590) | ||||||||||
Asset impairment and abandonments | 4 | 15 | 15 | 19 | |||||||||
Acquisition and integration expenses | 3,089 | 1,953 | 8,957 | 10,910 | 13,999 | ||||||||
Total operating expenses | 41,611 | 39,813 | 38,929 | 78,742 | 120,353 | ||||||||
Operating (loss) income | (20,516) | (16,685) | (22,014) | (38,699) | (59,215) | ||||||||
Other (expense) income: | |||||||||||||
Interest income | 4 | 26 | 131 | 157 | 161 | ||||||||
Foreign exchange loss | (51) | (14) | (23) | (37) | (88) | ||||||||
Total other (expense) income - net | (47) | 12 | 108 | 120 | 73 | ||||||||
Loss from continuing operations before income tax (provision) benefit | (20,563) | (16,673) | (21,906) | (38,579) | (59,142) | ||||||||
Income tax benefit (provision) | 3,591 | 2,670 | 3,694 | 6,364 | 9,955 | ||||||||
Income from continuing operations | (16,972) | (14,003) | (18,212) | (32,215) | (49,187) | ||||||||
Income from discontinuing operations before income tax provision | 13,292 | 13,830 | 12,865 | 26,695 | 39,987 | ||||||||
Income tax provision | (1,458) | 361 | (4,004) | (3,643) | (5,101) | ||||||||
Income from discontinuing operations | 11,834 | 14,191 | 8,861 | 23,052 | 34,886 | ||||||||
Net loss | (5,138) | 188 | (9,351) | (9,163) | (14,301) | ||||||||
Net income (loss) applicable to common shares | (5,138) | 188 | (9,351) | (9,163) | (14,301) | ||||||||
Other comprehensive (loss) income: | |||||||||||||
Unrealized foreign currency translation loss | (1,122) | 395 | (393) | 2 | (1,120) | ||||||||
Comprehensive income (loss) | $ (6,260) | $ 583 | $ (9,744) | $ (9,161) | $ (15,421) | ||||||||
Net income (loss) from continuing operations per common share - basic | $ (0.23) | $ (0.19) | $ (0.29) | $ (0.48) | $ (0.71) | ||||||||
Net income (loss) from continuing operations per common share - diluted | (0.23) | (0.16) | (0.29) | (0.48) | (0.71) | ||||||||
Net income from discontinued operations per common share - basic | 0.16 | 0.19 | 0.14 | 0.34 | 0.50 | ||||||||
Net income from discontinued operations per common share - diluted | 0.16 | 0.16 | 0.14 | 0.34 | 0.50 | ||||||||
Net income (loss) per common share - basic | (0.07) | 0 | (0.15) | (0.14) | (0.21) | ||||||||
Net income (loss) per common share - diluted | $ (0.07) | $ 0 | $ (0.15) | $ (0.14) | $ (0.21) | ||||||||
Weighted average shares outstanding - basic | 72,472,591 | 72,283,451 | 63,060,939 | 67,737,016 | 69,340,006 | ||||||||
Weighted average shares outstanding - diluted | 72,472,591 | 88,510,512 | 63,060,939 | 67,737,016 | 69,340,006 | ||||||||
As Previously Reported [Member] | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Revenues | $ 76,129 | $ 82,307 | $ 69,741 | $ 152,048 | $ 228,177 | ||||||||
Costs of processing and distribution | 34,642 | 37,562 | 31,737 | 69,299 | 103,941 | ||||||||
Gross profit | 41,487 | 44,745 | 38,004 | 82,749 | 124,236 | ||||||||
Operating Expenses [Abstract] | |||||||||||||
Marketing, general and administrative | 37,103 | 38,993 | 31,883 | 70,876 | 107,983 | ||||||||
Research and development | 4,271 | 3,868 | 4,336 | 8,204 | 12,475 | ||||||||
Gain on acquisition contingencies line | (1,590) | (1,590) | (1,590) | ||||||||||
Asset impairment and abandonments | 4 | 15 | 15 | 19 | |||||||||
Acquisition and integration expenses | 3,209 | 1,953 | 8,957 | 10,910 | 14,119 | ||||||||
Total operating expenses | 44,587 | 43,224 | 45,191 | 88,415 | 133,006 | ||||||||
Operating (loss) income | (3,100) | 1,521 | (7,187) | (5,666) | (8,770) | ||||||||
Other (expense) income: | |||||||||||||
Interest expense | (3,718) | (3,635) | (1,604) | (5,239) | (8,957) | ||||||||
Interest income | 4 | 26 | 131 | 157 | 161 | ||||||||
Foreign exchange loss | (78) | (19) | (31) | (50) | (128) | ||||||||
Total other (expense) income - net | (3,792) | (3,628) | (1,504) | (5,132) | (8,924) | ||||||||
Loss from continuing operations before income tax (provision) benefit | (6,892) | (2,107) | (8,691) | (10,798) | (17,694) | ||||||||
Income tax benefit (provision) | 2,040 | 2,851 | (396) | 2,455 | 4,495 | ||||||||
Income from continuing operations | (4,852) | 744 | (9,087) | (8,343) | (13,199) | ||||||||
Net loss | (4,852) | 744 | (9,087) | (8,343) | (13,199) | ||||||||
Net income (loss) applicable to common shares | (4,852) | 744 | (9,087) | (8,343) | (13,199) | ||||||||
Other comprehensive (loss) income: | |||||||||||||
Unrealized foreign currency translation loss | (1,122) | 395 | (393) | 2 | (1,120) | ||||||||
Comprehensive income (loss) | $ (5,974) | $ 1,139 | $ (9,480) | $ (8,341) | $ (14,319) | ||||||||
Net income (loss) from continuing operations per common share - basic | $ (0.07) | $ 0.01 | $ (0.15) | $ (0.13) | $ (0.19) | ||||||||
Net income (loss) from continuing operations per common share - diluted | (0.07) | 0.01 | (0.15) | (0.13) | (0.19) | ||||||||
Net income (loss) per common share - basic | (0.07) | 0.01 | (0.15) | (0.13) | (0.19) | ||||||||
Net income (loss) per common share - diluted | $ (0.07) | $ 0.01 | $ (0.15) | $ (0.13) | $ (0.19) | ||||||||
Weighted average shares outstanding - basic | 72,472,591 | 72,283,451 | 63,060,939 | 67,737,016 | 69,340,006 | ||||||||
Weighted average shares outstanding - diluted | 72,472,591 | 88,510,512 | 63,060,939 | 67,737,016 | 69,340,006 | ||||||||
Restatement Adjustments [Member] | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Revenues | $ 612 | $ (753) | $ 280 | $ (473) | $ 139 | ||||||||
Costs of processing and distribution | (1,125) | (2,132) | 397 | (1,735) | (2,860) | ||||||||
Gross profit | 1,737 | 1,379 | (117) | 1,262 | 2,999 | ||||||||
Operating Expenses [Abstract] | |||||||||||||
Marketing, general and administrative | 2,116 | 2,115 | 233 | 2,348 | 4,464 | ||||||||
Total operating expenses | 2,116 | 2,115 | 233 | 2,348 | 4,464 | ||||||||
Operating (loss) income | (379) | (736) | (350) | (1,086) | (1,465) | ||||||||
Other (expense) income: | |||||||||||||
Loss from continuing operations before income tax (provision) benefit | (379) | (736) | (350) | (1,086) | (1,465) | ||||||||
Income tax benefit (provision) | 93 | 180 | 86 | 266 | 359 | ||||||||
Income from continuing operations | (286) | (556) | (264) | (820) | (1,106) | ||||||||
Net loss | (286) | (556) | (264) | (820) | (1,106) | ||||||||
Net income (loss) applicable to common shares | (286) | (556) | (264) | (820) | (1,106) | ||||||||
Other comprehensive (loss) income: | |||||||||||||
Comprehensive income (loss) | $ (286) | $ (556) | $ (264) | $ (820) | $ (1,106) | ||||||||
Net income (loss) from continuing operations per common share - basic | $ 0 | $ (0.01) | $ 0 | $ (0.01) | $ (0.02) | ||||||||
Net income (loss) from continuing operations per common share - diluted | 0 | (0.01) | 0 | (0.01) | (0.02) | ||||||||
Net income (loss) per common share - basic | 0 | (0.01) | 0 | (0.01) | (0.02) | ||||||||
Net income (loss) per common share - diluted | $ 0 | $ (0.01) | $ 0 | $ (0.01) | $ (0.02) | ||||||||
Weighted average shares outstanding - basic | 72,472,591 | 72,283,451 | 63,060,939 | 67,737,016 | 69,340,006 | ||||||||
Weighted average shares outstanding - diluted | 72,472,591 | 88,510,512 | 63,060,939 | 67,737,016 | 69,340,006 | ||||||||
Historical As Restated [Member] | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Revenues | $ 76,741 | $ 81,554 | $ 70,021 | $ 151,575 | $ 228,316 | ||||||||
Costs of processing and distribution | 33,517 | 35,430 | 32,134 | 67,564 | 101,081 | ||||||||
Gross profit | 43,224 | 46,124 | 37,887 | 84,011 | 127,235 | ||||||||
Operating Expenses [Abstract] | |||||||||||||
Marketing, general and administrative | 39,219 | 41,108 | 32,116 | 73,224 | 112,443 | ||||||||
Research and development | 4,271 | 3,868 | 4,336 | 8,204 | 12,475 | ||||||||
Gain on acquisition contingencies line | (1,590) | (1,590) | (1,590) | ||||||||||
Asset impairment and abandonments | 4 | 15 | 15 | 19 | |||||||||
Acquisition and integration expenses | 3,209 | 1,953 | 8,957 | 10,910 | 14,119 | ||||||||
Total operating expenses | 46,703 | 45,339 | 45,424 | 90,763 | 137,466 | ||||||||
Operating (loss) income | (3,479) | 785 | (7,537) | (6,752) | (10,231) | ||||||||
Other (expense) income: | |||||||||||||
Interest expense | (3,718) | (3,635) | (1,604) | (5,239) | (8,957) | ||||||||
Interest income | 4 | 26 | 131 | 157 | 161 | ||||||||
Foreign exchange loss | (78) | (19) | (31) | (50) | (128) | ||||||||
Total other (expense) income - net | (3,792) | (3,628) | (1,504) | (5,132) | (8,924) | ||||||||
Loss from continuing operations before income tax (provision) benefit | (7,271) | (2,843) | (9,041) | (11,884) | (19,155) | ||||||||
Income tax benefit (provision) | 2,133 | 3,031 | (310) | 2,721 | 4,854 | ||||||||
Income from continuing operations | (5,138) | 188 | (9,351) | (9,163) | (14,301) | ||||||||
Net loss | (5,138) | 188 | (9,351) | (9,163) | (14,301) | ||||||||
Net income (loss) applicable to common shares | (5,138) | 188 | (9,351) | (9,163) | (14,301) | ||||||||
Other comprehensive (loss) income: | |||||||||||||
Unrealized foreign currency translation loss | (1,122) | 395 | (393) | 2 | (1,120) | ||||||||
Comprehensive income (loss) | $ (6,260) | $ 583 | $ (9,744) | $ (9,161) | $ (15,421) | ||||||||
Net income (loss) from continuing operations per common share - basic | $ (0.07) | $ 0 | $ (0.15) | $ (0.14) | $ (0.21) | ||||||||
Net income (loss) from continuing operations per common share - diluted | (0.07) | 0 | (0.15) | (0.14) | (0.21) | ||||||||
Net income (loss) per common share - basic | (0.07) | 0 | (0.14) | (0.21) | |||||||||
Net income (loss) per common share - diluted | $ (0.07) | $ 0 | $ (0.15) | $ (0.14) | $ (0.21) | ||||||||
Weighted average shares outstanding - basic | 72,472,591 | 72,283,451 | 63,060,939 | 67,737,016 | 69,340,006 | ||||||||
Weighted average shares outstanding - diluted | 72,472,591 | 88,510,512 | 63,060,939 | 67,737,016 | 69,340,006 |
Restatement of Prior Period Q_6
Restatement of Prior Period Quarterly Financial Statements (Unaudited) - Restated Condensed Consolidated Statement of Cash Flows Amounts (Unaudited) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||||||
Net loss | $ (9,351) | $ (9,163) | $ (14,301) | $ (211,642) | $ (3,123) | $ 6,906 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||
Depreciation and amortization expense | 4,400 | 10,308 | 16,342 | 22,675 | 14,579 | 14,233 |
Provision for bad debts and product returns | 233 | 899 | 1,050 | 2,937 | 1,721 | 946 |
Provision for inventory write-downs | 1,530 | 3,274 | 5,482 | 8,493 | 15,122 | 5,066 |
Revenue recognized due to change in deferred revenue | (1,292) | (2,585) | (3,772) | |||
Deferred income tax provision | 384 | (2,969) | (4,588) | 17,066 | (4,692) | 13,573 |
Stock-based compensation | 1,163 | 2,430 | 3,399 | 4,367 | 4,745 | 6,660 |
Other | 197 | 877 | 1,069 | (1,673) | (1,330) | (2,392) |
Gain on acquisition contingencies line | (1,590) | (1,590) | ||||
Paid in kind interest expense | 1,473 | 2,948 | 4,408 | |||
Change in assets and liabilities: | ||||||
Accounts receivable | (2,717) | (3,141) | (4,522) | 9,013 | 10,829 | (5,116) |
Inventories | (2,190) | (2,658) | (7,609) | 14,219 | 11,957 | (1,610) |
Accounts payable | (7,329) | (9,751) | (12,684) | (974) | 8,035 | (12,936) |
Accrued expenses | (2,074) | (2,583) | 3,998 | 4,489 | (827) | 5,667 |
Deferred revenue | 2,000 | 2,000 | 2,000 | (2,000) | (2,000) | (2,000) |
Other operating assets and liabilities | (511) | 240 | 273 | (1,879) | (4,036) | 10,645 |
Net cash (used in) operating activities | (15,557) | (12,939) | (12,505) | (9,456) | 17,252 | 5,788 |
Cash flows from investing activities: | ||||||
Purchases of property, plant and equipment | (3,477) | (6,912) | (10,882) | (14,426) | (11,042) | (12,301) |
Patent and acquired intangible asset costs | (328) | (1,126) | (1,786) | (2,007) | (3,695) | (2,266) |
Acquisition of Paradigm Spine | (99,921) | (99,921) | (99,692) | |||
Net cash used in investing activities | (103,726) | (107,959) | (112,360) | (116,125) | (32,737) | 38,251 |
Cash flows from financing activities: | ||||||
Proceeds from exercise of common stock options | 284 | 395 | 395 | 395 | 2,356 | 5,060 |
Proceeds from long-term obligations | 115,000 | 115,000 | 118,000 | 121,500 | 74,425 | 6,000 |
Payments of debt issuance costs | (729) | (729) | (729) | (826) | ||
Payments on long-term obligations | (500) | (500) | (71,171) | (43,000) | ||
Payments for treasury stock | (128) | (172) | (204) | (273) | (478) | (3,474) |
Net cash provided by (used in) financing activities | 114,427 | 114,494 | 116,962 | 120,296 | 4,093 | (35,731) |
Effect of exchange rate changes on cash and cash equivalents | (50) | (27) | (96) | (56) | (40) | 224 |
Net increase (decrease) in cash and cash equivalents Net increase (decrease) in cash and cash equivalents | (4,906) | (6,431) | (7,999) | (5,341) | (11,432) | 8,532 |
Cash and cash equivalents, beginning of period | 10,949 | 10,949 | 10,949 | 10,949 | 22,381 | 13,849 |
Cash and cash equivalents, end of period | 6,043 | 4,518 | 2,950 | 5,608 | 10,949 | 22,381 |
Supplemental cash flow disclosure: | ||||||
Cash paid for interest | 557 | 2,732 | 4,941 | 7,121 | 3,047 | 3,023 |
Income tax refunds, net of payments | (635) | 1,982 | 1,982 | (1,994) | (6,403) | 12,142 |
Non-cash acquisition of property, plant and equipment | 502 | 456 | 817 | 1,468 | 1,217 | 593 |
Non-cash acquisition of Paradigm | 60,730 | 60,730 | 60,730 | $ 102 | ||
Non-cash common stock issuance | 60,730 | 60,730 | 60,730 | |||
As Previously Reported [Member] | ||||||
Cash flows from operating activities: | ||||||
Net loss | (9,087) | (8,343) | (13,195) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||
Depreciation and amortization expense | 3,696 | 7,491 | 11,413 | |||
Provision for bad debts and product returns | 233 | 899 | 1,050 | |||
Provision for inventory write-downs | 1,530 | 3,274 | 5,482 | |||
Revenue recognized due to change in deferred revenue | (1,292) | (2,585) | (3,772) | |||
Deferred income tax provision | 470 | (2,703) | (4,229) | |||
Stock-based compensation | 1,163 | 2,430 | 3,399 | |||
Other | 197 | 877 | 1,069 | |||
Gain on acquisition contingencies line | (1,590) | (1,590) | ||||
Paid in kind interest expense | 1,473 | 2,948 | ||||
Change in assets and liabilities: | ||||||
Accounts receivable | (2,422) | (3,509) | (4,278) | |||
Inventories | (2,742) | (1,078) | (4,904) | |||
Accounts payable | (7,253) | (9,675) | (12,608) | |||
Accrued expenses | (1,585) | (2,217) | 4,329 | |||
Deferred revenue | 2,000 | 2,000 | 2,000 | |||
Other operating assets and liabilities | (593) | 145 | 177 | |||
Net cash (used in) operating activities | (15,685) | (13,111) | (12,709) | |||
Cash flows from investing activities: | ||||||
Purchases of property, plant and equipment | (3,477) | (6,912) | (10,882) | |||
Patent and acquired intangible asset costs | (328) | (1,126) | (1,786) | |||
Acquisition of Paradigm Spine | (99,921) | (99,921) | (99,692) | |||
Net cash used in investing activities | (103,726) | (107,959) | (112,360) | |||
Cash flows from financing activities: | ||||||
Proceeds from exercise of common stock options | 284 | 395 | 395 | |||
Proceeds from long-term obligations | 115,000 | 115,000 | 118,000 | |||
Payments of debt issuance costs | (729) | (729) | (729) | |||
Payments on long-term obligations | (500) | |||||
Net cash provided by (used in) financing activities | 114,555 | 114,666 | 117,166 | |||
Effect of exchange rate changes on cash and cash equivalents | (50) | (27) | (96) | |||
Net increase (decrease) in cash and cash equivalents Net increase (decrease) in cash and cash equivalents | (4,906) | (6,431) | (7,999) | |||
Cash and cash equivalents, beginning of period | 10,949 | 10,949 | 10,949 | $ 10,949 | ||
Cash and cash equivalents, end of period | 6,043 | 4,518 | 2,950 | $ 10,949 | ||
Supplemental cash flow disclosure: | ||||||
Cash paid for interest | 557 | 2,732 | 4,941 | |||
Income tax refunds, net of payments | (635) | 1,982 | 1,982 | |||
Non-cash acquisition of property, plant and equipment | 502 | 456 | 817 | |||
Non-cash acquisition of Paradigm | 60,730 | 60,730 | 60,730 | |||
Non-cash common stock issuance | 60,730 | 60,730 | 60,730 | |||
Restatement Adjustments [Member] | ||||||
Cash flows from operating activities: | ||||||
Net loss | (264) | (820) | (1,106) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||
Depreciation and amortization expense | 704 | 2,817 | 4,929 | |||
Deferred income tax provision | (86) | (266) | (359) | |||
Change in assets and liabilities: | ||||||
Accounts receivable | (295) | 368 | (244) | |||
Inventories | 552 | (1,580) | (2,705) | |||
Accounts payable | (76) | (76) | (76) | |||
Accrued expenses | (489) | (366) | (331) | |||
Other operating assets and liabilities | 82 | 95 | 96 | |||
Net cash (used in) operating activities | 128 | 172 | 204 | |||
Cash flows from financing activities: | ||||||
Payments for treasury stock | (128) | (172) | (204) | |||
Net cash provided by (used in) financing activities | $ (128) | $ (172) | $ (204) |
Restatement of Prior Period Q_7
Restatement of Prior Period Quarterly Financial Statements (Unaudited) - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2020 | Mar. 08, 2019 | |
ErrorCorrectionsAndPriorPeriodAdjustmentsRevision [Line Items] | |||||||||||||||
Revenues | $ 31,574 | $ 28,702 | $ 32,747 | $ 24,400 | $ 23,125 | $ 24,142 | $ 22,384 | $ 22,461 | $ 117,423 | $ 92,112 | $ 90,281 | ||||
Costs of processing and distribution | 32,777 | 33,593 | 36,441 | ||||||||||||
Accounts receivable | 23,216 | 16,781 | 23,216 | 16,781 | |||||||||||
Inventories—net | 24,574 | 19,055 | 24,574 | 19,055 | |||||||||||
Marketing, general and administrative | 135,396 | 98,152 | 90,790 | ||||||||||||
Non-current inventories—net | 6,637 | 0 | 6,637 | 0 | |||||||||||
Goodwill | 0 | 4,414 | 0 | 4,414 | 3,413 | ||||||||||
Other intangible assets - net | 0 | 13,504 | 0 | 13,504 | |||||||||||
Acquisition contingencies | 1,130 | 4,986 | 1,130 | 4,986 | |||||||||||
Prepaid and other current assets | 4,034 | 5,221 | 4,034 | 5,221 | |||||||||||
Property, plant and equipment—net | 789 | 11,421 | 789 | 11,421 | |||||||||||
Other assets—net | 5,418 | 3,374 | 5,418 | 3,374 | |||||||||||
Accounts payable | 10,236 | 7,555 | 10,236 | 7,555 | |||||||||||
Accrued expenses | $ 15,099 | $ 13,029 | 15,099 | 13,029 | |||||||||||
Payments for treasury stock | 128 | $ 172 | $ 204 | $ 273 | $ 478 | $ 3,474 | |||||||||
Restatement Adjustments [Member] | |||||||||||||||
ErrorCorrectionsAndPriorPeriodAdjustmentsRevision [Line Items] | |||||||||||||||
Revenues | 612 | (753) | 280 | (473) | 139 | ||||||||||
Costs of processing and distribution | (1,125) | (2,132) | 397 | (1,735) | (2,860) | ||||||||||
Accounts receivable | (11) | (623) | 39 | (623) | (11) | ||||||||||
Inventories—net | (12,577) | (12,452) | 1,121 | (12,452) | (12,577) | ||||||||||
Non-current inventories—net | (9,971) | (11,220) | 10,261 | (11,220) | (9,971) | ||||||||||
Goodwill | (41,709) | (76,362) | (113,548) | (76,362) | (41,709) | ||||||||||
Other intangible assets - net | 73,269 | 75,382 | 77,494 | 75,382 | 73,269 | ||||||||||
Acquisition contingencies | 11,854 | (22,799) | (22,799) | (22,799) | 11,854 | ||||||||||
Prepaid and other current assets | (475) | (475) | (461) | (475) | (475) | ||||||||||
Property, plant and equipment—net | 265 | 265 | 265 | 265 | 265 | ||||||||||
Other assets—net | (265) | (265) | (265) | (265) | (265) | ||||||||||
Accounts payable | (166) | (166) | (166) | (166) | (166) | ||||||||||
Accrued expenses | 647 | 644 | 565 | 644 | 647 | ||||||||||
Payments for treasury stock | 128 | 172 | 204 | ||||||||||||
RevenueRecognition [Member] | Restatement Adjustments [Member] | |||||||||||||||
ErrorCorrectionsAndPriorPeriodAdjustmentsRevision [Line Items] | |||||||||||||||
Revenues | 300 | 800 | 600 | ||||||||||||
Costs of processing and distribution | 100 | 200 | 100 | ||||||||||||
Accounts receivable | 300 | 300 | 400 | 300 | 300 | ||||||||||
Inventories—net | 100 | 100 | 100 | 100 | 100 | ||||||||||
Deferred tax assets—net | 600 | 500 | 600 | 500 | 600 | ||||||||||
ImmaterialErrorCorrection [Member] | Restatement Adjustments [Member] | |||||||||||||||
ErrorCorrectionsAndPriorPeriodAdjustmentsRevision [Line Items] | |||||||||||||||
Accounts receivable | 300 | 300 | 400 | 300 | 300 | ||||||||||
Deferred tax assets—net | 700 | 700 | 700 | 700 | 700 | ||||||||||
Marketing, general and administrative | 500 | 100 | |||||||||||||
Other intangible assets - net | 800 | 800 | 800 | 800 | 800 | ||||||||||
Prepaid and other current assets | 500 | 500 | 500 | 500 | 500 | ||||||||||
Property, plant and equipment—net | 300 | 300 | 300 | 300 | 300 | ||||||||||
Other assets—net | 300 | 300 | 300 | 300 | 300 | ||||||||||
Accounts payable | 200 | 200 | 200 | $ 200 | |||||||||||
Accrued expenses | 600 | 600 | 600 | $ 600 | |||||||||||
Payments for treasury stock | 100 | 200 | 200 | ||||||||||||
Paradigm Spine [Member] | |||||||||||||||
ErrorCorrectionsAndPriorPeriodAdjustmentsRevision [Line Items] | |||||||||||||||
Goodwill | $ 135,589 | ||||||||||||||
Paradigm Spine [Member] | BusinessAcquisition [Member] | Restatement Adjustments [Member] | |||||||||||||||
ErrorCorrectionsAndPriorPeriodAdjustmentsRevision [Line Items] | |||||||||||||||
Costs of processing and distribution | 300 | 1,900 | 1,200 | ||||||||||||
Deferred tax assets—net | 500 | 300 | 200 | 300 | 500 | ||||||||||
Marketing, general and administrative | 700 | 2,100 | 2,100 | ||||||||||||
Non-current inventories—net | 10,000 | 11,200 | 10,300 | 11,200 | 10,000 | ||||||||||
Goodwill | 41,700 | 76,400 | 113,500 | 76,400 | 41,700 | ||||||||||
Other intangible assets - net | 74,100 | 76,200 | 78,300 | 76,200 | 74,100 | ||||||||||
Acquisition contingencies | $ 11,900 | $ 22,800 | $ 22,800 | $ 22,800 | $ 11,900 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for doubtful accounts [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 1,865 | $ 1,185 | $ 1,127 |
Charged to Costs and Expenses | 2,541 | 827 | 155 |
Deductions- Write-offs, Payments | (397) | 147 | 97 |
Balance at End of Period | 4,803 | 1,865 | 1,185 |
Allowance for product returns [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 478 | 441 | 326 |
Charged to Costs and Expenses | 0 | 37 | 115 |
Deductions- Write-offs, Payments | 372 | 0 | |
Balance at End of Period | 106 | 478 | 441 |
Allowance for excess and obsolescence [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 6,092 | 3,293 | 3,595 |
Charged to Costs and Expenses | 2,218 | 7,980 | 911 |
Deductions- Write-offs, Payments | 2,748 | 5,181 | 1,213 |
Balance at End of Period | 5,562 | 6,092 | 3,293 |
Deferred tax asset valuation allowance [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 3,093 | 1,529 | 469 |
Charged to Costs and Expenses | 45,022 | 2,368 | 1,060 |
Deductions- Write-offs, Payments | 804 | ||
Balance at End of Period | $ 48,115 | $ 3,093 | $ 1,529 |