Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 20, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | OFIX | ||
Entity Registrant Name | ORTHOFIX MEDICAL INC. | ||
Entity Central Index Key | 0000884624 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Interactive Data Current | Yes | ||
Entity Common Stock, Shares Outstanding | 19,179,120 | ||
Entity Public Float | $ 995.8 | ||
Entity File Number | 0-19961 | ||
Entity Tax Identification Number | 98-1340767 | ||
Entity Address, Address Line One | 3451 Plano Parkway | ||
Entity Address, City or Town | Lewisville | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75056 | ||
City Area Code | 214 | ||
Local Phone Number | 937-2000 | ||
Entity Incorporation, State or Country Code | DE | ||
Title of 12(b) Security | Common Stock, $0.10 par value | ||
Security Exchange Name | NASDAQ | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | Certain sections of the registrant’s definitive proxy statement to be filed with the Commission in connection with the Orthofix Medical Inc. 2020 Annual General Meeting of Shareholders are incorporated by reference in Part III of this Annual Report. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 69,719 | $ 69,623 |
Restricted cash | 684 | 2,566 |
Trade accounts receivable, net of allowances of $3,987 and $7,463, respectively | 86,805 | 77,747 |
Inventories | 82,397 | 76,847 |
Prepaid expenses and other current assets | 20,948 | 17,856 |
Total current assets | 260,553 | 244,639 |
Property, plant and equipment, net | 62,727 | 42,835 |
Intangible assets, net | 54,139 | 51,897 |
Goodwill | 71,177 | 72,401 |
Deferred income taxes | 35,117 | 33,228 |
Other long-term assets | 11,907 | 21,641 |
Total assets | 495,620 | 466,641 |
Current liabilities | ||
Trade accounts payable | 19,886 | 17,989 |
Current portion of finance lease liability | 323 | |
Other current liabilities | 64,674 | 67,919 |
Total current liabilities | 84,883 | 85,908 |
Long-term portion of finance lease liability | 20,648 | |
Other long-term liabilities | 62,458 | 45,336 |
Total liabilities | 167,989 | 131,244 |
Contingencies (Note 12) | ||
Shareholders’ equity | ||
Common shares $0.10 par value; 50,000,000 shares authorized; 19,022,619 and 18,579,688 issued and outstanding as of December 31, 2019 and 2018, respectively | 1,902 | 1,858 |
Additional paid-in capital | 271,019 | 243,165 |
Retained earnings | 57,749 | 87,078 |
Accumulated other comprehensive income (loss) | (3,039) | 3,296 |
Total shareholders’ equity | 327,631 | 335,397 |
Total liabilities and shareholders’ equity | $ 495,620 | $ 466,641 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Trade accounts receivable, allowance for doubtful accounts | $ 3,987 | $ 7,463 |
Common shares, par value | $ 0.10 | $ 0.10 |
Common shares, authorized | 50,000,000 | 50,000,000 |
Common shares, issued | 19,022,619 | 18,579,688 |
Common shares, outstanding | 19,022,619 | 18,579,688 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Net sales | $ 459,955 | $ 453,042 | $ 433,823 |
Cost of sales | 100,607 | 96,628 | 93,037 |
Gross profit | 359,348 | 356,414 | 340,786 |
Sales and marketing | 223,676 | 205,527 | 198,370 |
General and administrative | 85,607 | 83,251 | 71,905 |
Research and development | 34,637 | 33,218 | 29,700 |
Acquisition-related amortization and remeasurement | 34,212 | 4,324 | |
Operating income (loss) | (18,784) | 30,094 | 40,811 |
Interest expense, net | (122) | (828) | (416) |
Other expense, net | (8,143) | (6,381) | (4,004) |
Income (loss) before income taxes | (27,049) | 22,885 | 36,391 |
Income tax expense | (1,413) | (9,074) | (29,100) |
Net income (loss) from continuing operations | (28,462) | 13,811 | 7,291 |
Discontinued operations (Note 12) | |||
Loss from discontinued operations | (1,759) | ||
Income tax benefit | 691 | ||
Net loss from discontinued operations | (1,068) | ||
Net income (loss) | $ (28,462) | $ 13,811 | $ 6,223 |
Net income (loss) per common share—basic | |||
Net income (loss) from continuing operations | $ (1.51) | $ 0.73 | $ 0.40 |
Net loss from discontinued operations | (0.06) | ||
Net income (loss) per common share—basic | (1.51) | 0.73 | 0.34 |
Net income (loss) per common share—diluted | |||
Net income (loss) from continuing operations | (1.51) | 0.72 | 0.39 |
Net loss from discontinued operations | (0.05) | ||
Net income (loss) per common share—diluted | $ (1.51) | $ 0.72 | $ 0.34 |
Weighted average number of common shares: | |||
Basic | 18,903,289 | 18,494,002 | 18,117,405 |
Diluted | 18,903,289 | 18,911,610 | 18,498,745 |
Other comprehensive income (loss), before tax | |||
Unrealized gain (loss) on debt security | $ (2,593) | $ 1,770 | $ 3,830 |
Reclassification adjustment for amortization of historical unrealized gains on debt security | (1,034) | ||
Reclassification adjustment for loss on debt security in net income | (5,193) | 5,585 | |
Currency translation adjustment | (653) | (1,823) | 4,552 |
Other comprehensive income (loss), before tax | (9,473) | (53) | 13,967 |
Income tax benefit (expense) related to items of other comprehensive income (loss) | 2,201 | (438) | (3,600) |
Other comprehensive income (loss), net of tax | (7,272) | (491) | 10,367 |
Comprehensive income (loss) | $ (35,734) | $ 13,320 | $ 16,590 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Common Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning Balance at Dec. 31, 2016 | $ 263,477 | $ 1,783 | $ 204,095 | $ 64,179 | $ (6,580) |
Balance, Shares at Dec. 31, 2016 | 17,828,155 | ||||
Net income (loss) | 6,223 | 6,223 | |||
Other comprehensive income (loss), net of tax | 10,367 | 10,367 | |||
Share-based compensation | 12,557 | 12,557 | |||
Common shares issued | 3,984 | $ 45 | 3,939 | ||
Common shares issued, Shares | 450,678 | ||||
Ending Balance at Dec. 31, 2017 | 296,608 | $ 1,828 | 220,591 | 70,402 | 3,787 |
Balance, Shares at Dec. 31, 2017 | 18,278,833 | ||||
Cumulative effect adjustment from adoption | ASU 2014-09 [Member] | 4,761 | 4,761 | |||
Cumulative effect adjustment from adoption | ASU 2016-16 [Member] | (1,896) | (1,896) | |||
Net income (loss) | 13,811 | 13,811 | |||
Other comprehensive income (loss), net of tax | (491) | (491) | |||
Share-based compensation | 18,930 | 18,930 | |||
Common shares issued | 3,674 | $ 30 | 3,644 | ||
Common shares issued, Shares | 300,855 | ||||
Ending Balance at Dec. 31, 2018 | $ 335,397 | $ 1,858 | 243,165 | 87,078 | 3,296 |
Balance, Shares at Dec. 31, 2018 | 18,579,688 | 18,579,688 | |||
Cumulative effect adjustment from adoption | ASU 2016-02 [Member] | $ 70 | 70 | |||
Cumulative effect adjustment from adoption | ASU 2018-02 [Member] | 937 | (937) | 937 | ||
Net income (loss) | (28,462) | (28,462) | |||
Other comprehensive income (loss), net of tax | (7,272) | (7,272) | |||
Share-based compensation | 21,540 | 21,540 | |||
Common shares issued | 6,358 | $ 44 | 6,314 | ||
Common shares issued, Shares | 442,931 | ||||
Ending Balance at Dec. 31, 2019 | $ 327,631 | $ 1,902 | $ 271,019 | $ 57,749 | $ (3,039) |
Balance, Shares at Dec. 31, 2019 | 19,022,619 | 19,022,619 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Cash flows from operating activities | |||
Net income (loss) | $ (28,462) | $ 13,811 | $ 6,223 |
Adjustments to reconcile net income to net cash from operating activities | |||
Depreciation and amortization | 24,699 | 18,659 | 20,124 |
Amortization of debt costs and other assets | 3,778 | 1,024 | 1,712 |
Provision for doubtful accounts | 1,891 | (599) | 1,639 |
Deferred income taxes | 1,393 | (2,661) | 21,286 |
Share-based compensation | 21,540 | 18,930 | 12,557 |
Interest and loss on the valuation of investment securities | 5,000 | 3,050 | 5,585 |
Change in fair value of contingent consideration | 29,140 | 3,069 | |
Other | 2,433 | 1,633 | 1,398 |
Changes in operating assets and liabilities, net of effects of acquisitions | |||
Trade accounts receivable | (11,037) | (3,706) | (6,562) |
Inventories | (5,712) | 9,698 | (15,645) |
Prepaid expenses and other current assets | (3,698) | (1,127) | (6,352) |
Trade accounts payable | 2,138 | (170) | 2,324 |
Other current liabilities | (7,716) | (7,563) | (11,412) |
Contingent consideration milestone payment | (1,340) | ||
Other long-term assets and liabilities | (2,014) | (4,130) | 6,095 |
Net cash from operating activities | 32,033 | 49,918 | 38,972 |
Cash flows from investing activities | |||
Acquisition of business, net of cash acquired | (44,294) | ||
Capital expenditures for property, plant and equipment | (18,997) | (13,592) | (14,665) |
Capital expenditures for intangible assets | (1,527) | (1,664) | (2,283) |
Asset acquisitions and other investments | (2,400) | (1,448) | 474 |
Net cash from investing activities | (22,924) | (60,998) | (16,474) |
Cash flows from financing activities | |||
Proceeds from issuance of common shares | 11,551 | 7,100 | 7,783 |
Payments related to withholdings for share-based compensation | (5,193) | (3,425) | (3,800) |
Contingent consideration milestone payment | (13,660) | ||
Payments related to finance lease obligation | (365) | ||
Payment of debt issuance costs and other financing activities | (3,021) | (682) | (445) |
Net cash from financing activities | (10,688) | 2,993 | 3,538 |
Effect of exchange rate changes on cash and restricted cash | (207) | (881) | 1,180 |
Net change in cash, cash equivalents, and restricted cash | (1,786) | (8,968) | 27,216 |
Cash, cash equivalents, and restricted cash at the beginning of the year | 72,189 | 81,157 | 53,941 |
Cash, cash equivalents, and restricted cash at the end of the year | 70,403 | 72,189 | 81,157 |
Components of cash, cash equivalents, and restricted cash at the end of the year | |||
Cash and cash equivalents | 69,719 | 69,623 | 81,157 |
Restricted cash | 684 | 2,566 | |
Cash, cash equivalents, and restricted cash at the end of the year | 70,403 | 72,189 | $ 81,157 |
Noncash investing activities: | |||
Intangible assets acquired in asset acquisitions | $ 1,600 | 2,015 | |
Contingent consideration recognized at acquisition date | $ 25,491 |
Business and basis of consolida
Business and basis of consolidation | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Business and basis of consolidation | Business and basis of consolidation Orthofix Medical Inc. (previously Orthofix International N.V.) and its subsidiaries (the “Company”) is a global medical device company focused on musculoskeletal products and therapies. The Company’s mission is to improve patients’ lives by providing superior reconstruction and regenerative musculoskeletal solutions to physicians worldwide. Headquartered in Lewisville, Texas, the Company has two reporting segments: Global Spine and Global Extremities. Orthofix products are widely distributed via the Company's sales representatives and distributors. In 2018, the Company completed a change in its jurisdiction of organization from Curaçao to the State of Delaware (the “Domestication”) in accordance with the conversion procedures of Articles 304 and 305 of Book 2 of the Curaçao Civil Code and the domestication procedures of Section 388 of Delaware General Corporation Law. Upon the effectiveness of the Domestication, each common share of Orthofix International N.V. was automatically converted into one share of common stock of Orthofix Medical Inc. This transaction was accounted for as a transfer of assets and liabilities between entities under common control, similar to a pooling of interest. As a result, the assets and liabilities were carried forward at their historical carrying amounts. The Company’s common stock continues to be traded on the Nasdaq Global Select Market under the symbol “OFIX.” The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. |
Significant accounting policies
Significant accounting policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant accounting policies | 1. Significant accounting policies The preparation of financial statements in conformity with United States generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate these estimates, including those related to contractual allowances, doubtful accounts, inventories, goodwill, fair value measurements, litigation and contingent liabilities, income taxes, and share-based compensation. We base our estimates on historical experience, future expectations, and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Information on our accounting policies and methods used in the preparation of our consolidated financial statements are included, where applicable, in the respective footnotes that follow. Footnote Footnote Reference Recently adopted accounting standards and recently issued accounting pronouncements 2 Acquisitions 3 Inventories 4 Property, plant and equipment 5 Intangible assets 6 Goodwill 7 Leases 8 Other current liabilities 9 Long-term debt 10 Fair value measurements and investments 11 Commitments and contingencies 12 Shareholders' equity 13 Revenue recognition and accounts receivable 14 Business segment information 15 Acquisition-related amortization and remeasurement 16 Share-based compensation 17 Defined contribution plans and deferred compensation 18 Footnote Footnote Reference Income taxes 19 Earnings per share 20 Quarterly financial data 21 Subsequent events 22 The following is a discussion of accounting policies and methods used in our consolidated financial statements that are not presented within other footnotes. Prior period reclassifications Certain amortization expense related to intangible assets previously reported in general and administrative expenses has been reclassified to acquisition-related amortization and remeasurement based on use of the underlying intangible asset. This reclassification resulted in a decrease to general and administrative expense of $1.3 Market risk In the ordinary course of business, the Company is exposed to the impact of changes in interest rates and foreign currency fluctuations. The Company’s objective is to limit the impact of such movements on earnings and cash flows. In order to achieve this objective, the Company seeks to balance its non-U.S. Dollar denominated income and expenditures. The financial statements for operations outside the United States are generally maintained in their local currency. All foreign currency denominated balance sheet accounts, except shareholders’ equity, are translated to U.S. Dollars at year end exchange rates and revenue and expense items are translated at average rates of exchange prevailing during the year. Gains and losses resulting from the translation of foreign currency are recorded in the accumulated other comprehensive income (loss) component of shareholders’ equity. Transactional foreign currency gains and losses, including those generated from intercompany operations, are included in other expense, net and were a loss of $1.4 million, loss of $3.3 million, and a gain of $1.9 million for the years ended December 31, 2019, 2018 and 2017, respectively. Financial instruments and concentration of credit risk Financial instruments that could subject the Company to a concentration of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. Generally, cash is held at large financial institutions and cash equivalents consist of highly liquid money market funds. The Company performs ongoing credit evaluations of customers, generally does not require collateral, and maintains a reserve for potential credit losses. The Company believes that a concentration of credit risk related to the accounts receivable is limited because customers are geographically dispersed and end users are diversified across several industries. Net sales to our customers based in Europe were approximately $69 million in 2019, which represents a substantial portion of our trade accounts receivable balance as of December 31, 2019. It is at least reasonably possible that changes in global economic conditions and/or local operating and economic conditions in the regions, or other factors, could affect the future realization of these accounts receivable balances. Cash, cash equivalents and restricted cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash as of December 31, 2018 related to a court order affecting the Company’s local bank accounts for its office in São Paulo, Brazil, as part of an investigation of more than 30 companies, which resulted in the freezing of approximately $2.6 million of the Company’s cash. On April 3, 2019, the Company’s appeal regarding the freezing of its local bank accounts was heard by the Brazil Federal Court of Appeals of Rio de Janeiro, in which the Court ordered the unfreezing of the Company’s cash. The cash was then returned without any restrictions in April 2019. As such, this balance was reclassified to cash and cash equivalents during the second quarter of 2019 . In September 2019, approximately $0.7 million of the Company’s cash in Brazil was frozen upon request to satisfy a judgment related to an ongoing legal dispute with a former Brazilian distributor. Although the Company is appealing this judgment, this cash has been reclassified to restricted cash. Refer to Note 12 for further discussion of this matter. Advertising costs Advertising costs are expensed as incurred. Advertising costs are included within sales and marketing expense and totaled $0.8 million, $0.6 million, and $0.7 million for the years ended December 31, 2019, 2018, and 2017, respectively. Research and development costs, including in-process research and development (“IPR&D”) costs Expenditures for research and development are expensed as incurred. Expenditures related to the collaborative arrangement with MTF Biologics (“MTF”) are expensed based on the terms of the related agreement. No research and development expenditures were incurred for the years ended December 31, 2019 or 2018 under the collaborative arrangement with MTF. Research and development expenditures totaled $0.9 million for the year ended December 31, 2017 under the arrangement with MTF. In connection with the Spinal Kinetics Inc. acquisition in 2018, the Company recognized $26.8 million of IPR&D costs within patents and other intangible assets, net and recorded additional research and development costs to further develop this acquired IPR&D. See Note 6 for further details. Acquired IPR&D represents the fair value assigned to acquired research and development assets that have not reached technological feasibility. The fair value assigned to acquired IPR&D is determined by estimating the costs to develop the acquired technology into commercially viable products, estimating the resulting revenues from the projects, and discounting the net cash flows to present value. The revenue and cost projections used to value acquired IPR&D are, as applicable, reduced based on the probability of success of developing the asset. Additionally, estimated revenues consider the relevant market sizes and growth factors, expected trends in technology, and the nature and expected timing of new product introductions by the Company and its competitors. The rates utilized to discount the net cash flows to their present value are commensurate with the stage of development of the project and uncertainties in the economic estimates used in the projections. Any future costs to further develop the IPR&D subsequent to acquisition are recorded to research and development expense as incurred. See Note 6 for additional policy discussion related to amortization and impairment testing for IPR&D. |
Recently adopted accounting sta
Recently adopted accounting standards and recently issued accounting pronouncements | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Changes And Error Corrections [Abstract] | |
Recently adopted accounting standards and recently issued accounting pronouncements | 2. Recently adopted accounting standards and recently issued accounting pronouncements Adoption of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, which changes how lessees account for leases. For most leases, the standard requires a liability to be recorded on the balance sheet based on the present value of future lease obligations with a corresponding right-of-use asset. For leases classified as operating leases, the Company is now required to recognize lease costs on a straight-line basis based on the combined amortization of the lease obligation and the right-of-use asset. Other leases are will be accounted for as finance leases, similar to capital leases under the previous accounting standard. Effective January 1, 2019, the Company adopted ASU 2016-02 using a modified retrospective approach. Upon adoption, the Company elected a package of practical expedients permitted within the new standard. The elected practical expedients allow the Company to carry forward its historical lease classification and to not separate and allocate the consideration paid between lease and non-lease components included within a contract. The Company also elected an optional transition method that waives the requirement to apply the ASU to the comparative periods presented within the financial statements in the year of adoption. Therefore, results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting policies under Topic 840. See Note 8 for additional discussion of the Company’s adoption of Topic 842 and its lease accounting policies. Adoption of ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In February 2018, the FASB issued ASU 2018-02, which allows entities to reclassify stranded tax effects resulting from the Tax Cuts and Jobs Act (the "Tax Act") from accumulated other comprehensive income (loss) to retained earnings. The Company adopted this guidance effective January 1, 2019, using a modified retrospective approach, which resulted in an increase to accumulated other comprehensive income (loss) and a decrease in retained earnings of $0.9 million. Adoption of ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In May 2014, the FASB issued ASU 2014-09. Topic 606 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition Adoption of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10), and ASU 2018-03, Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic 825-10) In January 2016, the FASB issued ASU 2016-01, which was then further clarified in ASU 2018-03, in February 2018. This guidance required entities to measure equity investments at fair value and recognize any changes in fair value in net income. However, for certain equity investments that do not have readily determinable fair values, the new guidance allows companies to measure the investments using a new measurement alternative, which values the investments at cost, less any impairments, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The Company prospectively adopted both ASU 2016-01 and ASU 2018-03 as of January 1, 2018, and now uses the new measurement alternative for the Company’s equity investments in Bone Biologics, Inc. (“Bone Biologics”), which historically had been measured at cost. See Note 11 for further discussion related to our investment in Bone BIologics. Recently issued accounting pronouncements Topic Description of Guidance Effective Date Status of Company's Evaluation Financial Instruments - Credit Losses (ASU 2016-13), and subsequent amendments Requires that credit losses for certain types of financial instruments, including trade accounts receivable, be estimated based on expected losses and also modifies the impairment models for available-for-sale debt securities and for purchased financial assets with credit deterioration since their origination. Applied using a modified retrospective approach, with early adoption permitted. January 1, 2020 The Company formed an implementation team to evaluate the impact this ASU will have on its consolidated financial statements. Based on its preliminary evaluation, the Company expects to record an increase in its allowance for doubtful accounts of approximately $1.1 million, an increase in deferred income taxes of approximately $0.2 million, and a decrease in retained earnings of approximately $0.9 million. The Company does not expect material impacts to its consolidated statements of operations and comprehensive income (loss) or to its consolidated statements of cash flows. Goodwill (ASU 2017-04) Eliminates Step 2 of the current goodwill impairment test, which requires a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment loss will instead be measured at the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the recorded amount of goodwill. Applied on a prospective basis, with early adoption permitted. January 1, 2020 The Company does not expect this ASU to have a significant impact on its financial statements or disclosures. Topic Description of Guidance Effective Date Status of Company's Evaluation Fair value measurement (ASU 2018-13) Eliminates such disclosures as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and adds new disclosure requirements for Level 3 measurements. Certain of the provisions are to be applied retrospectively with other provisions applied prospectively. January 1, 2020 The Company does not expect the ASU to have a significant impact on its financial statements, but the ASU may have a significant impact on disclosures for any level 3 assets or liabilities. Implementation costs in a cloud computing arrangement that is a service contract (ASU 2018-15) Aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. Applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. January 1, 2020 The Company plans to adopt this ASU prospectively on January 1, 2020. However, the Company does not expect this ASU to have a material impact to its consolidated financial statements. Simplifying the accounting for income taxes (ASU 2019-12) Reduces the complexity of accounting for income taxes by eliminating certain exceptions to the general principles in ASC 740, Income Taxes. January 1, 2021 The Company is currently evaluating the impact this ASU may have on its consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions On April 30, 2018, the Company completed the acquisition of Spinal Kinetics Inc. (“Spinal Kinetics”), a privately held developer and manufacturer of artificial cervical and lumbar discs for $45.0 million in net cash, subject to certain adjustments, plus potential milestone payments of up to $60.0 million in cash. The results of operations for Spinal Kinetics have been included in the Company’s financial results since the acquisition date, April 30, 2018. The fair value of the consideration transferred was $76.6 million, which consisted of the following: (U.S. Dollars, in thousands) Fair value of consideration transferred Cash paid $ 51,109 Contingent consideration 25,491 Total fair value of consideration transferred $ 76,600 The contingent consideration consists of potential future milestone payments of up to $60.0 million in cash. The milestone payments include (i) up to $15.0 million if the U.S. Food and Drug Administration (the “FDA”) grants approval of Spinal Kinetics’ M6-C artificial cervical disc (the “FDA Milestone”) and (ii) revenue-based milestone payments of up to $45.0 million in connection with future sales of the M6-C artificial cervical disc and the M6-L artificial lumbar disc. Milestones must be achieved within five years of the Acquisition Date to trigger applicable payments. Refer to Note 11 for further discussion of the valuation of the contingent milestone payments. The following table summarizes the fair values of assets acquired and liabilities assumed at the acquisition date: (U.S. Dollars, in thousands) Preliminary Acquisition Date Fair Value as Previously Reported Adjustments Final Acquisition Date Fair Value Assigned Useful Life Assets acquired Cash and cash equivalents $ 6,785 $ — $ 6,785 Restricted cash 30 — 30 Trade accounts receivable 1,705 — 1,705 Inventories 8,175 — 8,175 Prepaid expenses and other current assets 315 — 315 Property, plant and equipment 2,285 — 2,285 Other long-term assets 320 — 320 Developed technology 12,400 — 12,400 10 years In-process research and development ("IPR&D") 26,800 — 26,800 Indefinite Tradename 100 — 100 2 years Deferred income taxes 2,374 1,220 3,594 Total identifiable assets acquired $ 61,289 $ 1,220 $ 62,509 Liabilities assumed Trade accounts payable $ 351 $ — $ 351 Other current liabilities 2,873 (4 ) 2,869 Other long-term liabilities 301 — 301 Total liabilities assumed 3,525 (4 ) 3,521 Goodwill 18,836 (1,224 ) 17,612 Total fair value of consideration transferred $ 76,600 $ — $ 76,600 The $17.6 million of goodwill recognized was assigned to the Global Spine reporting segment. On February 6, 2019, the Company obtained FDA approval of the M6-C artificial cervical disc for patients suffering from cervical disease degeneration. Following FDA approval, the Company transferred $26.8 million from IPR&D to developed technology, and began amortization over 10 years. The Company did not recognize any acquisition related costs during the year ended December 31, 2019 and recorded $3.3 million and $0.8 million of acquisition related costs during the years ended December 31, 2018 and December 31, 2017, respectively, within general and administrative expenses. The Company’s results of operations included net sales of $12.4 million and $8.7 million related to Spinal Kinetics for the years ended December 31, 2019 and 2018, respectively. Additionally, the Company’s results of operations included net losses of $9.3 million and $5.8 million related to Spinal Kinetics for the years ended December 31, 2019 and 2018, respectively. Options Medical, LLC Asset Acquisition On January 31, 2019, the Company acquired certain assets of Options Medical, LLC (“Options Medical”), a medical device distributor based in Florida. Under the terms of the acquisition, the parties agreed to terminate an existing exclusive sales representative agreement, employees of Options Medical became employees of the Company, and the Company acquired all customer lists and customer information related to the sale of the Company’s products. As consideration for the assets acquired, the Company paid $6.4 million. The following table summarizes the fair values of assets acquired and liabilities assumed at the acquisition date: (U.S. Dollars, in thousands) Fair Value Balance Sheet Classification Assigned Useful Life Assets acquired Operating lease assets $ 175 Other long-term assets Customer relationships 5,832 Intangible assets, net 10 years Assembled workforce 568 Intangible assets, net 5 years Total identifiable assets acquired $ 6,575 Liabilities assumed Operating lease liability - short-term $ 69 Other current liabilities Operating lease liability - long-term 106 Other long-term liabilities Total liabilities assumed 175 Total fair value of consideration transferred $ 6,400 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories are valued at the lower of cost or estimated net realizable value, after provision for excess, obsolete or impaired items, which is reviewed and updated on a periodic basis by management. For inventory procured or produced, whether internally or through contract manufacturing arrangements, at our manufacturing facility in Italy, cost is determined on a weighted-average basis, which approximates the first-in, first-out (“FIFO”) method. For inventory procured or produced, whether internally or through contract manufacturing arrangements, at our manufacturing facilities in Texas and California, standard costs, which approximates actual cost on the FIFO method, is used to value inventory. Standard costs are reviewed annually by management, or more often in the event circumstances indicate a change in cost has occurred. Work-in-process, finished products, and field/consignment inventory include material, labor and production overhead costs. Field/consignment inventory represents immediately saleable finished products inventory that is in the possession of the Company’s independent sales representatives or located at third party customers, such as distributors and hospitals. December 31, (U.S. Dollars, in thousands) 2019 2018 Raw materials $ 9,587 $ 8,463 Work-in-process 14,027 13,478 Finished products 20,712 18,244 Field/consignment 38,071 36,662 Inventories $ 82,397 $ 76,847 The Company adjusts the value of its inventory to the extent management determines that the cost cannot be recovered due to obsolescence or other factors. In order to make these determinations, management uses estimates of future demand and sales prices for each product to determine the appropriate inventory reserves and to make corresponding adjustments to the carrying value of these inventories to reflect the lower of cost or market value. |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property, plant and equipment | 5. Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation, or when acquired as part of a business combination, at estimated fair value. Costs include all expenditures necessary to place the asset in service, generally including freight and sales and use taxes. Property, plant and equipment includes instrumentation held by customers, which is generally used to facilitate the implantation of the Company’s products. The useful lives of these assets are generally as follows: Years Buildings 25 to 33 Plant and equipment 1 to 10 Instrumentation 3 to 4 Computer software 3 to 7 Furniture and fixtures 4 to 8 The Company evaluates the useful lives of these assets on an annual basis. Depreciation is computed on a straight-line basis over the useful lives of the assets. Depreciation of leasehold improvements is computed over the shorter of the lease term or the useful life of the asset. Total depreciation expense was $17.7 million, $15.9 million and $18.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. Expenditures for maintenance and repairs and minor renewals and improvements, which do not extend the lives of the respective assets, are expensed as incurred. All other expenditures for renewals and improvements are capitalized. The assets and related accumulated depreciation are adjusted for property retirements and disposals, with the resulting gain or loss included in earnings. Fully depreciated assets remain in the accounts until retired from service. December 31, (U.S. Dollars, in thousands) 2019 2018 Cost Buildings $ 3,731 $ 3,746 Plant and equipment 46,470 45,744 Instrumentation 82,327 75,542 Computer software 49,696 47,322 Furniture and fixtures 7,328 6,599 Construction in progress 2,201 2,909 Finance lease assets 21,179 — Property, plant, and equipment, gross 212,932 181,862 Accumulated depreciation (150,205 ) (139,027 ) Property, plant, and equipment, net $ 62,727 $ 42,835 The Company capitalizes system development costs related to internal-use software during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, generally three to seven years. During the first quarter of 2019, the Company entered into an amendment for its corporate headquarters lease. As a result, the classification of this lease changed from an operating lease to a finance lease. This resulted in an increase to both the lease liability and lease asset of approximately $8.0 million, when compared to the original operating lease assets and liabilities recorded upon the adoption of ASU 2016-02. Long-lived assets are evaluated for impairment whenever events or changes in circumstances have occurred that would indicate impairment. For purposes of the evaluation, the Company groups its long-lived assets with other assets and liabilities at the lowest level of identifiable cash flows if the asset does not generate cash flows independent of other assets and liabilities. If the carrying value of the asset or asset group exceeds the undiscounted cash flows expected to result from the use and eventual disposition of the asset group, the Company will write the carrying value down to the fair value in the period identified. The Company generally determines fair value of long-lived assets as the present value of estimated future cash flows. In determining the estimated future cash flows associated with the assets, the Company uses estimates and assumptions about future revenue contributions, cost structures and remaining useful lives of the asset group. The use of alternative assumptions, including estimated cash flows, discount rates, and alternative estimated remaining useful lives could result in different calculations of impairment. |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible assets | 6. Intangible assets Intangible assets are recorded at cost, or when acquired as a part of a business combination, at estimated fair value. These assets are amortized on a straight-line basis over the useful lives of the assets. December 31, (U.S. Dollars, in thousands) Weighted Average Amortization Period 2019 2018 Cost Patents 10 years $ 42,034 $ 39,085 Developed technology 10 years 39,200 12,400 IPR&D Indefinite — 26,800 Customer relationships 9 years 7,430 — License and other 7 years 15,960 14,654 Trademarks—finite lived 10 years 942 840 9 years 105,566 93,779 Accumulated amortization Patents $ (38,246 ) $ (35,016 ) Developed technology (4,523 ) (827 ) Customer relationships (535 ) — License and other (7,701 ) (5,744 ) Trademarks—finite lived (422 ) (295 ) (51,427 ) (41,882 ) Patents and other intangible assets, net $ 54,139 $ 51,897 Intangible assets related to IPR&D projects are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. During the period the assets are considered indefinite-lived, they are not amortized but tested for impairment. Impairment testing is performed at least annually or when a triggering event occurs that could indicate a potential impairment. If and when development is complete, which generally occurs when regulatory approval to market a product is obtained, the associated assets are deemed finite-lived and are amortized over a period that best reflects the economic benefits provided by these assets. On February 6, 2019, the Company obtained FDA approval of the M6-C artificial cervical disc for patients suffering from cervical disease degeneration. Following FDA approval, the Company transferred $26.8 million from IPR&D to developed technology, and began amortization over 10 years. Amortization expense for intangible assets was $7.0 million, $2.7 million and $1.8 million for the years ended December 31, 2019, December 31, 2018 and 2017, respectively. Future amortization expense for intangible assets is estimated as follows: (U.S. Dollars, in thousands) Amortization 2020 $ 7,420 2021 7,317 2022 7,337 2023 6,668 2024 5,799 Thereafter 19,598 Total $ 54,139 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 7. Goodwill The Company tests goodwill at least annually for impairment. The Company tests more frequently if indicators are present or changes in circumstances suggest that impairment may exist. These indicators include, among others, declines in sales, earnings or cash flows, or the development of a material adverse change in the business climate. The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment. As part of the change in reporting segments, which occurred during the first quarter of 2019, the Company performed a quantitative assessment of goodwill immediately prior to and subsequently following the change in reporting segments. The analysis did not result in an impairment. In addition, the net carrying value of goodwill that was previously reported under the prior reporting segments of (i) Bone Growth Therapies, (ii) Spinal Implants, and (iii) Biologics has been consolidated and is now included within the Global Spine reporting segment. At the beginning of the fourth quarters of 2019 and 2018, the Company performed a qualitative assessment for its annual goodwill impairment analysis, which did not result in impairment. This qualitative analysis considers all relevant factors specific to the reporting units, including macroeconomic conditions, industry and market considerations, overall financial performance, and relevant entity-specific events. The following table presents the net carrying value of goodwill, and a rollforward of such balances from December 31, 2018, by reportable segment: (U.S. Dollars, in thousands) December 31, 2018 Adjustments December 31, 2019 Global Spine $ 72,401 $ (1,224 ) $ 71,177 Global Extremities — — — Goodwill $ 72,401 $ (1,224 ) $ 71,177 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 8. Leases As discussed in Note 2, the Company adopted ASU No. 2016-02— Leases (U.S. Dollars, in thousands) December 31, 2018 Impact of Adoption of ASC 842 January 1, 2019 Assets Current assets Cash, cash equivalents, and restricted cash $ 72,189 $ — $ 72,189 Accounts receivable, net 77,747 — 77,747 Inventories 76,847 — 76,847 Prepaid expenses and other current assets 17,856 (15 ) 17,841 Total current assets 244,639 (15 ) 244,624 Property, plant, and equipment, net 42,835 — 42,835 Intangible assets, net and goodwill 124,298 — 124,298 Deferred income taxes 33,228 71 33,299 Other long-term assets 21,641 20,209 41,850 Total assets $ 466,641 $ 20,265 $ 486,906 Liabilities and shareholders’ equity Current liabilities Accounts payable $ 17,989 $ — $ 17,989 Other current liabilities 67,919 2,166 70,085 Total current liabilities 85,908 2,166 88,074 Other long-term liabilities 45,336 18,028 63,364 Total liabilities $ 131,244 $ 20,194 $ 151,438 Shareholders’ equity Common shares 1,858 — 1,858 Additional paid-in capital 243,165 — 243,165 Retained earnings 87,078 71 87,149 Accumulated other comprehensive income 3,296 — 3,296 Total shareholders’ equity 335,397 71 335,468 Total liabilities and shareholders’ equity $ 466,641 $ 20,265 $ 486,906 The Company determines if an arrangement is a lease at inception. The Company’s leases primarily relate to facilities, vehicles, and equipment. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company’s incremental borrowing rate is used as a discount rate, based on the information available at the commencement date, in determining the present value of lease payments. Lease assets also include the impact of any prepayments made and are reduced by impact of any lease incentives. The Company has made an accounting policy election for short-term leases, in that the Company does not recognize a lease liability or lease asset on the balance sheet for leases with a lease term of twelve months or less as of the commencement date. Rather, any short-term lease payments are recognized as an expense on a straight-line basis over the lease term. The current period short-term lease expense reasonably reflects our short-term lease commitments. The Company has made a policy election for all classifications of leases to combine lease and nonlease components and to account for them as a single lease component. Variable lease payments are excluded from the lease liability and recognized in the period in which the obligation is incurred. Additionally, lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. During the first quarter of 2019, the Company entered into an amendment for its corporate headquarters lease. As a result, the classification of this lease changed from an operating lease to a finance lease, resulting in an increase to both the lease liability and lease asset of approximately $8.0 million. A summary of the Company’s lease portfolio as of December 31, 2019 is presented in the table below: (U.S. Dollars, in thousands, except lease term and discount rate) Classification December 31, 2019 Assets Operating leases Other long-term assets $ 5,798 Finance leases Property, plant and equipment, net 20,207 Total lease assets $ 26,005 Liabilities Current Operating leases Other current liabilities $ 1,875 Finance leases Current portion of finance lease liability 323 Long-term Operating leases Other long-term liabilities 4,084 Finance leases Long-term portion of finance lease liability 20,648 Total lease liabilities $ 26,930 Weighted Average Remaining Lease Term Operating leases 4.2 years Finance leases 20.7 years Weighted Average Discount Rate Operating leases 2.33 % Finance leases 4.38 % The components of lease costs were as follows: (U.S. Dollars, in thousands) For the Year Ended December 31, 2019 Finance lease costs: Amortization of right-of-use assets $ 972 Interest on finance lease liabilities 919 Operating lease costs 2,161 Short-term lease costs 255 Variable lease costs 749 Total lease costs $ 5,056 Supplemental cash flow information related to leases was as follows: (U.S. Dollars, in thousands) For the Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 4,075 Operating cash flows from finance leases 919 Financing cash flows from finance leases 365 Right-of-use assets obtained in exchange for lease obligations Operating leases 878 Finance leases 21,179 A summary of the Company’s remaining lease liabilities as of December 31, 2019 is included below: (U.S. Dollars, in thousands) Operating Leases Finance Leases 2020 $ 1,979 $ 1,013 2021 1,758 1,414 2022 1,409 1,442 2023 259 1,471 2024 143 1,501 Thereafter 686 25,706 Total undiscounted value of lease liabilities 6,234 32,547 Less: Interest (275 ) (11,576 ) Present value of lease liabilities $ 5,959 $ 20,971 Current portion of lease liabilities $ 1,875 $ 323 Long-term portion of lease liabilities 4,084 20,648 Total lease liabilities $ 5,959 $ 20,971 |
Other current liabilities
Other current liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Other current liabilities | 9. Other current liabilities December 31, (U.S. Dollars, in thousands) 2019 2018 Accrued expenses $ 5,571 $ 6,206 Salaries, bonuses, commissions and related taxes payable 14,008 21,608 Accrued distributor commissions 12,286 10,073 Accrued legal and settlement expenses 9,227 4,196 Contingent consideration liability 14,700 13,600 Short-term operating lease liability 1,875 — Non-income taxes payable 4,021 3,638 Other payables 2,986 8,598 Other current liabilities $ 64,674 $ 67,919 In December 2019, the Company approved and initiated a targeted restructuring plan in the U.S. to streamline costs and to better align talent with the Company’s strategic initiatives. The plan consists primarily of the realignment of certain personnel, representing an extremely limited number of positions, which will require severance payments. As of December 31, 2019, the Company recorded a liability of $3.2 million in connection with this activity, all of which was recognized in 2019 within general and administrative expenses. |
Long-term debt
Long-term debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-term debt | 10. Long-term debt On October 25, 2019, the Company, and certain of its wholly-owned subsidiaries (collectively with the Company, the “Borrowers”), as borrowers, and certain material subsidiaries of the Company as guarantors, entered into a Second Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent, and certain lender parties thereto. Borrowings under the Amended Credit Agreement may be used for, among other things, working capital and other general corporate purposes of the Company and its subsidiaries (including permitted acquisitions and permitted payments of dividends and other distributions). The Facility is available in U.S. Dollars with up to $150 million of the Facility available to be borrowed in Euros and British Pounds (the “Agreed Currencies”). The Facility further permits up to $50 million of the Facility to be utilized for the issuance of letters of credit in the Agreed Currencies. The Borrowers have the ability to increase the amount of the Facility, which increases may take the form of increases to the revolving credit commitments or the issuance of new term A loans, by an aggregate amount of up to the greater of $150 million or Borrowings under the Facility bear interest at a floating rate, which is, at the Borrowers’ option, either LIBOR, Certain of the Company’s existing and future material subsidiaries (collectively, the “Guarantors”) are required to guarantee the repayment of the Borrowers’ obligations under the Amended Credit Agreement. The obligations of the Borrowers and each of the Guarantors with respect to the Amended Credit Agreement are secured by a pledge of substantially all of the personal property assets of the Borrowers and each of the Guarantors, including accounts receivables, deposit accounts, intellectual property, investment property, inventory, equipment and equity interests in their respective subsidiaries. The Amended Credit Agreement contains customary affirmative and negative covenants, including limitations on the Company’s and its subsidiaries ability to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, pay subordinated indebtedness and enter into affiliate transactions. In addition, the Amended Credit Agreement contains financial covenants requiring the Company on a consolidated basis to maintain, as of the last day of any fiscal quarter, a total net leverage ratio of not more than 3.5 to 1.0 (which ratio can be permitted to increase to 4.0 to 1.0 for no more than 4 fiscal quarters following a material acquisition) and an interest coverage ratio of at least 3.0 to 1.0. The Amended Credit Agreement also includes events of default customary for facilities of this type and upon the occurrence of such events of default, subject to customary cure rights, all outstanding loans under the Facility may be accelerated and/or the lenders’ commitments terminated. The Credit Agreement also includes events of default customary for facilities of this type, and upon the occurrence of such events of default, subject to customary cure rights, all outstanding loans under the Facility may be accelerated and/or the lenders’ commitments terminated. The Company is in compliance with all required financial covenants as of December 31, 2019. In conjunction with obtaining the Facility, the Company has paid $1.5 million in debt issuance costs and has capitalized a total of $1.8 million associated with the Facility. These costs are being amortized over the life of the Facility. The debt issuance costs are included in other long-term assets, net of accumulated amortization. As of December 31, 2019 and December 31, 2018, debt issuance costs, net of accumulated amortization, were $1.7 million and $0.6 million, respectively. Debt issuance costs amortized or expensed totaled $0.4 million, $0.4 million, and $1.0 million for the years ended December 31, 2019, 2018, and 2017, respectively. The Company has an unused available line of credit of €5.5 million ($6.2 million and $6.3 million) at December 31, 2019 and 2018, respectively, in its Italian line of credit. This unsecured line of credit provides the Company the option to borrow amounts in Italy at interest rates determined at the time of borrowing. The Company paid cash related to interest of $0.8 million, $0.8 million, and $0.8 million for the years ended December 31, 2019, 2018, and 2017, respectively. |
Fair value measurements and inv
Fair value measurements and investments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements And Investment Disclosure [Abstract] | |
Fair value measurements and investments | 11. Fair value measurements and investments Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Non-financial assets and liabilities of the Company measured at fair value include any long-lived assets that are impaired in a currently reported period or equity securities measured at observable prices in orderly transactions. The authorit ative guidance also describes three levels of inputs that may be used to measure fair value: Level 1: quoted prices in active markets for identical assets and liabilities Level 2: observable inputs other than quoted prices in active markets for identical assets and liabilities Level 3: unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions The Company’s financial instruments include cash equivalents, restricted cash, collective trust funds, treasury securities, trade accounts receivable, accounts payable, long-term secured debt, equity warrants, equity securities, available for sale debt securities, contingent consideration and deferred compensation plan liabilities. The carrying value of cash equivalents, restricted cash, trade accounts receivable and accounts payable approximate fair value due to the short-term maturities of these instruments. The Company’s credit facilities carry a floating rate of interest, and therefore, the carrying value of long-term debt is considered to approximate the fair value. The Company’s collective trust funds, treasury securities, equity warrants, equity securities, debt security, contingent consideration, and deferred compensation plan liabilities are the only financial instruments recorded at fair value on a recurring basis as follows: (U.S. Dollars, in thousands) Balance December 31, 2019 Level 1 Level 2 Level 3 Assets Equity securities $ 219 $ — $ 219 $ — Total $ 219 $ — $ 219 $ — Liabilities Contingent consideration $ (42,700 ) $ — $ — $ (42,700 ) Deferred compensation plan (1,255 ) — (1,255 ) — Total $ (43,955 ) $ — $ (1,255 ) $ (42,700 ) (U.S. Dollars, in thousands) Balance December 31, 2018 Level 1 Level 2 Level 3 Assets Treasury securities $ 490 $ 490 $ — $ — Equity securities 219 — 219 — Debt security 17,820 — — 17,820 Total $ 18,529 $ 490 $ 219 $ 17,820 Liabilities Contingent consideration (28,560 ) — — (28,560 ) Deferred compensation plan $ (1,275 ) $ — $ (1,275 ) $ — Total $ (29,835 ) $ — $ (1,275 ) $ (28,560 ) The fair value of treasury securities was determined based on quoted prices in active markets for identical assets, therefore, the Company categorized these instruments as Level 1 financial instruments. The fair value of the Company’s collective trust funds, equity warrants, equity securities, and deferred compensation plan liabilities are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets; therefore, the Company has categorized these instruments as Level 2 financial instruments. Equity Warrants and Securities The Company holds investments in common stock and warrants to purchase shares of common stock of Bone Biologics. The Company’s common stock investments are recorded within other long-term assets although the fair value of the warrants was reduced to zero in 2018. The equity securities are considered investments that do not have readily determinable fair values. As such, the Company measures these investments at cost, less any impairments, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. In 2018, Bone Biologics completed a series of equity financing activities, which provided a new observable price change in an orderly transaction. As a result, the Company determined its investment was impaired and recorded a charge of $4.4 million in other expense, net. As of December 31, 2019, the Company holds common stock of Bone Biologics and warrants to purchase approximately 13 thousand shares at a weighted average exercise price of $10.00 per share (after adjusting the shares and exercise price for a reverse stock split executed by Bone Biologics in 2018). Under the terms of the warrant purchase agreements, the warrants to purchase common stock in Bone Biologics are exercisable over a seven year period, which expires in 2020, and are transferable by the holder to other parties. The changes in valuation of these securities for the years ended December 31, 2019, 2018, and 2017 are shown below: (U.S. Dollars, in thousands) 2019 2018 2017 Equity securities and warrants at January 1 $ 219 $ 2,768 $ 2,768 Impact of adoption of ASU 2016-01 recognized in other income — 1,629 — Purchase of additional common stock — 500 — Fair value adjustments, expirations, and impairments recognized in other expense — (4,678 ) — Equity securities and warrants at December 31 $ 219 $ 219 $ 2,768 Debt Security Until October of 2019, the Company held a debt security of eNeura, Inc. (“eNeura”), a privately held medical technology company that is developing devices for the treatment of migraines. The principal amount of the debt security was $15.0 million and accrued interest at 8.0%, with payment due at maturity. The debt security was originally set to mature on March 4, 2019. On March 1, 2019, the Company entered into an Amended and Restated Senior Secured Promissory Note with eNeura (the “Restructured Debt Security”) to restructure the debt security, which extended the maturity date to the earlier of (i) March 4, 2022, (ii) the effective date of a change in control, or (iii) the effective date of an initial public offering by eNeura, and which also eliminated the conversion feature included within the original note. As consideration for the extension, eNeura issued to the Company a Warrant to Purchase Common Stock (the “Warrant”), exercisable at $0.01 per share over a ten year contractual term, for a number of shares equal to 10% of the sum of the outstanding principal and accrued interest on the Amended and Restated Debt Security as of March 1, 2019, divided by $1.00 (subject to certain anti-dilution provisions). Prior to the restructuring, the debt security was accounted for as an available for sale debt security at fair value and included within other long-term assets. The fair value was based upon significant unobservable inputs, including the use of a discounted cash flow model and assumptions regarding the expected payback period for the debt security, requiring the Company to develop its own assumptions; therefore, the Company had categorized this asset as a Level 3 financial asset. The Company evaluated any declines in fair value, if any, each quarter to determine if impairments are other-than-temporary. The debt security had an amortized cost basis of $9.0 million at the time of the restructuring and as of December 31, 2018. Subsequent to the restructuring, the debt security was no longer classified as an available for sale debt security, but rather as a held to maturity debt security. The debt security was reclassified from an available for sale debt security to a held to maturity debt security at its fair value on the date of the restructuring. As a result, the unrealized gains included in accumulated other comprehensive income (loss) related to the debt security were to be subsequently amortized to interest income over the remaining term of the Restructured Debt Security. The Warrant was recorded at fair value and included in other long-term assets. The fair value of the Warrant was based on significant unobservable inputs, including the use of a discounted cash flow model and an option-pricing model, requiring the Company to develop its own assumptions; therefore, the Company categorized this asset as a Level 3 financial asset. The Warrant was considered an investment that does not have a readily determinable fair value. As such, the Company measured the Warrant at cost, less any impairments, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. During the quarter ended September 30, 2019, the Company engaged in negotiations with eNeura to settle the Restructured Debt Security and on October 25, 2019, the Company and eNeura settled the Restructured Debt Security for a $4.0 million cash payment and agreed to transfer the Warrant to eNeura. As such, the Company determined the Restructured Debt Security and Warrant were impaired and adjusted the carrying value of the Restructured Debt Security to $4.0 million, its settlement value, by recording a net other-than-temporary impairment of $6.5 million in other expense, net, which included a reclassification of the related unrealized gains included in accumulated other comprehensive income (loss) of $5.2 million. The following table provides a reconciliation of the beginning and ending balances for debt securities measured at fair value using significant unobservable inputs (Level 3): (U.S. Dollars, in thousands) 2019 2018 2017 Balance at January 1 $ 17,820 $ 16,050 $ 12,220 Gains (losses) recorded for the period Recognized in other expense, net — — (5,585 ) Recognized in other comprehensive income (loss) (2,593 ) 1,770 9,415 Change in classification of debt security to held to maturity (15,227 ) — — Issuance of Warrant as consideration for extension 491 — — Impairment of Warrant (491 ) — — Balance at December 31 $ — $ 17,820 $ 16,050 Contingent Consideration Contingent consideration consists of potential future milestone payments of up to $60.0 million in cash associated with the Spinal Kinetics acquisition. The milestone payments include (i) up to $15.0 million upon FDA approval of the M6-C artificial cervical disc (the “FDA Milestone”) and (ii) revenue-based milestone payments of up to $45.0 million in connection with future sales of the acquired artificial discs (the “Revenue Milestones”). Milestones must be achieved within five years of April 30, 2018 to trigger applicable payments. On February 6, 2019, the Company obtained FDA approval of the M6-C artificial cervical disc. This approval triggered the Company’s payment obligation of $ 15.0 Prior to its payment, the Company estimated the fair value of the FDA Milestone using a probability-weighted discounted cash flow model. The fair value was based on significant unobservable inputs and thus represented a Level 3 measurement. The key assumptions affecting the fair value of the milestone payment included the Company’s estimation of the timing and probability of FDA approval. The Company estimates the fair value of the Revenue Milestones using a Monte Carlo simulation. This fair value measurement is based on significant unobservable inputs and thus represents a Level 3 measurement. The key assumptions in applying the Monte Carlo valuation model include the Company’s forecasted future revenues for Spinal Kinetics products, the discount rates applied, and assumptions for potential volatility of forecasted revenue. Significant changes in these assumptions could result in a significantly higher or lower fair value. As of December 31, 2019, the estimated fair value of the remaining Revenue Milestones was $ , and the remaining $ Any changes in fair value related to contingent consideration are recorded as an operating expense and included within acquisition-related amortization and remeasurement. The following table provides a reconciliation of the beginning and ending balances for the contingent consideration measured at fair value using significant unobservable inputs (Level 3): (U.S. Dollars, in thousands) 2019 2018 Contingent consideration at January 1 $ 28,560 $ — Acquisition date fair value — 25,491 Increase in fair value recognized in acquisition-related amortization and remeasurement 29,140 3,069 Payment made (15,000 ) — Contingent consideration at December 31 $ 42,700 $ 28,560 The $29.1 million increase in fair value in 2019 is primarily attributable to a change in management’s forecast of future net sales of the artificial discs, including an acceleration of the expected timing of such future sales, subsequent to the Company’s launch of the product in the U.S. market upon receiving FDA approval. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Contingencies policy The Company records accruals for certain outstanding legal proceedings, investigations or claims when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal proceedings, investigations and claims that could affect the amount of any accrual, as well as any developments that would make a loss contingency both probable and reasonably estimable. When a loss contingency is not both probable and reasonably estimable, the Company does not accrue the loss. However, if the loss (or an additional loss in excess of the accrual) is at least a reasonable possibility and material, then the Company discloses a reasonable estimate of the possible loss or range of loss, if such reasonable estimate can be made. If the Company cannot make a reasonable estimate of the possible loss, or range of loss, then that is disclosed. In addition, legal fees and other directly related costs are expensed as incurred. In addition to the matters described in the paragraphs below, in the normal course of its business, the Company is involved in various lawsuits from time to time and may be subject to certain other contingencies. The Company believes any losses related to these matters are individually and collectively immaterial as to a possible loss and range of loss. January 2017 SEC Settlements In January 2017, the SEC approved the Company’s offers of settlement in connection with the SEC’s investigations of accounting matters leading to the Company’s prior restatement of financial statements and the Company’s review of improper payments with respect to its subsidiary in Brazil. The settlements approved by the SEC resolved these two matters, and included payments totaling $14.4 million to the SEC of amounts previously accrued and funded into escrow during 2016. In addition, in 2017, the Company received a favorable insurance settlement of approximately $6 million associated with prior costs incurred related to these matters, which was recognized within general and administrative expenses. Discontinued Operations – Matters Related to Breg and Indemnification Obligations On May 24, 2012, the Company sold Breg, Inc. (“Breg”), a former subsidiary, to an affiliate of Water Street Healthcare Partners II, L.P. (“Water Street”). Under the terms of the agreement, the Company indemnified Water Street and Breg with respect to certain specified matters. In May 2018, Breg settled and resolved a post-close cold therapy claim in California state court. Pursuant to the Company’s indemnification obligation, the Company made a final payment to its insurer in the amount of $1.7 million to help fund the Breg settlement. Charges incurred as a result of this indemnification were reflected as discontinued operations in our consolidated statements of operations and comprehensive income (loss). The Company does not expect any additional charges related to this discontinued operation. Italian Medical Device Payback (“IMDP”) In 2015, the Italian Parliament introduced rules for entities that supply goods and services to the Italian National Healthcare System. The healthcare law is expected to impact the business and financial reporting of companies operating in the medical technology sector that sell medical devices in Italy. A key provision of the law is a ‘payback’ measure, requiring companies selling medical devices in Italy to make payments to the Italian government if medical device expenditures exceed regional maximum ceilings. Companies are required to make payments equal to a percentage of expenditures exceeding maximum regional caps. There is considerable uncertainty about how the law will operate and what the exact timeline is for finalization. The Company’s current assessment of the IMDP involves significant judgment regarding the expected scope and actual implementation terms of the measure as the latter have not been clarified to date by Italian authorities. The Company accounts for the estimated cost of the IMDP as sales and marketing expense and recorded expense of $1.3 million, $1.0 million, and $0.9 million for the years ended December 31, 2019, 2018, and 2017, respectively. As of December 31, 2019, the Company has accrued $4.9 million related to the IMDP, which it has classified within other long-term liabilities; however, the actual liability could be higher or lower than the amount accrued once the law has been clarified by the Italian authorities. Brazil In July 2018, the Federal Prosecution Service in Rio de Janeiro and representatives from the Brazilian antitrust authority inspected the offices of more than 30 companies, including the Company’s office in São Paulo, as part of an investigation into tender irregularities in the medical device industry. Before doing so, the authorities obtained a court order affecting the Company’s (and other companies’) local bank accounts resulting in the freezing of approximately $2.5 million of the Company’s cash, which the Company reclassified to restricted cash. On April 3, 2019, the Company’s appeal regarding the freezing of its local bank accounts was heard by the Brazil Federal Court of Appeals of Rio de Janeiro, in which the Court ordered the unfreezing of the Company’s cash. The cash was then returned without any restriction in April 2019. As such, this balance was reclassified to cash and cash equivalents in 2019. In September 2019, approximately $0.7 million of the Company’s cash in Brazil was frozen upon request to satisfy a judgment related to an ongoing legal dispute with a former Brazilian distributor. Although the Company is appealing the judgment, this cash has been reclassified to restricted cash. As of December 31, 2019, the Company has accrued $1.7 million related to this matter. |
Shareholder's equity
Shareholder's equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders Equity Note [Abstract] | |
Shareholders' equity | 13. Shareholders’ equity Dividends The Company has not paid dividends to holders of its common stock in the past. Certain subsidiaries of the Company have restrictions on their ability to pay dividends in certain circumstances pursuant to the Amended Credit Agreement. In the event that the Company decides to pay a dividend to holders of its common stock in the future with dividends received from its subsidiaries, the Company may, based on prevailing rates of taxation, be required to pay additional withholding and income tax on such amounts received from its subsidiaries. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) is comprised of foreign currency translation adjustments and the unrealized gains (losses) on the Company’s debt security, which was settled in 2019. The components of and changes in accumulated other comprehensive income (loss) are as follows: (U.S. Dollars, in thousands) Currency Translation Adjustments Debt Security Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2017 $ (563 ) $ 4,350 $ 3,787 Other comprehensive income (loss) (1,823 ) 1,770 (53 ) Income taxes — (438 ) (438 ) Balance at December 31, 2018 $ (2,386 ) $ 5,682 $ 3,296 Cumulative effect adjustment from adoption of ASU 2018-02 — 937 937 Other comprehensive loss (653 ) (2,593 ) (3,246 ) Income taxes — 642 642 Reclassification adjustment to: Interest income (expense), net — (1,034 ) (1,034 ) Other expense, net — (5,193 ) (5,193 ) Income taxes — 1,559 1,559 Balance at December 31, 2019 $ (3,039 ) $ — $ (3,039 ) |
Revenue recognition and account
Revenue recognition and accounts receivable | 12 Months Ended |
Dec. 31, 2019 | |
Revenue Recognition And Accounts Receivable [Abstract] | |
Revenue recognition and accounts receivable | 14. Revenue recognition and accounts receivable Revenue Recognition The Company accounts for a contract when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. The Company’s contracts may contain one or more performance obligations. If a contract contains more than one performance obligation, the Company allocates the total transaction price to each of the performance obligations based upon the observable standalone selling price of the promised goods or services underlying each performance obligation. The Company recognizes revenue when control of the promised goods or services is transferred to the customer, which typically occurs at a point in time upon shipment, delivery, or utilization, in an amount that reflects the consideration which the Company expects to be entitled in exchange for the promised goods or s ervices. The amount the Company expects to be entitled to in exchange for the goods or services reflects any fixed amount stated per the contract and estimates for any variable consideration, such as discounts, to the extent that is it probable that a sign ificant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The following sections discuss the Company’s revenue recognition policies by significant product category: Bone Growth Therapies Bone Growth Therapies revenue is largely attributable to the U.S. and is comprised of third-party payor transactions and wholesale revenue. The largest portion of Bone Growth Therapies revenue is derived from third-party payors. This includes commercial insurance carriers, health maintenance organizations, preferred provider organizations, and governmental payors, such as Medicare. Revenue is recognized when the product is fitted to and accepted by the patient and all applicable documents required by the third-party payor have been obtained. Amounts paid by third-party payors are generally based on fixed or allowable reimbursement rates. These revenues are recorded at the expected or preauthorized reimbursement rates, net of any contractual allowances or adjustments. Certain billings are subject to review by the third-party payors and may be subject to adjustment. Wholesale revenue is related to the sale of the Company’s bone growth stimulators directly to durable medical equipment suppliers. Wholesale revenues are typically recognized upon shipment and receipt of a confirming purchase order, which is when the customer obtains control of the promised goods. Biologics Biologics revenue is largely attributable to the U.S. and is primarily related to a collaborative arrangement with MTF, which extends through July 28, 2027. Under this arrangement, the Company markets tissue for bone repair and reconstruction under the brand names Trinity Evolution and Trinity ELITE. Per the terms of the agreement, MTF sources the tissue, processes it to create the bone growth matrix, packages, and delivers the tissue to the customer in accordance with orders received from the Company. The Company has exclusive global marketing rights for the Trinity Evolution and Trinity ELITE tissues, as well as non-exclusive marketing rights for other products, and receives marketing fees from MTF based on total sales. MTF is considered the primary obligor in these arrangements; therefore, the Company recognizes marketing service fees on a net basis within net sales upon shipment of the product to the customer. Spinal Implants and Global Extremities Spinal Implants and Global Extremities products are distributed world-wide, with U.S. sales largely comprised of commercial sales and international sales derived from both commercial sales and through stocking distributor arrangements. Commercial revenue is largely related to the sale of the Company’s Spinal Implants and Global Extremities products to hospital customers. The customer obtains control and revenues are recognized when these products have been utilized and a confirming purchase order has been received from the hospital. Other revenues within the Spinal Implants and Global Extremities product categories are derived from stocking distributors, who purchase the Company’s products and then re-sell them directly to customers, such as hospitals. For revenue from stocking distributor arrangements, subsequent to the adoption of Topic 606 effective January 1, 2018, the Company recognizes revenue upon shipment and receipt of a confirming purchase order, which is when the distributor obtains control of the promised goods. The transaction price with stocking distributors is estimated based upon the Company’s historical collection experience with the stocking distributor. To derive this estimate, the Company analyzes twelve months of historical invoices by stocking distributor and the subsequent collections on those invoices for a period of up to 24 months subsequent to the invoice date. The historical collection percentage, which is specific to each stocking distributor, is then used to calculate the transaction price. Cost of sales is also recorded upon transfer of control of the product to the customer subsequent to the adoption of Topic 606. Prior to the adoption of Topic 606, or for all periods presented prior to January 1, 2018, the Company recognized revenue from stocking distributor arrangements once the product was delivered to the end customer (the “sell-through method”). Because the Company did not have reliable information about when its distributors sold the product through to end customers, the Company used cash collection from distributors as a basis for revenue recognition under the sell-through method. Although in many cases the Company was legally entitled to the accounts receivable at the time of shipment, the Company did not recognize accounts receivables or any corresponding deferred revenues at the time of shipment associated with stocking distributor transactions f or which revenue was recognized on the sell-through method. The Company also considered whether to match the related cost of sales with revenue or to recognize cost of sales upon shipment. In making this assessment, the Company considered the financial via bility of its stocking distributors, based on their creditworthiness, to determine if collectability of amounts sufficient to realize the costs of the products shipped was reasonably assured at the time of shipment. In instances where the stocking distribu tor was determined to be financially viable, the Company deferred the costs of sales until revenue was recognized. Product Sales and Marketing Service Fees The table below presents net sales, which includes product sales and marketing service fees, for each of the years ended December 31, 2019, 2018, and 2017. For the year ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 Product sales $ 397,064 $ 395,589 $ 373,538 Marketing service fees 62,891 57,453 60,285 Net sales $ 459,955 $ 453,042 $ 433,823 Product sales primarily consists of the sale of Bone Growth Therapies, Spinal Implants, and Global Extremities products. Marketing service fees are received from MTF based on total sales of biologics tissues and relates solely to the Biologics product category within the Global Spine reporting segment. Marketing service fees received from MTF were $62.9 million, or approximately 96% of total Biologics revenues, for the year ended December 31, 2019. As MTF is the Company’s single supplier for the Trinity Evolution and Trinity ELITE tissue forms, which are derived from human cadaveric donors, any event or circumstance that would impact MTF’s continued access to donated human cadaveric tissue or the Company’s ability to market these tissues may adversely impact the Company’s financial results. Revenues exclude any value added or other local taxes, intercompany sales and trade discounts. Shipping and handling costs for products shipped to customers are included in cost of sales, and were $2.8 million, $2.7 million and $3.0 million for the years ended December 31, 2019, 2018, and 2017, respectively. Trade Accounts Receivable and Allowances Payment terms vary by the type and location of the Company’s customers and the products or services offered. The term between invoicing and when payment is due is not significant. Accounts receivable are analyzed on a quarterly basis to assess the adequacy of both reserves for doubtful accounts and contractual allowances. Revisions in allowances for doubtful accounts estimates are recorded as an adjustment to bad debt expense within sales and marketing expenses. Revisions to contractual allowances are recorded as an adjustment to net sales. The Company’s estimates are periodically tested against actual collection experience. The Company will generally sell receivables from certain Italian hospitals each year to accelerate cash collections. During 2019, 2018, and 2017 the Company sold €9.8 million, €9.8 million, and €9.8 million ($10.9 million, $11.5 million, and $11.2 million) of receivables, respectively. The estimated related fees for 2019, 2018, and 2017 were $0.3 million, $0.3 million and $0.3 million, respectively, which is recorded as interest expense. Trade accounts receivables sold without recourse are removed from the balance sheet at the time of sale. Puerto Rico Settlement In June 2019, the Company received a payment of $1.4 million from the Administration of Medical Services of Puerto Rico, a government-owned corporation, in settlement of approximately $2.5 million of outstanding accounts receivable. This $2.5 million of outstanding accounts receivable had previously been fully reserved between the Company’s allowances for doubtful accounts and contractual allowances. As a result of this settlement, and in accordance with the Company’s policy, the Company recorded the resulting adjustment to contractual allowances of $0.4 million within net sales and the recovery of the allowance for doubtful accounts as a credit to bad debt expense of $1.0 million. Other Contract Assets The Company’s contract assets, excluding trade accounts receivable (“other contract assets”), largely consist of payments made to certain distributors to obtain contracts, gain access to customers in certain territories, and to provide the benefit of the exclusive distribution of the Company’s products. Other contract assets are included in other long-term assets and were $ 3.7 million and $ 1.9 million as of December 31, 2019 and 2018, respectively. Other contract assets are amortized on a straight-line basis over the term of the related contract. No impairments were incurred for other contract assets in 2019 or 2018. Further, the Company has applied the practical expedient allowed within Topic 606 to expense sales commissions when incurred, as the applicable amortization period would be for one year or less. |
Business segment information
Business segment information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Business segment information | 15. Business segment information The Company changed its reportable business segments, beginning with the first quarter of 2019, to align with changes in how the Company manages its business, reviews operating performance and allocates resources. The Company now reports results under two reportable segments: Global Spine and Global Extremities. These reporting segments represent the operating segments for which the Chief Executive Officer, who is also Chief Operating Decision Maker (the “CODM”), reviews financial information and makes resource allocation decisions among businesses. The primary metric used by the CODM in managing the Company is . The Company neither discretely allocates assets, other than goodwill, to its operating segments nor evaluates the operating segments using discrete asset information. Accordingly, the reporting segment information has been prepared based on these two reporting segments. Global Spine The Global Spine reporting segment offers three primary product categories: Bone Growth Therapies, Spinal Implants, and Biologics. The Bone Growth Therapies product category manufactures, distributes, and provides support services of market leading bone growth stimulator devices that enhance bone fusion. These Class III medical devices are indicated as an adjunctive, noninvasive treatment to improve fusion success rates in the cervical and lumbar spine as well as a therapeutic treatment for non-spine fractures that have not healed (non-unions). This product category uses distributors and sales representatives to sell its devices to hospitals, healthcare providers, and patients, primarily in the U.S. The Spinal Implants product category designs, develops, and markets a broad portfolio of motion preservation and fixation implant products used in surgical procedures of the spine. Spinal Implants distributes its products through a network of distributors and sales representatives to sell spine products to hospitals and healthcare providers, globally. The Biologics product category provides a portfolio of regenerative products and tissue forms that allow physicians to successfully treat a variety of spinal and orthopedic conditions. This product category specializes in the marketing of the Company’s exclusive regeneration tissue forms and distributes its tissues to hospitals and healthcare providers, primarily in the U.S., through a network of independent distributors and sales representatives. The partnership with MTF allows the Company to exclusively market the Trinity Evolution and Trinity ELITE tissue forms for musculoskeletal defects to enhance bony fusion. Global Extremities The Global Extremities reporting segment offers products and solutions that allow physicians to successfully treat a variety of orthopedic conditions unrelated to the spine. This reporting segment specializes in the design, development, and marketing of the Company’s orthopedic products used in fracture repair, deformity correction and bone reconstruction procedures. Global Extremities distributes its products through a network of distributors and sales representatives to sell orthopedic products to hospitals, and healthcare providers, globally. Corporate Corporate activities are comprised of the operating expenses and activities of the Company not necessarily identifiable within the two reporting segments. The table below presents net sales by major product category by reporting segment: Year Ended December 31, 2019 2018 2017 (U.S. Dollars, in thousands) Net Sales Percent of Total Net Sales Net Sales Percent of Total Net Sales Net Sales Percent of Total Net Sales Bone Growth Therapies $ 197,181 42.9 % $ 195,252 43.1 % $ 185,900 42.9 % Spinal Implants 94,544 20.6 % 91,658 20.2 % 81,957 18.9 % Biologics 65,496 14.2 % 59,684 13.2 % 62,724 14.4 % Global Spine 357,221 77.7 % 346,594 76.5 % 330,581 76.2 % Global Extremities 102,734 22.3 % 106,448 23.5 % 103,242 23.8 % Net sales $ 459,955 100.0 % $ 453,042 100.0 % $ 433,823 100.0 % The following table presents EBITDA, the primary metric used in managing the Company, by reporting segment: Year Ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 Global Spine $ 39,528 $ 76,545 $ 84,034 Global Extremities 7,496 9,453 7,143 Corporate (49,252 ) (43,626 ) (34,246 ) Total EBITDA (2,228 ) 42,372 56,931 Depreciation and amortization (24,699 ) (18,659 ) (20,124 ) Interest expense, net (122 ) (828 ) (416 ) Income (loss) before income taxes $ (27,049 ) $ 22,885 $ 36,391 The following table presents depreciation and amortization by reporting segment: Year Ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 Global Spine $ 14,329 $ 9,512 $ 9,834 Global Extremities 5,575 5,342 6,040 Corporate 4,795 3,805 4,250 Total $ 24,699 $ 18,659 $ 20,124 Geographical information The following data includes net sales by geographic destination: Year Ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 U.S. $ 361,939 $ 355,353 $ 345,145 Italy 19,560 19,331 17,059 Germany 12,688 11,606 7,063 United Kingdom 10,090 8,731 8,725 Brazil 7,685 7,120 10,356 Others 47,993 50,901 45,475 Net sales $ 459,955 $ 453,042 $ 433,823 The table below presents net sales by geographic destination for each reporting segment and for the consolidated Company: Year Ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 Global Spine U.S. $ 335,410 $ 326,994 $ 318,227 International 21,811 19,600 12,354 Total Global Spine 357,221 346,594 330,581 Global Extremities U.S. 26,529 28,359 26,918 International 76,205 78,089 76,324 Total Global Extremities 102,734 106,448 103,242 Consolidated U.S. 361,939 355,353 345,145 International 98,016 97,689 88,678 Net sales $ 459,955 $ 453,042 $ 433,823 The following data includes property, plant and equipment by geographic area: (U.S. Dollars, in thousands) 2019 2018 U.S. $ 51,278 $ 31,344 Italy 7,937 7,732 Germany 849 861 United Kingdom 1,082 896 Brazil 141 191 Others 1,440 1,811 Total $ 62,727 $ 42,835 |
Acquisition-Related Amortizatio
Acquisition-Related Amortization and Remeasurement | 12 Months Ended |
Dec. 31, 2019 | |
Acquisition Related Amortization And Remeasurement [Abstract] | |
Acquisition-Related Amortization and Remeasurement | 16. Acquisition-related amortization and remeasurement Acquisition-related amortization and remeasurement consists of amortization related to intangible assets acquired through business combinations or asset acquisitions and the remeasurement of any related contingent consideration arrangement. Components of acquisition-related amortization and remeasurement for the twelve months ended December 31, 2019, 2018, and 2017, respectively, are as follows: Year Ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 Changes in fair value of contingent consideration $ 29,140 $ 3,069 $ — Amortization of acquired intangibles 5,072 1,255 — Total $ 34,212 $ 4,324 $ — |
Share-based compensation
Share-based compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based compensation | 17. Share-based compensation At December 31, 2019, and 2018, the Company had stock option and award plans, and a stock purchase plan. 2012 Long Term Incentive Plan The Board of Directors adopted the Amended and Restated 2012 Long-Term Incentive Plan (the “2012 LTIP”) on April 13, 2012, which was subsequently provided by shareholder ratification. The 2012 LTIP provides for the grant of options to purchase shares of the Company’s common stock, stock awards (including restricted stock, unrestricted stock, and stock units), stock appreciation rights, performance-based awards and other equity-based awards. All of the Company’s employees and the employees of the Company’s s ubsidiaries and affiliates are eligible and may receive awards under the 2012 LTIP. In addition, the Company’s non-employee directors, consultants, and advisors who perform services for the Company and its subsidiaries and affiliates may receive awards und er the 2012 LTIP. Incentive share options; however, are only available to the Company’s employees. Awards granted under the 2012 LTIP expire no later than ten years after the date of grant. At December 31, 2019, the Company reserves a total of 4,750,000 shares of common stock for issuance pursuant to the 2012 LTIP, subject to certain adjustments set forth in the 2012 LTIP. At December 31, 2019 , there were 1,067,947 options outstanding under the 2012 LTIP, of which 714,180 were exercisable. In addi tion, there were 119,217 shares of unvested restricted stock outstanding and 560,844 restricted stock units outstanding, some of which contain market-based vesting conditions, under the 2012 LTIP as of December 31, 2019 . 2004 Long Term Incentive Plan The 2004 Long Term Incentive Plan (the “2004 LTIP”) reserved 3.1 million shares for issuance, subject to certain adjustments set forth in the 2004 LTIP. At December 31, 2019, there were 25,500 options outstanding under the 2004 LTIP, all of which were exercisable. Inducement Plans The Inducement Plan for Spinal Kinetics Employees (the “Spinal Kinetics Inducement Plan”) reserved 51,705 shares for issuance to employees of Spinal Kinetics as an inducement to continue employment with the Company. At December 31, 2019, there were 7,156 options outstanding under the Spinal Kinetics Inducement Plan, all of which were exercisable, and 5,608 shares of unvested restricted stock outstanding. In conjunction with the Options Medical acquisition, an inducement grant of 25,478 restricted stock units, with a fair value of $1.4 million, was awarded to the Options Medical founder. The award vests in one-third In August 2019, the Company appointed a new President of Global Spine, who was then subsequently promoted to President and Chief Executive Officer. As an inducement to accept employment with the Company, the individual was awarded a grant of stock options to acquire up to 50,711 shares of common stock and an award of 14,743 restricted stock units. Both awards will vest in one-fourth Stock Purchase Plan The Second Amended and Restated Stock Purchase Plan, as Amended (the “Stock Purchase Plan”) provides for the issuance of shares of the Company’s common stock to eligible employees and directors of the Company and its subsidiaries that elect to participate in the plan and acquire shares of common stock through payroll deductions (including executive officers). During each purchase period, eligible employees may designate between 1% and 25% of their compensation to be deducted for the purchase of common stock under the plan (or such other percentage in order to comply with regulations applicable to Employees domiciled in or resident of a member state of the European Union). For eligible directors, the designated percentage will be applied to an amount equal to his or her director compensation paid in cash for the current plan period. The purchase price of the shares under the plan is equal to 85% of the fair market value on the first day of the plan period or, if lower, on the last day of the plan period. Due to the compensatory nature of such plan, the Company records the related share-based compensation in the consolidated statement of operations. Compensation expense is estimated using the Black-Scholes valuation model, with such value recognized as expense over the plan period. As of December 31, 2019, the aggregate number of shares reserved for issuance under the Stock Purchase Plan is 2,350,000. As of December 31, 2019, 1,827,147 shares had been issued. Share-Based Compensation Expense Share-based compensation expense is recorded in the same line of the consolidated statements of operations as the employee’s cash compensation. The following tables present the detail of share-based compensation by line item in the consolidated statements of income as well as by award type, for the years ended December 31, 2019, 2018, and 2017: Year Ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 Cost of sales $ 715 $ 522 $ 486 Sales and marketing 2,512 1,802 1,471 General and administrative 16,872 15,197 9,671 Research and development 1,441 1,409 929 Total $ 21,540 $ 18,930 $ 12,557 Year Ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 Stock options $ 4,054 $ 3,061 $ 2,388 Time-based restricted stock awards and stock units 11,084 7,265 5,540 Performance-based restricted stock awards and stock units — 1,998 462 Market-based restricted stock units 4,733 5,256 2,904 Stock purchase plan 1,669 1,350 1,263 Total $ 21,540 $ 18,930 $ 12,557 The income tax benefit related to this expense was $3.5 million, $3.2 million, and $3.4 million for the years ended December 31, 2019, 2018, and 2017, respectively. Stock Options The fair value of time-based stock options is determined using the Black-Scholes valuation model, with such value recognized as expense over the service period, which is typically four years, net of actual forfeitures. The fair value of market-based stock options is determined at the date of the grant using the Monte Carlo valuation methodology, with such value recognized as expense over the requisite service period adjusted for forfeitures as they occur. The Monte Carlo methodology incorporates into the valuation the possibility that the market condition may not be satisfied. A summary of the Company’s assumptions used in determining the fair value of the stock options granted during the year is shown in the following table. Year Ended December 31, 2019 2018 2017 Assumptions: Expected term (in years) 5.0 4.5 4.5 Expected volatility 29.7% – 31.0% 28.7% – 30.1% 31.2 % Risk free interest rate 1.38% – 2.31% 2.55% – 2.79% 1.93 % Dividend yield — — — Weighted average grant date fair value $ 14.64 $ 16.28 $ 13.32 The expected term of the options granted is estimated based on a number of factors, including the vesting and expiration terms of the award, historical employee exercise behavior for both options that are currently outstanding and options that have been exercised or are expired, and an employee’s average length of service. Expected volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is determined based upon a constant U.S. Treasury security rate with a contractual life that approximates the expected term of the option. Summaries of the status of the Company’s stock option plans as of December 31, 2019 and 2018 and changes during the year ended December 31, 2019 are presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding at December 31, 2018 1,175,887 $ 41.87 Granted 279,248 $ 49.17 Exercised (74,729 ) $ 37.20 Forfeited or expired (79,092 ) $ 54.84 Outstanding at December 31, 2019 1,301,314 $ 42.92 5.69 Vested and expected to vest at December 31, 2019 1,301,314 $ 42.92 5.69 Exercisable at December 31, 2019 896,836 $ 39.97 4.24 As of December 31, 2019, the unamortized compensation expense relating to options granted and expected to be recognized was $3.7 million. This amount is expected to be recognized through December 2023 over a weighted average period of approximately 1.7 years. The total intrinsic value of options exercised was $1.4 million, $3.2 million and $2.2 million for the years ended December 31, 2019, 2018, and 2017, respectively. For the year ended December 31, 2019 we received $2.8 million in cash from stock option exercises, with the tax benefit realized for the tax deductions from these exercises of $0.3 million.The aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2019 is calculated as the difference between the exercise price of the underlying options and the market price of the Company’s common stock for options that had exercise prices lower than $46.18, the closing price of the Company’s stock on December 31, 2019. The aggregate intrinsic value of options outstanding was $7.3 million, $13.6 million, and $18.7 million for the years ended December 31, 2019, 2018, and 2017, respectively. The aggregate intrinsic value of options exercisable was $6.7 million, $11.0 million, and $12.4 million for the years ended December 31, 2019, 2018, and 2017, respectively. Time-based Restricted Stock Awards and Stock Units During the year ended December 31, 2019, the Company granted to employees and non-employee directors 319,189 shares of time- based restricted stock awards or stock units, which vest at various dates through December 2023. The compensation expense, which represents the fair value of the stock measured at the market price at the date of grant, is recognized on a straight-line basis over the vesting period, which is typically four years, net of actual forfeitures. Since 2017, the annual grant to non-employee directors has been made in the form of one-year The aggregate fair value of time-based restricted stock awards and stock units that vested during the years ended December 31, 2019, 2018 and 2017 was $9.5 million, $8.0 million and $7.3 million, respectively. Unamortized compensation expense related to time-based restricted stock awards and stock units amounted to $15.3 million at December 31, 2019, and is expected to be recognized over a weighted average period of approximately 2.5 years. The aggregate intrinsic value of time-based restricted stock awards and stock units outstanding was $21.6 million, $18.8 million and $17.8 million for the years ended December 31, 2019, 2018, and 2017, respectively. Performance-based Restricted Stock Awards and Stock Units The Company’s performance-based restricted stock awards and stock units contain performance-based vesting conditions. The fair value of performance-based restricted stock awards and stock units is calculated based upon the closing stock price at the date of grant. Such value is recognized as expense over the derived requisite service period beginning in the period in which they are deemed probable to vest, net of actual forfeitures. Vesting probability is assessed based upon forecasted earnings and financial results. The Company did not grant any performance-based restricted stock awards or stock units to employees during the years ended December 31, 2019, 2018, or 2017. During the year ended December 31, 2015, the Company granted to employees 110,660 shares of performance-based restricted stock awards, which vested based upon the achievement of certain earnings or return on invested capital targets. No compensation expense was recorded for these awards in 2019 as the performance targets were obtained in prior years. Approximately $0.4 million and $0.5 million of compensation expense was recorded for the years ended December 31, 2018 and 2017, respectively, associated with these performance-based restricted stock awards. The fair value of performance-based restricted stock awards that vested during the years ended December 31, 2019, 2018, and 2017, were $3.2 million, $0.0 million, and $4.9 million, respectively. No unamortized compensation expense related to performance-based restricted stock awards remains as of December 31, 2019. The aggregate intrinsic value of performance-based restricted stock awards outstanding was $0.0 million, $2.9 million and $3.0 million for the years ended December 31, 2019, 2018, and 2017, respectively. During the year ended December 31, 2015, the Company also granted 55,330 shares of performance-based restricted stock units to employees, which vested based upon the achievement of certain earnings or return on invested capital targets for the year ended December 31, 2018. The Company recognized compensation expense of $0.0 million, $1.6 million, and $0.0 million associated with these 2015 performance-based restricted stock units for the years ended December 31, 2019, 2018, and 2017, respectively. The fair value of performance-based restricted stock units that vested during the years ended December 31, 2019, 2018, and 2017, were $2.7 million, $0.0 million, and $0.0 million, respectively. No unamortized compensation expense remains as of December 31, 2019 related to these 2015 performance-based restricted stock units. The aggregate intrinsic value of performance-based restricted stock units outstanding was $0.0 million, $2.5 million, and $3.0 million for the years ended December 31, 2019, 2018, and 2017, respectively. Market-based Restricted Stock Units The Company’s market-based restricted stock units contain market-based vesting conditions. The fair value of market-based restricted stock units is determined at the date of the grant using the Monte Carlo valuation methodology, with any discounts for post-vesting restrictions estimated using the Chaffe Model. The Monte Carlo methodology incorporates into the valuation the possibility that the market condition may not be satisfied. Such value is recognized on a straight-line basis over the vesting period, net of actual forfeitures. The awards, if the market conditions are achieved, will be settled in shares of common stock, with one share of common stock issued per restricted stock unit if targets are achieved at the 100% level. Awards may be achieved at a minimum level of 50% and a maximum of 200%. The market conditions for the awards are based on the Company’s stock achieving certain total shareholder return targets relative to specified index companies during a 3-year performance period beginning on each respective grant date. The Company recorded $4.7 million $5.3 million, and $2.9 million in compensation expense for the years ended December 31, 2019, 2018, and 2017, respectively, related to market-based restricted stock units. Unamortized compensation expense for market-based restricted stock units amounted to $3.8 million at December 31, 2019, and is expected to be recognized over a weighted average period of approximately 1.2 years. The aggregate intrinsic value of market-based restricted stock units outstanding was $11.9 million, $14.2 million, and $10.2 million for the years ended December 31, 2019, 2018, and 2017, respectively. A summary of the status of our time-based, performance-based and market-based restricted stock awards and stock units as of December 31, 2019 and 2018 and changes during the year ended December 31, 2019 are presented below: Time-based Restricted Stock Awards and Stock Units Performance-based Restricted Stock Awards and Stock Units Market-based Restricted Stock Units Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2018 357,592 $ 49.77 102,155 $ 33.12 271,295 $ 57.44 Granted 319,189 $ 52.48 — $ — 60,722 $ 65.27 Vested and settled (157,053 ) $ 46.82 (102,155 ) $ 33.12 — $ — Cancelled (51,000 ) $ 52.85 — $ — (74,855 ) $ 15.92 Outstanding at December 31, 2019 468,728 $ 51.96 — $ — 257,162 $ 60.08 Retirement of the Company’s President and Chief Executive Officer On February 25, 2019, the Company entered into a Transition and Retirement Agreement (the “Retirement Agreement”) with the Company’s President and Chief Executive Officer, Brad Mason. Under the Retirement Agreement, the parties agreed that Mr. Mason would continue to serve in his role until his successor was appointed by the Board and commenced employment, which occurred on October 31, 2019 (the “Retirement Date”). The parties agreed that Mr. Mason would provide ongoing transition assistance to the Company pursuant to a consulting arrangement during the 12 months following the Retirement Date, and that Mr. Mason will be paid $40,000 per month for such transition consulting services. As part of the Retirement Agreement, certain time-based stock options and restricted stock awards were modified to vest on the Retirement Date. In addition, stock options were modified to extend the post-termination exercise period from 18 months under a standard qualified retirement to up to four years, dependent upon the remaining contractual terms terms of the options. For fiscal year 2019, in lieu of Mr. Mason’s normal annual incentive awards under the 2012 LTIP, and in recognition of the ongoing transition assistance that he agreed to provide, Mr. Mason was granted an award of RSUs on April 1, 2019, with a grant date fair market value of $2.0 million that will vest on the first anniversary of the date of grant, subject to him continuing to provide transition consulting services through his Retirement Date. The full fair value of the award was recorded as expense in 2019. The Company recognized approximately $6.5 million in share-based compensation expense during the year ended December 31, 2019 related to the Retirement Agreement, which was charged to general and administrative expense in the consolidated statements of operations and comprehensive income (loss). |
Defined Contribution Plans and
Defined Contribution Plans and deferred compensation | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined contribution plans and deferred compensation | 18. Defined contribution plans and deferred compensation Defined Contribution Plans Orthofix Inc. sponsors a defined contribution plan (the “401(k) Plan”) covering substantially all full time U.S. employees. The 401(k) Plan allows participants to contribute up to 80% of their pre-tax compensation, subject to certain limitations, with the Company matching 100% of the first 2% of the employee’s base compensation and 50% of the next 4% of the employee’s base compensation if contributed to the 401(k) Plan. During the years ended December 31, 2019, 2018, and 2017, expenses incurred relating to the 401(k) Plan, including matching contributions, were approximately $2.7 million, $2.3 million, and $2.0 million, respectively. The Company also operates defined contribution plans for its international employees meeting minimum service requirements. The Company’s expenses for such contributions during each of the years ended December 31, 2019, 2018, and 2017 were $1.0 million, $1.1 million and $1.1 million, respectively. Deferred Compensation Plans Under Italian Law, our Italian subsidiary accrues, on behalf of its employees, deferred compensation, which is paid on termination of employment. The accrual for deferred compensation is based on a percentage of the employee’s current annual remuneration plus an annual charge. Deferred compensation is also accrued for the leaving indemnity payable to agents in case of dismissal, which is regulated by a national contract and is equal to approximately 3.8% of total commissions earned from the Company. The Company’s relations with its Italian employees, who represent 18.6% of total employees at December 31, 2019, are governed by the provisions of a National Collective Labor Agreement setting forth mandatory minimum standards for labor relations in the metal mechanic workers industry. The Company is not a party to any other collective bargaining agreement. The balance in other long-term liabilities as of December 31, 2019 and 2018 was $1.3 million, and represents the amount which would be payable if all the employees and agents had terminated employment at that date. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 19. Income taxes Income (loss) from continuing operations before provision for income taxes consisted of the following: Year Ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 U.S. $ (24,890 ) $ 28,642 $ 27,774 Non-U.S. (2,159 ) (5,757 ) 8,617 Income (loss) before income taxes $ (27,049 ) $ 22,885 $ 36,391 The provision for income taxes on continuing operations consists of the following: Year Ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 U.S. Current $ (1,911 ) $ 9,480 $ 3,620 Deferred 2,008 (3,430 ) 20,222 97 6,050 23,842 Non-U.S. Current 1,931 2,255 4,062 Deferred (615 ) 769 1,196 1,316 3,024 5,258 Income tax expense $ 1,413 $ 9,074 $ 29,100 The differences between the income tax provision at the U.S. federal statutory tax rate and the Company’s effective tax rate for the years ended December 31, 2019, 2018, and 2017 consist of the following: 2019 2018 2017 1 (U.S. Dollars, in thousands, except percentages) Amount Percent Amount Percent Amount Percent Statutory U.S. federal income tax rate $ (5,680 ) 21.0 % $ 4,806 21.0 % $ 12,737 35.0 % State taxes, net of U.S. federal benefit 1,043 (3.9 ) 1,038 4.5 1,598 4.4 Foreign rate differential, including withholding taxes 131 (0.5 ) 784 3.4 (3,849 ) (10.6 ) Valuation allowances, net (165 ) 0.6 4,116 18.0 3,548 9.7 Research credits (829 ) 3.1 (710 ) (3.1 ) (397 ) (1.1 ) Italian subsidiary intangible asset — — (230 ) (1.0 ) (381 ) (1.0 ) Domestic manufacturing deduction — — — — (818 ) (2.2 ) Unrecognized tax benefits, net of settlements (2,745 ) 10.1 81 0.4 6,002 16.5 Impact of the Tax Act — — (560 ) (2.4 ) 8,347 22.9 Equity compensation 626 (2.3 ) (1,646 ) (7.2 ) 272 0.7 Executive compensation 1,504 (5.6 ) 606 2.6 123 0.3 Contingent consideration 5,678 (21.0 ) 528 2.3 — — Other, net 1,850 (6.7 ) 261 1.2 1,918 5.4 Income tax expense/effective rate $ 1,413 (5.2 )% $ 9,074 39.7 % $ 29,100 80.0 % 1 Certain items within the tables of this footnote have been recast for previous years to conform to current year presentation. On December 22, 2017, the Tax Act was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a U.S. corporate rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. The Company calculated its best estimate of the impact of the Tax Act in the 2017 income tax provision in accordance with its understanding of the Tax Act and guidance available as of the date of this filing. As a result, the Company recorded $8.3 million of additional income tax expense in the fourth quarter of 2017, the period in which the legislation was enacted. The provisional amount related to the remeasurement of certain deferred tax assets and liabilities, based on the rates at which they are expected to reverse in the future was $8.6 million. The provisional amount related to the one-time transition tax on the mandatory deemed repatriation of foreign earnings was zero. The Company also recorded a benefit of $0.3 million related to an income tax liability recorded in 2016 related to repatriation of earnings from our subsidiary in Puerto Rico. On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. In accordance with SAB 118, we determined that the $8.6 million of the deferred tax expense recorded in connection with the remeasurement of certain deferred tax assets and liabilities and the zero transition tax on the mandatory deemed repatriation of foreign earnings was a provisional amount and a reasonable estimate at December 31, 2017. A m ore detailed analysis of the Company’s deferred tax assets and liabilities and its historical foreign earnings as well as potential correlative adjustments was completed in 2018, which resulted in an additional benefit of $ 0.6 million in the first quarter of 2018 and minimal adjustments in the fourth quarter of 2018. As of December 31, 2018, the Company has completed its accounting for the tax effects of enactment of the Tax Act. The Company paid cash relating to taxes totaling $8.1 million, $15.6 million, and $3.3 million for the years ended December 31, 2019, 2018, and 2017, respectively. The Company’s deferred tax assets and liabilities are as follows: December 31, (U.S. Dollars, in thousands) 2019 2018 Intangible assets and goodwill $ 1,390 $ 1,682 Inventories and related reserves 13,216 12,151 Deferred revenue and cost of goods sold 4,652 4,652 Other accruals and reserves 4,337 2,799 Accrued compensation 9,221 8,317 Allowance for doubtful accounts 971 2,346 Net operating loss and tax credit carryforwards 44,230 52,664 Lease liabilities 6,268 — Other, net 1,567 2,200 85,852 86,811 Valuation allowance (38,741 ) (49,014 ) Deferred tax asset $ 47,111 $ 37,797 Withholding taxes (40 ) — Property, plant and equipment (5,881 ) (4,569 ) Right-of-use lease assets (6,073 ) — Deferred tax liability (11,994 ) (4,569 ) Net deferred tax assets $ 35,117 $ 33,228 The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and income tax basis of assets and liabilities, and for operating losses and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the years in which those items are expected to be realized. Tax law and rate changes are recorded in the period such changes are enacted. The Company establishes a valuation allowance when it is more likely than not that certain deferred tax assets will not be realized in the foreseeable future. The valuation allowance is primarily attributable to net operating loss carryforwards and temporary differences in certain foreign jurisdictions. The net decrease in the valuation allowance of $10.3 million during the year principally relates to the decrease of valuation allowances on net operating loss carryforwards in foreign jurisdictions due to expiration, statutory rate changes, and changes regarding the realizability of net deferred tax assets. It is reasonably possible that the valuation allowance will decrease in 2020 related to expiration of foreign net operating losses. The Company has federal net operating loss carryforwards of $25.5 million and research and development credits of $1.6 million as a result of the acquisition of Spinal Kinetics. These carryforwards are subject to limitation under the provisions of Section 382 and will begin to expire in 2026. The Company has state net operating loss carryforwards of approximately $35.5 million, of which $22.0 million relates to Spinal Kinetics and begins to expire in 2020. Additionally, the Company has net operating loss carryforwards in various foreign jurisdictions of approximately $145.3 million that begin to expire in 2020, the majority of which relate to the Company’s Netherlands and Brazil operations. Prior to the Domestication, as an entity incorporated in Curaçao, “foreign earnings” referred to both U.S. and non-U.S. earnings. As a result of the Domestication, only income sourced outside of the U.S. is considered unremitted foreign earnings. Unremitted foreign earnings decreased from $50.4 million at December 31, 2018 to $49.2 million at December 31, 2019. The decrease is due to the impact of currency translation. As a result of the 2017 Tax Act, current year earnings have been deemed to be repatriated. Those foreign subsidiary earnings that are subject to U.S. taxation as a component of Global Intangible Low Taxed Income (GILTI) under the Tax Act are included as a component of current tax expense. The Company’s investment in foreign subsidiaries continues to be indefinite in nature; however, the Company may periodically repatriate a portion of these earnings to the extent that it does not incur significant additional tax liability. The Company records a benefit for uncertain tax positions when the weight of available evidence indicates that it is more likely than not, based on an evaluation of the technical merits, that the tax position will be sustained on audit. The tax benefit is measured as the largest amount that is more than 50% likely to be realized upon settlement. The Company re-evaluates income tax positions periodically to consider changes in facts or circumstances such as changes in or interpretations of tax law, effectively settled issues under audit, and new audit activity. The Company includes interest and any applicable penalties related to income tax issues as part of income tax expense in its consolidated financial statements. The Company’s unrecognized tax benefit was $16.9 million and $21.4 million for the years ended December 31, 2019 and 2018, respectively. The Company recorded net interest and penalties expense (benefit) on unrecognized tax benefits of $(0.1) million, $1.4 million, and $2.3 million for the years ended December 31, 2019, 2018, and 2017, respectively, and had approximately $6.6 million and $6.7 million accrued for payment of interest and penalties as of December 31, 2019 and 2018, respectively. The entire amount of unrecognized tax benefits, including interest, would favorably impact the Company’s effective tax rate if recognized. The Company believes it is reasonably possible that, in the next 12 months, the amount of unrecognized tax benefits, exclusive of interest and penalties, related to the resolution of federal, state and foreign matters could be reduced by $13.0 million to $13.5 million as audits close and statutes expire. A reconciliation of the gross unrecognized tax benefits (excluding interest and penalties) for the years ended December 31, 2019, 2018, and 2017 follows: (U.S. Dollars, in thousands) 2019 2018 Balance as of January 1, $ 21,351 $ 23,676 Additions for current year tax positions 309 170 Increases for prior year tax positions 1,711 1,653 Settlements of prior year tax positions (1,183 ) (1,499 ) Expiration of statutes (5,284 ) (2,649 ) Balance as of December 31, $ 16,904 $ 21,351 The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and in certain state and foreign jurisdictions, including Italy and the United Kingdom. The statute of limitations with respect to federal and state tax filings is closed for years prior to 2014. The statute of limitations with respect to the major foreign tax filing jurisdictions is closed for years prior to 2015. During the third quarter of 2015, the Internal Revenue Service commenced an examination of the Company’s federal income tax return for 2012. The Company concluded this examination in the first quarter of 2018 with no material impact to the financial statements. In October 2016, the Company was notified of an examination of its federal income tax return for 2013 and in December 2017, the examination for 2013 was concluded with no change. In November 2017, the Company was notified of an examination of its federal income tax return for 2015. In February 2019, the Company reached an agreement and concluded this examination. As a result, the Company recognized a benefit of approximately $1.8 million during 2019. The Company cannot reasonably determine if any state and local or foreign examinations, will have a material impact on its financial statements and cannot predict the timing regarding resolution of these tax examinations. |
Earnings per share (EPS)
Earnings per share (EPS) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings per share (EPS) | 20 . Earnings per share (EPS) The Company uses the two-class method of computing basic EPS due to the existence of non-vested restricted stock awards with nonforfeitable rights to dividends or dividend equivalents (referred to as participating securities). Basic EPS is computed using the weighted average number of common shares outstanding during each of the respective years. Diluted EPS is computed using the weighted average number of common and common equivalent shares outstanding during each of the respective years using the more dil utive of either the treasury stock method or two-class method. The difference between basic and diluted shares, if any, largely results from common equivalent shares, which represents the dilutive effect of the assumed exercise of certain outstanding share options, the assumed vesting of restricted stock granted to employees and directors, or the satisfaction of certain necessary conditions for contingently issuable shares (see Note 17). For each of the three years ended December 31, 2019, 2018, and 2017, no significant adjustments were made to net income for purposes of calculating basic and diluted EPS. The following is a reconciliation of the weighted average shares used in the diluted EPS computations. Year Ended December 31, 2019 2018 2017 Weighted average common shares-basic 18,903,289 18,494,002 18,117,405 Effect of diluted securities: Unexercised stock options and employee stock purchase plan — 313,648 209,691 Unvested time-based restricted stock awards — — 123,592 Unvested performance-based restricted stock awards — 103,960 48,057 Weighted average common shares-diluted 18,903,289 18,911,610 18,498,745 There were 1,704,708, 349,930 and 418,859 weighted average outstanding options, restricted stock, and performance-based or market-based equity awards not included in the diluted earnings per share computation for the years ended December 31, 2019, 2018, and 2017, respectively, because inclusion of these awards was anti-dilutive or, for performance-based and market-based awards, all necessary conditions have not been satisfied by the end of the respective period. |
Quarterly financial data (unaud
Quarterly financial data (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly financial data (unaudited) | 21. Quarterly financial data (unaudited) 2019 (U.S. Dollars, in thousands, except per share data) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Year Net sales $ 109,112 $ 115,850 $ 113,499 $ 121,494 $ 459,955 Cost of sales 23,708 25,812 24,896 26,191 100,607 Gross profit 85,404 90,038 88,603 95,303 359,348 Operating expense 89,852 89,587 107,485 91,208 378,132 Operating income (loss) (4,448 ) 451 (18,882 ) 4,095 (18,784 ) Net income (loss) from continuing operations 897 (547 ) (40,498 ) 11,686 (28,462 ) Net income (loss) $ 897 $ (547 ) $ (40,498 ) $ 11,686 $ (28,462 ) Net income (loss) per common share — basic: Net income (loss) from continuing operations $ 0.05 $ (0.03 ) $ (2.14 ) $ 0.61 $ (1.51 ) Net income (loss) $ 0.05 $ (0.03 ) $ (2.14 ) $ 0.61 $ (1.51 ) Net income (loss) per common share — diluted: Net income (loss) from continuing operations $ 0.05 $ (0.03 ) $ (2.14 ) $ 0.60 $ (1.51 ) Net income (loss) $ 0.05 $ (0.03 ) $ (2.14 ) $ 0.60 $ (1.51 ) 2018 (U.S. Dollars, in thousands, except per share data) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Year Net sales $ 108,709 $ 111,547 $ 111,708 $ 121,078 $ 453,042 Cost of sales 24,147 22,835 24,020 25,626 96,628 Gross profit 84,562 88,712 87,688 95,452 356,414 Operating expense 1, 2 76,692 82,797 83,781 83,050 326,320 Operating income 1, 2 7,870 5,915 3,907 12,402 30,094 Net income (loss) from continuing operations 2 5,226 925 (1,211 ) 8,871 13,811 Net income (loss) $ 5,226 $ 925 $ (1,211 ) $ 8,871 $ 13,811 Net income (loss) per common share — basic: Net income (loss) from continuing operations $ 0.28 $ 0.05 $ (0.07 ) $ 0.47 $ 0.73 Net income (loss) $ 0.28 $ 0.05 $ (0.07 ) $ 0.47 $ 0.73 Net income (loss) per common share — diluted: Net income (loss) from continuing operations $ 0.27 $ 0.05 $ (0.07 ) $ 0.46 $ 0.72 Net income (loss) $ 0.27 $ 0.05 $ (0.07 ) $ 0.46 $ 0.72 1 2 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 22. Subsequent events On February 3, 2020, the Company, through a wholly owned subsidiary, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Wittenstein SE (“Wittenstein”), a privately-held German-based company, to acquire assets associated with the FITBONE intramedullary lengthening system for limb lengthening of the femur and tibia bones. Under the terms of the Purchase Agreement, as consideration for the acquired assets, the Company will pay $18 million in cash consideration and will enter into manufacturing supply contract with Wittenstein. The acquisition is anticipated to close by the end of the first quarter of 2020, subject to customary closing conditions. |
Significant accounting polici_2
Significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Prior period reclassifications | Prior period reclassifications Certain amortization expense related to intangible assets previously reported in general and administrative expenses has been reclassified to acquisition-related amortization and remeasurement based on use of the underlying intangible asset. This reclassification resulted in a decrease to general and administrative expense of $1.3 |
Market risk | Market risk In the ordinary course of business, the Company is exposed to the impact of changes in interest rates and foreign currency fluctuations. The Company’s objective is to limit the impact of such movements on earnings and cash flows. In order to achieve this objective, the Company seeks to balance its non-U.S. Dollar denominated income and expenditures. The financial statements for operations outside the United States are generally maintained in their local currency. All foreign currency denominated balance sheet accounts, except shareholders’ equity, are translated to U.S. Dollars at year end exchange rates and revenue and expense items are translated at average rates of exchange prevailing during the year. Gains and losses resulting from the translation of foreign currency are recorded in the accumulated other comprehensive income (loss) component of shareholders’ equity. Transactional foreign currency gains and losses, including those generated from intercompany operations, are included in other expense, net and were a loss of $1.4 million, loss of $3.3 million, and a gain of $1.9 million for the years ended December 31, 2019, 2018 and 2017, respectively. |
Financial instruments and concentration of credit risk | Financial instruments and concentration of credit risk Financial instruments that could subject the Company to a concentration of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. Generally, cash is held at large financial institutions and cash equivalents consist of highly liquid money market funds. The Company performs ongoing credit evaluations of customers, generally does not require collateral, and maintains a reserve for potential credit losses. The Company believes that a concentration of credit risk related to the accounts receivable is limited because customers are geographically dispersed and end users are diversified across several industries. Net sales to our customers based in Europe were approximately $69 million in 2019, which represents a substantial portion of our trade accounts receivable balance as of December 31, 2019. It is at least reasonably possible that changes in global economic conditions and/or local operating and economic conditions in the regions, or other factors, could affect the future realization of these accounts receivable balances. |
Cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash as of December 31, 2018 related to a court order affecting the Company’s local bank accounts for its office in São Paulo, Brazil, as part of an investigation of more than 30 companies, which resulted in the freezing of approximately $2.6 million of the Company’s cash. On April 3, 2019, the Company’s appeal regarding the freezing of its local bank accounts was heard by the Brazil Federal Court of Appeals of Rio de Janeiro, in which the Court ordered the unfreezing of the Company’s cash. The cash was then returned without any restrictions in April 2019. As such, this balance was reclassified to cash and cash equivalents during the second quarter of 2019 . In September 2019, approximately $0.7 million of the Company’s cash in Brazil was frozen upon request to satisfy a judgment related to an ongoing legal dispute with a former Brazilian distributor. Although the Company is appealing this judgment, this cash has been reclassified to restricted cash. Refer to Note 12 for further discussion of this matter. |
Advertising costs | Advertising costs Advertising costs are expensed as incurred. Advertising costs are included within sales and marketing expense and totaled $0.8 million, $0.6 million, and $0.7 million for the years ended December 31, 2019, 2018, and 2017, respectively. |
Research and development costs | Research and development costs, including in-process research and development (“IPR&D”) costs Expenditures for research and development are expensed as incurred. Expenditures related to the collaborative arrangement with MTF Biologics (“MTF”) are expensed based on the terms of the related agreement. No research and development expenditures were incurred for the years ended December 31, 2019 or 2018 under the collaborative arrangement with MTF. Research and development expenditures totaled $0.9 million for the year ended December 31, 2017 under the arrangement with MTF. In connection with the Spinal Kinetics Inc. acquisition in 2018, the Company recognized $26.8 million of IPR&D costs within patents and other intangible assets, net and recorded additional research and development costs to further develop this acquired IPR&D. See Note 6 for further details. Acquired IPR&D represents the fair value assigned to acquired research and development assets that have not reached technological feasibility. The fair value assigned to acquired IPR&D is determined by estimating the costs to develop the acquired technology into commercially viable products, estimating the resulting revenues from the projects, and discounting the net cash flows to present value. The revenue and cost projections used to value acquired IPR&D are, as applicable, reduced based on the probability of success of developing the asset. Additionally, estimated revenues consider the relevant market sizes and growth factors, expected trends in technology, and the nature and expected timing of new product introductions by the Company and its competitors. The rates utilized to discount the net cash flows to their present value are commensurate with the stage of development of the project and uncertainties in the economic estimates used in the projections. Any future costs to further develop the IPR&D subsequent to acquisition are recorded to research and development expense as incurred. See Note 6 for additional policy discussion related to amortization and impairment testing for IPR&D. |
Recently adopted accounting standards and recently issued accounting pronouncements | Adoption of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, which changes how lessees account for leases. For most leases, the standard requires a liability to be recorded on the balance sheet based on the present value of future lease obligations with a corresponding right-of-use asset. For leases classified as operating leases, the Company is now required to recognize lease costs on a straight-line basis based on the combined amortization of the lease obligation and the right-of-use asset. Other leases are will be accounted for as finance leases, similar to capital leases under the previous accounting standard. Effective January 1, 2019, the Company adopted ASU 2016-02 using a modified retrospective approach. Upon adoption, the Company elected a package of practical expedients permitted within the new standard. The elected practical expedients allow the Company to carry forward its historical lease classification and to not separate and allocate the consideration paid between lease and non-lease components included within a contract. The Company also elected an optional transition method that waives the requirement to apply the ASU to the comparative periods presented within the financial statements in the year of adoption. Therefore, results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting policies under Topic 840. See Note 8 for additional discussion of the Company’s adoption of Topic 842 and its lease accounting policies. Adoption of ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In February 2018, the FASB issued ASU 2018-02, which allows entities to reclassify stranded tax effects resulting from the Tax Cuts and Jobs Act (the "Tax Act") from accumulated other comprehensive income (loss) to retained earnings. The Company adopted this guidance effective January 1, 2019, using a modified retrospective approach, which resulted in an increase to accumulated other comprehensive income (loss) and a decrease in retained earnings of $0.9 million. Adoption of ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In May 2014, the FASB issued ASU 2014-09. Topic 606 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition Adoption of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10), and ASU 2018-03, Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic 825-10) In January 2016, the FASB issued ASU 2016-01, which was then further clarified in ASU 2018-03, in February 2018. This guidance required entities to measure equity investments at fair value and recognize any changes in fair value in net income. However, for certain equity investments that do not have readily determinable fair values, the new guidance allows companies to measure the investments using a new measurement alternative, which values the investments at cost, less any impairments, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The Company prospectively adopted both ASU 2016-01 and ASU 2018-03 as of January 1, 2018, and now uses the new measurement alternative for the Company’s equity investments in Bone Biologics, Inc. (“Bone Biologics”), which historically had been measured at cost. See Note 11 for further discussion related to our investment in Bone BIologics. Recently issued accounting pronouncements Topic Description of Guidance Effective Date Status of Company's Evaluation Financial Instruments - Credit Losses (ASU 2016-13), and subsequent amendments Requires that credit losses for certain types of financial instruments, including trade accounts receivable, be estimated based on expected losses and also modifies the impairment models for available-for-sale debt securities and for purchased financial assets with credit deterioration since their origination. Applied using a modified retrospective approach, with early adoption permitted. January 1, 2020 The Company formed an implementation team to evaluate the impact this ASU will have on its consolidated financial statements. Based on its preliminary evaluation, the Company expects to record an increase in its allowance for doubtful accounts of approximately $1.1 million, an increase in deferred income taxes of approximately $0.2 million, and a decrease in retained earnings of approximately $0.9 million. The Company does not expect material impacts to its consolidated statements of operations and comprehensive income (loss) or to its consolidated statements of cash flows. Goodwill (ASU 2017-04) Eliminates Step 2 of the current goodwill impairment test, which requires a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment loss will instead be measured at the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the recorded amount of goodwill. Applied on a prospective basis, with early adoption permitted. January 1, 2020 The Company does not expect this ASU to have a significant impact on its financial statements or disclosures. Topic Description of Guidance Effective Date Status of Company's Evaluation Fair value measurement (ASU 2018-13) Eliminates such disclosures as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and adds new disclosure requirements for Level 3 measurements. Certain of the provisions are to be applied retrospectively with other provisions applied prospectively. January 1, 2020 The Company does not expect the ASU to have a significant impact on its financial statements, but the ASU may have a significant impact on disclosures for any level 3 assets or liabilities. Implementation costs in a cloud computing arrangement that is a service contract (ASU 2018-15) Aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. Applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. January 1, 2020 The Company plans to adopt this ASU prospectively on January 1, 2020. However, the Company does not expect this ASU to have a material impact to its consolidated financial statements. Simplifying the accounting for income taxes (ASU 2019-12) Reduces the complexity of accounting for income taxes by eliminating certain exceptions to the general principles in ASC 740, Income Taxes. January 1, 2021 The Company is currently evaluating the impact this ASU may have on its consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Consideration Transferred | The fair value of the consideration transferred was $76.6 million, which consisted of the following: (U.S. Dollars, in thousands) Fair value of consideration transferred Cash paid $ 51,109 Contingent consideration 25,491 Total fair value of consideration transferred $ 76,600 |
Spinal Kinetics [Member] | |
Business Acquisition [Line Items] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of assets acquired and liabilities assumed at the acquisition date: (U.S. Dollars, in thousands) Preliminary Acquisition Date Fair Value as Previously Reported Adjustments Final Acquisition Date Fair Value Assigned Useful Life Assets acquired Cash and cash equivalents $ 6,785 $ — $ 6,785 Restricted cash 30 — 30 Trade accounts receivable 1,705 — 1,705 Inventories 8,175 — 8,175 Prepaid expenses and other current assets 315 — 315 Property, plant and equipment 2,285 — 2,285 Other long-term assets 320 — 320 Developed technology 12,400 — 12,400 10 years In-process research and development ("IPR&D") 26,800 — 26,800 Indefinite Tradename 100 — 100 2 years Deferred income taxes 2,374 1,220 3,594 Total identifiable assets acquired $ 61,289 $ 1,220 $ 62,509 Liabilities assumed Trade accounts payable $ 351 $ — $ 351 Other current liabilities 2,873 (4 ) 2,869 Other long-term liabilities 301 — 301 Total liabilities assumed 3,525 (4 ) 3,521 Goodwill 18,836 (1,224 ) 17,612 Total fair value of consideration transferred $ 76,600 $ — $ 76,600 |
Options Medical [Member] | |
Business Acquisition [Line Items] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of assets acquired and liabilities assumed at the acquisition date: (U.S. Dollars, in thousands) Fair Value Balance Sheet Classification Assigned Useful Life Assets acquired Operating lease assets $ 175 Other long-term assets Customer relationships 5,832 Intangible assets, net 10 years Assembled workforce 568 Intangible assets, net 5 years Total identifiable assets acquired $ 6,575 Liabilities assumed Operating lease liability - short-term $ 69 Other current liabilities Operating lease liability - long-term 106 Other long-term liabilities Total liabilities assumed 175 Total fair value of consideration transferred $ 6,400 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are valued at the lower of cost or estimated net realizable value, after provision for excess, obsolete or impaired items, which is reviewed and updated on a periodic basis by management. For inventory procured or produced, whether internally or through contract manufacturing arrangements, at our manufacturing facility in Italy, cost is determined on a weighted-average basis, which approximates the first-in, first-out (“FIFO”) method. For inventory procured or produced, whether internally or through contract manufacturing arrangements, at our manufacturing facilities in Texas and California, standard costs, which approximates actual cost on the FIFO method, is used to value inventory. Standard costs are reviewed annually by management, or more often in the event circumstances indicate a change in cost has occurred. Work-in-process, finished products, and field/consignment inventory include material, labor and production overhead costs. Field/consignment inventory represents immediately saleable finished products inventory that is in the possession of the Company’s independent sales representatives or located at third party customers, such as distributors and hospitals. December 31, (U.S. Dollars, in thousands) 2019 2018 Raw materials $ 9,587 $ 8,463 Work-in-process 14,027 13,478 Finished products 20,712 18,244 Field/consignment 38,071 36,662 Inventories $ 82,397 $ 76,847 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Useful Lives of Assets | The useful lives of these assets are generally as follows: Years Buildings 25 to 33 Plant and equipment 1 to 10 Instrumentation 3 to 4 Computer software 3 to 7 Furniture and fixtures 4 to 8 |
Schedule of Property, Plant and Equipment | The assets and related accumulated depreciation are adjusted for property retirements and disposals, with the resulting gain or loss included in earnings. Fully depreciated assets remain in the accounts until retired from service. December 31, (U.S. Dollars, in thousands) 2019 2018 Cost Buildings $ 3,731 $ 3,746 Plant and equipment 46,470 45,744 Instrumentation 82,327 75,542 Computer software 49,696 47,322 Furniture and fixtures 7,328 6,599 Construction in progress 2,201 2,909 Finance lease assets 21,179 — Property, plant, and equipment, gross 212,932 181,862 Accumulated depreciation (150,205 ) (139,027 ) Property, plant, and equipment, net $ 62,727 $ 42,835 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are recorded at cost, or when acquired as a part of a business combination, at estimated fair value. These assets are amortized on a straight-line basis over the useful lives of the assets. December 31, (U.S. Dollars, in thousands) Weighted Average Amortization Period 2019 2018 Cost Patents 10 years $ 42,034 $ 39,085 Developed technology 10 years 39,200 12,400 IPR&D Indefinite — 26,800 Customer relationships 9 years 7,430 — License and other 7 years 15,960 14,654 Trademarks—finite lived 10 years 942 840 9 years 105,566 93,779 Accumulated amortization Patents $ (38,246 ) $ (35,016 ) Developed technology (4,523 ) (827 ) Customer relationships (535 ) — License and other (7,701 ) (5,744 ) Trademarks—finite lived (422 ) (295 ) (51,427 ) (41,882 ) Patents and other intangible assets, net $ 54,139 $ 51,897 |
Schedule of Future Amortization Expense | Future amortization expense for intangible assets is estimated as follows: (U.S. Dollars, in thousands) Amortization 2020 $ 7,420 2021 7,317 2022 7,337 2023 6,668 2024 5,799 Thereafter 19,598 Total $ 54,139 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Net Carrying Amount of Goodwill | The following table presents the net carrying value of goodwill, and a rollforward of such balances from December 31, 2018, by reportable segment: (U.S. Dollars, in thousands) December 31, 2018 Adjustments December 31, 2019 Global Spine $ 72,401 $ (1,224 ) $ 71,177 Global Extremities — — — Goodwill $ 72,401 $ (1,224 ) $ 71,177 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Lease Portfolio | A summary of the Company’s lease portfolio as of December 31, 2019 is presented in the table below: (U.S. Dollars, in thousands, except lease term and discount rate) Classification December 31, 2019 Assets Operating leases Other long-term assets $ 5,798 Finance leases Property, plant and equipment, net 20,207 Total lease assets $ 26,005 Liabilities Current Operating leases Other current liabilities $ 1,875 Finance leases Current portion of finance lease liability 323 Long-term Operating leases Other long-term liabilities 4,084 Finance leases Long-term portion of finance lease liability 20,648 Total lease liabilities $ 26,930 Weighted Average Remaining Lease Term Operating leases 4.2 years Finance leases 20.7 years Weighted Average Discount Rate Operating leases 2.33 % Finance leases 4.38 % |
Summary of Components of Lease Costs | The components of lease costs were as follows: (U.S. Dollars, in thousands) For the Year Ended December 31, 2019 Finance lease costs: Amortization of right-of-use assets $ 972 Interest on finance lease liabilities 919 Operating lease costs 2,161 Short-term lease costs 255 Variable lease costs 749 Total lease costs $ 5,056 |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: (U.S. Dollars, in thousands) For the Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 4,075 Operating cash flows from finance leases 919 Financing cash flows from finance leases 365 Right-of-use assets obtained in exchange for lease obligations Operating leases 878 Finance leases 21,179 |
Summary of Remaining Lease Liabilities | A summary of the Company’s remaining lease liabilities as of December 31, 2019 is included below: (U.S. Dollars, in thousands) Operating Leases Finance Leases 2020 $ 1,979 $ 1,013 2021 1,758 1,414 2022 1,409 1,442 2023 259 1,471 2024 143 1,501 Thereafter 686 25,706 Total undiscounted value of lease liabilities 6,234 32,547 Less: Interest (275 ) (11,576 ) Present value of lease liabilities $ 5,959 $ 20,971 Current portion of lease liabilities $ 1,875 $ 323 Long-term portion of lease liabilities 4,084 20,648 Total lease liabilities $ 5,959 $ 20,971 |
ASU 2016-02 [Member] | |
Summary of Net Impact of Adoption Balance Sheet | The net impact of adoption to the Company’s balance sheet as of January 1, 2019 is presented in the table below. The standard did not have a material impact to the Company’s consolidated statements of operations and comprehensive income (loss) or cash flows. (U.S. Dollars, in thousands) December 31, 2018 Impact of Adoption of ASC 842 January 1, 2019 Assets Current assets Cash, cash equivalents, and restricted cash $ 72,189 $ — $ 72,189 Accounts receivable, net 77,747 — 77,747 Inventories 76,847 — 76,847 Prepaid expenses and other current assets 17,856 (15 ) 17,841 Total current assets 244,639 (15 ) 244,624 Property, plant, and equipment, net 42,835 — 42,835 Intangible assets, net and goodwill 124,298 — 124,298 Deferred income taxes 33,228 71 33,299 Other long-term assets 21,641 20,209 41,850 Total assets $ 466,641 $ 20,265 $ 486,906 Liabilities and shareholders’ equity Current liabilities Accounts payable $ 17,989 $ — $ 17,989 Other current liabilities 67,919 2,166 70,085 Total current liabilities 85,908 2,166 88,074 Other long-term liabilities 45,336 18,028 63,364 Total liabilities $ 131,244 $ 20,194 $ 151,438 Shareholders’ equity Common shares 1,858 — 1,858 Additional paid-in capital 243,165 — 243,165 Retained earnings 87,078 71 87,149 Accumulated other comprehensive income 3,296 — 3,296 Total shareholders’ equity 335,397 71 335,468 Total liabilities and shareholders’ equity $ 466,641 $ 20,265 $ 486,906 |
Other current liabilities (Tabl
Other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Summary of Other Current Liabilities | December 31, (U.S. Dollars, in thousands) 2019 2018 Accrued expenses $ 5,571 $ 6,206 Salaries, bonuses, commissions and related taxes payable 14,008 21,608 Accrued distributor commissions 12,286 10,073 Accrued legal and settlement expenses 9,227 4,196 Contingent consideration liability 14,700 13,600 Short-term operating lease liability 1,875 — Non-income taxes payable 4,021 3,638 Other payables 2,986 8,598 Other current liabilities $ 64,674 $ 67,919 |
Fair value measurements and i_2
Fair value measurements and investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Schedule of Financial Assets and Liabilities Recorded at Fair Value on Recurring Basis | The Company’s collective trust funds, treasury securities, equity warrants, equity securities, debt security, contingent consideration, and deferred compensation plan liabilities are the only financial instruments recorded at fair value on a recurring basis as follows: (U.S. Dollars, in thousands) Balance December 31, 2019 Level 1 Level 2 Level 3 Assets Equity securities $ 219 $ — $ 219 $ — Total $ 219 $ — $ 219 $ — Liabilities Contingent consideration $ (42,700 ) $ — $ — $ (42,700 ) Deferred compensation plan (1,255 ) — (1,255 ) — Total $ (43,955 ) $ — $ (1,255 ) $ (42,700 ) (U.S. Dollars, in thousands) Balance December 31, 2018 Level 1 Level 2 Level 3 Assets Treasury securities $ 490 $ 490 $ — $ — Equity securities 219 — 219 — Debt security 17,820 — — 17,820 Total $ 18,529 $ 490 $ 219 $ 17,820 Liabilities Contingent consideration (28,560 ) — — (28,560 ) Deferred compensation plan $ (1,275 ) $ — $ (1,275 ) $ — Total $ (29,835 ) $ — $ (1,275 ) $ (28,560 ) |
Schedule of Changes in Valuation of Securities | The changes in valuation of these securities for the years ended December 31, 2019, 2018, and 2017 are shown below: (U.S. Dollars, in thousands) 2019 2018 2017 Equity securities and warrants at January 1 $ 219 $ 2,768 $ 2,768 Impact of adoption of ASU 2016-01 recognized in other income — 1,629 — Purchase of additional common stock — 500 — Fair value adjustments, expirations, and impairments recognized in other expense — (4,678 ) — Equity securities and warrants at December 31 $ 219 $ 219 $ 2,768 |
Schedule of Reconciliation For Contingent Consideration Measured At Fair Value Using Significant Unobservable Inputs | The following table provides a reconciliation of the beginning and ending balances for the contingent consideration measured at fair value using significant unobservable inputs (Level 3): (U.S. Dollars, in thousands) 2019 2018 Contingent consideration at January 1 $ 28,560 $ — Acquisition date fair value — 25,491 Increase in fair value recognized in acquisition-related amortization and remeasurement 29,140 3,069 Payment made (15,000 ) — Contingent consideration at December 31 $ 42,700 $ 28,560 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Schedule of Reconciliation of Debt Securities | The following table provides a reconciliation of the beginning and ending balances for debt securities measured at fair value using significant unobservable inputs (Level 3): (U.S. Dollars, in thousands) 2019 2018 2017 Balance at January 1 $ 17,820 $ 16,050 $ 12,220 Gains (losses) recorded for the period Recognized in other expense, net — — (5,585 ) Recognized in other comprehensive income (loss) (2,593 ) 1,770 9,415 Change in classification of debt security to held to maturity (15,227 ) — — Issuance of Warrant as consideration for extension 491 — — Impairment of Warrant (491 ) — — Balance at December 31 $ — $ 17,820 $ 16,050 |
Shareholders' equity (Tables)
Shareholders' equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders Equity Note [Abstract] | |
Components of Changes in Accumulated Other Comprehensive Income (Loss) | The components of and changes in accumulated other comprehensive income (loss) are as follows: (U.S. Dollars, in thousands) Currency Translation Adjustments Debt Security Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2017 $ (563 ) $ 4,350 $ 3,787 Other comprehensive income (loss) (1,823 ) 1,770 (53 ) Income taxes — (438 ) (438 ) Balance at December 31, 2018 $ (2,386 ) $ 5,682 $ 3,296 Cumulative effect adjustment from adoption of ASU 2018-02 — 937 937 Other comprehensive loss (653 ) (2,593 ) (3,246 ) Income taxes — 642 642 Reclassification adjustment to: Interest income (expense), net — (1,034 ) (1,034 ) Other expense, net — (5,193 ) (5,193 ) Income taxes — 1,559 1,559 Balance at December 31, 2019 $ (3,039 ) $ — $ (3,039 ) |
Revenue recognition and accou_2
Revenue recognition and accounts receivable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue Recognition And Accounts Receivable [Abstract] | |
Schedule of Net Sales | The table below presents net sales, which includes product sales and marketing service fees, for each of the years ended December 31, 2019, 2018, and 2017. For the year ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 Product sales $ 397,064 $ 395,589 $ 373,538 Marketing service fees 62,891 57,453 60,285 Net sales $ 459,955 $ 453,042 $ 433,823 |
Business segment information (T
Business segment information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales by Major Product Category by Reporting Segment | The table below presents net sales by major product category by reporting segment: Year Ended December 31, 2019 2018 2017 (U.S. Dollars, in thousands) Net Sales Percent of Total Net Sales Net Sales Percent of Total Net Sales Net Sales Percent of Total Net Sales Bone Growth Therapies $ 197,181 42.9 % $ 195,252 43.1 % $ 185,900 42.9 % Spinal Implants 94,544 20.6 % 91,658 20.2 % 81,957 18.9 % Biologics 65,496 14.2 % 59,684 13.2 % 62,724 14.4 % Global Spine 357,221 77.7 % 346,594 76.5 % 330,581 76.2 % Global Extremities 102,734 22.3 % 106,448 23.5 % 103,242 23.8 % Net sales $ 459,955 100.0 % $ 453,042 100.0 % $ 433,823 100.0 % |
Summary of EBITDA by Reporting Segment | The following table presents EBITDA, the primary metric used in managing the Company, by reporting segment: Year Ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 Global Spine $ 39,528 $ 76,545 $ 84,034 Global Extremities 7,496 9,453 7,143 Corporate (49,252 ) (43,626 ) (34,246 ) Total EBITDA (2,228 ) 42,372 56,931 Depreciation and amortization (24,699 ) (18,659 ) (20,124 ) Interest expense, net (122 ) (828 ) (416 ) Income (loss) before income taxes $ (27,049 ) $ 22,885 $ 36,391 |
Schedule of Depreciation and Amortization by Reporting Segment | The following table presents depreciation and amortization by reporting segment: Year Ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 Global Spine $ 14,329 $ 9,512 $ 9,834 Global Extremities 5,575 5,342 6,040 Corporate 4,795 3,805 4,250 Total $ 24,699 $ 18,659 $ 20,124 |
Summary of Net Sales by Geographic Destination | The following data includes net sales by geographic destination: Year Ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 U.S. $ 361,939 $ 355,353 $ 345,145 Italy 19,560 19,331 17,059 Germany 12,688 11,606 7,063 United Kingdom 10,090 8,731 8,725 Brazil 7,685 7,120 10,356 Others 47,993 50,901 45,475 Net sales $ 459,955 $ 453,042 $ 433,823 The table below presents net sales by geographic destination for each reporting segment and for the consolidated Company: Year Ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 Global Spine U.S. $ 335,410 $ 326,994 $ 318,227 International 21,811 19,600 12,354 Total Global Spine 357,221 346,594 330,581 Global Extremities U.S. 26,529 28,359 26,918 International 76,205 78,089 76,324 Total Global Extremities 102,734 106,448 103,242 Consolidated U.S. 361,939 355,353 345,145 International 98,016 97,689 88,678 Net sales $ 459,955 $ 453,042 $ 433,823 |
Summary of Property, Plant and Equipment of Reporting Segments by Geographic Area | The following data includes property, plant and equipment by geographic area: (U.S. Dollars, in thousands) 2019 2018 U.S. $ 51,278 $ 31,344 Italy 7,937 7,732 Germany 849 861 United Kingdom 1,082 896 Brazil 141 191 Others 1,440 1,811 Total $ 62,727 $ 42,835 |
Acquisition-Related Amortizat_2
Acquisition-Related Amortization and Remeasurement (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Acquisition Related Amortization And Remeasurement [Abstract] | |
Components of Acquisition-Related Amortization and Remeasurement | Components of acquisition-related amortization and remeasurement for the twelve months ended December 31, 2019, 2018, and 2017, respectively, are as follows: Year Ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 Changes in fair value of contingent consideration $ 29,140 $ 3,069 $ — Amortization of acquired intangibles 5,072 1,255 — Total $ 34,212 $ 4,324 $ — |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Share-Based Compensation by Line Item in Consolidated Statements of Income | The following tables present the detail of share-based compensation by line item in the consolidated statements of income as well as by award type, for the years ended December 31, 2019, 2018, and 2017: Year Ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 Cost of sales $ 715 $ 522 $ 486 Sales and marketing 2,512 1,802 1,471 General and administrative 16,872 15,197 9,671 Research and development 1,441 1,409 929 Total $ 21,540 $ 18,930 $ 12,557 Year Ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 Stock options $ 4,054 $ 3,061 $ 2,388 Time-based restricted stock awards and stock units 11,084 7,265 5,540 Performance-based restricted stock awards and stock units — 1,998 462 Market-based restricted stock units 4,733 5,256 2,904 Stock purchase plan 1,669 1,350 1,263 Total $ 21,540 $ 18,930 $ 12,557 |
Schedule of Assumptions Used in Determining Fair Value of Stock Options | A summary of the Company’s assumptions used in determining the fair value of the stock options granted during the year is shown in the following table. Year Ended December 31, 2019 2018 2017 Assumptions: Expected term (in years) 5.0 4.5 4.5 Expected volatility 29.7% – 31.0% 28.7% – 30.1% 31.2 % Risk free interest rate 1.38% – 2.31% 2.55% – 2.79% 1.93 % Dividend yield — — — Weighted average grant date fair value $ 14.64 $ 16.28 $ 13.32 |
Schedule of Stock Option Plans | Summaries of the status of the Company’s stock option plans as of December 31, 2019 and 2018 and changes during the year ended December 31, 2019 are presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding at December 31, 2018 1,175,887 $ 41.87 Granted 279,248 $ 49.17 Exercised (74,729 ) $ 37.20 Forfeited or expired (79,092 ) $ 54.84 Outstanding at December 31, 2019 1,301,314 $ 42.92 5.69 Vested and expected to vest at December 31, 2019 1,301,314 $ 42.92 5.69 Exercisable at December 31, 2019 896,836 $ 39.97 4.24 |
Schedule of Changes in Time-Based, Performance-Based and Market-Based Restricted Stock Awards and Stock Units | A summary of the status of our time-based, performance-based and market-based restricted stock awards and stock units as of December 31, 2019 and 2018 and changes during the year ended December 31, 2019 are presented below: Time-based Restricted Stock Awards and Stock Units Performance-based Restricted Stock Awards and Stock Units Market-based Restricted Stock Units Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2018 357,592 $ 49.77 102,155 $ 33.12 271,295 $ 57.44 Granted 319,189 $ 52.48 — $ — 60,722 $ 65.27 Vested and settled (157,053 ) $ 46.82 (102,155 ) $ 33.12 — $ — Cancelled (51,000 ) $ 52.85 — $ — (74,855 ) $ 15.92 Outstanding at December 31, 2019 468,728 $ 51.96 — $ — 257,162 $ 60.08 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) from Continuing Operations Before Provision for Income Taxes | Income (loss) from continuing operations before provision for income taxes consisted of the following: Year Ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 U.S. $ (24,890 ) $ 28,642 $ 27,774 Non-U.S. (2,159 ) (5,757 ) 8,617 Income (loss) before income taxes $ (27,049 ) $ 22,885 $ 36,391 |
Schedule of Provision for Income Taxes on Continuing Operations | The provision for income taxes on continuing operations consists of the following: Year Ended December 31, (U.S. Dollars, in thousands) 2019 2018 2017 U.S. Current $ (1,911 ) $ 9,480 $ 3,620 Deferred 2,008 (3,430 ) 20,222 97 6,050 23,842 Non-U.S. Current 1,931 2,255 4,062 Deferred (615 ) 769 1,196 1,316 3,024 5,258 Income tax expense $ 1,413 $ 9,074 $ 29,100 |
Schedule of Effective Income Tax Rate Reconciliation for Continuing Operations | The differences between the income tax provision at the U.S. federal statutory tax rate and the Company’s effective tax rate for the years ended December 31, 2019, 2018, and 2017 consist of the following: 2019 2018 2017 1 (U.S. Dollars, in thousands, except percentages) Amount Percent Amount Percent Amount Percent Statutory U.S. federal income tax rate $ (5,680 ) 21.0 % $ 4,806 21.0 % $ 12,737 35.0 % State taxes, net of U.S. federal benefit 1,043 (3.9 ) 1,038 4.5 1,598 4.4 Foreign rate differential, including withholding taxes 131 (0.5 ) 784 3.4 (3,849 ) (10.6 ) Valuation allowances, net (165 ) 0.6 4,116 18.0 3,548 9.7 Research credits (829 ) 3.1 (710 ) (3.1 ) (397 ) (1.1 ) Italian subsidiary intangible asset — — (230 ) (1.0 ) (381 ) (1.0 ) Domestic manufacturing deduction — — — — (818 ) (2.2 ) Unrecognized tax benefits, net of settlements (2,745 ) 10.1 81 0.4 6,002 16.5 Impact of the Tax Act — — (560 ) (2.4 ) 8,347 22.9 Equity compensation 626 (2.3 ) (1,646 ) (7.2 ) 272 0.7 Executive compensation 1,504 (5.6 ) 606 2.6 123 0.3 Contingent consideration 5,678 (21.0 ) 528 2.3 — — Other, net 1,850 (6.7 ) 261 1.2 1,918 5.4 Income tax expense/effective rate $ 1,413 (5.2 )% $ 9,074 39.7 % $ 29,100 80.0 % 1 |
Schedule of Deferred Tax Assets and Liabilities | The Company’s deferred tax assets and liabilities are as follows: December 31, (U.S. Dollars, in thousands) 2019 2018 Intangible assets and goodwill $ 1,390 $ 1,682 Inventories and related reserves 13,216 12,151 Deferred revenue and cost of goods sold 4,652 4,652 Other accruals and reserves 4,337 2,799 Accrued compensation 9,221 8,317 Allowance for doubtful accounts 971 2,346 Net operating loss and tax credit carryforwards 44,230 52,664 Lease liabilities 6,268 — Other, net 1,567 2,200 85,852 86,811 Valuation allowance (38,741 ) (49,014 ) Deferred tax asset $ 47,111 $ 37,797 Withholding taxes (40 ) — Property, plant and equipment (5,881 ) (4,569 ) Right-of-use lease assets (6,073 ) — Deferred tax liability (11,994 ) (4,569 ) Net deferred tax assets $ 35,117 $ 33,228 |
Schedule of Gross Unrecognized Tax Benefits (Excluding Interest and Penalties) | A reconciliation of the gross unrecognized tax benefits (excluding interest and penalties) for the years ended December 31, 2019, 2018, and 2017 follows: (U.S. Dollars, in thousands) 2019 2018 Balance as of January 1, $ 21,351 $ 23,676 Additions for current year tax positions 309 170 Increases for prior year tax positions 1,711 1,653 Settlements of prior year tax positions (1,183 ) (1,499 ) Expiration of statutes (5,284 ) (2,649 ) Balance as of December 31, $ 16,904 $ 21,351 |
Earnings per share (EPS) (Table
Earnings per share (EPS) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Weighted Average Shares Used in the Diluted EPS | The following is a reconciliation of the weighted average shares used in the diluted EPS computations. Year Ended December 31, 2019 2018 2017 Weighted average common shares-basic 18,903,289 18,494,002 18,117,405 Effect of diluted securities: Unexercised stock options and employee stock purchase plan — 313,648 209,691 Unvested time-based restricted stock awards — — 123,592 Unvested performance-based restricted stock awards — 103,960 48,057 Weighted average common shares-diluted 18,903,289 18,911,610 18,498,745 |
Quarterly financial data (una_2
Quarterly financial data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Condensed Consolidated Statement of Operations | 2019 (U.S. Dollars, in thousands, except per share data) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Year Net sales $ 109,112 $ 115,850 $ 113,499 $ 121,494 $ 459,955 Cost of sales 23,708 25,812 24,896 26,191 100,607 Gross profit 85,404 90,038 88,603 95,303 359,348 Operating expense 89,852 89,587 107,485 91,208 378,132 Operating income (loss) (4,448 ) 451 (18,882 ) 4,095 (18,784 ) Net income (loss) from continuing operations 897 (547 ) (40,498 ) 11,686 (28,462 ) Net income (loss) $ 897 $ (547 ) $ (40,498 ) $ 11,686 $ (28,462 ) Net income (loss) per common share — basic: Net income (loss) from continuing operations $ 0.05 $ (0.03 ) $ (2.14 ) $ 0.61 $ (1.51 ) Net income (loss) $ 0.05 $ (0.03 ) $ (2.14 ) $ 0.61 $ (1.51 ) Net income (loss) per common share — diluted: Net income (loss) from continuing operations $ 0.05 $ (0.03 ) $ (2.14 ) $ 0.60 $ (1.51 ) Net income (loss) $ 0.05 $ (0.03 ) $ (2.14 ) $ 0.60 $ (1.51 ) 2018 (U.S. Dollars, in thousands, except per share data) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Year Net sales $ 108,709 $ 111,547 $ 111,708 $ 121,078 $ 453,042 Cost of sales 24,147 22,835 24,020 25,626 96,628 Gross profit 84,562 88,712 87,688 95,452 356,414 Operating expense 1, 2 76,692 82,797 83,781 83,050 326,320 Operating income 1, 2 7,870 5,915 3,907 12,402 30,094 Net income (loss) from continuing operations 2 5,226 925 (1,211 ) 8,871 13,811 Net income (loss) $ 5,226 $ 925 $ (1,211 ) $ 8,871 $ 13,811 Net income (loss) per common share — basic: Net income (loss) from continuing operations $ 0.28 $ 0.05 $ (0.07 ) $ 0.47 $ 0.73 Net income (loss) $ 0.28 $ 0.05 $ (0.07 ) $ 0.47 $ 0.73 Net income (loss) per common share — diluted: Net income (loss) from continuing operations $ 0.27 $ 0.05 $ (0.07 ) $ 0.46 $ 0.72 Net income (loss) $ 0.27 $ 0.05 $ (0.07 ) $ 0.46 $ 0.72 1 2 |
Business and Basis of Consoli_2
Business and Basis of Consolidation - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2019Segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of reporting units | 2 |
Date of change in jurisdiction from Curaçao to the State of Delaware | 2018 |
Common stock conversion ratio | 1 |
Common stock, conversion basis | Upon the effectiveness of the Domestication, each common share of Orthofix International N.V. was automatically converted into one share of common stock of Orthofix Medical Inc. This transaction was accounted for as a transfer of assets and liabilities between entities under common control, similar to a pooling of interest. As a result, the assets and liabilities were carried forward at their historical carrying amounts. The Company’s common stock continues to be traded on the Nasdaq Global Select Market under the symbol “OFIX.” |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 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 | Jul. 31, 2018 | Apr. 30, 2018 | |
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Net sales | $ 121,494,000 | $ 113,499,000 | $ 115,850,000 | $ 109,112,000 | $ 121,078,000 | $ 111,708,000 | $ 111,547,000 | $ 108,709,000 | $ 459,955,000 | $ 453,042,000 | $ 433,823,000 | ||
Freezing amount in cash resulted from court pending legal action issued | $ 700,000 | $ 2,600,000 | 2,600,000 | $ 2,500,000 | |||||||||
Advertising costs | 800,000 | 600,000 | 700,000 | ||||||||||
Spinal Kinetics [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
In-process research and development costs | $ 26,800,000 | ||||||||||||
Musculoskeletal Transplant Foundation ("MTF") [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Expenditures for other research and development | 0 | 0 | 900,000 | ||||||||||
Customers and Distributors Based in Europe [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Net sales | 69,000,000 | ||||||||||||
Maximum [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Transactional foreign currency gains and (losses), including those generated from intercompany operations | $ (1,400,000) | (3,300,000) | $ 1,900,000 | ||||||||||
General and administrative [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Decreases to general and administrative expenses | $ (1,300,000) |
Recently Adopted Accounting S_2
Recently Adopted Accounting Standards and Recently Issued Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Millions | Jan. 01, 2020 | Jan. 01, 2019 |
ASU 2018-02 [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Increase to accumulated other comprehensive income (loss) and a decrease in retained earnings | $ 0.9 | |
ASU 2016-13 [Member] | Subsequent Event [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Increase (decrease) in allowance for doubtful accounts | $ 1.1 | |
Increase (decrease) in deferred income taxes | 0.2 | |
Increase (decrease) in retained earnings | $ 0.9 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | Feb. 06, 2019 | Jan. 31, 2019 | Apr. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 71,177,000 | $ 72,401,000 | ||||
Assigned Useful Life | 9 years | |||||
Consideration for the assets acquired | $ 6,400,000 | |||||
Developed Technology [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, transfer from indefinite lived intangible assets to finite lived intangible assets | $ 26,800,000 | |||||
Assigned Useful Life | 10 years | 10 years | ||||
Spinal Kinetics [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition date | Apr. 30, 2018 | |||||
Business acquisition conversion of shares into net cash subject to adjustments | $ 45,000,000 | |||||
Fair value of the consideration transferred | $ 76,600,000 | $ 76,600,000 | ||||
Milestone achievement period | 5 years | 12 months | ||||
Goodwill | $ 17,612,000 | |||||
Acquisition related costs | $ 0 | 3,300,000 | $ 800,000 | |||
Net sales from acquisition | 12,400,000 | 8,700,000 | ||||
Net loss from Acquisition | 9,300,000 | $ 5,800,000 | ||||
Spinal Kinetics [Member] | Developed Technology [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, transfer from indefinite lived intangible assets to finite lived intangible assets | $ 26,800,000 | |||||
Assigned Useful Life | 10 years | 10 years | ||||
Spinal Kinetics [Member] | Spinal Implants [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 17,600,000 | |||||
Spinal Kinetics [Member] | US Food And Drug Administration [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Future milestone payments | $ 15,000,000 | $ 15,000,000 | ||||
Spinal Kinetics [Member] | Revenue Milestone [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Future milestone payments | 45,000,000 | |||||
Spinal Kinetics [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Future milestone payments | $ 60,000,000 |
Acquisitions - Schedule of Fair
Acquisitions - Schedule of Fair Value of Consideration Transferred (Detail) - Spinal Kinetics [Member] - USD ($) $ in Thousands | Apr. 30, 2018 | Dec. 31, 2019 |
Fair value of consideration transferred | ||
Cash paid | $ 51,109 | |
Contingent consideration | 25,491 | |
Total fair value of consideration transferred | $ 76,600 | $ 76,600 |
Acquisitions - Summary of Fair
Acquisitions - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Feb. 06, 2019 | Jan. 31, 2019 | Apr. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 71,177 | $ 72,401 | |||
Assigned Useful Life | 9 years | ||||
In-process Research and Development ("IPR&D") [Member] | |||||
Business Acquisition [Line Items] | |||||
Assigned Useful Life | Indefinite | ||||
Spinal Kinetics [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 6,785 | ||||
Restricted cash | 30 | ||||
Trade accounts receivable | 1,705 | ||||
Inventories | 8,175 | ||||
Prepaid expenses and other current assets | 315 | ||||
Property, plant and equipment | 2,285 | ||||
Other long-term assets | 320 | ||||
Indefinite lived intangible assets, net acquired | 26,800 | ||||
Deferred income taxes | 3,594 | ||||
Total identifiable assets acquired | 62,509 | ||||
Trade accounts payable | 351 | ||||
Other current liabilities | 2,869 | ||||
Other long-term liabilities | 301 | ||||
Total liabilities assumed | 3,521 | ||||
Goodwill | 17,612 | ||||
Total fair value of consideration transferred | 76,600 | $ 76,600 | |||
Spinal Kinetics [Member] | In-process Research and Development ("IPR&D") [Member] | |||||
Business Acquisition [Line Items] | |||||
Indefinite lived intangible assets, net acquired | $ 26,800 | ||||
Assigned Useful Life | Indefinite | ||||
Spinal Kinetics [Member] | Previously Reported [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 6,785 | ||||
Restricted cash | 30 | ||||
Trade accounts receivable | 1,705 | ||||
Inventories | 8,175 | ||||
Prepaid expenses and other current assets | 315 | ||||
Property, plant and equipment | 2,285 | ||||
Other long-term assets | 320 | ||||
Deferred income taxes | 2,374 | ||||
Total identifiable assets acquired | 61,289 | ||||
Trade accounts payable | 351 | ||||
Other current liabilities | 2,873 | ||||
Other long-term liabilities | 301 | ||||
Total liabilities assumed | 3,525 | ||||
Goodwill | 18,836 | ||||
Total fair value of consideration transferred | 76,600 | ||||
Spinal Kinetics [Member] | Previously Reported [Member] | In-process Research and Development ("IPR&D") [Member] | |||||
Business Acquisition [Line Items] | |||||
Indefinite lived intangible assets, net acquired | 26,800 | ||||
Spinal Kinetics [Member] | Adjustments [Member] | |||||
Business Acquisition [Line Items] | |||||
Deferred income taxes | 1,220 | ||||
Total identifiable assets acquired | 1,220 | ||||
Other current liabilities | (4) | ||||
Total liabilities assumed | (4) | ||||
Goodwill | (1,224) | ||||
Options Medical [Member] | |||||
Business Acquisition [Line Items] | |||||
Total identifiable assets acquired | $ 6,575 | ||||
Total liabilities assumed | 175 | ||||
Total fair value of consideration transferred | 6,400 | ||||
Options Medical [Member] | Operating Lease Liability - Short-term [Member] | |||||
Business Acquisition [Line Items] | |||||
Other current liabilities | 69 | ||||
Options Medical [Member] | Operating Lease Liability - Long-term [Member] | |||||
Business Acquisition [Line Items] | |||||
Other long-term liabilities | 106 | ||||
Options Medical [Member] | Operating Lease Assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Other long-term assets | 175 | ||||
Developed Technology [Member] | |||||
Business Acquisition [Line Items] | |||||
Assigned Useful Life | 10 years | 10 years | |||
Developed Technology [Member] | Spinal Kinetics [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite lived intangible assets, net acquired | $ 12,400 | ||||
Assigned Useful Life | 10 years | 10 years | |||
Developed Technology [Member] | Spinal Kinetics [Member] | Previously Reported [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite lived intangible assets, net acquired | $ 12,400 | ||||
Tradename [Member] | |||||
Business Acquisition [Line Items] | |||||
Assigned Useful Life | 10 years | ||||
Tradename [Member] | Spinal Kinetics [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite lived intangible assets, net acquired | $ 100 | ||||
Assigned Useful Life | 2 years | ||||
Tradename [Member] | Spinal Kinetics [Member] | Previously Reported [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite lived intangible assets, net acquired | $ 100 | ||||
Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Assigned Useful Life | 9 years | ||||
Customer Relationships [Member] | Options Medical [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite lived intangible assets, net acquired | $ 5,832 | ||||
Assigned Useful Life | 10 years | ||||
Assembled Workforce [Member] | Options Medical [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite lived intangible assets, net acquired | $ 568 | ||||
Assigned Useful Life | 5 years |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9,587 | $ 8,463 |
Work-in-process | 14,027 | 13,478 |
Finished products | 20,712 | 18,244 |
Field/consignment | 38,071 | 36,662 |
Inventories | $ 82,397 | $ 76,847 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Useful Lives of the Assets (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum [Member] | Buildings [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life, in years | 25 years |
Minimum [Member] | Plant and equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life, in years | 1 year |
Minimum [Member] | Instrumentation [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life, in years | 3 years |
Minimum [Member] | Computer software [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life, in years | 3 years |
Minimum [Member] | Furniture and fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life, in years | 4 years |
Maximum [Member] | Buildings [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life, in years | 33 years |
Maximum [Member] | Plant and equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life, in years | 10 years |
Maximum [Member] | Instrumentation [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life, in years | 4 years |
Maximum [Member] | Computer software [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life, in years | 7 years |
Maximum [Member] | Furniture and fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life, in years | 8 years |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | $ 17.7 | $ 15.9 | $ 18.3 | |
Increase in finance lease asset | $ 8 | |||
Increase in finance lease liability | $ 8 | |||
Internal-use Software [Member] | Minimum [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Estimated useful life | 3 years | |||
Internal-use Software [Member] | Maximum [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Estimated useful life | 7 years |
Property, Plant and Equipment_3
Property, Plant and Equipment - Schedule 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 | $ 212,932 | $ 181,862 |
Accumulated depreciation | (150,205) | (139,027) |
Property, plant, and equipment, net | 62,727 | 42,835 |
Buildings [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | 3,731 | 3,746 |
Plant and equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | 46,470 | 45,744 |
Instrumentation [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | 82,327 | 75,542 |
Computer software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | 49,696 | 47,322 |
Furniture and fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | 7,328 | 6,599 |
Construction in progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | 2,201 | $ 2,909 |
Finance lease assets [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 21,179 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | Feb. 06, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Cost | $ 105,566 | $ 93,779 | |
Accumulated amortization | (51,427) | (41,882) | |
Patents and other intangible assets, net | $ 54,139 | 51,897 | |
Weighted Average Amortization Period | 9 years | ||
Patents [Member] | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Cost | $ 42,034 | 39,085 | |
Accumulated amortization | $ (38,246) | (35,016) | |
Weighted Average Amortization Period | 10 years | ||
Developed Technology [Member] | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Cost | $ 39,200 | 12,400 | |
Accumulated amortization | $ (4,523) | (827) | |
Weighted Average Amortization Period | 10 years | 10 years | |
Customer Relationships [Member] | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Cost | $ 7,430 | ||
Accumulated amortization | $ (535) | ||
Weighted Average Amortization Period | 9 years | ||
Licenses and Other [Member] | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Cost | $ 15,960 | 14,654 | |
Accumulated amortization | $ (7,701) | (5,744) | |
Weighted Average Amortization Period | 7 years | ||
Trademarks-Finite Lived [Member] | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Cost | $ 942 | 840 | |
Accumulated amortization | $ (422) | (295) | |
Weighted Average Amortization Period | 10 years | ||
IPR&D [Member] | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Cost | $ 26,800 | ||
Weighted Average Amortization Period | Indefinite |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | Feb. 06, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Weighted Average Amortization Period | 9 years | |||
Amortization of intangible assets | $ 7 | $ 2.7 | $ 1.8 | |
Developed Technology [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Business acquisition, transfer from indefinite lived intangible assets to finite lived intangible assets | $ 26.8 | |||
Weighted Average Amortization Period | 10 years | 10 years |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Future Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2020 | $ 7,420 | |
2021 | 7,317 | |
2022 | 7,337 | |
2023 | 6,668 | |
2024 | 5,799 | |
Thereafter | 19,598 | |
Patents and other intangible assets, net | $ 54,139 | $ 51,897 |
Goodwill - Schedule of Net Carr
Goodwill - Schedule of Net Carrying Amount of Goodwill (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill [Line Items] | |
Goodwill, Beginning balance | $ 72,401 |
Goodwill, Adjustments | (1,224) |
Goodwill, Ending balance | 71,177 |
Global Spine [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning balance | 72,401 |
Goodwill, Adjustments | (1,224) |
Goodwill, Ending balance | $ 71,177 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2019 | Jan. 01, 2019 | |
Leases [Abstract] | |||
Operating lease assets | $ 5,798 | $ 20,200 | |
Operating lease liabilities | $ 5,959 | $ 20,500 | |
Increase in finance lease liability | $ 8,000 | ||
Increase in finance lease asset | $ 8,000 |
Leases - Summary of Net Impact
Leases - Summary of Net Impact of Adoption Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | |||||
Cash, cash equivalents, and restricted cash | $ 70,403 | $ 72,189 | $ 81,157 | $ 53,941 | |
Accounts receivable, net | 86,805 | 77,747 | |||
Inventories | 82,397 | 76,847 | |||
Prepaid expenses and other current assets | 20,948 | 17,856 | |||
Total current assets | 260,553 | 244,639 | |||
Property, plant, and equipment, net | 62,727 | 42,835 | |||
Intangible assets, net and goodwill | 124,298 | ||||
Deferred income taxes | 35,117 | 33,228 | |||
Other long-term assets | 11,907 | 21,641 | |||
Total assets | 495,620 | 466,641 | |||
Current liabilities | |||||
Accounts payable | 17,989 | ||||
Other current liabilities | 64,674 | 67,919 | |||
Total current liabilities | 84,883 | 85,908 | |||
Other long-term liabilities | 62,458 | 45,336 | |||
Total liabilities | 167,989 | 131,244 | |||
Shareholders’ equity | |||||
Common shares | 1,902 | 1,858 | |||
Additional paid-in capital | 271,019 | 243,165 | |||
Retained earnings | 57,749 | 87,078 | |||
Accumulated other comprehensive income | (3,039) | 3,296 | |||
Total shareholders’ equity | 327,631 | 335,397 | $ 296,608 | $ 263,477 | |
Total liabilities and shareholders’ equity | $ 495,620 | 466,641 | |||
ASU 2016-02 [Member] | |||||
Current assets | |||||
Cash, cash equivalents, and restricted cash | $ 72,189 | ||||
Accounts receivable, net | 77,747 | ||||
Inventories | 76,847 | ||||
Prepaid expenses and other current assets | 17,841 | ||||
Total current assets | 244,624 | ||||
Property, plant, and equipment, net | 42,835 | ||||
Intangible assets, net and goodwill | 124,298 | ||||
Deferred income taxes | 33,299 | ||||
Other long-term assets | 41,850 | ||||
Total assets | 486,906 | ||||
Current liabilities | |||||
Accounts payable | 17,989 | ||||
Other current liabilities | 70,085 | ||||
Total current liabilities | 88,074 | ||||
Other long-term liabilities | 63,364 | ||||
Total liabilities | 151,438 | ||||
Shareholders’ equity | |||||
Common shares | 1,858 | ||||
Additional paid-in capital | 243,165 | ||||
Retained earnings | 87,149 | ||||
Accumulated other comprehensive income | 3,296 | ||||
Total shareholders’ equity | 335,468 | ||||
Total liabilities and shareholders’ equity | $ 486,906 | ||||
ASU 2016-02 [Member] | Impact of Adoption of ASC 842 [Member] | |||||
Current assets | |||||
Prepaid expenses and other current assets | (15) | ||||
Total current assets | (15) | ||||
Deferred income taxes | 71 | ||||
Other long-term assets | 20,209 | ||||
Total assets | 20,265 | ||||
Current liabilities | |||||
Other current liabilities | 2,166 | ||||
Total current liabilities | 2,166 | ||||
Other long-term liabilities | 18,028 | ||||
Total liabilities | 20,194 | ||||
Shareholders’ equity | |||||
Retained earnings | 71 | ||||
Total shareholders’ equity | 71 | ||||
Total liabilities and shareholders’ equity | $ 20,265 |
Leases - Summary of Lease Portf
Leases - Summary of Lease Portfolio (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Assets | ||
Operating leases | $ 5,798 | $ 20,200 |
Operating lease, right-of-use asset, statement of financial position [Extensible List] | us-gaap:OtherAssetsNoncurrent | |
Finance leases | $ 20,207 | |
Finance lease, right-of-use asset, statement of financial position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | |
Total lease assets | $ 26,005 | |
Current | ||
Operating leases | $ 1,875 | |
Operating lease, liability, current, statement of financial position [Extensible List] | us-gaap:OtherLiabilitiesCurrent | |
Finance leases | $ 323 | |
Long-term | ||
Operating leases | $ 4,084 | |
Operating lease, liability, noncurrent, statement of financial position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | |
Finance leases | $ 20,648 | |
Total lease liabilities | $ 26,930 | |
Weighted Average Remaining Lease Term | ||
Operating leases | 4 years 2 months 12 days | |
Finance leases | 20 years 8 months 12 days | |
Weighted Average Discount Rate | ||
Operating leases | 2.33% | |
Finance leases | 4.38% |
Leases - Summary of Components
Leases - Summary of Components of Lease Costs (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Finance lease costs: | |
Amortization of right-of-use assets | $ 972 |
Interest on finance lease liabilities | 919 |
Operating lease costs | 2,161 |
Short-term lease costs | 255 |
Variable lease costs | 749 |
Total lease costs | $ 5,056 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | $ 4,075 |
Operating cash flows from finance leases | 919 |
Financing cash flows from finance leases | 365 |
Right-of-use assets obtained in exchange for lease obligations | |
Operating leases | 878 |
Finance leases | $ 21,179 |
Leases - Summary of Remaining L
Leases - Summary of Remaining Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Operating Leases | ||
2020 | $ 1,979 | |
2021 | 1,758 | |
2022 | 1,409 | |
2023 | 259 | |
2024 | 143 | |
Thereafter | 686 | |
Total undiscounted value of lease liabilities | 6,234 | |
Less: Interest | (275) | |
Present value of lease liabilities | 5,959 | $ 20,500 |
Current portion of lease liabilities | 1,875 | |
Long-term portion of lease liabilities | 4,084 | |
Total lease liabilities | 5,959 | $ 20,500 |
Finance Leases | ||
2020 | 1,013 | |
2021 | 1,414 | |
2022 | 1,442 | |
2023 | 1,471 | |
2024 | 1,501 | |
Thereafter | 25,706 | |
Total undiscounted value of lease liabilities | 32,547 | |
Less: Interest | (11,576) | |
Present value of lease liabilities | 20,971 | |
Current portion of lease liabilities | 323 | |
Long-term portion of lease liabilities | 20,648 | |
Total lease liabilities | $ 20,971 |
Other Current Liabilities - Sum
Other Current Liabilities - Summary of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Accrued expenses | $ 5,571 | $ 6,206 |
Salaries, bonuses, commissions and related taxes payable | 14,008 | 21,608 |
Accrued distributor commissions | 12,286 | 10,073 |
Accrued legal and settlement expenses | 9,227 | 4,196 |
Contingent consideration liability | 14,700 | 13,600 |
Short-term operating lease liability | 1,875 | |
Non-income taxes payable | 4,021 | 3,638 |
Other payables | 2,986 | 8,598 |
Other current liabilities | $ 64,674 | $ 67,919 |
Other Current Liabilities - Add
Other Current Liabilities - Additional Information (Detail) $ in Millions | Dec. 31, 2019USD ($) |
Payables And Accruals [Abstract] | |
Restructuring plan liability, current | $ 3.2 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | Oct. 25, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019EUR (€) | Aug. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||||
Debt issuance costs paid | $ 3,021,000 | $ 682,000 | $ 445,000 | |||
Cash paid to interest | 800,000 | 800,000 | 800,000 | |||
Italy [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 6,200,000 | 6,300,000 | € 5,500,000 | |||
Amended Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 300,000,000 | |||||
Credit agreement maturity date | Oct. 25, 2024 | |||||
Amount outstanding under lines of credit | 0 | |||||
Maximum borrowing capacity available for issuance of letters of credit | $ 50,000,000 | |||||
Maximum additional borrowing capacity | $ 150,000,000 | |||||
Line of credit facility, percentage of maximum incremental amount on consolidated EBITDA | 350.00% | |||||
Borrowers ability to increase amount of line of credit facility, Description | The Borrowers have the ability to increase the amount of the Facility, which increases may take the form of increases to the revolving credit commitments or the issuance of new term A loans, by an aggregate amount of up to the greater of $150 million or an incremental amount such that the total amount of the Facility does not exceed 350% of consolidated EBITDA of the Company (as determined for the four fiscal quarter period most recently ended for which financial statements are available), upon satisfaction of customary conditions precedent for such increases or incremental loans and receipt of additional commitments by one or more existing or new lenders. | |||||
Line of credit, leverage ratio | 3.5 | |||||
Line of credit, interest coverage ratio | 300.00% | |||||
Amended Credit Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity available for working capital and other general corporate purposes | $ 150,000,000 | |||||
Line of credit facility, unused commitment fee percentage | 0.25% | |||||
Line of credit, leverage ratio | 4 | |||||
Amended Credit Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Margin on variable rate | 2.25% | |||||
Amended Credit Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Margin on variable rate | 1.25% | |||||
Amended Credit Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, unused commitment fee percentage | 0.15% | |||||
Amended Credit Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Margin on variable rate | 1.25% | |||||
Amended Credit Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Margin on variable rate | 0.25% | |||||
2015 Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 125,000,000 | |||||
Debt issuance costs paid | 1,500,000 | |||||
Debt issuance costs capitalized | $ 1,800,000 | |||||
Debt issuance costs, net of accumulated amortization | 1,700,000 | 600,000 | ||||
Debt issuance costs amortized or expensed | $ 400,000 | $ 400,000 | $ 1,000,000 |
Fair Value Measurements and I_3
Fair Value Measurements and Investments- Schedule of Financial Assets and Liabilities Recorded at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Inputs, Level 3 [Member] | Debt Security [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Assets fair value | $ 0 | $ 17,820 | $ 16,050 | $ 12,220 |
Fair Value, Measurements, Recurring [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Assets fair value | 219 | 18,529 | ||
Contingent consideration | (42,700) | (28,560) | ||
Deferred compensation plan, Liabilities | (1,255) | (1,275) | ||
Liabilities fair value, Total | (43,955) | (29,835) | ||
Fair Value, Measurements, Recurring [Member] | Equity Securities [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Assets fair value | 219 | 219 | ||
Fair Value, Measurements, Recurring [Member] | Treasury Securities [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Assets fair value | 490 | |||
Fair Value, Measurements, Recurring [Member] | Debt Security [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Assets fair value | 17,820 | |||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Assets fair value | 490 | |||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Treasury Securities [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Assets fair value | 490 | |||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Assets fair value | 219 | 219 | ||
Deferred compensation plan, Liabilities | (1,255) | (1,275) | ||
Liabilities fair value, Total | (1,255) | (1,275) | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Equity Securities [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Assets fair value | 219 | 219 | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Assets fair value | 17,820 | |||
Contingent consideration | (42,700) | (28,560) | ||
Liabilities fair value, Total | $ (42,700) | (28,560) | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Debt Security [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Assets fair value | $ 17,820 |
Fair Value Measurements and I_4
Fair Value Measurements and Investments - Additional Information (Detail) - USD ($) | Mar. 01, 2019 | Feb. 14, 2019 | Apr. 30, 2018 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 06, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Increase in fair value primarily attributable to change in forecast of future net sales | $ 29,100,000 | ||||||
Spinal Kinetics [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Milestone achievement period | 5 years | 12 months | |||||
Contingent consideration | $ 42,700,000 | ||||||
Spinal Kinetics [Member] | Other Current Liabilities [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Contingent consideration | 14,700,000 | ||||||
Spinal Kinetics [Member] | Other Long-term Liabilities [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Contingent consideration | $ 28,000,000 | ||||||
Maximum [Member] | Spinal Kinetics [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Future milestone payments | $ 60,000,000 | ||||||
US Food And Drug Administration [Member] | Spinal Kinetics [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Future milestone payments | 15,000,000 | $ 15,000,000 | |||||
Payments obligation for contingent consideration | $ 15,000,000 | ||||||
Revenue Milestone [Member] | Spinal Kinetics [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Future milestone payments | $ 45,000,000 | ||||||
Bone Biologics Inc [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Warrants held for share purchases | 13 | ||||||
Weighted average exercise price of warrant | $ 10 | ||||||
Warrants exercisable period | 7 years | ||||||
Warrant expiration year | 2020 | ||||||
eNeura Inc [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Payments of restructured debt security | $ 4,000,000 | ||||||
Adjusted carrying value of restructured debt | 4,000,000 | ||||||
Other-than-temporary impairment on restructured debt securities | 6,500,000 | ||||||
eNeura Inc [Member] | Reclassification Out of Accumulated Other Comprehensive Income (Loss) [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Unrealized gains on restructured debt securities | $ 5,200,000 | ||||||
eNeura Inc [Member] | Amended and Restated Senior Secured Promissory Note [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Debt maturity date | Mar. 4, 2019 | ||||||
Principal amount of the debt security | $ 15,000 | ||||||
Accrued interest rate | 8.00% | ||||||
Debt securities, maturity date description | Amended and Restated Senior Secured Promissory Note with eNeura (the “Restructured Debt Security”) to restructure the debt security, which extended the maturity date to the earlier of (i) March 4, 2022, (ii) the effective date of a change in control, or (iii) the effective date of an initial public offering by eNeura, and which also eliminated the conversion feature included within the original note. | ||||||
Warrant exercisable price per share | $ 0.01 | ||||||
Warrant contractual term | 10 years | ||||||
Percentage of number of warrant issued equal to outstanding principal and accrued interest on debt security | 10.00% | ||||||
Debt security subject to certain anti-dilution provision price per share | $ 1 | ||||||
Debt securities amortized cost basis | $ 9,000,000 | ||||||
Equity Warrants [Member] | Bone Biologics Inc [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Warrants fair value Reduced | 0 | ||||||
Impairment charges on investment | $ 4,400,000 |
Fair Value Measurements and I_5
Fair Value Measurements and Investments - Schedule of Change in Valuation of Securities (Detail) - Bone Biologics Inc [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Equity securities and warrants beginning balance | $ 219 | $ 2,768 | $ 2,768 |
Purchase of additional common stock | 0 | 500 | 0 |
Fair value adjustments, expirations, and impairments recognized in other expense | 0 | (4,678) | 0 |
Equity securities and warrants ending balance | 219 | 219 | 2,768 |
ASU 2016-01 [Member] | |||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Impact of adoption of ASU 2016-01 recognized in other income | $ 0 | $ 1,629 | $ 0 |
Fair Value Measurements and I_6
Fair Value Measurements and Investments - Schedule of Reconciliation of Debt Securities (Detail) - Debt Security [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | $ 17,820 | $ 16,050 | $ 12,220 |
Gains (losses) recorded for the period | |||
Recognized in other expense, net | 0 | 0 | (5,585) |
Recognized in other comprehensive income (loss) | (2,593) | 1,770 | 9,415 |
Change in classification of debt security to held to maturity | (15,227) | 0 | 0 |
Issuance of Warrant as consideration for extension | 491 | 0 | 0 |
Impairment of Warrant | (491) | 0 | 0 |
Ending balance | $ 0 | $ 17,820 | $ 16,050 |
Fair Value Measurements and I_7
Fair Value Measurements and Investments - Schedule of Reconciliation For Contingent Consideration Measured At Fair Value Using Significant Unobservable Inputs (Level 3) (Detail) - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration at January 1 | $ 28,560 | |
Acquisition date fair value | $ 25,491 | |
Increase in fair value recognized in acquisition-related amortization and remeasurement | 29,140 | 3,069 |
Payment made | (15,000) | |
Contingent consideration at December 31 | $ 42,700 | $ 28,560 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2019 | Jul. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | ||||||
Contingencies, settlement agreement, terms | In January 2017, the SEC approved the Company’s offers of settlement in connection with the SEC’s investigations of accounting matters leading to the Company’s prior restatement of financial statements and the Company’s review of improper payments with respect to its subsidiary in Brazil. The settlements approved by the SEC resolved these two matters, and included payments totaling $14.4 million to the SEC of amounts previously accrued and funded into escrow during 2016. In addition, in 2017, the Company received a favorable insurance settlement of approximately $6 million associated with prior costs incurred related to these matters, which was recognized within general and administrative expenses. | |||||
Payments for SEC settlements | $ 14.4 | |||||
Insurance settlements received | $ 6 | |||||
Discontinued operations obligated to make final payment to insurer | $ 1.7 | |||||
Accrued other long-term liabilities | 4.9 | |||||
Estimated sales and marketing expense | 1.3 | $ 1 | $ 0.9 | |||
Freezing amount in cash resulted from court pending legal action issued | $ 2.6 | $ 0.7 | $ 2.5 | |||
Accruals related court pending legal dispute | $ 1.7 |
Shareholders' Equity - Componen
Shareholders' Equity - Components of Changes in Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning Balance | $ 335,397 | $ 296,608 | $ 263,477 |
Other comprehensive income (loss) | (3,246) | (53) | |
Income taxes | 642 | (438) | |
Interest income (expense), net | (122) | (828) | (416) |
Other expense, net | (8,143) | (6,381) | (4,004) |
Income taxes | 1,413 | 9,074 | 29,100 |
Ending Balance | 327,631 | 335,397 | 296,608 |
Reclassification Adjustments [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Interest income (expense), net | (1,034) | ||
Other expense, net | (5,193) | ||
Income taxes | 1,559 | ||
ASU 2018-02 [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Cumulative effect adjustment from adoption of ASU 2018-02 | 937 | ||
Currency Translation Adjustments [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning Balance | (2,386) | (563) | |
Other comprehensive income (loss) | (653) | (1,823) | |
Ending Balance | (3,039) | (2,386) | (563) |
Debt Security [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning Balance | 5,682 | 4,350 | |
Other comprehensive income (loss) | (2,593) | 1,770 | |
Income taxes | 642 | (438) | |
Ending Balance | 5,682 | 4,350 | |
Debt Security [Member] | Reclassification Adjustments [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Interest income (expense), net | (1,034) | ||
Other expense, net | (5,193) | ||
Income taxes | 1,559 | ||
Debt Security [Member] | ASU 2018-02 [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Cumulative effect adjustment from adoption of ASU 2018-02 | 937 | ||
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning Balance | 3,296 | 3,787 | (6,580) |
Ending Balance | (3,039) | $ 3,296 | $ 3,787 |
Accumulated Other Comprehensive Income (Loss) [Member] | ASU 2018-02 [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Cumulative effect adjustment from adoption of ASU 2018-02 | $ 937 |
Revenue Recognition and Accou_3
Revenue Recognition and Accounts Receivable - Schedule of Net Sales (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 | |
Revenue Recognition [Abstract] | |||||||||||
Product sales | $ 397,064 | $ 395,589 | $ 373,538 | ||||||||
Marketing service fees | 62,891 | 57,453 | 60,285 | ||||||||
Net sales | $ 121,494 | $ 113,499 | $ 115,850 | $ 109,112 | $ 121,078 | $ 111,708 | $ 111,547 | $ 108,709 | $ 459,955 | $ 453,042 | $ 433,823 |
Revenue Recognition and Accou_4
Revenue Recognition and Accounts Receivable - Additional Information (Detail) € in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2017USD ($) | Dec. 31, 2017EUR (€) | |
Revenue Recognition And Accounts Receivable [Line Items] | |||||||||||||||
Marketing service fees | $ 62,891,000 | $ 57,453,000 | $ 60,285,000 | ||||||||||||
Cost of sales | $ 26,191,000 | $ 24,896,000 | $ 25,812,000 | $ 23,708,000 | $ 25,626,000 | $ 24,020,000 | $ 22,835,000 | $ 24,147,000 | 100,607,000 | 96,628,000 | 93,037,000 | ||||
Sale of receivables | 10,900,000 | € 9.8 | 11,500,000 | € 9.8 | 11,200,000 | € 9.8 | |||||||||
Estimated related fees | 300,000 | 300,000 | 300,000 | ||||||||||||
Other Contract Assets [Member] | |||||||||||||||
Revenue Recognition And Accounts Receivable [Line Items] | |||||||||||||||
Other contract assets impairment | 0 | 0 | |||||||||||||
Other Long-Term Assets [Member] | |||||||||||||||
Revenue Recognition And Accounts Receivable [Line Items] | |||||||||||||||
Other contract assets | $ 3,700,000 | $ 1,900,000 | 3,700,000 | 1,900,000 | |||||||||||
Puerto Rico [Member] | |||||||||||||||
Revenue Recognition And Accounts Receivable [Line Items] | |||||||||||||||
Proceeds from settlement of trade accounts receivable | $ 1,400,000 | ||||||||||||||
Accounts receivable | 2,500,000 | 2,500,000 | |||||||||||||
Contractual allowances | 400,000 | $ 400,000 | |||||||||||||
Recovery of the allowance for doubtful accounts | $ 1,000,000 | ||||||||||||||
Shipping and Handling Costs [Member] | |||||||||||||||
Revenue Recognition And Accounts Receivable [Line Items] | |||||||||||||||
Cost of sales | 2,800,000 | $ 2,700,000 | $ 3,000,000 | ||||||||||||
Biologics [Member] | |||||||||||||||
Revenue Recognition And Accounts Receivable [Line Items] | |||||||||||||||
Marketing service fees | $ 62,900,000 | ||||||||||||||
Marketing service fee as percentage of segment revenues | 96.00% | 96.00% |
Business Segment Information -
Business Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2019Segment | |
Segment Reporting [Abstract] | |
Number of reporting segments | 2 |
Business Segment Information _2
Business Segment Information - Schedule of Net Sales by Major Product Category by Reporting Segment (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 | |
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | $ 121,494 | $ 113,499 | $ 115,850 | $ 109,112 | $ 121,078 | $ 111,708 | $ 111,547 | $ 108,709 | $ 459,955 | $ 453,042 | $ 433,823 |
Percent of Total Net Sales | 100.00% | 100.00% | 100.00% | ||||||||
Bone Growth Therapies [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | $ 197,181 | $ 195,252 | $ 185,900 | ||||||||
Percent of Total Net Sales | 42.90% | 43.10% | 42.90% | ||||||||
Spinal Implants [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | $ 94,544 | $ 91,658 | $ 81,957 | ||||||||
Percent of Total Net Sales | 20.60% | 20.20% | 18.90% | ||||||||
Biologics [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | $ 65,496 | $ 59,684 | $ 62,724 | ||||||||
Percent of Total Net Sales | 14.20% | 13.20% | 14.40% | ||||||||
Global Spine [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | $ 357,221 | $ 346,594 | $ 330,581 | ||||||||
Percent of Total Net Sales | 77.70% | 76.50% | 76.20% | ||||||||
Global Extremities [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | $ 102,734 | $ 106,448 | $ 103,242 | ||||||||
Percent of Total Net Sales | 22.30% | 23.50% | 23.80% |
Business Segment Information _3
Business Segment Information - Summary of EBIDTA by Reporting Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Total EBITDA | $ (2,228) | $ 42,372 | $ 56,931 |
Depreciation and amortization | (24,699) | (18,659) | (20,124) |
Interest expense, net | (122) | (828) | (416) |
Income (loss) before income taxes | (27,049) | 22,885 | 36,391 |
Operating Segments [Member] | Global Spine [Member] | |||
Segment Reporting Information [Line Items] | |||
Total EBITDA | 39,528 | 76,545 | 84,034 |
Operating Segments [Member] | Global Extremities [Member] | |||
Segment Reporting Information [Line Items] | |||
Total EBITDA | 7,496 | 9,453 | 7,143 |
Corporate, Non-Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Total EBITDA | $ (49,252) | $ (43,626) | $ (34,246) |
Business Segment Information _4
Business Segment Information - Schedule of Depreciation and Amortization by Reporting Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | $ 24,699 | $ 18,659 | $ 20,124 |
Operating Segments [Member] | Global Spine [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 14,329 | 9,512 | 9,834 |
Operating Segments [Member] | Global Extremities [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 5,575 | 5,342 | 6,040 |
Corporate, Non-Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | $ 4,795 | $ 3,805 | $ 4,250 |
Business Segment Information _5
Business Segment Information - Summary of Net Sales by Geographic Destination (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 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | $ 121,494 | $ 113,499 | $ 115,850 | $ 109,112 | $ 121,078 | $ 111,708 | $ 111,547 | $ 108,709 | $ 459,955 | $ 453,042 | $ 433,823 |
U.S. [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 361,939 | 355,353 | 345,145 | ||||||||
Italy [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 19,560 | 19,331 | 17,059 | ||||||||
Germany [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 12,688 | 11,606 | 7,063 | ||||||||
United Kingdom [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 10,090 | 8,731 | 8,725 | ||||||||
Brazil [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 7,685 | 7,120 | 10,356 | ||||||||
Others [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | $ 47,993 | $ 50,901 | $ 45,475 |
Business Segment Information _6
Business Segment Information - Summary of Net Sales by Geographic Destination for Each Reporting Unit (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 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | $ 121,494 | $ 113,499 | $ 115,850 | $ 109,112 | $ 121,078 | $ 111,708 | $ 111,547 | $ 108,709 | $ 459,955 | $ 453,042 | $ 433,823 |
Global Spine [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 357,221 | 346,594 | 330,581 | ||||||||
Global Extremities [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 102,734 | 106,448 | 103,242 | ||||||||
U.S. [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 361,939 | 355,353 | 345,145 | ||||||||
U.S. [Member] | Global Spine [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 335,410 | 326,994 | 318,227 | ||||||||
U.S. [Member] | Global Extremities [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 26,529 | 28,359 | 26,918 | ||||||||
International [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 98,016 | 97,689 | 88,678 | ||||||||
International [Member] | Global Spine [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 21,811 | 19,600 | 12,354 | ||||||||
International [Member] | Global Extremities [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | $ 76,205 | $ 78,089 | $ 76,324 |
Business Segment Information _7
Business Segment Information - Summary of Property, Plant and Equipment of Reporting Segments by Geographic Area (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment net | $ 62,727 | $ 42,835 |
U.S. [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment net | 51,278 | 31,344 |
Italy [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment net | 7,937 | 7,732 |
Germany [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment net | 849 | 861 |
United Kingdom [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment net | 1,082 | 896 |
Brazil [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment net | 141 | 191 |
Others [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment net | $ 1,440 | $ 1,811 |
Acquisition-Related Amortizat_3
Acquisition-Related Amortization and Remeasurement - Components of Acquisition-Related Amortization and Remeasurement (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Acquisition Related Amortization And Remeasurement [Abstract] | ||
Changes in fair value of contingent consideration | $ 29,140 | $ 3,069 |
Amortization of acquired intangibles | 5,072 | 1,255 |
Total | $ 34,212 | $ 4,324 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Detail) - USD ($) | Apr. 01, 2019 | Jan. 31, 2019 | Aug. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | Feb. 25, 2019 | Jun. 29, 2004 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Options outstanding | 1,301,314 | 1,175,887 | |||||||
Options exercisable | 896,836 | ||||||||
Income tax benefit related to expense | $ 3,500,000 | $ 3,200,000 | $ 3,400,000 | ||||||
Exercised stock option amount | 2,800,000 | ||||||||
Realized tax benefit amount | $ 300,000 | ||||||||
Closing stock price | $ 46.18 | ||||||||
Non-vested shares, vested in period | $ 2,700,000 | 0 | 0 | ||||||
Share-based compensation | 21,540,000 | 18,930,000 | 12,557,000 | ||||||
General and administrative [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Share-based compensation | 16,872,000 | 15,197,000 | 9,671,000 | ||||||
Transition and Retirement Agreement [Member] | General and administrative [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Share-based compensation | $ 6,500,000 | ||||||||
Global Spine [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Options outstanding | 50,711 | ||||||||
Options exercisable | 0 | ||||||||
Share based compensation, grant of restricted stock units | 14,743 | ||||||||
Share based compensation, vesting rights | 25.00% | ||||||||
Global Spine [Member] | Maximum [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Common stock acquire under stock option | 50,711 | ||||||||
Options Medical Founder[Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Unvested restricted stock and stock units outstanding | 25,478 | ||||||||
Share based compensation, grant of restricted stock units | 25,478 | ||||||||
Share based compensation, grant fair value of restricted stock units | $ 1,400,000 | ||||||||
Share based compensation, vesting rights | 33.33% | ||||||||
President and Chief Executive Officer [Member] | Transition and Retirement Agreement [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Transition consulting services payable per month | $ 40,000 | ||||||||
President and Chief Executive Officer [Member] | Transition and Retirement Agreement [Member] | First Anniversary [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Share based compensation, grant date fair market value of restricted stock units | $ 2,000,000 | ||||||||
2012 LTIP Plan [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Award Contractual term | 10 years | ||||||||
Amount of shares reserved for issuance | 4,750,000 | ||||||||
Options outstanding | 1,067,947 | ||||||||
Options exercisable | 714,180 | ||||||||
2004 LTIP [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Amount of shares reserved for issuance | 3,100,000 | ||||||||
Spinal Kinetics Inducement Plan [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Options outstanding | 7,156 | ||||||||
Number of shares reserved for employees | 51,705 | ||||||||
Stock Purchase Plan [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Amount of shares reserved for issuance | 2,350,000 | ||||||||
Maximum percentage of compensation eligible employees to be deducted for purchase of common stock | 25.00% | ||||||||
Purchase price of shares equivalent to fair market value | 85.00% | ||||||||
Shares issued under stock purchase plan | 1,827,147 | ||||||||
Stock Purchase Plan [Member] | Minimum [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Percentage of compensation eligible employees to be deducted for purchase of common stock | 1.00% | ||||||||
Restricted Stock [Member] | Global Spine [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Unvested restricted stock and stock units outstanding | 14,743 | ||||||||
Restricted Stock [Member] | 2012 LTIP Plan [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Unvested restricted stock and stock units outstanding | 119,217 | ||||||||
Restricted Stock [Member] | Spinal Kinetics Inducement Plan [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Unvested restricted stock and stock units outstanding | 5,608 | ||||||||
Restricted Stock Units [Member] | 2012 LTIP Plan [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Unvested restricted stock and stock units outstanding | 560,844 | ||||||||
Market-based Restricted Stock Units [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Share based compensation, grant of restricted stock units | 60,722 | ||||||||
Unamortized compensation expense | $ 3,800,000 | ||||||||
Weighted-average period for unamortized compensation cost expected to be recognized | 1 year 2 months 12 days | ||||||||
Aggregate intrinsic value of restricted stock outstanding | $ 11,900,000 | 14,200,000 | 10,200,000 | ||||||
Share-based compensation | $ 4,733,000 | 5,256,000 | 2,904,000 | ||||||
Common stock issued based on performance stock units | 1 | ||||||||
Percentage of performance to be achieved | 100.00% | ||||||||
Performance period | 3 years | ||||||||
Market-based Restricted Stock Units [Member] | Maximum [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Percentage of performance to be achieved | 200.00% | ||||||||
Market-based Restricted Stock Units [Member] | Minimum [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Percentage of performance to be achieved | 50.00% | ||||||||
Staff Share Option Plan [Member] | 2004 LTIP [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Options outstanding | 25,500 | ||||||||
Stock Option [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Service period | 4 years | ||||||||
Unamortized compensation expense | $ 3,700,000 | ||||||||
Weighted-average period for unamortized compensation cost expected to be recognized | 1 year 8 months 12 days | ||||||||
Total intrinsic value of options exercised | $ 1,400,000 | 3,200,000 | 2,200,000 | ||||||
Aggregate intrinsic value of options outstanding | 7,300,000 | 13,600,000 | 18,700,000 | ||||||
Aggregate intrinsic value of options exercisable | 6,700,000 | 11,000,000 | 12,400,000 | ||||||
Share-based compensation | $ 4,054,000 | 3,061,000 | 2,388,000 | ||||||
Time-based Restricted Stock Awards and Stock Units [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Share based compensation, grant of restricted stock units | 319,189 | ||||||||
Unamortized compensation expense | $ 15,300,000 | ||||||||
Weighted-average period for unamortized compensation cost expected to be recognized | 2 years 6 months | ||||||||
Vesting period | 4 years | ||||||||
Non-vested shares, vested in period | $ 9,500,000 | 8,000,000 | 7,300,000 | ||||||
Aggregate intrinsic value of restricted stock outstanding | 21,600,000 | 18,800,000 | 17,800,000 | ||||||
Share-based compensation | $ 11,084,000 | $ 7,265,000 | $ 5,540,000 | ||||||
Restricted Stock Unit with Deferred Delivery (DSUs) [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
Awards vested but not settled | 47,077 | ||||||||
Performance-based Restricted Stock Awards and Stock Units [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Share based compensation, grant of restricted stock units | 0 | 0 | 0 | ||||||
Share-based compensation | $ 1,998,000 | $ 462,000 | |||||||
Performance-based Restricted Stock Awards [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Share based compensation, grant of restricted stock units | 110,660 | ||||||||
Unamortized compensation expense | $ 0 | ||||||||
Non-vested shares, vested in period | 3,200,000 | 0 | 4,900,000 | ||||||
Aggregate intrinsic value of restricted stock outstanding | 0 | 2,900,000 | 3,000,000 | ||||||
Share-based compensation | 0 | 400,000 | 500,000 | ||||||
Performance-based Restricted Stock Units [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Share based compensation, grant of restricted stock units | 55,330 | ||||||||
Unamortized compensation expense | 0 | ||||||||
Aggregate intrinsic value of restricted stock outstanding | 0 | 2,500,000 | 3,000,000 | ||||||
Share-based compensation | $ 0 | $ 1,600,000 | $ 0 |
Share-based Compensation - Sche
Share-based Compensation - Schedule of Share-Based Compensation by Line Item in Consolidated Statements of Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share based compensation expense | $ 21,540 | $ 18,930 | $ 12,557 |
Stock options [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share based compensation expense | 4,054 | 3,061 | 2,388 |
Time-based Restricted Stock Awards and Stock Units [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share based compensation expense | 11,084 | 7,265 | 5,540 |
Performance-based Restricted Stock Awards and Stock Units [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share based compensation expense | 1,998 | 462 | |
Market-based Restricted Stock Units [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share based compensation expense | 4,733 | 5,256 | 2,904 |
Stock purchase plan [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share based compensation expense | 1,669 | 1,350 | 1,263 |
Cost of sales [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share based compensation expense | 715 | 522 | 486 |
Sales and marketing [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share based compensation expense | 2,512 | 1,802 | 1,471 |
General and administrative [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share based compensation expense | 16,872 | 15,197 | 9,671 |
Research and development [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share based compensation expense | $ 1,441 | $ 1,409 | $ 929 |
Share-based Compensation - Sc_2
Share-based Compensation - Schedule of Assumptions Used in Determining Fair Value of Stock Options Granted (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Abstract] | |||
Expected term (in years) | 5 years | 4 years 6 months | 4 years 6 months |
Expected volatility | 31.20% | ||
Expected volatility, minimum | 29.70% | 28.70% | |
Expected volatility, maximum | 31.00% | 30.10% | |
Risk free interest rate | 1.93% | ||
Risk free interest rate, minimum | 1.38% | 2.55% | |
Risk free interest rate, maximum | 2.31% | 2.79% | |
Weighted average grant date fair value | $ 14.64 | $ 16.28 | $ 13.32 |
Share-based Compensation - Sc_3
Share-based Compensation - Schedule of Stock Option Plans (Detail) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Outstanding at the beginning of the period (in shares) | shares | 1,175,887 |
Granted | shares | 279,248 |
Exercised | shares | (74,729) |
Forfeited or expired | shares | (79,092) |
Outstanding at the end of the period (in shares) | shares | 1,301,314 |
Vested and expected to vest | shares | 1,301,314 |
Exercisable (in shares) | shares | 896,836 |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 41.87 |
Granted | $ / shares | 49.17 |
Exercised | $ / shares | 37.20 |
Forfeited or expired | $ / shares | 54.84 |
Outstanding at the end of the period (in dollars per share) | $ / shares | 42.92 |
Vested and expected to vest | $ / shares | 42.92 |
Exercisable | $ / shares | $ 39.97 |
Options outstanding, weighted average remaining contractual term | 5 years 8 months 8 days |
Options vested and expected, weighted average remaining contractual term | 5 years 8 months 8 days |
Options exercisable, weighted average remaining contractual term | 4 years 2 months 26 days |
Share-based Compensation - Sc_4
Share-based Compensation - Schedule of Changes in Time-Based, Performance-Based and Market-Based Restricted Stock Awards and Stock Units (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Time-based Restricted Stock Awards and Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding at December 31, 2018 | 357,592 | ||
Granted (in shares) | 319,189 | ||
Vested and settled (in shares) | (157,053) | ||
Cancelled (in shares) | (51,000) | ||
Outstanding at December 31, 2019 | 468,728 | 357,592 | |
Outstanding at December 31, 2018 | $ 49.77 | ||
Granted (in dollars per share) | 52.48 | ||
Vested and settled (in dollars per share) | 46.82 | ||
Cancelled (in dollars per share) | 52.85 | ||
Outstanding at December 31, 2019 | $ 51.96 | $ 49.77 | |
Performance-based Restricted Stock Awards and Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding at December 31, 2018 | 102,155 | ||
Granted (in shares) | 0 | 0 | 0 |
Vested and settled (in shares) | (102,155) | ||
Outstanding at December 31, 2019 | 102,155 | ||
Outstanding at December 31, 2018 | $ 33.12 | ||
Vested and settled (in dollars per share) | $ 33.12 | ||
Outstanding at December 31, 2019 | $ 33.12 | ||
Market-based Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding at December 31, 2018 | 271,295 | ||
Granted (in shares) | 60,722 | ||
Cancelled (in shares) | (74,855) | ||
Outstanding at December 31, 2019 | 257,162 | 271,295 | |
Outstanding at December 31, 2018 | $ 57.44 | ||
Granted (in dollars per share) | 65.27 | ||
Cancelled (in dollars per share) | 15.92 | ||
Outstanding at December 31, 2019 | $ 60.08 | $ 57.44 |
Defined Contribution Plans an_2
Defined Contribution Plans and Deferred Compensation - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Amount of deferred compensation payable | $ 1.3 | $ 1.3 | |
U.S. [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employee contribution limit per calendar year (as a percent of compensation) | 80.00% | ||
Employer match of employee contributions of first level of eligible compensation (as a percent) | 100.00% | ||
Percentage of eligible compensation, matched by employer, level one | 2.00% | ||
Employer match of employee contributions of second level of eligible compensation (as a percent) | 50.00% | ||
Percentage of eligible compensation matched by employer, level two | 4.00% | ||
Expenses incurred for contribution plans | $ 2.7 | 2.3 | $ 2 |
Foreign Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Expenses incurred for contribution plans | $ 1 | $ 1.1 | $ 1.1 |
Italy [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Annual deferred compensation provision for leaving indemnity, as a percentage of total commissions earned | 3.80% | ||
Italy [Member] | Labor Force Concentration Risk [Member] | National Collective Labor Agreement [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Number of employees, percentage | 18.60% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) from Continuing Operations Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (24,890) | $ 28,642 | $ 27,774 |
Non-U.S. | (2,159) | (5,757) | 8,617 |
Income (loss) before income taxes | $ (27,049) | $ 22,885 | $ 36,391 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes on Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
U.S. | |||
Current | $ (1,911) | $ 9,480 | $ 3,620 |
Deferred | 2,008 | (3,430) | 20,222 |
Total U.S | 97 | 6,050 | 23,842 |
Non-U.S. | |||
Current | 1,931 | 2,255 | 4,062 |
Deferred | (615) | 769 | 1,196 |
Total Non U.S | 1,316 | 3,024 | 5,258 |
Income tax expense | $ 1,413 | $ 9,074 | $ 29,100 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation for Continuing Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Statutory U.S. federal income tax rate | $ (5,680) | $ 4,806 | $ 12,737 | |
State taxes, net of U.S. federal benefit | 1,043 | 1,038 | 1,598 | |
Foreign rate differential, including withholding taxes | 131 | 784 | (3,849) | |
Valuation allowances, net | (165) | 4,116 | 3,548 | |
Research credits | (829) | (710) | (397) | |
Italian subsidiary intangible asset | (230) | (381) | ||
Domestic manufacturing deduction | (818) | |||
Unrecognized tax benefits, net of settlements | (2,745) | 81 | 6,002 | |
Impact of the Tax Act | $ (600) | (560) | 8,347 | |
Equity compensation | 626 | (1,646) | 272 | |
Executive compensation | 1,504 | 606 | 123 | |
Contingent consideration | 5,678 | 528 | ||
Other, net | 1,850 | 261 | 1,918 | |
Income tax expense | $ 1,413 | $ 9,074 | $ 29,100 | |
Statutory U.S. federal income tax rate | 21.00% | 21.00% | 35.00% | |
State taxes, net of U.S. federal benefit | (3.90%) | 4.50% | 4.40% | |
Foreign rate differential, including withholding taxes | (0.50%) | 3.40% | (10.60%) | |
Valuation allowances, net | 0.60% | 18.00% | 9.70% | |
Research credits | 3.10% | (3.10%) | (1.10%) | |
Italian subsidiary intangible asset | (1.00%) | (1.00%) | ||
Domestic manufacturing deduction | (2.20%) | |||
Unrecognized tax benefits, net of settlements | 10.10% | 0.40% | 16.50% | |
Impact of the Tax Act | (2.40%) | 22.90% | ||
Equity compensation | (2.30%) | (7.20%) | 0.70% | |
Executive compensation | (5.60%) | 2.60% | 0.30% | |
Contingent consideration | (21.00%) | 2.30% | ||
Other, net | (6.70%) | 1.20% | 5.40% | |
Income tax expense/effective rate | (5.20%) | 39.70% | 80.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Components Of Income Tax Expense Benefit [Line Items] | |||||
Corporate income tax rate | 21.00% | 21.00% | 35.00% | ||
Additional income tax expense benefit | $ 8,300 | ||||
Tax cuts and jobs act of 2017 change in tax rate deferred tax assets and liability expected to reserve in future | $ 8,600 | ||||
Change of intention for foreign earnings | 0 | ||||
Tax cuts and jobs act of 2017 change in provisional income tax benefit | 300 | ||||
Impact of the Tax Act | $ (600) | $ (560) | 8,347 | ||
Cash paid related to taxes | $ 8,100 | 15,600 | 3,300 | ||
Net decrease in valuation allowance | 10,300 | ||||
Unremitted foreign earnings | $ 49,200 | 50,400 | |||
Minimum percentage of income tax benefit | 50.00% | ||||
Gross unrecognized tax benefit | $ 16,900 | 21,400 | |||
Net interest and penalties on unrecognized tax benefits | (100) | 1,400 | 2,300 | ||
Accrued interest and penalties related to unrecognized tax benefits | 6,600 | 6,700 | |||
Income taxes | 1,413 | $ 9,074 | $ 29,100 | ||
Internal Revenue Service [Member] | |||||
Components Of Income Tax Expense Benefit [Line Items] | |||||
Income taxes | (1,800) | ||||
Minimum [Member] | |||||
Components Of Income Tax Expense Benefit [Line Items] | |||||
Decrease in unrecognized tax benefits, exclusive of interest and penalties | 13,000 | ||||
Maximum [Member] | |||||
Components Of Income Tax Expense Benefit [Line Items] | |||||
Decrease in unrecognized tax benefits, exclusive of interest and penalties | 13,500 | ||||
State [Member] | |||||
Components Of Income Tax Expense Benefit [Line Items] | |||||
Operating loss carry forwards, net of tax | $ 35,500 | ||||
Operating loss carryforwards, expiration year | 2020 | ||||
State [Member] | Spinal Kinetics [Member] | |||||
Components Of Income Tax Expense Benefit [Line Items] | |||||
Operating loss carry forwards, net of tax | $ 22,000 | ||||
Federal [Member] | |||||
Components Of Income Tax Expense Benefit [Line Items] | |||||
Operating loss carry forwards, net of tax | $ 25,500 | ||||
Operating loss carryforwards, expiration year | 2026 | ||||
Research and development credits | $ 1,600 | ||||
Foreign Tax Authority | |||||
Components Of Income Tax Expense Benefit [Line Items] | |||||
Operating loss carry forwards, net of tax | $ 145,300 | ||||
Operating loss carryforwards, expiration year | 2020 |
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] | ||
Intangible assets and goodwill | $ 1,390 | $ 1,682 |
Inventories and related reserves | 13,216 | 12,151 |
Deferred revenue and cost of goods sold | 4,652 | 4,652 |
Other accruals and reserves | 4,337 | 2,799 |
Accrued compensation | 9,221 | 8,317 |
Allowance for doubtful accounts | 971 | 2,346 |
Net operating loss and tax credit carryforwards | 44,230 | 52,664 |
Lease liabilities | 6,268 | |
Other, net | 1,567 | 2,200 |
Total | 85,852 | 86,811 |
Valuation allowance | (38,741) | (49,014) |
Deferred tax asset | 47,111 | 37,797 |
Withholding taxes | 40 | |
Property, plant and equipment | (5,881) | (4,569) |
Right-of-use lease assets | (6,073) | |
Deferred tax liability | (11,994) | (4,569) |
Net deferred tax assets | $ 35,117 | $ 33,228 |
Income Taxes - Schedule of Gros
Income Taxes - Schedule of Gross Unrecognized Tax Benefits (Excluding Interest and Penalties) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Beginning Balance | $ 21,351 | $ 23,676 |
Additions for current year tax positions | 309 | 170 |
Increases for prior year tax positions | 1,711 | 1,653 |
Settlements of prior year tax positions | (1,183) | (1,499) |
Expiration of statutes | (5,284) | (2,649) |
Ending Balance | $ 16,904 | $ 21,351 |
Earnings Per Share (EPS) - Sche
Earnings Per Share (EPS) - Schedule of Reconciliation of Weighted Average Shares Used in the Diluted EPS (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Line Items] | |||
Weighted average common shares-basic | 18,903,289 | 18,494,002 | 18,117,405 |
Effect of diluted securities: | |||
Weighted average common shares-diluted | 18,903,289 | 18,911,610 | 18,498,745 |
Stock Options And Employee Stock Purchase Plan [Member] | |||
Effect of diluted securities: | |||
Effect of diluted securities | 313,648 | 209,691 | |
Time-Based Restricted Stock Awards [Member] | |||
Effect of diluted securities: | |||
Effect of diluted securities | 123,592 | ||
Performance-based Restricted Stock Awards [Member] | |||
Effect of diluted securities: | |||
Effect of diluted securities | 103,960 | 48,057 |
Earnings Per Share (EPS) - Addi
Earnings Per Share (EPS) - Additional Information (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted Stock And Performance Based Equity Awards [Member] | Stock options [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Weighted average outstanding options, awards not included in diluted earnings per share | 1,704,708 | 349,930 | 418,859 |
Quarterly Financial Data - Cond
Quarterly Financial Data - Condensed Consolidated Statement 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 Disclosure [Abstract] | |||||||||||
Net sales | $ 121,494 | $ 113,499 | $ 115,850 | $ 109,112 | $ 121,078 | $ 111,708 | $ 111,547 | $ 108,709 | $ 459,955 | $ 453,042 | $ 433,823 |
Cost of sales | 26,191 | 24,896 | 25,812 | 23,708 | 25,626 | 24,020 | 22,835 | 24,147 | 100,607 | 96,628 | 93,037 |
Gross profit | 95,303 | 88,603 | 90,038 | 85,404 | 95,452 | 87,688 | 88,712 | 84,562 | 359,348 | 356,414 | 340,786 |
Operating expense | 91,208 | 107,485 | 89,587 | 89,852 | 83,050 | 83,781 | 82,797 | 76,692 | 378,132 | 326,320 | |
Operating income (loss) | 4,095 | (18,882) | 451 | (4,448) | 12,402 | 3,907 | 5,915 | 7,870 | (18,784) | 30,094 | 40,811 |
Net income (loss) from continuing operations | 11,686 | (40,498) | (547) | 897 | 8,871 | (1,211) | 925 | 5,226 | (28,462) | 13,811 | 7,291 |
Net income (loss) | $ 11,686 | $ (40,498) | $ (547) | $ 897 | $ 8,871 | $ (1,211) | $ 925 | $ 5,226 | $ (28,462) | $ 13,811 | $ 6,223 |
Net income (loss) per common share — basic: | |||||||||||
Net income (loss) from continuing operations | $ 0.61 | $ (2.14) | $ (0.03) | $ 0.05 | $ 0.47 | $ (0.07) | $ 0.05 | $ 0.28 | $ (1.51) | $ 0.73 | $ 0.40 |
Net income (loss) | 0.61 | (2.14) | (0.03) | 0.05 | 0.47 | (0.07) | 0.05 | 0.28 | (1.51) | 0.73 | 0.34 |
Net income (loss) per common share — diluted: | |||||||||||
Net income (loss) from continuing operations | 0.60 | (2.14) | (0.03) | 0.05 | 0.46 | (0.07) | 0.05 | 0.27 | (1.51) | 0.72 | 0.39 |
Net income (loss) | $ 0.60 | $ (2.14) | $ (0.03) | $ 0.05 | $ 0.46 | $ (0.07) | $ 0.05 | $ 0.27 | $ (1.51) | $ 0.72 | $ 0.34 |
Quarterly Financial Data - Co_2
Quarterly Financial Data - Condensed Consolidated Statement of Operations (Parenthetical) (Detail) - USD ($) | 3 Months Ended | ||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Quarterly Financial Information [Line Items] | |||
Reclassification of operating expense to change in fair value of contingent consideration | $ 1,100,000 | ||
Maximum [Member] | |||
Quarterly Financial Information [Line Items] | |||
Reclassification of net income (loss) from discontinued operations to continuing operations | $ 10,000 | $ 10,000 | $ 10,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - Wittenstein [Member] - Purchase Agreement [Member] $ in Thousands | Feb. 03, 2020USD ($) |
Subsequent Event [Line Items] | |
Date of assets purchase agreement | Feb. 3, 2020 |
Cash consideration for assets acquired | $ 18 |