Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Dec. 31, 2013 | Feb. 24, 2014 | Jun. 30, 2013 |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'NUVASIVE INC | ' | ' |
Entity Central Index Key | '0001142596 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $1.10 |
Entity Common Stock, Shares Outstanding | ' | 45,926,605 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $102,825 | $123,299 |
Short-term marketable securities | 143,449 | 138,405 |
Accounts receivable, net of allowances of $3,481 and $2,780, respectively | 104,774 | 88,958 |
Inventory | 136,937 | 126,364 |
Deferred tax assets, current | 37,076 | 28,236 |
Prepaid expenses and other current assets | 10,947 | 8,487 |
Total current assets | 536,008 | 513,749 |
Property and equipment, net | 128,064 | 125,123 |
Long-term marketable securities | 79,829 | 84,412 |
Intangible assets, net | 93,986 | 101,362 |
Goodwill | 154,944 | 154,106 |
Deferred tax assets | 42,863 | 40,575 |
Restricted cash and investments | 119,195 | 118,995 |
Other assets | 24,679 | 25,463 |
Total assets | 1,179,568 | 1,163,785 |
Current liabilities: | ' | ' |
Accounts payable and accrued liabilities | 86,057 | 62,048 |
Accrued payroll and related expenses | 31,095 | 27,916 |
Senior Convertible Notes, current | 0 | 74,311 |
Total current liabilities | 117,152 | 164,275 |
Senior Convertible Notes | 346,060 | 332,404 |
Deferred tax liabilities | 2,934 | 3,129 |
Litigation liability | 93,700 | 101,200 |
Other long-term liabilities | 14,844 | 15,199 |
Commitments and contingencies | ' | ' |
Noncontrolling interests | 0 | 10,003 |
Stockholders' equity: | ' | ' |
Preferred stock, $0.001 par value; 5,000 shares authorized, none outstanding | 0 | 0 |
Common stock, $0.001 par value; 120,000 shares authorized at December 31, 2013 and 2012, respectively, 44,943 and 43,686 issued and outstanding at December 31, 2013 and 2012, respectively | 45 | 44 |
Additional paid-in capital | 769,203 | 714,865 |
Accumulated other comprehensive income | -3,238 | 786 |
Accumulated deficit | -170,218 | -178,120 |
Total stockholders' equity | 595,792 | 537,575 |
Noncontrolling Interest in Variable Interest Entity | 9,086 | 0 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 604,878 | 537,575 |
Total liabilities and stockholders' equity | $1,179,568 | $1,163,785 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowance for accounts receivables | $3,481 | $2,780 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 44,943,000 | 43,686,000 |
Common stock, shares outstanding | 44,943,000 | 43,686,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Statement [Abstract] | ' | ' | ' |
Revenue, Net | $685,173 | $620,255 | $540,506 |
Cost of goods sold (excluding amortization of purchased technology) | 180,484 | 153,409 | 112,111 |
Gross profit | 504,689 | 466,846 | 428,395 |
Operating expenses: | ' | ' | ' |
Sales, marketing and administrative | 420,064 | 372,416 | 349,052 |
Research and development | 32,209 | 35,296 | 38,408 |
Amortization of intangible assets | 19,326 | 12,430 | 6,609 |
Impairment of goodwill and intangible assets | 0 | 9,700 | 18,167 |
Litigation Award | 0 | 0 | 101,200 |
Total operating expenses | 471,599 | 429,842 | 513,436 |
Interest and other expense, net: | ' | ' | ' |
Interest income | 755 | 915 | 832 |
Interest expense | -27,178 | -27,710 | -17,933 |
Other income (expense), net | 3,101 | 1,047 | 2,078 |
Total interest and other expense, net | -23,322 | -25,748 | -15,023 |
Income (loss) before income taxes | 9,768 | 11,256 | -100,064 |
Income tax expense (benefit) | 2,783 | 8,814 | -29,043 |
Consolidated net income (loss) | 6,985 | 2,442 | -71,021 |
Net loss attributable to noncontrolling interests | -917 | -702 | -1,172 |
Net income (loss) attributable to NuVasive, Inc. | $7,902 | $3,144 | ($69,849) |
Net income (loss) per share attributable to NuVasive, Inc.: | ' | ' | ' |
Basic | $0.18 | $0.07 | ($1.73) |
Diluted | $0.17 | $0.07 | ($1.73) |
Weighted average shares outstanding: | ' | ' | ' |
Basic | 44,461 | 43,328 | 40,372 |
Diluted | 46,786 | 44,272 | 40,372 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Consolidated net income (loss) | $6,985 | $2,442 | ($71,021) |
Other comprehensive income (loss): | ' | ' | ' |
Unrealized gain (loss) on marketable securities, net of tax | -27 | 4 | 60 |
Translation adjustments, net of tax | -3,997 | 305 | -199 |
Other comprehensive income (loss): | -4,024 | 309 | -139 |
Total consolidated comprehensive income (loss) | 2,961 | 2,751 | -71,160 |
Plus: Net loss attributable to noncontrolling interests | 917 | 702 | 1,172 |
Comprehensive income (loss) attributable to NuVasive, Inc | $3,878 | $3,453 | ($69,988) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] |
In Thousands, unless otherwise specified | ||||||
Beginning Balance at Dec. 31, 2010 | $434,355 | $40 | $545,114 | $616 | ($111,415) | ' |
Beginning Balance, Shares at Dec. 31, 2010 | ' | 39,528 | ' | ' | ' | ' |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 494,045 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Issuance of common stock under employee and director stock option and purchase plans, Shares | ' | 591 | ' | ' | ' | ' |
Issuance of common stock under employee and director stock option and purchase plans | 6,852 | 0 | 6,852 | ' | ' | ' |
Issuance of common stock in connection with acquisitions, Shares | ' | 2,336 | ' | ' | ' | ' |
Issuance of common stock in connection with acquisitions | 39,248 | 2 | 39,246 | ' | ' | ' |
Stock-based compensation expense | 32,070 | ' | 32,070 | ' | ' | ' |
Sale of warrants | 47,898 | ' | 47,898 | ' | ' | ' |
Equity component of Senior Convertible Notes | 49,390 | ' | 49,390 | ' | ' | ' |
Convertible Note Hedge, net | -46,243 | ' | -46,243 | ' | ' | ' |
Tax benefits related to stock-based compensation awards | 463 | ' | 463 | ' | ' | ' |
Unrealized gain (loss) on marketable securities, net of tax | 60 | ' | ' | ' | ' | ' |
Foreign Currency Transaction Gain (Loss), Unrealized | -199 | ' | ' | ' | ' | ' |
Comprehensive income: | ' | ' | ' | ' | ' | ' |
Net income (loss) attributable to NuVasive, Inc | -69,849 | ' | ' | ' | -69,849 | ' |
Comprehensive income (loss) attributable to NuVasive, Inc | -139 | ' | ' | -139 | ' | ' |
Ending Balance at Dec. 31, 2011 | 494,045 | 42 | 674,790 | 477 | -181,264 | ' |
Ending Balance, Shares at Dec. 31, 2011 | ' | 42,455 | ' | ' | ' | ' |
Noncontrolling Interest in Variable Interest Entity | 0 | ' | ' | ' | ' | ' |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 537,575 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Issuance of common stock under employee and director stock option and purchase plans, Shares | ' | 756 | ' | ' | ' | ' |
Issuance of common stock under employee and director stock option and purchase plans | 4,884 | 1 | 4,883 | ' | ' | ' |
Issuance of common stock in connection with acquisitions, Shares | ' | 475 | ' | ' | ' | ' |
Issuance of common stock in connection with acquisitions | 7,560 | 1 | 7,559 | ' | ' | ' |
Stock-based compensation expense | 26,312 | ' | 26,312 | ' | ' | ' |
Tax benefits related to stock-based compensation awards | 1,321 | ' | 1,321 | ' | ' | ' |
Unrealized gain (loss) on marketable securities, net of tax | 4 | ' | ' | ' | ' | ' |
Foreign Currency Transaction Gain (Loss), Unrealized | 305 | ' | ' | ' | ' | ' |
Comprehensive income: | ' | ' | ' | ' | ' | ' |
Net income (loss) attributable to NuVasive, Inc | 3,144 | ' | ' | ' | 3,144 | ' |
Comprehensive income (loss) attributable to NuVasive, Inc | 309 | ' | ' | 309 | ' | ' |
Ending Balance at Dec. 31, 2012 | 537,575 | 44 | 714,865 | 786 | -178,120 | ' |
Ending Balance, Shares at Dec. 31, 2012 | ' | 43,686 | ' | ' | ' | ' |
Noncontrolling Interest in Variable Interest Entity | 9,086 | ' | ' | ' | ' | 9,086 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 604,878 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Issuance of common stock under employee and director stock option and purchase plans, Shares | ' | 1,257 | ' | ' | ' | ' |
Issuance of common stock under employee and director stock option and purchase plans | 8,422 | 1 | 8,421 | ' | ' | ' |
Stock-based compensation expense | 33,240 | ' | 33,240 | ' | ' | ' |
Tax benefits related to stock-based compensation awards | 12,677 | ' | 12,677 | ' | ' | ' |
Unrealized gain (loss) on marketable securities, net of tax | -27 | ' | ' | ' | ' | ' |
Foreign Currency Transaction Gain (Loss), Unrealized | -3,997 | ' | ' | ' | ' | ' |
Reclassifications of Temporary to Permanent Equity | ' | ' | ' | ' | ' | 9,489 |
Comprehensive income: | ' | ' | ' | ' | ' | ' |
Net income (loss) attributable to NuVasive, Inc | 7,902 | ' | ' | ' | 7,902 | ' |
Net Income (Loss) Attributable to Noncontrolling Interest | -403 | ' | ' | ' | ' | -403 |
Comprehensive income (loss) attributable to NuVasive, Inc | -4,024 | ' | ' | -4,024 | ' | ' |
Ending Balance at Dec. 31, 2013 | $595,792 | $45 | $769,203 | ($3,238) | ($170,218) | ' |
Ending Balance, Shares at Dec. 31, 2013 | ' | 44,943 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Operating activities: | ' | ' | ' |
Consolidated net income (loss) | $6,985 | $2,442 | ($71,021) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 63,106 | 51,909 | 36,242 |
Deferred income tax expense (benefit) | -11,341 | 4,525 | -30,967 |
Amortization of debt discount | 13,656 | 12,697 | 6,108 |
Amortization of debt issuance costs | 1,680 | 1,872 | 1,816 |
Stock-based compensation | 33,240 | 26,312 | 32,070 |
Impairment of goodwill and intangible assets | 0 | 9,700 | 18,167 |
Loss on repurchase of Senior Convertible Notes, net | 0 | 0 | 332 |
Gain recognized on change in fair value of derivatives | 0 | 0 | -2,387 |
Allowance for doubtful accounts and sales return reserves | 959 | 103 | 1,345 |
Allowance for excess and obsolete inventory, net of write-offs | 6,509 | 5,475 | 6,028 |
Other non-cash adjustments | 7,116 | 7,283 | 6,227 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ' | ' | ' |
Accounts receivable | -17,384 | -2,005 | -9,929 |
Inventory | -21,002 | -11,022 | -17,170 |
Prepaid expenses and other current assets | -3,608 | 12,725 | -14,396 |
Accounts payable and accrued liabilities | 21,803 | 2,938 | -3,385 |
Litigation liability | -7,500 | 0 | 101,200 |
Accrued payroll and related expenses | 3,220 | 5,128 | 2,685 |
Net cash provided by operating activities | 97,439 | 130,082 | 62,965 |
Investing activities: | ' | ' | ' |
Cash paid for business and asset acquisitions | -14,818 | -11,088 | -37,574 |
Purchases of property and equipment | -47,597 | -41,189 | -53,370 |
Purchases of marketable securities | -218,454 | -235,919 | -253,210 |
Sales of marketable securities | 216,299 | 246,504 | 151,966 |
Purchases of restricted investments | 0 | -113,281 | -4,536 |
Sale of restricted investments | 0 | 7,079 | 0 |
Payment for specific rights in connection with supply agreement, net of refund received | 0 | 0 | -5,000 |
Net cash used in investing activities | -64,570 | -147,894 | -201,724 |
Financing activities: | ' | ' | ' |
Proceeds from the sale of warrants | 0 | 0 | 47,898 |
Proceeds from the issuance of convertible debt, net of issuance costs | 0 | 0 | 391,445 |
Purchase of convertible note hedges | 0 | 0 | -80,097 |
Repayments of Long-term Debt | -74,311 | 0 | 0 |
Repurchase of 2013 Senior Convertible Notes | 0 | 0 | -154,164 |
Tax benefits related to stock-based compensation awards | 13,569 | 3,003 | 463 |
Proceeds from the issuance of common stock | 8,422 | 4,884 | 6,852 |
Payment of contingent consideration | 0 | -29,722 | -1,800 |
Other assets | -162 | -721 | -718 |
Net cash (used in) provided by financing activities | -52,482 | -22,556 | 209,879 |
Effect of exchange rate changes on cash | -861 | 175 | -225 |
Decrease (increase) in cash and cash equivalents | -20,474 | -40,193 | 70,895 |
Cash and cash equivalents at beginning of year | 123,299 | 163,492 | 92,597 |
Cash and cash equivalents at end of year | 102,825 | 123,299 | 163,492 |
Supplemental disclosure of non-cash transactions: | ' | ' | ' |
Issuance of common stock in connection with business and asset acquisitions | 0 | 7,560 | 39,248 |
Acquisition of property and equipment under capital leases | 325 | 60 | 1,386 |
Supplemental cash flow information: | ' | ' | ' |
Interest paid | 12,035 | 12,741 | 9,466 |
Income taxes paid | $3,196 | $2,934 | $2,082 |
Organization_and_Significant_A
Organization and Significant Accounting Policies | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||
Organization and Significant Accounting Policies | ' | |||||||||||
1. Organization and Significant Accounting Policies | ||||||||||||
Description of Business. NuVasive, Inc. (the Company or NuVasive) was incorporated in Delaware on July 21, 1997, and began commercializing its products in 2001. The Company is focused on developing minimally disruptive surgical products and procedurally integrated solutions for the spine. NuVasive's principal product offering includes a minimally disruptive surgical platform called Maximum Access Surgery, or MAS®, as well as an offering of biologics, cervical and motion preservation products. The MAS platform combines three categories of solutions that collectively minimize soft tissue disruption during spine fusion surgery, provide maximum visualization and are designed to enable reproducible outcomes for the surgeon. The platform includes a proprietary software-driven nerve detection and avoidance systems, NVM5 and NVJJB, and Intra-Operative Monitoring (IOM) support; MaXcess®, an integrated split-blade retractor system; and a wide variety of specialized implants. The individual components of NuVasive's MAS platform, and many of the Company's products, can also be used in open or traditional spine surgery. The Company continues to focus significant research and development efforts to expand its MAS product platform and advance the applications of its unique technology into procedurally integrated surgical solutions. The Company dedicates significant resources toward training spine surgeons on its unique technology and products. | ||||||||||||
The Company’s primary business model is to loan its MAS systems to surgeons and hospitals who purchase implants, biologics and disposables for use in individual procedures. In addition, for larger customers, the Company’s proprietary nerve monitoring systems, MaXcess and surgical instrument sets are placed with hospitals for an extended period at no up-front cost to them. The Company also offers a range of bone allograft in patented saline packaging, disposables and spine implants, which include its branded CoRoent® products and fixation devices such as rods, plates and screws. Implants, biologics and disposables are shipped from the Company’s inventories. The Company sells an immaterial quantity of MAS instrument sets, MaXcess and nerve monitoring systems to hospitals. | ||||||||||||
On October 7, 2011, the Company completed the acquisition of Impulse Monitoring, Inc. (Impulse Monitoring), a company which provides IOM services of the nervous system during spine and other surgeries. The acquisition complemented the Company’s existing nerve monitoring systems, which are designed for discreet and directional nerve avoidance and detection, making lateral access to the spine during the eXtreme lateral interbody fusion (XLIF®) procedure more safe and reproducible. | ||||||||||||
Basis of Presentation and Principles of Consolidation. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Additionally, the consolidated financial statements for all periods presented include the accounts of a variable interest entity, Progentix Orthobiology, B.V. (Progentix), which is consolidated pursuant to existing guidance issued by the Financial Accounting Standards Board (FASB). | ||||||||||||
As a result of the October 2011 acquisition of Impulse Monitoring, the Company maintains a contractual relationship with several physician practices (PCs) whereby the PCs provide the physician oversight service associated with the IOM services. Pursuant to such contractual arrangements, the Company provides management services to the PCs. As of December 31, 2013 and 2012, the associated PCs are American Neuromonitoring Associates, P.C.; Pacific Neuromonitoring Associates, Inc.; Keystone Neuromonitoring Associates, P.C.; North Pacific Neuromonitoring Associates, P.C.; and Midwest Neuromonitoring Associates, Inc. Under the management services agreements, the Company provides all non-medical services to the PCs in return for a management fee that is settled on a monthly basis. The management services include management reporting, billing and collections of all charges for medical services provided and all administrative support to the PCs. Pursuant to existing guidance issued by the FASB, the accompanying consolidated financial statements include the accounts of the PCs from the date of acquisition. | ||||||||||||
All significant intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||
Use of Estimates. To prepare financial statements in conformity with generally accepted accounting principles accepted in the United States of America, management must make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | ||||||||||||
Concentration of Credit Risk and Significant Customers. Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, short-term and long-term marketable securities and accounts receivable. The Company limits its exposure to credit loss by placing its cash and investments with high credit quality financial institutions. Additionally, the Company has established guidelines regarding diversification of its investments and their maturities, which are designed to maintain principal and maximize liquidity. No single customer represented greater than ten percent of sales or accounts receivable for any of the periods presented. | ||||||||||||
Fair Value of Financial Instruments. The Company’s financial instruments consist principally of cash and cash equivalents, short-term and long-term marketable securities, accounts receivable, accounts payable, accrued expenses, and Senior Convertible Notes. In addition, during the year ended December 31, 2011, financial instruments included a derivative liability and asset related to its Senior Convertible Notes. | ||||||||||||
The carrying amounts of financial instruments such as cash equivalents, accounts receivable, accounts payable and accrued expenses approximate the related fair values due to the short-term maturities of these instruments. Marketable securities consist of available-for-sale securities that are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity. The estimated fair value of the Senior Convertible Notes is determined by using available market information as of the reporting date. | ||||||||||||
In June 2011, the Company issued $402.5 million principal amount of 2.75% Senior Convertible Notes due 2017 (the 2017 Notes). Prior to September 28, 2011, the 2017 Notes could only be settled in cash. On September 28, 2011, stockholder approval was obtained to increase the number of the Company’s authorized shares of common stock from 70 million to 120 million. Prior to obtaining stockholder approval, in accordance with authoritative guidance, the cash conversion feature of the 2017 Notes (the 2017 Notes Embedded Conversion Derivative) required bifurcation from the 2017 Notes and was accounted for as a derivative liability. | ||||||||||||
In connection with the issuance of the 2017 Notes, the Company entered into convertible note hedge transactions (the 2017 Hedge) entitling the Company to purchase up to 9,553,096 shares of the Company’s common stock at an initial stock price of $42.13 per share, each of which is subject to adjustment. Prior to obtaining the stockholder approval to increase the number of the Company’s authorized shares of common stock discussed above, the 2017 Hedge could only be settled in cash. In accordance with authoritative guidance, the 2017 Hedge was accounted for as a derivative asset. | ||||||||||||
Upon obtaining stockholder approval to increase the number of authorized shares of the Company’s common stock, the Company can now settle the 2017 Notes in cash, stock, or a combination thereof, solely at the Company’s election. In accordance with authoritative guidance, the derivative liability and asset were marked to fair value and reclassified to stockholders’ equity. | ||||||||||||
During the year ended December 31, 2011, the Company recognized non-cash income of approximately $2.4 million related to the net change in the fair values of the derivative liability and asset. This $2.4 million consists of a $39.5 million gain related to the change in the fair value of the derivative liability and a loss of $37.1 million related to the change in the fair value of the derivative asset. Gains and losses were recorded in the statement of operations as a component of other expense, net. | ||||||||||||
Cash and Cash Equivalents. The Company considers all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. | ||||||||||||
Marketable Securities. The Company defines marketable securities as income yielding securities that can be readily converted into cash. Marketable securities consist of certificates of deposit, corporate notes, commercial paper, U.S. government treasury securities, and securities of government-sponsored entities. | ||||||||||||
Revenue Recognition. In accordance with the Securities and Exchange Commission's guidance, the Company recognizes revenue when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the selling price is fixed or determinable; and (iv) collectability is reasonably assured. Specifically, revenue from the sale of implants, biologics and disposables is generally recognized upon acknowledgment of a purchase order from the hospital indicating product use or implantation or upon shipment to third-party customers who immediately accept title. Revenue from the sale of instrument sets is recognized upon receipt of a purchase order and the subsequent shipment to customers who immediately accept title. | ||||||||||||
Monitoring service revenue consists of hospital based revenues and net patient service revenues and is recorded in the period the service is provided. Hospital based revenues are recorded based upon contracted billing rates. Net patient services are billed to various payers, including Medicare, commercial insurance companies, other directly billed managed healthcare plans, employers, and individuals. The Company reports revenues from contracted payers, including Medicare, certain insurance companies and certain managed healthcare plans, based on the contractual rate, or in the case of Medicare, the published fee schedules. The Company reports revenues from non-contracted payers, including certain insurance companies and individuals, based on the amount expected to be collected. The difference between the amount billed and the amount expected to be collected from non-contracted payers is recorded as a contractual allowance to arrive at net revenues. The expected revenues from non-contracted payers are based on the historical collection experience of each payer or payer group, as appropriate. In each reporting period, the Company reviews the historical collection experience for non-contracted payers and adjusts the expected revenues for current and subsequent periods accordingly. | ||||||||||||
Accounts Receivable and Related Valuation Accounts. Accounts receivable in the accompanying consolidated balance sheets are presented net of allowances for doubtful accounts and sales returns. | ||||||||||||
The Company performs credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers. The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for specific receivables if and when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices as well as a review of the overall quality and age of those invoices not specifically reviewed. In determining the provision for invoices not specifically reviewed, the Company analyzes historical collection experience and current economic trends. | ||||||||||||
In addition, the Company establishes a reserve for estimated sales returns that is recorded as a reduction to revenue. This reserve is maintained to account for the future return of products sold in the current period. Product returns were not material for the years ended December 31, 2013, 2012 and 2011. | ||||||||||||
Inventory. Inventory consists primarily of purchased finished goods, which includes specialized implants and disposables, and is stated at the lower of cost or market determined by a weighted average cost method. Approximately $5.9 million and $7.4 million of inventory was held at consigned locations at December 31, 2013 and 2012, respectively. The Company reviews the components of its inventory on a periodic basis for excess and obsolescence and records a reserve for the identified items. At December 31, 2013 and 2012, the balance of the allowance for excess and obsolete inventory is $21.9 million and $16.9 million, respectively. | ||||||||||||
Goodwill and Intangible Assets. Goodwill represents the excess of the aggregate purchase price over the fair value of the tangible and identifiable intangible assets acquired by the Company. Intangible assets are initially measured at their fair value, determined either by the fair value of the consideration exchanged for the intangible asset, or the estimated discounted cash flows expected to be generated from the intangible asset. | ||||||||||||
The goodwill recorded as a result of the business combinations in the years presented is not deductible for tax purposes. Goodwill and indefinite lived intangible assets, which consists of in-process research and development acquired, are not amortized. The Company assesses goodwill and indefinite lived intangible assets for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstance warrant such a review. For purposes of assessing the impairment of goodwill, the Company estimates the value of its primary reporting unit using its market capitalization as the best evidence of fair value. For other reporting units, the Company estimates the fair value using the income approach valuation methodology based on discounted cash flows. If the carrying amount of a reporting unit exceeds its fair value, then a goodwill impairment test is performed to measure the amount of the impairment loss, if any. During 2013, consistent with the continued integration of Impulse Monitoring into the Company's core business, discrete financial information for Impulse Monitoring is no longer available which resulted in the combination of the former Impulse Monitoring reporting unit into the Company's primary reporting unit. As such, in 2013, the Company had two reporting units; the Progentix reporting unit and the remainder of the Company. During the years ended December 31, 2013 and 2011, the Company did not record any impairment charges related to goodwill. During the fourth quarter of 2012, the Company updated its discounted cash flow valuation model for Impulse Monitoring and based on management's current estimates of revenues and expenses, related cash flows and the discount rate used in the model, the estimated fair value of the then Impulse Monitoring's reporting unit was less than its carrying value. Management's estimates of revenues and related cash flows reflected the impacts of the significant coding changes for IOM services which took effect in 2013 and resulted in reduced reimbursement for IOM services. In accordance with the authoritative guidance, the Company recorded an impairment charge to Impulse Monitoring's goodwill of $8.3 million. | ||||||||||||
During the years ended December 31, 2012 and 2011, the Company recorded impairment charges of $1.4 million and $17.6 million, respectively, related to the in process research and development recorded for the PCM® device acquired from Cervitech in 2009. The primary factor contributing to this impairment charge was the reduction in management’s revenue estimate and the related decrease to the estimated cash flows for this device. The PCM device received U.S. Food and Drug Administration (FDA) approval in late 2012. | ||||||||||||
Intangible assets with a finite life, such as acquired technology, customer relationships, manufacturing know-how, licensed technology, supply agreements and certain trade names and trademarks, are amortized on a straight-line basis over their estimated useful life, ranging from one to 17 years. Intangible assets with a finite life are tested for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. | ||||||||||||
In determining the useful lives of intangible assets, the Company considers the expected use of the assets and the effects of obsolescence, demand, competition, anticipated technological advances, changes in surgical techniques, market influences and other economic factors. For technology based intangible assets, the Company considers the expected life cycles of products which incorporate the corresponding technology. Trademarks and trade names that are related to products are assigned lives consistent with the period in which the products bearing each brand are expected to be sold. | ||||||||||||
Property and Equipment. Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from three to 20 years. Maintenance and repairs are expensed as incurred. The Company amortizes leasehold improvements over their estimated useful lives or the term of the applicable lease, whichever is shorter. | ||||||||||||
The Company reviews property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset are less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset exceeds its fair value. | ||||||||||||
Research and Development. Research and development costs are expensed as incurred. | ||||||||||||
Product Shipment Costs. Amounts billed to customers for shipping and handling of products are reflected in revenues and are not significant for any period presented. Product shipment costs are included in sales, marketing and administrative expense in the accompanying consolidated statements of operations and were $21.7 million, $17.6 million, and $18.8 million for the years ended December 31, 2013, 2012, and 2011, respectively. | ||||||||||||
Income Taxes. A deferred tax asset or liability is determined based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. | ||||||||||||
Loss Contingencies. The Company is involved in a number of legal actions arising out of the normal course of our business. The outcomes of these legal actions are not within the Company's complete control and may not be known for prolonged periods of time. In some actions, the claimants seek damages as well as other relief, including injunctions barring the sale of products that are the subject of the lawsuit, that could require significant expenditures or result in lost revenues. In accordance with authoritative guidance, the Company discloses information regarding each material claim where the likelihood of a loss contingency is probable or reasonably possible. An estimated loss contingency is accrued in the Company's financial statements if it is both probable that the liability has been incurred and the amount of the loss can be reasonably estimated. If a loss is reasonably possible and can be reasonably estimated, the estimated loss or range of loss is disclosed in the notes to the consolidated financial statements. In most cases, significant judgment is required to estimate the amount and timing of a loss to be recorded. | ||||||||||||
Net Income (Loss) Per Share. The Company computes basic net income (loss) per share using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would be anti-dilutive. For purposes of this calculation, common stock equivalents include the Company’s stock options, unvested restricted stock units (RSUs), including those with performance and market conditions, warrants, and the shares to be issued upon the conversion of the Senior Convertible Notes. No shares related to the assumed conversion of the Senior Convertible Notes were included in the diluted net income (loss) calculation for the years ended December 31, 2013, 2012 and 2011 because the inclusion of such shares would have had an anti-dilutive effect. The shares to be issued upon exercise of all outstanding warrants were excluded from the diluted net income (loss) calculation for all years presented because the inclusion of such shares would have had an anti-dilutive effect. | ||||||||||||
The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except share data): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerator: | ||||||||||||
Net income (loss) attributable to NuVasive, Inc. | $ | 7,902 | $ | 3,144 | $ | (69,849 | ) | |||||
Denominator for basic and diluted net income (loss) per share: | ||||||||||||
Weighted average common shares outstanding for basic | 44,461 | 43,328 | 40,372 | |||||||||
Dilutive potential common stock outstanding: | ||||||||||||
Stock options and Employee Stock Purchase Plan (ESPP) | 416 | 177 | — | |||||||||
Restricted stock units | 1,909 | 767 | — | |||||||||
Weighted average common shares outstanding for diluted | 46,786 | 44,272 | 40,372 | |||||||||
Basic net income (loss) per share attributable to NuVasive, Inc. | $ | 0.18 | $ | 0.07 | $ | (1.73 | ) | |||||
Diluted net income (loss) per share attributable to NuVasive, Inc. | $ | 0.17 | $ | 0.07 | $ | (1.73 | ) | |||||
The following weighted outstanding common stock equivalents were not included in the calculation of net income (loss) per diluted share because their effects were anti-dilutive (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Stock options, ESPP shares and unvested restricted stock units | 5,015 | 6,592 | 8,091 | |||||||||
Warrants | 12,709 | 14,694 | 10,009 | |||||||||
Senior Convertible Notes | 9,890 | 11,214 | 8,948 | |||||||||
Total | 27,614 | 32,500 | 27,048 | |||||||||
Comprehensive Income (Loss). Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) includes unrealized gains or losses on the Company’s marketable securities and foreign currency translation adjustments. The cumulative translation adjustments included in accumulated other comprehensive income (loss) were a net cumulative loss of $3.3 million at December 31, 2013 and a net cumulative gain of $0.7 million at December 31, 2012. | ||||||||||||
Recently Adopted Accounting Standards. Effective January 1, 2013, the Company adopted the FASB's requirements for improved transparency of reporting reclassifications out of accumulated other comprehensive income (AOCI). The guidance requires companies to report, in one place, information about reclassifications out of AOCI and to present reclassifications by component when reporting changes in AOCI balances. The adoption of this authoritative guidance did not have an impact on the Company's financial position or results of operations. | ||||||||||||
Change in Accounting Estimate. During the first quarter of 2011, the Company completed a review of the estimated useful life of its surgical instrument sets. Based on historical useful life information, as well as forecasted product life cycles and demand expectations, the useful life of certain surgical instrument sets was extended from three to four years. In accordance with authoritative guidance, this was accounted for as a change in accounting estimate and was made on a prospective basis effective January 1, 2011. For the year ended December 31, 2013, depreciation expense, which is included in sales, marketing and administrative expenses, was higher by approximately $4.6 million than it would have been had the useful life of these assets not been extended. For the years ended December 31, 2012 and 2011, depreciation expense was lower by approximately $1.2 million and $5.9 million, respectively, than it would have been had the useful life of these assets not been extended. The effect of this change on net income for the years ended December 31, 2013, 2012, and 2011 was $3.3 million, $0.7 million, and $4.2 million, respectively. The effect of this change on both basic and diluted earnings per share for the year ended December 31, 2013 was a decrease of $0.07 per share. The effect of this change on both basic and diluted earnings per share for the years ended December 31, 2012 and 2011 was an increase of $0.02, and $0.10 per share, respectively. | ||||||||||||
Reclassifications and Adjustments. Certain reclassifications have been made to the prior year consolidated financial statements and notes to conform to the current year presentation. | ||||||||||||
During the year ended December 31, 2011, the Company identified an immaterial error in the consolidated financial statements for the year ended December 31, 2010 related to the accrual of payroll expenses. Based on a quantitative and qualitative analysis of the error as required by authoritative guidance, management concluded that the correction, which increased expenses by approximately $1.3 million for the year ended December 31, 2011, had no material impact on any of the Company’s previously issued financial statements, was immaterial to the full year results for 2011 and had no effect on the trend of financial results. Of the $1.3 million, approximately $1.0 million and $0.3 million was charged to sales, marketing and administrative expenses and research and development expenses, respectively. |
Business_Combinations
Business Combinations | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Business Combination, Description [Abstract] | ' | |||||||
Business Combinations | ' | |||||||
2. Business Combinations | ||||||||
Impulse Monitoring, Inc. Acquisition | ||||||||
On October 7, 2011 (the Closing Date), the Company completed the purchase of all of the outstanding shares of Impulse Monitoring pursuant to an Agreement and Plan of Merger dated September 28, 2011 for the aggregate purchase price of approximately $80.9 million, consisting of cash totaling approximately $41.7 million and the issuance of 2,336,200 shares of NuVasive common stock to certain stockholders of Impulse Monitoring. Impulse Monitoring provides IOM services for insight into the nervous system during spine and other surgeries. The acquisition complemented the Company’s existing nerve monitoring systems, which are designed for discreet and directional nerve avoidance and detection, making lateral access to the spine during the XLIF procedure more safe and reproducible. The Company allocated the purchase price to the assets acquired and liabilities assumed at estimated fair values as of the closing date. The excess of the purchase price over the aggregate fair values of approximately $57.7 million was recorded as goodwill. | ||||||||
During the fourth quarter of 2012, the Company updated its discounted cash flow valuation model for Impulse Monitoring and based on management's current estimates of revenues and expenses, related cash flows and the discount rate used in the model, the estimated fair value of the then Impulse Monitoring reporting unit was less than its carrying value. Management's estimates of revenues and related cash flows reflect the impacts of the significant coding changes for IOM services which took effect in 2013 and resulted in reduced reimbursement for IOM services. In accordance with the authoritative guidance, the Company recorded an impairment charge to Impulse Monitoring's goodwill of $8.3 million. | ||||||||
As a result of the acquisition, the Company maintains a contractual relationship with several PCs whereby the PCs provide the physician oversight service associated with the IOM services. Pursuant to such contractual arrangements, the Company provides management services to the PCs in return for a management fee that is settled on a monthly basis. Pursuant to existing guidance issued by the FASB, the accompanying consolidated financial statements include the accounts of the PCs from the date of acquisition. The liabilities recognized as a result of consolidating the PCs, which are not material, do not represent additional claims on the Company’s general assets. The creditors of the PCs have claims only on the assets of the PCs, which are not material, and the assets of the PCs are not available to the Company. | ||||||||
Results of Operations | ||||||||
The accompanying consolidated statement of operations reflects the operating results of Impulse Monitoring since the date of the acquisition. The revenues and amount of loss attributable to Impulse Monitoring included in the Company’s consolidated statement of operations from the acquisition date to December 31, 2011 was $8.5 million and $1.0 million, respectively. For the year ended December 31, 2011, the Company’s consolidated results of operations include acquisition-related expenses of $1.5 million which are included in sales, marketing and administrative expenses. | ||||||||
The Company has prepared the following unaudited pro forma financial statement information to compare results of the periods presented assuming the Impulse Monitoring acquisition had occurred as of January 1, 2010. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be an indicator of the results of operations that would have actually resulted had the acquisition occurred at the beginning of each of the periods presented, or of future results of operations. Assuming the Impulse Monitoring acquisition occurred as of January 1, 2010, the pro forma unaudited results of operations would have been as follows for the year ended December 31, 2011 (in thousands, except per share data): | ||||||||
Year Ended | ||||||||
December 31, 2011 | ||||||||
Revenue | $ | 570,410 | ||||||
Net (loss) income attributable to NuVasive, Inc. | $ | (67,176 | ) | |||||
Net (loss) income per share — basic | $ | (1.59 | ) | |||||
Net (loss) income per share — diluted | $ | (1.59 | ) | |||||
The above pro forma unaudited results of operations do not include pro forma adjustments relating to costs of integration or post-integration cost reductions that may have been incurred or realized by the Company. | ||||||||
Investment in Progentix Orthobiology, B.V. | ||||||||
In 2009, the Company completed the purchase of forty percent (40%) of the capital stock of Progentix, a company organized under the laws of the Netherlands, from existing shareholders (the Progentix Shareholders) pursuant to a Preferred Stock Purchase Agreement for $10 million in cash (the Initial Investment). Concurrent with the Initial Investment, NuVasive and Progentix also entered into a Senior Secured Facility Agreement, whereby Progentix may borrow up to $5.0 million from NuVasive to fund ongoing clinical and regulatory efforts (the Loan). At December 31, 2013, the Company had advanced Progentix the full $5.0 million in accordance with the loan agreement. The Loan accrues interest at a rate of six percent (6%) per year. Other than its obligations under the Loan, NuVasive is not obligated to provide additional funding. | ||||||||
Also concurrent with the Preferred Stock Purchase Agreement, NuVasive, Progentix and the Progentix Shareholders entered into an Option Purchase Agreement, as amended (the Option Agreement), whereby NuVasive was obligated under certain circumstances, and had the option under other circumstances, to purchase the remaining sixty percent (60%) of capital stock of Progentix (Remaining Shares) from its shareholders for an amount up to $35.0 million, subject to certain reductions. The Option Agreement expired unexercised on June 13, 2013. NuVasive and Progentix also entered into a Distribution Agreement, as amended, whereby Progentix appointed NuVasive as its exclusive distributor for certain Progentix products. The Distribution Agreement will be in effect for a term of ten years unless terminated earlier in accordance with its terms. | ||||||||
In accordance with authoritative guidance, the Company has determined that Progentix is a variable interest entity as it does not have the ability to finance its activities without additional subordinated financial support and its equity investors will not absorb their proportionate share of expected losses and will be limited in the receipt of the potential residual returns of Progentix. Additionally, pursuant to this guidance, NuVasive is considered its primary beneficiary as NuVasive has both (1) the power to direct the economically significant activities of Progentix and (2) the obligation to absorb losses of, or the right to receive benefits from, Progentix. Accordingly, the financial position and results of operations of Progentix have been included in the Company’s consolidated financial statements from the date of the Initial Investment. The liabilities recognized as a result of consolidating Progentix do not represent additional claims on the Company’s general assets. The creditors of Progentix have claims only on the assets of Progentix, which are not material, and the assets of Progentix are not available to NuVasive. | ||||||||
Pursuant to authoritative guidance, the equity interests in Progentix not owned by the Company, which includes shares of both common and preferred stock, are reported as noncontrolling interests on the consolidated balance sheet of the Company. The preferred stock represents 18% of the noncontrolling equity interests and provides for a cumulative 8% dividend, if and when declared by Progentix’s Board of Directors. As the rights of the preferred stock are substantially the same as those of the common stock, the preferred stock is classified as noncontrolling interest and shares in the allocation of the losses incurred by Progentix. Losses incurred by Progentix are charged to the Company and to the noncontrolling interest holders based on their ownership percentage. The Remaining Shares and the Option Agreement that was entered into between NuVasive, Progentix and the Progentix Shareholders were not considered to be freestanding financial instruments during the Option Period as defined by authoritative guidance. Therefore, during the Option Period, the Remaining Shares and the Option Agreement were accounted for as a combined unit on the consolidated financial statements as a redeemable noncontrolling interest that was initially recorded at fair value and classified as mezzanine equity. Upon the expiration of the Option Agreement on June 13, 2013, the noncontrolling interest was no longer redeemable and therefore, pursuant to the authoritative guidance, the noncontrolling interest was reclassified out of mezzanine equity to its own component of total equity within the Company's consolidated balance sheet. | ||||||||
Total assets and liabilities of Progentix included in the accompanying consolidated balance sheet are as follows (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Total current assets | $ | 580 | $ | 657 | ||||
Identifiable intangible assets, net | 14,403 | 14,871 | ||||||
Goodwill | 12,654 | 12,654 | ||||||
Other long-term assets | 7 | 15 | ||||||
Accounts payable & accrued expenses | 403 | 230 | ||||||
Deferred tax liabilities, net | 2,770 | 2,890 | ||||||
Noncontrolling interests | 9,086 | 10,003 | ||||||
The following is a reconciliation of equity (net assets) attributable to the noncontrolling interests (in thousands): | ||||||||
Year Ended | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Noncontrolling interests at beginning of period | $ | 10,003 | $ | 10,705 | ||||
Less: Net loss attributable to the noncontrolling interests prior to reclassification from mezzanine to equity | 514 | 702 | ||||||
Less: Net loss attributable to the noncontrolling interests subsequent to reclassification from mezzanine to equity | 403 | — | ||||||
Noncontrolling interests at end of period | $ | 9,086 | $ | 10,003 | ||||
Marketable_Securities
Marketable Securities | 12 Months Ended | |||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||||
Marketable Securities | ' | |||||||||||||||||
3. Marketable Securities | ||||||||||||||||||
Marketable securities consist of certificates of deposit, corporate notes, commercial paper, U.S. government treasury securities and securities of government-sponsored entities. The Company classifies all securities as available-for-sale, as the sale of such securities may be required prior to maturity to implement management strategies. These securities are carried at fair value, with the unrealized gains and losses reported as a component of other comprehensive income (loss) in stockholder’s equity until realized. A decline in the market value of any marketable security below cost that is determined to be other-than-temporary will result in a revaluation of its carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the security is established. No such impairment charges were recorded for any period presented. | ||||||||||||||||||
Realized gains and losses from the sale of marketable securities, if any, are determined on a specific identification basis. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in other income or expense on the consolidated statements of operations. Realized gains and losses during the periods presented were immaterial. Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using the straight-line method and are included in interest income on the consolidated statements of operations. Interest and dividends on securities classified as available-for-sale are included in interest income on the consolidated statements of operations. | ||||||||||||||||||
The composition of marketable securities is as follows (in thousands, except years): | ||||||||||||||||||
Contractual | Amortized Cost | Gross | Gross | Fair Value | ||||||||||||||
Maturity | Unrealized | Unrealized | ||||||||||||||||
(in Years) | Gains | Losses | ||||||||||||||||
December 31, 2013: | ||||||||||||||||||
Classified as current assets | ||||||||||||||||||
Certificates of deposit | Less than 1 | $ | 833 | $ | — | $ | — | $ | 833 | |||||||||
Corporate notes | Less than 1 | 71,611 | 23 | (6 | ) | 71,628 | ||||||||||||
Commercial paper | Less than 1 | 19,973 | — | — | 19,973 | |||||||||||||
U.S. government treasury securities | Less than 1 | 7,603 | 2 | — | 7,605 | |||||||||||||
Securities of government-sponsored entities | Less than 1 | 43,405 | 14 | (9 | ) | 43,410 | ||||||||||||
Short-term marketable securities | 143,425 | 39 | (15 | ) | 143,449 | |||||||||||||
Classified as non-current assets | ||||||||||||||||||
Certificates of deposit | 1 to 2 | 283 | — | — | 283 | |||||||||||||
Corporate notes | 1 to 2 | 32,309 | 23 | (14 | ) | 32,318 | ||||||||||||
U.S. government treasury securities | 1 to 2 | 1,500 | 1 | — | 1,501 | |||||||||||||
Securities of government-sponsored entities | 1 to 2 | 45,722 | 19 | (14 | ) | 45,727 | ||||||||||||
Long-term marketable securities | 79,814 | 43 | (28 | ) | 79,829 | |||||||||||||
Classified as restricted investments | ||||||||||||||||||
U.S. government treasury securities | Less than 2 | 43,274 | 16 | (6 | ) | 43,284 | ||||||||||||
Securities of government-sponsored entities | Less than 2 | 29,125 | 4 | (16 | ) | 29,113 | ||||||||||||
Restricted investments | 72,399 | 20 | (22 | ) | 72,397 | |||||||||||||
Total marketable securities at December 31, 2013 | $ | 295,638 | $ | 102 | $ | (65 | ) | $ | 295,675 | |||||||||
December 31, 2012: | ||||||||||||||||||
Classified as current assets | ||||||||||||||||||
Certificates of deposit | Less than 1 | $ | 998 | $ | — | $ | — | $ | 998 | |||||||||
Corporate notes | Less than 1 | 19,169 | 3 | (1 | ) | 19,171 | ||||||||||||
Commercial paper | Less than 1 | 9,995 | 2 | — | 9,997 | |||||||||||||
U.S. government treasury securities | Less than 1 | 17,055 | 6 | — | 17,061 | |||||||||||||
Securities of government-sponsored entities | Less than 1 | 91,151 | 27 | — | 91,178 | |||||||||||||
Short-term marketable securities | 138,368 | 38 | (1 | ) | 138,405 | |||||||||||||
Classified as non-current assets | ||||||||||||||||||
Corporate notes | 1 to 2 | 23,293 | — | (17 | ) | 23,276 | ||||||||||||
U.S. government treasury securities | 1 to 2 | 7,619 | 4 | — | 7,623 | |||||||||||||
Securities of government-sponsored entities | 1 to 2 | 53,493 | 22 | (2 | ) | 53,513 | ||||||||||||
Long-term marketable securities | 84,405 | 26 | (19 | ) | 84,412 | |||||||||||||
Classified as restricted investments | ||||||||||||||||||
U.S. government treasury securities | Less than 2 | 31,784 | 5 | (1 | ) | 31,788 | ||||||||||||
Securities of government-sponsored entities | Less than 2 | 53,618 | 18 | (1 | ) | 53,635 | ||||||||||||
Restricted investments | 85,402 | 23 | (2 | ) | 85,423 | |||||||||||||
Total marketable securities at December 31, 2012 | $ | 308,175 | $ | 87 | $ | (22 | ) | $ | 308,240 | |||||||||
As of December 31, 2013, the Company had no investments that were in a significant unrealized loss position. The Company reviews its investments to identify and evaluate investments that have an indication of possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. The Company maintains an investment portfolio of various holdings, types and maturities. The Company does not hold derivative financial investments. The Company places its cash investments in instruments that meet high credit quality standards, as specified in its investment policy guidelines. These guidelines also limit the amount of credit exposure to any one issue, issuer or type of instrument. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurements | ' | |||||||||||||||
4. Fair Value Measurements | ||||||||||||||||
The Company measures certain assets and liabilities in accordance with authoritative guidance which requires fair value measurements be classified and disclosed in one of the following three categories: | ||||||||||||||||
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. | ||||||||||||||||
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. | ||||||||||||||||
Level 3: Unobservable inputs are used when little or no market data is available. | ||||||||||||||||
Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between Level 1 and Level 2 of the fair value measurement hierarchy during the years ended December 31, 2013 and 2012. The Company had no transfers from Level 3 of the fair value measurement hierarchy during the year ended December 31, 2013 and two transfers from Level 3 of the fair value measurement hierarchy during the year ended December 31, 2012, both occurring as a result of the liabilities being paid or settled during the year. | ||||||||||||||||
The fair values of the Company’s assets and liabilities, which are measured at fair value on a recurring basis, were determined using the following inputs (in thousands): | ||||||||||||||||
Total | Quoted Price in | Significant Other | Significant | |||||||||||||
Active Market | Observable Inputs | Unobservable | ||||||||||||||
(Level 1) | (Level 2) | Inputs (Level 3) | ||||||||||||||
December 31, 2013: | ||||||||||||||||
Cash Equivalents, Marketable Securities and Restricted Investments: | ||||||||||||||||
Money market funds | $ | 72,514 | $ | 72,514 | $ | — | $ | — | ||||||||
Certificates of deposit | 1,116 | 1,116 | — | — | ||||||||||||
Corporate notes | 103,946 | — | 103,946 | — | ||||||||||||
Commercial paper | 19,973 | — | 19,973 | — | ||||||||||||
U.S. government treasury securities | 52,390 | 52,390 | — | — | ||||||||||||
Securities of government-sponsored entities | 118,250 | — | 118,250 | — | ||||||||||||
Total cash equivalents, marketable securities and restricted investments | $ | 368,189 | $ | 126,020 | $ | 242,169 | $ | — | ||||||||
Contingent Consideration: | ||||||||||||||||
Acquisition-related liabilities, current | $ | (616 | ) | $ | — | $ | — | $ | (616 | ) | ||||||
Acquisition-related liabilities, non-current | (596 | ) | — | — | (596 | ) | ||||||||||
Total contingent consideration | $ | (1,212 | ) | $ | — | $ | — | $ | (1,212 | ) | ||||||
December 31, 2012: | ||||||||||||||||
Cash Equivalents, Marketable Securities and Restricted Investments: | ||||||||||||||||
Money market funds | $ | 89,101 | $ | 89,101 | $ | — | $ | — | ||||||||
Certificates of deposit | 998 | 998 | — | — | ||||||||||||
Corporate notes | 42,447 | — | 42,447 | — | ||||||||||||
Commercial paper | 9,997 | — | 9,997 | — | ||||||||||||
U.S. government treasury securities | 56,472 | 56,472 | — | — | ||||||||||||
Securities of government-sponsored entities | 198,326 | — | 198,326 | — | ||||||||||||
Total cash equivalents, marketable securities and restricted investments | $ | 397,341 | $ | 146,571 | $ | 250,770 | $ | — | ||||||||
Contingent Consideration: | ||||||||||||||||
Acquisition-related liabilities, non-current | $ | (1,074 | ) | $ | — | $ | — | $ | (1,074 | ) | ||||||
The fair and carrying value of the Company’s Senior Convertible Notes is discussed in Note 6. The estimated fair value of our long-term capital lease obligations approximated their carrying values as of December 31, 2013 and 2012. | ||||||||||||||||
Contingent Consideration Liability | ||||||||||||||||
In connection with the acquisition of Cervitech in May 2009, the Company was required to pay an additional amount not to exceed $33.0 million in the event that the PCM device received FDA approval. The fair value of the contingent consideration was determined using a probability-weighted discounted cash flow model, the significant inputs of which were not observable in the market. The key assumptions in applying this approach were the interest rate, the timing of expected approval and the probability assigned to the milestone being achieved. During the fourth quarter of 2012, the PCM device was approved by the FDA. Accordingly, the contingent consideration liability was accreted to $33.0 million. Changes in fair value were recorded in the statement of operations as sales, marketing and administrative expenses. | ||||||||||||||||
In connection with an immaterial acquisition in 2012, the Company is required to pay an amount not to exceed €2.0 million in the event two specified revenue-based milestones are met. The fair value of the contingent consideration was determined using a discounted cash flow model, the significant inputs of which are not observable in the market. The key assumptions in applying this approach are the revenue projections, the interest rate and the probabilities assigned to the milestones being achieved. Based on these assumptions, the estimated fair value of the contingent consideration totaled $1.2 million at December 31, 2013 and is included in accrued liabilities in the December 31, 2013 consolidated balance sheet. Changes in fair value are recorded in the statements of operations as sales, marketing and administrative expenses. | ||||||||||||||||
In addition, the Company paid approximately $0.5 million during the year ended December 31, 2012 related to contingent consideration recorded in connection with an immaterial acquisition which occurred in 2010. | ||||||||||||||||
The following table sets forth the changes in the estimated fair value of the Company’s liabilities measured on a recurring basis using significant unobservable inputs (Level 3) (in thousands): | ||||||||||||||||
December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Fair value measurement at beginning of period | $ | 1,074 | $ | 32,221 | ||||||||||||
Contingent consideration liability recorded upon acquisition | — | 1,019 | ||||||||||||||
Change in fair value measurement included in operating expenses | 138 | 1,364 | ||||||||||||||
Contingent consideration paid or settled | — | (33,530 | ) | |||||||||||||
Fair value measurement at end of period | $ | 1,212 | $ | 1,074 | ||||||||||||
Non-financial assets and liabilities measured on a nonrecurring basis | ||||||||||||||||
Certain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis in accordance with authoritative guidance. These include items such as nonfinancial assets and liabilities initially measured at fair value in a business combination and nonfinancial long-lived asset groups measured at fair value for an impairment assessment. In general, nonfinancial assets including goodwill, intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when any impairment is recognized. | ||||||||||||||||
During the fourth quarter of 2012, the Company updated its discounted cash flow valuation model for Impulse Monitoring and based on management's current estimates of revenues and expenses, related cash flows and the discount rate used in the model, the estimated fair value of then the then Impulse Monitoring reporting unit was less than its carrying value. Management's estimates of revenues and related cash flows reflected the impacts of the significant coding changes for IOM services which took effect in 2013 and resulted in reduced reimbursement for IOM services. In accordance with the authoritative guidance, the Company recorded an impairment charge to Impulse Monitoring's goodwill of $8.3 million. | ||||||||||||||||
During the fourth quarter of 2012 and 2011, as a result of reductions in management’s estimates of revenues and related cash flows used in the valuation models principally due to an updated view of the competitive and regulatory landscape in the cervical market, the carrying value of the IPR&D and developed technology acquired from Cervitech in 2009 exceeded their estimated fair value. Accordingly, the Company recorded impairment charges totaling approximately $1.4 million and $18.2 million during the years ended December 31, 2012 and 2011, respectively. The fair value of the IPR&D and developed technology acquired was determined using a discounted cash flow model, the significant inputs of which are not observable in the market. The PCM device was approved by the FDA in late 2012. |
Balance_Sheet_Details
Balance Sheet Details | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Balance Sheet Details [Abstract] | ' | |||||||||||||
Balance Sheet Details | ' | |||||||||||||
5. Balance Sheet Details | ||||||||||||||
Property and Equipment, net. Property and equipment, net, consisted of the following (in thousands, except years): | ||||||||||||||
Useful | December 31, | |||||||||||||
Life | 2013 | 2012 | ||||||||||||
Instrument sets | 3 to 4 | $ | 171,454 | $ | 159,960 | |||||||||
Machinery and equipment | 5 to 7 | 21,722 | 17,719 | |||||||||||
Computer equipment and software | 3 to 7 | 46,896 | 37,690 | |||||||||||
Leasehold improvements | 2 to 15 | 21,825 | 20,735 | |||||||||||
Furniture and fixtures | 3 to 7 | 7,510 | 7,744 | |||||||||||
Building and improvements | 10 to 20 | 7,371 | 7,195 | |||||||||||
Land | — | 541 | 541 | |||||||||||
277,319 | 251,584 | |||||||||||||
Less: accumulated depreciation and amortization | (149,255 | ) | (126,461 | ) | ||||||||||
$ | 128,064 | $ | 125,123 | |||||||||||
Depreciation expense was $43.8 million, $39.5 million, and $29.6 million for the years ended December 31, 2013, 2012 and 2011, respectively. At December 31, 2013 and 2012, assets recorded under capital leases of $1.8 million and $1.4 million, respectively, are included in the machinery and equipment balance. Amortization of assets under capital leases is included in depreciation expense. | ||||||||||||||
Capitalized internal-use software costs include only those direct costs associated with the actual development or acquisition of computer software for internal use, including costs associated with the design, coding, installation, and testing of the system. At December 31, 2013 and 2012, the Company had $16.2 million and $14.6 million in unamortized capitalized software costs, respectively. Amortization expense related to capitalized internal-use software costs was $4.5 million, $2.8 million and $1.8 million for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||||
Goodwill and Intangible Assets. Goodwill and intangible assets as of December 31, 2013 consisted of the following (in thousands, except years): | ||||||||||||||
Weighted- | Gross | Accumulated | Intangible | |||||||||||
Average | Amount | Amortization | Assets, net | |||||||||||
Amortization | ||||||||||||||
Period | ||||||||||||||
(in years) | ||||||||||||||
Intangible Assets Subject to Amortization: | ||||||||||||||
Purchased technology: | ||||||||||||||
Developed technology | 10 | $ | 62,328 | $ | (21,359 | ) | $ | 40,969 | ||||||
Manufacturing know-how and trade secrets | 12 | 21,997 | (9,890 | ) | 12,107 | |||||||||
Trade name and trademarks | 11 | 9,500 | (3,317 | ) | 6,183 | |||||||||
Customer relationships | 8 | 43,871 | (19,784 | ) | 24,087 | |||||||||
10 | $ | 137,696 | $ | (54,350 | ) | $ | 83,346 | |||||||
Intangible Assets Not Subject to Amortization: | ||||||||||||||
In-process research and development | 10,640 | |||||||||||||
Goodwill | 154,944 | |||||||||||||
Total goodwill and intangible assets, net | $ | 248,930 | ||||||||||||
Goodwill and intangible assets as of December 31, 2012 consisted of the following (in thousands, except years): | ||||||||||||||
Weighted- | Gross | Accumulated | Intangible | |||||||||||
Average | Amount | Amortization | Assets, net | |||||||||||
Amortization | ||||||||||||||
Period | ||||||||||||||
(in years) | ||||||||||||||
Intangible Assets Subject to Amortization: | ||||||||||||||
Purchased technology: | ||||||||||||||
Developed technology | 10 | $ | 55,178 | $ | (14,966 | ) | $ | 40,212 | ||||||
Manufacturing know-how and trade secrets | 12 | 21,712 | (7,996 | ) | 13,716 | |||||||||
Trade name and trademarks | 11 | 9,500 | (2,333 | ) | 7,167 | |||||||||
Customer relationships | 9 | 39,330 | (9,703 | ) | 29,627 | |||||||||
10 | $ | 125,720 | $ | (34,998 | ) | $ | 90,722 | |||||||
Intangible Assets Not Subject to Amortization: | ||||||||||||||
In-process research and development | 10,640 | |||||||||||||
Goodwill | 154,106 | |||||||||||||
Total goodwill and intangible assets, net | $ | 255,468 | ||||||||||||
Total expense related to the amortization of intangible assets was $19.3 million, $12.4 million and $6.6 million for the years ended December 31, 2013, 2012 and 2011, respectively. In-process research and development will be amortized beginning on the approval date of the respective acquired products and will be amortized over the estimated useful life determined at that time. | ||||||||||||||
Total future amortization expense related to intangible assets subject to amortization at December 31, 2013 is set forth in the table below (in thousands): | ||||||||||||||
2014 | $ | 14,343 | ||||||||||||
2015 | 13,254 | |||||||||||||
2016 | 12,776 | |||||||||||||
2017 | 10,423 | |||||||||||||
2018 | 9,905 | |||||||||||||
Thereafter through 2026 | 22,645 | |||||||||||||
Total future amortization expense | $ | 83,346 | ||||||||||||
The changes to goodwill are comprised of the following (in thousands): | ||||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Balance at beginning of period | $ | 154,106 | $ | 159,349 | ||||||||||
Impairment charge | — | (8,300 | ) | |||||||||||
Additions recorded in connection with business acquisitions | 764 | 2,827 | ||||||||||||
Other | 74 | 230 | ||||||||||||
Balance at end of period | $ | 154,944 | $ | 154,106 | ||||||||||
Accounts Payable and Accrued Liabilities. Accounts payable and accrued liabilities consisted of the following (in thousands): | ||||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Accounts payable | $ | 14,281 | $ | 9,040 | ||||||||||
Accrued expenses | 19,078 | 20,880 | ||||||||||||
Royalties payable | 38,967 | 19,861 | ||||||||||||
Distributor commissions payable | 7,319 | 7,523 | ||||||||||||
Non-income taxes payable | 3,951 | 3,144 | ||||||||||||
Other | 2,461 | 1,600 | ||||||||||||
$ | 86,057 | $ | 62,048 | |||||||||||
Other Long-Term Liabilities. Other long-term liabilities consisted of the following (in thousands): | ||||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Deferred rent | $ | 12,883 | $ | 13,340 | ||||||||||
Capital lease obligation, non-current | 223 | 426 | ||||||||||||
Contingent consideration, non-current | 596 | 1,074 | ||||||||||||
Other | 1,142 | 359 | ||||||||||||
$ | 14,844 | $ | 15,199 | |||||||||||
Senior_Convertible_Notes
Senior Convertible Notes | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Senior Convertible Notes | ' | |||||||
6. Senior Convertible Notes | ||||||||
The carrying values of the Company’s Senior Convertible Notes are as follows (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
2.75% Senior Convertible Notes due 2017: | ||||||||
Principal amount | $ | 402,500 | $ | 402,500 | ||||
Unamortized debt discount | (56,440 | ) | (70,096 | ) | ||||
346,060 | 332,404 | |||||||
2.25% Senior Convertible Notes due 2013 | — | 74,311 | ||||||
Total Senior Convertible Notes | $ | 346,060 | $ | 406,715 | ||||
2.75% Senior Convertible Notes due 2017 | ||||||||
In June 2011, the Company issued $402.5 million principal amount of the 2017 Notes, which includes the issuance of $52.5 million principal amount for the exercise of the initial purchasers’ option to purchase additional notes. The net proceeds from the offering, after deducting initial purchasers’ discounts and costs directly related to the offering, were approximately $359.2 million. The 2017 Notes have a stated interest rate of 2.75% and mature on July 1, 2017. Prior to September 28, 2011, the date on which stockholder approval to increase the number of the Company’s authorized shares of common stock from 70 million to 120 million was obtained, the 2017 Notes were settleable only in cash. Subsequent to the receipt of this approval, the 2017 Notes may be settled in cash, stock, or a combination thereof, solely at the Company’s election. It is the Company’s current intent and policy to settle all conversions through combination settlement, which involves repayment of an amount of cash equal to the principal amount and any excess of the conversion value over the principal amount in shares of common stock. The initial conversion rate of the 2017 Notes is 23.7344 shares per $1,000 principal amount, subject to adjustment (which represents an initial conversion price of approximately $42.13 per share). | ||||||||
Interest on the 2017 Notes began accruing in June 2011 and is payable semi-annually each January 1st and July 1st, beginning January 1, 2012. The fair value, based on a quoted market price, or Level 1, of the outstanding 2017 Notes at December 31, 2013 and 2012 is approximately $439.3 million and $361.3 million, respectively. | ||||||||
Prior to January 1, 2017, holders may convert their notes only under the following conditions: a) During any calendar quarter beginning October 1, 2011, if the reported sale price of the Company’s common stock for at least 20 days of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than 130% of the conversion price on each applicable trading day; b) During the five business day period in which the trading price of the 2017 Notes falls below 98% of the product of (i) the last reported sale price of the Company’s common stock and (ii) the conversion rate on that date; and c) Upon the occurrence of specified corporate events, as defined in the 2017 Notes. From January 1, 2017 and until the close of business on the second scheduled trading day immediately preceding the July 1, 2017, holders may convert their 2017 Notes at any time, regardless of the foregoing circumstances. The Company may not redeem the 2017 Notes prior to maturity. As of December 31, 2013, the “if-converted” value of the 2017 Notes did not exceed its principal amount and none of the conditions allowing holders of the 2017 Notes to convert had been met. | ||||||||
Other than restrictions relating to certain fundamental changes and consolidations, mergers or asset sales and customary anti-dilution adjustments, the 2017 Notes do not contain any financial covenants and do not restrict the Company from paying dividends or issuing or repurchasing any of its other securities. | ||||||||
In accordance with authoritative guidance, the cash conversion feature of the 2017 Notes (the 2017 Notes Embedded Conversion Derivative) required bifurcation from the 2017 Notes and was initially accounted for as a derivative liability. The fair value of the 2017 Notes Embedded Conversion Derivative at the time of issuance of the 2017 Notes was $88.9 million, and was recorded as the original debt discount for purposes of accounting for the debt component of the 2017 Notes. On September 28, 2011, upon obtaining stockholder approval of the additional authorized shares of the Company’s common stock, in accordance with authoritative literature, the derivative liability was marked to fair value and reclassified to stockholders’ equity. The original debt discount will be recognized as interest expense using an effective interest rate of 8.0% over the term of the 2017 Notes. At December 31, 2013 and 2012, the net carrying value of the equity component is $49.3 million. | ||||||||
The interest expense recognized on the 2017 Notes during the year ended December 31, 2013 includes $11.1 million and $13.7 million for the contractual coupon interest and the accretion of the debt discount, respectively. The interest expense recognized on the 2017 Notes during the year ended December 31, 2012 includes $11.1 million and $12.7 million for the contractual coupon interest and the accretion of the debt discount, respectively. | ||||||||
In connection with the offering of the 2017 Notes, the Company entered into convertible note hedge transactions (the 2017 Hedge) with the initial purchasers and/or their affiliates (the Counterparties) entitling the Company to purchase up to 9,553,096 shares of the Company’s common stock at an initial stock price of $42.13 per share, each of which is subject to adjustment. Prior to obtaining the stockholder approval to increase the number of the Company’s authorized common shares discussed above, the 2017 Hedge was settleable only in cash and was accounted for as a derivative asset. The cost of the 2017 Hedge was $80.1 million. On September 28, 2011, upon obtaining stockholder approval of the additional authorized shares of the Company’s common stock, in accordance with authoritative literature, the derivative asset was marked to fair value and reclassified to stockholders’ equity. The 2017 Hedge expires on July 1, 2017. The 2017 Hedge is expected to reduce the potential equity dilution upon conversion of the 2017 Notes if the daily volume-weighted average price per share of the Company’s common stock exceeds the strike price of the 2017 Hedge. | ||||||||
In addition, the Company sold warrants to the Counterparties to acquire up to 477,654 shares of the Company’s Series A Participating Preferred Stock (the 2017 Warrants), at an initial strike price of $988.51 per share, subject to adjustment. Each share of Series A Participating Preferred Stock is initially convertible into 20 shares of the Company’s common stock. The 2017 Warrants expire on various dates from September 2017 through January 2018 and may be settled in cash or net shares. The Company received $47.9 million in cash proceeds from the sale of the 2017 Warrants, which has been recorded as an increase in additional paid-in-capital. The 2017 Warrants could have a dilutive effect on the Company’s earnings per share to the extent that the price of the Company’s common stock during a given measurement period (the quarter or year-to-date period) exceeds the strike price of the 2017 Warrants. | ||||||||
2.25% Senior Convertible Notes due 2013 | ||||||||
In March 2008, the Company issued $230.0 million principal amount of 2.25% unsecured Senior Convertible Notes (the 2013 Notes). The net proceeds from the offering, after deducting the initial purchasers’ discounts and costs directly related to the offering, were approximately $208.4 million. During the year ended December 31, 2011, the Company repurchased, in privately negotiated transactions, approximately $155.7 million in principal of its 2013 Notes. The aggregate purchase price totaled approximately $155.5 million (representing a price of approximately 99.0% of the principal face value of the 2013 Notes, plus accrued interest). The repurchases were made using a portion of the net proceeds from the issuance of the 2017 Notes. Including the write off of a portion of the deferred financing costs related to the 2013 Notes, during the year ended December 31, 2011, the Company recorded a loss on the extinguishment of debt of approximately $0.3 million. The remaining balance of the 2013 Notes matured on March 15, 2013 and accordingly, during the first quarter of 2013, the Company repaid the total outstanding principal amount of 74.3 million in cash. | ||||||||
In connection with the offering of the 2013 Notes, the Company sold to the initial purchasers and/or their affiliates warrants to acquire up to 5.1 million shares of the Company's common stock (the 2013 Warrants), at an initial strike price of $49.13 per share, subject to adjustment. All 2013 Warrants expired unexercised on or before October 8, 2013. |
Commitments
Commitments | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||
Commitments | ' | |||||||
7. Commitments | ||||||||
Leases | ||||||||
The Company leases office facilities and equipment under various operating and capital lease agreements. The initial terms of these leases range from two years to 15 years and generally provide for periodic rent increases and renewal options. Certain leases require the Company to pay taxes, insurance and maintenance. In connection with certain operating leases, the Company has issued irrevocable transferable letters of credit totaling $5.6 million. | ||||||||
For financial reporting purposes, rent expense is recognized on a straight-line basis over the term of the lease. Accordingly, rent expense recognized in excess of rent paid is reflected as a liability in the accompanying consolidated balance sheets. Rent expense, including expenses directly associated with the facility leases, was approximately $12.0 million, $10.8 million, and $9.9 million for the years ended December 31, 2013, 2012, and 2011, respectively. | ||||||||
The Company’s future minimum annual lease payments under capital and operating leases, including payments for costs directly associated with the facility leases, for years ending after December 31, 2013 are as follows (in thousands): | ||||||||
Capital | Operating | |||||||
Leases | Leases | |||||||
2014 | $ | 580 | $ | 8,668 | ||||
2015 | 146 | 8,280 | ||||||
2016 | 127 | 8,347 | ||||||
2017 | — | 8,220 | ||||||
2018 | — | 8,021 | ||||||
Thereafter | — | 33,698 | ||||||
Total minimum lease payments | 853 | $ | 75,234 | |||||
Less amount representing interest, 14.6% weighted average interest rate | (105 | ) | ||||||
Present value of obligations under capital leases | 748 | |||||||
Less current portion | (525 | ) | ||||||
Long-term capital lease obligations | $ | 223 | ||||||
Other Commitments | ||||||||
In connection with several purchase and product development agreements, the Company is contingently obligated to make additional payments of up to $20.2 million primarily upon the achievement of specified milestones, which are expected to be met over the next five years. The Company also has approximately $1.0 million in obligations for minimum royalties and consulting arrangements to be paid over the next five years. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Stockholders' Equity | ' | ||||||||||||
8. Stockholders’ Equity | |||||||||||||
Preferred Stock. There are 5,000,000 shares of preferred stock authorized and none issued or outstanding at December 31, 2013 and 2012. | |||||||||||||
On June 28, 2011, in connection with the issuance of the 2017 Warrants, the Company amended its Restated Certificate of Incorporation to designate 477,654 shares of the Company’s authorized preferred stock, par value $0.001 per share, as Series A Participating Preferred Stock (the Series A Preferred Stock). The Series A Preferred Stock will automatically convert into shares of the Company’s common stock. | |||||||||||||
The holders of Series A Preferred Stock (collectively, the Preferred Holders) are entitled to receive dividends when and if declared by the Board of Directors. The preferred dividends are payable in preference and in priority to any dividends on the Company’s common stock. | |||||||||||||
Shares of Series A Preferred Stock are convertible into 20 shares of common stock, subject to certain antidilution adjustments. Preferred Holders vote on an equivalent basis with common stockholders on an as-converted basis. | |||||||||||||
The Preferred Holders are entitled to receive liquidation preferences at the rate of $648.20 per share. Liquidation payments to the Preferred Holders have priority and are made in preference to any payments to the holders of common stock. | |||||||||||||
Stock-Based Compensation. The compensation cost that has been included in the statement of operations for all stock-based compensation arrangements was as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Sales, marketing and administrative expense | $ | 31,425 | $ | 24,096 | $ | 29,583 | |||||||
Research and development expense | 1,649 | 2,138 | 2,487 | ||||||||||
Cost of goods sold | 166 | 78 | — | ||||||||||
Total stock-based compensation expense | $ | 33,240 | $ | 26,312 | $ | 32,070 | |||||||
The Company estimates the fair value of stock options and shares issued to employees under the ESPP using a Black-Scholes option-pricing model on the date of grant. The Black-Scholes option-pricing model incorporates various and highly sensitive assumptions including expected volatility, expected term and risk-free interest rates. The expected volatility is based on the historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected term of the Company’s stock options. The expected term of the Company’s stock options is based on historical experience. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield in effect at the time of grant. The Company has never declared or paid dividends and has no plans to do so in the foreseeable future. The fair value of RSUs and Performance-Based Restricted Stock Units (PRSUs) is based on the stock price on the date of grant. The fair value of the performance based restricted stock units that are earned based on the achievement of pre-defined market conditions for total stockholder return (TSR PRSUs) is estimated on the date of grant using a Monte Carlo valuation model. The key assumptions in applying this model are an expected volatility and a risk free interest rate. The fair value of equity instruments that are expected to vest are recognized and amortized on an accelerated basis over the requisite service period. | |||||||||||||
Stock Option and Restricted Stock Units. In October 1998, the Company adopted the 1998 Stock Incentive Plan (the 1998 Plan) to grant options to purchase common stock to eligible employees, non-employee members of the board of directors, consultants and other independent advisors who provide services to the Company. Under the 1998 Plan, 4.3 million shares of common stock, as amended, were initially reserved for issuance upon exercise of options granted by the Company. The Board of Directors determined the terms of the stock option agreements, including vesting requirements. Options under the 1998 Plan have a 10-year term and generally vest over a period not to exceed 4 years from the date of grant. All options granted under the 1998 Plan allowed for early exercise prior to the option becoming fully vested. | |||||||||||||
In April 2004, the Board of Directors replaced the 1998 Plan with the 2004 Equity Incentive Plan (the 2004 Plan) under which 7 million shares (plus the remaining shares available for grant under the 1998 Plan) of the Company’s common stock were authorized for future issuance, and reserved for purchase upon exercise of options granted. In addition, the 2004 Plan provides for automatic annual increases in the number of shares reserved for issuance thereunder equal to the lesser of (i) 4% of the Company’s outstanding shares on the last business day in December of the calendar year immediately preceding; (ii) 4,000,000 shares; or (iii) a number of shares determined by the Board of Directors. As of December 31, 2013, 1.3 million shares remained available for future grant under the 2004 Plan. | |||||||||||||
The 2004 Plan provides for the grant of incentive and non-statutory stock options, restricted stock units (RSUs) and rights to purchase stock to employees, directors and consultants of the Company. The 2004 Plan provides that incentive stock options will be granted only to employees and are subject to certain limitations as to fair value during a calendar year. Under the 2004 Plan, the exercise price of incentive stock options must equal at least the fair value on the date of grant and the exercise price of non-statutory stock options and the issuance price of common stock may be no less than 85% of the fair value on the date of grant or issuance. The options are exercisable for a period of up to ten years after the date of grant and generally vest 25% one year from date of grant and ratably each month thereafter for a period of 36 months. RSUs granted to officers subject to time-based vesting requirements vest annually at 33% per year beginning one year from date of grant. The remaining RSUs subject to time-based vesting requirements generally vest annually at 25% per year beginning one year from date of grant. In addition, the Board of Directors has provided for the acceleration of 50% of the unvested options of all employees upon a change in control and the vesting of the remaining unvested options for those employees that are involuntarily terminated within a year of the change in control. | |||||||||||||
Following is a summary of stock option activity for the year ended December 31, 2013 under all stock plans (in thousands, except years and per share amounts): | |||||||||||||
Shares | Weighted | Weighted-Average | Aggregate | ||||||||||
Avg. Exercise | Remaining | Intrinsic | |||||||||||
Price | Contractual | Value as of | |||||||||||
Term (Years) | December 31, 2013 | ||||||||||||
Outstanding at December 31, 2012 | 6,716 | $ | 30.44 | ||||||||||
Granted | — | $ | — | ||||||||||
Exercised | (177 | ) | $ | 19.03 | |||||||||
Cancelled | (177 | ) | $ | 30.91 | |||||||||
Outstanding at December 31, 2013 | 6,362 | $ | 30.75 | 4.71 | $ | 24,996 | |||||||
Exercisable at December 31, 2013 | 6,040 | $ | 30.94 | 4.59 | $ | 23,264 | |||||||
Vested or expected to vest at December 31, 2013 | 6,355 | $ | 30.75 | 4.71 | $ | 24,954 | |||||||
The aggregate intrinsic value of options at December 31, 2013 is based on the Company’s closing stock price on December 31, 2013 of $32.33. The Company received $3.4 million, $0.5 million and $2.9 million in proceeds from the exercise of stock options during the years ended December 31, 2013, 2012 and 2011, respectively. The total intrinsic value of options exercised was $2.0 million, $0.4 million, and $1.6 million during the years ended December 31, 2013, 2012 and 2011, respectively. The total fair value of options that vested during the year ended December 31, 2013, 2012 and 2011 was $6.8 million, $15.1 million, and $17.3 million, respectively. | |||||||||||||
Restricted Stock Units. Following is a summary of RSU activity for the year ended December 31, 2013 (in thousands, except per share amounts): | |||||||||||||
Number of | Weighted | ||||||||||||
Shares | Average | ||||||||||||
Grant Date | |||||||||||||
Fair Value | |||||||||||||
Nonvested at December 31, 2012 | 1,823 | $ | 21.15 | ||||||||||
Granted | 1,179 | $ | 19.49 | ||||||||||
Vested | (548 | ) | $ | 23.69 | |||||||||
Forfeited | (150 | ) | $ | 20.23 | |||||||||
Nonvested at December 31, 2013 | 2,304 | $ | 19.77 | ||||||||||
The total fair value of RSUs that vested during the year ended December 31, 2013, 2012 and 2011 was $10.4 million, $5.6 million and $4.3 million, respectively. | |||||||||||||
Performance Awards. During the first quarter of 2012, the Compensation Committee of the Board of Directors (the Compensation Committee) granted PRSUs to certain senior Company executives that were earned based on the achievement of pre-defined Company-specific performance criteria (Performance Conditions) for the year ended December 31, 2012. Each recipient was eligible to receive between 0% and 250% of the target number of shares of Company common stock subject to the applicable award based on the Company's actual performance in 2012 as measured against the Performance Conditions. Based upon the actual performance against the Performance Conditions, approximately 117,000 shares of common stock vested on March 1, 2013. The remaining two-thirds vest equally on March 1, 2014 and March 1, 2015 as long as the recipient is employed by the Company on each such date. | |||||||||||||
During the first quarter of 2013, the Compensation Committee granted TSR PRSUs to certain senior Company executives that were earned based on the achievement of pre-defined market conditions (Market Conditions) for the year ended December 31, 2013. The TSR PRSUs vest in two equal installments on February 1, 2014 and February 1, 2015 so long as the recipient is employed by the Company on each such date. Each recipient was eligible to receive between 0% and 350% of the target number of shares of Company common stock subject to the applicable award based on the Company's actual performance in 2013 as measured against the Market Conditions. Based upon the actual performance against the Market Conditions, approximately 470,000 shares of common stock vested on February 1, 2014. The second half vests on February 1, 2015 as long as the recipient is employed by the Company on each such date. | |||||||||||||
A summary of the Company's Performance Awards award activity for the year ended December 31, 2013 is as follows (in thousands, except per share amounts): | |||||||||||||
Shares | Maximum Number of Shares Eligible to be Issued | Average Grant Date Fair Value | |||||||||||
Outstanding at December 31, 2012 | 287 | 717 | $ | 15.61 | |||||||||
Awarded at target | 269 | 941 | $ | 19.24 | |||||||||
Achieved in excess of target | 64 | (366 | ) | $ | 15.61 | ||||||||
Vested | (117 | ) | (117 | ) | $ | 15.61 | |||||||
Forfeited | — | — | $ | — | |||||||||
Outstanding at December 31, 2013 | 503 | 1,175 | $ | 18.51 | |||||||||
The total fair value of Performance Awards vested during the year ended December 31, 2013 was $2.3 million. | |||||||||||||
Employee Stock Purchase Plan. In 2004, the Board of Directors approved the Employee Stock Purchase Plan (ESPP). The ESPP initially allowed for the issuance of up to 100,000 shares of NuVasive common stock, increasing annually on December 31 by the lesser of (i) 600,000 shares; (ii) 1% of the outstanding shares of NuVasive common stock; or (iii) a lesser amount determined by the Board of Directors. Under the terms of the ESPP, employees can elect to have up to 15% of their annual compensation, up to a maximum of $21,250 per year withheld to purchase shares of NuVasive common stock. The purchase price of the common stock is equal to 85% of the lower of the fair market value per share of the common stock on the commencement date of the two-year offering period or the end of each semi-annual purchase period. In the years ended December 31, 2013, 2012 and 2011, 417,154, 368,639, and 228,091 shares, respectively, were purchased under the ESPP and approximately 1.6 million shares remain available for issuance under the ESPP as of December 31, 2013. | |||||||||||||
The weighted average assumptions used to estimate the fair value of stock options granted and stock purchase rights under the ESPP are as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Stock Options | |||||||||||||
Volatility | — | % | — | % | 49 | % | |||||||
Expected term (years) | 0 | 0 | 5.4 | ||||||||||
Risk free interest rate | — | % | — | % | 2.1 | % | |||||||
Expected dividend yield | — | % | — | % | — | % | |||||||
ESPP | |||||||||||||
Volatility | 55 | % | 57 | % | 57 | % | |||||||
Expected term (years) | 1.5 | 1.6 | 1.2 | ||||||||||
Risk free interest rate | 0.2 | % | 0.2 | % | 0.2 | % | |||||||
Expected dividend yield | — | % | — | % | — | % | |||||||
The Company did not grant any stock options during the years ended December 31, 2013 and 2012. The weighted-average fair value of options granted in the year ended December 31, 2011 was $12.31 per share. As of December 31, 2013, there was $0.6 million, $16.1 million and $4.7 million of unrecognized compensation expense for stock options, RSUs and Performance Awards, respectively, which is expected to be recognized over a weighted-average period of approximately 0.7 years, 2.8 years and 1.1 years, respectively. In addition, as of December 31, 2013, there was $3.3 million of unrecognized compensation expense for shares expected to be issued under the ESPP which is expected to be recognized through October 2015. | |||||||||||||
Common Stock Reserved for Future Issuance. The following table summarizes common shares reserved for issuance at December 31, 2013 on exercise or conversion of (in thousands): | |||||||||||||
Common stock options: | |||||||||||||
Issued and outstanding | 6,362 | ||||||||||||
Available for future grant | 1,286 | ||||||||||||
Available for issuance under the ESPP | 1,589 | ||||||||||||
Issued and outstanding RSUs and PRSUs | 3,479 | ||||||||||||
2017 Notes | 12,419 | ||||||||||||
Senior Convertible Note warrants | 19,106 | ||||||||||||
Total shares reserved for future issuance | 44,241 | ||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Income Taxes | ' | |||||||||||
9. Income Taxes | ||||||||||||
The income (loss) before income taxes by region is summarized as follows (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
United States | $ | 8,818 | $ | 10,723 | $ | (100,179 | ) | |||||
Foreign | 950 | 533 | 115 | |||||||||
Total income (loss) before income taxes | $ | 9,768 | $ | 11,256 | $ | (100,064 | ) | |||||
The components of income tax expense (benefit) consist of the following (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current income tax expense: | ||||||||||||
Federal | $ | 10,484 | $ | 941 | $ | 300 | ||||||
State | 2,718 | 3,235 | 1,524 | |||||||||
Foreign | 922 | 113 | 100 | |||||||||
Total current income tax expense | 14,124 | 4,289 | 1,924 | |||||||||
Deferred income tax expense (benefit): | ||||||||||||
Federal | (8,060 | ) | 6,551 | (33,860 | ) | |||||||
State | (905 | ) | (1,588 | ) | 2,893 | |||||||
Foreign | (2,376 | ) | (438 | ) | — | |||||||
Total deferred income tax expense (benefit) | (11,341 | ) | 4,525 | (30,967 | ) | |||||||
Total income tax expense (benefit) | $ | 2,783 | $ | 8,814 | $ | (29,043 | ) | |||||
For the year ended December 31, 2013, the total income tax expense differs from the statutory federal income tax rate (35%) due to state income taxes net of federal benefit, foreign tax rates, general business credits, changes in valuation allowances and certain non-deductible expenses. In addition, in January 2013, the research and development tax credit which had expired for 2012 was retroactively reinstated. The Company recognized a benefit of approximately $0.8 million in the first quarter of 2013 for the year ended December 31, 2012. | ||||||||||||
For the year ended December 31, 2012, the total income tax expense differs from the statutory federal income tax rate (35%) due to the non-deductible goodwill impairment charge of $8.3 million, state income taxes, net of federal benefit, estimates for certain non-deductible expenses and certain foreign losses incurred for which no benefit can be recorded. | ||||||||||||
For the year ended December 31, 2011, the total income tax expense differs from the statutory federal income tax rate (35%) primarily due to state income tax expense, stock compensation expenses, and the write-off of deferred tax assets related to tax original issue discount on the convertible debt resulting from the debt repurchases which occurred in 2011. In 2011, the Company established a valuation allowance on the California deferred tax assets and accordingly, recorded income tax expense of $4.8 million. The California deferred tax assets for which a valuation allowance has been established were primarily related to net operating loss carryforwards and credits. | ||||||||||||
These differences are the result of the following items (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Provision at statutory rate | $ | 3,419 | $ | 3,940 | $ | (35,022 | ) | |||||
Foreign provision in excess of federal statutory rate | 205 | 37 | 32 | |||||||||
State income tax (benefit) expense, net of federal benefit | (222 | ) | 2,189 | (1,821 | ) | |||||||
Stock based compensation | 887 | 1,561 | 2,131 | |||||||||
Meals & entertainment | 343 | 655 | 649 | |||||||||
Permanent differences | 27 | 54 | 483 | |||||||||
Impairment charges | — | 2,905 | — | |||||||||
Research and development credits | (1,668 | ) | — | (1,028 | ) | |||||||
Other | 188 | (374 | ) | 973 | ||||||||
Change in valuation allowance | (396 | ) | (2,153 | ) | 4,560 | |||||||
Total income tax expense (benefit) | $ | 2,783 | $ | 8,814 | $ | (29,043 | ) | |||||
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Deferred Tax Assets: | ||||||||||||
Net operating loss carry-forwards | $ | 6,785 | $ | 7,018 | ||||||||
Stock based compensation | 37,192 | 31,804 | ||||||||||
Original issue discount | — | 270 | ||||||||||
General business credit carry-forwards | 3,215 | 4,692 | ||||||||||
Litigation and related accrual | 49,779 | 44,796 | ||||||||||
Other | 12,290 | 11,178 | ||||||||||
Gross deferred tax assets | 109,261 | 99,758 | ||||||||||
Valuation allowance | (8,989 | ) | (8,275 | ) | ||||||||
Net deferred tax assets | $ | 100,272 | $ | 91,483 | ||||||||
Deferred Tax Liabilities: | ||||||||||||
Capitalized assets | $ | (4,277 | ) | $ | (5,507 | ) | ||||||
Original issue discount | (2,276 | ) | (2,767 | ) | ||||||||
Acquired intangibles | (16,714 | ) | (17,476 | ) | ||||||||
Other | — | (51 | ) | |||||||||
Deferred tax liabilities | (23,267 | ) | (25,801 | ) | ||||||||
Consolidated net deferred tax assets | 77,005 | 65,682 | ||||||||||
Add: Deferred tax liability, net, attributable to noncontrolling interests | 1,681 | 1,753 | ||||||||||
Net deferred tax assets | $ | 78,686 | $ | 67,435 | ||||||||
In assessing the realizability of deferred tax assets, the Company considered whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based on all available evidence, the Company has concluded that it is more likely than not that it will be able to realize the benefit of the federal deferred tax assets in the future. | ||||||||||||
At December 31, 2012, the Company maintained a full valuation allowance on the net deferred tax assets in certain foreign jurisdictions. The Company analyzes the realizability of the deferred tax assets each period. During the fourth quarter of 2013, the Company concluded that its foreign operations in the respective jurisdictions will generate sufficient taxable income in future periods to realize the tax benefit associated with the related deferred tax assets. Accordingly, we reversed a valuation allowance totaling approximately $2.2 million that was previously recorded against these deferred tax assets. | ||||||||||||
During 2011, as a result of recording the $101.2 million litigation award and the application of the single sales factor election for California, the Company concluded that it was no longer more likely than not that they would be able to realize the deferred tax assets attributable to the state of California. As a result, the Company established a valuation allowance on the California net deferred tax assets and maintains that valuation allowance as of December 31, 2013. | ||||||||||||
At December 31, 2013, the Company has federal net operating loss carryforwards of $18.2 million that begin to expire in 2017. In addition, the Company has California and foreign net operating loss carryforwards of approximately $13.1 million and $8.9 million, respectively. The California and foreign net operating loss carryforwards begin to expire in 2014 and 2018, respectively. | ||||||||||||
During 2008, NuVasive elected the “with and without method — direct effects only”, prescribed in accordance with authoritative guidance, with respect to recognition of stock option excess tax benefits within APIC and will utilize continuing operations net operating losses to offset taxable income before utilization of windfall tax benefits. Included in the aforementioned federal net operating loss carryforwards are $8.3 million of excess tax benefit carryforwards related to stock option deduction windfalls that will be realized in APIC following utilization of all continuing operations tax attributes. | ||||||||||||
At December 31, 2013, the Company has federal research and development (R&D) credit carryforwards of approximately $2.7 million that will begin to expire in 2018. Additionally, the Company has California R&D credit carryforwards of approximately $6.8 million that can be carried forward indefinitely. | ||||||||||||
IRC §382 limits the utilization of tax carryforwards that arise prior to certain cumulative changes in a corporation’s ownership. During 2012, the Company completed a formal IRC §382 study with respect to potential ownership changes and additional limitations were not identified. Previous limitations due to §382 have been reflected in the deferred tax assets at December 31, 2013. | ||||||||||||
In accordance with authoritative guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. | ||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Unrecognized tax benefit at the beginning of the year | $ | 4,399 | $ | 4,279 | $ | 3,930 | ||||||
Additions from tax positions taken in the current year | 13 | 100 | 178 | |||||||||
Additions from tax positions taken in prior years | 92 | 20 | 171 | |||||||||
Reductions from tax positions taken in prior years | — | — | — | |||||||||
Settlements of tax audits | — | — | — | |||||||||
Unrecognized tax benefit at the end of the year | $ | 4,504 | $ | 4,399 | $ | 4,279 | ||||||
At December 31, 2013, 2012 and 2011, $3.2 million, $3.2 million and $3.1 million, respectively, of the Company’s total unrecognized tax benefits, if recognized, would affect the effective income tax rate. The Company does not anticipate there will be a significant change in unrecognized tax benefits within the next 12 months. | ||||||||||||
The Company does not record U.S. income taxes on the undistributed earnings of its foreign subsidiaries based upon the Company's intention to permanently reinvest undistributed earnings to ensure sufficient working capital and further expansion of existing operations outside the United States. The undistributed earnings of the foreign subsidiaries as of December 31, 2013 are immaterial. In the event the Company is required to repatriate funds from outside of the United States, such repatriation would be subject to local laws, customs, and tax consequences. | ||||||||||||
The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. As the unrecognized tax benefits relate to un-utilized deferred tax assets and because the Company has generated net operating losses since inception for both federal and state income tax purposes through 2009, no additional tax liability, penalties or interest have been recognized for balance sheet or statement of operations purposes as of and for the period ended December 31, 2013 and 2012. | ||||||||||||
The Company is subject to taxation in the U.S. and various foreign and state jurisdictions. All of the Company’s tax years are subject to examination due to the carry forward of un-utilized net operating losses and R&D credits. |
Business_Segment_Product_and_G
Business Segment, Product and Geographic Information | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||
Business Segment and Product Information | ' | |||||||||||||||||||
10. Business Segment, Product and Geographic Information | ||||||||||||||||||||
The Company’s business operates in one segment based upon the Company’s organizational structure, the way in which the operations are managed and evaluated and the lack of availability of separate financial results. | ||||||||||||||||||||
The Company’s spine surgery product line offerings, which include thoracolumbar product offerings, cervical offerings, and motion preservation products, are primarily used to enable access to the spine and to perform restorative and fusion procedures in a minimally disruptive fashion. The Company’s biologic product line offerings includes allograft (donated human tissue), FormaGraft®, a collagen synthetic product, Osteocel Plus®, an allograft cellular matrix containing viable mesenchymal stem cells, or MSCs, and AttraX®, a synthetic bone graft material, all used to aid the spinal fusion process. The Company’s monitoring service offering includes IOM services provided. Revenue by product line offerings was as follows (in thousands): | ||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Spine Surgery Products | $ | 530,370 | $ | 471,186 | $ | 430,970 | ||||||||||||||
Biologics | 115,633 | 110,179 | 99,759 | |||||||||||||||||
Monitoring Service | 39,170 | 38,890 | 9,777 | |||||||||||||||||
Total Revenue | $ | 685,173 | $ | 620,255 | $ | 540,506 | ||||||||||||||
Revenue and property and equipment, net, by geographic area were as follows (in thousands): | ||||||||||||||||||||
Revenue | Property and Equipment, Net | |||||||||||||||||||
Year Ended December 31, | December 31, | |||||||||||||||||||
2013 | 2012 | 2011 | 2013 | 2012 | ||||||||||||||||
United States | $ | 620,363 | $ | 575,255 | $ | 511,310 | $ | 109,458 | $ | 112,701 | ||||||||||
International (excludes Puerto Rico) | 64,810 | 45,000 | 29,196 | 18,606 | 12,422 | |||||||||||||||
Total | $ | 685,173 | $ | 620,255 | $ | 540,506 | $ | 128,064 | $ | 125,123 | ||||||||||
Legal_Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2013 | |
Legal Proceedings [Abstract] | ' |
Legal Proceedings | ' |
11. Legal Proceedings | |
Medtronic Sofamor Danek USA, Inc. Litigation | |
In August 2008, Warsaw Orthopedic, Inc., Medtronic Sofamor Danek USA, Inc. and other Medtronic related entities (collectively, Medtronic) filed suit against NuVasive in the U.S. District Court for the Southern District of California (the Medtronic Litigation), alleging that certain of NuVasive’s products infringe, or contribute to the infringement of, twelve U.S. patents assigned or licensed to Medtronic. Three of the patents were later withdrawn by Medtronic, leaving nine patents. NuVasive brought counterclaims against Medtronic alleging infringement of certain of NuVasive’s patents. The case has been administratively broken into serial phases. The first phase of the case included three Medtronic patents and one NuVasive patent and on September 20, 2011, a jury from the U.S. District Court delivered an unfavorable verdict against NuVasive with respect to the three Medtronic patents and a favorable verdict with respect to the one NuVasive patent. The jury awarded monetary damages of approximately $101.2 million to Medtronic, which includes lost profits and back royalties (the 2011 verdict). Medtronic’s subsequent motion for a permanent injunction was denied by the District Court on January 26, 2012. On March 19, 2012, the District Court issued an order granting prejudgment interest, and on June 11, 2013, the District Court ruled on the ongoing royalty rates (the June 2013 ruling). On August 20, 2013, NuVasive and Medtronic filed their respective notices of appeal, and the appeal is now proceeding before the U.S. Court of Appeals for the Federal Circuit. In addition, on March 19, 2012, the Company entered into an escrow arrangement and transferred $113.3 million of cash into a restricted escrow account to secure the amount of judgment, plus prejudgment interest, during pendency of the appeal. These funds are included in restricted cash and investments on the Company's December 31, 2013 consolidated balance sheet. | |
In accordance with the authoritative guidance on the evaluation of loss contingencies, during the year ended December 31, 2011, the Company recorded an accrual of $101.2 million for the 2011 verdict. In addition, on sales subsequent to the 2011 verdict and through March 31, 2013, the Company accrued royalties at the royalty rates stated in the 2011 verdict. Upon receiving the District Court ruling in June 2013, the Company began accruing ongoing royalties on sales at the royalty rates stated in the June 2013 ruling, and recorded a charge of approximately $7.9 million to account for the difference between using the royalty rates stated in the 2011 verdict and those in the June 2013 ruling on sales through March 31, 2013. As a result of the June 2013 ruling, the Company will be required to escrow funds to secure accrued royalties, estimated at $21 million to date, and ongoing royalties. The Company is also accruing post-judgment interest. With respect to the prejudgment interest award, the Company, based on its own assessment, as well as that of outside counsel, believes a reversal of the prejudgment interest award on appeal is probable, and therefore, in accordance with authoritative guidance on the evaluation of loss contingencies, the Company has not recorded an accrual for this amount, which is estimated to approximate $13.0 million. Additional damages, including interest may still be awarded, and at December 31, 2013, the Company cannot estimate a range of additional potential loss. | |
With respect to the favorable verdict delivered regarding the one NuVasive patent, the jury awarded the Company monetary damages of approximately $0.7 million for reasonable royalty damages. In accordance with the authoritative guidance on the evaluation of gain contingencies, this amount has not been recorded at December 31, 2013. Additionally, the June 2013 ruling determined the ongoing royalty rate to be paid to the Company by Medtronic for its post-verdict sales of the one NuVasive patent. Consistent with the treatment afforded the $0.7 million damage award, no amount has been recorded for royalty revenue as of December 31, 2013. | |
The second phase of the case pending in the Southern District of California involved one Medtronic cervical plate patent. On April 25, 2013, NuVasive and Medtronic entered into a settlement agreement fully resolving the second phase of the case. The settlement also removes from the case the cervical plate patent that was part of the first phase. As part of the settlement, NuVasive received a broad license to practice (i) the Medtronic patent that was the sole subject of the second phase of the litigation, (ii) the Medtronic patent that was part of the first phase of the litigation, and (iii) each of the Medtronic patent families that collectively represent the vast majority of Medtronic's patent rights related to cervical plate technology. In exchange for these license rights, NuVasive made a one-time payment to Medtronic of $7.5 million, which amount will be fully offset against any damage award ultimately determined to be owed by NuVasive in connection with a final resolution of the first phase of the litigation. In addition, Medtronic will receive a royalty on certain cervical plate products sold by NuVasive, including the Helix® and Gradient® lines of products. As a result of this settlement, all current patent disputes between the parties related to cervical plate technology have been resolved. | |
In August 2012, Medtronic filed additional patent claims in the U.S. District Court for the Northern District of Indiana alleging that various NuVasive spinal implants (including its CoRoent® XL family of spinal implants) and NuVasive's Osteocel® Plus bone graft product infringe two additional Medtronic Patents not asserted in the Southern District of California and that NuVasive's XLIF procedure and use of MaXcess IV retractor during the XLIF procedure infringe methodology claims of another Medtronic patent. The case was later transferred to the Southern District of California and on March 7, 2013, the Company counterclaimed to allege infringement by Medtronic of eight NuVasive patents not asserted in the first or second phases of the litigation. On June 27, 2013, NuVasive filed an inter partes review petition with the U.S. Patent Office challenging U.S. patent No. 8,444,696, ("the '696 patent"), which issued to Medtronic on May 21, 2013. On July 25, 2013, Medtronic amended its complaint to add a charge of infringement of the '696 patent. The District Court has yet to determine which patents are to be tried in this phase of the case, and a trial readiness conference is scheduled for November 2014. Trial of this third phase of the case is currently scheduled to begin in December 2014. At December 31, 2013, the probable outcome of this litigation cannot be determined, nor can the Company estimate a range of potential loss. In accordance with the authoritative guidance on the evaluation of loss contingencies, the Company has not recorded an accrual related to this litigation. | |
Trademark Infringement Litigation | |
In September 2009, Neurovision Medical Products, Inc. (NMP) filed suit against NuVasive in the U.S. District Court for the Central District of California (Case No. 2:9-cv-6988-R-JEM) alleging trademark infringement and unfair competition. NMP sought cancellation of NuVasive’s “NeuroVision” trademark registrations, injunctive relief and damages based on NMP’s common law use of the “Neurovision” mark. On November 23, 2009, the Company denied the allegations in NMP’s complaint. After trial of the matter, on October 25, 2010 an unfavorable jury verdict was delivered against the Company relating to its use of the NeuroVision trade name. The verdict awarded damages to NMP of $60.0 million. The Company appealed the judgment and on September 10, 2012, the Court of Appeals reversed and vacated the District Court judgment and ordered the case back to the District Court for a new trial before a different judge. On October 5, 2012, the case was reassigned to a new District Court judge and re-trial of the matter is currently scheduled to begin in the District Court in Spring 2014. During pendency of the appeal, the Company was required to escrow funds totaling $62.5 million to secure the amount of the judgment, plus interest, attorneys’ fees and costs. As a result of the reversal of the judgment, the full $62.5 million was released from escrow and returned to the Company. At December 31, 2013, the probable outcome of this litigation cannot be determined, nor can the Company estimate a range of potential loss. In accordance with the authoritative guidance on the evaluation of loss contingencies, the Company has not recorded an accrual related to this litigation. | |
Securities Litigation | |
On August 28, 2013, a purported securities class action lawsuit was filed by Danny Popov in the United States District Court for the Southern District of California naming NuVasive and certain of its current and former executive officers for allegedly making false and materially misleading statements regarding the Company's business and financial results, specifically relating to the purported improper submission of false claims to Medicare and Medicaid. The complaint asserts a putative class period stemming from October 22, 2008 to July 30, 2013. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder and seeks unspecified monetary relief, interest, and attorneys’ fees. The Company intends to vigorously defend against this action. At December 31, 2013, the probable outcome of this litigation cannot be determined, nor can the Company estimate a range of potential loss. In accordance with authoritative guidance on the evaluation of loss contingencies, the Company has not recorded an accrual related to this litigation. | |
Contingencies | |
The Company is party to certain claims and legal actions arising in the normal course of business. The Company does not expect any such claims and legal actions to have a material adverse effect on its business, results of operations or financial condition. |
Regulatory_Matter_Notes
Regulatory Matter (Notes) | 12 Months Ended |
Dec. 31, 2013 | |
Regulatory Matter [Abstract] | ' |
Regulatory Matter [Text Block] | ' |
12. Regulatory Matter | |
During the second quarter of 2013, the Company received a federal administrative subpoena from the Office of the Inspector General of the U.S. Department of Health and Human Services (OIG) in connection with an investigation into possible false or otherwise improper claims submitted to Medicare and Medicaid. The subpoena seeks discovery of documents for the period January 2007 through April 2013. The Company is working with the OIG to understand the scope of the subpoena and to provide the requested documents. The Company intends to fully cooperate with the OIG's request. At December 31, 2013, the Company is unable to determine the potential financial impact, if any, that will result from this investigation. |
Quarterly_Data_unaudited
Quarterly Data (unaudited) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
Quarterly Data (unaudited) | ' | |||||||||||||||
13. Quarterly Data (unaudited) | ||||||||||||||||
The following quarterly financial data, in the opinion of management, reflects all adjustments, consisting of normal recurring adjustments necessary, for a fair presentation of results for the periods presented (in thousands, except per share amounts): | ||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter (1) | Quarter | Quarter | |||||||||||||
Total revenues | $ | 159,504 | $ | 165,698 | $ | 169,156 | $ | 190,815 | ||||||||
Gross profit | 120,408 | 116,954 | 125,865 | 141,462 | ||||||||||||
Consolidated net income (loss) | 596 | (6,728 | ) | 7,280 | 5,837 | |||||||||||
Net income (loss) attributable to NuVasive, Inc. | 851 | (6,469 | ) | 7,511 | 6,009 | |||||||||||
Basic net income (loss) per common share attributable to NuVasive, Inc. | 0.02 | (0.15 | ) | 0.17 | 0.13 | |||||||||||
Diluted net income (loss) per common share attributable to NuVasive, Inc. | 0.02 | (0.15 | ) | 0.16 | 0.13 | |||||||||||
Year Ended December 31, 2012 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter (2) | |||||||||||||
Total revenues | $ | 151,691 | $ | 154,419 | $ | 148,391 | $ | 165,754 | ||||||||
Gross profit | 114,758 | 117,885 | 110,645 | 123,558 | ||||||||||||
Consolidated net income (loss) | 469 | 2,610 | 2,139 | (2,776 | ) | |||||||||||
Net income (loss) attributable to NuVasive, Inc. | 673 | 2,863 | 2,354 | (2,746 | ) | |||||||||||
Basic net income (loss) per common share attributable to NuVasive, Inc. | 0.02 | 0.07 | 0.05 | (0.06 | ) | |||||||||||
Diluted net income (loss) per common share attributable to NuVasive, Inc. | 0.02 | 0.06 | 0.05 | (0.06 | ) | |||||||||||
-1 | Consolidated financial results include a one-time royalty expense charge of $7.9 million, accounting for the difference in using the Medtronic royalty rates stated in the September 2011 verdict and those in the June 2013 ruling on sales through March 31, 2013. | |||||||||||||||
-2 | Consolidated financial results include impairment charges of $8.3 million for Impulse Monitoring's goodwill and $1.4 million related to certain intangible assets. |
Valuation_Accounts
Valuation Accounts | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ' | |||||||||||||||||||
Valuation Accounts | ' | |||||||||||||||||||
NuVasive, Inc. | ||||||||||||||||||||
Schedule II: Valuation Accounts | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Balance at | Additions(1) | Deductions(2) | Other(3) | Balance at | ||||||||||||||||
Beginning of Period | End of Period | |||||||||||||||||||
Accounts Receivable Valuation Accounts | ||||||||||||||||||||
Year ended December 31, 2013 | $ | 2,780 | $ | 753 | $ | 52 | $ | — | $ | 3,481 | ||||||||||
Year ended December 31, 2012 | $ | 3,430 | $ | 107 | $ | 757 | $ | — | $ | 2,780 | ||||||||||
Year ended December 31, 2011 | $ | 2,573 | $ | 2,328 | $ | 488 | 983 | $ | 3,430 | |||||||||||
Balance at | Additions(4) | Deductions(5) | Balance at | |||||||||||||||||
Beginning of Period | End of Period | |||||||||||||||||||
Inventory Reserve | ||||||||||||||||||||
Year ended December 31, 2013 | $ | 16,856 | $ | 10,003 | $ | 4,985 | $ | 21,874 | ||||||||||||
Year ended December 31, 2012 | $ | 11,739 | $ | 9,324 | $ | 4,207 | $ | 16,856 | ||||||||||||
Year ended December 31, 2011 | $ | 6,244 | $ | 9,438 | $ | 3,943 | $ | 11,739 | ||||||||||||
-1 | Amount represents customer balances deemed uncollectible. | |||||||||||||||||||
-2 | Uncollectible accounts written-off. | |||||||||||||||||||
-3 | Amount represents recoveries received. | |||||||||||||||||||
-4 | Amount represents excess and obsolete reserve recorded to cost of sales. | |||||||||||||||||||
-5 | Excess and obsolete inventory written-off against reserve. |
Organization_and_Significant_A1
Organization and Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||
Description of Business | ' | |||||||||||
Description of Business. NuVasive, Inc. (the Company or NuVasive) was incorporated in Delaware on July 21, 1997, and began commercializing its products in 2001. The Company is focused on developing minimally disruptive surgical products and procedurally integrated solutions for the spine. NuVasive's principal product offering includes a minimally disruptive surgical platform called Maximum Access Surgery, or MAS®, as well as an offering of biologics, cervical and motion preservation products. The MAS platform combines three categories of solutions that collectively minimize soft tissue disruption during spine fusion surgery, provide maximum visualization and are designed to enable reproducible outcomes for the surgeon. The platform includes a proprietary software-driven nerve detection and avoidance systems, NVM5 and NVJJB, and Intra-Operative Monitoring (IOM) support; MaXcess®, an integrated split-blade retractor system; and a wide variety of specialized implants. The individual components of NuVasive's MAS platform, and many of the Company's products, can also be used in open or traditional spine surgery. The Company continues to focus significant research and development efforts to expand its MAS product platform and advance the applications of its unique technology into procedurally integrated surgical solutions. The Company dedicates significant resources toward training spine surgeons on its unique technology and products. | ||||||||||||
The Company’s primary business model is to loan its MAS systems to surgeons and hospitals who purchase implants, biologics and disposables for use in individual procedures. In addition, for larger customers, the Company’s proprietary nerve monitoring systems, MaXcess and surgical instrument sets are placed with hospitals for an extended period at no up-front cost to them. The Company also offers a range of bone allograft in patented saline packaging, disposables and spine implants, which include its branded CoRoent® products and fixation devices such as rods, plates and screws. Implants, biologics and disposables are shipped from the Company’s inventories. The Company sells an immaterial quantity of MAS instrument sets, MaXcess and nerve monitoring systems to hospitals. | ||||||||||||
On October 7, 2011, the Company completed the acquisition of Impulse Monitoring, Inc. (Impulse Monitoring), a company which provides IOM services of the nervous system during spine and other surgeries. The acquisition complemented the Company’s existing nerve monitoring systems, which are designed for discreet and directional nerve avoidance and detection, making lateral access to the spine during the eXtreme lateral interbody fusion (XLIF®) procedure more safe and reproducible. | ||||||||||||
Basis of Presentation and Principles of Consolidation | ' | |||||||||||
Basis of Presentation and Principles of Consolidation. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Additionally, the consolidated financial statements for all periods presented include the accounts of a variable interest entity, Progentix Orthobiology, B.V. (Progentix), which is consolidated pursuant to existing guidance issued by the Financial Accounting Standards Board (FASB). | ||||||||||||
As a result of the October 2011 acquisition of Impulse Monitoring, the Company maintains a contractual relationship with several physician practices (PCs) whereby the PCs provide the physician oversight service associated with the IOM services. Pursuant to such contractual arrangements, the Company provides management services to the PCs. As of December 31, 2013 and 2012, the associated PCs are American Neuromonitoring Associates, P.C.; Pacific Neuromonitoring Associates, Inc.; Keystone Neuromonitoring Associates, P.C.; North Pacific Neuromonitoring Associates, P.C.; and Midwest Neuromonitoring Associates, Inc. Under the management services agreements, the Company provides all non-medical services to the PCs in return for a management fee that is settled on a monthly basis. The management services include management reporting, billing and collections of all charges for medical services provided and all administrative support to the PCs. Pursuant to existing guidance issued by the FASB, the accompanying consolidated financial statements include the accounts of the PCs from the date of acquisition. | ||||||||||||
All significant intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||
Use of Estimates | ' | |||||||||||
Use of Estimates. To prepare financial statements in conformity with generally accepted accounting principles accepted in the United States of America, management must make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | ||||||||||||
Concentration of Credit Risk and Significant Customers | ' | |||||||||||
Concentration of Credit Risk and Significant Customers. Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, short-term and long-term marketable securities and accounts receivable. The Company limits its exposure to credit loss by placing its cash and investments with high credit quality financial institutions. Additionally, the Company has established guidelines regarding diversification of its investments and their maturities, which are designed to maintain principal and maximize liquidity. No single customer represented greater than ten percent of sales or accounts receivable for any of the periods presented. | ||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||
Fair Value of Financial Instruments. The Company’s financial instruments consist principally of cash and cash equivalents, short-term and long-term marketable securities, accounts receivable, accounts payable, accrued expenses, and Senior Convertible Notes. In addition, during the year ended December 31, 2011, financial instruments included a derivative liability and asset related to its Senior Convertible Notes. | ||||||||||||
The carrying amounts of financial instruments such as cash equivalents, accounts receivable, accounts payable and accrued expenses approximate the related fair values due to the short-term maturities of these instruments. Marketable securities consist of available-for-sale securities that are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity. The estimated fair value of the Senior Convertible Notes is determined by using available market information as of the reporting date. | ||||||||||||
In June 2011, the Company issued $402.5 million principal amount of 2.75% Senior Convertible Notes due 2017 (the 2017 Notes). Prior to September 28, 2011, the 2017 Notes could only be settled in cash. On September 28, 2011, stockholder approval was obtained to increase the number of the Company’s authorized shares of common stock from 70 million to 120 million. Prior to obtaining stockholder approval, in accordance with authoritative guidance, the cash conversion feature of the 2017 Notes (the 2017 Notes Embedded Conversion Derivative) required bifurcation from the 2017 Notes and was accounted for as a derivative liability. | ||||||||||||
In connection with the issuance of the 2017 Notes, the Company entered into convertible note hedge transactions (the 2017 Hedge) entitling the Company to purchase up to 9,553,096 shares of the Company’s common stock at an initial stock price of $42.13 per share, each of which is subject to adjustment. Prior to obtaining the stockholder approval to increase the number of the Company’s authorized shares of common stock discussed above, the 2017 Hedge could only be settled in cash. In accordance with authoritative guidance, the 2017 Hedge was accounted for as a derivative asset. | ||||||||||||
Upon obtaining stockholder approval to increase the number of authorized shares of the Company’s common stock, the Company can now settle the 2017 Notes in cash, stock, or a combination thereof, solely at the Company’s election. In accordance with authoritative guidance, the derivative liability and asset were marked to fair value and reclassified to stockholders’ equity. | ||||||||||||
During the year ended December 31, 2011, the Company recognized non-cash income of approximately $2.4 million related to the net change in the fair values of the derivative liability and asset. This $2.4 million consists of a $39.5 million gain related to the change in the fair value of the derivative liability and a loss of $37.1 million related to the change in the fair value of the derivative asset. Gains and losses were recorded in the statement of operations as a component of other expense, net. | ||||||||||||
Cash and Cash Equivalents | ' | |||||||||||
Cash and Cash Equivalents. The Company considers all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. | ||||||||||||
Marketable Securities | ' | |||||||||||
Marketable Securities. The Company defines marketable securities as income yielding securities that can be readily converted into cash. Marketable securities consist of certificates of deposit, corporate notes, commercial paper, U.S. government treasury securities, and securities of government-sponsored entities. | ||||||||||||
Revenue Recognition | ' | |||||||||||
Revenue Recognition. In accordance with the Securities and Exchange Commission's guidance, the Company recognizes revenue when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the selling price is fixed or determinable; and (iv) collectability is reasonably assured. Specifically, revenue from the sale of implants, biologics and disposables is generally recognized upon acknowledgment of a purchase order from the hospital indicating product use or implantation or upon shipment to third-party customers who immediately accept title. Revenue from the sale of instrument sets is recognized upon receipt of a purchase order and the subsequent shipment to customers who immediately accept title. | ||||||||||||
Monitoring service revenue consists of hospital based revenues and net patient service revenues and is recorded in the period the service is provided. Hospital based revenues are recorded based upon contracted billing rates. Net patient services are billed to various payers, including Medicare, commercial insurance companies, other directly billed managed healthcare plans, employers, and individuals. The Company reports revenues from contracted payers, including Medicare, certain insurance companies and certain managed healthcare plans, based on the contractual rate, or in the case of Medicare, the published fee schedules. The Company reports revenues from non-contracted payers, including certain insurance companies and individuals, based on the amount expected to be collected. The difference between the amount billed and the amount expected to be collected from non-contracted payers is recorded as a contractual allowance to arrive at net revenues. The expected revenues from non-contracted payers are based on the historical collection experience of each payer or payer group, as appropriate. In each reporting period, the Company reviews the historical collection experience for non-contracted payers and adjusts the expected revenues for current and subsequent periods accordingly. | ||||||||||||
Accounts Receivable and Related Valuation Accounts | ' | |||||||||||
Accounts Receivable and Related Valuation Accounts. Accounts receivable in the accompanying consolidated balance sheets are presented net of allowances for doubtful accounts and sales returns. | ||||||||||||
The Company performs credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers. The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for specific receivables if and when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices as well as a review of the overall quality and age of those invoices not specifically reviewed. In determining the provision for invoices not specifically reviewed, the Company analyzes historical collection experience and current economic trends. | ||||||||||||
In addition, the Company establishes a reserve for estimated sales returns that is recorded as a reduction to revenue. This reserve is maintained to account for the future return of products sold in the current period. Product returns were not material for the years ended December 31, 2013, 2012 and 2011. | ||||||||||||
Inventory | ' | |||||||||||
Inventory. Inventory consists primarily of purchased finished goods, which includes specialized implants and disposables, and is stated at the lower of cost or market determined by a weighted average cost method. Approximately $5.9 million and $7.4 million of inventory was held at consigned locations at December 31, 2013 and 2012, respectively. The Company reviews the components of its inventory on a periodic basis for excess and obsolescence and records a reserve for the identified items. At December 31, 2013 and 2012, the balance of the allowance for excess and obsolete inventory is $21.9 million and $16.9 million, respectively. | ||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||
Goodwill and Intangible Assets. Goodwill represents the excess of the aggregate purchase price over the fair value of the tangible and identifiable intangible assets acquired by the Company. Intangible assets are initially measured at their fair value, determined either by the fair value of the consideration exchanged for the intangible asset, or the estimated discounted cash flows expected to be generated from the intangible asset. | ||||||||||||
The goodwill recorded as a result of the business combinations in the years presented is not deductible for tax purposes. Goodwill and indefinite lived intangible assets, which consists of in-process research and development acquired, are not amortized. The Company assesses goodwill and indefinite lived intangible assets for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstance warrant such a review. For purposes of assessing the impairment of goodwill, the Company estimates the value of its primary reporting unit using its market capitalization as the best evidence of fair value. For other reporting units, the Company estimates the fair value using the income approach valuation methodology based on discounted cash flows. If the carrying amount of a reporting unit exceeds its fair value, then a goodwill impairment test is performed to measure the amount of the impairment loss, if any. During 2013, consistent with the continued integration of Impulse Monitoring into the Company's core business, discrete financial information for Impulse Monitoring is no longer available which resulted in the combination of the former Impulse Monitoring reporting unit into the Company's primary reporting unit. As such, in 2013, the Company had two reporting units; the Progentix reporting unit and the remainder of the Company. During the years ended December 31, 2013 and 2011, the Company did not record any impairment charges related to goodwill. During the fourth quarter of 2012, the Company updated its discounted cash flow valuation model for Impulse Monitoring and based on management's current estimates of revenues and expenses, related cash flows and the discount rate used in the model, the estimated fair value of the then Impulse Monitoring's reporting unit was less than its carrying value. Management's estimates of revenues and related cash flows reflected the impacts of the significant coding changes for IOM services which took effect in 2013 and resulted in reduced reimbursement for IOM services. In accordance with the authoritative guidance, the Company recorded an impairment charge to Impulse Monitoring's goodwill of $8.3 million. | ||||||||||||
During the years ended December 31, 2012 and 2011, the Company recorded impairment charges of $1.4 million and $17.6 million, respectively, related to the in process research and development recorded for the PCM® device acquired from Cervitech in 2009. The primary factor contributing to this impairment charge was the reduction in management’s revenue estimate and the related decrease to the estimated cash flows for this device. The PCM device received U.S. Food and Drug Administration (FDA) approval in late 2012. | ||||||||||||
Intangible assets with a finite life, such as acquired technology, customer relationships, manufacturing know-how, licensed technology, supply agreements and certain trade names and trademarks, are amortized on a straight-line basis over their estimated useful life, ranging from one to 17 years. Intangible assets with a finite life are tested for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. | ||||||||||||
In determining the useful lives of intangible assets, the Company considers the expected use of the assets and the effects of obsolescence, demand, competition, anticipated technological advances, changes in surgical techniques, market influences and other economic factors. For technology based intangible assets, the Company considers the expected life cycles of products which incorporate the corresponding technology. Trademarks and trade names that are related to products are assigned lives consistent with the period in which the products bearing each brand are expected to be sold. | ||||||||||||
Property, Plant and Equipment | ' | |||||||||||
Property and Equipment. Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from three to 20 years. Maintenance and repairs are expensed as incurred. The Company amortizes leasehold improvements over their estimated useful lives or the term of the applicable lease, whichever is shorter. | ||||||||||||
The Company reviews property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset are less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset exceeds its fair value. | ||||||||||||
Research and Development | ' | |||||||||||
Research and Development. Research and development costs are expensed as incurred. | ||||||||||||
Product Shipment Costs | ' | |||||||||||
Product Shipment Costs. Amounts billed to customers for shipping and handling of products are reflected in revenues and are not significant for any period presented. Product shipment costs are included in sales, marketing and administrative expense in the accompanying consolidated statements of operations and were $21.7 million, $17.6 million, and $18.8 million for the years ended December 31, 2013, 2012, and 2011, respectively. | ||||||||||||
Income Taxes | ' | |||||||||||
Income Taxes. A deferred tax asset or liability is determined based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. | ||||||||||||
Loss Contingencies | ' | |||||||||||
Loss Contingencies. The Company is involved in a number of legal actions arising out of the normal course of our business. The outcomes of these legal actions are not within the Company's complete control and may not be known for prolonged periods of time. In some actions, the claimants seek damages as well as other relief, including injunctions barring the sale of products that are the subject of the lawsuit, that could require significant expenditures or result in lost revenues. In accordance with authoritative guidance, the Company discloses information regarding each material claim where the likelihood of a loss contingency is probable or reasonably possible. An estimated loss contingency is accrued in the Company's financial statements if it is both probable that the liability has been incurred and the amount of the loss can be reasonably estimated. If a loss is reasonably possible and can be reasonably estimated, the estimated loss or range of loss is disclosed in the notes to the consolidated financial statements. In most cases, significant judgment is required to estimate the amount and timing of a loss to be recorded. | ||||||||||||
Net Income (Loss) Per Share | ' | |||||||||||
Net Income (Loss) Per Share. The Company computes basic net income (loss) per share using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would be anti-dilutive. For purposes of this calculation, common stock equivalents include the Company’s stock options, unvested restricted stock units (RSUs), including those with performance and market conditions, warrants, and the shares to be issued upon the conversion of the Senior Convertible Notes. No shares related to the assumed conversion of the Senior Convertible Notes were included in the diluted net income (loss) calculation for the years ended December 31, 2013, 2012 and 2011 because the inclusion of such shares would have had an anti-dilutive effect. The shares to be issued upon exercise of all outstanding warrants were excluded from the diluted net income (loss) calculation for all years presented because the inclusion of such shares would have had an anti-dilutive effect. | ||||||||||||
The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except share data): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerator: | ||||||||||||
Net income (loss) attributable to NuVasive, Inc. | $ | 7,902 | $ | 3,144 | $ | (69,849 | ) | |||||
Denominator for basic and diluted net income (loss) per share: | ||||||||||||
Weighted average common shares outstanding for basic | 44,461 | 43,328 | 40,372 | |||||||||
Dilutive potential common stock outstanding: | ||||||||||||
Stock options and Employee Stock Purchase Plan (ESPP) | 416 | 177 | — | |||||||||
Restricted stock units | 1,909 | 767 | — | |||||||||
Weighted average common shares outstanding for diluted | 46,786 | 44,272 | 40,372 | |||||||||
Basic net income (loss) per share attributable to NuVasive, Inc. | $ | 0.18 | $ | 0.07 | $ | (1.73 | ) | |||||
Diluted net income (loss) per share attributable to NuVasive, Inc. | $ | 0.17 | $ | 0.07 | $ | (1.73 | ) | |||||
The following weighted outstanding common stock equivalents were not included in the calculation of net income (loss) per diluted share because their effects were anti-dilutive (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Stock options, ESPP shares and unvested restricted stock units | 5,015 | 6,592 | 8,091 | |||||||||
Warrants | 12,709 | 14,694 | 10,009 | |||||||||
Senior Convertible Notes | 9,890 | 11,214 | 8,948 | |||||||||
Total | 27,614 | 32,500 | 27,048 | |||||||||
Comprehensive Income (Loss) | ' | |||||||||||
Comprehensive Income (Loss). Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) includes unrealized gains or losses on the Company’s marketable securities and foreign currency translation adjustments. The cumulative translation adjustments included in accumulated other comprehensive income (loss) were a net cumulative loss of $3.3 million at December 31, 2013 and a net cumulative gain of $0.7 million at December 31, 2012. | ||||||||||||
Recently Adopted Accounting Standards | ' | |||||||||||
Recently Adopted Accounting Standards. Effective January 1, 2013, the Company adopted the FASB's requirements for improved transparency of reporting reclassifications out of accumulated other comprehensive income (AOCI). The guidance requires companies to report, in one place, information about reclassifications out of AOCI and to present reclassifications by component when reporting changes in AOCI balances. The adoption of this authoritative guidance did not have an impact on the Company's financial position or results of operations. | ||||||||||||
Change in Accounting Estimate | ' | |||||||||||
Change in Accounting Estimate. During the first quarter of 2011, the Company completed a review of the estimated useful life of its surgical instrument sets. Based on historical useful life information, as well as forecasted product life cycles and demand expectations, the useful life of certain surgical instrument sets was extended from three to four years. In accordance with authoritative guidance, this was accounted for as a change in accounting estimate and was made on a prospective basis effective January 1, 2011. For the year ended December 31, 2013, depreciation expense, which is included in sales, marketing and administrative expenses, was higher by approximately $4.6 million than it would have been had the useful life of these assets not been extended. For the years ended December 31, 2012 and 2011, depreciation expense was lower by approximately $1.2 million and $5.9 million, respectively, than it would have been had the useful life of these assets not been extended. The effect of this change on net income for the years ended December 31, 2013, 2012, and 2011 was $3.3 million, $0.7 million, and $4.2 million, respectively. The effect of this change on both basic and diluted earnings per share for the year ended December 31, 2013 was a decrease of $0.07 per share. The effect of this change on both basic and diluted earnings per share for the years ended December 31, 2012 and 2011 was an increase of $0.02, and $0.10 per share, respectively. | ||||||||||||
Reclassifications and Adjustments | ' | |||||||||||
Reclassifications and Adjustments. Certain reclassifications have been made to the prior year consolidated financial statements and notes to conform to the current year presentation. | ||||||||||||
During the year ended December 31, 2011, the Company identified an immaterial error in the consolidated financial statements for the year ended December 31, 2010 related to the accrual of payroll expenses. Based on a quantitative and qualitative analysis of the error as required by authoritative guidance, management concluded that the correction, which increased expenses by approximately $1.3 million for the year ended December 31, 2011, had no material impact on any of the Company’s previously issued financial statements, was immaterial to the full year results for 2011 and had no effect on the trend of financial results. Of the $1.3 million, approximately $1.0 million and $0.3 million was charged to sales, marketing and administrative expenses and research and development expenses, respectively. |
Organization_and_Significant_A2
Organization and Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||
Computation of basic and diluted earnings per share | ' | |||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerator: | ||||||||||||
Net income (loss) attributable to NuVasive, Inc. | $ | 7,902 | $ | 3,144 | $ | (69,849 | ) | |||||
Denominator for basic and diluted net income (loss) per share: | ||||||||||||
Weighted average common shares outstanding for basic | 44,461 | 43,328 | 40,372 | |||||||||
Dilutive potential common stock outstanding: | ||||||||||||
Stock options and Employee Stock Purchase Plan (ESPP) | 416 | 177 | — | |||||||||
Restricted stock units | 1,909 | 767 | — | |||||||||
Weighted average common shares outstanding for diluted | 46,786 | 44,272 | 40,372 | |||||||||
Basic net income (loss) per share attributable to NuVasive, Inc. | $ | 0.18 | $ | 0.07 | $ | (1.73 | ) | |||||
Diluted net income (loss) per share attributable to NuVasive, Inc. | $ | 0.17 | $ | 0.07 | $ | (1.73 | ) | |||||
Anti-dilutive common stock equivalents not included in calculation of net income per diluted share | ' | |||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Stock options, ESPP shares and unvested restricted stock units | 5,015 | 6,592 | 8,091 | |||||||||
Warrants | 12,709 | 14,694 | 10,009 | |||||||||
Senior Convertible Notes | 9,890 | 11,214 | 8,948 | |||||||||
Total | 27,614 | 32,500 | 27,048 | |||||||||
Business_Combinations_Tables
Business Combinations (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Business Acquisition [Line Items] | ' | |||||||
Summary of assets and liabilities included in the accompanying consolidated balance sheet | ' | |||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Total current assets | $ | 580 | $ | 657 | ||||
Identifiable intangible assets, net | 14,403 | 14,871 | ||||||
Goodwill | 12,654 | 12,654 | ||||||
Other long-term assets | 7 | 15 | ||||||
Accounts payable & accrued expenses | 403 | 230 | ||||||
Deferred tax liabilities, net | 2,770 | 2,890 | ||||||
Noncontrolling interests | 9,086 | 10,003 | ||||||
Reconciliation of equity (net assets) attributable to the noncontrolling interests | ' | |||||||
Year Ended | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Noncontrolling interests at beginning of period | $ | 10,003 | $ | 10,705 | ||||
Less: Net loss attributable to the noncontrolling interests prior to reclassification from mezzanine to equity | 514 | 702 | ||||||
Less: Net loss attributable to the noncontrolling interests subsequent to reclassification from mezzanine to equity | 403 | — | ||||||
Noncontrolling interests at end of period | $ | 9,086 | $ | 10,003 | ||||
Impulse Monitoring [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Summary of unaudited pro forma | ' | |||||||
Year Ended | ||||||||
December 31, 2011 | ||||||||
Revenue | $ | 570,410 | ||||||
Net (loss) income attributable to NuVasive, Inc. | $ | (67,176 | ) | |||||
Net (loss) income per share — basic | $ | (1.59 | ) | |||||
Net (loss) income per share — diluted | $ | (1.59 | ) |
Marketable_Securities_Tables
Marketable Securities (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||||
Composition of marketable securities | ' | |||||||||||||||||
Contractual | Amortized Cost | Gross | Gross | Fair Value | ||||||||||||||
Maturity | Unrealized | Unrealized | ||||||||||||||||
(in Years) | Gains | Losses | ||||||||||||||||
December 31, 2013: | ||||||||||||||||||
Classified as current assets | ||||||||||||||||||
Certificates of deposit | Less than 1 | $ | 833 | $ | — | $ | — | $ | 833 | |||||||||
Corporate notes | Less than 1 | 71,611 | 23 | (6 | ) | 71,628 | ||||||||||||
Commercial paper | Less than 1 | 19,973 | — | — | 19,973 | |||||||||||||
U.S. government treasury securities | Less than 1 | 7,603 | 2 | — | 7,605 | |||||||||||||
Securities of government-sponsored entities | Less than 1 | 43,405 | 14 | (9 | ) | 43,410 | ||||||||||||
Short-term marketable securities | 143,425 | 39 | (15 | ) | 143,449 | |||||||||||||
Classified as non-current assets | ||||||||||||||||||
Certificates of deposit | 1 to 2 | 283 | — | — | 283 | |||||||||||||
Corporate notes | 1 to 2 | 32,309 | 23 | (14 | ) | 32,318 | ||||||||||||
U.S. government treasury securities | 1 to 2 | 1,500 | 1 | — | 1,501 | |||||||||||||
Securities of government-sponsored entities | 1 to 2 | 45,722 | 19 | (14 | ) | 45,727 | ||||||||||||
Long-term marketable securities | 79,814 | 43 | (28 | ) | 79,829 | |||||||||||||
Classified as restricted investments | ||||||||||||||||||
U.S. government treasury securities | Less than 2 | 43,274 | 16 | (6 | ) | 43,284 | ||||||||||||
Securities of government-sponsored entities | Less than 2 | 29,125 | 4 | (16 | ) | 29,113 | ||||||||||||
Restricted investments | 72,399 | 20 | (22 | ) | 72,397 | |||||||||||||
Total marketable securities at December 31, 2013 | $ | 295,638 | $ | 102 | $ | (65 | ) | $ | 295,675 | |||||||||
December 31, 2012: | ||||||||||||||||||
Classified as current assets | ||||||||||||||||||
Certificates of deposit | Less than 1 | $ | 998 | $ | — | $ | — | $ | 998 | |||||||||
Corporate notes | Less than 1 | 19,169 | 3 | (1 | ) | 19,171 | ||||||||||||
Commercial paper | Less than 1 | 9,995 | 2 | — | 9,997 | |||||||||||||
U.S. government treasury securities | Less than 1 | 17,055 | 6 | — | 17,061 | |||||||||||||
Securities of government-sponsored entities | Less than 1 | 91,151 | 27 | — | 91,178 | |||||||||||||
Short-term marketable securities | 138,368 | 38 | (1 | ) | 138,405 | |||||||||||||
Classified as non-current assets | ||||||||||||||||||
Corporate notes | 1 to 2 | 23,293 | — | (17 | ) | 23,276 | ||||||||||||
U.S. government treasury securities | 1 to 2 | 7,619 | 4 | — | 7,623 | |||||||||||||
Securities of government-sponsored entities | 1 to 2 | 53,493 | 22 | (2 | ) | 53,513 | ||||||||||||
Long-term marketable securities | 84,405 | 26 | (19 | ) | 84,412 | |||||||||||||
Classified as restricted investments | ||||||||||||||||||
U.S. government treasury securities | Less than 2 | 31,784 | 5 | (1 | ) | 31,788 | ||||||||||||
Securities of government-sponsored entities | Less than 2 | 53,618 | 18 | (1 | ) | 53,635 | ||||||||||||
Restricted investments | 85,402 | 23 | (2 | ) | 85,423 | |||||||||||||
Total marketable securities at December 31, 2012 | $ | 308,175 | $ | 87 | $ | (22 | ) | $ | 308,240 | |||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair value assets and liabilities measured on recurring basis | ' | |||||||||||||||
Total | Quoted Price in | Significant Other | Significant | |||||||||||||
Active Market | Observable Inputs | Unobservable | ||||||||||||||
(Level 1) | (Level 2) | Inputs (Level 3) | ||||||||||||||
December 31, 2013: | ||||||||||||||||
Cash Equivalents, Marketable Securities and Restricted Investments: | ||||||||||||||||
Money market funds | $ | 72,514 | $ | 72,514 | $ | — | $ | — | ||||||||
Certificates of deposit | 1,116 | 1,116 | — | — | ||||||||||||
Corporate notes | 103,946 | — | 103,946 | — | ||||||||||||
Commercial paper | 19,973 | — | 19,973 | — | ||||||||||||
U.S. government treasury securities | 52,390 | 52,390 | — | — | ||||||||||||
Securities of government-sponsored entities | 118,250 | — | 118,250 | — | ||||||||||||
Total cash equivalents, marketable securities and restricted investments | $ | 368,189 | $ | 126,020 | $ | 242,169 | $ | — | ||||||||
Contingent Consideration: | ||||||||||||||||
Acquisition-related liabilities, current | $ | (616 | ) | $ | — | $ | — | $ | (616 | ) | ||||||
Acquisition-related liabilities, non-current | (596 | ) | — | — | (596 | ) | ||||||||||
Total contingent consideration | $ | (1,212 | ) | $ | — | $ | — | $ | (1,212 | ) | ||||||
December 31, 2012: | ||||||||||||||||
Cash Equivalents, Marketable Securities and Restricted Investments: | ||||||||||||||||
Money market funds | $ | 89,101 | $ | 89,101 | $ | — | $ | — | ||||||||
Certificates of deposit | 998 | 998 | — | — | ||||||||||||
Corporate notes | 42,447 | — | 42,447 | — | ||||||||||||
Commercial paper | 9,997 | — | 9,997 | — | ||||||||||||
U.S. government treasury securities | 56,472 | 56,472 | — | — | ||||||||||||
Securities of government-sponsored entities | 198,326 | — | 198,326 | — | ||||||||||||
Total cash equivalents, marketable securities and restricted investments | $ | 397,341 | $ | 146,571 | $ | 250,770 | $ | — | ||||||||
Contingent Consideration: | ||||||||||||||||
Acquisition-related liabilities, non-current | $ | (1,074 | ) | $ | — | $ | — | $ | (1,074 | ) | ||||||
Estimated fair value for the Company's Assets and Liabilities measured using significant unobservable inputs (Level 3) | ' | |||||||||||||||
December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Fair value measurement at beginning of period | $ | 1,074 | $ | 32,221 | ||||||||||||
Contingent consideration liability recorded upon acquisition | — | 1,019 | ||||||||||||||
Change in fair value measurement included in operating expenses | 138 | 1,364 | ||||||||||||||
Contingent consideration paid or settled | — | (33,530 | ) | |||||||||||||
Fair value measurement at end of period | $ | 1,212 | $ | 1,074 | ||||||||||||
Balance_Sheet_Details_Tables
Balance Sheet Details (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Balance Sheet Details [Abstract] | ' | |||||||||||||
Property and equipment net | ' | |||||||||||||
Useful | December 31, | |||||||||||||
Life | 2013 | 2012 | ||||||||||||
Instrument sets | 3 to 4 | $ | 171,454 | $ | 159,960 | |||||||||
Machinery and equipment | 5 to 7 | 21,722 | 17,719 | |||||||||||
Computer equipment and software | 3 to 7 | 46,896 | 37,690 | |||||||||||
Leasehold improvements | 2 to 15 | 21,825 | 20,735 | |||||||||||
Furniture and fixtures | 3 to 7 | 7,510 | 7,744 | |||||||||||
Building and improvements | 10 to 20 | 7,371 | 7,195 | |||||||||||
Land | — | 541 | 541 | |||||||||||
277,319 | 251,584 | |||||||||||||
Less: accumulated depreciation and amortization | (149,255 | ) | (126,461 | ) | ||||||||||
$ | 128,064 | $ | 125,123 | |||||||||||
Goodwill and intangible assets | ' | |||||||||||||
Weighted- | Gross | Accumulated | Intangible | |||||||||||
Average | Amount | Amortization | Assets, net | |||||||||||
Amortization | ||||||||||||||
Period | ||||||||||||||
(in years) | ||||||||||||||
Intangible Assets Subject to Amortization: | ||||||||||||||
Purchased technology: | ||||||||||||||
Developed technology | 10 | $ | 55,178 | $ | (14,966 | ) | $ | 40,212 | ||||||
Manufacturing know-how and trade secrets | 12 | 21,712 | (7,996 | ) | 13,716 | |||||||||
Trade name and trademarks | 11 | 9,500 | (2,333 | ) | 7,167 | |||||||||
Customer relationships | 9 | 39,330 | (9,703 | ) | 29,627 | |||||||||
10 | $ | 125,720 | $ | (34,998 | ) | $ | 90,722 | |||||||
Intangible Assets Not Subject to Amortization: | ||||||||||||||
In-process research and development | 10,640 | |||||||||||||
Goodwill | 154,106 | |||||||||||||
Total goodwill and intangible assets, net | $ | 255,468 | ||||||||||||
Weighted- | Gross | Accumulated | Intangible | |||||||||||
Average | Amount | Amortization | Assets, net | |||||||||||
Amortization | ||||||||||||||
Period | ||||||||||||||
(in years) | ||||||||||||||
Intangible Assets Subject to Amortization: | ||||||||||||||
Purchased technology: | ||||||||||||||
Developed technology | 10 | $ | 62,328 | $ | (21,359 | ) | $ | 40,969 | ||||||
Manufacturing know-how and trade secrets | 12 | 21,997 | (9,890 | ) | 12,107 | |||||||||
Trade name and trademarks | 11 | 9,500 | (3,317 | ) | 6,183 | |||||||||
Customer relationships | 8 | 43,871 | (19,784 | ) | 24,087 | |||||||||
10 | $ | 137,696 | $ | (54,350 | ) | $ | 83,346 | |||||||
Intangible Assets Not Subject to Amortization: | ||||||||||||||
In-process research and development | 10,640 | |||||||||||||
Goodwill | 154,944 | |||||||||||||
Total goodwill and intangible assets, net | $ | 248,930 | ||||||||||||
Future amortization expense related to intangible assets | ' | |||||||||||||
2014 | $ | 14,343 | ||||||||||||
2015 | 13,254 | |||||||||||||
2016 | 12,776 | |||||||||||||
2017 | 10,423 | |||||||||||||
2018 | 9,905 | |||||||||||||
Thereafter through 2026 | 22,645 | |||||||||||||
Total future amortization expense | $ | 83,346 | ||||||||||||
Change to goodwill | ' | |||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Balance at beginning of period | $ | 154,106 | $ | 159,349 | ||||||||||
Impairment charge | — | (8,300 | ) | |||||||||||
Additions recorded in connection with business acquisitions | 764 | 2,827 | ||||||||||||
Other | 74 | 230 | ||||||||||||
Balance at end of period | $ | 154,944 | $ | 154,106 | ||||||||||
Accounts payable and accrued liabilities | ' | |||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Accounts payable | $ | 14,281 | $ | 9,040 | ||||||||||
Accrued expenses | 19,078 | 20,880 | ||||||||||||
Royalties payable | 38,967 | 19,861 | ||||||||||||
Distributor commissions payable | 7,319 | 7,523 | ||||||||||||
Non-income taxes payable | 3,951 | 3,144 | ||||||||||||
Other | 2,461 | 1,600 | ||||||||||||
$ | 86,057 | $ | 62,048 | |||||||||||
Other Long-Term Liabilities | ' | |||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Deferred rent | $ | 12,883 | $ | 13,340 | ||||||||||
Capital lease obligation, non-current | 223 | 426 | ||||||||||||
Contingent consideration, non-current | 596 | 1,074 | ||||||||||||
Other | 1,142 | 359 | ||||||||||||
$ | 14,844 | $ | 15,199 | |||||||||||
Senior_Convertible_Notes_Table
Senior Convertible Notes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Net carrying amount of the debt component | ' | |||||||
December 31, | ||||||||
2013 | 2012 | |||||||
2.75% Senior Convertible Notes due 2017: | ||||||||
Principal amount | $ | 402,500 | $ | 402,500 | ||||
Unamortized debt discount | (56,440 | ) | (70,096 | ) | ||||
346,060 | 332,404 | |||||||
2.25% Senior Convertible Notes due 2013 | — | 74,311 | ||||||
Total Senior Convertible Notes | $ | 346,060 | $ | 406,715 | ||||
Commitments_Tables
Commitments (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||
Future minimum annual lease payments under capital and operating leases | ' | |||||||
Capital | Operating | |||||||
Leases | Leases | |||||||
2014 | $ | 580 | $ | 8,668 | ||||
2015 | 146 | 8,280 | ||||||
2016 | 127 | 8,347 | ||||||
2017 | — | 8,220 | ||||||
2018 | — | 8,021 | ||||||
Thereafter | — | 33,698 | ||||||
Total minimum lease payments | 853 | $ | 75,234 | |||||
Less amount representing interest, 14.6% weighted average interest rate | (105 | ) | ||||||
Present value of obligations under capital leases | 748 | |||||||
Less current portion | (525 | ) | ||||||
Long-term capital lease obligations | $ | 223 | ||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Summary of stock option activity under all stock plans | ' | ||||||||||||
Shares | Weighted | Weighted-Average | Aggregate | ||||||||||
Avg. Exercise | Remaining | Intrinsic | |||||||||||
Price | Contractual | Value as of | |||||||||||
Term (Years) | December 31, 2013 | ||||||||||||
Outstanding at December 31, 2012 | 6,716 | $ | 30.44 | ||||||||||
Granted | — | $ | — | ||||||||||
Exercised | (177 | ) | $ | 19.03 | |||||||||
Cancelled | (177 | ) | $ | 30.91 | |||||||||
Outstanding at December 31, 2013 | 6,362 | $ | 30.75 | 4.71 | $ | 24,996 | |||||||
Exercisable at December 31, 2013 | 6,040 | $ | 30.94 | 4.59 | $ | 23,264 | |||||||
Vested or expected to vest at December 31, 2013 | 6,355 | $ | 30.75 | 4.71 | $ | 24,954 | |||||||
Summary of restricted stock units | ' | ||||||||||||
Number of | Weighted | ||||||||||||
Shares | Average | ||||||||||||
Grant Date | |||||||||||||
Fair Value | |||||||||||||
Nonvested at December 31, 2012 | 1,823 | $ | 21.15 | ||||||||||
Granted | 1,179 | $ | 19.49 | ||||||||||
Vested | (548 | ) | $ | 23.69 | |||||||||
Forfeited | (150 | ) | $ | 20.23 | |||||||||
Nonvested at December 31, 2013 | 2,304 | $ | 19.77 | ||||||||||
Schedule of performance-based restricted stock units | ' | ||||||||||||
A summary of the Company's Performance Awards award activity for the year ended December 31, 2013 is as follows (in thousands, except per share amounts): | |||||||||||||
Shares | Maximum Number of Shares Eligible to be Issued | Average Grant Date Fair Value | |||||||||||
Outstanding at December 31, 2012 | 287 | 717 | $ | 15.61 | |||||||||
Awarded at target | 269 | 941 | $ | 19.24 | |||||||||
Achieved in excess of target | 64 | (366 | ) | $ | 15.61 | ||||||||
Vested | (117 | ) | (117 | ) | $ | 15.61 | |||||||
Forfeited | — | — | $ | — | |||||||||
Outstanding at December 31, 2013 | 503 | 1,175 | $ | 18.51 | |||||||||
The total fair value of Performance Awards vested during the year ended December 31, 2013 was $2.3 million. | |||||||||||||
Compensation costs included in statement of income for all stock-based compensation arrangements | ' | ||||||||||||
Employee Stock Purchase Plan. In 2004, the Board of Directors approved the Employee Stock Purchase Plan (ESPP). The ESPP initially allowed for the issuance of up to 100,000 shares of NuVasive common stock, increasing annually on December 31 by the lesser of (i) 600,000 shares; (ii) 1% of the outstanding shares of NuVasive common stock; or (iii) a lesser amount determined by the Board of Directors. Under the terms of the ESPP, employees can elect to have up to 15% of their annual compensation, up to a maximum of $21,250 per year withheld to purchase shares of NuVasive common stock. The purchase price of the common stock is equal to 85% of the lower of the fair market value per share of the common stock on the commencement date of the two-year offering period or the end of each semi-annual purchase period. In the years ended December 31, 2013, 2012 and 2011, 417,154, 368,639, and 228,091 shares, respectively, were purchased under the ESPP and approximately 1.6 million shares remain available for issuance under the ESPP as of December 31, 2013. | |||||||||||||
Weighted average assumptions used to estimate fair value of stock options granted and stock purchase rights under ESPP | ' | ||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Stock Options | |||||||||||||
Volatility | — | % | — | % | 49 | % | |||||||
Expected term (years) | 0 | 0 | 5.4 | ||||||||||
Risk free interest rate | — | % | — | % | 2.1 | % | |||||||
Expected dividend yield | — | % | — | % | — | % | |||||||
ESPP | |||||||||||||
Volatility | 55 | % | 57 | % | 57 | % | |||||||
Expected term (years) | 1.5 | 1.6 | 1.2 | ||||||||||
Risk free interest rate | 0.2 | % | 0.2 | % | 0.2 | % | |||||||
Expected dividend yield | — | % | — | % | — | % | |||||||
Common Stock Reserved for Future Issuance | ' | ||||||||||||
Common stock options: | |||||||||||||
Issued and outstanding | 6,362 | ||||||||||||
Available for future grant | 1,286 | ||||||||||||
Available for issuance under the ESPP | 1,589 | ||||||||||||
Issued and outstanding RSUs and PRSUs | 3,479 | ||||||||||||
2017 Notes | 12,419 | ||||||||||||
Senior Convertible Note warrants | 19,106 | ||||||||||||
Total shares reserved for future issuance | 44,241 | ||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Summarized details of income (loss) before income taxes by region | ' | |||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
United States | $ | 8,818 | $ | 10,723 | $ | (100,179 | ) | |||||
Foreign | 950 | 533 | 115 | |||||||||
Total income (loss) before income taxes | $ | 9,768 | $ | 11,256 | $ | (100,064 | ) | |||||
Components of income tax expense | ' | |||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current income tax expense: | ||||||||||||
Federal | $ | 10,484 | $ | 941 | $ | 300 | ||||||
State | 2,718 | 3,235 | 1,524 | |||||||||
Foreign | 922 | 113 | 100 | |||||||||
Total current income tax expense | 14,124 | 4,289 | 1,924 | |||||||||
Deferred income tax expense (benefit): | ||||||||||||
Federal | (8,060 | ) | 6,551 | (33,860 | ) | |||||||
State | (905 | ) | (1,588 | ) | 2,893 | |||||||
Foreign | (2,376 | ) | (438 | ) | — | |||||||
Total deferred income tax expense (benefit) | (11,341 | ) | 4,525 | (30,967 | ) | |||||||
Total income tax expense (benefit) | $ | 2,783 | $ | 8,814 | $ | (29,043 | ) | |||||
Effective income tax rate continuing operations tax rate reconciliation | ' | |||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Provision at statutory rate | $ | 3,419 | $ | 3,940 | $ | (35,022 | ) | |||||
Foreign provision in excess of federal statutory rate | 205 | 37 | 32 | |||||||||
State income tax (benefit) expense, net of federal benefit | (222 | ) | 2,189 | (1,821 | ) | |||||||
Stock based compensation | 887 | 1,561 | 2,131 | |||||||||
Meals & entertainment | 343 | 655 | 649 | |||||||||
Permanent differences | 27 | 54 | 483 | |||||||||
Impairment charges | — | 2,905 | — | |||||||||
Research and development credits | (1,668 | ) | — | (1,028 | ) | |||||||
Other | 188 | (374 | ) | 973 | ||||||||
Change in valuation allowance | (396 | ) | (2,153 | ) | 4,560 | |||||||
Total income tax expense (benefit) | $ | 2,783 | $ | 8,814 | $ | (29,043 | ) | |||||
Significant components of Company's deferred tax assets and liabilities | ' | |||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Deferred Tax Assets: | ||||||||||||
Net operating loss carry-forwards | $ | 6,785 | $ | 7,018 | ||||||||
Stock based compensation | 37,192 | 31,804 | ||||||||||
Original issue discount | — | 270 | ||||||||||
General business credit carry-forwards | 3,215 | 4,692 | ||||||||||
Litigation and related accrual | 49,779 | 44,796 | ||||||||||
Other | 12,290 | 11,178 | ||||||||||
Gross deferred tax assets | 109,261 | 99,758 | ||||||||||
Valuation allowance | (8,989 | ) | (8,275 | ) | ||||||||
Net deferred tax assets | $ | 100,272 | $ | 91,483 | ||||||||
Deferred Tax Liabilities: | ||||||||||||
Capitalized assets | $ | (4,277 | ) | $ | (5,507 | ) | ||||||
Original issue discount | (2,276 | ) | (2,767 | ) | ||||||||
Acquired intangibles | (16,714 | ) | (17,476 | ) | ||||||||
Other | — | (51 | ) | |||||||||
Deferred tax liabilities | (23,267 | ) | (25,801 | ) | ||||||||
Consolidated net deferred tax assets | 77,005 | 65,682 | ||||||||||
Add: Deferred tax liability, net, attributable to noncontrolling interests | 1,681 | 1,753 | ||||||||||
Net deferred tax assets | $ | 78,686 | $ | 67,435 | ||||||||
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | ' | |||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Unrecognized tax benefit at the beginning of the year | $ | 4,399 | $ | 4,279 | $ | 3,930 | ||||||
Additions from tax positions taken in the current year | 13 | 100 | 178 | |||||||||
Additions from tax positions taken in prior years | 92 | 20 | 171 | |||||||||
Reductions from tax positions taken in prior years | — | — | — | |||||||||
Settlements of tax audits | — | — | — | |||||||||
Unrecognized tax benefit at the end of the year | $ | 4,504 | $ | 4,399 | $ | 4,279 | ||||||
Business_Segment_Product_and_G1
Business Segment, Product and Geographical Information (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||
Revenue from External Customers by Products and Services | ' | |||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Spine Surgery Products | $ | 530,370 | $ | 471,186 | $ | 430,970 | ||||||||||||||
Biologics | 115,633 | 110,179 | 99,759 | |||||||||||||||||
Monitoring Service | 39,170 | 38,890 | 9,777 | |||||||||||||||||
Total Revenue | $ | 685,173 | $ | 620,255 | $ | 540,506 | ||||||||||||||
Schedule of Revenue from Net Property and Equipment by Geographical Areas [Table Text Block] | ' | |||||||||||||||||||
Revenue and property and equipment, net, by geographic area were as follows (in thousands): | ||||||||||||||||||||
Revenue | Property and Equipment, Net | |||||||||||||||||||
Year Ended December 31, | December 31, | |||||||||||||||||||
2013 | 2012 | 2011 | 2013 | 2012 | ||||||||||||||||
United States | $ | 620,363 | $ | 575,255 | $ | 511,310 | $ | 109,458 | $ | 112,701 | ||||||||||
International (excludes Puerto Rico) | 64,810 | 45,000 | 29,196 | 18,606 | 12,422 | |||||||||||||||
Total | $ | 685,173 | $ | 620,255 | $ | 540,506 | $ | 128,064 | $ | 125,123 | ||||||||||
Quarterly_Data_unaudited_Table
Quarterly Data (unaudited) (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
Schedule of unaudited quarterly financial data | ' | |||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter (1) | Quarter | Quarter | |||||||||||||
Total revenues | $ | 159,504 | $ | 165,698 | $ | 169,156 | $ | 190,815 | ||||||||
Gross profit | 120,408 | 116,954 | 125,865 | 141,462 | ||||||||||||
Consolidated net income (loss) | 596 | (6,728 | ) | 7,280 | 5,837 | |||||||||||
Net income (loss) attributable to NuVasive, Inc. | 851 | (6,469 | ) | 7,511 | 6,009 | |||||||||||
Basic net income (loss) per common share attributable to NuVasive, Inc. | 0.02 | (0.15 | ) | 0.17 | 0.13 | |||||||||||
Diluted net income (loss) per common share attributable to NuVasive, Inc. | 0.02 | (0.15 | ) | 0.16 | 0.13 | |||||||||||
Year Ended December 31, 2012 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter (2) | |||||||||||||
Total revenues | $ | 151,691 | $ | 154,419 | $ | 148,391 | $ | 165,754 | ||||||||
Gross profit | 114,758 | 117,885 | 110,645 | 123,558 | ||||||||||||
Consolidated net income (loss) | 469 | 2,610 | 2,139 | (2,776 | ) | |||||||||||
Net income (loss) attributable to NuVasive, Inc. | 673 | 2,863 | 2,354 | (2,746 | ) | |||||||||||
Basic net income (loss) per common share attributable to NuVasive, Inc. | 0.02 | 0.07 | 0.05 | (0.06 | ) | |||||||||||
Diluted net income (loss) per common share attributable to NuVasive, Inc. | 0.02 | 0.06 | 0.05 | (0.06 | ) | |||||||||||
-1 | Consolidated financial results include a one-time royalty expense charge of $7.9 million, accounting for the difference in using the Medtronic royalty rates stated in the September 2011 verdict and those in the June 2013 ruling on sales through March 31, 2013. | |||||||||||||||
-2 | Consolidated financial results include impairment charges of $8.3 million for Impulse Monitoring's goodwill and $1.4 million related to certain intangible assets. |
Organization_and_Significant_A3
Organization and Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
Numerator | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Net income (loss) attributable to NuVasive, Inc | $6,009 | $7,511 | ($6,469) | [1] | $851 | ($2,746) | [2] | $2,354 | $2,863 | $673 | $7,902 | $3,144 | ($69,849) |
Denominator for basic and diluted net income (loss) per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Weighted average common shares outstanding for basic | ' | ' | ' | ' | ' | ' | ' | ' | 44,461 | 43,328 | 40,372 | ||
Dilutive potential common stock outstanding: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Weighted average common shares outstanding for diluted | ' | ' | ' | ' | ' | ' | ' | ' | 46,786 | 44,272 | 40,372 | ||
Basic net income (loss) per common share attributable to NuVasive, Inc | $0.13 | $0.17 | ($0.15) | [1] | $0.02 | ($0.06) | [2] | $0.05 | $0.07 | $0.02 | $0.18 | $0.07 | ($1.73) |
Diluted net income (loss) per common share attributable to NuVasive, Inc | $0.13 | $0.16 | ($0.15) | [1] | $0.02 | ($0.06) | [2] | $0.05 | $0.06 | $0.02 | $0.17 | $0.07 | ($1.73) |
Stock Options and ESPP [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Dilutive potential common stock outstanding: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Stock options and ESPP | ' | ' | ' | ' | ' | ' | ' | ' | 416 | 177 | 0 | ||
Restricted Stock Units (RSUs) [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Dilutive potential common stock outstanding: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Stock options and ESPP | ' | ' | ' | ' | ' | ' | ' | ' | 1,909 | 767 | 0 | ||
[1] | Consolidated financial results include a one-time royalty expense charge of $7.9 million, accounting for the difference in using the Medtronic royalty rates stated in the September 2011 verdict and those in the June 2013 ruling on sales through March 31, 2013. | ||||||||||||
[2] | Consolidated financial results include impairment charges of $8.3 million for Impulse Monitoring's goodwill and $1.4 million related to certain intangible assets. |
Organization_and_Significant_A4
Organization and Significant Accounting Policies (Details 1) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Computation of basic and diluted earnings per share | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 27,614 | 32,500 | 27,048 |
Stock Options and RSUs [Member] | ' | ' | ' |
Computation of basic and diluted earnings per share | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 5,015 | 6,592 | 8,091 |
Warrants [Member] | ' | ' | ' |
Computation of basic and diluted earnings per share | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 12,709 | 14,694 | 10,009 |
Senior Convertible Notes [Member] | ' | ' | ' |
Computation of basic and diluted earnings per share | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 9,890 | 11,214 | 8,948 |
Organization_and_Significant_A5
Organization and Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2011 | |
Error Corrections and Prior Period Adjustment Restatement [Abstract] | ' | ' | ' | ' |
Increase in payroll expenses | ' | ' | $1,300,000 | ' |
Impaired Intangible Assets [Abstract] | ' | ' | ' | ' |
Impairment charge, intangible assets | 1,400,000 | ' | 18,200,000 | ' |
Significant Accounting Policies (Textual) [Abstract] | ' | ' | ' | ' |
Common stock, shares authorized | 120,000,000 | 120,000,000 | 70,000,000 | 70,000,000 |
Common stock par value | ' | ' | $42.13 | ' |
Gain (Loss) on Derivative Instruments, Net, Pretax | ' | ' | 2,400,000 | ' |
Gain on change in fair value of derivative liability | ' | ' | 39,500,000 | ' |
Loss on change in fair value of derivative assets | ' | ' | 37,100,000 | ' |
Maturity period of highly liquid investments | 'three months or less | ' | ' | ' |
Consigned inventory balances | 5,900,000 | 7,400,000 | ' | ' |
Allowance for excess and obsolete inventory | 21,900,000 | 16,900,000 | ' | ' |
Impairment charges related to goodwill | 0 | 8,300,000 | 0 | ' |
Product shipment costs | 21,700,000 | 17,600,000 | 18,800,000 | ' |
Change in accounting estimate included in marketing and administrative expenses | 4,600,000 | 1,200,000 | 5,900,000 | ' |
Change in accounting estimate, effect on net income | 3,300,000 | 700,000 | 4,200,000 | ' |
Change in accounting estimate on earning per share | $0.07 | $0.02 | $0.10 | ' |
Translation Adjustment Functional to Reporting Currency, Net of Tax | 3,300,000 | 700,000 | ' | ' |
IPR&D [Member] | ' | ' | ' | ' |
Impaired Intangible Assets [Abstract] | ' | ' | ' | ' |
Impairment charge, intangible assets | ' | 1,400,000 | 17,600,000 | ' |
Surgical Instruments [Member] | ' | ' | ' | ' |
Property, Plant and Equipment [Abstract] | ' | ' | ' | ' |
Estimated useful life minimum | ' | ' | '3 years | ' |
Estimated useful life maximum | ' | ' | '4 years | ' |
Sales, marketing and administrative expense [Member] | ' | ' | ' | ' |
Error Corrections and Prior Period Adjustment Restatement [Abstract] | ' | ' | ' | ' |
Increase in payroll expenses | ' | ' | 1,000,000 | ' |
Research and development expense [Member] | ' | ' | ' | ' |
Error Corrections and Prior Period Adjustment Restatement [Abstract] | ' | ' | ' | ' |
Increase in payroll expenses | ' | ' | 300,000 | ' |
2.75% Senior Convertible Notes due 2017 [Member] | ' | ' | ' | ' |
Debt Instruments [Abstract] | ' | ' | ' | ' |
Principal amount of senior convertible notes | $402,500,000 | $402,500,000 | $402,500,000 | ' |
Interest rate on convertible notes | ' | ' | 2.75% | ' |
Significant Accounting Policies (Textual) [Abstract] | ' | ' | ' | ' |
Common stock authorized | ' | ' | 9,553,096 | ' |
Common stock par value | ' | ' | $42.13 | ' |
Minimum [Member] | ' | ' | ' | ' |
Significant Accounting Policies (Textual) [Abstract] | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Useful Life, Maximum | '1 year | ' | ' | ' |
Property plant and equipment, Minimum | '3 years | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' |
Significant Accounting Policies (Textual) [Abstract] | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Useful Life, Maximum | '17 years | ' | ' | ' |
Property plant and equipment, Minimum | '20 years | ' | ' | ' |
Business_Combinations_Impulse_
Business Combinations - Impulse Pro-Forma Operating Results (Details) (Impulse Monitoring [Member], USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2011 |
Impulse Monitoring [Member] | ' |
Summary of unaudited pro forma | ' |
Revenue | $570,410 |
Net (loss) income attributable to NuVasive, Inc | ($67,176) |
Net (loss) income per share - basic | ($1.59) |
Net (loss) income per share - diluted | ($1.59) |
Business_Combinations_Progenti
Business Combinations - Progentix Balance Sheets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Components of total assets and liabilities of Progentix | ' | ' | ' |
Noncontrolling Interest in Variable Interest Entity | $9,086 | $0 | ' |
Noncontrolling interests | 0 | 10,003 | ' |
Progentix Orthobiology [Member] | ' | ' | ' |
Components of total assets and liabilities of Progentix | ' | ' | ' |
Total current assets | 580 | 657 | ' |
Identifiable intangible assets, net | 14,403 | 14,871 | ' |
Goodwill | 12,654 | 12,654 | ' |
Other long-term assets | 7 | 15 | ' |
Accounts payable & accrued expenses | 403 | 230 | ' |
Deferred tax liabilities, net | 2,770 | 2,890 | ' |
Noncontrolling Interest in Variable Interest Entity | 9,086 | ' | ' |
Noncontrolling interests | ' | $10,003 | $10,705 |
Business_Combinations_Progenti1
Business Combinations - Progentix Noncontrolling Interest Reconciliation (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of equity (net assets) attributable to the noncontrolling interests | ' | ' |
Noncontrolling interests at beginning of period | $10,003 | ' |
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 403 | ' |
Noncontrolling interests at end of period | 0 | ' |
Noncontrolling Interest in Variable Interest Entity | 9,086 | 0 |
Progentix Orthobiology [Member] | ' | ' |
Reconciliation of equity (net assets) attributable to the noncontrolling interests | ' | ' |
Noncontrolling interests at beginning of period | 10,003 | 10,705 |
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest | -514 | -702 |
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 403 | 0 |
Noncontrolling interests at end of period | ' | 10,003 |
Noncontrolling Interest in Variable Interest Entity | $9,086 | ' |
Business_Combinations_Details_
Business Combinations (Details Textual) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2009 | Mar. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2009 | Dec. 31, 2009 | |
Progentix Orthobiology [Member] | Progentix Orthobiology [Member] | Progentix Orthobiology [Member] | Impulse Monitoring Inc Acquisition [Member] | Impulse Monitoring Inc Acquisition [Member] | Preferred Stock Purchase Agreement [Member] | Option Purchase Agreement [Member] | ||||
Senior Secured Facility [Member] | Senior Secured Facility [Member] | Senior Secured Facility [Member] | Progentix Orthobiology [Member] | Progentix Orthobiology [Member] | ||||||
Business Combinations (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of ownership Interests acquired | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' |
Cash payment on purchase of outstanding shares | ' | ' | ' | ' | ' | ' | $41,700,000 | ' | $10,000,000 | ' |
Issuance of shares on purchase of outstanding shares | ' | ' | ' | ' | ' | ' | ' | 2,336,200 | ' | ' |
Accrued interest rate of loan | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' |
Call option remaining variable interest entity ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% |
Amount of remaining shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000,000 |
Advanced loan accordance to loan agreement | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' |
Term of distribution agreement years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years |
Percentage of minority interest represented by preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | 18.00% | ' |
Percentage of cumulative dividend | ' | ' | ' | ' | ' | ' | ' | ' | 'cumulative 8% dividend | ' |
Preferred Stock, Dividend Rate, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' |
Variable interest entity, financial or other support by the company | ' | ' | ' | 'Other than its obligations under the Loan Agreement, NuVasive is not obligated to provide additional funding, nor has any additional funding been provided, to Progentix | ' | ' | ' | ' | ' | ' |
Net purchase price | ' | ' | ' | ' | ' | ' | ' | 80,900,000 | ' | ' |
Purchase price allocated to goodwill | ' | ' | ' | ' | ' | ' | ' | 57,700,000 | ' | ' |
Goodwill, Impairment Loss | 0 | 8,300,000 | 0 | ' | ' | ' | ' | ' | ' | ' |
Loss attributable from the acquisition | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | 8,500,000 | ' | ' |
Acquisition-related expenses | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | ' | ' |
Marketable_Securities_Details
Marketable Securities (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Composition of marketable securities | ' | ' |
Available-for-sale Securities, Cost | $295,638 | $308,175 |
Available-for-sale Securities, Gross Unrealized Gains | 102 | 87 |
Available-for-sale Securities, Gross Unrealized Losses | -65 | -22 |
Available-for-sale Securities, Fair Value | 295,675 | 308,240 |
Restricted Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities, Cost | 72,399 | 85,402 |
Available-for-sale Securities, Gross Unrealized Gains | 20 | 23 |
Available-for-sale Securities, Gross Unrealized Losses | -22 | -2 |
Available-for-sale Securities, Fair Value | 72,397 | 85,423 |
Short-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities, Cost | 143,425 | 138,368 |
Available-for-sale Securities, Gross Unrealized Gains | 39 | 38 |
Available-for-sale Securities, Gross Unrealized Losses | -15 | -1 |
Available-for-sale Securities, Fair Value | 143,449 | 138,405 |
Long-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities, Cost | 79,814 | 84,405 |
Available-for-sale Securities, Gross Unrealized Gains | 43 | 26 |
Available-for-sale Securities, Gross Unrealized Losses | -28 | -19 |
Available-for-sale Securities, Fair Value | 79,829 | 84,412 |
Certificates of deposit [Member] | Short-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities, Cost | 833 | 998 |
Available-for-sale Securities, Gross Unrealized Gains | 0 | 0 |
Available-for-sale Securities, Gross Unrealized Losses | 0 | 0 |
Available-for-sale Securities, Fair Value | 833 | 998 |
Certificates of deposit [Member] | Long-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities, Cost | 283 | ' |
Available-for-sale Securities, Gross Unrealized Gains | 0 | ' |
Available-for-sale Securities, Gross Unrealized Losses | 0 | ' |
Available-for-sale Securities, Fair Value | 283 | ' |
Corporate notes [Member] | Short-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities, Cost | 71,611 | 19,169 |
Available-for-sale Securities, Gross Unrealized Gains | 23 | 3 |
Available-for-sale Securities, Gross Unrealized Losses | -6 | -1 |
Available-for-sale Securities, Fair Value | 71,628 | 19,171 |
Corporate notes [Member] | Long-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities, Cost | 32,309 | 23,293 |
Available-for-sale Securities, Gross Unrealized Gains | 23 | 0 |
Available-for-sale Securities, Gross Unrealized Losses | -14 | -17 |
Available-for-sale Securities, Fair Value | 32,318 | 23,276 |
Commercial paper [Member] | Short-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities, Cost | 19,973 | 9,995 |
Available-for-sale Securities, Gross Unrealized Gains | 0 | 2 |
Available-for-sale Securities, Gross Unrealized Losses | 0 | 0 |
Available-for-sale Securities, Fair Value | 19,973 | 9,997 |
U.S. government treasury securities [Member] | Restricted Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities, Cost | 43,274 | 31,784 |
Available-for-sale Securities, Gross Unrealized Gains | 16 | 5 |
Available-for-sale Securities, Gross Unrealized Losses | -6 | -1 |
Available-for-sale Securities, Fair Value | 43,284 | 31,788 |
U.S. government treasury securities [Member] | Short-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities, Cost | 7,603 | 17,055 |
Available-for-sale Securities, Gross Unrealized Gains | 2 | 6 |
Available-for-sale Securities, Gross Unrealized Losses | 0 | 0 |
Available-for-sale Securities, Fair Value | 7,605 | 17,061 |
U.S. government treasury securities [Member] | Long-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities, Cost | 1,500 | 7,619 |
Available-for-sale Securities, Gross Unrealized Gains | 1 | 4 |
Available-for-sale Securities, Gross Unrealized Losses | 0 | 0 |
Available-for-sale Securities, Fair Value | 1,501 | 7,623 |
Securities of government-sponsored entities [Member] | Restricted Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities, Cost | 29,125 | 53,618 |
Available-for-sale Securities, Gross Unrealized Gains | 4 | 18 |
Available-for-sale Securities, Gross Unrealized Losses | -16 | -1 |
Available-for-sale Securities, Fair Value | 29,113 | 53,635 |
Securities of government-sponsored entities [Member] | Short-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities, Cost | 43,405 | 91,151 |
Available-for-sale Securities, Gross Unrealized Gains | 14 | 27 |
Available-for-sale Securities, Gross Unrealized Losses | -9 | 0 |
Available-for-sale Securities, Fair Value | 43,410 | 91,178 |
Securities of government-sponsored entities [Member] | Long-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities, Cost | 45,722 | 53,493 |
Available-for-sale Securities, Gross Unrealized Gains | 19 | 22 |
Available-for-sale Securities, Gross Unrealized Losses | -14 | -2 |
Available-for-sale Securities, Fair Value | $45,727 | $53,513 |
Minimum [Member] | Corporate notes [Member] | Long-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities Contractual Maturity | '1 year | ' |
Minimum [Member] | U.S. government treasury securities [Member] | Long-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities Contractual Maturity | '1 year | ' |
Minimum [Member] | Securities of government-sponsored entities [Member] | Long-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities Contractual Maturity | '1 year | '1 year |
Maximum [Member] | Certificates of deposit [Member] | Short-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities Contractual Maturity | '1 year | '1 year |
Maximum [Member] | Corporate notes [Member] | Short-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities Contractual Maturity | '1 year | '1 year |
Maximum [Member] | Corporate notes [Member] | Long-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities Contractual Maturity | '2 years | ' |
Maximum [Member] | Commercial paper [Member] | Short-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities Contractual Maturity | '1 year | '1 year |
Maximum [Member] | U.S. government treasury securities [Member] | Restricted Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities Contractual Maturity | '2 years | '2 years |
Maximum [Member] | U.S. government treasury securities [Member] | Short-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities Contractual Maturity | '1 year | '1 year |
Maximum [Member] | U.S. government treasury securities [Member] | Long-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities Contractual Maturity | '2 years | ' |
Maximum [Member] | Securities of government-sponsored entities [Member] | Restricted Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities Contractual Maturity | '2 years | '2 years |
Maximum [Member] | Securities of government-sponsored entities [Member] | Short-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities Contractual Maturity | '1 year | '1 year |
Maximum [Member] | Securities of government-sponsored entities [Member] | Long-term Investments [Member] | ' | ' |
Composition of marketable securities | ' | ' |
Available-for-sale Securities Contractual Maturity | '2 years | '2 years |
Marketable_Securities_Details_
Marketable Securities (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
investment | |
Marketable Securities (Textual) [Abstract] | ' |
Impairment charges recorded for earnings | $0 |
Unrealized loss position investment | 0 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Marketable Securities and Restricted Investments | ' | ' |
Contingent Consideration Non Current | ($596) | ($1,074) |
Fair value measurements on recurring basis [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 368,189 | 397,341 |
Contingent Consideration: | ' | ' |
Acquisition-related liabilities | -1,212 | -1,074 |
Fair value measurements on recurring basis [Member] | Money Market Funds [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 72,514 | 89,101 |
Fair value measurements on recurring basis [Member] | Certificates of deposit [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 1,116 | 998 |
Fair value measurements on recurring basis [Member] | Corporate notes [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 103,946 | 42,447 |
Fair value measurements on recurring basis [Member] | Commercial paper [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 19,973 | 9,997 |
Fair value measurements on recurring basis [Member] | U.S. government treasury securities [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 52,390 | 56,472 |
Fair value measurements on recurring basis [Member] | Securities of government-sponsored entities [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 118,250 | 198,326 |
Fair value measurements on recurring basis [Member] | Quoted price in active market (Level 1) [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 126,020 | 146,571 |
Contingent Consideration Current | 0 | ' |
Contingent Consideration Non Current | 0 | ' |
Contingent Consideration: | ' | ' |
Acquisition-related liabilities | 0 | 0 |
Fair value measurements on recurring basis [Member] | Quoted price in active market (Level 1) [Member] | Money Market Funds [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 72,514 | 89,101 |
Fair value measurements on recurring basis [Member] | Quoted price in active market (Level 1) [Member] | Certificates of deposit [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 1,116 | 998 |
Fair value measurements on recurring basis [Member] | Quoted price in active market (Level 1) [Member] | Corporate notes [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 0 | 0 |
Fair value measurements on recurring basis [Member] | Quoted price in active market (Level 1) [Member] | Commercial paper [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 0 | 0 |
Fair value measurements on recurring basis [Member] | Quoted price in active market (Level 1) [Member] | U.S. government treasury securities [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 52,390 | 56,472 |
Fair value measurements on recurring basis [Member] | Quoted price in active market (Level 1) [Member] | Securities of government-sponsored entities [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 0 | 0 |
Fair value measurements on recurring basis [Member] | Significant other observable inputs (Level 2) [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 242,169 | 250,770 |
Contingent Consideration Current | 0 | ' |
Contingent Consideration Non Current | 0 | ' |
Contingent Consideration: | ' | ' |
Acquisition-related liabilities | 0 | 0 |
Fair value measurements on recurring basis [Member] | Significant other observable inputs (Level 2) [Member] | Money Market Funds [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 0 | 0 |
Fair value measurements on recurring basis [Member] | Significant other observable inputs (Level 2) [Member] | Certificates of deposit [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 0 | 0 |
Fair value measurements on recurring basis [Member] | Significant other observable inputs (Level 2) [Member] | Corporate notes [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 103,946 | 42,447 |
Fair value measurements on recurring basis [Member] | Significant other observable inputs (Level 2) [Member] | Commercial paper [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 19,973 | 9,997 |
Fair value measurements on recurring basis [Member] | Significant other observable inputs (Level 2) [Member] | U.S. government treasury securities [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 0 | 0 |
Fair value measurements on recurring basis [Member] | Significant other observable inputs (Level 2) [Member] | Securities of government-sponsored entities [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 118,250 | 198,326 |
Fair value measurements on recurring basis [Member] | Significant unobservable inputs (Level 3) [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 0 | 0 |
Contingent Consideration Current | -616 | ' |
Contingent Consideration Non Current | -596 | ' |
Contingent Consideration: | ' | ' |
Acquisition-related liabilities | -1,212 | -1,074 |
Fair value measurements on recurring basis [Member] | Significant unobservable inputs (Level 3) [Member] | Money Market Funds [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 0 | 0 |
Fair value measurements on recurring basis [Member] | Significant unobservable inputs (Level 3) [Member] | Certificates of deposit [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 0 | 0 |
Fair value measurements on recurring basis [Member] | Significant unobservable inputs (Level 3) [Member] | Corporate notes [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 0 | 0 |
Fair value measurements on recurring basis [Member] | Significant unobservable inputs (Level 3) [Member] | Commercial paper [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 0 | 0 |
Fair value measurements on recurring basis [Member] | Significant unobservable inputs (Level 3) [Member] | U.S. government treasury securities [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | 0 | 0 |
Fair value measurements on recurring basis [Member] | Significant unobservable inputs (Level 3) [Member] | Securities of government-sponsored entities [Member] | ' | ' |
Marketable Securities and Restricted Investments | ' | ' |
Total marketable securities and restricted investments | $0 | $0 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 1) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value Disclosures [Abstract] | ' | ' |
Business Combination, Contingent Consideration, Liability | $0 | $1,019 |
Changes in the estimated fair value for the Company's liabilities measured using significant unobservable inputs (Level 3) | ' | ' |
Fair value measurement at beginning of period | 1,074 | 32,221 |
Change in fair value measurement included in operating expenses | 138 | 1,364 |
Contingent consideration paid or settled | 0 | -33,530 |
Fair value measurement at end of period | $1,212 | $1,074 |
Fair_Value_Measurements_Detail2
Fair Value Measurements (Details Textual) | 12 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2009 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
USD ($) | USD ($) | USD ($) | Cervitech [Member] | Cervitech [Member] | Immaterial Acquisition [Member] | Immaterial Acquisition 2012 [Member] | Immaterial Acquisition 2012 [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | EUR (€) | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill, Impairment Loss | $0 | $8,300,000 | $0 | ' | ' | ' | ' | ' |
Maximum additional payment the Company is contingently obligated to make due to Cervitech acquisition | ' | ' | ' | ' | 33,000,000 | ' | ' | 2,000,000 |
Acquisition-related liabilities | ' | ' | ' | 33,000,000 | ' | ' | 1,200,000 | ' |
Payment of contingent consideration | 0 | -29,722,000 | -1,800,000 | ' | ' | 500,000 | ' | ' |
Impairment charge, intangible assets | $1,400,000 | ' | $18,200,000 | ' | ' | ' | ' | ' |
Balance_Sheet_Details_Details
Balance Sheet Details (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property and equipment net | ' | ' |
Property and equipment, gross | $277,319,000 | $251,584,000 |
Less: accumulated depreciation and amortization | -149,255,000 | -126,461,000 |
Property and equipment, net | 128,064,000 | 125,123,000 |
Capital Leased Assets, Gross | 1,800,000 | 1,400,000 |
Instrument sets [Member] | ' | ' |
Property and equipment net | ' | ' |
Property and equipment, gross | 171,454,000 | 159,960,000 |
Machinery and equipment [Member] | ' | ' |
Property and equipment net | ' | ' |
Useful Life, average | '5 years | ' |
Property and equipment, gross | 21,722,000 | 17,719,000 |
Computer equipment and software [Member] | ' | ' |
Property and equipment net | ' | ' |
Property and equipment, gross | 46,896,000 | 37,690,000 |
Leasehold improvements [Member] | ' | ' |
Property and equipment net | ' | ' |
Property and equipment, gross | 21,825,000 | 20,735,000 |
Furniture and fixtures [Member] | ' | ' |
Property and equipment net | ' | ' |
Property and equipment, gross | 7,510,000 | 7,744,000 |
Building and improvements [Member] | ' | ' |
Property and equipment net | ' | ' |
Property and equipment, gross | 7,371,000 | 7,195,000 |
Land [Member] | ' | ' |
Property and equipment net | ' | ' |
Property and equipment, gross | $541,000 | $541,000 |
Minimum [Member] | ' | ' |
Property and equipment net | ' | ' |
Useful Life, average | '3 years | ' |
Minimum [Member] | Instrument sets [Member] | ' | ' |
Property and equipment net | ' | ' |
Useful Life, average | '3 years | ' |
Minimum [Member] | Computer equipment and software [Member] | ' | ' |
Property and equipment net | ' | ' |
Useful Life, average | '3 years | ' |
Minimum [Member] | Leasehold improvements [Member] | ' | ' |
Property and equipment net | ' | ' |
Useful Life, average | '3 years | ' |
Minimum [Member] | Furniture and fixtures [Member] | ' | ' |
Property and equipment net | ' | ' |
Useful Life, average | '3 years | ' |
Maximum [Member] | ' | ' |
Property and equipment net | ' | ' |
Useful Life, average | '20 years | ' |
Maximum [Member] | Instrument sets [Member] | ' | ' |
Property and equipment net | ' | ' |
Useful Life, average | '4 years | ' |
Maximum [Member] | Computer equipment and software [Member] | ' | ' |
Property and equipment net | ' | ' |
Useful Life, average | '7 years | ' |
Maximum [Member] | Leasehold improvements [Member] | ' | ' |
Property and equipment net | ' | ' |
Useful Life, average | '15 years | ' |
Maximum [Member] | Furniture and fixtures [Member] | ' | ' |
Property and equipment net | ' | ' |
Useful Life, average | '7 years | ' |
Balance_Sheet_Details_Details_
Balance Sheet Details (Details 1) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Intangible Assets Subject to Amortization: | ' | ' | ' |
Weighted Average Amortization Period | '10 years | '10 years | ' |
Gross Amount | $137,696 | $125,720 | ' |
Accumulated Amortization | -54,350 | -34,998 | ' |
Intangible Assets, net | 83,346 | 90,722 | ' |
Intangible Assets Not Subject to Amortization: | ' | ' | ' |
In-process research and development | 10,640 | 10,640 | ' |
Goodwill | 154,944 | 154,106 | 159,349 |
Total intangible assets, net | 248,930 | 255,468 | ' |
Developed technology [Member] | ' | ' | ' |
Intangible Assets Subject to Amortization: | ' | ' | ' |
Weighted Average Amortization Period | '10 years | '10 years | ' |
Gross Amount | 62,328 | 55,178 | ' |
Accumulated Amortization | -21,359 | -14,966 | ' |
Intangible Assets, net | 40,969 | 40,212 | ' |
Manufacturing know-how and trade secrets [Member] | ' | ' | ' |
Intangible Assets Subject to Amortization: | ' | ' | ' |
Weighted Average Amortization Period | '12 years | '12 years | ' |
Gross Amount | 21,997 | 21,712 | ' |
Accumulated Amortization | -9,890 | -7,996 | ' |
Intangible Assets, net | 12,107 | 13,716 | ' |
Trade name and trademarks [Member] | ' | ' | ' |
Intangible Assets Subject to Amortization: | ' | ' | ' |
Weighted Average Amortization Period | '11 years | '11 years | ' |
Gross Amount | 9,500 | 9,500 | ' |
Accumulated Amortization | -3,317 | -2,333 | ' |
Intangible Assets, net | 6,183 | 7,167 | ' |
Customer relationships [Member] | ' | ' | ' |
Intangible Assets Subject to Amortization: | ' | ' | ' |
Weighted Average Amortization Period | '8 years | '9 years | ' |
Gross Amount | 43,871 | 39,330 | ' |
Accumulated Amortization | -19,784 | -9,703 | ' |
Intangible Assets, net | $24,087 | $29,627 | ' |
Balance_Sheet_Details_Details_1
Balance Sheet Details (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Future amortization expense related to intangible assets | ' | ' |
2012 | $14,343 | ' |
2013 | 13,254 | ' |
2014 | 12,776 | ' |
2015 | 10,423 | ' |
2016 | 9,905 | ' |
Thereafter through 2027 | 22,645 | ' |
Intangible Assets, net | $83,346 | $90,722 |
Balance_Sheet_Details_Details_2
Balance Sheet Details (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Change to goodwill | ' | ' | ' |
Balance at December 31,2010 | $154,106 | $159,349 | ' |
Goodwill, Impairment Loss | 0 | -8,300 | 0 |
Addition recorded in connection with acquisition | 764 | 2,827 | ' |
Goodwill, Other Changes | 74 | 230 | ' |
Balance at December 31,2011 | $154,944 | $154,106 | $159,349 |
Balance_Sheet_Details_Details_3
Balance Sheet Details (Details 4) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts payable and accrued liabilities | ' | ' |
Accounts payable | $14,281 | $9,040 |
Accrued expenses | 19,078 | 20,880 |
Royalties payable | 38,967 | 19,861 |
Distributor commissions payable | 7,319 | 7,523 |
Non-income taxes payable | 3,951 | 3,144 |
Other | 2,461 | 1,600 |
Accounts payable and accrued liabilities | 86,057 | 62,048 |
Other Long-Term liabilities | ' | ' |
Deferred rent | 12,883 | 13,340 |
Capital lease obligation, non-current | 223 | 426 |
Contingent Consideration Non Current | 596 | 1,074 |
Other | 1,142 | 359 |
Other long-term liabilities | $14,844 | $15,199 |
Balance_Sheet_Details_Details_4
Balance Sheet Details (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Capitalized Internal Use Software Development Costs | $16,200,000 | $14,600,000 | ' |
Capitalized Internal Use Software Amortization | 4,500,000 | 2,800,000 | 1,800,000 |
Balance Sheet Details (Textual) [Abstract] | ' | ' | ' |
Depreciation expense | 43,800,000 | 39,500,000 | 29,600,000 |
Assets recorded under capital leases | 1,800,000 | 1,400,000 | ' |
Amortization expense related to intangible assets | $19,326,000 | $12,430,000 | $6,609,000 |
Senior_Convertible_Notes_Detai
Senior Convertible Notes (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Net carrying amount of the debt component | ' | ' | ' |
Senior Convertible Notes | $346,060 | $406,715 | ' |
2.75% Senior Convertible Notes due 2017 [Member] | ' | ' | ' |
Net carrying amount of the debt component | ' | ' | ' |
Principal amount | 402,500 | 402,500 | 402,500 |
Unamortized debt discount | -56,440 | -70,096 | ' |
Senior Convertible Notes | 346,060 | 332,404 | ' |
2.25% Senior Convertible Notes Due 2013 [Member] | ' | ' | ' |
Net carrying amount of the debt component | ' | ' | ' |
Senior Convertible Notes | $0 | $74,311 | ' |
Senior_Convertible_Notes_Detai1
Senior Convertible Notes (Details Textual) (USD $) | 12 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2008 | Dec. 31, 2013 | Dec. 31, 2013 | |
2.75% Senior Convertible Notes due 2017 [Member] | 2.75% Senior Convertible Notes due 2017 [Member] | 2.75% Senior Convertible Notes due 2017 [Member] | 2.25% Senior Convertible Notes Due 2013 [Member] | 2.25% Senior Convertible Notes Due 2013 [Member] | Minimum [Member] | Maximum [Member] | |||||
2.75% Senior Convertible Notes due 2017 [Member] | 2.75% Senior Convertible Notes due 2017 [Member] | ||||||||||
Senior Convertible Notes (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate on convertible notes | ' | ' | ' | ' | ' | ' | 2.75% | ' | 2.25% | ' | ' |
Principal amount of senior convertible notes | ' | ' | ' | ' | $402,500,000 | $402,500,000 | $402,500,000 | ' | $230,000,000 | ' | ' |
Additional purchase of unsecured senior convertible notes | ' | ' | ' | ' | ' | ' | 52,500,000 | ' | ' | ' | ' |
Net proceeds of unsecured senior convertible notes | ' | ' | ' | ' | ' | ' | 359,200,000 | ' | 208,400,000 | ' | ' |
Fair value of outstanding notes | ' | ' | ' | ' | 439,300,000 | 361,300,000 | ' | ' | ' | ' | ' |
Consecutive trading days immediately preceding calendar quarter | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | '30 days |
Percentage of conversion price | ' | ' | ' | ' | ' | ' | ' | ' | ' | 130.00% | 98.00% |
Business day period | ' | ' | ' | ' | '5 days | ' | ' | ' | ' | ' | ' |
Number of common shares authorized | 120,000,000 | 120,000,000 | 70,000,000 | 70,000,000 | ' | ' | ' | ' | ' | ' | ' |
Repurchase of Senior Convertible Notes | 0 | 0 | -154,164,000 | ' | ' | ' | ' | 155,700,000 | ' | ' | ' |
Aggregate repurchase price of senior convertible notes including accrued interest | ' | ' | ' | ' | ' | ' | ' | 155,500,000 | ' | ' | ' |
Debt Instrument accrued interest rate | ' | ' | ' | ' | ' | ' | ' | 99.00% | ' | ' | ' |
Loss on extinguishment of debt | 0 | 0 | -332,000 | ' | ' | ' | ' | 300,000 | ' | ' | ' |
Repayments of Long-term Debt | -74,311,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding debt instrument | 0 | 74,311,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial conversion rate adjustment Shares | ' | ' | ' | ' | ' | ' | 23.7344 | ' | ' | ' | ' |
Base principal amount per note | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' |
Initial conversion price of convertible notes | ' | ' | ' | ' | ' | ' | $42.13 | ' | ' | ' | ' |
Fair value of debt conversion cost | ' | ' | ' | ' | ' | ' | 88,900,000 | ' | ' | ' | ' |
Debt discount, interest rate | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' |
Debt Instrument, convertible carrying amount | ' | 49,300,000 | ' | ' | 49,300,000 | ' | ' | ' | ' | ' | ' |
Contractual Coupon Interest Expense | ' | ' | ' | ' | 11,100,000 | 11,100,000 | ' | ' | ' | ' | ' |
Amortization of Debt Discount (Premium) | 13,656,000 | 12,697,000 | 6,108,000 | ' | 13,700,000 | 12,700,000 | ' | ' | ' | ' | ' |
Number of common stock to be purchased | ' | ' | ' | ' | ' | ' | 9,553,096 | ' | ' | ' | ' |
Initial stock price at which shares to be purchased | ' | ' | $42.13 | ' | ' | ' | $42.13 | ' | ' | ' | ' |
Number of warrants to be acquired | ' | ' | ' | ' | ' | ' | 477,654 | ' | 5,100,000 | ' | ' |
Initial strike price at which Warrants to be acquired | ' | ' | ' | ' | ' | ' | 988.51 | ' | 49.13 | ' | ' |
Number of common stock shares preferred stock convertible into | ' | ' | ' | ' | ' | ' | 20 | ' | ' | ' | ' |
Cash proceeds from the sale of warrants | 0 | 0 | 47,898,000 | ' | ' | ' | 47,900,000 | ' | ' | ' | ' |
Cost of hedge transaction | ' | ' | ' | ' | ' | ' | $80,100,000 | ' | ' | ' | ' |
Debt instrument, maturity date | ' | ' | ' | ' | ' | ' | 1-Jul-17 | ' | ' | ' | ' |
Commitments_Future_Minimum_Lea
Commitments - Future Minimum Lease Payments (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Capital Leases | ' | ' |
2012 | $580 | ' |
2013 | 146 | ' |
2014 | 127 | ' |
2015 | 0 | ' |
2016 | 0 | ' |
Thereafter | 0 | ' |
Total minimum lease payments | 853 | ' |
Less amount representing interest, 14.7% weighted average interest rate | -105 | ' |
Present value of obligations under capital leases | 748 | ' |
Less current portion | -525 | ' |
Long-term capital lease obligations | 223 | 426 |
Operating Leases | ' | ' |
2012 | 8,668 | ' |
2013 | 8,280 | ' |
2014 | 8,347 | ' |
2015 | 8,220 | ' |
2015 | 8,021 | ' |
Thereafter | 33,698 | ' |
Total minimum lease payments | $75,234 | ' |
Commitments_Details_Textual
Commitments (Details Textual) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Business Acquisition [Line Items] | ' | ' | ' |
Obligations for minimum royalties and consulting arrangements | $1 | ' | ' |
Commitments (Textual) [Abstract] | ' | ' | ' |
Initial terms of lease, minimum | '2 years | ' | ' |
Initial terms of lease, maximum | '15 years | ' | ' |
Irrevocable transferable letters of credit | 5.6 | ' | ' |
Rent expense | 12 | 10.8 | 9.9 |
capital leases, weighted average interest rate | 14.60% | ' | ' |
Maximum additional payment the Company is contingently obligated to make due to several purchase agreements | $20.20 | ' | ' |
Stockholders_Equity_Stock_Comp
Stockholders' Equity, Stock Compensation Expense (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Compensation cost included in statement of income for all stock-based compensation arrangements | ' | ' | ' |
Share-based Compensation | $33,240 | $26,312 | $32,070 |
Sales, marketing and administrative expense [Member] | ' | ' | ' |
Compensation cost included in statement of income for all stock-based compensation arrangements | ' | ' | ' |
Stock based compensation expense | 31,425 | 24,096 | 29,583 |
Research and development expense [Member] | ' | ' | ' |
Compensation cost included in statement of income for all stock-based compensation arrangements | ' | ' | ' |
Stock based compensation expense | 1,649 | 2,138 | 2,487 |
Cost of goods sold [Member] | ' | ' | ' |
Compensation cost included in statement of income for all stock-based compensation arrangements | ' | ' | ' |
Stock based compensation expense | $166 | $78 | $0 |
Stockholders_Equity_Stock_Opti
Stockholders' Equity, Stock Options Activity (Details) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Summary of stock option activity under all stock plans | ' |
Underlying shares outstanding, Beginning balance | 6,716 |
Underlying shares, granted | 0 |
Underlying shares, exercised | -177 |
Underlying shares, cancelled | -177 |
Underlying shares outstanding, Ending balance | 6,362 |
Underlying shares exercisable, Ending balance | 6,040 |
Underlying shares vested or expected to vest, Ending balance | 6,355 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' |
Weighted average exercise price outstanding, Beginning balance | $30.44 |
Weighted average exercise price, granted | $0 |
Weighted Average Exercise Price, exercised | $19.03 |
Weighted Average Exercise Price, cancelled | $30.91 |
Weighted Average Exercise Price outstanding, Ending balance | $30.75 |
Weighted Average Exercise Price option exercisable, Ending balance | $30.94 |
Weighted Average Exercise price vested or expected to vest, Ending balance | $30.75 |
Weighted Average Remaining Contractual Term outstanding, Ending balance | '4 years 8 months 15 days |
Weighted Average Remaining Contractual Term exercisable, Ending balance | '4 years 7 months 2 days |
Weighted Average Remaining Contractual Term vested or expected to vest, Ending balance | '4 years 8 months 15 days |
Aggregate Intrinsic Value outstanding, Ending balance | $24,996 |
Aggregate intrinsic value exercisable, Ending balance | 23,264 |
Aggregate intrinsic value vested or expected to vest, Ending balance | $24,954 |
Stockholders_Equity_Restricted
Stockholders' Equity, Restricted Award Activity (Details) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Restricted Stock Units | ' |
Number of shares nonvested, Ending balance | 3,479 |
Restricted Stock Units (RSUs) [Member] | ' |
Restricted Stock Units | ' |
Number of shares nonvested, Beginning balance | 1,823 |
Number of shares, Granted | 1,179 |
Number of shares, Vested | -548 |
Number of shares, Forfeited | -150 |
Number of shares nonvested, Ending balance | 2,304 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' |
Weighted average grant date fair value nonvested, Beginning balance | $21.15 |
Weighted average grant date fair value, Granted | $19.49 |
Weighted average grant date fair value, Vested | $23.69 |
Weighted average grant date fair value, Forfeited | $20.23 |
Weighted average grant date fair value nonvested, Ending balance | $19.77 |
Performance Shares [Member] | ' |
Restricted Stock Units | ' |
Number of shares, Granted | 269 |
Number of shares, Forfeited | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' |
Weighted average grant date fair value nonvested, Beginning balance | $15.61 |
Weighted average grant date fair value, Granted | $19.24 |
Weighted average grant date fair value, Forfeited | $0 |
Weighted average grant date fair value nonvested, Ending balance | $18.51 |
Stockholders_Equity_Stockholde
Stockholders' Equity Stockholders' Equity, Performance Award Activity (Details) (Performance Shares [Member], USD $) | 12 Months Ended | |
Share data in Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Performance Shares [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Target Number of Shares Eligible to be Issued, Number | 503 | 287 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Maximum Number of Shares Eligible to be Issued, Number | 1,175 | 717 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $18.51 | $15.61 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 269 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Maximum Number of Shares Eligible to be Issued, Grants in Period | 941 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $19.24 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Shares Eligible to be Issued, Achieved in Period | 64 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Shares Eligible to be Issued, Achieved in Period at Maximum | -366 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Achieved in Period, Weighted Average Grant Date Fair Value | $15.61 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments With Performance Measures, Vested in Period | -117 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments With Performance Measures, Vested in Period, Weighted Average Grant Date Fair Value | $15.61 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 0 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Maximum Number of Shares Eligible to be Issued, Forfeited in Period | 0 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $0 | ' |
Stockholders_Equity_Options_an
Stockholders' Equity, Options and ESPP Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock Options [Member] | ' | ' | ' |
Weighted average assumptions used to estimate fair value of stock options granted and stock purchase rights under ESPP | ' | ' | ' |
Volatility | 0.00% | 0.00% | 49.00% |
Expected term (years) | '0 years | '0 years | '5 years 4 months 24 days |
Risk free interest rate | 0.00% | 0.00% | 2.10% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
ESPP [Member] | ' | ' | ' |
Weighted average assumptions used to estimate fair value of stock options granted and stock purchase rights under ESPP | ' | ' | ' |
Volatility | 55.00% | 57.00% | 57.00% |
Expected term (years) | '1 year 5 months 15 days | '1 year 7 months 6 days | '1 year 2 months 12 days |
Risk free interest rate | 0.20% | 0.20% | 0.20% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stockholders_Equity_Stock_Rese
Stockholders' Equity, Stock Reserved for Future Issuance (Details) | Dec. 31, 2013 | Dec. 31, 2012 |
Common stock options: | ' | ' |
Issued and outstanding | 6,362,000 | 6,716,000 |
Available for future grant | 1,286,000 | ' |
Available for issuance under the Employee Stock Purchase Plan | 1,589,000 | ' |
Issued and outstanding Restricted Stock Units | 3,479,000 | ' |
Senior Convertible Note warrants | 19,106,000 | ' |
Total shares reserved for future issuance | 44,241,000 | ' |
2.75% Senior Convertible Notes due 2017 [Member] | ' | ' |
Common stock options: | ' | ' |
Senior Convertible Notes | 12,419,000 | ' |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textuals) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | ' | 5,000,000 | 5,000,000 | ' |
Preferred Stock, Par or Stated Value Per Share | ' | $0.00 | $0.00 | ' |
TSR PRSUs Vested During the Period | 470,000 | ' | ' | ' |
Preferred stock, shares outstanding | ' | ' | ' | ' |
Exercise period | ' | '10 years | ' | ' |
Available for future grant | ' | 1,286,000 | ' | ' |
PRSUs Vested During the Period | ' | 117,000 | ' | ' |
Number of common stock issued to exercise stock options | ' | 177,000 | ' | ' |
Stockholders Equity (Textual) [Abstract] | ' | ' | ' | ' |
Issuance price of stock under the stock issuance program | ' | 85.00% | ' | ' |
Closing price of stock | ' | $32.33 | ' | ' |
Proceeds from exercise of stock options | ' | $3,400,000 | $500,000 | $2,900,000 |
Total intrinsic value | ' | 2,000,000 | 400,000 | 1,600,000 |
Total fair value of options vested | ' | 6,800,000 | 15,100,000 | 17,300,000 |
Weighted average fair value option granted | ' | ' | ' | $12.31 |
Stock Options [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Vesting over a period of options | ' | '36 months | ' | ' |
Annual vesting percentage | ' | 25.00% | ' | ' |
Unrecognized compensation expense, stock option | ' | 600,000 | ' | ' |
Expected weighted average period | ' | '0 years 8 months 12 days | ' | ' |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Annual vesting percentage | ' | 25.00% | ' | ' |
Total fair value of RSU | ' | 10,400,000 | 5,600,000 | 4,300,000 |
Unrecognized compensation expense, stock option | ' | 16,100,000 | ' | ' |
Expected weighted average period | ' | '2 years 9 months 18 days | ' | ' |
Performance Shares [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Unrecognized compensation expense, stock option | ' | 4,700,000 | ' | ' |
Expected weighted average period | ' | '1 year 1 month 6 days | ' | ' |
ESPP [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Unrecognized compensation expense, stock option | ' | 3,300,000 | ' | ' |
Equity Compensation Plan [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Percentage of acceleration of stock options in case of change in control | ' | 50.00% | ' | ' |
Equity Incentive Plan 2004 [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Maximum initially allowed for the issuance of common stock | ' | 7,000,000 | ' | ' |
Maximum automatic annual percentage share increase to 2004 plan | ' | 4.00% | ' | ' |
Maximum automatic annual share increase to 2004 plan | ' | 4,000,000 | ' | ' |
Available for future grant | ' | 1,286,075 | ' | ' |
Stock Incentive Plan 1998 [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Maximum initially allowed for the issuance of common stock | ' | 4,300,000 | ' | ' |
Maturity period of option under stock incentive plan | ' | '10 years | ' | ' |
Employee Stock Purchase Plan [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Maximum initially allowed for the issuance of common stock | ' | 100,000 | ' | ' |
Available for future grant | ' | 1,600,000 | ' | ' |
Annual increase of shares reserved for future issuance Maximum Number of Shares condition one | ' | 600,000 | ' | ' |
Annual increase of shares reserved for future issuance as percentage of companies outstanding shares immediately preceding year condition one Maximum | ' | 1.00% | ' | ' |
Number of share purchased under ESPP | ' | 417,154 | 368,639 | 228,091 |
Stockholders Equity (Textual) [Abstract] | ' | ' | ' | ' |
Maximum percentage of annual compensation | ' | 15.00% | ' | ' |
Maximum amount withheld to purchase shares of the company | ' | $21,250 | ' | ' |
Percentage of common stock purchase price | ' | 85.00% | ' | ' |
Employee Stock Purchase Plan Offering Period | ' | '2 years | ' | ' |
Minimum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
TSR PRSUs Percentage of Target Number of Shares Eligible to Receive | ' | 0.00% | ' | ' |
Percentage of target number of shares | ' | 0.00% | ' | ' |
Maximum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
TSR PRSUs Percentage of Target Number of Shares Eligible to Receive | ' | 350.00% | ' | ' |
Vesting over a period of options | ' | '4 years | ' | ' |
Percentage of target number of shares | ' | 250.00% | ' | ' |
Officer [Member] | Restricted Stock Units (RSUs) [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Annual vesting percentage | ' | 33.00% | ' | ' |
Series A Preferred Stock [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Preferred Stock Shares Authorized Designated Series A Participating Preferred Stock | ' | 477,654 | ' | ' |
Preferred Stock, Par or Stated Value Per Share | ' | $0.00 | ' | ' |
Convertible Preferred Stock Conversion Per Share | ' | 20 | ' | ' |
Preferred Stock, Liquidation Preference Per Share | ' | $648.20 | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Litigation Award | $0 | $0 | $101,200,000 |
Valuation allowance on california deferred tax assets | ' | ' | 4,800,000 |
Goodwill, Impairment Loss | 0 | 8,300,000 | 0 |
Summarized details of income (loss) before income taxes by region | ' | ' | ' |
United States | 8,818,000 | 10,723,000 | -100,179,000 |
Foreign | 950,000 | 533,000 | 115,000 |
Income (loss) before income taxes | 9,768,000 | 11,256,000 | -100,064,000 |
Current income tax expense: | ' | ' | ' |
Federal | 10,484,000 | 941,000 | 300,000 |
State | 2,718,000 | 3,235,000 | 1,524,000 |
Foreign | 922,000 | 113,000 | 100,000 |
Total current | 14,124,000 | 4,289,000 | 1,924,000 |
Deferred income tax benefit: | ' | ' | ' |
Federal | -8,060,000 | 6,551,000 | -33,860,000 |
State | -905,000 | -1,588,000 | 2,893,000 |
Foreign | -2,376,000 | -438,000 | 0 |
Total deferred | -11,341,000 | 4,525,000 | -30,967,000 |
Income Tax Expense (Benefit), Total | $2,783,000 | $8,814,000 | ($29,043,000) |
Income_Taxes_Effective_Income_
Income Taxes - Effective Income Tax Rate Reconciliation (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ' | ' | ' | ' |
Provision at statutory rate | ' | $3,419 | $3,940 | ($35,022) |
Foreign provision in excess of federal statutory rate | ' | 205 | 37 | 32 |
State income taxes (benefit), net of federal benefit | ' | -222 | 2,189 | -1,821 |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Amount | ' | 887 | 1,561 | 2,131 |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Meals and Entertainment, Amount | ' | 343 | 655 | 649 |
Permanent differences | ' | 27 | 54 | 483 |
Income Tax Reconciliation, Nondeductible Expense, Impairment Losses | ' | 0 | 2,905 | 0 |
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | -800 | -1,668 | 0 | -1,028 |
Other | ' | 188 | -374 | 973 |
Change in valuation allowance | ' | -396 | -2,153 | 4,560 |
Income Tax Expense (Benefit), Total | ' | $2,783 | $8,814 | ($29,043) |
Income_Taxes_Components_of_Def
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred Tax Assets: | ' | ' |
Net operating loss carry-forwards | $6,785 | $7,018 |
Stock based compensation | 37,192 | 31,804 |
Original issue discount | 0 | 270 |
General business credit carry-forwards | 3,215 | 4,692 |
Deferred tax assets litigation accrual | 49,779 | 44,796 |
Other | 12,290 | 11,178 |
Gross deferred tax assets | 109,261 | 99,758 |
Valuation allowance | -8,989 | -8,275 |
Net deferred tax assets | 100,272 | 91,483 |
Deferred Tax Liabilities: | ' | ' |
Deferred tax liabilities capitalized assets | -4,277 | -5,507 |
Deferred tax liabilities original issue discount | -2,276 | -2,767 |
Acquired intangibles | -16,714 | -17,476 |
Deferred Tax Liabilities, Other | 0 | -51 |
Deferred tax liabilities | -23,267 | -25,801 |
Consolidated net deferred tax assets | 77,005 | 65,682 |
Add: Deferred tax liability, net, attributable to noncontrolling interests | 1,681 | 1,753 |
Net deferred tax assets | $78,686 | $67,435 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reconciliation of the beginning and ending amount of unrecognized tax | ' | ' | ' |
Unrecognized tax benefit at the beginning of the year | $4,399 | $4,279 | $3,930 |
Additions from tax positions taken in the current year | 13 | 100 | 178 |
Additions from tax positions taken in prior year | 92 | 20 | 171 |
Reductions from tax positions taken in prior years | 0 | 0 | 0 |
Settlements of tax audits | 0 | 0 | 0 |
Unrecognized tax benefit at the end of the year | $4,504 | $4,399 | $4,279 |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' |
Excess tax benefit carryforwards related to stock option windfalls | ' | $8,300,000 | ' | ' |
Income Taxes (Textual) [Abstract] | ' | ' | ' | ' |
US federal income tax statutory rate | ' | 35.00% | 35.00% | 35.00% |
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | 800,000 | 1,668,000 | 0 | 1,028,000 |
Goodwill, Impairment Loss | ' | 0 | 8,300,000 | 0 |
Valuation allowance on california deferred tax assets | ' | ' | ' | 4,800,000 |
Litigation Award | ' | 0 | 0 | 101,200,000 |
Uncertain income tax position not recognized | ' | 'less than a 50% | ' | ' |
Unrecognized tax benefits that would impact effective tax | ' | 3,200,000 | 3,200,000 | 3,100,000 |
Valuation Allowances and Reserves, Adjustments | ' | 2,200,000 | ' | ' |
Federal Research and Development [Member] | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' |
Net research and development carry forwards | ' | 2,700,000 | ' | ' |
California Research and Development [Member] | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' |
Net research and development carry forwards | ' | 6,800,000 | ' | ' |
Domestic Tax Authority [Member] | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' |
Net operating loss carry forwards | ' | 18,200,000 | ' | ' |
State and Local Jurisdiction [Member] | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' |
Net operating loss carry forwards | ' | 13,100,000 | ' | ' |
Foreign Tax Authority [Member] | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' |
Net operating loss carry forwards | ' | $8,900,000 | ' | ' |
Business_Segment_Product_and_G2
Business Segment, Product and Geographic Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
segment | |||||||||||||
Revenue from External Customer [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue, Net | $190,815 | $169,156 | $165,698 | [1] | $159,504 | $165,754 | [2] | $148,391 | $154,419 | $151,691 | $685,173 | $620,255 | $540,506 |
Number of Reportable Segments | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ||
Spine Surgery Products [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue from External Customer [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue, Net | ' | ' | ' | ' | ' | ' | ' | ' | 530,370 | 471,186 | 430,970 | ||
Biologics [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue from External Customer [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue, Net | ' | ' | ' | ' | ' | ' | ' | ' | 115,633 | 110,179 | 99,759 | ||
Monitoring Service [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue from External Customer [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue, Net | ' | ' | ' | ' | ' | ' | ' | ' | $39,170 | $38,890 | $9,777 | ||
[1] | Consolidated financial results include a one-time royalty expense charge of $7.9 million, accounting for the difference in using the Medtronic royalty rates stated in the September 2011 verdict and those in the June 2013 ruling on sales through March 31, 2013. | ||||||||||||
[2] | Consolidated financial results include impairment charges of $8.3 million for Impulse Monitoring's goodwill and $1.4 million related to certain intangible assets. |
Business_Segment_Product_and_G3
Business Segment, Product and Geographic Information Business Segment, Product and Geographic Information (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue, Net | $190,815 | $169,156 | $165,698 | [1] | $159,504 | $165,754 | [2] | $148,391 | $154,419 | $151,691 | $685,173 | $620,255 | $540,506 |
Property, Plant and Equipment, Net | 128,064 | ' | ' | ' | 125,123 | ' | ' | ' | 128,064 | 125,123 | ' | ||
UNITED STATES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue, Net | ' | ' | ' | ' | ' | ' | ' | ' | 620,363 | 575,255 | 511,310 | ||
Property, Plant and Equipment, Net | 109,458 | ' | ' | ' | 112,701 | ' | ' | ' | 109,458 | 112,701 | ' | ||
International [Domain] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue, Net | ' | ' | ' | ' | ' | ' | ' | ' | 64,810 | 45,000 | 29,196 | ||
Property, Plant and Equipment, Net | $18,606 | ' | ' | ' | $12,422 | ' | ' | ' | $18,606 | $12,422 | ' | ||
[1] | Consolidated financial results include a one-time royalty expense charge of $7.9 million, accounting for the difference in using the Medtronic royalty rates stated in the September 2011 verdict and those in the June 2013 ruling on sales through March 31, 2013. | ||||||||||||
[2] | Consolidated financial results include impairment charges of $8.3 million for Impulse Monitoring's goodwill and $1.4 million related to certain intangible assets. |
Legal_Proceedings_Details
Legal Proceedings (Details) (USD $) | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2010 | |
Medtronic Litigation [Member] | Medtronic Litigation [Member] | Medtronic Litigation [Member] | Trademark Infringement [Member] | Trademark Infringement [Member] | ||||
patent | ||||||||
Legal Proceedings (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Number of patents assigned or licensed | ' | ' | ' | ' | 12 | ' | ' | ' |
Number of patents withdrawn | ' | ' | ' | ' | 3 | ' | ' | ' |
Number of patents remaining | ' | ' | ' | ' | 9 | ' | ' | ' |
Number of Patents Selected for Litigation | ' | ' | ' | ' | 3 | ' | ' | ' |
Other Company's Patents in Initial Phase of Litigation | ' | ' | ' | ' | 3 | ' | ' | ' |
Litigation Award | $0 | $0 | ($101,200,000) | ' | ' | ($101,200,000) | ' | ' |
Royalty Accrual Charge | ' | ' | ' | ' | 7,900,000 | ' | ' | ' |
Company's cash and investment in escrow | ' | ' | ' | 21,000,000 | ' | 113,300,000 | 62,500,000 | ' |
Approximate loss contingency | ' | ' | ' | ' | 13,000,000 | ' | ' | ' |
Company's Patents in Initial Phase of Litigation | ' | ' | ' | ' | 1 | ' | ' | ' |
Unrecorded royalty damages | ' | ' | ' | ' | 700,000 | ' | ' | ' |
Loss Contingency, Damages Paid, Value | ' | ' | ' | ' | 7,500,000 | ' | ' | ' |
Number of NuVasive Patents in Infringement Counterclaim | ' | ' | ' | ' | 8 | ' | ' | ' |
Additional Patent Added to Other Company's Infringement Claim | ' | ' | ' | ' | ''696 patent | ' | ' | ' |
Other Company's Patents Selected for Claims Construction Hearing | ' | ' | ' | ' | 2 | ' | ' | ' |
Jury award | ' | ' | ' | ' | ' | ' | ' | $60,000,000 |
Quarterly_Data_unaudited_Detai
Quarterly Data (unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue, Net | $190,815 | $169,156 | $165,698 | [1] | $159,504 | $165,754 | [2] | $148,391 | $154,419 | $151,691 | $685,173 | $620,255 | $540,506 |
Goodwill, Impairment Loss | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 8,300 | 0 | ||
Selected Quarterly Financial Information [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Gross profit | 141,462 | 125,865 | 116,954 | [1] | 120,408 | 123,558 | [2] | 110,645 | 117,885 | 114,758 | 504,689 | 466,846 | 428,395 |
Consolidated net (loss) income | 5,837 | 7,280 | -6,728 | [1] | 596 | -2,776 | [2] | 2,139 | 2,610 | 469 | 6,985 | 2,442 | -71,021 |
Net income (loss) attributable to NuVasive, Inc | $6,009 | $7,511 | ($6,469) | [1] | $851 | ($2,746) | [2] | $2,354 | $2,863 | $673 | $7,902 | $3,144 | ($69,849) |
Basic net income (loss) per common share attributable to NuVasive, Inc | $0.13 | $0.17 | ($0.15) | [1] | $0.02 | ($0.06) | [2] | $0.05 | $0.07 | $0.02 | $0.18 | $0.07 | ($1.73) |
Diluted net income (loss) per common share attributable to NuVasive, Inc | $0.13 | $0.16 | ($0.15) | [1] | $0.02 | ($0.06) | [2] | $0.05 | $0.06 | $0.02 | $0.17 | $0.07 | ($1.73) |
[1] | Consolidated financial results include a one-time royalty expense charge of $7.9 million, accounting for the difference in using the Medtronic royalty rates stated in the September 2011 verdict and those in the June 2013 ruling on sales through March 31, 2013. | ||||||||||||
[2] | Consolidated financial results include impairment charges of $8.3 million for Impulse Monitoring's goodwill and $1.4 million related to certain intangible assets. |
Quarterly_Data_Details_Textual
Quarterly Data (Details) (Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Quarterly Data (Textual) [Abstract] | ' | ' | ' |
Litigation Award | $0 | $0 | ($101,200,000) |
Impairment charge, intangible assets | 1,400,000 | ' | 18,200,000 |
Goodwill, Impairment Loss | $0 | $8,300,000 | $0 |
Valuation_Accounts_Details
Valuation Accounts (Details) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' | |||
Other | $2,200 | ' | ' | |||
Accounts Receivable Valuation Accounts [Member] | ' | ' | ' | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' | |||
Balance at Beginning of Period | 2,780 | 3,430 | 2,573 | |||
Additions | 753 | [1] | 107 | [1] | 2,328 | [1] |
Deductions | 52 | [2] | 757 | [2] | 488 | [2] |
Other | 0 | [3] | 0 | [3] | 983 | [3] |
Balance at End of Period | 3,481 | 2,780 | 3,430 | |||
Inventory Reserve [Member] | ' | ' | ' | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' | |||
Balance at Beginning of Period | 16,856 | 11,739 | 6,244 | |||
Additions | 10,003 | [4] | 9,324 | [4] | 9,438 | [4] |
Deductions | 4,985 | [5] | 4,207 | [5] | 3,943 | [5] |
Balance at End of Period | $21,874 | $16,856 | $11,739 | |||
[1] | Amount represents customer balances deemed uncollectible. | |||||
[2] | Uncollectible accounts written-off. | |||||
[3] | Amount represents recoveries received. | |||||
[4] | Amount represents excess and obsolete reserve recorded to cost of sales. | |||||
[5] | Excess and obsolete inventory written-off against reserve. |