Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 20, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | NUVASIVE INC | |
Entity Central Index Key | 1,142,596 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | NUVA | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 50,348,204 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 203,818 | $ 192,339 |
Short-term marketable securities | 165,423 | |
Accounts receivable, net of allowances of $8,335 and $5,320, respectively | 143,818 | 127,595 |
Inventory, net | 212,784 | 168,140 |
Prepaid income taxes | 46,904 | 40,540 |
Prepaid expenses and other current assets | 9,573 | 8,790 |
Total current assets | 616,897 | 702,827 |
Property and equipment, net | 179,913 | 141,441 |
Long-term marketable securities | 112,332 | |
Intangible assets, net | 303,928 | 85,076 |
Goodwill | 498,686 | 154,281 |
Deferred tax assets | 4,633 | 83,691 |
Restricted cash and investments | 7,420 | 5,615 |
Other assets | 24,568 | 17,404 |
Total assets | 1,636,045 | 1,302,667 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 72,581 | 60,985 |
Contingent consideration liabilities | 45,005 | |
Accrued payroll and related expenses | 41,010 | 37,641 |
Income tax liabilities | 828 | 990 |
Short-term senior convertible notes | 120,975 | |
Total current liabilities | 280,399 | 99,616 |
Long term senior convertible notes | 559,950 | 372,920 |
Deferred and income tax liabilities, non-current | 26,239 | 8,602 |
Non-current litigation liabilities | 88,261 | |
Other long-term liabilities | 46,643 | 14,425 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized, none outstanding | ||
Common stock, $0.001 par value; 120,000,000 shares authorized at September 30, 2016 and December 31, 2015, 55,096,226 and 52,616,471 issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 55 | 53 |
Additional paid-in capital | 1,033,298 | 989,387 |
Accumulated other comprehensive loss | (5,891) | (12,112) |
Accumulated deficit | (73,235) | (104,006) |
Treasury stock at cost; 4,751,464 shares and 3,316,794 shares at September 30, 2016 and December 31, 2015, respectively | (237,411) | (161,788) |
Total NuVasive, Inc. stockholders’ equity | 716,816 | 711,534 |
Non-controlling interests | 5,998 | 7,309 |
Total equity | 722,814 | 718,843 |
Total liabilities and equity | $ 1,636,045 | $ 1,302,667 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 8,335 | $ 5,320 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 55,096,226 | 52,616,471 |
Common stock, shares outstanding | 55,096,226 | 52,616,471 |
Treasury stock at cost, shares | 4,751,464 | 3,316,794 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 239,649 | $ 200,538 | $ 690,963 | $ 595,831 |
Cost of goods sold (excluding below amortization of intangible assets) | 59,196 | 49,167 | 173,167 | 143,246 |
Gross profit | 180,453 | 151,371 | 517,796 | 452,585 |
Operating expenses: | ||||
Sales, marketing and administrative | 131,886 | 110,554 | 391,211 | 338,444 |
Research and development | 12,516 | 9,189 | 35,016 | 27,227 |
Amortization of intangible assets | 11,438 | 3,067 | 29,912 | 9,037 |
Litigation liability (gain) | (500) | (43,310) | (42,507) | |
Business transition costs | 3,451 | 950 | 11,514 | 10,845 |
Total operating expenses | 159,291 | 123,260 | 424,343 | 343,046 |
Interest and other expense, net: | ||||
Interest income | 190 | 362 | 924 | 1,125 |
Interest expense | (10,979) | (7,307) | (29,988) | (21,675) |
Loss on repurchases of convertible notes | (17,444) | |||
Other income (expense), net | 94 | 387 | (102) | 530 |
Total interest and other expense, net | (10,695) | (6,558) | (46,610) | (20,020) |
Income before income taxes | 10,467 | 21,553 | 46,843 | 89,519 |
Income tax expense | (6,972) | (8,803) | (17,383) | (35,332) |
Consolidated net income | 3,495 | 12,750 | 29,460 | 54,187 |
Add back net loss attributable to non-controlling interests | (431) | (210) | (1,311) | (601) |
Net income attributable to NuVasive, Inc. | $ 3,926 | $ 12,960 | $ 30,771 | $ 54,788 |
Net income per share attributable to NuVasive, Inc.: | ||||
Basic | $ 0.08 | $ 0.26 | $ 0.62 | $ 1.13 |
Diluted | $ 0.07 | $ 0.24 | $ 0.58 | $ 1.05 |
Weighted average shares outstanding: | ||||
Basic | 50,264 | 48,993 | 49,970 | 48,513 |
Diluted | 55,782 | 53,199 | 53,498 | 52,202 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Consolidated net income | $ 3,495 | $ 12,750 | $ 29,460 | $ 54,187 |
Other comprehensive income (loss): | ||||
Unrealized (loss) gain on marketable securities, net of tax | (10) | 57 | 332 | 201 |
Translation adjustments, net of tax | 470 | (410) | 5,889 | (1,854) |
Other comprehensive income (loss) | 460 | (353) | 6,221 | (1,653) |
Total consolidated comprehensive income | 3,955 | 12,397 | 35,681 | 52,534 |
Net loss attributable to non-controlling interests | (431) | (210) | (1,311) | (601) |
Comprehensive income attributable to NuVasive, Inc. | $ 4,386 | $ 12,607 | $ 36,992 | $ 53,135 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities: | ||
Consolidated net income | $ 29,460 | $ 54,187 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 73,765 | 49,006 |
Loss on repurchases of convertible notes | 17,444 | |
Amortization of non-cash interest | 16,906 | 13,255 |
Stock-based compensation | 19,645 | 20,570 |
Reserves on current assets | 9,027 | 7,232 |
Other non-cash adjustments | 11,369 | 13,127 |
Deferred income taxes | 24,810 | 37,047 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | (3,038) | 2,163 |
Inventory | (22,423) | (19,768) |
Prepaid expenses and other current assets | (3,457) | 2,512 |
Accounts payable and accrued liabilities | 5,939 | 8,828 |
Accrued royalties | (85) | (46,999) |
Accrued payroll and related expenses | (1,670) | (5,080) |
Litigation liability | (88,450) | (35,333) |
Income taxes | 6,778 | (52,739) |
Net cash provided by operating activities | 96,020 | 48,008 |
Investing activities: | ||
Acquisition of Ellipse Technologies, net of cash acquired | (380,080) | |
Other acquisitions and investments | (108,150) | (1,357) |
Purchases of intangible assets | (5,918) | (28,589) |
Proceeds from sales of property and equipment | 40 | |
Purchases of property and equipment | (73,882) | (59,905) |
Purchases of marketable securities | (128,956) | (320,177) |
Proceeds from sales of marketable securities | 407,032 | 272,666 |
Sales of restricted investments | 180,694 | |
Purchases of restricted investments | (62,625) | |
Net cash used in investing activities | (289,954) | (19,253) |
Financing activities: | ||
Incremental tax benefits related to stock-based compensation awards | 15,185 | |
Proceeds from the issuance of common stock | 6,668 | 9,040 |
Payment of contingent consideration | (514) | |
Purchase of treasury stock | (24,441) | (52,532) |
Proceeds from issuance of convertible debt, net of issuance costs | 634,140 | |
Proceeds from sale of warrants | 44,850 | |
Purchase of convertible note hedge | (111,150) | |
Repurchases of convertible notes | (343,835) | |
Proceeds from revolving line of credit | 50,000 | |
Repayments on revolving line of credit | (50,000) | |
Other financing activities | (1,701) | (131) |
Net cash provided by (used in) financing activities | 204,531 | (28,952) |
Effect of exchange rate changes on cash | 882 | (862) |
Increase (decrease) in cash and cash equivalents | 11,479 | (1,059) |
Cash and cash equivalents at beginning of period | 192,339 | 142,387 |
Cash and cash equivalents at end of period | $ 203,818 | $ 141,328 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation 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’s principal product offering includes a minimally-disruptive surgical platform called Maximum Access Surgery, or MAS. 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 safe and reproducible outcomes for the surgeon and the patient. The platform includes the Company’s proprietary software-driven nerve detection and avoidance systems and Intraoperative Monitoring (“IOM”) services and support; MaXcess, an integrated split-blade retractor system; and a wide variety of specialized implants and biologics. The Company also recently launched Integrated Global Alignment (“iGA”), in which products and computer assisted technology under the MAS platform help achieve more precise spinal alignment. The individual components of the MAS platform, and many of the Company’s products, can also be used in open or traditional spine surgery. The Company continues to focus 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 that 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. The Company sells MAS instrument sets, MaXcess and nerve monitoring systems to hospitals, however, such sales are immaterial to the Company’s results of operations. On February 11, 2016, the Company acquired Ellipse Technologies, Inc. (“Ellipse Technologies”), which now operates as a wholly owned subsidiary under the renamed legal entity NuVasive Specialized Orthopedics, Inc. (“NSO”). NSO designs and sells expandable growing rod implant systems that can be non-invasively lengthened following implantation with precise, incremental adjustments via an external remote controller using magnetic technology called MAGnetic External Control, or MAGEC. The technology platform provides the basis of NSO’s core product offerings, including MAGEC-EOS, which allows for the minimally invasive treatment of early-onset and adolescent scoliosis, as well as the PRECICE limb lengthening system, which allows for the correction of long bone limb length discrepancy, as well as enhanced bone healing in patients that have experienced traumatic injury. On July 1, 2016, the Company acquired BNN Holdings Corp., which through its subsidiaries and affiliates, owns and operates Biotronic NeuroNetwork, a patient-centric healthcare organization that provides intraoperative neurophysiological monitoring services to surgeons and healthcare facilities across the U.S. Biotronic NeuroNetwork with its Impulse Monitoring, Inc. business under the newly created division NuVasive Clinical Services (“NCS”). The Company intends to continue development on a wide variety of projects intended to broaden surgical applications for greater procedural integration of its MAS techniques and additional applications of the MAGEC technology. Such applications include tumor, trauma, and deformity, as well as increased fixation options and sagittal alignment products. The Company also expects to continue expanding its other product and services offerings as it executes on its strategy to offer customers an end-to-end, integrated procedural solution for spine surgery. Basis of Presentation and Principles of Consolidation The accompanying Unaudited Consolidated Financial Statements include the accounts of the Company and its majority-owned or controlled subsidiaries, collectively referred to as either NuVasive or the Company. The Company translates the financial statements of its foreign subsidiaries using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. When there is a portion of equity in an acquired subsidiary not attributable, directly or indirectly, to the respective parent entity, the Company records the fair value of the non-controlling interests at the acquisition date and classifies the amounts attributable to non-controlling interests separately in equity in the Company's consolidated financial statements. Any subsequent changes in a parent's ownership interest while the parent retains its controlling financial interest in its subsidiary are accounted for as equity transactions. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying Unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Pursuant to these rules and regulations, the Company has condensed or omitted certain information and footnote disclosures it normally includes in its annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for any other interim period or for the full year. These Unaudited Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K filed with the SEC. In the opinion of management, the Unaudited Consolidated Financial Statements include all adjustments that are of a normal and recurring nature that are necessary for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. The Company has reclassified historically presented product line revenue to conform to the current period presentation. Both reclassifications have no impact on previously reported results of operations or financial position Recently Adopted Accounting Standards” below for information regarding historical financial information adjusted for a Change in Accounting Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Recent Accounting Pronouncements Not Yet Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2014-09, Revenue from Contracts with Customers In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases, In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments Recently Adopted Accounting Standards In April 2014, the FASB issued Accounting Standards Update In March 2016, the FASB issued Accounting Standards Update 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), 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 $5.9 million and $11.6 million at September 30, 2016 and December 31, 2015, respectively. Business Transition Costs The Company incurs certain costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs and other costs directly associated with such activities. The Company incurred $3.5 million and $11.5 million of business transition costs during the three and nine months ended September 30, 2016, respectively, primarily related to acquisition and integration activities. During the three and nine months ended September 30, 2015, the Company incurred $0.9 million and $10.8 million, respectively, of such costs, which included a $3.4 million charge associated with the resignation of the Company’s former Chief Executive Officer and Chairman of the Board, which occurred in the first quarter 2015. The $3.4 million charge includes certain severance and compensation-related charges, net of certain forfeitures of previously recognized equity-based compensation. Included in business transition costs were the restructuring and impairment charges associated with the Company’s exit of its New Jersey location and termination of the respective lease. The Company incurred charges of $0.5 million and $2.3 million associated with this activity during the nine months ended September 30, 2016 and September 30, 2015, respectively. As of September 30, 2016, the total recorded liability associated with this early lease termination was $2.9 million compared to $4.1 million at December 31, 2015. The liability consists of future rental payments through 2017. The current portion of the liability is recorded within accounts payable and accrued liabilities and the long-term portion is recorded within other long-term liabilities in the Consolidated Balance Sheets for the periods presented. Product Shipment Costs Product shipment costs, included in sales, marketing and administrative expense in the accompanying Consolidated Statements of Operations, were $5.7 million and $18.4 million for the three and nine months ended September 30, 2016, respectively, and $5.6 million and $15.8 million for the three and nine months ended September 30, 2015 respectively. The majority of the Company’s shipping costs are related to the loan of instrument sets, which are not sold as part of the Company’s core sales offering. Amounts billed to customers for shipping and handling of products are reflected in revenues and are not significant for any period presented. Litigation Liability Gain (Loss) During the nine months ended September 30, 2016, the Company agreed to settle its ongoing litigation with Medtronic. As a result of the settlement, the Company paid $45.0 million to Medtronic and accordingly recorded a gain of $43.3 million related to the settlement. During the nine months ended September 30, 2015, the Company recorded a litigation liability gain of $42.5 million resulting primarily from the recognition of a $56.4 million gain stemming from a favorable appeal in Phase 1 of the Medtronic litigation and a gain of $2.8 million in litigation accrual change related to the settlement of the NeuroVision trademark litigation, partially offset by litigation losses of $13.8 million in connection with the OIG investigation and $2.8 million in a general litigation matter. See Note 11 and Note 12 to the Unaudited Consolidated Financial Statements for further discussion. |
Net Income Per Share
Net Income Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 2. Net Income Per Share The following table sets forth the computation of basic and diluted income per share attributable to the Company: Three Months Ended September 30, Nine Months Ended September 30, ( in thousands, except per share data 2016 2015 2016 2015 Numerator: Net income attributable to NuVasive, Inc. $ 3,926 $ 12,960 $ 30,771 $ 54,788 Denominator for basic and diluted net income per share: Weighted average common shares outstanding for basic 50,264 48,993 49,970 48,513 Dilutive potential common stock outstanding: Stock options and employee stock purchase plan 223 895 347 1,224 Restricted stock units 1,483 1,129 1,221 1,127 Warrants 2,141 417 986 139 Senior Convertible Notes 1,671 1,765 974 1,199 Weighted average common shares outstanding for diluted 55,782 53,199 53,498 52,202 Basic net income per share attributable to NuVasive, Inc. $ 0.08 $ 0.26 $ 0.62 $ 1.13 Diluted net income per share attributable to NuVasive, Inc. $ 0.07 $ 0.24 $ 0.58 $ 1.05 The following weighted-average outstanding common stock equivalents were not included in the calculation of net income per diluted share because their effects were anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, ( in thousands 2016 2015 2016 2015 Stock options, employee stock purchase plan, and restricted stock units 6 13 1,213 53 Warrants 10,865 — 14,050 6,369 Senior Convertible Notes — — 10,067 — Total 10,871 13 25,330 6,422 As discussed in Note 1 to the Unaudited Consolidated Financial Statements, the Company elected to early adopt ASU 2016-09 in the second quarter 2016, which requires any adjustments to be recorded as of the beginning of the fiscal year. The retrospective adjustments to the Company’s financial results for the three months ended March 31, 2016 included a decrease in net loss attributable to the Company of $5.5 million, which resulted in a decrease in net loss per share of $0.11. The financial information in the table above for the nine months ended September 30, 2016 reflects this retrospective adjustment to the Company’s financial results for the three months ended March 31, 2016. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Investments Debt And Equity Securities [Abstract] | |
Financial Instruments and Fair Value Measurements | 3. Financial Instruments and Fair Value Measurements The Company maintains an investment policy that requires a diversified investment portfolio in terms of types, maturities, and credit exposure, and invests with institutions that have high credit quality. Annually, the Company reassesses the investment policy to ensure it is reflective of current markets and conditions. The Company does not currently hold financial instruments for speculative purposes. The composition of marketable securities is as follows: ( in thousands, except years Contractual Maturity (in years) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value September 30, 2016: Classified as current assets Corporate notes Less than 1 $ — — $ — $ — Commercial paper Less than 1 — — — — Securities of government-sponsored entities Less than 1 — — — — Short-term marketable securities — — — — Classified as non-current assets Securities of government-sponsored entities 1 to 2 — — — — Corporate notes 1 to 2 — — — — Long-term marketable securities — — — — Total marketable securities at September 30, 2016 $ — $ — $ — $ — December 31, 2015: Classified as current assets Certificates of deposit Less than 1 $ 6,615 $ — $ — $ 6,615 Corporate notes Less than 1 108,739 5 (173 ) 108,571 Commercial paper Less than 1 21,991 — — 21,991 Securities of government-sponsored entities Less than 1 28,284 — (38 ) 28,246 Short-term marketable securities 165,629 5 (211 ) 165,423 Classified as non-current assets Certificates of deposit 1 to 2 12,392 — — 12,392 Corporate notes 1 to 2 43,857 — (109 ) 43,748 Securities of government-sponsored entities 1 to 2 56,412 — (220 ) 56,192 Long-term marketable securities 112,661 — (329 ) 112,332 Total marketable securities at December 31, 2015 $ 278,290 $ 5 $ (540 ) $ 277,755 As of September 30, 2016, the Company had liquidated its short-term and long-term marketable securities, and only held investments in securities classified as cash equivalents. During the periods presented, the Company did not hold any investments that were in a significant unrealized loss position and no impairment charges were recorded. Realized gains and losses and interest income related to marketable securities were immaterial during all periods presented. Foreign Currency and Derivative Financial Instruments The Company translates the financial statements of its foreign subsidiaries using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. Some of the Company’s reporting entities conduct a portion of their business in currencies other than the entity’s functional currency. These transactions give rise to receivables and payables that are denominated in currencies other than the entity’s functional currency. The value of these receivables and payables is subject to changes in currency exchange rates from the point at which the transactions are originated until the settlement in cash. Both realized and unrealized gains and losses in the value of these receivables and payables are included in the determination of net income. Net foreign currency exchange (losses) gains, which include gains and losses from derivative instruments, were $(0.1) million and $0.1 million for the three and nine months ended September 30, 2016, respectively, and $0.4 million and $0.4 million for the three and nine months ended September 30, 2015, respectively, and are included in other income (loss), net, in the Consolidated Statements of Operations. The Company maintains a foreign currency risk management strategy that uses derivative instruments to protect against fluctuations in earnings and cash flows that may rise from volatility in currency exchange rates. The Company uses foreign currency forward exchange contracts to hedge the currency exchange rate exposure from short-term intercompany receivables and payables denominated in a currency other than the reporting entity’s functional currency. Realized and unrealized gains or losses on forward contracts are included in the determination of net income as the forward contracts are not designated for hedge accounting under ASC Topic 815, Derivatives and Hedging. A September 30, 2015 16.8 million, respectively, . The following table summarizes the fair values of derivative instruments at September 30, 2016 and December 31, 2015: Asset Derivatives Liability Derivatives Fair Value Fair Value Balance Sheet September 30, December 31, Balance Sheet September 30, December 31, ( in thousands Location 2016 2015 Location 2016 2015 Derivative instruments not designated as cash flow hedges Forward exchange contracts Other current assets $ — $ 46 Other current liabilities $ 26 — Total derivatives $ — $ 46 $ 26 — The following table summarizes the effect of derivative instruments on the Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and September 30, 2015: Three Months Ended Three Months Ended September 30, 2016 September 30, 2015 Location of Amount of Location of Amount of (Gain)/Loss (Gain)/Loss (Gain)/Loss (Gain)/Loss Recognized in Recognized in Recognized in Recognized in ( in thousands Income Income Income Income Derivative instruments not designated as cash flow hedges Forward exchange contracts Other (income) expense $ 176 Other (income) expense $ 79 Total derivatives $ 176 $ 79 Nine Months Ended Nine Months Ended September 30, 2016 September 30, 2015 Location of Amount of Location of Amount of (Gain)/Loss (Gain)/Loss (Gain)/Loss (Gain)/Loss Recognized in Recognized in Recognized in Recognized in ( in thousands Income Income Income Income Derivative instruments not designated as cash flow hedges Forward exchange contracts Other (income) expense $ 344 Other (income) expense $ (1,585 ) Total derivatives $ 344 $ (1,585 ) 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 fair values of the Company’s assets and liabilities, including cash equivalents, marketable securities, restricted investments, derivatives, and contingent consideration liabilities are measured at fair value on a recurring basis, and are determined under the fair value categories in accordance with the authoritative guidance as follows: Quoted Price in Significant Other Significant Active Market Observable Inputs Unobservable ( in thousands Total (Level 1) (Level 2) Inputs (Level 3) September 30, 2016: Money market funds $ 86,557 $ 86,557 $ — $ — Corporate notes 5,505 — 5,505 — Commercial paper 59,938 — 59,938 — Total assets $ 152,000 $ 86,557 $ 65,443 $ — December 31, 2015: Money market funds $ 68,425 $ 68,425 $ — $ — Certificates of deposit 19,007 19,007 — — Corporate notes 152,319 — 152,319 — Commercial paper 21,991 — 21,991 — Securities of government-sponsored entities 115,929 — 115,929 — Total assets $ 377,671 $ 87,432 $ 290,239 $ — The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the three and nine months ended September 30, 2016 or September 30, 2015, respectively. The carrying amounts of certain financial instruments such as cash equivalents, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses, and other current liabilities as of September 30, 2016 and December 31, 2015 approximate their related fair values due to the short-term maturities of these instruments. The carrying values of the Company’s capital lease obligations approximate their related fair values as of September 30, 2016 and December 31, 2015. The fair value, based on a quoted market price (Level 1), of the Company’s outstanding Senior Convertible Notes due 2017 at September 30, 2016 and December 31, 2015 were approximately $197.1 million and $551.4 million, respectively. The fair value, based on a quoted market price (Level 1), of the Company’s outstanding Senior Convertible Notes due 2021 was $822.0 million at September 30, 2016. See Note 6 to the Unaudited Consolidated Financial Statements for further discussion on the carrying value of the Company’s Senior Convertible Notes. Contingent Consideration Liabilities 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): Nine Months Ended September 30, ( in thousands 2016 2015 Fair value measurement at beginning of period $ — $ 644 Contingent consideration liability recorded upon acquisition 63,442 — Change in fair value measurement 2,291 (36 ) Changes resulting from foreign currency fluctuations 209 — Contingent consideration paid or settled (582 ) (608 ) Fair value measurement at end of period $ 65,360 $ — The fair value of contingent consideration liabilities assumed in business combinations is recorded as part of the purchase price consideration of the acquisition, and is determined using a discounted cash flow model or probability simulation model. The significant inputs of such models are not observable in the market, such as certain financial metric growth rates, volatility rates, projections associated with the applicable milestone, the interest rate, the related probabilities and payment structure in the contingent consideration arrangement. Fair value adjustments to contingent consideration liabilities are recorded through operating expenses in the Consolidated Statement of Operations. Contingent consideration arrangements assumed by an asset purchase will be measured and accrued when such contingency is resolved. During the nine months ended September 30, 2016, the Company recorded additional contingent consideration liabilities of $63.4 million in connection with certain acquisitions. Such acquisitions include the acquisition in September 2016 of an imaging software and technology platform known as Lessray ® Non-financial assets and liabilities measured on a nonrecurring basis Certain non-financial assets and liabilities are measured at fair value, usually with Level 3 inputs including discounted cash flow method or cost method, on a nonrecurring basis in accordance with authoritative guidance. In general, non-financial assets, including 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. Any impairment charges recognized in the Consolidated Statements of Operations were immaterial for the periods presented. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets Goodwill and intangible assets consisted of the following: Weighted- Average Amortization ( in thousands, except years Period Gross Accumulated Intangible September 30, 2016: (in years) Amount Amortization Assets, net Intangible assets subject to amortization: Developed technology 8 $ 246,948 $ (58,589 ) $ 188,359 Manufacturing know-how and trade secrets 12 21,809 (14,460 ) 7,349 Trade name and trademarks 9 25,700 (7,205 ) 18,495 Customer relationships 9 125,722 (35,997 ) 89,725 Total intangible assets subject to amortization 9 $ 420,179 $ (116,251 ) $ 303,928 Intangible assets not subject to amortization: Goodwill $ 498,686 Total goodwill and intangible assets, net $ 802,614 Weighted- Average Amortization Period Gross Accumulated Intangible December 31, 2015: (in years) Amount Amortization Assets, net Intangible assets subject to amortization: Developed technology 9 $ 92,648 $ (37,382 ) $ 55,266 Manufacturing know-how and trade secrets 12 21,787 (13,296 ) 8,491 Trade name and trademarks 11 9,500 (5,068 ) 4,432 Customer relationships 8 44,752 (27,865 ) 16,887 Total intangible assets subject to amortization 10 $ 168,687 $ (83,611 ) $ 85,076 Intangible assets not subject to amortization: Goodwill $ 154,281 Total goodwill and intangible assets, net $ 239,357 During the nine months ended September 30, 2016, in connection with acquisitions and other investments, the Company recorded additions to definite-lived intangible assets and goodwill of $251.5 million and $343.6 million, respectively. Goodwill recorded in business combinations is primarily attributable to synergies expected to arise after the acquisition. The following table summarizes the changes in the carrying value of the Company’s goodwill: ( in thousands December 31, 2015 Gross goodwill $ 162,581 Accumulated impairment loss (8,300 ) 154,281 Changes to gross goodwill Increases recorded in business combinations 343,620 Changes resulting from foreign currency fluctuations 785 344,405 September 30, 2016 Gross goodwill 506,986 Accumulated impairment loss (8,300 ) $ 498,686 Total expense related to the amortization of intangible assets, which is recorded in both cost of goods sold and operating expenses in the Consolidated Statements of Operations, was $12.3 million and $4.0 million for the three months ended September 30, 2016 and September 30, 2015, respectively, and $32.6 million and $11.7 million for the nine months ended September 30, 2016 and September 30, 2015, respectively. Total future amortization expense related to intangible assets subject to amortization at September 30, 2016 is set forth in the table below: ( in thousands Remaining 2016 $ 12,851 2017 48,217 2018 46,122 2019 44,438 2020 43,982 2021 42,063 Thereafter through 2027 66,255 Total future amortization expense $ 303,928 |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2016 | |
Business Combination Description [Abstract] | |
Business Combinations | 5. Business Combinations The Company recognizes the assets acquired, liabilities assumed, and any non-controlling interest at fair value at the date of acquisition. Certain acquisitions contained contingent consideration arrangements that required the Company to assess the acquisition date fair value of the contingent consideration liabilities, which was recorded as part of the purchase consideration of the acquisition with subsequent fair value adjustments to the contingent consideration recorded in the Consolidated Statements of Operations commensurate with the nature of the contingent consideration. Acquisition of Ellipse Technologies, Inc. On February 11 NSO designs and sells expandable growing rod implant systems that can be non-invasively lengthened following implantation with precise, incremental adjustments via an external remote controller using magnetic technology called MAGnetic External Control, or MAGEC. The technology platform provides the basis of NSO’s core product offerings, including MAGEC-EOS, which allows for the minimally invasive treatment of early-onset and adolescent scoliosis, as well as the PRECICE limb lengthening system, which allows for the correction of long bone limb length discrepancy, as well as enhanced bone healing in patients that have experienced traumatic injury. The Company applied certain assumptions and findings in the valuation outcome for the assets acquired and liabilities assumed, for which the allocation of the purchase price is based on their fair values, as follows: ( in thousands Cash paid for purchase $ 381,579 Accounts receivable 7,148 Inventory 22,451 Other current assets 1,855 Property, plant and equipment, net 6,725 Definite-lived intangible assets: Developed technology 133,900 Customer relationships 33,200 Trade names 16,200 Goodwill 242,805 Deferred tax assets 17,694 Other assets 1,868 Contingent consideration liability 18,800 Deferred tax liabilities 75,999 Other liabilities assumed 7,468 $ 381,579 Goodwill recognized in this transaction is not deductible for income tax purposes. Goodwill largely consists of expected revenue synergies resulting from the combination of product portfolios, cost synergies related to elimination of redundant facilities, functions and staffing; use of the Company’s existing commercial infrastructure to expand sales of NSO’s products; In connection with the acquisition, a contingent liability of $18.8 million was recorded as of March 31, 2016 for the potential revenue-based milestone payment. The liability was fair valued using the Monte Carlo simulation based on specific revenue achievement scenarios and discount factors. Changes in fair value of the liability over the measurement period are recorded in the results of operations in the Consolidated Statements of Operations. The fair value of the liability at September 30, 2016 was $21.6 million and recorded in current liabilities in the Consolidated Balance Sheet. Acquisition costs of $4.0 million were recognized as selling, marketing and administrative expenses as incurred. The Company’s results of operations included the operating results of NSO, since the date of acquisition, of $15.0 million and $35.8 million of revenue for the three and nine months ended September 30, 2016, respectively, and net income of $0.9 million and $0.1 million for the three and nine months ended September 30, 2016, respectively, in the Unaudited Consolidated Statement of Operations. The following table presents the unaudited pro forma results for the three and nine months ended September 30, 2016 and September 30, 2015. The unaudited pro forma financial information combines the results of operations of NuVasive and Ellipse Technologies as though the companies had been combined as of January 1, 2015, and the pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at such times. The unaudited pro forma results presented include non-recurring adjustments directly attributable to the business combination, some of which are presented in the comparable period results instead of the current period by nature of such adjustments. The adjustments for amortization charges for acquired intangible assets were $6.5 million and $19.5 million for the three and nine months ended September 30, 2015, respectively The adjustments to cost of sales for increased fair value of acquired inventory of $(14.7) million and $14.7 million for the nine months ended 30, 2016 and were only applicable to the acquisition related expenses. All periods presented include immaterial adjustments to revenue for deferred revenue adjustments, Three Months Ended September 30, Nine Months Ended September 30, ( in thousands, except per share amounts 2016 2015 2016 2015 Revenues $ 239,708 $ 212,821 $ 697,010 $ 628,241 Net income attributable to NuVasive, Inc. 6,982 7,176 31,444 27,901 Net income per share attributable to NuVasive, Inc.: Basic $ 0.14 $ 0.15 $ 0.63 $ 0.58 Diluted $ 0.13 $ 0.13 $ 0.59 $ 0.53 Other Acquisitions On July 1 BNN Holdings Corp., through its subsidiaries and affiliates, owns and operates Biotronic NeuroNetwork, a patient-centric healthcare organization that provides intraoperative neurophysiological monitoring services to surgeons and healthcare facilities across the U.S. The Company combined the service offerings of Biotronic NeuroNetwork with its Impulse Monitoring, Inc. business under the newly created division NuVasive Clinical Services (“NCS”). The Company has completed other acquisitions that were not considered material to the overall Unaudited Consolidated Financial Statements during the periods presented. These acquisitions have been included in the Unaudited Consolidated Financial Statements from the respective dates of acquisition. The Company does not believe that collectively the acquisitions made during the year, excluding NSO, are material to the overall financial statements. For certain acquisitions completed during the nine months ended September 2016, the Company is still in the process of finalizing the purchase price allocation given the timing of the acquisition and the size and scope of the assets and liabilities subject to valuation. While the Company does not expect material changes in the valuation outcome, certain assumptions and findings that were in place at the date of acquisition could result in changes in the purchase price allocation. The Company anticipates finalizing the purchase price allocation in the fourth quarter of 2016. Variable Interest Entities Progentix Orthobiology B.V. In 2009, the Company completed the purchase of 40% of the capital stock of Progentix In accordance with authoritative guidance, the Company has determined that Progentix is a variable interest entity (“VIE”), 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. Total assets and liabilities of Progentix included in the accompanying Consolidated Balance Sheets are as follows: ( in thousands September 30, 2016 December 31, 2015 Total current assets $ 346 $ 353 Identifiable intangible assets, net 11,437 13,048 Goodwill 12,654 12,654 Accounts payable and accrued expenses 481 574 Deferred tax liabilities, net 1,050 1,496 Non-controlling interests 5,998 7,309 The following is a reconciliation of equity (net assets) attributable to the non-controlling interests: Nine Months Ended September 30, ( in thousands 2016 2015 Non-controlling interests at beginning of period $ 7,309 $ 8,310 Less: Net loss attributable to the non-controlling interests 1,311 601 Non-controlling interests at end of period $ 5,998 $ 7,709 Impulse Monitoring, Inc. and Physician Practices The Company maintains contractual relationships with several physician practices (“PCs”) which were inherited through the 2011 acquisition of Impulse Monitoring, Inc. and the 2016 acquisition of BNN Holdings Corp. In accordance with authoritative guidance, the Company has determined that the PCs are VIEs and the therefore, the accompanying Consolidated Financial Statements include the accounts of the PCs from the date of acquisition. During the periods presented, the result of PCs was immaterial to the Company’s financials. 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. |
Indebtedness
Indebtedness | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Indebtedness | 6. Indebtedness The carrying values of the Company’s Senior Convertible Notes are as follows: ( in thousands September 30, 2016 December 31, 2015 2.75% Senior Convertible Notes due 2017: Principal amount $ 125,732 $ 402,500 Unamortized debt discount (4,172 ) (25,958 ) Unamortized debt issuance costs (585 ) (3,622 ) 120,975 372,920 2.25% Senior Convertible Notes due 2021: Principal amount 650,000 — Unamortized debt discount (76,554 ) — Unamortized debt issuance costs (13,496 ) — 559,950 — Total Senior Convertible Notes $ 680,925 $ 372,920 Less Current Portion: (120,975 ) — Long-term Senior Convertible Notes $ 559,950 $ 372,920 2.25% Senior Convertible Notes due 2021 In March 2016, the Company issued $650.0 million principal amount of unsecured Senior Convertible Notes with a stated interest rate of 2.25% and a maturity date of March 15, 2021 (the "2021 Notes"). The net proceeds from the offering, after deducting initial purchasers' discounts and costs directly related to the offering, were approximately $634.1 million. The 2021 Notes may be settled in cash, stock, or a combination thereof, solely at the Company's discretion. It is the Company's current intent and policy to settle all conversions through combination settlement, which involves satisfying the principal amount outstanding with cash and any note conversion value over the principal amount in shares of the Company's common stock. The initial conversion rate of the 2021 Notes is 16.7158 shares per $1,000 principal amount, which is equivalent to a conversion price of approximately $59.82 per share, subject to adjustments. The Company uses the treasury share method for assumed conversion of the 2021 Notes to compute the weighted average shares of common stock outstanding for diluted earnings per share. The Company also entered into transactions for convertible note hedge (the "2021 Hedge") and warrants (the "2021 Warrants") concurrently with the issuance of the 2021 Notes. The cash conversion feature of the 2021 Notes required bifurcation from the Notes and was initially accounted for as an equity instrument classified to stockholders’ equity, which resulted in recognizing $84.8 million in additional paid-in-capital during 2016. The interest expense recognized on the 2021 Notes during the three months ended September 30, 2016 September Prior to September 15, 2020, holders may convert their 2021 Notes only under the following conditions: (a) during any calendar quarter beginning June 30, 2016, if the reported sale price of the Company's common stock for at least 20 days out 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 2021 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 2021 Notes. From September 15, 2020 and until the close of business on the second scheduled trading day immediately preceding March 15, 2021, holders may convert their 2021 Notes at any time (regardless of the foregoing circumstances). The Company may not redeem the 2021 Notes prior to March 20, 2019. The Company may redeem the 2021 Notes, at its option, in whole or in part on or after March 20, 2019 until the close of business on the business day immediately preceding September 15, 2020 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company delivers written notice of a redemption. The redemption price will be equal to 100% of the principal amount of such 2021 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date 2021 Hedge In connection with the offering of the 2021 Notes, the Company entered into the hedge transaction with the initial purchasers and/or their affiliates (the "2021 Counterparties") entitling the Company to purchase up to 10,865,270 shares of the Company's common stock at an initial stock price of $59.82 per share, each of which is subject to adjustment. The cost of the 2021 Hedge was $111.2 million and accounted for as an equity instrument by recognizing $111.2 million in additional paid-in-capital during 2016. The 2021 Hedge will expire on March 15, 2021. The 2021 Hedge is expected to reduce the potential equity dilution upon conversion of the 2021 Notes if the daily volume-weighted average price per share of the Company's common stock exceeds the strike price of the 2021 Hedge. An assumed exercise of the 2021 Hedge by the Company is considered anti-dilutive since the effect of the inclusion would always be anti-dilutive with respect to the calculation of diluted earnings per share. 2021 Warrants The Company sold warrants to the 2021 Counterparties to acquire up to 10,865,270 shares of the Company’s common stock. The 2021 Warrants will expire on various dates from June 2021 through December 2021 and may be settled in cash or net shares. It is the Company's current intent and policy to settle all conversions in shares of the Company’s common stock. The Company received $44.9 million in cash proceeds from the sale of the 2021 Warrants, which was recorded in additional paid-in-capital. The 2021 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 exceeds the strike price of the 2021 Warrants, which is $80.00 per share. The Company uses the treasury share method for assumed conversion of its 2021 Warrants to compute the weighted average common shares outstanding for diluted earnings per share. 2.75% Senior Convertible Notes due 2017 In June 2011, the Company issued $402.5 million 2.75% July 1, 2017 $359.2 million 23.7344 $1,000 $42.13 The cash conversion feature of the 2017 Notes required bifurcation from the Notes and was initially accounted for as a derivative liability and debt discount of $88.9 million upon issuance of the Notes without authorization of issuing additional common stocks for the conversion. Upon obtaining stockholder approval for the additional authorized shares of the Company’s common stock, the derivative liability was reclassified to stockholders’ equity, which resulted in recognizing cumulatively $39.5 million in other income for change in fair value measurement and $49.4 million in additional paid-in-capital during 2011. The interest expense recognized on the 2017 Notes during the three months September 30, 2016 The interest expense recognized on the 2017 Notes during the nine months ended September 30, 2016 includes $4.2 million, $6.3 million and $0.9 million for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively. During the three months ended September 30, 2015, interest expense recognized on the 2017 Notes includes $2.8 million, $4.0 million and $0.5 million for the contractual coupon interest, the accretion of the debt discount, and the amortization of the debt issuance costs, respectively. September Prior to January 1, 2017, holders may convert their 2017 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 30 130% five 98% 2017 Hedge In connection with the offering of the 2017 Notes, the Company entered into the 2017 Hedge with the initial purchasers and/or their affiliates (the “2017 Counterparties”) entitling the Company to purchase up to 9,553,096 $42.13 $80.1 million and accounted for as derivative assets upon issuance of the 2017 Notes additional paid-in-capital effect of inclusion would always be anti-dilutive with respect to the calculation of diluted earnings per share. 2017 Warrants The Company sold warrants to the 2017 Counterparties to acquire up to 477,654 $988.51 20 $47.9 million additional paid-in-capital Repurchases of Senior Convertible Notes due 2017 In March 2016, the Company used approximately $345.2 million of the net proceeds from the 2021 Notes offering to repurchase approximately $276.8 million principal amount outstanding of the $402.5 million principal Senior Convertible Notes due 2017, the associated conversion feature of the repurchased notes (which is recorded in additional paid-in capital), and the accrued interest on the repurchased notes. As a result of this repurchase, the Company recorded a loss in other expense on the accompanying Consolidated Statements of Operations for the nine months ended September The Company intends to use the remainder of the net proceeds from the 2021 Notes offering for general corporate purposes. Revolving Senior Credit Facility In February 2016, the Company entered into a Credit Agreement (the “Credit Agreement”) for a revolving senior credit facility (the “Facility”) that provides for secured revolving loans, multicurrency loan options and letters of credit in an aggregate amount of up to $150.0 million. The Credit Agreement also contains an expansion feature, which allows the Company to increase the aggregate principal amount of the Facility provided the Company remains in compliance with the underlying financial covenants. The Facility matures February 8, 2021, and includes a sub-limit of $15.0 million for letters of credit and a sub-limit of $5.0 million for swing line loans. All assets of the Company and its material domestic subsidiaries are pledged as collateral under the Facility (subject to customary exceptions) pursuant to the term set forth in the Security and Pledge Agreement (the “Security Agreement”) executed in favor of the administrative agent by the Company. Each of the Company’s material domestic subsidiaries guarantees the Facility. Borrowings under the Facility are used by us to provide financing for working capital and other general corporate purposes, including potential mergers and acquisitions. Loans under the Facility bear interest, at the option of the Company, at either LIBOR (determined in accordance with the Credit Agreement) plus an applicable margin ranging from 1.00 % - 2.00 % per annum subject to Company’s applicable consolidated leverage ratio or the Base Rate (determined in accordance with the Credit Agreement), plus an applicable margin ranging from 0.0% - 1.25% per annum subject to Company’s applicable consolidated leverage ratio. The Facility has a commitment fee, which accrues at a rate of 0.2% - 0.4% per annum (determined in accordance with the Credit Agreement) based on the Company’s current leverage ratio. The Credit Agreement contains affirmative, negative and financial covenants, and events of default customary for financings of this type. The financial covenants require the Company to maintain ratios of consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) in relation to consolidated interest expense and consolidated debt, respectively, as defined in the Credit Agreement, at varying scales throughout the life of the Credit Agreement. The Facility grants the lenders preferred first priority liens and security interests in capital stock, intercompany debt and all of the present and future property and assets of the Company and each guarantor. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 7. Stock-Based Compensation The compensation cost that has been included in the Consolidated Statements of Operations for all stock-based compensation arrangements was as follows: Three Months Ended September 30, Nine Months Ended September 30, ( in thousands 2016 2015 2016 2015 Sales, marketing and administrative expense $ 6,826 $ 6,725 $ 18,672 $ 19,448 Research and development expense 399 288 805 920 Cost of goods sold 63 64 168 202 Stock-based compensation expense before taxes 7,288 7,077 19,645 20,570 Related income tax benefits (2,915 ) (2,831 ) (7,858 ) (8,228 ) Stock-based compensation expense, net of taxes $ 4,373 $ 4,246 $ 11,787 $ 12,342 At September 30, 2016, there was $55.1 million of unamortized compensation expense for restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”) to be recognized over a weighted average period of 2.4 years. Stock Options and Purchase Rights The weighted average assumptions used to estimate the fair value of stock purchase rights under the employee stock purchase plan (“ESPP”) are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 ESPP Volatility 30 % 40 % 31 % 43 % Expected term (years) 0.5 1.3 0.5 1.3 Risk free interest rate 0.4 % 0.2 % 0.3 % 0.2 % Expected dividend yield — % — % — % — % Under the terms of the ESPP, shareowners 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 the Company’s common stock for a purchase price equal to 85% of the lower of the fair market value per share (at closing) of the Company’s common stock on (i) the commencement date of the two-year or six-month offering period (depending on the purchase period enrolled), or (ii) the respective purchase date. The Company has not granted any options since 2011. The Company issued approximately 0.1 million and 1.5 million shares of common stock, before net share settlement, upon the exercise of outstanding stock options during the three and nine months ended September 30, 2016, respectively, and issued approximately 3.3 million shares of common stock upon the exercise of outstanding stock options during the year ended December 31, 2015. Restricted Stock Units The Company issued approximately 0.1 million and 0.8 million shares of common stock, before net share settlement, upon vesting of RSUs (including PRSUs) during the three and nine months ended September 30, 2016, respectively, and issued approximately 1.4 million shares of common stock in settlement of RSUs (including PRSUs) upon their vesting during the year ended December 31, 2015. Assumed Equity Incentive Plan In connection with the acquisition of Ellipse Technologies in February 2016 (see Note 5 to the Unaudited Consolidated Financial Statements), the Company assumed the Ellipse Technologies, Inc. 2015 Incentive Award Plan and the shares thereunder, subject to an equity exchange adjustment, for future awards by the Company. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Income taxes are determined using an estimated annual effective tax rate applied against income, and then adjusted for the tax impacts of certain significant and discrete items. For the nine months ended September 30, 2016, the Company treated the tax impact of the following as discrete events for which the tax effect was recognized separately from the application of the annual effective tax rate: tax benefits related to excess share-based payment in income tax expense resulting from the adoption of ASU 2016-09 as of January 1, 2016, changes to the beginning of the year valuation allowances and certain unrecognized tax benefits. See Note 1 to the Unaudited Consolidated Financial Statements for further discussion on the adoption of ASU 2016-09. The Company’s effective tax rate recorded for the nine months ended September 30, 2016 was 37%. In accordance with the disclosure requirements as described in ASC Topic 740, Income Taxes, the Company has classified unrecognized tax benefits as non-current income tax liabilities, or a reduction in deferred tax assets, unless expected to be paid within one year. The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had an increase in gross unrecognized tax benefits of approximately $7.3 million during the nine months ended September 30, 2016, primarily related to research and development credits and costs incurred in the acquisition and integration of acquired entities. The Company does not anticipate there will be a significant change in unrecognized tax benefits within the next 12 months. The Company is subject to routine compliance reviews on various tax matters around the world in the ordinary course of business. Currently, income tax audits are being conducted in the state of New York and the state of Louisiana. U.S. and most foreign jurisdictions remain subject to examination in all years due to prior year net operating losses and R&D credits. |
Business Segment, Product, and
Business Segment, Product, and Geographic Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Business Segment, Product and Geographic Information | 9. Business Segment, Product and Geographic Information The Company operates in one segment based upon the Company’s organizational structure, the way in which the operations are managed and evaluated by the chief operating decision maker and the lack of availability of discrete financial information. The Company operates under two distinct product lines; spinal hardware and surgical support. The Company’s spinal hardware product line offerings include implants and fixation products, and following the acquisition of Ellipse Technologies, also include the MAGEC- EOS spinal bracing and lengthening system and the PRECICE limb lengthening system. The Company’s surgical support product offerings include IOM services, disposables and biologics, all of which are used to aid spinal surgery. Revenue by product line was as follows: Three Months Ended September 30, Nine Months Ended September 30, ( in thousands 2016 2015 2016 2015 Spinal Hardware $ 162,831 $ 138,948 $ 486,030 $ 410,225 Surgical Support 76,818 61,590 204,933 185,606 Total Revenue $ 239,649 $ 200,538 $ 690,963 $ 595,831 Revenue and property and equipment, net, by geographic area were as follows: Revenue Property and Equipment, Net Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, ( in thousands 2016 2015 2016 2015 2016 2015 United States $ 208,281 $ 176,371 $ 597,230 $ 524,320 $ 145,359 $ 113,037 International (excludes Puerto Rico) 31,368 24,167 93,733 71,511 34,554 28,404 Total $ 239,649 $ 200,538 $ 690,963 $ 595,831 $ 179,913 $ 141,441 |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | 10. Commitments Licensing and Purchasing Agreements As of September 30, 2016, the Company has obligations under certain consultancy arrangements to pay up to approximately $18.6 million in the aggregate in the event that specified revenue-based milestones are achieved prior to 2024. Any such payment will be made in a combination of cash and the Company’s common shares as provided in the agreements. Any payments in satisfaction of theses contingent obligations are considered a cost of goods sold and are recognized as and if milestones are achieved. These agreements expire on various dates through 2024. Executive Severance Plans The Company has employment contracts with key executives and maintains severance plans that provide for the payment of severance and other benefits if terminated for reasons other than cause, as defined in those agreements and plans. Certain agreements call for payments that are based on historical compensation, accordingly, the amount of the contractual commitment will change over time commensurate with the executive’s applicable earnings. At September 30, 2016, future commitments for such key executives were approximately $26.2 million. In certain circumstances, the agreements call for the acceleration of equity vesting. Those figures are not reflected in the above information. Leasing Commitments Assumed in Business Combinations In connection with the acquisition of Ellipse Technologies in February 2016, (see Note 5 to the Unaudited Consolidated Financial Statements for further information regarding the acquisition) the Company assumed the operating leases to its office facilities. The leases were determined to be of similar terms that would be expected to be provided to the Company had it entered into the leasing agreements independently. In connection with the operating leases, the Company acquired the security deposits recorded and maintained as restricted cash which total $1.5 million as of September 30, 2016. As of September 30, 2016, the Company’s future lease payment commitments associated with the assumed operating leases total $6.6 million through the terms of the leases. The terms of the leases assumed extend through 2020, and g enerally provide for periodic rent increases. 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 Unaudited Consolidated Balance Sheets. Additionally, the Company assumed leasing commitments in its other business combinations for which the business combinations and assumed leasing commitments i considered material |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Contingencies [Abstract] | |
Contingencies | 11. Contingencies The Company is subject to potential liabilities under government regulations and various claims and legal actions that are pending or may be asserted from time-to-time. These matters arise in the ordinary course and conduct of the Company’s business and include, for example, commercial, intellectual property, environmental, securities and employment matters. The Company intends to continue to defend itself vigorously in such matters. Furthermore, the Company regularly assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements. During the nine months ended September 30, 2016, the Company agreed to settle its ongoing litigation with Medtronic. As a result of the settlement, the Company paid $45.0 million to Medtronic and accordingly recorded a gain of $43.3 million related to the settlement by reducing its previous accrual of $88.3 million related to the matter. In the first quarter of 2015 and during the nine months ended September 30, 2015, the Company had a gain of $56.4 million related to a litigation accrual change resulting from the legal proceedings in Phase 1 of the Medtronic litigation whereby the damages award by the jury was overturned, and a gain of $2.8 million in litigation accrual change related to settlement of the NeuroVision trademark litigation. This amount was offset by a litigation charge of $13.8 million related to the Office of the Inspector General of the U.S. Department of Health and Human Services (“OIG”) investigation and a $3.3 million litigation charge in a general litigation matter. Refer to both the subsequent sections herein titled “Legal Proceedings” and to Note 12 to the Unaudited Consolidated Financial Statements for further information. An estimated loss contingency is accrued in the Company’s financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on the Company’s assessment, it has adequately accrued an amount for contingent liabilities currently in existence. The Company does not accrue amounts for liabilities that it does not believe are probable or that it considers immaterial to its overall financial position. Litigation is inherently unpredictable, and unfavorable resolutions could occur. As a result, assessing contingencies is highly subjective and requires judgment about future events. The amount of ultimate loss may exceed the Company’s current accruals, and it is possible that its cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies. 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 a patent infringement lawsuit against the Company in the United States District Court for the Southern District of California (the “Medtronic Litigation”), alleging that certain of the Company’s products or methods, including the XLIF ® twelve Three nine The case was administratively broken into several phases. The first phase (“Phase 1”) of the case included three one three one $101.2 million Both parties filed appeals to the U.S. Court of Appeals for the Federal Circuit. On March 2, 2015, the Court of Appeals issued a decision upholding the jury’s findings of liability as to all patents, but overturning the damage award against the Company as improper (“March 2 nd As a result of the affirmation of the infringement and remand for a new trial on damages, the Company assessed the existing liability under the loss contingency framework and – in accordance with applicable accounting guidance – believed the most appropriate accrual estimate within the possible range dictated by such guidance was $87.6 million. This amount represents liability for the infringement of the two Medtronic patents for infringing products at historically supplied rates from the date of infringement to the current period. The liability did not include an accrual for lost profits or convoyed products. A liability associated with this matter has been recorded in non-current litigation liabilities. In prior periods, the Company recorded the respective liabilities (as estimated) in non-current litigation liabilities and the accrued royalties in accrued liabilities. The Company did not agree with the previously-ruled royalty rates, and intended to rigorously pursue appropriate rates during the new trial on damages. Nonetheless, in the interim, the Company applied the previously-ruled royalty rates when calculating the appropriate estimate. As a result of the adjustment, the Company recorded an adjustment of $56.4 million as a gain in its Consolidated Statements of Operations during the first quarter 2015. On March 19, 2012, in connection with these proceedings, the Company entered into an escrow arrangement and transferred $113.3 million nd 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 $7.9 million nd nd With respect to the favorable verdict delivered regarding the one Company patent litigated to verdict, the jury awarded the Company monetary damages of approximately $0.7 million $0.7 million The second phase of the case involved one Medtronic cervical plate patent. On April 25, 2013, the Company and Medtronic entered into a settlement agreement fully resolving the second phase of the case (“2013 Settlement”). The settlement also removed from the case the cervical plate patent that was part of the first phase. As part of the settlement, the Company 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 cervical plate 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, the Company made a one-time payment to Medtronic of $7.5 million. In August 2012, Medtronic filed additional patent claims in the U.S. District Court for the Northern District of Indiana alleging that various Company spinal implants (including its CoRoent XL family of spinal implants) infringe Medtronic’s U.S. Patent No. 8,021,430, that the Company’s Osteocel Plus bone graft product infringes Medtronic’s U.S. Patent No. 5,676,146, (“146 Patent”) and that the Company’s XLIF procedure and use of MaXcess IV retractor during the XLIF procedure infringe methodology claims of Medtronic’s U.S. Patent No. 8,251,997. The case, which is referred to herein as the third phase of the Medtronic litigation, was later transferred to the Southern District of California, and, on March 7, 2013, the Company counterclaimed alleging infringement by Medtronic of the Company’s U.S. Patent Nos. 8,000,782 (systems and related methods for performing surgical procedures), 8,005,535 (systems and related methods for performing surgical procedures), 8,016,767 (a surgical access system including a tissue distraction assembly and a tissue retraction assembly), 8,192,356 (a system for accessing a surgical target site and related methods, involving an initial distraction system, among other things), 8,187,334 (spinal fusion implant), 8,361,156 (spinal fusion implant), D652,922 (dilator design) (“922 Patent”), and D666,294 (dilator design). On July 25, 2013, Medtronic amended its complaint to add a charge of infringement of its U.S. Patent No. 8,444,696. The District Court stayed litigation of a number of Medtronic and Company patents subjected to reexamination or review proceedings conducted by the Patent Office. Both parties brought motions for summary judgment addressing the patents that were not stayed or dismissed in the litigation, and summary judgment of non-infringement was granted as to both remaining patents on October 20, 2015 and February 17, 2016, respectively. No other patent claims are active in the third phase of the case. Before September 30, 2016, the probable outcome of this litigation could not be determined, nor could the Company estimate a range of potential loss. In accordance with the authoritative guidance on the evaluation of loss contingencies, the Company did not record an accrual related to this litigation. On July 13, 2016, the Company entered into a settlement and patent license agreement (the “Settlement Agreement”) with Medtronic to settle the Medtronic Litigation. Under the terms of the Settlement Agreement, the Company paid Medtronic $45.0 million, and the parties released each other from, inter alia, any and all past patent infringement arising from the Medtronic Litigation. As a result, the Company adjusted its litigation accrual from $88.3 million to $45.0 million and recorded a $43.3 million gain in the Consolidated Statement of Operations for the nine months ended 30, 2016. Trademark Infringement Litigation On September 25, 2009, Neurovision Medical Products, Inc. (“NMP”) filed suit against the Company in the U.S. District Court for the Central District of California (Case No. 2:09-cv-06988-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. The matter was tried in October 2010 and an unfavorable jury verdict was delivered against the Company. The verdict awarded damages to NMP of $60.0 million, and the Company appealed the judgment. The Court of Appeals reversed and vacated the judgment, and a new trial was conducted in the District Court. In April 2014, a jury returned a verdict in favor of NMP on its claims against the Company in the amount of $30.0 million. The District Court also entered an order canceling the Company’s NeuroVision trademark registrations. In July 2015, the Company agreed to settle all outstanding matters with NMP for $27.2 million. The Company adjusted its litigation accrual from $30.0 million to $27.2 million at June 30, 2015, which resulted in a $2.8 million gain which was recorded in the Consolidated Statement of Operations during the three months ended June 30, 2015. The Company previously escrowed funds totaling $32.5 million to secure the amount of judgment, and cover potential attorney’s fees and costs. Those funds accrued interest and were included in short-term restricted cash and investments in the Consolidated Balance Sheets until funding of the settlement which occurred during the three months ended September 30, 2015. The Company no longer has any remaining liability or restricted cash related to this matter. Securities Litigation On August 28, 2013, a purported securities class action lawsuit was filed in the U.S. District Court for the Southern District of California naming the Company 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 operative 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. On February 13, 2014, Brad Mauss, the lead plaintiff in the case (“Plaintiff”), filed an Amended Class Action Complaint for Violations of the Federal Securities Laws. The District Court granted the Company’s motion to dismiss the Amended Complaint and ordered Plaintiff to amend the complaint. Plaintiff filed a Second Amended Complaint on September 8, 2014, and the District Court once again granted the Company’s motion to dismiss the complaint with leave to amend. On December 23, 2014, Plaintiff filed a Third Amended Complaint. The Company filed a motion to dismiss, and while the Company’s motion was pending, Plaintiff sought leave to file a Fourth Amended Complaint. The Company moved to dismiss the Fourth Amended Complaint. On August 28, 2015, the District Court issued an order granting the Company’s motion to dismiss the Fourth Amended Complaint with leave to amend. On September 11, 2015, Plaintiff filed a Fifth Amended Complaint, and in July 2016, the District Court issued an order rejecting the Company’s motion to dismiss the Fifth Amended Complaint. The Company answered the Fifth Amended Complaint on August 25, 2016 and discovery is proceeding. Trial has been set for December 18, 2017. At September 30, 2016, 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. Shareholder Derivative Litigation On September 28, 2016, a shareholder derivative complaint was filed by James Borta in the Superior Court of California for the County of San Diego naming certain of the Company’s current and former executive officers and directors for allegedly breaching their fiduciary duties by, among other things, making allegedly false and misleading statements about the Company’s business, operations, and prospects. The derivative complaint is based upon the same factual allegations as the securities class action litigation and names the Company as a nominal defendant. The defendants have not yet responded to the complaint. At September 30, 2016, 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. Madsen Medical, Inc. Litigation On February 22, 2016, an unfavorable jury verdict was delivered against the Company in its litigation in the U.S. District Court for the Southern District of California against Madsen Medical, Inc. (“MMI”), a former sales agent. Specifically, the jury awarded MMI $7.5 million in lost profits for tortious interference, $14.0 million for unjust enrichment, $20.0 million in punitive damages, and approximately $0.3 million in damages for breach of contract. he trial court entered judgment in favor of MMI in the amount of $27.8 million, which amount excluded the $14.0 million disgorgement awarded by the jury. On July 5, 2016, the trial court also awarded MMI attorney’s fees and costs of approximately $1.1 million. The Company’s post-trial motions for judgment as a matter of law and/or for a new trial were denied, and the Company has filed a notice of appeal of both the verdict and the court’s subsequent award of attorney’s fees and costs. During pendency of any appeals, the Company has secured a bond to cover the amount of the judgment and attorneys’ fees and costs. Historically the Company had believed the likelihood of a loss in this case was remote given the underlying facts of the case, however, during the quarter ended March 31, 2016, the judgment entered caused the Company to reassess its position. The Company, based on its own assessment as well as that of outside counsel, believes that upon either post-trial motions or appeal the judgment will be vacated and have deemed it probable that is the outcome. The Company continues to believe that the judgment will be vacated, and accordingly, at 30, 2016, the Company believes that the outcome of the case does not constitute a probable nor an estimable loss associated with the litigation but rather a reasonably possible loss rather than a remote loss as historically contemplated. Therefore, the Company has not recorded a loss contingency but has assessed a reasonable range of potential loss, which would be from zero to the current amount entered as a judgment, as well as attorney’s fees and interest, in accordance with the accounting guidance required by ASC 450, Contingencies. |
Regulatory Matters
Regulatory Matters | 9 Months Ended |
Sep. 30, 2016 | |
Regulatory Matter [Abstract] | |
Regulatory Matters | 12. Regulatory Matters In 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 sought discovery of documents for the period January 2007 through April 2013. In July 2015, the Company entered into a definitive settlement agreement. Under the terms of the agreement, the Company paid $13.5 million plus fees and accrued interest of approximately $0.3 million to resolve this matter. The settlement was not an admission of liability or wrongdoing by the Company, and the Company was not required to enter into a corporate integrity agreement with the OIG as part of the settlement. In accordance with the authoritative guidance on the evaluation of loss contingencies, the Company recorded a $13.8 million litigation charge related to this matter, which was included in the Consolidated Statements of Operations and funded during the nine months ended September 30, 2015. On August 31, 2015, the Company received a civil investigative demand (“CID”) issued by the DOJ pursuant to the federal False Claims Act. The CID requires the delivery of a wide range of documents and information related to an investigation by the DOJ concerning allegations that the Company assisted a physician group customer in submitting improper claims for reimbursement and made improper payments to the physician group in violation of the Anti-Kickback Statute. The Company is cooperating with the DOJ. No assurance can be given as to the timing or outcome of this investigation. At September 30, 2016, the probable outcome of this matter 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 matter. |
Description of Business and B19
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
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’s principal product offering includes a minimally-disruptive surgical platform called Maximum Access Surgery, or MAS. 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 safe and reproducible outcomes for the surgeon and the patient. The platform includes the Company’s proprietary software-driven nerve detection and avoidance systems and Intraoperative Monitoring (“IOM”) services and support; MaXcess, an integrated split-blade retractor system; and a wide variety of specialized implants and biologics. The Company also recently launched Integrated Global Alignment (“iGA”), in which products and computer assisted technology under the MAS platform help achieve more precise spinal alignment. The individual components of the MAS platform, and many of the Company’s products, can also be used in open or traditional spine surgery. The Company continues to focus 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 that 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. The Company sells MAS instrument sets, MaXcess and nerve monitoring systems to hospitals, however, such sales are immaterial to the Company’s results of operations. On February 11, 2016, the Company acquired Ellipse Technologies, Inc. (“Ellipse Technologies”), which now operates as a wholly owned subsidiary under the renamed legal entity NuVasive Specialized Orthopedics, Inc. (“NSO”). NSO designs and sells expandable growing rod implant systems that can be non-invasively lengthened following implantation with precise, incremental adjustments via an external remote controller using magnetic technology called MAGnetic External Control, or MAGEC. The technology platform provides the basis of NSO’s core product offerings, including MAGEC-EOS, which allows for the minimally invasive treatment of early-onset and adolescent scoliosis, as well as the PRECICE limb lengthening system, which allows for the correction of long bone limb length discrepancy, as well as enhanced bone healing in patients that have experienced traumatic injury. On July 1, 2016, the Company acquired BNN Holdings Corp., which through its subsidiaries and affiliates, owns and operates Biotronic NeuroNetwork, a patient-centric healthcare organization that provides intraoperative neurophysiological monitoring services to surgeons and healthcare facilities across the U.S. Biotronic NeuroNetwork with its Impulse Monitoring, Inc. business under the newly created division NuVasive Clinical Services (“NCS”). The Company intends to continue development on a wide variety of projects intended to broaden surgical applications for greater procedural integration of its MAS techniques and additional applications of the MAGEC technology. Such applications include tumor, trauma, and deformity, as well as increased fixation options and sagittal alignment products. The Company also expects to continue expanding its other product and services offerings as it executes on its strategy to offer customers an end-to-end, integrated procedural solution for spine surgery. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying Unaudited Consolidated Financial Statements include the accounts of the Company and its majority-owned or controlled subsidiaries, collectively referred to as either NuVasive or the Company. The Company translates the financial statements of its foreign subsidiaries using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. When there is a portion of equity in an acquired subsidiary not attributable, directly or indirectly, to the respective parent entity, the Company records the fair value of the non-controlling interests at the acquisition date and classifies the amounts attributable to non-controlling interests separately in equity in the Company's consolidated financial statements. Any subsequent changes in a parent's ownership interest while the parent retains its controlling financial interest in its subsidiary are accounted for as equity transactions. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying Unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Pursuant to these rules and regulations, the Company has condensed or omitted certain information and footnote disclosures it normally includes in its annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for any other interim period or for the full year. These Unaudited Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K filed with the SEC. In the opinion of management, the Unaudited Consolidated Financial Statements include all adjustments that are of a normal and recurring nature that are necessary for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. The Company has reclassified historically presented product line revenue to conform to the current period presentation. Both reclassifications have no impact on previously reported results of operations or financial position Recently Adopted Accounting Standards” below for information regarding historical financial information adjusted for a |
Change in Accounting Estimates | Change in Accounting Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Recently Adopted Accounting Standards | Recent Accounting Pronouncements Not Yet Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2014-09, Revenue from Contracts with Customers In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases, In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments Recently Adopted Accounting Standards In April 2014, the FASB issued Accounting Standards Update In March 2016, the FASB issued Accounting Standards Update 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), |
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 $5.9 million and $11.6 million at September 30, 2016 and December 31, 2015, respectively. |
Business Transition Costs | Business Transition Costs The Company incurs certain costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs and other costs directly associated with such activities. The Company incurred $3.5 million and $11.5 million of business transition costs during the three and nine months ended September 30, 2016, respectively, primarily related to acquisition and integration activities. During the three and nine months ended September 30, 2015, the Company incurred $0.9 million and $10.8 million, respectively, of such costs, which included a $3.4 million charge associated with the resignation of the Company’s former Chief Executive Officer and Chairman of the Board, which occurred in the first quarter 2015. The $3.4 million charge includes certain severance and compensation-related charges, net of certain forfeitures of previously recognized equity-based compensation. Included in business transition costs were the restructuring and impairment charges associated with the Company’s exit of its New Jersey location and termination of the respective lease. The Company incurred charges of $0.5 million and $2.3 million associated with this activity during the nine months ended September 30, 2016 and September 30, 2015, respectively. As of September 30, 2016, the total recorded liability associated with this early lease termination was $2.9 million compared to $4.1 million at December 31, 2015. The liability consists of future rental payments through 2017. The current portion of the liability is recorded within accounts payable and accrued liabilities and the long-term portion is recorded within other long-term liabilities in the Consolidated Balance Sheets for the periods presented. |
Product Shipment Costs | Product Shipment Costs Product shipment costs, included in sales, marketing and administrative expense in the accompanying Consolidated Statements of Operations, were $5.7 million and $18.4 million for the three and nine months ended September 30, 2016, respectively, and $5.6 million and $15.8 million for the three and nine months ended September 30, 2015 respectively. The majority of the Company’s shipping costs are related to the loan of instrument sets, which are not sold as part of the Company’s core sales offering. Amounts billed to customers for shipping and handling of products are reflected in revenues and are not significant for any period presented. |
Litigation Liability Gain (Loss) | Litigation Liability Gain (Loss) During the nine months ended September 30, 2016, the Company agreed to settle its ongoing litigation with Medtronic. As a result of the settlement, the Company paid $45.0 million to Medtronic and accordingly recorded a gain of $43.3 million related to the settlement. During the nine months ended September 30, 2015, the Company recorded a litigation liability gain of $42.5 million resulting primarily from the recognition of a $56.4 million gain stemming from a favorable appeal in Phase 1 of the Medtronic litigation and a gain of $2.8 million in litigation accrual change related to the settlement of the NeuroVision trademark litigation, partially offset by litigation losses of $13.8 million in connection with the OIG investigation and $2.8 million in a general litigation matter. See Note 11 and Note 12 to the Unaudited Consolidated Financial Statements for further discussion. |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted income per share | The following table sets forth the computation of basic and diluted income per share attributable to the Company: Three Months Ended September 30, Nine Months Ended September 30, ( in thousands, except per share data 2016 2015 2016 2015 Numerator: Net income attributable to NuVasive, Inc. $ 3,926 $ 12,960 $ 30,771 $ 54,788 Denominator for basic and diluted net income per share: Weighted average common shares outstanding for basic 50,264 48,993 49,970 48,513 Dilutive potential common stock outstanding: Stock options and employee stock purchase plan 223 895 347 1,224 Restricted stock units 1,483 1,129 1,221 1,127 Warrants 2,141 417 986 139 Senior Convertible Notes 1,671 1,765 974 1,199 Weighted average common shares outstanding for diluted 55,782 53,199 53,498 52,202 Basic net income per share attributable to NuVasive, Inc. $ 0.08 $ 0.26 $ 0.62 $ 1.13 Diluted net income per share attributable to NuVasive, Inc. $ 0.07 $ 0.24 $ 0.58 $ 1.05 |
Anti-dilutive common stock equivalents not included in calculation of net income per diluted share | The following weighted-average outstanding common stock equivalents were not included in the calculation of net income per diluted share because their effects were anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, ( in thousands 2016 2015 2016 2015 Stock options, employee stock purchase plan, and restricted stock units 6 13 1,213 53 Warrants 10,865 — 14,050 6,369 Senior Convertible Notes — — 10,067 — Total 10,871 13 25,330 6,422 |
Financial Instruments and Fai21
Financial Instruments and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Composition of Marketable Securities | The composition of marketable securities is as follows: ( in thousands, except years Contractual Maturity (in years) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value September 30, 2016: Classified as current assets Corporate notes Less than 1 $ — — $ — $ — Commercial paper Less than 1 — — — — Securities of government-sponsored entities Less than 1 — — — — Short-term marketable securities — — — — Classified as non-current assets Securities of government-sponsored entities 1 to 2 — — — — Corporate notes 1 to 2 — — — — Long-term marketable securities — — — — Total marketable securities at September 30, 2016 $ — $ — $ — $ — December 31, 2015: Classified as current assets Certificates of deposit Less than 1 $ 6,615 $ — $ — $ 6,615 Corporate notes Less than 1 108,739 5 (173 ) 108,571 Commercial paper Less than 1 21,991 — — 21,991 Securities of government-sponsored entities Less than 1 28,284 — (38 ) 28,246 Short-term marketable securities 165,629 5 (211 ) 165,423 Classified as non-current assets Certificates of deposit 1 to 2 12,392 — — 12,392 Corporate notes 1 to 2 43,857 — (109 ) 43,748 Securities of government-sponsored entities 1 to 2 56,412 — (220 ) 56,192 Long-term marketable securities 112,661 — (329 ) 112,332 Total marketable securities at December 31, 2015 $ 278,290 $ 5 $ (540 ) $ 277,755 |
Schedule of Derivatives Not Designated as Cash Flow Hedges | The following table summarizes the fair values of derivative instruments at September 30, 2016 and December 31, 2015: Asset Derivatives Liability Derivatives Fair Value Fair Value Balance Sheet September 30, December 31, Balance Sheet September 30, December 31, ( in thousands Location 2016 2015 Location 2016 2015 Derivative instruments not designated as cash flow hedges Forward exchange contracts Other current assets $ — $ 46 Other current liabilities $ 26 — Total derivatives $ — $ 46 $ 26 — |
Schedule of Derivative Instruments Effect on Statements of Operations | The following table summarizes the effect of derivative instruments on the Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and September 30, 2015: Three Months Ended Three Months Ended September 30, 2016 September 30, 2015 Location of Amount of Location of Amount of (Gain)/Loss (Gain)/Loss (Gain)/Loss (Gain)/Loss Recognized in Recognized in Recognized in Recognized in ( in thousands Income Income Income Income Derivative instruments not designated as cash flow hedges Forward exchange contracts Other (income) expense $ 176 Other (income) expense $ 79 Total derivatives $ 176 $ 79 Nine Months Ended Nine Months Ended September 30, 2016 September 30, 2015 Location of Amount of Location of Amount of (Gain)/Loss (Gain)/Loss (Gain)/Loss (Gain)/Loss Recognized in Recognized in Recognized in Recognized in ( in thousands Income Income Income Income Derivative instruments not designated as cash flow hedges Forward exchange contracts Other (income) expense $ 344 Other (income) expense $ (1,585 ) Total derivatives $ 344 $ (1,585 ) |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The fair values of the Company’s assets and liabilities, including cash equivalents, marketable securities, restricted investments, derivatives, and contingent consideration liabilities are measured at fair value on a recurring basis, and are determined under the fair value categories in accordance with the authoritative guidance as follows: Quoted Price in Significant Other Significant Active Market Observable Inputs Unobservable ( in thousands Total (Level 1) (Level 2) Inputs (Level 3) September 30, 2016: Money market funds $ 86,557 $ 86,557 $ — $ — Corporate notes 5,505 — 5,505 — Commercial paper 59,938 — 59,938 — Total assets $ 152,000 $ 86,557 $ 65,443 $ — December 31, 2015: Money market funds $ 68,425 $ 68,425 $ — $ — Certificates of deposit 19,007 19,007 — — Corporate notes 152,319 — 152,319 — Commercial paper 21,991 — 21,991 — Securities of government-sponsored entities 115,929 — 115,929 — Total assets $ 377,671 $ 87,432 $ 290,239 $ — |
Fair Value Liabilities Measured on Recurring Basis Unobservable Input Reconciliation | 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): Nine Months Ended September 30, ( in thousands 2016 2015 Fair value measurement at beginning of period $ — $ 644 Contingent consideration liability recorded upon acquisition 63,442 — Change in fair value measurement 2,291 (36 ) Changes resulting from foreign currency fluctuations 209 — Contingent consideration paid or settled (582 ) (608 ) Fair value measurement at end of period $ 65,360 $ — |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | Goodwill and intangible assets consisted of the following: Weighted- Average Amortization ( in thousands, except years Period Gross Accumulated Intangible September 30, 2016: (in years) Amount Amortization Assets, net Intangible assets subject to amortization: Developed technology 8 $ 246,948 $ (58,589 ) $ 188,359 Manufacturing know-how and trade secrets 12 21,809 (14,460 ) 7,349 Trade name and trademarks 9 25,700 (7,205 ) 18,495 Customer relationships 9 125,722 (35,997 ) 89,725 Total intangible assets subject to amortization 9 $ 420,179 $ (116,251 ) $ 303,928 Intangible assets not subject to amortization: Goodwill $ 498,686 Total goodwill and intangible assets, net $ 802,614 Weighted- Average Amortization Period Gross Accumulated Intangible December 31, 2015: (in years) Amount Amortization Assets, net Intangible assets subject to amortization: Developed technology 9 $ 92,648 $ (37,382 ) $ 55,266 Manufacturing know-how and trade secrets 12 21,787 (13,296 ) 8,491 Trade name and trademarks 11 9,500 (5,068 ) 4,432 Customer relationships 8 44,752 (27,865 ) 16,887 Total intangible assets subject to amortization 10 $ 168,687 $ (83,611 ) $ 85,076 Intangible assets not subject to amortization: Goodwill $ 154,281 Total goodwill and intangible assets, net $ 239,357 |
Schedule of changes in the carrying value of goodwill | The following table summarizes the changes in the carrying value of the Company’s goodwill: ( in thousands December 31, 2015 Gross goodwill $ 162,581 Accumulated impairment loss (8,300 ) 154,281 Changes to gross goodwill Increases recorded in business combinations 343,620 Changes resulting from foreign currency fluctuations 785 344,405 September 30, 2016 Gross goodwill 506,986 Accumulated impairment loss (8,300 ) $ 498,686 |
Future amortization expense related to intangible assets | Total future amortization expense related to intangible assets subject to amortization at September 30, 2016 is set forth in the table below: ( in thousands Remaining 2016 $ 12,851 2017 48,217 2018 46,122 2019 44,438 2020 43,982 2021 42,063 Thereafter through 2027 66,255 Total future amortization expense $ 303,928 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Acquisition [Line Items] | |
Summary of assets and liabilities included in the accompanying consolidated balance sheets | Total assets and liabilities of Progentix included in the accompanying Consolidated Balance Sheets are as follows: ( in thousands September 30, 2016 December 31, 2015 Total current assets $ 346 $ 353 Identifiable intangible assets, net 11,437 13,048 Goodwill 12,654 12,654 Accounts payable and accrued expenses 481 574 Deferred tax liabilities, net 1,050 1,496 Non-controlling interests 5,998 7,309 |
Reconciliation of equity (net assets) attributable to the non-controlling interests | The following is a reconciliation of equity (net assets) attributable to the non-controlling interests: Nine Months Ended September 30, ( in thousands 2016 2015 Non-controlling interests at beginning of period $ 7,309 $ 8,310 Less: Net loss attributable to the non-controlling interests 1,311 601 Non-controlling interests at end of period $ 5,998 $ 7,709 |
Ellipse Technologies Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule of allocation for purchase price to the assets acquired and liabilities assumed based on fair values | The Company applied certain assumptions and findings in the valuation outcome for the assets acquired and liabilities assumed, for which the allocation of the purchase price is based on their fair values, as follows: ( in thousands Cash paid for purchase $ 381,579 Accounts receivable 7,148 Inventory 22,451 Other current assets 1,855 Property, plant and equipment, net 6,725 Definite-lived intangible assets: Developed technology 133,900 Customer relationships 33,200 Trade names 16,200 Goodwill 242,805 Deferred tax assets 17,694 Other assets 1,868 Contingent consideration liability 18,800 Deferred tax liabilities 75,999 Other liabilities assumed 7,468 $ 381,579 |
Schedule of unaudited pro forma financial information | The following table presents the unaudited pro forma results for the three and nine months ended September 30, 2016 and September 30, 2015. The unaudited pro forma financial information combines the results of operations of NuVasive and Ellipse Technologies as though the companies had been combined as of January 1, 2015, and the pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at such times. The unaudited pro forma results presented include non-recurring adjustments directly attributable to the business combination, some of which are presented in the comparable period results instead of the current period by nature of such adjustments. The adjustments for amortization charges for acquired intangible assets were $6.5 million and $19.5 million for the three and nine months ended September 30, 2015, respectively The adjustments to cost of sales for increased fair value of acquired inventory of $(14.7) million and $14.7 million for the nine months ended 30, 2016 and were only applicable to the acquisition related expenses. All periods presented include immaterial adjustments to revenue for deferred revenue adjustments, Three Months Ended September 30, Nine Months Ended September 30, ( in thousands, except per share amounts 2016 2015 2016 2015 Revenues $ 239,708 $ 212,821 $ 697,010 $ 628,241 Net income attributable to NuVasive, Inc. 6,982 7,176 31,444 27,901 Net income per share attributable to NuVasive, Inc.: Basic $ 0.14 $ 0.15 $ 0.63 $ 0.58 Diluted $ 0.13 $ 0.13 $ 0.59 $ 0.53 |
Indebtedness (Tables)
Indebtedness (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Net carrying amount of the debt component | The carrying values of the Company’s Senior Convertible Notes are as follows: ( in thousands September 30, 2016 December 31, 2015 2.75% Senior Convertible Notes due 2017: Principal amount $ 125,732 $ 402,500 Unamortized debt discount (4,172 ) (25,958 ) Unamortized debt issuance costs (585 ) (3,622 ) 120,975 372,920 2.25% Senior Convertible Notes due 2021: Principal amount 650,000 — Unamortized debt discount (76,554 ) — Unamortized debt issuance costs (13,496 ) — 559,950 — Total Senior Convertible Notes $ 680,925 $ 372,920 Less Current Portion: (120,975 ) — Long-term Senior Convertible Notes $ 559,950 $ 372,920 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Compensation costs included in statement of income for all stock-based compensation arrangements | The compensation cost that has been included in the Consolidated Statements of Operations for all stock-based compensation arrangements was as follows: Three Months Ended September 30, Nine Months Ended September 30, ( in thousands 2016 2015 2016 2015 Sales, marketing and administrative expense $ 6,826 $ 6,725 $ 18,672 $ 19,448 Research and development expense 399 288 805 920 Cost of goods sold 63 64 168 202 Stock-based compensation expense before taxes 7,288 7,077 19,645 20,570 Related income tax benefits (2,915 ) (2,831 ) (7,858 ) (8,228 ) Stock-based compensation expense, net of taxes $ 4,373 $ 4,246 $ 11,787 $ 12,342 |
Weighted average assumptions used to estimate fair value of stock options granted and stock purchase rights under ESPP | The weighted average assumptions used to estimate the fair value of stock purchase rights under the employee stock purchase plan (“ESPP”) are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 ESPP Volatility 30 % 40 % 31 % 43 % Expected term (years) 0.5 1.3 0.5 1.3 Risk free interest rate 0.4 % 0.2 % 0.3 % 0.2 % Expected dividend yield — % — % — % — % |
Business Segment, Product and G
Business Segment, Product and Geographical Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Products and Services | Three Months Ended September 30, Nine Months Ended September 30, ( in thousands 2016 2015 2016 2015 Spinal Hardware $ 162,831 $ 138,948 $ 486,030 $ 410,225 Surgical Support 76,818 61,590 204,933 185,606 Total Revenue $ 239,649 $ 200,538 $ 690,963 $ 595,831 |
Schedule of Revenue from Net Property and Equipment by Geographical Areas | Revenue and property and equipment, net, by geographic area were as follows: Revenue Property and Equipment, Net Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, ( in thousands 2016 2015 2016 2015 2016 2015 United States $ 208,281 $ 176,371 $ 597,230 $ 524,320 $ 145,359 $ 113,037 International (excludes Puerto Rico) 31,368 24,167 93,733 71,511 34,554 28,404 Total $ 239,649 $ 200,538 $ 690,963 $ 595,831 $ 179,913 $ 141,441 |
Description of Business and B27
Description of Business and Basis of Presentation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jul. 13, 2016 | Dec. 31, 2015 | Apr. 25, 2013 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Schedule Of Description Of Business And Basis Of Presentation [Line Items] | ||||||||||
Effect of change in net loss per share | $ 0.11 | |||||||||
Translation Adjustment Functional to Reporting Currency, Net of Tax | $ (11,600) | $ (5,900) | $ (5,900) | |||||||
Business transition costs | 3,451 | $ 950 | 11,514 | $ 10,845 | ||||||
Relocation, consulting, and other costs | 900 | 10,800 | ||||||||
Severance Costs | $ 3,400 | |||||||||
Total recorded liability associated with early lease termination | 4,100 | 2,900 | 2,900 | |||||||
Product shipment costs | $ 5,700 | 5,600 | 18,400 | 15,800 | ||||||
Litigation liability gain (loss) | $ 500 | 43,310 | 42,507 | |||||||
OIG [Member] | ||||||||||
Schedule Of Description Of Business And Basis Of Presentation [Line Items] | ||||||||||
Litigation liability gain (loss) | (13,800) | |||||||||
General Litigation Matter [Member] | ||||||||||
Schedule Of Description Of Business And Basis Of Presentation [Line Items] | ||||||||||
Litigation liability gain (loss) | 2,800 | |||||||||
Medtronic Litigation [Member] | ||||||||||
Schedule Of Description Of Business And Basis Of Presentation [Line Items] | ||||||||||
Loss contingency, settlement agreement, consideration paid | $ 45,000 | $ 7,500 | 45,000 | |||||||
Litigation liability gain (loss) | 43,300 | 56,400 | ||||||||
NeuroVision trademark litigation [Member] | ||||||||||
Schedule Of Description Of Business And Basis Of Presentation [Line Items] | ||||||||||
Litigation liability gain (loss) | $ 2,800 | 2,800 | ||||||||
Sales, Marketing and Administrative Expense [Member] | ||||||||||
Schedule Of Description Of Business And Basis Of Presentation [Line Items] | ||||||||||
Restructuring and associated impairment charges | 500 | $ 2,300 | ||||||||
Chief Executive Officer and Chairman of the Board [Member] | ||||||||||
Schedule Of Description Of Business And Basis Of Presentation [Line Items] | ||||||||||
Severance Costs | $ 3,400 | |||||||||
Accounting Standards Update 2016-09 [Member] | ||||||||||
Schedule Of Description Of Business And Basis Of Presentation [Line Items] | ||||||||||
Adjustment of deferred tax assets and accumulated deficit | $ 16,600 | |||||||||
Adjustment of provision for income taxes | $ 5,500 | |||||||||
Effect of change in net loss per share | $ 0.11 |
Net Income Per Share - Computat
Net Income Per Share - Computation of Basic and Diluted Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator: | ||||
Net income attributable to NuVasive, Inc. | $ 3,926 | $ 12,960 | $ 30,771 | $ 54,788 |
Denominator for basic and diluted net income per share: | ||||
Weighted average common shares outstanding for basic | 50,264 | 48,993 | 49,970 | 48,513 |
Dilutive potential common stock outstanding: | ||||
Weighted average common shares outstanding for diluted | 55,782 | 53,199 | 53,498 | 52,202 |
Basic net income per share attributable to NuVasive, Inc. | $ 0.08 | $ 0.26 | $ 0.62 | $ 1.13 |
Diluted net income per share attributable to NuVasive, Inc. | $ 0.07 | $ 0.24 | $ 0.58 | $ 1.05 |
Stock Options and Employee Stock Purchase Plan [Member] | ||||
Dilutive potential common stock outstanding: | ||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements | 223 | 895 | 347 | 1,224 |
Restricted Stock Units [Member] | ||||
Dilutive potential common stock outstanding: | ||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements | 1,483 | 1,129 | 1,221 | 1,127 |
Warrants [Member] | ||||
Dilutive potential common stock outstanding: | ||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements | 2,141 | 417 | 986 | 139 |
Senior Convertible Notes [Member] | ||||
Dilutive potential common stock outstanding: | ||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements | 1,671 | 1,765 | 974 | 1,199 |
Net Income Per Share - Anti-dil
Net Income Per Share - Anti-dilutive Common Stock Equivalents Not Included in Calculation of Net Income Per Diluted Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share | 10,871 | 13 | 25,330 | 6,422 |
Stock Options, Employee Stock Purchase Plan, and Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share | 6 | 13 | 1,213 | 53 |
Warrants [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share | 10,865 | 14,050 | 6,369 | |
Senior Convertible Notes [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share | 10,067 |
Net Income Per Share - Addition
Net Income Per Share - Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($)$ / shares | |
Earnings Per Share [Abstract] | |
Retrospective adjustments resulting decrease in net loss attributable to the company | $ | $ 5.5 |
Effect of change in net loss per share | $ / shares | $ 0.11 |
Financial Instruments and Fai31
Financial Instruments and Fair Value Measurements - Composition of Marketable Securities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities, Cost | $ 278,290 | |
Available-for-sale Securities, Gross Unrealized Gains, Before Tax | 5 | |
Available-for-sale Securities, Gross Unrealized Losses, Before Tax | (540) | |
Available-for-sale Securities, Fair Value | 277,755 | |
Short-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities, Cost | 165,629 | |
Available-for-sale Securities, Gross Unrealized Gains, Before Tax | 5 | |
Available-for-sale Securities, Gross Unrealized Losses, Before Tax | (211) | |
Available-for-sale Securities, Fair Value | 165,423 | |
Long-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities, Cost | 112,661 | |
Available-for-sale Securities, Gross Unrealized Losses, Before Tax | (329) | |
Available-for-sale Securities, Fair Value | 112,332 | |
Commercial paper [Member] | Short-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities, Cost | 21,991 | |
Available-for-sale Securities, Fair Value | $ 21,991 | |
Commercial paper [Member] | Maximum [Member] | Short-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities Contractual Maturity | 1 year | 1 year |
Certificates of deposit [Member] | Short-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities, Cost | $ 6,615 | |
Available-for-sale Securities, Fair Value | 6,615 | |
Certificates of deposit [Member] | Long-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities, Cost | 12,392 | |
Available-for-sale Securities, Fair Value | $ 12,392 | |
Certificates of deposit [Member] | Maximum [Member] | Short-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities Contractual Maturity | 1 year | |
Certificates of deposit [Member] | Maximum [Member] | Long-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities Contractual Maturity | 2 years | |
Certificates of deposit [Member] | Minimum [Member] | Long-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities Contractual Maturity | 1 year | |
Corporate notes [Member] | Short-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities, Cost | $ 108,739 | |
Available-for-sale Securities, Gross Unrealized Gains, Before Tax | 5 | |
Available-for-sale Securities, Gross Unrealized Losses, Before Tax | (173) | |
Available-for-sale Securities, Fair Value | 108,571 | |
Corporate notes [Member] | Long-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities, Cost | 43,857 | |
Available-for-sale Securities, Gross Unrealized Losses, Before Tax | (109) | |
Available-for-sale Securities, Fair Value | $ 43,748 | |
Corporate notes [Member] | Maximum [Member] | Short-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities Contractual Maturity | 1 year | 1 year |
Corporate notes [Member] | Maximum [Member] | Long-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities Contractual Maturity | 2 years | 2 years |
Corporate notes [Member] | Minimum [Member] | Long-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities Contractual Maturity | 1 year | 1 year |
Securities of government-sponsored entities [Member] | Short-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities, Cost | $ 28,284 | |
Available-for-sale Securities, Gross Unrealized Losses, Before Tax | (38) | |
Available-for-sale Securities, Fair Value | 28,246 | |
Securities of government-sponsored entities [Member] | Long-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities, Cost | 56,412 | |
Available-for-sale Securities, Gross Unrealized Losses, Before Tax | (220) | |
Available-for-sale Securities, Fair Value | $ 56,192 | |
Securities of government-sponsored entities [Member] | Maximum [Member] | Short-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities Contractual Maturity | 1 year | 1 year |
Securities of government-sponsored entities [Member] | Maximum [Member] | Long-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities Contractual Maturity | 2 years | 2 years |
Securities of government-sponsored entities [Member] | Minimum [Member] | Long-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale Securities Contractual Maturity | 1 year | 1 year |
Financial Instruments and Fai32
Financial Instruments and Fair Value Measurements (Details Textual) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016USD ($)investment | Sep. 30, 2016USD ($)investment | Mar. 31, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)investment | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | |||||||
Impairment charges recorded for earnings | $ 0 | ||||||
Unrealized loss position investment | investment | 0 | 0 | 0 | ||||
Net foreign currency exchange (losses) gains, includes gains and losses from derivatives instruments | $ (100,000) | $ 400,000 | $ 100,000 | $ 400,000 | |||
Contingent consideration liability | $ 45,005,000 | 45,005,000 | 45,005,000 | ||||
Contingent Consideration Liabilities [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Additions to contingent consideration liabilities with acquisitions | 63,400,000 | ||||||
Contingent consideration liability recorded upon acquisition | 36,000,000 | $ 21,400,000 | 63,442,000 | ||||
Contingent consideration liability | 65,400,000 | 65,400,000 | 65,400,000 | ||||
Quoted price in active market (Level 1) [Member] | Convertible Notes due 2017 [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Debt instrument, fair value disclosure | 197,100,000 | 197,100,000 | 197,100,000 | $ 551,400,000 | |||
Quoted price in active market (Level 1) [Member] | Senior Convertible Notes due 2021 [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Debt instrument, fair value disclosure | 822,000,000 | 822,000,000 | 822,000,000 | ||||
Foreign Exchange Forward [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Notional principal amount | $ 14,400,000 | $ 14,400,000 | $ 16,800,000 | $ 14,400,000 | $ 16,800,000 |
Financial Instruments and Fai33
Financial Instruments and Fair Value Measurements - Schedule of Derivatives Not Designated as Cash Flow Hedges (Details) - Cash Flow Hedges [Member] - Not Designated As Hedging Instrument [Member] - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||
Asset Derivatives | $ 46 | |
Other Current Liabilities [Member] | ||
Derivative [Line Items] | ||
Liability Derivatives | $ 26 | |
Foreign Exchange Forward [Member] | Other Current Assets [Member] | ||
Derivative [Line Items] | ||
Asset Derivatives | $ 46 | |
Foreign Exchange Forward [Member] | Other Current Liabilities [Member] | ||
Derivative [Line Items] | ||
Liability Derivatives | $ 26 |
Financial Instruments and Fai34
Financial Instruments and Fair Value Measurements - Schedule of Derivative Instruments Effect on Statements of Operations (Details) - Cash Flow Hedges [Member] - Not Designated As Hedging Instrument [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of (Gain)/Loss Recognized in Income | $ 176 | $ 79 | $ 344 | $ (1,585) |
Foreign Exchange Forward [Member] | Other (Income) Expense [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of (Gain)/Loss Recognized in Income | $ 176 | $ 79 | $ 344 | $ (1,585) |
Financial Instruments and Fai35
Financial Instruments and Fair Value Measurements - Fair Value of Assets and Liabilities (Details) - Fair value measurements on recurring basis [Member] - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Marketable Securities and Restricted Investments | ||
Total marketable securities and restricted investments | $ 152,000 | $ 377,671 |
Money Market Funds [Member] | ||
Marketable Securities and Restricted Investments | ||
Total marketable securities and restricted investments | 86,557 | 68,425 |
Corporate notes [Member] | ||
Marketable Securities and Restricted Investments | ||
Total marketable securities and restricted investments | 5,505 | 152,319 |
Commercial paper [Member] | ||
Marketable Securities and Restricted Investments | ||
Total marketable securities and restricted investments | 59,938 | 21,991 |
Certificates of deposit [Member] | ||
Marketable Securities and Restricted Investments | ||
Total marketable securities and restricted investments | 19,007 | |
Securities of government-sponsored entities [Member] | ||
Marketable Securities and Restricted Investments | ||
Total marketable securities and restricted investments | 115,929 | |
Quoted price in active market (Level 1) [Member] | ||
Marketable Securities and Restricted Investments | ||
Total marketable securities and restricted investments | 86,557 | 87,432 |
Quoted price in active market (Level 1) [Member] | Money Market Funds [Member] | ||
Marketable Securities and Restricted Investments | ||
Total marketable securities and restricted investments | 86,557 | 68,425 |
Quoted price in active market (Level 1) [Member] | Certificates of deposit [Member] | ||
Marketable Securities and Restricted Investments | ||
Total marketable securities and restricted investments | 19,007 | |
Significant other observable inputs (Level 2) [Member] | ||
Marketable Securities and Restricted Investments | ||
Total marketable securities and restricted investments | 65,443 | 290,239 |
Significant other observable inputs (Level 2) [Member] | Corporate notes [Member] | ||
Marketable Securities and Restricted Investments | ||
Total marketable securities and restricted investments | 5,505 | 152,319 |
Significant other observable inputs (Level 2) [Member] | Commercial paper [Member] | ||
Marketable Securities and Restricted Investments | ||
Total marketable securities and restricted investments | $ 59,938 | 21,991 |
Significant other observable inputs (Level 2) [Member] | Securities of government-sponsored entities [Member] | ||
Marketable Securities and Restricted Investments | ||
Total marketable securities and restricted investments | $ 115,929 |
Financial Instruments and Fai36
Financial Instruments and Fair Value Measurements - Estimated Fair Value of Liabilities Measured on a Recurring Basis Using Significant Unobservable Inputs (Level 3) (Details) - Contingent Consideration Liabilities [Member] - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value measurement at beginning of period | $ 644 | |||
Contingent consideration liability recorded upon acquisition | $ 36,000 | $ 21,400 | $ 63,442 | |
Change in fair value measurement | 2,291 | (36) | ||
Changes resulting from foreign currency fluctuations | 209 | |||
Contingent consideration paid or settled | (582) | $ (608) | ||
Fair value measurement at end of period | $ 65,360 | $ 65,360 |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets (Details 1) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Intangible assets subject to amortization: | ||
Weighted Average Amortization Period | 9 years | 10 years |
Gross Amount | $ 420,179 | $ 168,687 |
Accumulated Amortization | (116,251) | (83,611) |
Intangible Assets, net | 303,928 | 85,076 |
Intangible assets not subject to amortization: | ||
Goodwill | 498,686 | 154,281 |
Total goodwill and intangible assets, net | $ 802,614 | $ 239,357 |
Developed technology [Member] | ||
Intangible assets subject to amortization: | ||
Weighted Average Amortization Period | 8 years | 9 years |
Gross Amount | $ 246,948 | $ 92,648 |
Accumulated Amortization | (58,589) | (37,382) |
Intangible Assets, net | $ 188,359 | $ 55,266 |
Manufacturing know-how and trade secrets [Member] | ||
Intangible assets subject to amortization: | ||
Weighted Average Amortization Period | 12 years | 12 years |
Gross Amount | $ 21,809 | $ 21,787 |
Accumulated Amortization | (14,460) | (13,296) |
Intangible Assets, net | $ 7,349 | $ 8,491 |
Trade name and trademarks [Member] | ||
Intangible assets subject to amortization: | ||
Weighted Average Amortization Period | 9 years | 11 years |
Gross Amount | $ 25,700 | $ 9,500 |
Accumulated Amortization | (7,205) | (5,068) |
Intangible Assets, net | $ 18,495 | $ 4,432 |
Customer relationships [Member] | ||
Intangible assets subject to amortization: | ||
Weighted Average Amortization Period | 9 years | 8 years |
Gross Amount | $ 125,722 | $ 44,752 |
Accumulated Amortization | (35,997) | (27,865) |
Intangible Assets, net | $ 89,725 | $ 16,887 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Definite-lived intangible assets | $ 251,500 | $ 251,500 | ||
Goodwill | 343,620 | |||
Amortization expense related to intangible assets | $ 12,300 | $ 4,000 | $ 32,600 | $ 11,700 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets (Details 2) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Gross goodwill | $ 506,986 | $ 162,581 |
Accumulated impairment loss | (8,300) | $ (8,300) |
Goodwill | 154,281 | |
Changes to gross goodwill | ||
Increases recorded in business combinations | 343,620 | |
Changes resulting from foreign currency fluctuations | 785 | |
Goodwill period increase (decrease) | 344,405 | |
Goodwill | $ 498,686 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets (Details 3) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Future amortization expense related to intangible assets | ||
Remaining 2,016 | $ 12,851 | |
2,017 | 48,217 | |
2,018 | 46,122 | |
2,019 | 44,438 | |
2,020 | 43,982 | |
2,021 | 42,063 | |
Thereafter through 2027 | 66,255 | |
Intangible Assets, net | $ 303,928 | $ 85,076 |
Business Combinations (Details
Business Combinations (Details Textual) - USD ($) | Jul. 02, 2016 | Feb. 11, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2009 | Mar. 31, 2016 |
Business Acquisition [Line Items] | ||||||||||
Intangible assets, weighted-average useful life | 9 years | 10 years | ||||||||
Amortization expense related to intangible assets | $ 12,300,000 | $ 4,000,000 | $ 32,600,000 | $ 11,700,000 | ||||||
Technology-Based Intangible Assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets, weighted-average useful life | 8 years | 9 years | ||||||||
Customer-Related Intangible Assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets, weighted-average useful life | 9 years | 8 years | ||||||||
Ellipse Technologies Inc [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition. date of acquisition | Feb. 11, 2016 | |||||||||
Business acquisition, purchase price | $ 380,000,000 | |||||||||
Business acquisition, potential future milestone payment | 30,000,000 | |||||||||
Cash payment on purchase of outstanding shares | $ 381,579,000 | |||||||||
Contingent liability | 21,600,000 | $ 21,600,000 | $ 21,600,000 | $ 18,800,000 | ||||||
Revenue from operation of NSO | 15,000,000 | 35,800,000 | ||||||||
Income (loss) from operation of NSO | 900,000 | 100,000 | ||||||||
Ellipse Technologies Inc [Member] | Amortization Charges [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortization expense related to intangible assets | $ 6,500,000 | 19,500,000 | ||||||||
Ellipse Technologies Inc [Member] | Fair Value Adjustment To Inventory [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Fair value adjustment of acquired inventory | (14,700,000) | 14,700,000 | ||||||||
Ellipse Technologies Inc [Member] | Acquisition Related Costs [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs related to merger | $ 4,000,000 | |||||||||
Ellipse Technologies Inc [Member] | Selling, Marketing and Administrative Expenses [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs related to merger | $ 4,000,000 | |||||||||
Ellipse Technologies Inc [Member] | Technology-Based Intangible Assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets, weighted-average useful life | 7 years | |||||||||
Ellipse Technologies Inc [Member] | Customer-Related Intangible Assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets, weighted-average useful life | 9 years | |||||||||
Ellipse Technologies Inc [Member] | Trade Name Related Intangible Assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets, weighted-average useful life | 7 years | |||||||||
Ellipse Technologies Inc [Member] | Traditional Working Capital Adjustments [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Escrow cash received | 600,000 | |||||||||
Other Acquisitions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition. date of acquisition | Jul. 1, 2016 | |||||||||
Business acquisition, purchase price | $ 98,000,000 | |||||||||
Cash payment on purchase of outstanding shares | $ 94,000,000 | |||||||||
Progentix Orthobiology [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Advanced loan accordance to loan agreement | $ 5,300,000 | $ 5,300,000 | $ 5,300,000 | |||||||
Accrued interest rate of loan | 6.00% | 6.00% | 6.00% | |||||||
Progentix Orthobiology [Member] | Preferred Stock Purchase Agreement [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payment on purchase of outstanding shares | $ 10,000,000 | |||||||||
Percentage of ownership Interests acquired | 40.00% |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Thousands | Feb. 11, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Definite-lived intangible assets: | |||
Goodwill | $ 498,686 | $ 154,281 | |
Ellipse Technologies Inc [Member] | |||
Business Acquisition [Line Items] | |||
Cash paid for purchase | $ 381,579 | ||
Accounts receivable | 7,148 | ||
Inventory | 22,451 | ||
Other current assets | 1,855 | ||
Property, plant and equipment, net | 6,725 | ||
Definite-lived intangible assets: | |||
Goodwill | 242,805 | ||
Deferred tax assets | 17,694 | ||
Other assets | 1,868 | ||
Contingent consideration liability | 18,800 | ||
Deferred tax liabilities | 75,999 | ||
Other liabilities assumed | 7,468 | ||
Total purchase price of assets acquired and liabilities assumed, net | 381,579 | ||
Ellipse Technologies Inc [Member] | Developed technology [Member] | |||
Definite-lived intangible assets: | |||
Definite-lived intangible assets | 133,900 | ||
Ellipse Technologies Inc [Member] | Customer relationships [Member] | |||
Definite-lived intangible assets: | |||
Definite-lived intangible assets | 33,200 | ||
Ellipse Technologies Inc [Member] | Trade Names [Member] | |||
Definite-lived intangible assets: | |||
Definite-lived intangible assets | $ 16,200 |
Business Combinations (Detail43
Business Combinations (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Combinations [Abstract] | ||||
Revenues | $ 239,708 | $ 212,821 | $ 697,010 | $ 628,241 |
Net income attributable to NuVasive, Inc. | $ 6,982 | $ 7,176 | $ 31,444 | $ 27,901 |
Net income per share attributable to NuVasive, Inc.: | ||||
Basic | $ 0.14 | $ 0.15 | $ 0.63 | $ 0.58 |
Diluted | $ 0.13 | $ 0.13 | $ 0.59 | $ 0.53 |
Business Combinations (Detail44
Business Combinations (Details 2) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Total current assets | $ 616,897 | $ 702,827 | ||
Goodwill | 498,686 | 154,281 | ||
Non-controlling interests | 5,998 | 7,309 | ||
Variable Interest Entity [Member] | ||||
Business Acquisition [Line Items] | ||||
Non-controlling interests | 5,998 | 7,309 | $ 7,709 | $ 8,310 |
Variable Interest Entity [Member] | Progentix Orthobiology [Member] | ||||
Business Acquisition [Line Items] | ||||
Total current assets | 346 | 353 | ||
Identifiable intangible assets, net | 11,437 | 13,048 | ||
Goodwill | 12,654 | 12,654 | ||
Accounts payable and accrued expenses | 481 | 574 | ||
Deferred tax liabilities, net | 1,050 | 1,496 | ||
Non-controlling interests | $ 5,998 | $ 7,309 |
Reconciliation of Equity (Net A
Reconciliation of Equity (Net Assets) Attributable to the Non-controlling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Reconciliation of equity (net assets) attributable to the non-controlling interests | ||||
Non-controlling interests at beginning of period | $ 7,309 | |||
Less: Net loss attributable to the non-controlling interests | $ 431 | $ 210 | 1,311 | $ 601 |
Non-controlling interests at end of period | 5,998 | 5,998 | ||
Variable Interest Entity [Member] | ||||
Reconciliation of equity (net assets) attributable to the non-controlling interests | ||||
Non-controlling interests at beginning of period | 7,309 | 8,310 | ||
Less: Net loss attributable to the non-controlling interests | 1,311 | 601 | ||
Non-controlling interests at end of period | $ 5,998 | $ 7,709 | $ 5,998 | $ 7,709 |
Indebtedness (Details)
Indebtedness (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2011 | Jun. 30, 2011 |
Debt Instrument [Line Items] | |||||
Short-term senior convertible notes | $ 120,975 | ||||
Long term senior convertible notes | 559,950 | $ 372,920 | |||
Total Senior Convertible Notes | 680,925 | 372,920 | |||
2.75% Senior Convertible Notes [Member] | Convertible Notes due 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | 125,732 | $ 125,700 | 402,500 | $ 402,500 | |
Unamortized debt discount | (4,172) | (6,800) | (25,958) | $ (88,900) | |
Unamortized debt issuance costs | (585) | (1,000) | (3,622) | ||
Short-term senior convertible notes | 120,975 | $ 372,920 | |||
2.25% Senior Convertible Notes [Member] | Convertible Notes due 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | 650,000 | $ 650,000 | |||
Unamortized debt discount | (76,554) | ||||
Unamortized debt issuance costs | (13,496) | ||||
Long term senior convertible notes | $ 559,950 |
Indebtedness (Parenthetical) (D
Indebtedness (Parenthetical) (Details) | Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2011 |
2.75% Senior Convertible Notes [Member] | Convertible Notes due 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate on convertible notes | 2.75% | 2.75% | 2.75% | |
2.25% Senior Convertible Notes [Member] | Convertible Notes due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate on convertible notes | 2.25% | 2.25% | 2.25% |
Indebtedness (Details Textual)
Indebtedness (Details Textual) | Feb. 11, 2016USD ($) | Mar. 31, 2016USD ($)$ / sharesshares | Jun. 30, 2011USD ($)$ / shares | Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2015USD ($) | Dec. 31, 2011USD ($)$ / sharesshares | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of convertible debt, net of issuance costs | $ 634,140,000 | ||||||||
Contractual coupon interest expense | $ 900,000 | $ 2,800,000 | 4,200,000 | $ 8,300,000 | |||||
Amortization of debt discount (premium) | 1,300,000 | 4,000,000 | 6,300,000 | 11,700,000 | |||||
Amortization of debt issuance costs | 200,000 | $ 500,000 | 900,000 | $ 1,500,000 | |||||
Derivative, maturity date | Jul. 1, 2017 | ||||||||
Proceeds from sale of warrants | 44,850,000 | $ 47,900,000 | |||||||
Warrant strike price | $ / shares | $ 988.51 | ||||||||
Number of common stock shares preferred stock convertible into | shares | 20 | ||||||||
Loss on repurchases of convertible notes | (17,444,000) | ||||||||
Revolving Senior Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility, maximum borrowing capacity | $ 150,000,000 | ||||||||
Credit facility, expiration date | 2021-02 | ||||||||
Revolving loan outstanding | 0 | 0 | |||||||
Letters of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility, maximum borrowing capacity | $ 15,000,000 | ||||||||
Swing Line Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility, maximum borrowing capacity | $ 5,000,000 | ||||||||
2021 Warrants [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from sale of warrants | $ 44,900,000 | ||||||||
Warrant strike price | $ / shares | $ 80 | ||||||||
2021 Hedge [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of common stock to be purchased | shares | 10,865,270 | ||||||||
Derivative, maturity date | Mar. 15, 2021 | ||||||||
2017 Hedge [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of common stock to be purchased | shares | 9,553,096 | ||||||||
Cost of hedge transaction | $ 80,100,000 | ||||||||
2017 Hedge [Member] | Other Expense [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Embedded derivative, gain (loss) reclassified to earnings | $ 37,100,000 | ||||||||
Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Class of warrant or rights expiry month and year | 2017-09 | ||||||||
Minimum [Member] | Revolving Senior Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, commitment fee percentage | 0.20% | ||||||||
Minimum [Member] | Revolving Senior Credit Facility [Member] | LIBOR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility bear interest rate | 1.00% | ||||||||
Minimum [Member] | Revolving Senior Credit Facility [Member] | Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility bear interest rate | 0.00% | ||||||||
Minimum [Member] | 2021 Warrants [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Class of warrant or rights expiry month and year | 2021-06 | ||||||||
Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Class of warrant or rights expiry month and year | 2018-01 | ||||||||
Maximum [Member] | Revolving Senior Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, commitment fee percentage | 0.40% | ||||||||
Maximum [Member] | Revolving Senior Credit Facility [Member] | LIBOR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility bear interest rate | 2.00% | ||||||||
Maximum [Member] | Revolving Senior Credit Facility [Member] | Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility bear interest rate | 1.25% | ||||||||
Maximum [Member] | Series A Convertible Participating Preferred Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of preferred or common stock into which the warrants is converted | shares | 477,654 | ||||||||
Maximum [Member] | 2021 Warrants [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Class of warrant or rights expiry month and year | 2021-12 | ||||||||
Additional Paid-in Capital [Member] | 2021 Hedge [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Cost of hedge transaction | $ 111,200,000 | ||||||||
Additional Paid-in Capital [Member] | 2017 Hedge [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount reclassified to stockholders' equity | $ 43,000,000 | ||||||||
Common Shares [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of preferred or common stock into which the warrants is converted | shares | 9,553,080 | ||||||||
Common Shares [Member] | Maximum [Member] | 2021 Warrants [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of preferred or common stock into which the warrants is converted | shares | 10,865,270 | ||||||||
2.25% Senior Convertible Notes [Member] | Convertible Notes due 2021 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 650,000,000 | $ 650,000,000 | $ 650,000,000 | ||||||
Proceeds from issuance of convertible debt, net of issuance costs | $ 634,100,000 | ||||||||
Interest rate on convertible notes | 2.25% | 2.25% | 2.25% | 2.25% | |||||
Debt instrument, maturity date | Mar. 15, 2021 | ||||||||
Initial conversion rate adjustment, shares | 16.7158 | ||||||||
Principal amount of debt considered for conversion rate | $ 1,000 | ||||||||
Initial conversion price of convertible notes | $ / shares | $ 59.82 | ||||||||
Contractual coupon interest expense | $ 3,700,000 | $ 7,900,000 | |||||||
Amortization of debt discount (premium) | 3,800,000 | 8,200,000 | |||||||
Amortization of debt issuance costs | $ 600,000 | $ 1,300,000 | |||||||
Effective interest rate | 5.80% | 5.80% | |||||||
Debt redemption price percentage | 100.00% | ||||||||
Principal payments due | $ 0 | ||||||||
Fair value of debt conversion cost | $ 76,554,000 | $ 76,554,000 | |||||||
Net proceeds of unsecured senior convertible notes | $ 345,200,000 | ||||||||
Unamortized debt issuance costs | 13,496,000 | 13,496,000 | |||||||
2.25% Senior Convertible Notes [Member] | Convertible Notes due 2021 [Member] | Scenario Two [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Consecutive trading days considered for debt conversion | 5 days | ||||||||
2.25% Senior Convertible Notes [Member] | Convertible Notes due 2021 [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of conversion price | 130.00% | ||||||||
2.25% Senior Convertible Notes [Member] | Convertible Notes due 2021 [Member] | Minimum [Member] | Scenario One [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Consecutive trading days considered for debt conversion | 20 days | ||||||||
2.25% Senior Convertible Notes [Member] | Convertible Notes due 2021 [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of conversion price | 98.00% | ||||||||
2.25% Senior Convertible Notes [Member] | Convertible Notes due 2021 [Member] | Maximum [Member] | Scenario One [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Consecutive trading days considered for debt conversion | 30 days | ||||||||
2.25% Senior Convertible Notes [Member] | Convertible Notes due 2021 [Member] | Additional Paid-in Capital [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount reclassified to stockholders' equity | 84,800,000 | ||||||||
2.75% Senior Convertible Notes [Member] | Convertible Notes due 2017 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 125,700,000 | $ 402,500,000 | $ 125,732,000 | $ 125,732,000 | $ 402,500,000 | ||||
Proceeds from issuance of convertible debt, net of issuance costs | $ 359,200,000 | ||||||||
Interest rate on convertible notes | 2.75% | 2.75% | 2.75% | 2.75% | |||||
Debt instrument, maturity date | Jul. 1, 2017 | ||||||||
Initial conversion rate adjustment, shares | 23.7344 | ||||||||
Principal amount of debt considered for conversion rate | $ 1,000 | ||||||||
Initial conversion price of convertible notes | $ / shares | $ 42.13 | $ 42.13 | $ 42.13 | ||||||
Effective interest rate | 8.00% | ||||||||
Fair value of debt conversion cost | 6,800,000 | $ 4,172,000 | $ 4,172,000 | $ 88,900,000 | $ 25,958,000 | ||||
Principal amount of debt instruments offering to repurchase | 276,800,000 | ||||||||
Unamortized debt issuance costs | $ 1,000,000 | $ 585,000 | 585,000 | $ 3,622,000 | |||||
2.75% Senior Convertible Notes [Member] | Convertible Notes due 2017 [Member] | Other Income [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Embedded derivative, gain (loss) reclassified to earnings | $ 39,500,000 | ||||||||
2.75% Senior Convertible Notes [Member] | Convertible Notes due 2017 [Member] | Other Expense [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Loss on repurchases of convertible notes | $ (17,400,000) | ||||||||
2.75% Senior Convertible Notes [Member] | Convertible Notes due 2017 [Member] | Scenario Two [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Consecutive trading days considered for debt conversion | 5 days | ||||||||
2.75% Senior Convertible Notes [Member] | Convertible Notes due 2017 [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of conversion price | 130.00% | 130.00% | |||||||
2.75% Senior Convertible Notes [Member] | Convertible Notes due 2017 [Member] | Minimum [Member] | Scenario One [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Consecutive trading days considered for debt conversion | 20 days | 20 days | |||||||
2.75% Senior Convertible Notes [Member] | Convertible Notes due 2017 [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of conversion price | 98.00% | ||||||||
2.75% Senior Convertible Notes [Member] | Convertible Notes due 2017 [Member] | Maximum [Member] | Scenario One [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Consecutive trading days considered for debt conversion | 30 days | 30 days | |||||||
2.75% Senior Convertible Notes [Member] | Convertible Notes due 2017 [Member] | Additional Paid-in Capital [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount reclassified to stockholders' equity | $ 49,400,000 |
Stock-Based Compensation, Stock
Stock-Based Compensation, Stock Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense before taxes | $ 7,288 | $ 7,077 | $ 19,645 | $ 20,570 |
Related income tax benefits | (2,915) | (2,831) | (7,858) | (8,228) |
Stock-based compensation expense, net of taxes | 4,373 | 4,246 | 11,787 | 12,342 |
Sales, Marketing and Administrative Expense [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense before taxes | 6,826 | 6,725 | 18,672 | 19,448 |
Research and development expense [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense before taxes | 399 | 288 | 805 | 920 |
Cost of goods sold [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense before taxes | $ 63 | $ 64 | $ 168 | $ 202 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted | 0 | 0 | ||
Number of common stock issued to exercise stock options | 100,000 | 1,500,000 | 3,300,000 | |
Employee Stock Purchase Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
ESPP offering period | 2 years | |||
ESPP [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of issuance price of stock under the stock issuance program | 85.00% | |||
Maximum percentage of annual compensation | 15.00% | 15.00% | ||
Maximum amount withheld to purchase shares of the company | $ 21,250 | |||
RSUs [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unamortized cost related to share-based compensation | $ 55,100,000 | $ 55,100,000 | ||
Number of shares of common stock issued upon vesting of RSUs | 100,000 | 800,000 | 1,400,000 | |
Performance Based Restricted Stock Units (PRSUs) [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted average contractual term | 2 years 4 months 24 days |
Stock-Based Compensation, Assum
Stock-Based Compensation, Assumptions Table (Details) - ESPP [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Weighted average assumptions used to estimate fair value of stock options granted and stock purchase rights under ESPP | ||||
Volatility | 30.00% | 40.00% | 31.00% | 43.00% |
Expected term (years) | 6 months | 1 year 3 months 18 days | 6 months | 1 year 3 months 18 days |
Risk free interest rate | 0.40% | 0.20% | 0.30% | 0.20% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 37.00% |
Deferred tax assets, in process research and development | $ 7.3 |
Business Segment, Product and53
Business Segment, Product and Geographic Information (Details Textual) | 9 Months Ended |
Sep. 30, 2016segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Business Segment, Product and54
Business Segment, Product and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Total Revenue | $ 239,649 | $ 200,538 | $ 690,963 | $ 595,831 |
Spinal Hardware [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Total Revenue | 162,831 | 138,948 | 486,030 | 410,225 |
Surgical Support [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Total Revenue | $ 76,818 | $ 61,590 | $ 204,933 | $ 185,606 |
Business Segment, Product and55
Business Segment, Product and Geographic Information (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Revenues and Net Property and Equipment by Geographical Areas [Line Items] | |||||
Revenue | $ 239,649 | $ 200,538 | $ 690,963 | $ 595,831 | |
Property and Equipment, Net | 179,913 | 179,913 | $ 141,441 | ||
UNITED STATES | |||||
Revenues and Net Property and Equipment by Geographical Areas [Line Items] | |||||
Revenue | 208,281 | 176,371 | 597,230 | 524,320 | |
Property and Equipment, Net | 145,359 | 145,359 | 113,037 | ||
International [Member] | |||||
Revenues and Net Property and Equipment by Geographical Areas [Line Items] | |||||
Revenue | 31,368 | $ 24,167 | 93,733 | $ 71,511 | |
Property and Equipment, Net | $ 34,554 | $ 34,554 | $ 28,404 |
Commitments (Details Textual)
Commitments (Details Textual) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Commitments And Contingencies Disclosure [Line Items] | |
Restricted cash for security deposit | $ 1.5 |
Total minimum future lease payments | 6.6 |
Licensing and Purchasing Agreements [Member] | |
Commitments And Contingencies Disclosure [Line Items] | |
Obligation under consultancy arrangements | $ 18.6 |
Revenue based milestone period | achieved prior to 2024 |
Executive Severance Plans [Member] | |
Commitments And Contingencies Disclosure [Line Items] | |
Other commitments, future minimum payments, remainder of fiscal year | $ 26.2 |
Contingencies (Details)
Contingencies (Details) | Jul. 15, 2016USD ($) | Jul. 13, 2016USD ($) | Mar. 18, 2016USD ($) | Feb. 22, 2016USD ($) | Jul. 20, 2015USD ($) | Dec. 02, 2014USD ($) | Apr. 25, 2013USD ($) | Sep. 20, 2011USD ($)patent | Jul. 31, 2015USD ($) | Oct. 31, 2010USD ($) | Aug. 31, 2008patent | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2016USD ($)patent | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Mar. 02, 2015USD ($) | Apr. 30, 2014USD ($) | Dec. 31, 2011USD ($) |
Loss Contingencies [Line Items] | |||||||||||||||||||
Litigation liability gain (loss) | $ 500,000 | $ 43,310,000 | $ 42,507,000 | ||||||||||||||||
Company's patents in phases of litigation | patent | 0 | ||||||||||||||||||
Loss contingency, estimate of possible loss | $ 87,600,000 | ||||||||||||||||||
Unrecorded royalty damages | $ 0 | ||||||||||||||||||
Litigation accrual | $ 88,261,000 | ||||||||||||||||||
OIG [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Litigation liability gain (loss) | (13,800,000) | ||||||||||||||||||
Litigation charge | 13,800,000 | ||||||||||||||||||
Loss contingency, settlement agreement, consideration | $ 13,500,000 | ||||||||||||||||||
General Litigation Matter [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Litigation liability gain (loss) | 2,800,000 | ||||||||||||||||||
Litigation charge | 3,300,000 | ||||||||||||||||||
Medtronic Litigation [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Loss contingency, settlement agreement, consideration paid | $ 45,000,000 | $ 7,500,000 | 45,000,000 | ||||||||||||||||
Litigation liability gain (loss) | 43,300,000 | 56,400,000 | |||||||||||||||||
Reduction in litigation accrual | $ (88,300,000) | ||||||||||||||||||
Litigation charge | $ 101,200,000 | ||||||||||||||||||
Number of patents assigned or licensed | patent | 12 | 9 | |||||||||||||||||
Number of patents withdrawn | patent | 3 | ||||||||||||||||||
Number of patents selected for litigation | patent | 3 | ||||||||||||||||||
Company's patents in phases of litigation | patent | 1 | ||||||||||||||||||
Loss contingency, settlement agreement, court | On May 15, 2013, the District Court granted the parties’ joint motion to dismiss claims relating to one of the three Medtronic patents pursuant to a settlement agreement, leaving two Medtronic patents remaining in the litigation. On June 11, 2013, the District Court granted the parties ongoing royalties with respect to the two Medtronic patents and the one Company patent remaining in the first phase of the case (the “June 2013 ruling”). | ||||||||||||||||||
Company's cash and investment in escrow | $ 113,300,000 | ||||||||||||||||||
Release of funds from escrow | $ 114,100,000 | 114,100,000 | |||||||||||||||||
Litigation liability | $ 101,200,000 | ||||||||||||||||||
Royalty accrual charge | 7,900,000 | ||||||||||||||||||
Unrecorded royalty damages | 700,000 | ||||||||||||||||||
Medtronic Litigation [Member] | Maximum [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Litigation accrual | 88,300,000 | ||||||||||||||||||
Medtronic Litigation [Member] | Minimum [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Litigation accrual | 45,000,000 | ||||||||||||||||||
Trademark Infringement [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Litigation liability gain (loss) | $ 2,800,000 | $ 2,800,000 | |||||||||||||||||
Company's cash and investment in escrow | $ 32,500,000 | ||||||||||||||||||
Litigation liability | 60,000,000 | $ 30,000,000 | |||||||||||||||||
Jury award | $ 60,000,000 | ||||||||||||||||||
Loss contingency, settlement agreement, consideration | $ 27,200,000 | ||||||||||||||||||
Litigation accrual | 0 | ||||||||||||||||||
Restricted cash | $ 0 | ||||||||||||||||||
Madsen Medical, Inc. Litigation [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Loss contingency, settlement agreement, court | On March 18, 2016, the trial court entered judgment in favor of MMI in the amount of $27.8 million, which amount excluded the $14.0 million disgorgement awarded by the jury. | ||||||||||||||||||
Loss contingency, estimate of possible loss | $ 0 | ||||||||||||||||||
Jury award | $ 27,800,000 | ||||||||||||||||||
Madsen Medical, Inc. Litigation [Member] | Loss Profits for Tortious Interference [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Jury award | $ 7,500,000 | ||||||||||||||||||
Madsen Medical, Inc. Litigation [Member] | Unjust Enrichment [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Jury award | 14,000,000 | ||||||||||||||||||
Madsen Medical, Inc. Litigation [Member] | Punitive Damages [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Jury award | 20,000,000 | ||||||||||||||||||
Madsen Medical, Inc. Litigation [Member] | Damages for Breach of Contract [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Jury award | $ 300,000 | ||||||||||||||||||
Madsen Medical, Inc. Litigation [Member] | Attorney Fees And Costs [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Jury award | $ 1,100,000 |
Regulatory Matters (Details Tex
Regulatory Matters (Details Textual) - OIG [Member] - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended |
Jul. 31, 2015 | Sep. 30, 2015 | |
Regulatory Asset [Line Items] | ||
Litigation charge | $ 13.8 | |
Loss contingency, settlement agreement, consideration | $ 13.5 | |
Fees and accrued interest | $ 0.3 |