Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 06, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | NUVASIVE INC | ||
Entity Central Index Key | 1,142,596 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | NUVA | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 3 | ||
Entity Common Stock, Shares Outstanding | 50,599,338 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 153,643 | $ 192,339 |
Short-term marketable securities | 165,423 | |
Accounts receivable, net of allowances of $8,912 and $5,320, respectively | 171,595 | 127,595 |
Inventory, net | 208,249 | 168,140 |
Prepaid income taxes | 31,926 | 40,540 |
Prepaid expenses and other current assets | 10,030 | 8,790 |
Total current assets | 575,443 | 702,827 |
Property and equipment, net | 181,524 | 141,441 |
Long-term marketable securities | 112,332 | |
Intangible assets, net | 291,143 | 85,076 |
Goodwill | 485,685 | 154,281 |
Deferred tax assets | 5,810 | 83,691 |
Restricted cash and investments | 7,405 | 5,615 |
Other assets | 23,794 | 17,404 |
Total assets | 1,570,804 | 1,302,667 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 77,585 | 60,986 |
Contingent consideration liabilities | 49,742 | |
Accrued payroll and related expenses | 51,000 | 37,640 |
Income tax liabilities | 2,469 | 990 |
Short-term senior convertible notes | 61,701 | |
Total current liabilities | 242,497 | 99,616 |
Long-term senior convertible notes | 564,412 | 372,920 |
Deferred and income tax liabilities, non-current | 18,607 | 8,602 |
Non-current litigation liabilities | 88,261 | |
Other long-term liabilities | 44,764 | 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 December 31, 2016 and December 31, 2015, 55,184,660 and 52,616,471 issued and outstanding at December 31, 2016 and December 31, 2015, respectively | 55 | 53 |
Additional paid-in capital | 1,010,238 | 989,387 |
Accumulated other comprehensive loss | (10,631) | (12,112) |
Accumulated deficit | (66,859) | (104,006) |
Treasury stock at cost; 4,758,828 shares and 3,316,794 shares at December 31, 2016 and December 31, 2015, respectively | (237,867) | (161,788) |
Total NuVasive, Inc. stockholders’ equity | 694,936 | 711,534 |
Non-controlling interests | 5,588 | 7,309 |
Total equity | 700,524 | 718,843 |
Total liabilities and equity | $ 1,570,804 | $ 1,302,667 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 8,912 | $ 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 | 55,184,660 | 52,616,471 |
Common stock, shares outstanding | 55,184,660 | 52,616,471 |
Treasury stock at cost, shares | 4,758,828 | 3,316,794 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Revenue | $ 962,072 | $ 811,113 | $ 762,415 |
Cost of goods sold (excluding below amortization of intangible assets) | 240,093 | 194,479 | 182,358 |
Gross profit | 721,979 | 616,634 | 580,057 |
Operating expenses: | |||
Sales, marketing and administrative | 533,624 | 457,280 | 456,700 |
Research and development | 47,999 | 35,833 | 37,486 |
Amortization of intangible assets | 42,001 | 12,516 | 13,571 |
Impairment of intangible assets | 10,708 | ||
Litigation liability (gain) loss | (43,310) | (41,826) | 30,000 |
Business transition costs | 18,138 | 13,748 | 13,448 |
Total operating expenses | 598,452 | 477,551 | 561,913 |
Interest and other expense, net: | |||
Interest income | 1,091 | 1,589 | 968 |
Interest expense | (40,520) | (29,078) | (27,911) |
Loss on repurchases of convertible notes | (19,085) | ||
Other (expense) income, net | (305) | 425 | (2,411) |
Total interest and other expense, net | (58,819) | (27,064) | (29,354) |
Income (loss) before income taxes | 64,708 | 112,019 | (11,210) |
Income tax expense | (29,282) | (46,729) | (6,286) |
Consolidated net income (loss) | 35,426 | 65,290 | (17,496) |
Add back net loss attributable to non-controlling interests | (1,721) | (1,001) | (776) |
Net income (loss) attributable to NuVasive, Inc. | $ 37,147 | $ 66,291 | $ (16,720) |
Net income (loss) per share attributable to NuVasive, Inc.: | |||
Basic | $ 0.74 | $ 1.36 | $ (0.36) |
Diluted | $ 0.69 | $ 1.26 | $ (0.36) |
Weighted average shares outstanding: | |||
Basic | 50,077 | 48,687 | 46,715 |
Diluted | 54,102 | 52,424 | 46,715 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Consolidated net income (loss) | $ 35,426 | $ 65,290 | $ (17,496) |
Other comprehensive income (loss): | |||
Unrealized gain (loss) on marketable securities, net of tax | 330 | (344) | (161) |
Translation adjustments, net of tax | 1,151 | (2,098) | (6,271) |
Other comprehensive income (loss): | 1,481 | (2,442) | (6,432) |
Total consolidated comprehensive income (loss) | 36,907 | 62,848 | (23,928) |
Net loss attributable to non-controlling interests | 1,721 | 1,001 | 776 |
Comprehensive income (loss) attributable to NuVasive, Inc. | $ 38,628 | $ 63,849 | $ (23,152) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Nuvasive, Inc. Stockholders’ Equity [Member] | Non-controlling Interest [Member] |
Beginning Balance at Dec. 31, 2013 | $ 604,878 | $ 45 | $ 769,203 | $ (3,238) | $ (170,218) | $ 595,792 | $ 9,086 | |
Beginning Balance, Shares at Dec. 31, 2013 | 44,943 | |||||||
Issuance of common stock under employee and director stock option and purchase plans | 19,572 | $ 3 | 30,106 | $ (10,537) | 19,572 | |||
Issuance of common stock under employee and director stock option and purchase plans, Shares | 2,660 | (233) | ||||||
Stock-based compensation expense | 33,687 | 33,687 | 33,687 | |||||
Tax benefits related to stock-based compensation awards | 10,988 | 10,988 | 10,988 | |||||
Issuance of common stock in connection with royalty milestone achievement | 3,161 | 3,161 | 3,161 | |||||
Issuance of common stock in connection with royalty milestone achievement, Shares | 88 | |||||||
Net income (loss) attributable to NuVasive, Inc. | (16,720) | (16,720) | (16,720) | |||||
Net loss attributable to non-controlling interests | (776) | (776) | ||||||
Other comprehensive income (loss) | (6,432) | (6,432) | (6,432) | |||||
Ending Balance at Dec. 31, 2014 | 648,358 | $ 48 | 847,145 | (9,670) | (186,938) | $ (10,537) | 640,048 | 8,310 |
Ending Balance, Shares at Dec. 31, 2014 | 47,691 | (233) | ||||||
Issuance of common stock under employee and director stock option and purchase plans | (44,812) | $ 5 | 106,434 | $ (151,251) | (44,812) | |||
Issuance of common stock under employee and director stock option and purchase plans, Shares | 4,925 | (3,083) | ||||||
Stock-based compensation expense | 25,364 | 25,364 | 25,364 | |||||
Tax benefits related to stock-based compensation awards | 10,444 | 10,444 | 10,444 | |||||
Net income (loss) attributable to NuVasive, Inc. | 66,291 | 66,291 | 66,291 | |||||
Net loss attributable to non-controlling interests | (1,001) | (1,001) | ||||||
Other comprehensive income (loss) | (2,442) | (2,442) | (2,442) | |||||
Ending Balance at Dec. 31, 2015 | 702,202 | $ 53 | 989,387 | (12,112) | (120,647) | $ (161,788) | 694,893 | 7,309 |
Ending Balance, Shares at Dec. 31, 2015 | 52,616 | (3,316) | ||||||
Adjustment for modified retrospective adoption of accounting standard | 16,641 | 16,641 | 16,641 | |||||
Stockholders Equity Including Portion Attributable To Noncontrolling Interest Adjusted Balance1 | 718,843 | (104,006) | 711,534 | |||||
Issuance of common stock under employee and director stock option and purchase plans | (15,357) | $ 2 | 60,720 | $ (76,079) | (15,357) | |||
Issuance of common stock under employee and director stock option and purchase plans, Shares | 2,480 | (1,443) | ||||||
Stock-based compensation expense | 24,981 | 24,981 | 24,981 | |||||
Tax benefits related to convertible note repurchase | 13,374 | 13,374 | 13,374 | |||||
Issuance of common stock in connection with royalty milestone achievement | 5,761 | 5,761 | 5,761 | |||||
Issuance of common stock in connection with royalty milestone achievement, Shares | 88 | |||||||
Issuance of common stock through conversion of notes payable, Shares | 1 | |||||||
Sale of warrants | 44,850 | 44,850 | 44,850 | |||||
Convertible note hedge | (111,150) | (111,150) | (111,150) | |||||
Equity component of convertible note issuance | 84,784 | 84,784 | 84,784 | |||||
Equity component of convertible note repurchase | (100,524) | (100,524) | (100,524) | |||||
Debt issuance costs attributable to convertible feature | (1,931) | (1,931) | (1,931) | |||||
Securities registration fees | (14) | (14) | (14) | |||||
Net income (loss) attributable to NuVasive, Inc. | 37,147 | 37,147 | 37,147 | |||||
Net loss attributable to non-controlling interests | (1,721) | (1,721) | ||||||
Other comprehensive income (loss) | 1,481 | 1,481 | 1,481 | |||||
Ending Balance at Dec. 31, 2016 | 700,524 | $ 55 | $ 1,010,238 | $ (10,631) | $ (66,859) | $ (237,867) | $ 694,936 | $ 5,588 |
Ending Balance, Shares at Dec. 31, 2016 | 52,616 | (3,316) | ||||||
Stockholders Equity Including Portion Attributable To Noncontrolling Interest Adjusted Balance1 | $ 700,524 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities: | |||
Consolidated net income (loss) | $ 35,426 | $ 65,290 | $ (17,496) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 102,713 | 65,915 | 65,837 |
Deferred income tax expense (benefit) | 26,265 | 34,757 | (23,231) |
Loss on repurchases of convertible notes | 19,085 | ||
Amortization of non-cash interest | 22,721 | 17,851 | 16,490 |
Stock-based compensation | 26,924 | 26,203 | 33,687 |
Impairment of intangible assets | 10,708 | ||
Reserves on current assets | 11,408 | 9,454 | 1,856 |
Other non-cash adjustments | 16,928 | 17,581 | 13,191 |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable | (33,250) | (9,463) | (18,465) |
Inventory | (22,636) | (25,984) | (21,343) |
Prepaid expenses and other current assets | (5,665) | 1,239 | (5,183) |
Accounts payable and accrued liabilities | 11,854 | 7,742 | 5,855 |
Accrued royalties | 471 | (46,092) | 12,410 |
Accrued payroll and related expenses | 8,849 | (192) | 7,179 |
Litigation liability | (88,450) | (36,270) | 30,000 |
Income taxes | 23,652 | (39,304) | 4,053 |
Net cash provided by operating activities | 156,295 | 88,727 | 115,548 |
Investing activities: | |||
Acquisition of Ellipse Technologies, net of cash acquired | (380,080) | ||
Other acquisitions and investments | (108,591) | (1,357) | (500) |
Purchases of intangible assets | (5,918) | (32,020) | |
Proceeds from sales of property and equipment | 40 | 241 | |
Purchases of property and equipment | (88,372) | (75,772) | (58,424) |
Purchases of marketable securities | (128,956) | (427,945) | (217,158) |
Proceeds from sales of marketable securities | 407,032 | 411,471 | 174,816 |
Proceeds from sales of restricted investments | 180,694 | ||
Purchases of restricted investments | (62,625) | (3,800) | |
Net cash used in investing activities | (304,885) | (7,514) | (104,825) |
Financing activities: | |||
Incremental tax benefits related to stock-based compensation awards | 15,185 | 11,896 | |
Proceeds from the issuance of common stock | 9,492 | 12,106 | 23,354 |
Payment of contingent consideration | (422) | (514) | (498) |
Purchase of treasury stock | (24,734) | (56,929) | (3,782) |
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 | (439,519) | ||
Proceeds from revolving line of credit | 50,000 | ||
Repayments on revolving line of credit | (50,000) | ||
Other financing activities | (1,834) | (192) | (693) |
Net cash provided by (used in) financing activities | 110,823 | (30,344) | 30,277 |
Effect of exchange rate changes on cash | (929) | (917) | (1,438) |
(Decrease) increase in cash and cash equivalents | (38,696) | 49,952 | 39,562 |
Cash and cash equivalents at beginning of year | 192,339 | 142,387 | 102,825 |
Cash and cash equivalents at end of year | 153,643 | 192,339 | 142,387 |
Supplemental disclosure of non-cash transactions: | |||
Intangible asset purchase | 27,389 | ||
Issuance of common stock in connection with royalty milestone achievement | 5,761 | 3,161 | |
Supplemental cash flow information: | |||
Interest paid | 13,249 | 11,069 | 11,069 |
Income taxes (refunded) paid | $ (20,499) | $ 36,303 | $ 13,640 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | 1. Organization and Significant Accounting Policies Description of Business NuVasive, Inc. (the “Company” or “NuVasive”) was incorporated in Delaware on July 21, 1997, and began commercializing its products in 2001. The Company’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. In May 2015, the Company 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 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. In July 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”). In September 2016, the Company acquired the LessRay software technology suite, which is designed to be integrated into current surgeon workflow and utilizes an algorithm to drive image registration and help surgeons and hospital staff manage radiation exposure using low-dose image quality enhancement. This technology is expected to become an integral component of the IOM service and MAS platform although, sales related to this technology are currently immaterial to the Company’s results of operations. 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, sagittal alignment products, imaging and navigation. 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 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 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 Use of Estimates To prepare financial statements in conformity with generally accepted accounting principles (“GAAP”) accepted in the United States, management must make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 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 . The Company is now assessing what impact the change in standard will have on those deliverables. 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 In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Restricted Cash In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Clarifying the Definition of a Business 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”), Revenue Recognition In accordance with the Securities and Exchange Commission’s guidance, the Company recognizes revenue when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the selling price is fixed or determinable; and (iv) collectability is reasonably assured. Specifically, revenue from the sale of implants, biologics and disposables is generally recognized upon acknowledgment of a purchase order from the hospital indicating product use or implantation or upon shipment to third-party customers who immediately accept title. Revenue from monitoring services is recognized in the period the service is performed for the amount of payment expected to be received. Revenue from the sale of instrument sets is recognized upon receipt of a purchase order and the subsequent shipment to customers who immediately accept title. Accounts Receivable and Related Valuation Accounts Accounts receivable in the accompanying Consolidated Balance Sheets are presented net of allowances for doubtful accounts. In addition, the Company establishes a reserve for estimated sales returns and price adjustments that is recorded as a reduction to revenue. This reserve is maintained to account for the future return and price adjustments of products sold in the current period. Concentration of Credit Risk and Significant Customers Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, short-term and long-term marketable securities and accounts receivable. The Company limits its exposure to credit loss by placing its cash and investments with high credit quality financial institutions. Additionally, the Company has established guidelines regarding diversification of its investments and their maturities, which are designed to maintain principal and maximize liquidity. Additionally, the Company has a diverse customer base and no single customer represented greater than ten percent of sales or accounts receivable for any of the periods presented. Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash and cash equivalents, marketable securities, restricted investments, derivatives, contingent considerations, accounts receivable, accounts payable, accrued expenses, and Senior Convertible Notes. The Company measures certain assets and liabilities in accordance with authoritative guidance which requires fair value measurements to be classified and disclosed in one of the following three categories: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the years presented. Cash and Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. Inventory Inventory consists primarily of purchased finished goods, which includes specialized implants and disposables, and is stated at the lower of cost or market determined by utilizing a standard cost method which approximates the weighted average cost. The Company reviews the components of its inventory on a periodic basis for excess and obsolescence and adjusts inventory to its net realizable value as necessary. Goodwill and Intangible Assets The Company’s goodwill represents the excess of the cost over the fair value of net assets acquired from its business combinations. The determination of the value of goodwill and intangible assets arising from business combinations and asset acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired, including capitalized Intangible assets acquired in a business combination that are used for in-process research and development activities are considered indefinite lived until the completion or abandonment of the associated research and development efforts. Upon reaching the end of the relevant research and development project, the Company will amortize the acquired IPR&D over its estimated useful life or expense the acquired in-process research and development should the research and development project be unsuccessful with no future alternative use. Goodwill and IPR&D are not amortized; however, they are assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstance warrant such a review. The goodwill or IPR&D are considered to be impaired if the Company determines that the carrying value of the reporting unit or IPR&D exceeds its respective fair value. The Company performs its goodwill impairment analysis at the reporting unit level, which aligns with the Company’s reporting structure and availability of discrete financial information. If a qualitative assessment is performed the evaluation includes management estimates of cash flow projections based on internal future projections . Key assumptions for these projections include revenue growth, future gross and operating margin growth, and its weighted cost of capital and terminal growth rates. The revenue and margin growth is based on increased sales of new and existing products as the Company maintains investments in research and development. Additional assumed value creators may include increased efficiencies from capital spending. The resulting cash flows are discounted using a weighted average cost of capital. Operating mechanisms and requirements to ensure that growth and efficiency assumptions will ultimately be realized are also considered in the evaluation, including timing and probability of regulatory approvals for Company products to be commercialized. The Company’s market capitalization is also considered as a part of its analysis. The Company’s annual evaluation for impairment of goodwill consists of two reporting units; the Progentix reporting unit and the remainder of the Company (the “primary reporting unit”). In accordance with the Company’s policy, the most recent annual evaluation for impairment as of October 1, 2016 was completed, and it was determined that no impairment existed and that no reporting unit of the Company was at risk of impairment when assessing the unit’s fair value compared to its carrying value. In addition, no indicators of impairments were noted through and consequently, no impairment charge has been recorded during the year. Intangible assets with a finite life, such as acquired technology, customer relationships, manufacturing know-how, licensed technology, supply agreements and certain trade names and trademarks, are amortized on a straight-line basis over their estimated useful life, ranging from 1 to 17 years. In determining the useful lives of intangible assets, the Company considers the expected use of the assets and the effects of obsolescence, demand, competition, anticipated technological advances, changes in surgical techniques, market influences and other economic factors. For technology based intangible assets, the Company considers the expected life cycles of products which incorporate the corresponding technology. Trademarks and trade names that are related to products are assigned lives consistent with the period in which the products bearing each brand are expected to be sold. Intangible assets with a finite life are tested for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. During the year ended December 31, 2014, the Company recorded an impairment charge of $10.7 million related to the developed technology acquired from Cervitech in 2009. The primary factors contributing to this impairment charge were the reduction in the Company revenue estimate and related decrease to estimated cash flows for the technology. See Note 2 to the Consolidated Financial Statements included in this Annual Report for further discussion on goodwill and intangible assets. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from 2 to 20 years. The Company depreciates leasehold improvements over their estimated useful lives or the term of the applicable lease, whichever is shorter. Leased property meeting certain capital lease criteria is capitalized, and the net present value of the related lease payments is recorded as a liability. Amortization of assets under capital leases is recorded using the straight-line method over the shorter of the estimated useful lives or the lease terms. The Company reviews property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset are less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset exceeds its fair value. Income Taxes The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Tax law and rate changes are reflected in income in the period such changes are enacted. The Company includes interest and penalties related to income taxes, including unrecognized tax benefits, within income tax expense. The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. Significant judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities and the valuation allowance recorded against net deferred tax assets. Deferred tax assets and liabilities are determined using the enacted tax rates in effect for the years in which those tax assets are expected to be realized. A valuation allowance is established when it is more likely than not the future realization of all or some of the deferred tax assets will not be achieved. The evaluation of the need for a valuation allowance is performed on a jurisdiction-by-jurisdiction basis, and includes a review of all available positive and negative evidence. Factors reviewed include projections of pre-tax book income for the foreseeable future, determination of cumulative pre-tax book income after permanent differences, earnings history, and reliability of forecasting. See Note 9 to the Consolidated Financial Statements included in this Annual Report for further discussion on income taxes. Loss Contingencies An estimated loss contingency is accrued and disclosed in the Company’s financial statements if it is probable or disclosed if it is reasonably possible 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 and only discloses those matters it considers material to its overall financial position. In most cases, significant judgment is required to estimate the amount and timing of a loss to be recorded. The Company is involved in a number of legal actions arising in the normal course of business. The outcomes of these legal actions are not within the Company’s complete control and may not be known for prolonged periods of time. In some actions, the claimants seek damages as well as other relief, including injunctions barring the sale of products that are the subject of the lawsuit, that could require significant expenditures or result in lost revenues. 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. See Note 11 to the Consolidated Financial Statements included in this Annual Report for further discussion on legal proceedings. 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 net of tax, unrealized gains or losses on the Company’s marketable securities and foreign currency translation adjustments. The cumulative translation adjustments included in accumulated other comprehensive loss were $10.6 million, $11.6 million, and $9.5 million at December 31, 2016, 2015, and 2014, respectively. Research and Development Research and development costs are expensed as incurred. To the extent the Company purchases research and development assets with a future alternative use the Company will capitalize and amortize the assets over its useful life. Product Shipment Costs Product shipment costs, included in sales, marketing and administrative expense in the accompanying Consolidated Statements of Operations, were $24.5 million, $21.6 million, and $23.6 million for the years ended December 31, 2016, 2015, and 2014, respectively. The majority of the Company’s shipping costs are related to the loaning of instrument sets, which are not typically 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. Business Transition Costs The Company incurs . During the year ended , the Company incurred $18.1 million of such costs, which consisted primarily of acquisition and integration activities, and $7.3 million of fair value adjustments on contingent consideration liabilities associated with the Company’s 2016 acquisitions. During the year ended December 31, 2015, the Company incurred $13.7 million of business transition costs, which included $3.0 million in and a $3.4 million charge associated with the resignation of the Company’s former Chief Executive Officer and Chairman of the Board. The $3.4 million charge includes certain severance and compensation-related charges, net of certain forfeitures of previously recognized equity-based compensation. During the year ended December 31, 2014, the Company incurred $13.4 million of business transition costs, which included $6.4 million related to the As of December 31, 2016, the total recorded liability associated with the early lease termination for the Company’s New Jersey location was $2.4 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. Stock-based Compensation Stock-based compensation expense for equity-classified awards, principally related to restricted stock units (“RSUs”) and performance restricted stock units (“PRSUs”), is measured at the grant date based on the estimated fair value of the award and is recognized over the employee’s requisite service period on an accelerated basis. The fair value of equity instruments that are expected to vest is recognized and amortized over the requisite service period. The Company has granted awards with up to five year graded or cliff vesting terms . The fair value of RSUs including PRSUs with pre-defined performance criteria pre-defined performance criteria is adjusted with the probability of achievement of such performance criteria at each period end Stock-based compensation expense is adjusted from the grant date to exclude expense for awards that are expected to be forfeited. The forfeiture estimate is adjusted as necessary through the vesting date so that full compensation cost is recognized only for awards that vest. The Company assesses the reasonableness of the estimated forfeiture rate at least annually, with any change to be made on a cumulative basis in the period the estimated forfeiture rates change. The Company considered its historical experience of pre-vesting forfeitures on awards by each homogenous group of shareowners as the basis to arrive at its estimated annual pre-vesting forfeiture rates. The Company estimates the fair value of stock options issued under its equity incentive plans and shares issued to shareowners under its employee stock purchase plan (“ESPP”) using a Black-Scholes option-pricing model on the date of grant. The Black-Scholes option-pricing model incorporates various and highly sensitive assumptions including expected volatility, expected term and risk-free interest rates. The expected volatility is based on the historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected term of the Company’s stock options and ESPP which is derived from historical experience. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield in effect at the time of grant. The Company has never declared or paid dividends and has no plans to do so in the foreseeable future . See Note 8 to the Consolidated Financial Statements included in this Annual Report for further discussion on stockholder equity and stock-based compensation. Net Income (Loss) Per Share The Company computes basic net income (loss) per share using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would be anti-dilutive. For purposes of this calculation, common stock equivalents include the Company’s stock options, unvested RSUs, including those with performance and market conditions, warrants, and the shares to be issued upon the conversion of the Senior Convertible Notes. The contingently issuable shares are included in basic net income (loss) per share as of the date that all necessary conditions have been satisfied and are included in the denominator for dilutive calculation for the entire period if such shares would be issuable as of the end of the reporting period assuming the end of the reporting period was the end of the contingency period. The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except share data) Year Ended December 31, 2016 2015 2014 Numerator: Net income (loss) available to NuVasive, Inc. $ 37,147 $ 66,291 $ (16,720 ) Denominator for basic and diluted net income (loss) per share: Weighted average common shares outstanding for basic 50,077 48,687 46,715 Dilutive potential common stock outstanding: Stock options and ESPP 314 1,089 — RSUs 1,273 1,157 — Warrants 1,297 177 — Senior Convertible Notes 1,141 1,314 — Weighted average common shares outstanding for diluted 54,102 52,424 46,715 Basic net income (loss) per share attributable to NuVasive, Inc. $ 0.74 $ 1.36 $ (0.36 ) Diluted net income (loss) per share attributable to NuVasive, Inc. $ 0.69 $ 1.26 $ (0.36 ) The following weighted outstanding common stock equivalents were not included in the calculation of net income (loss) per diluted share because their effects were anti-dilutive (in thousands) Year Ended December 31, 2016 2015 2014 Stock options, ESPP, and RSUs 912 40 8,902 Warrants 13,253 4,777 9,553 Senior Convertible Notes 7,550 — 9,553 Total 21,715 4,817 28,008 |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2016 | |
Balance Sheet Details [Abstract] | |
Balance Sheet Details | 2. Balance Sheet Details Property and Equipment, net Property and equipment, net, consisted of the following ( in thousands, except years : December 31, Useful Life 2016 2015 Instrument sets 4 $ 249,592 $ 214,893 Machinery and equipment 5 to 7 37,837 26,871 Computer equipment and software 3 to 7 71,258 55,480 Leasehold improvements 2 to 15 21,278 17,331 Furniture and fixtures 3 to 7 7,625 5,884 Building and improvements 10 to 20 16,558 10,875 Land — 541 1,288 404,689 332,622 Less: accumulated depreciation and amortization (223,165 ) (191,181 ) $ 181,524 $ 141,441 Property and equipment mainly consisted of instrument sets, which surgeons and hospitals that purchase implants, biologics and disposables for use in individual surgical procedures. Depreciation expense was $57.1 million, $49.8 million, and $52.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. At December 31, 2016 and 2015, gross assets recorded under capital leases of $1.5 million are included in machinery and equipment. Depreciation of the assets under capital leases is included in depreciation expense. The Company depreciates leasehold improvements over their estimated useful lives or the term of the applicable lease, whichever is shorter. Included in business transition costs, in the Consolidated Statements of Operations, during the year ended December 31, 2014 was $4.2 million of accelerated depreciation resulting from the Company’s consolidation of its offices located in San Diego, California into one corporate headquarters. This project commenced during the year ended December 31, 2014 and completed in 2015. As a result, certain long-lived assets, primarily leasehold improvements, were abandoned and replaced during the respective construction period. In accordance with the authoritative guidance, the Company shortened the depreciable lives of the impacted assets, which resulted in $4.2 million of accelerated depreciation, which was included in total operating expenses, during the year ended December 31, 2014, that would have otherwise been recorded in future periods. There is no impact to the Company’s Consolidated Statements of Operations over the life of the respective assets . No accelerated depreciation was recorded in 2016 or 2015. Capitalized internal-use software costs include only those direct costs associated with the actual development or acquisition of computer software for internal use, including costs associated with the design, coding, installation, and testing of the system. At December 31, 2016 and 2015, the Company had $24.2 million and $17.6 million in unamortized capitalized internal-use software costs, respectively. Amortization expense related to capitalized internal-use software costs was $7.4 million, $7.3 million and $7.7 million for the years ended December 31, 2016, 2015 and 2014, respectively. Goodwill and Intangible Assets Goodwill and intangible assets as of December 31, 2016 consisted of the following (in thousands, except years): Weighted- Average Amortization Period Gross Accumulated Intangible (in years) Amount Amortization Assets, net Intangible Assets Subject to Amortization: Developed technology 8 $ 247,148 $ (66,833 ) $ 180,315 Manufacturing know-how and trade secrets 13 20,572 (13,604 ) 6,968 Trade name and trademarks 9 25,200 (7,478 ) 17,722 Customer relationships 9 117,018 (30,880 ) 86,138 Total intangible assets subject to amortization 9 $ 409,938 $ (118,795 ) $ 291,143 Intangible Assets Not Subject to Amortization: Goodwill 485,685 Total goodwill and intangible assets, net $ 776,828 Goodwill and intangible assets as of December 31, 2015 consisted of the following (in thousands, except years): Weighted- Average Amortization Period Gross Accumulated Intangible (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 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 depending on the functional nature of the intangible, was $45.6 million, $16.1 million and $13.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. During the year ended December 31, 2016, in connection with acquisitions and other investments, the Company recorded additions to definite-lived intangible assets and goodwill of $241.3 million and $330.5 million, respectively. Goodwill recorded in business combinations is primarily attributable to synergies expected to arise after the acquisition. included in this Annual Report The changes to goodwill are comprised of the following ( in thousands ( 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 330,488 Changes resulting from foreign currency fluctuations 916 331,404 December 31, 2016 Gross goodwill 493,985 Accumulated impairment loss (8,300 ) $ 485,685 Total future amortization expense related to intangible assets subject to amortization at December 31, 2016 is set forth in the table below (in thousands): 2017 $ 48,751 2018 46,658 2019 44,973 2020 44,517 2021 42,598 Thereafter through 2026 63,646 Total future amortization expense $ 291,143 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following ( in thousands : December 31, 2016 2015 Accrued expenses $ 42,355 $ 31,187 Accounts payable 9,121 6,792 Distributor commissions payable 8,836 8,502 Other taxes payable 7,789 6,386 Royalties payable 4,877 4,454 Others 4,607 3,665 Accounts payable and accrued liabilities $ 77,585 $ 60,986 |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2016 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | 3. 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 December 31, 2016: Classified as current assets Certificates of deposit Less than 1 $ — $ — $ — $ — 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 Certificates of deposit 1 to 2 — — — — Corporate notes 1 to 2 — — — — Securities of government-sponsored entities 1 to 2 — — — — Long-term marketable securities — — — — Total marketable securities at December 31, 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 December 31, 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 currency exchange gains (losses), which includes gains and losses from derivative instruments, were $(0.3) million, $0.3 million and $(2.6) million for the years ended December 31, 2016, 2015 and 2014, respectively, and are included in other income (expense) in the Consolidated Statements of Operations. A The following table summarizes the fair values of derivative instruments at December 31, 2016 and 2015: Asset Derivatives Liability Derivatives Fair Value Fair Value Balance Sheet December 31, December 31, Balance Sheet December 31, December 31, (in thousands) Location 2016 2015 Location 2016 2015 Derivatives instruments not designated as cash flow hedges Forward exchange contracts Other current assets $ — $ 46 Other current liabilities $ 166 $ — Total derivatives $ — $ 46 $ 166 $ — The Company’s currency exposures vary, but are primarily concentrated in the pound sterling the Australian dollar, the Singapore dollar, and the yen The Company does not use derivative financial instruments for speculation or trading purposes or for activities other than risk management. The Company does not require and is not required to pledge collateral for these financial instruments and does not carry any master netting arrangements to mitigate the credit risk. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The fair values of the Company’s assets and liabilities, including cash equivalents, marketable securities, restricted investments, derivatives, and contingent considerations are measured at fair value on a recurring basis, and are determined under the fair value categories as follows ( in thousands Quoted Price in Significant Other Significant Active Market Observable Inputs Unobservable Total (Level 1) (Level 2) Inputs (Level 3) December 31, 2016: Cash Equivalents: Money market funds $ 72,866 $ 72,866 $ — $ — Corporate notes 4,551 — 4,551 — Commercial paper 21,471 — 21,471 — Securities of government-sponsored entities 5,995 — 5,995 — Total cash equivalents $ 104,883 $ 72,866 $ 32,017 $ — December 31, 2015: Cash Equivalents, Marketable Securities: 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 cash equivalents and marketable securities $ 377,671 $ 87,432 $ 290,239 $ — The carrying amounts of certain financial instruments such as cash and cash equivalents, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses, and other current liabilities as of December 31, 2016 and December 31, 2015 approximate their related fair values due to the short-term maturities of these instruments. The fair value of certain financial instruments was measured and classified within Level 1of the fair value hierarchy based on quoted prices. Certain financial instruments classified within Level 2 of the fair value hierarchy include the types of instruments that trade in markets that are not considered to be active, but are valued based on quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. To manage foreign currency exposure risks, the Company uses derivatives for activities in entities that have short-term intercompany receivables and payables denominated in a currency other than the entity’s functional currency. The fair value is based on a quoted market price (Level 1). on the hedge transactions. The fair value, based on a quoted market price (Level 1), of the Company’s outstanding Senior Convertible Notes due 2017 at December 31, 2016 and December 31, 2015 was approximately $102.7 million and $551.4 million, respectively. During the year ended December 31, 2016, the Company repurchased approximately $339.1 million in principal amount outstanding of the 2017 Notes. See Note 6 to the Consolidated Financial Statements included in this Annual Report for further discussion. to the Consolidated Financial Statements included in this Annual Report Contingent Consideration Liabilities 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, and 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 year ended December 31, 2016, the Company initially recorded additional contingent consideration liabilities of $61.2 million in connection with certain acquisitions, including $33.8 million in connection with the acquisition of the LessRay software technology suite and $18.8 million in connection with the acquisition of Ellipse Technologies. At December 31, 2016, the contingent consideration liabilities were $67.5 million, and were recorded in the Consolidated Balance Sheet commensurate with the respective payable terms. See Note 5 to the Consolidated Financial Statements included in this Annual Report The Company’s acquisition of Ellipse Technologies included a purchase price of $380.0 million and a potential milestone payment of $30.0 million payable in 2017 related to the achievement of a specific revenue target. During the quarter ended December 31, 2016, the Company received a purchase order from an organization established by certain former stockholders of Ellipse Technologies for the purchase of $4.8 million of products with their stated purpose to be donated for use in spinal deformity procedures for children in underprivileged communities. As the order complied with the Company’s standards and procedures, and the purchaser fully paid for the order in advance of shipment, the Company processed and delivered the order and recognized the revenue associated with the order during the quarter ended December 31, 2016 in accordance with ASC 605, Revenue Recognition. The milestone payment under the merger agreement, which was contingent on meeting a specific revenue target for 2016, would not have been achieved without this order. The milestone payment, in the amount of $30.0 million, will be paid pro-rata to the former stockholders of Ellipse Technologies in accordance with the merger agreement. A number of Company employees, including the CEO of NuVasive Specialized Orthopedics, were employees and stockholders of Ellipse Technologies prior to the acquisition and will receive their pro-rata share of the milestone payment. In assessing the order, the Company considered that (i) the customer is an entity established by certain former stockholders of Ellipse Technologies and (ii) the CEO of NuVasive Specialized Orthopedics, an executive officer of the Company, will receive approximately 3% of the milestone payment. The Company determined that the order did not constitute a related party transaction under ASC 850, Related Parties because none of the Company’s officers or related parties have the ability to control or significantly influence the customer The following table sets forth the changes in the estimated fair value of the Company’s liabilities measured on a recurring basis using significant unobservable inputs (Level 3) ( in thousands 2016 2015 Fair value measurement at January 1 $ — $ 644 Contingent consideration liability recorded upon acquisition 61,242 431 Change in fair value measurement 7,265 — Changes resulting from foreign currency fluctuations 126 (36 ) Contingent consideration paid or settled (1,132 ) (1,039 ) Fair value measurement at December 31 $ 67,501 $ — 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 the discounted cash flow method or cost method, on a nonrecurring basis in accordance with authoritative guidance. These include items such as nonfinancial assets and liabilities initially measured at fair value in a business combination and non-financial long-lived assets measured at fair value for an impairment assessment. In general, non-financial assets, including goodwill, intangible assets and property and equipment, are measured at fair value when there is an indication of impairment and are recorded at fair value only when any impairment is recognized. The carrying values of the Company’s capital lease obligations approximated their estimated fair value as of December 31, 2016 and 2015. The Company has obligations under certain consultancy arrangements based on achievement of specified milestones. There was no accrual as of December 31, 2016 or 2015, related to these obligations. During the years ended December 31, 2015 and 2014, the Company recognized impairment charges related to leasehold improvement write-offs associated with the lease termination for its New Jersey facility, of approximately $0.9 million and $2.2 million, respectively. The impairments are recorded in business transition costs within the total operating expenses on the Consolidated Statements of Operations. During the year ended December 31, 2014, the Company recorded an impairment charge of $10.7 million related to the developed technology acquired from Cervitech in 2009. See Note 1 to the Consolidated Financial Statements included in this Annual Report for further discussion |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 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 price allocation of the acquisition, with subsequent fair value adjustments to the contingent consideration recorded in the Consolidated Statements of Operations. See Note 4 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 the 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 241,905 Deferred tax assets 18,471 Other assets 1,868 Contingent consideration liability 18,800 Deferred tax liabilities 75,160 Other liabilities assumed 8,184 $ 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 the acquisition date 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 were recorded in the results of operations in the Consolidated Statements of Operations. The revenue-based milestone was achieved as of December 31, 2016, and the Company adjusted the fair value of the contingent consideration liability to $30.0 million in current liabilities in the Consolidated Balance Sheet which represents the full amount of the milestone obligation under the merger agreement. The Company expects to pay this milestone by April 2017. Acquisition costs of $4.0 million were recognized in business transition costs as incurred. The Company’s results of operations included the operating results of NSO, since the date of acquisition, of $57.5 million of revenue for the year ended December 31, 2016 and net income of $3.9 million for the year ended December 31, 2016 in the Consolidated Statement of Operations. The following table presents the unaudited pro forma results for the years ended December 31, 2016 and December 31, 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 unaudited 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 $26.0 million for the year ended December 31, 2015. The adjustments to cost of sales for increased fair value of acquired inventory of $(14.7) million and $14.7 million for the years ended and acquisition related expenses. Additionally, the years ended December 31, 2016 and 2015 include immaterial adjustments to revenue for deferred revenue adjustments, Years Ended December 31, 2016 2015 (in thousands, except per share amounts) (unaudited) (unaudited) Revenues $ 968,179 $ 854,673 Net income attributable to NuVasive, Inc. 38,045 11,675 Net income per share attributable to NuVasive, Inc.: Basic $ 0.76 $ 0.24 Diluted $ 0.70 $ 0.22 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 Consolidated Financial Statements during the year ended December 31, 2016. These acquisitions have been included in the 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 year ended December 31, 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. Variable Interest Entities Progentix Orthobiology, B.V. In 2009, the Company completed the purchase of forty percent (40%) of the capital stock of Progentix, a company organized under the laws of the Netherlands, from existing shareholders pursuant to a Preferred Stock Purchase Agreement for $10.0 million in cash (the “Initial Investment”). As of December 31, 2016, the Company has loaned Progentix cumulatively $5.3 million at an interest at a rate of 6% per year. The Company is not obligated to provide additional funding. Concurrently, with the Initial Investment, the Company and Progentix entered into a Distribution Agreement (as amended, the “Distribution Agreement”), whereby Progentix appointed the Company as its exclusive distributor for certain Progentix products. The Distribution Agreement is in effect for a term of ten years unless terminated earlier in accordance with its terms. In accordance with authoritative guidance, the Company has determined that Progentix is a variable interest entity (“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): December 31, 2016 2015 Total current assets $ 334 $ 353 Identifiable intangible assets, net 10,900 13,048 Goodwill 12,654 12,654 Accounts payable & accrued expenses 551 574 Deferred tax liabilities, net 880 1,496 Non-controlling interests 5,588 7,309 The following is a reconciliation of equity attributable to the non-controlling interests ( in thousands Year Ended December 31, 2016 2015 Non-controlling interests at beginning of period $ 7,309 $ 8,310 Less: Net (loss) attributable to the non-controlling interests (1,721 ) (1,001 ) Non-controlling interests at end of period $ 5,588 $ 7,309 NuVasive Clinical Services 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 results of the PCs were 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 | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Indebtedness | 6. Indebtedness The carrying values of the Company’s Senior Convertible Notes are as follows ( in thousands (in thousands) December 31, 2016 December 31, 2015 2.75% Senior Convertible Notes due 2017: Principal amount $ 63,317 $ 402,500 Unamortized debt discount (1,417 ) (25,958 ) Unamortized debt issuance costs (199 ) (3,622 ) 61,701 372,920 2.25% Senior Convertible Notes due 2021: Principal amount 650,000 — Unamortized debt discount (72,713 ) — Unamortized debt issuance costs (12,875 ) — 564,412 — Total Senior Convertible Notes $ 626,113 $ 372,920 Less Current Portion: (61,701 ) — Long-term Senior Convertible Notes $ 564,412 $ 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 year ended December 31, 2016 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 The Company used a portion of the net proceeds from the 2021 Notes offering to repurchase a portion of the 2017 Notes. The Company intends to use the remainder of the net proceeds from the 2021 Notes offering for general corporate purposes. For more details, refer to “Repurchase of Senior Convertible Notes due 2017”. 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. 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 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. Subsequently, in the fourth quarter of 2016, the Company used approximately $96.3 million of cash on hand to repurchase an additional $62.3 million in principal amount outstanding, T 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 year ended December 31, 2016 December 31, 2015 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 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 and certain material international 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. The Company is currently in compliance with the Credit Agreement covenants. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | 7. Commitments Leases The Company leases office facilities and equipment under various operating and capital lease agreements. The initial terms of these leases range from 2 year to 15 years and generally provide for periodic rent increases and renewal options. Certain leases require the Company to pay taxes, insurance and maintenance. In connection with certain operating leases, the Company has security deposits recorded and maintained as restricted cash totaling $7.2 million as of December 31, 2016. Rent expense is recognized on a straight-line basis over the term of the lease. Accordingly, rent expense recognized in excess of rent paid is reflected as a liability in the accompanying Consolidated Balance Sheets. Rent expense, including costs directly associated with the facility leases, was approximately $10.6 million, $9.3 million, and $11.5 million for the years ended December 31, 2016, 2015, and 2014, respectively. The Company’s future minimum annual lease payments under capital and operating leases, including payments for costs directly associated with the facility leases, for years ending after December 31, 2016 are as follows (in thousands): Capital Operating Leases Leases 2017 $ 630 $ 12,273 2018 580 9,398 2019 429 9,048 2020 10 8,662 2021 — 7,131 Thereafter — 11,362 Total minimum lease payments $ 1,649 $ 57,874 Less amount representing interest (200 ) Present value of obligations under capital leases 1,449 Less current portion (512 ) Long-term capital lease obligations $ 937 Licensing and Purchasing Agreements The Company is contingently obligated to make payments of up to $11.8 if specified future events occur or conditions are met specify milestone payment timelines 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 December 31, 2016, future commitments for such key executives were approximately $30.2 million. In certain circumstances, the agreements call for the acceleration of equity vesting. Those figures are not reflected in the above information. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity Common Stock There were 120,000,000 shares of common stock authorized at December 31, 2016 and 2015. Preferred Stock There are 5,000,000 shares of preferred stock authorized and none issued or outstanding at December 31, 2016 and 2015. On June 28, 2011, in connection with the issuance of the 2017 Warrants, the Company amended its Restated Certificate of Incorporation to designate 477,654 shares of the Company’s authorized preferred stock, par value $0.001 per share, as Series A Participating Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Stock will automatically convert into shares of the Company’s common stock. The holders of Series A Preferred Stock (collectively, the Preferred Holders) are entitled to receive dividends when and if declared by the Board of Directors. The preferred dividends are payable in preference and in priority to any dividends on the Company’s common stock. Shares of Series A Preferred Stock are convertible into 20 shares of common stock, subject to certain anti-dilution adjustments. Preferred Holders vote on an equivalent basis with common stockholders on an as-converted basis. The Preferred Holders are entitled to receive liquidation preferences at the rate of $648.20 per share. Liquidation payments to the Preferred Holders have priority and are made in preference to any payments to the holders of common stock. Stock-based Compensation In March 2014, the Compensation Committee (the "Compensation Committee") of the Board of Directors of the Company adopted the 2014 Equity Incentive Plan of NuVasive, Inc. (the "2014 EIP"), replacing the 2004 Amended and Restated Equity Incentive Plan (the “2004 EIP”). No further awards may be granted under the 2004 EIP; however, that plan continues to govern all awards previously issued under it (of which awards remain outstanding). The 2014 EIP provides the Company with the ability to grant various types of equity awards to its workforce (including, without limitation, restricted stock units (“RSUs”), restricted stock awards, performance awards, and deferred stock awards). The 2014 EIP also provides for the issuance of performance RSUs (“PRSUs”) to be granted subject to time- and/or performance-based vesting requirements. In addition, the award agreements under the 2014 EIP generally provide for the acceleration of 50% of the unvested equity awards of all shareowners upon a change in control and the vesting of the remaining unvested equity awards for those shareowners that are involuntarily terminated within a year of the change in control. Each of the 2004 EIP and the 2014 EIP allow for “net share settlement” of certain equity awards whereby, in lieu of (i) making cash payments in satisfaction of the exercise price owed respective to non-qualified stock option awards, or (ii) open market selling award shares to generate cash proceeds for use in satisfaction of statutory tax obligations respective to an award’s settlement or exercise, the company offsets the award shares being settled in a respective transaction by the number of shares of company stock with a value equal to the respective obligation, and, in the case of taxes, making a cash payment to the respective taxing authority on behalf of the shareowner using Company cash. The net share settlement is accounted for with the cost of any award shares that are net settled being included in treasury stock and reported as a reduction in total equity at the time of settlement. In connection with the acquisition of Ellipse Technologies in February 2016 (see Note 5 to the Consolidated Financial Statements included in this Annual Report The compensation cost that has been included in the statement of operations for the Company’s stock-based compensation plans was as follows ( in thousands) Year Ended December 31, 2016 2015 2014 Sales, marketing and administrative expense $ 25,466 $ 24,817 $ 31,514 Research and development expense 1,231 1,157 1,841 Cost of goods sold 227 229 332 Stock-based compensation expense before taxes 26,924 26,203 33,687 Related income tax benefits (10,770 ) (10,481 ) (13,475 ) Stock-based compensation expense, net of taxes $ 16,154 $ 15,722 $ 20,212 As of December 31, 2016, there was $18.5 million and $29.5 million of unrecognized compensation expense for RSUs and PRSUs, respectively, which is expected to be recognized over a weighted-average period of approximately 2.0 years and 2.6 years, respectively. In addition, as of December 31, 2016, there was $0.8 million of unrecognized compensation expense for shares expected to be issued under the ESPP which is expected to be recognized through April 2017. There was no unamortized expense for stock options as of December 31, 2016. The Company adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting to the Consolidated Financial Statements included in this Annual Report for further discussion. Restricted Stock Units The total fair value of RSUs that vested during the year ended December 31, 2016, 2015, and 2014 was $31.2 million, $39.0 million and $27.5 million, respectively. Following is a summary of RSU activity for the year ended December 31, 2016 ( in thousands, except per share amounts Weighted Average Number of Grant Date Shares Fair Value Outstanding at December 31, 2015 1,349 $ 31.82 Granted 529 46.06 Vested (627 ) 25.54 Forfeited (155 ) 36.52 Outstanding at December 31, 2016 1,096 $ 41.16 For the majority of RSUs, shares are issued on the vesting dates net of the amount of shares needed to satisfy statutory tax withholding requirements to be paid by the Company on behalf of the employees. The total shares withheld related to vested RSUs were approximately 227,000, 330,000, and 29,000 in 2016, 2015 , and 2014, respectively, and were based on the value of the awards on their vesting dates as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to the taxing authorities related to vesting RSUs were $11.4 million, $15.4 million and $1.1 million in 2016 , 2015 and 2014 , respectively. Performance-Based Restricted Stock Units The Company has granted PRSUs since 2012 for which the ultimate issuance amount is determined by the Company’s Compensation Committee upon its certification of Company performance against a pre-determined matrix, including revenue targets, total shareholder return, or earnings per share over pre-determined periods of time. Share payout levels range from 0 to 250% depending on the respective terms of an award. Based upon the company’s actual performance against the performance conditions, approximately 117,000 shares of common stock vested on each of March 1, 2013, March 1, 2014, and March 1, 2015 for PRSUs granted in 2012, and approximately 470,000 shares of common stock vested on each of February 1, 2014 and February 1, 2015 for PRSUs granted in 2013, in each case in the aggregate for all award recipients. On February 1, 2016, based upon the company’s actual performance against the performance conditions, approximately 102,000 shares of common stock vested for PRSUs granted in 2014. In 2015 and 2016, the Company granted PRSU awards with five year cliff vesting terms to its Chief Executive Officer and Vice Chairman, respectively, for which the performance criteria was not based on Company specific performance metrics, and as such, the Company recorded the award as a long-term liability as expensed over the service period. No amounts have been paid out on this award, or are expected to become due until 2020 and 2021. The total fair value of performance awards vested during 2016, 2015, and 2014 was $12.6 million, $27.1 million and $21.6 million, respectively. Following is a summary of PRSU activity for the year ended December 31, 2016 ( in thousands, except per share amounts Maximum Number Shares of Shares Eligible to be Issued Average Grant Date Fair Value Outstanding at December 31, 2015 803 1,357 $ 46.42 Awarded at target 392 651 45.11 Vested (145 ) (179 ) 39.78 Forfeited (179 ) (276 ) 44.22 Outstanding at December 31, 2016 871 1,553 $ 46.76 For the majority of PRSUs, shares are issued on the vesting dates net of the amount of shares needed to satisfy statutory tax withholding requirements to be paid by the Company on behalf of the employees. The total shares withheld related to vesting PRSUs were approximately 58,000 and 292,000 in 2016 and 2015 , respectively, and were based on the value of the awards on their vesting dates as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to the taxing authorities related to vesting PRSUs were $2.7 million and $13.5 million in 2016 and 2015 , respectively. No shares were withheld from vesting PRSUs in 2014. Stock Options The Company has not granted any stock options since 2011. The stock options previously granted are exercisable for a period of up to ten years after the date of grant. The aggregate intrinsic value of outstanding stock options at December 31, 2016 is based on the Company’s closing stock price on December 31, 2016 of $67.36. The Company received $3.0 million, $6.2 million and $17.5 million in proceeds from the exercise of stock options during the years ended December 31, 2016, 2015 and 2014, respectively. The total intrinsic value of stock options exercised was $29.0 million, $63.4 million, and $17.6 million during the years ended December 31, 2016, 2015 and 2014, respectively. There were no stock options that vested during the year ended December 31, 2016. The total fair value of stock options that vested during the year ended December 31, 2015 and 2014 was $0.3 million and $3.5 million, respectively. Following is a summary of stock option activity for the year ended December 31, 2016 under all stock plans ( in thousands, except years and per share amounts Weighted-Average Remaining Weighted Contractual Aggregate Avg. Exercise Term Intrinsic Shares Price (Years) Value Outstanding at December 31, 2015 1,970 $ 34.91 2.99 $ 37,820 Exercised (1,556 ) 34.95 Cancelled (4 ) 18.92 Outstanding at December 31, 2016 410 34.93 2.47 $ 13,292 Exercisable at December 31, 2016 410 $ 34.93 2.47 $ 13,292 Vested or expected to vest at December 31, 2016 410 $ 34.93 2.47 $ 13,292 For the majority of stock options, shares are issued on the exercise dates net of the amount of shares needed to satisfy each of the exercise price (in lieu of cash) and statutory tax withholding requirements, the latter to be paid by the Company on behalf of the employee. The total shares withheld related to exercised stock options were approximately 1,157,000, 2,461,000, and 205,000 in 2016 , 2015 , and 2014, respectively, and were based on the value of the stock options on their exercise dates as determined by the Company’s closing stock price. Total cash payments for the employees’ tax obligations to the taxing authorities related to exercised stock options were $10.7 million, $28.0 million, and $2.7 million, in 2016, 2015 , and 2014, respectively. Employee Stock Purchase Plan The NuVasive, Inc. 2004 Amended and Restated Employee Stock Purchase Plan (the “ESPP”), provides eligible employees with a means of acquiring equity in the Company at a discounted purchase price using their own accumulated payroll deductions. Under the terms of the ESPP, employees can elect to have up to 15% of their annual compensation, up to a maximum of $21,250 per year, withheld to purchase shares of Company common stock for a purchase price equal to 209,000 The weighted average assumptions used to estimate the fair value of stock options granted and stock purchase rights under the ESPP are as follows: Year Ended December 31, 2016 2015 2014 ESPP Volatility 29 % 40 % 46 % Expected term (years) 0.5 1.2 1.3 Risk free interest rate 0.4 % 0.2 % 0.2 % Expected dividend yield — % — % — % Common Stock Reserved for Future Issuance The following table summarizes common shares reserved for issuance on exercise or conversion at December 31, 2016 (in thousands) Issued and outstanding stock options 410 Issued and outstanding RSUs and PRSUs 2,150 Available for issuance under the ESPP 1,398 Available for future grant 4,383 2017 Notes 1,954 2017 Warrants 19,106 2021 Notes 14,396 2021 Warrants 32,596 Total shares reserved for future issuance 76,393 Pursuant to the terms of the 2014 EIP, shares subject to awards granted under the 2004 EIP may be utilized for future grants of awards under the 2014 EIP, to the extent such awards are terminated, cancelled or they expire, or shares subject thereto are withheld to cover taxes. During the year ended December 31, 2016, the Company filed a registration statement with the Securities and Exchange Commission with respect to 2.2 million of such shares for future issuance under the 2014 EIP. These shares are reflected in the number of shares available for future grants. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes Total income (loss) before income taxes summarized by region for the years ended December 31 is as follows (in thousands): Year Ended December 31, 2016 2015 2014 United States $ 77,538 $ 128,489 $ 11,462 Foreign (12,830 ) (16,470 ) (22,672 ) Total income (loss) before income taxes $ 64,708 $ 112,019 $ (11,210 ) The income tax provision (benefit) for the years ended December 31 consists of the following ( in thousands Year Ended December 31, 2016 2015 2014 Current: Federal $ (14,837 ) $ 1,480 $ 32,387 State 1,283 178 3,359 Foreign 2,350 2,090 2,259 Total current provision (11,204 ) 3,748 38,005 Deferred: Federal 40,338 42,719 (28,604 ) State 1,453 4,433 (2,296 ) Foreign (2,583 ) (698 ) (1,528 ) Total deferred provision 39,208 46,454 (32,428 ) Changes in tax rate (216 ) 266 (84 ) Changes in valuation allowance 1,494 (3,739 ) 793 Total provision $ 29,282 $ 46,729 $ 6,286 The differences between the income tax provision at the United States federal statutory tax rate and the Company’s effective tax rate for the years ended December 31 are the following ( in thousands Year Ended December 31, 2016 2015 2014 Tax provision at federal statutory rate $ 22,648 $ 39,207 $ (3,923 ) Globalization initiative 6,290 9,039 9,244 Acquisition related charges 5,167 — — State income tax 3,243 4,264 827 Valuation allowance 1,494 (3,739 ) 793 Income tax reserves 759 2,301 657 Compensation expense (8,013 ) (2,115 ) 1,428 Income tax credits and incentives (3,426 ) (1,754 ) (2,198 ) Non-deductible meals and entertainment 1,013 638 521 Foreign earnings taxed as non-United States rates 605 (494 ) (199 ) Other (498 ) (618 ) (864 ) Total provision $ 29,282 $ 46,729 $ 6,286 Significant components of the Company’s deferred tax assets and liabilities at December 31 are composed of the following ( in thousands December 31, 2016 2015 Deferred tax assets: Litigation and related accrual $ — $ 34,054 Share-based compensation 18,227 23,641 Inventory 16,324 13,344 Net operating loss carryforwards 9,976 3,484 General business and other credit carryforwards 21,215 5,425 Deferred rent 4,347 5,154 Original issue discount 8,817 — Other 20,589 14,739 Gross deferred tax assets 99,495 99,841 Less valuation allowance (10,544 ) (7,290 ) Net deferred tax assets 88,951 92,551 Deferred tax liabilities: Depreciation (29,888 ) (24,361 ) Original issue discount — (1,090 ) Acquired intangibles (69,428 ) (295 ) Other (1,687 ) (1,278 ) Total deferred tax liabilities (101,003 ) (27,024 ) Consolidated net deferred tax (liabilities) assets $ (12,052 ) $ 65,527 Add deferred tax liability, net, attributable to non-controlling interests 528 897 Net deferred tax (liabilities) assets $ (11,524 ) $ 66,424 The following table summarizes the activity related to the Company’s unrecognized tax benefits ( in thousands Year Ended December 31, 2016 2015 2014 Gross unrecognized tax benefits at January 1 $ 12,448 $ 12,372 $ 4,504 Increases in tax positions for prior years 1,716 2,614 5,294 Decreases in tax positions for prior years (270 ) (3,156 ) — Increases in tax positions for current year relating to ongoing operations 6,205 618 2,574 Increases in tax positions for current year relating to acquisitions 3,223 — — Gross unrecognized tax benefits at December 31 $ 23,322 $ 12,448 $ 12,372 Included in the gross uncertain tax benefits balance at December 31, 2016 are $0.4 million of tax deductions for which there is uncertainty only regarding the timing of the tax benefit. In the event these deductions are deferred to a later period, it would accelerate the payment of cash to the taxing authority. Other than potential interest and penalties, such deferral would have no impact on tax expense. At December 31, 2016, 2015, and 2014, $12.5 million, $7.2 million, and $7.2 million, respectively, of the Company’s total unrecognized tax benefits, if recognized, would affect the effective income tax rate. In accordance with the disclosure requirements as described in ASC Topic 740, Income Taxes 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. The undistributed earnings of the Company’s foreign subsidiaries as of December 31, 2016 are immaterial. In the event the Company is required to repatriate funds from outside of the United States, such repatriation would not generate additional United States tax liabilities, but could be subject to local laws and customs generating immaterial tax consequences in the subsidiaries’ jurisdictions. At December 31, 2016, the Company had $42.7 million, $106.0 million and $8.6 million of federal, state and foreign net operating loss carryforwards, respectively, which will begin to expire in 2018, 2017, and 2018, respectively. Reserves of $52.7 million are recorded against California net operating losses of $52.7 million due to uncertainty surrounding their realization. There were also federal and California income tax credit carryforwards of $18.2 million and $16.2 million, respectively. The federal credits will begin to expire in 2020. The California credits can be carried forward indefinitely. Reserves of $16.2 million are recorded against the California credits due to uncertainty surrounding their realization. Due to the “change of ownership” provision of the Tax Reform Act of 1986, utilization of the Company’s net operating loss and credit carryforwards may be subject to an annual limitation against taxable income in future periods. As a result of any future ownership changes, the annual limitation of loss and credit carryforwards may cause them to expire before ultimately becoming available to reduce future income tax liabilities. |
Business Segment, Product, and
Business Segment, Product, and Geographic Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Business Segment, Product and Geographic Information | 10. 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 and investments are managed and evaluated by the chief operating decision maker (“CODM”) as well as the lack of availability of discrete financial information at a lower level. The Company’s CODM reviews revenue at the product line offering level, and manufacturing, operating income and expenses, and net income at the Company wide level to allocate resources and assess the Company’s overall performance. The Company shares common, centralized support functions, including finance, human resources, legal, information technology, and corporate marketing, all of which report directly to the CODM. Accordingly, decision-making regarding the Company’s overall operating performance and allocation of Company resources is assessed on a consolidated basis. As such, the Company operates as one reporting segment. The Company has disclosed the revenues for each of its product line offerings to provide the reader of the financial statements transparency into the operations of the Company. The Company reports 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 (in thousands ) Year Ended December 31, 2016 2015 2014 Spinal Hardware $ 674,057 $ 559,388 $ 522,683 Surgical Support 288,015 251,725 239,732 Total Revenue $ 962,072 $ 811,113 $ 762,415 Revenue and property and equipment, net, by geographic area were as follows (in thousands ) Revenue Property Year Ended December 31, December 31, 2016 2015 2014 2016 2015 United States $ 831,718 $ 714,768 $ 667,850 $ 148,227 $ 113,037 International (excludes Puerto Rico) 130,354 96,345 94,565 33,297 28,404 Total $ 962,072 $ 811,113 $ 762,415 $ 181,524 $ 141,441 |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 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 year December 31, 2016, the Company settled 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. During the year ended December 31 2015, the Company had a gain of $56.4 million related to a litigation accrual change resulting from the legal proceedings in the first phase of the Medtronic litigation whereby the damages awarded by the jury was overturned, and a gain of $2.8 million in litigation accrual change related to settlement of the NeuroVision trademark litigation. These amounts were 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 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 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 (the “Medtronic Litigation”), alleging that certain of the Company’s products or methods, including the XLIF procedure, infringe, or contribute to the infringement of, various U.S. patents assigned or licensed to Medtronic. The Company brought counterclaims against Medtronic alleging infringement of certain of the Company’s patents. On July 13, 2016, the Company entered into a settlement and patent license agreement (the “2016 Settlement Agreement”) with Medtronic to settle the Medtronic Litigation. The Company no longer has any remaining liability or restricted cash related to this matter. The Medtronic Litigation was administratively broken into three phases. The initial trial on the first phase of the case concluded in September 2011 in the U.S. District Court for the Southern District of California (the “District Court”), and a jury delivered an unfavorable verdict against the Company with respect to certain Medtronic patents and a favorable verdict with respect to one $101.2 million Both parties appealed the verdict, and the Company entered into an escrow arrangement and transferred $113.3 million of cash into a restricted escrow account in March 2012 to secure the amount of judgment, plus prejudgment interest, during pendency of the appeal. In March 2015, the U.S. Court of Appeals for the Federal Circuit issued a decision upholding the jury’s findings of liability as to all patents, but overturning the damage award against the Company as improper (the “Court of Appeals Decision”). The case was remanded back to the District Court for further proceedings and a retrial to determine a proper damages award. As a result of the Court of Appeals Decision, the parties agreed to release all of the escrow funds related to this matter back to the Company. During the year ended December 31, 2015, the Company transferred all of the funds in escrow related to this matter, approximately $114.1 million, from long-term restricted cash and investments into its unrestricted investment accounts. In March 2015, the Company sought reexamination of certain claims of one of the Medtronic patents at issue and for which the Company was found to have infringed. On June 15, 2016, the District Court stayed remand proceedings and retrial of this first phase of the case pending the reexamination. The second phase of the case involved one Medtronic cervical plate patent. In April 2013, the Company and Medtronic entered into a settlement agreement fully resolving the second phase of the case. As part of the settlement, the Company received a license to practice various patent families that collectively represent a 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 The third phase of the case involved Medtronic filing additional patent claims in the U.S. District Court for the Northern District of Indiana in August 2012 alleging that certain Company spinal implants (including its CoRoent XL family of spinal implants), the Company’s Osteocel Plus bone graft product, and the Company’s XLIF procedure and use of MaXcess IV retractor during the XLIF procedure infringe several Medtronic patents. Under the terms of the 2016 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 year ended December 31, 2016. Pursuant to the 2016 Settlement Agreement, the parties granted each other irrevocable, worldwide, nonexclusive, paid-up, royalty-free licenses to practice certain of their respective patents as to certain of their respective existing product lines, subject to specified exceptions and limitations. The 2016 Settlement Agreement also provides that, subject to certain limitations and exceptions, and for a period of seven years, neither party will assert against the other certain claims for patent infringement (generally claims related to spinal implants and related instruments, biologics and neuromonitoring) other than through a specified dispute resolution process, with the right to thereafter pursue claims outside that process subject to certain limitations and exceptions. Further, Medtronic has agreed that, for a period of five years, and subject to limitations and exceptions, it will not assert against the Company certain other claims for patent infringement other than through a specified dispute resolution process, with the right to thereafter pursue claims outside that process subject to certain limitations and exceptions. Trademark Infringement Litigation On September 25, 2009, Neurovision Medical Products, Inc. (“NMP”) filed a lawsuit against the Company in the U.S. District Court for the Central District of California (the “Central District Court”) 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 judgment was reversed and vacated on appeal, and a new trial was conducted in the Central 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 Central 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 Company answered the complaint on August 25, 2016, and discovery is proceeding. Plaintiffs filed motions for class certification on October 28, 2016 and the Company’s opposition papers were filed on January 9, 2017. Trial has been set for December 18, 2017. At December 31, 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 Company demurred to the complaint on December 16, 2016 and the plaintiff filed an opposition on January 6, 2017. At December 31, 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 the judgment will be vacated on appeal, and accordingly, at 31, 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 | 12 Months Ended |
Dec. 31, 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. In April 2015, the Company announced that it had reached an agreement in principle with the U.S. Department of Justice (“DOJ”) to settle this matter, and in July 2015, the Company entered into a definitive settlement agreement. Under the terms of the agreement, the Company agreed to pay $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 is included in the Consolidated Statements of Operations during the year ended December 31, 2015, and funded the $13.8 million settlement during the year ended December 31, 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 December 31, 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. |
Quarterly Data (unaudited)
Quarterly Data (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Data (unaudited) | 13. Quarterly Data (unaudited) The following quarterly financial data, in the opinion of management, reflects all adjustments, consisting of normal recurring adjustments necessary, for a fair presentation of results for the periods presented (in thousands, except per share amounts): Year Ended December 31, 2016 (1) First Quarter (2)(3) Second Quarter (4) Third Quarter Fourth Quarter (3)(5) Revenue $ 215,104 $ 236,210 $ 239,649 $ 271,109 Gross profit 160,878 176,465 180,453 204,183 Consolidated net (loss) income (3,825 ) 29,790 3,495 5,966 Net (loss) income attributable to NuVasive, Inc. (3,368 ) 30,213 3,926 6,376 Basic net (loss) income per common share attributable to NuVasive, Inc. (0.07 ) 0.60 0.08 0.13 Diluted net (loss) income per common share attributable to NuVasive, Inc. (0.07 ) 0.57 0.07 0.11 Year Ended December 31, 2015 First Quarter (6) Second Quarter Third Quarter Fourth Quarter Revenue $ 192,383 $ 202,910 $ 200,538 $ 215,282 Gross profit 146,719 154,495 151,371 164,049 Consolidated net income 31,397 10,040 12,750 11,103 Net income attributable to NuVasive, Inc. 31,560 10,268 12,960 11,503 Basic net income per common share attributable to NuVasive, Inc. 0.66 0.21 0.26 0.23 Diluted net income per common share attributable to NuVasive, Inc. 0.61 0.20 0.24 0.22 (1) The unaudited quarterly financial data set forth for the year ended December 31, 2016 includes the operations and results of Ellipse Technologies, BNN Holdings and the Company’s other acquisitions from their respective dates of acquisition. See Note 5 to the Consolidated Financial Statements included in this Annual Report for further discussion. (2) The Company elected to early adopt ASU 2016-09 in the second quarter of 2016. As a result, the Company recorded a retrospective adjustment to the previously reported first quarter 2016 provision for income taxes of approximately $ million for the recognition of excess tax benefits in the provision for income taxes rather than additional paid-in capital and a decrease in net loss per share of $0.11 for the three months ended March 31, 2016 See Note 1 to the Consolidated Financial Statements included in this Annual Report for further discussion. (3) Consolidated financial results include losses from repurchases of Senior Convertible Notes due 2017 of $17.4 million and $1.7 million in the first and fourth quarters of fiscal year 2016, respectively. (4) Consolidated financial results include a litigation liability gain of $43.3 million in connection with the settlement of all outstanding litigation matters with Medtronic. (5) Consolidated financial results include a purchase order for $4.8 million from an organization established by certain former stockholders of Ellipse Technologies. See Note 4 to the Consolidated Financial Statements included in this Annual Report for further discussion on the purchase order. (6) Consolidated financial results include a litigation liability gain of $56.4 million stemming from a favorable appeal in the first phase of the Medtronic litigation, and a litigation liability loss of $13.8 million in connection with the OIG investigation. |
Organization and Significant 21
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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. In May 2015, the Company 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 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. In July 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”). In September 2016, the Company acquired the LessRay software technology suite, which is designed to be integrated into current surgeon workflow and utilizes an algorithm to drive image registration and help surgeons and hospital staff manage radiation exposure using low-dose image quality enhancement. This technology is expected to become an integral component of the IOM service and MAS platform although, sales related to this technology are currently immaterial to the Company’s results of operations. 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, sagittal alignment products, imaging and navigation. 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 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 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 |
Use of Estimates | Use of Estimates To prepare financial statements in conformity with generally accepted accounting principles (“GAAP”) accepted in the United States, management must make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
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 . The Company is now assessing what impact the change in standard will have on those deliverables. 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 In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Restricted Cash In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Clarifying the Definition of a Business 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”), |
Revenue Recognition | Revenue Recognition In accordance with the Securities and Exchange Commission’s guidance, the Company recognizes revenue when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the selling price is fixed or determinable; and (iv) collectability is reasonably assured. Specifically, revenue from the sale of implants, biologics and disposables is generally recognized upon acknowledgment of a purchase order from the hospital indicating product use or implantation or upon shipment to third-party customers who immediately accept title. Revenue from monitoring services is recognized in the period the service is performed for the amount of payment expected to be received. Revenue from the sale of instrument sets is recognized upon receipt of a purchase order and the subsequent shipment to customers who immediately accept title. |
Accounts Receivable and Related Valuation Accounts | Accounts Receivable and Related Valuation Accounts Accounts receivable in the accompanying Consolidated Balance Sheets are presented net of allowances for doubtful accounts. In addition, the Company establishes a reserve for estimated sales returns and price adjustments that is recorded as a reduction to revenue. This reserve is maintained to account for the future return and price adjustments of products sold in the current period. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, short-term and long-term marketable securities and accounts receivable. The Company limits its exposure to credit loss by placing its cash and investments with high credit quality financial institutions. Additionally, the Company has established guidelines regarding diversification of its investments and their maturities, which are designed to maintain principal and maximize liquidity. Additionally, the Company has a diverse customer base and no single customer represented greater than ten percent of sales or accounts receivable for any of the periods presented. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash and cash equivalents, marketable securities, restricted investments, derivatives, contingent considerations, accounts receivable, accounts payable, accrued expenses, and Senior Convertible Notes. The Company measures certain assets and liabilities in accordance with authoritative guidance which requires fair value measurements to be classified and disclosed in one of the following three categories: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the years presented. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. |
Inventory | Inventory Inventory consists primarily of purchased finished goods, which includes specialized implants and disposables, and is stated at the lower of cost or market determined by utilizing a standard cost method which approximates the weighted average cost. The Company reviews the components of its inventory on a periodic basis for excess and obsolescence and adjusts inventory to its net realizable value as necessary. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company’s goodwill represents the excess of the cost over the fair value of net assets acquired from its business combinations. The determination of the value of goodwill and intangible assets arising from business combinations and asset acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired, including capitalized Intangible assets acquired in a business combination that are used for in-process research and development activities are considered indefinite lived until the completion or abandonment of the associated research and development efforts. Upon reaching the end of the relevant research and development project, the Company will amortize the acquired IPR&D over its estimated useful life or expense the acquired in-process research and development should the research and development project be unsuccessful with no future alternative use. Goodwill and IPR&D are not amortized; however, they are assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstance warrant such a review. The goodwill or IPR&D are considered to be impaired if the Company determines that the carrying value of the reporting unit or IPR&D exceeds its respective fair value. The Company performs its goodwill impairment analysis at the reporting unit level, which aligns with the Company’s reporting structure and availability of discrete financial information. If a qualitative assessment is performed the evaluation includes management estimates of cash flow projections based on internal future projections . Key assumptions for these projections include revenue growth, future gross and operating margin growth, and its weighted cost of capital and terminal growth rates. The revenue and margin growth is based on increased sales of new and existing products as the Company maintains investments in research and development. Additional assumed value creators may include increased efficiencies from capital spending. The resulting cash flows are discounted using a weighted average cost of capital. Operating mechanisms and requirements to ensure that growth and efficiency assumptions will ultimately be realized are also considered in the evaluation, including timing and probability of regulatory approvals for Company products to be commercialized. The Company’s market capitalization is also considered as a part of its analysis. The Company’s annual evaluation for impairment of goodwill consists of two reporting units; the Progentix reporting unit and the remainder of the Company (the “primary reporting unit”). In accordance with the Company’s policy, the most recent annual evaluation for impairment as of October 1, 2016 was completed, and it was determined that no impairment existed and that no reporting unit of the Company was at risk of impairment when assessing the unit’s fair value compared to its carrying value. In addition, no indicators of impairments were noted through and consequently, no impairment charge has been recorded during the year. Intangible assets with a finite life, such as acquired technology, customer relationships, manufacturing know-how, licensed technology, supply agreements and certain trade names and trademarks, are amortized on a straight-line basis over their estimated useful life, ranging from 1 to 17 years. In determining the useful lives of intangible assets, the Company considers the expected use of the assets and the effects of obsolescence, demand, competition, anticipated technological advances, changes in surgical techniques, market influences and other economic factors. For technology based intangible assets, the Company considers the expected life cycles of products which incorporate the corresponding technology. Trademarks and trade names that are related to products are assigned lives consistent with the period in which the products bearing each brand are expected to be sold. Intangible assets with a finite life are tested for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. During the year ended December 31, 2014, the Company recorded an impairment charge of $10.7 million related to the developed technology acquired from Cervitech in 2009. The primary factors contributing to this impairment charge were the reduction in the Company revenue estimate and related decrease to estimated cash flows for the technology. See Note 2 to the Consolidated Financial Statements included in this Annual Report for further discussion on goodwill and intangible assets. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from 2 to 20 years. The Company depreciates leasehold improvements over their estimated useful lives or the term of the applicable lease, whichever is shorter. Leased property meeting certain capital lease criteria is capitalized, and the net present value of the related lease payments is recorded as a liability. Amortization of assets under capital leases is recorded using the straight-line method over the shorter of the estimated useful lives or the lease terms. The Company reviews property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset are less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset exceeds its fair value. |
Income Taxes | Income Taxes The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Tax law and rate changes are reflected in income in the period such changes are enacted. The Company includes interest and penalties related to income taxes, including unrecognized tax benefits, within income tax expense. The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. Significant judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities and the valuation allowance recorded against net deferred tax assets. Deferred tax assets and liabilities are determined using the enacted tax rates in effect for the years in which those tax assets are expected to be realized. A valuation allowance is established when it is more likely than not the future realization of all or some of the deferred tax assets will not be achieved. The evaluation of the need for a valuation allowance is performed on a jurisdiction-by-jurisdiction basis, and includes a review of all available positive and negative evidence. Factors reviewed include projections of pre-tax book income for the foreseeable future, determination of cumulative pre-tax book income after permanent differences, earnings history, and reliability of forecasting. See Note 9 to the Consolidated Financial Statements included in this Annual Report for further discussion on income taxes. |
Loss Contingencies | Loss Contingencies An estimated loss contingency is accrued and disclosed in the Company’s financial statements if it is probable or disclosed if it is reasonably possible 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 and only discloses those matters it considers material to its overall financial position. In most cases, significant judgment is required to estimate the amount and timing of a loss to be recorded. The Company is involved in a number of legal actions arising in the normal course of business. The outcomes of these legal actions are not within the Company’s complete control and may not be known for prolonged periods of time. In some actions, the claimants seek damages as well as other relief, including injunctions barring the sale of products that are the subject of the lawsuit, that could require significant expenditures or result in lost revenues. 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. See Note 11 to the Consolidated Financial Statements included in this Annual Report for further discussion on legal proceedings. |
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 net of tax, unrealized gains or losses on the Company’s marketable securities and foreign currency translation adjustments. The cumulative translation adjustments included in accumulated other comprehensive loss were $10.6 million, $11.6 million, and $9.5 million at December 31, 2016, 2015, and 2014, respectively. |
Research and Development | Research and Development Research and development costs are expensed as incurred. To the extent the Company purchases research and development assets with a future alternative use the Company will capitalize and amortize the assets over its useful life. |
Product Shipment Costs | Product Shipment Costs Product shipment costs, included in sales, marketing and administrative expense in the accompanying Consolidated Statements of Operations, were $24.5 million, $21.6 million, and $23.6 million for the years ended December 31, 2016, 2015, and 2014, respectively. The majority of the Company’s shipping costs are related to the loaning of instrument sets, which are not typically 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. |
Business Transition Costs | Business Transition Costs The Company incurs . During the year ended , the Company incurred $18.1 million of such costs, which consisted primarily of acquisition and integration activities, and $7.3 million of fair value adjustments on contingent consideration liabilities associated with the Company’s 2016 acquisitions. During the year ended December 31, 2015, the Company incurred $13.7 million of business transition costs, which included $3.0 million in and a $3.4 million charge associated with the resignation of the Company’s former Chief Executive Officer and Chairman of the Board. The $3.4 million charge includes certain severance and compensation-related charges, net of certain forfeitures of previously recognized equity-based compensation. During the year ended December 31, 2014, the Company incurred $13.4 million of business transition costs, which included $6.4 million related to the As of December 31, 2016, the total recorded liability associated with the early lease termination for the Company’s New Jersey location was $2.4 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. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation expense for equity-classified awards, principally related to restricted stock units (“RSUs”) and performance restricted stock units (“PRSUs”), is measured at the grant date based on the estimated fair value of the award and is recognized over the employee’s requisite service period on an accelerated basis. The fair value of equity instruments that are expected to vest is recognized and amortized over the requisite service period. The Company has granted awards with up to five year graded or cliff vesting terms . The fair value of RSUs including PRSUs with pre-defined performance criteria pre-defined performance criteria is adjusted with the probability of achievement of such performance criteria at each period end Stock-based compensation expense is adjusted from the grant date to exclude expense for awards that are expected to be forfeited. The forfeiture estimate is adjusted as necessary through the vesting date so that full compensation cost is recognized only for awards that vest. The Company assesses the reasonableness of the estimated forfeiture rate at least annually, with any change to be made on a cumulative basis in the period the estimated forfeiture rates change. The Company considered its historical experience of pre-vesting forfeitures on awards by each homogenous group of shareowners as the basis to arrive at its estimated annual pre-vesting forfeiture rates. The Company estimates the fair value of stock options issued under its equity incentive plans and shares issued to shareowners under its employee stock purchase plan (“ESPP”) using a Black-Scholes option-pricing model on the date of grant. The Black-Scholes option-pricing model incorporates various and highly sensitive assumptions including expected volatility, expected term and risk-free interest rates. The expected volatility is based on the historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected term of the Company’s stock options and ESPP which is derived from historical experience. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield in effect at the time of grant. The Company has never declared or paid dividends and has no plans to do so in the foreseeable future . See Note 8 to the Consolidated Financial Statements included in this Annual Report for further discussion on stockholder equity and stock-based compensation. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company computes basic net income (loss) per share using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would be anti-dilutive. For purposes of this calculation, common stock equivalents include the Company’s stock options, unvested RSUs, including those with performance and market conditions, warrants, and the shares to be issued upon the conversion of the Senior Convertible Notes. The contingently issuable shares are included in basic net income (loss) per share as of the date that all necessary conditions have been satisfied and are included in the denominator for dilutive calculation for the entire period if such shares would be issuable as of the end of the reporting period assuming the end of the reporting period was the end of the contingency period. The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except share data) Year Ended December 31, 2016 2015 2014 Numerator: Net income (loss) available to NuVasive, Inc. $ 37,147 $ 66,291 $ (16,720 ) Denominator for basic and diluted net income (loss) per share: Weighted average common shares outstanding for basic 50,077 48,687 46,715 Dilutive potential common stock outstanding: Stock options and ESPP 314 1,089 — RSUs 1,273 1,157 — Warrants 1,297 177 — Senior Convertible Notes 1,141 1,314 — Weighted average common shares outstanding for diluted 54,102 52,424 46,715 Basic net income (loss) per share attributable to NuVasive, Inc. $ 0.74 $ 1.36 $ (0.36 ) Diluted net income (loss) per share attributable to NuVasive, Inc. $ 0.69 $ 1.26 $ (0.36 ) The following weighted outstanding common stock equivalents were not included in the calculation of net income (loss) per diluted share because their effects were anti-dilutive (in thousands) Year Ended December 31, 2016 2015 2014 Stock options, ESPP, and RSUs 912 40 8,902 Warrants 13,253 4,777 9,553 Senior Convertible Notes 7,550 — 9,553 Total 21,715 4,817 28,008 |
Organization and Significant 22
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Computation of Basic and Diluted Earnings (Loss) Per Share | The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except share data) Year Ended December 31, 2016 2015 2014 Numerator: Net income (loss) available to NuVasive, Inc. $ 37,147 $ 66,291 $ (16,720 ) Denominator for basic and diluted net income (loss) per share: Weighted average common shares outstanding for basic 50,077 48,687 46,715 Dilutive potential common stock outstanding: Stock options and ESPP 314 1,089 — RSUs 1,273 1,157 — Warrants 1,297 177 — Senior Convertible Notes 1,141 1,314 — Weighted average common shares outstanding for diluted 54,102 52,424 46,715 Basic net income (loss) per share attributable to NuVasive, Inc. $ 0.74 $ 1.36 $ (0.36 ) Diluted net income (loss) per share attributable to NuVasive, Inc. $ 0.69 $ 1.26 $ (0.36 ) |
Anti-dilutive Common Stock Equivalents Not Included in Calculation of Net Income (Loss) Per Diluted Share | The following weighted outstanding common stock equivalents were not included in the calculation of net income (loss) per diluted share because their effects were anti-dilutive (in thousands) Year Ended December 31, 2016 2015 2014 Stock options, ESPP, and RSUs 912 40 8,902 Warrants 13,253 4,777 9,553 Senior Convertible Notes 7,550 — 9,553 Total 21,715 4,817 28,008 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Balance Sheet Details [Abstract] | |
Property and Equipment Net | Property and Equipment, net Property and equipment, net, consisted of the following ( in thousands, except years : December 31, Useful Life 2016 2015 Instrument sets 4 $ 249,592 $ 214,893 Machinery and equipment 5 to 7 37,837 26,871 Computer equipment and software 3 to 7 71,258 55,480 Leasehold improvements 2 to 15 21,278 17,331 Furniture and fixtures 3 to 7 7,625 5,884 Building and improvements 10 to 20 16,558 10,875 Land — 541 1,288 404,689 332,622 Less: accumulated depreciation and amortization (223,165 ) (191,181 ) $ 181,524 $ 141,441 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and intangible assets as of December 31, 2016 consisted of the following (in thousands, except years): Weighted- Average Amortization Period Gross Accumulated Intangible (in years) Amount Amortization Assets, net Intangible Assets Subject to Amortization: Developed technology 8 $ 247,148 $ (66,833 ) $ 180,315 Manufacturing know-how and trade secrets 13 20,572 (13,604 ) 6,968 Trade name and trademarks 9 25,200 (7,478 ) 17,722 Customer relationships 9 117,018 (30,880 ) 86,138 Total intangible assets subject to amortization 9 $ 409,938 $ (118,795 ) $ 291,143 Intangible Assets Not Subject to Amortization: Goodwill 485,685 Total goodwill and intangible assets, net $ 776,828 Goodwill and intangible assets as of December 31, 2015 consisted of the following (in thousands, except years): Weighted- Average Amortization Period Gross Accumulated Intangible (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 |
Changes to Goodwill | The changes to goodwill are comprised of the following ( in thousands ( 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 330,488 Changes resulting from foreign currency fluctuations 916 331,404 December 31, 2016 Gross goodwill 493,985 Accumulated impairment loss (8,300 ) $ 485,685 |
Future Amortization Expense Related to Intangible Assets | Total future amortization expense related to intangible assets subject to amortization at December 31, 2016 is set forth in the table below (in thousands): 2017 $ 48,751 2018 46,658 2019 44,973 2020 44,517 2021 42,598 Thereafter through 2026 63,646 Total future amortization expense $ 291,143 |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following ( in thousands : December 31, 2016 2015 Accrued expenses $ 42,355 $ 31,187 Accounts payable 9,121 6,792 Distributor commissions payable 8,836 8,502 Other taxes payable 7,789 6,386 Royalties payable 4,877 4,454 Others 4,607 3,665 Accounts payable and accrued liabilities $ 77,585 $ 60,986 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments Debt And Equity Securities [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 December 31, 2016: Classified as current assets Certificates of deposit Less than 1 $ — $ — $ — $ — 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 Certificates of deposit 1 to 2 — — — — Corporate notes 1 to 2 — — — — Securities of government-sponsored entities 1 to 2 — — — — Long-term marketable securities — — — — Total marketable securities at December 31, 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 December 31, 2016 and 2015: Asset Derivatives Liability Derivatives Fair Value Fair Value Balance Sheet December 31, December 31, Balance Sheet December 31, December 31, (in thousands) Location 2016 2015 Location 2016 2015 Derivatives instruments not designated as cash flow hedges Forward exchange contracts Other current assets $ — $ 46 Other current liabilities $ 166 $ — Total derivatives $ — $ 46 $ 166 $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of 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 considerations are measured at fair value on a recurring basis, and are determined under the fair value categories as follows ( in thousands Quoted Price in Significant Other Significant Active Market Observable Inputs Unobservable Total (Level 1) (Level 2) Inputs (Level 3) December 31, 2016: Cash Equivalents: Money market funds $ 72,866 $ 72,866 $ — $ — Corporate notes 4,551 — 4,551 — Commercial paper 21,471 — 21,471 — Securities of government-sponsored entities 5,995 — 5,995 — Total cash equivalents $ 104,883 $ 72,866 $ 32,017 $ — December 31, 2015: Cash Equivalents, Marketable Securities: 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 cash equivalents and marketable securities $ 377,671 $ 87,432 $ 290,239 $ — |
Schedule of Fair Value of Liabilities Measured on Recurring Basis Using Unobservable Inputs | The following table sets forth the changes in the estimated fair value of the Company’s liabilities measured on a recurring basis using significant unobservable inputs (Level 3) ( in thousands 2016 2015 Fair value measurement at January 1 $ — $ 644 Contingent consideration liability recorded upon acquisition 61,242 431 Change in fair value measurement 7,265 — Changes resulting from foreign currency fluctuations 126 (36 ) Contingent consideration paid or settled (1,132 ) (1,039 ) Fair value measurement at December 31 $ 67,501 $ — |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Acquisition [Line Items] | |
Summary of assets and liabilities included in the accompanying consolidated balance sheet | Total assets and liabilities of Progentix included in the accompanying Consolidated Balance Sheets are as follows (in thousands): December 31, 2016 2015 Total current assets $ 334 $ 353 Identifiable intangible assets, net 10,900 13,048 Goodwill 12,654 12,654 Accounts payable & accrued expenses 551 574 Deferred tax liabilities, net 880 1,496 Non-controlling interests 5,588 7,309 |
Reconciliation of equity attributable to the non-controlling interests | The following is a reconciliation of equity attributable to the non-controlling interests ( in thousands Year Ended December 31, 2016 2015 Non-controlling interests at beginning of period $ 7,309 $ 8,310 Less: Net (loss) attributable to the non-controlling interests (1,721 ) (1,001 ) Non-controlling interests at end of period $ 5,588 $ 7,309 |
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 the 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 241,905 Deferred tax assets 18,471 Other assets 1,868 Contingent consideration liability 18,800 Deferred tax liabilities 75,160 Other liabilities assumed 8,184 $ 381,579 |
Schedule of unaudited pro forma financial information | The following table presents the unaudited pro forma results for the years ended December 31, 2016 and December 31, 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 unaudited 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 $26.0 million for the year ended December 31, 2015. The adjustments to cost of sales for increased fair value of acquired inventory of $(14.7) million and $14.7 million for the years ended and acquisition related expenses. Additionally, the years ended December 31, 2016 and 2015 include immaterial adjustments to revenue for deferred revenue adjustments, Years Ended December 31, 2016 2015 (in thousands, except per share amounts) (unaudited) (unaudited) Revenues $ 968,179 $ 854,673 Net income attributable to NuVasive, Inc. 38,045 11,675 Net income per share attributable to NuVasive, Inc.: Basic $ 0.76 $ 0.24 Diluted $ 0.70 $ 0.22 |
Indebtedness (Tables)
Indebtedness (Tables) | 12 Months Ended |
Dec. 31, 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 (in thousands) December 31, 2016 December 31, 2015 2.75% Senior Convertible Notes due 2017: Principal amount $ 63,317 $ 402,500 Unamortized debt discount (1,417 ) (25,958 ) Unamortized debt issuance costs (199 ) (3,622 ) 61,701 372,920 2.25% Senior Convertible Notes due 2021: Principal amount 650,000 — Unamortized debt discount (72,713 ) — Unamortized debt issuance costs (12,875 ) — 564,412 — Total Senior Convertible Notes $ 626,113 $ 372,920 Less Current Portion: (61,701 ) — Long-term Senior Convertible Notes $ 564,412 $ 372,920 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future minimum annual lease payments under capital and operating leases | The Company’s future minimum annual lease payments under capital and operating leases, including payments for costs directly associated with the facility leases, for years ending after December 31, 2016 are as follows (in thousands): Capital Operating Leases Leases 2017 $ 630 $ 12,273 2018 580 9,398 2019 429 9,048 2020 10 8,662 2021 — 7,131 Thereafter — 11,362 Total minimum lease payments $ 1,649 $ 57,874 Less amount representing interest (200 ) Present value of obligations under capital leases 1,449 Less current portion (512 ) Long-term capital lease obligations $ 937 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Compensation Costs Included in Statement of Income for All Stock-based Compensation Arrangements | The compensation cost that has been included in the statement of operations for the Company’s stock-based compensation plans was as follows ( in thousands) Year Ended December 31, 2016 2015 2014 Sales, marketing and administrative expense $ 25,466 $ 24,817 $ 31,514 Research and development expense 1,231 1,157 1,841 Cost of goods sold 227 229 332 Stock-based compensation expense before taxes 26,924 26,203 33,687 Related income tax benefits (10,770 ) (10,481 ) (13,475 ) Stock-based compensation expense, net of taxes $ 16,154 $ 15,722 $ 20,212 |
Summary of Restricted Stock Units | The total fair value of RSUs that vested during the year ended December 31, 2016, 2015, and 2014 was $31.2 million, $39.0 million and $27.5 million, respectively. Following is a summary of RSU activity for the year ended December 31, 2016 ( in thousands, except per share amounts Weighted Average Number of Grant Date Shares Fair Value Outstanding at December 31, 2015 1,349 $ 31.82 Granted 529 46.06 Vested (627 ) 25.54 Forfeited (155 ) 36.52 Outstanding at December 31, 2016 1,096 $ 41.16 For the majority of RSUs, shares are issued on the vesting dates net of the amount of shares needed to satisfy statutory tax withholding requirements to be paid by the Company on behalf of the employees. The total shares withheld related to vested RSUs were approximately 227,000, 330,000, and 29,000 in 2016, 2015 , and 2014, respectively, and were based on the value of the awards on their vesting dates as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to the taxing authorities related to vesting RSUs were $11.4 million, $15.4 million and $1.1 million in 2016 , 2015 and 2014 , respectively. |
Schedule of Performance-Based Restricted Stock Units | Following is a summary of PRSU activity for the year ended December 31, 2016 ( in thousands, except per share amounts Maximum Number Shares of Shares Eligible to be Issued Average Grant Date Fair Value Outstanding at December 31, 2015 803 1,357 $ 46.42 Awarded at target 392 651 45.11 Vested (145 ) (179 ) 39.78 Forfeited (179 ) (276 ) 44.22 Outstanding at December 31, 2016 871 1,553 $ 46.76 |
Summary of Stock Option Activity under All Stock Plans | Weighted-Average Remaining Weighted Contractual Aggregate Avg. Exercise Term Intrinsic Shares Price (Years) Value Outstanding at December 31, 2015 1,970 $ 34.91 2.99 $ 37,820 Exercised (1,556 ) 34.95 Cancelled (4 ) 18.92 Outstanding at December 31, 2016 410 34.93 2.47 $ 13,292 Exercisable at December 31, 2016 410 $ 34.93 2.47 $ 13,292 Vested or expected to vest at December 31, 2016 410 $ 34.93 2.47 $ 13,292 |
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 options granted and stock purchase rights under the ESPP are as follows: Year Ended December 31, 2016 2015 2014 ESPP Volatility 29 % 40 % 46 % Expected term (years) 0.5 1.2 1.3 Risk free interest rate 0.4 % 0.2 % 0.2 % Expected dividend yield — % — % — % |
Common Stock Reserved for Future Issuance | The following table summarizes common shares reserved for issuance on exercise or conversion at December 31, 2016 (in thousands) Issued and outstanding stock options 410 Issued and outstanding RSUs and PRSUs 2,150 Available for issuance under the ESPP 1,398 Available for future grant 4,383 2017 Notes 1,954 2017 Warrants 19,106 2021 Notes 14,396 2021 Warrants 32,596 Total shares reserved for future issuance 76,393 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Summary of Income (Loss) Before Income Taxes By Region | Total income (loss) before income taxes summarized by region for the years ended December 31 is as follows (in thousands): Year Ended December 31, 2016 2015 2014 United States $ 77,538 $ 128,489 $ 11,462 Foreign (12,830 ) (16,470 ) (22,672 ) Total income (loss) before income taxes $ 64,708 $ 112,019 $ (11,210 ) |
Components of Income Tax Provision (Benefit) | The income tax provision (benefit) for the years ended December 31 consists of the following ( in thousands Year Ended December 31, 2016 2015 2014 Current: Federal $ (14,837 ) $ 1,480 $ 32,387 State 1,283 178 3,359 Foreign 2,350 2,090 2,259 Total current provision (11,204 ) 3,748 38,005 Deferred: Federal 40,338 42,719 (28,604 ) State 1,453 4,433 (2,296 ) Foreign (2,583 ) (698 ) (1,528 ) Total deferred provision 39,208 46,454 (32,428 ) Changes in tax rate (216 ) 266 (84 ) Changes in valuation allowance 1,494 (3,739 ) 793 Total provision $ 29,282 $ 46,729 $ 6,286 |
Reconciliation of Income Tax from Statutory Tax Rate to Effective Income Tax Rate | The differences between the income tax provision at the United States federal statutory tax rate and the Company’s effective tax rate for the years ended December 31 are the following ( in thousands Year Ended December 31, 2016 2015 2014 Tax provision at federal statutory rate $ 22,648 $ 39,207 $ (3,923 ) Globalization initiative 6,290 9,039 9,244 Acquisition related charges 5,167 — — State income tax 3,243 4,264 827 Valuation allowance 1,494 (3,739 ) 793 Income tax reserves 759 2,301 657 Compensation expense (8,013 ) (2,115 ) 1,428 Income tax credits and incentives (3,426 ) (1,754 ) (2,198 ) Non-deductible meals and entertainment 1,013 638 521 Foreign earnings taxed as non-United States rates 605 (494 ) (199 ) Other (498 ) (618 ) (864 ) Total provision $ 29,282 $ 46,729 $ 6,286 |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities at December 31 are composed of the following ( in thousands December 31, 2016 2015 Deferred tax assets: Litigation and related accrual $ — $ 34,054 Share-based compensation 18,227 23,641 Inventory 16,324 13,344 Net operating loss carryforwards 9,976 3,484 General business and other credit carryforwards 21,215 5,425 Deferred rent 4,347 5,154 Original issue discount 8,817 — Other 20,589 14,739 Gross deferred tax assets 99,495 99,841 Less valuation allowance (10,544 ) (7,290 ) Net deferred tax assets 88,951 92,551 Deferred tax liabilities: Depreciation (29,888 ) (24,361 ) Original issue discount — (1,090 ) Acquired intangibles (69,428 ) (295 ) Other (1,687 ) (1,278 ) Total deferred tax liabilities (101,003 ) (27,024 ) Consolidated net deferred tax (liabilities) assets $ (12,052 ) $ 65,527 Add deferred tax liability, net, attributable to non-controlling interests 528 897 Net deferred tax (liabilities) assets $ (11,524 ) $ 66,424 |
Summary of Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits ( in thousands Year Ended December 31, 2016 2015 2014 Gross unrecognized tax benefits at January 1 $ 12,448 $ 12,372 $ 4,504 Increases in tax positions for prior years 1,716 2,614 5,294 Decreases in tax positions for prior years (270 ) (3,156 ) — Increases in tax positions for current year relating to ongoing operations 6,205 618 2,574 Increases in tax positions for current year relating to acquisitions 3,223 — — Gross unrecognized tax benefits at December 31 $ 23,322 $ 12,448 $ 12,372 |
Business Segment, Product and G
Business Segment, Product and Geographical Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Product Lines | Revenue by product line was as follows (in thousands ) Year Ended December 31, 2016 2015 2014 Spinal Hardware $ 674,057 $ 559,388 $ 522,683 Surgical Support 288,015 251,725 239,732 Total Revenue $ 962,072 $ 811,113 $ 762,415 |
Schedule of Revenue and Net Property and Equipment by Geographical Areas | Revenue and property and equipment, net, by geographic area were as follows (in thousands ) Revenue Property Year Ended December 31, December 31, 2016 2015 2014 2016 2015 United States $ 831,718 $ 714,768 $ 667,850 $ 148,227 $ 113,037 International (excludes Puerto Rico) 130,354 96,345 94,565 33,297 28,404 Total $ 962,072 $ 811,113 $ 762,415 $ 181,524 $ 141,441 |
Quarterly Data (unaudited) (Tab
Quarterly Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of unaudited quarterly financial data | The following quarterly financial data, in the opinion of management, reflects all adjustments, consisting of normal recurring adjustments necessary, for a fair presentation of results for the periods presented (in thousands, except per share amounts): Year Ended December 31, 2016 (1) First Quarter (2)(3) Second Quarter (4) Third Quarter Fourth Quarter (3)(5) Revenue $ 215,104 $ 236,210 $ 239,649 $ 271,109 Gross profit 160,878 176,465 180,453 204,183 Consolidated net (loss) income (3,825 ) 29,790 3,495 5,966 Net (loss) income attributable to NuVasive, Inc. (3,368 ) 30,213 3,926 6,376 Basic net (loss) income per common share attributable to NuVasive, Inc. (0.07 ) 0.60 0.08 0.13 Diluted net (loss) income per common share attributable to NuVasive, Inc. (0.07 ) 0.57 0.07 0.11 Year Ended December 31, 2015 First Quarter (6) Second Quarter Third Quarter Fourth Quarter Revenue $ 192,383 $ 202,910 $ 200,538 $ 215,282 Gross profit 146,719 154,495 151,371 164,049 Consolidated net income 31,397 10,040 12,750 11,103 Net income attributable to NuVasive, Inc. 31,560 10,268 12,960 11,503 Basic net income per common share attributable to NuVasive, Inc. 0.66 0.21 0.26 0.23 Diluted net income per common share attributable to NuVasive, Inc. 0.61 0.20 0.24 0.22 (1) The unaudited quarterly financial data set forth for the year ended December 31, 2016 includes the operations and results of Ellipse Technologies, BNN Holdings and the Company’s other acquisitions from their respective dates of acquisition. See Note 5 to the Consolidated Financial Statements included in this Annual Report for further discussion. (2) The Company elected to early adopt ASU 2016-09 in the second quarter of 2016. As a result, the Company recorded a retrospective adjustment to the previously reported first quarter 2016 provision for income taxes of approximately $ million for the recognition of excess tax benefits in the provision for income taxes rather than additional paid-in capital and a decrease in net loss per share of $0.11 for the three months ended March 31, 2016 See Note 1 to the Consolidated Financial Statements included in this Annual Report for further discussion. (3) Consolidated financial results include losses from repurchases of Senior Convertible Notes due 2017 of $17.4 million and $1.7 million in the first and fourth quarters of fiscal year 2016, respectively. (4) Consolidated financial results include a litigation liability gain of $43.3 million in connection with the settlement of all outstanding litigation matters with Medtronic. (5) Consolidated financial results include a purchase order for $4.8 million from an organization established by certain former stockholders of Ellipse Technologies. See Note 4 to the Consolidated Financial Statements included in this Annual Report for further discussion on the purchase order. (6) Consolidated financial results include a litigation liability gain of $56.4 million stemming from a favorable appeal in the first phase of the Medtronic litigation, and a litigation liability loss of $13.8 million in connection with the OIG investigation. |
Organization and Significant 33
Organization and Significant Accounting Policies (Details Textual) | Oct. 01, 2016USD ($) | Mar. 31, 2016USD ($)$ / shares | Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($)Customer | Dec. 31, 2014USD ($) |
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||
Customer represented greater than 10 percent | Customer | 0 | ||||
Number of Reportable Units | segment | 2 | ||||
Impairment of goodwill and intangible assets | $ 0 | ||||
Impairment charges related to goodwill | $ 0 | ||||
Impairment charge, intangible assets | $ 10,700,000 | ||||
Translation Adjustment Functional to Reporting Currency, Net of Tax | (10,600,000) | $ (11,600,000) | (9,500,000) | ||
Product shipment costs | 24,500,000 | 21,600,000 | 23,600,000 | ||
Business transition costs | 18,138,000 | 13,748,000 | 13,448,000 | ||
Accelerated depreciation | $ 0 | $ 0 | 4,200,000 | ||
Performance-Based Restricted Stock Units (PRSUs) [Member] | |||||
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||
Vesting period for the award | 5 years | 5 years | |||
Chief Executive Officer and Chairman of the Board [Member] | |||||
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||
Severance Costs | $ 3,400,000 | ||||
2016 Acquisitions [Member] | |||||
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||
Business transition costs | $ 7,300,000 | ||||
New Jersey [Member] | |||||
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||
Restructuring and associated impairment charges | 3,000,000 | 6,400,000 | |||
San Diego [Member] | |||||
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||
Accelerated depreciation | 4,200,000 | ||||
Developed Technology [Member] | |||||
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||
Impairment charge, intangible assets | $ 10,700,000 | ||||
Minimum [Member] | |||||
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||
Finite-Lived intangible assets, useful life | 1 year | ||||
Property and equipment, useful life | 2 years | ||||
Maximum [Member] | |||||
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||
Finite-Lived intangible assets, useful life | 17 years | ||||
Property and equipment, useful life | 20 years | ||||
Accounting Standards Update 2016-16 [Member] | |||||
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||
Adjustment of accumulated deficit and prepaid income taxes | $ 11,600,000 | ||||
Accounting Standards Update 2016-09 [Member] | |||||
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||
Adjustment of deferred tax assets and accumulated deficit | $ 16,600,000 | ||||
Adjustment of provision for income taxes | $ 5,500,000 | ||||
Effect of change in net loss per share | $ / shares | $ 0.11 |
Organization and Significant 34
Organization and Significant Accounting Policies - Computation of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2016 | [1],[2] | Sep. 30, 2016 | [2] | Jun. 30, 2016 | [2],[3] | Mar. 31, 2016 | [1],[2],[4] | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | [5] | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | ||||||||||||||||
Net income (loss) attributable to NuVasive, Inc. | $ 6,376 | $ 3,926 | $ 30,213 | $ (3,368) | $ 11,503 | $ 12,960 | $ 10,268 | $ 31,560 | $ 37,147 | $ 66,291 | $ (16,720) | |||||
Denominator for basic and diluted net income (loss) per share: | ||||||||||||||||
Weighted average common shares outstanding for basic | 50,077 | 48,687 | 46,715 | |||||||||||||
Dilutive potential common stock outstanding: | ||||||||||||||||
Warrants | 1,297 | 177 | ||||||||||||||
Senior Convertible Notes | 1,141 | 1,314 | ||||||||||||||
Weighted average common shares outstanding for diluted | 54,102 | 52,424 | 46,715 | |||||||||||||
Basic net income (loss) per share attributable to NuVasive, Inc. | $ 0.13 | $ 0.08 | $ 0.60 | $ (0.07) | $ 0.23 | $ 0.26 | $ 0.21 | $ 0.66 | $ 0.74 | $ 1.36 | $ (0.36) | |||||
Diluted net income (loss) per share attributable to NuVasive, Inc. | $ 0.11 | $ 0.07 | $ 0.57 | $ (0.07) | $ 0.22 | $ 0.24 | $ 0.20 | $ 0.61 | $ 0.69 | $ 1.26 | $ (0.36) | |||||
Stock Options And E S P P | ||||||||||||||||
Dilutive potential common stock outstanding: | ||||||||||||||||
Stock options and ESPP | 314 | 1,089 | ||||||||||||||
Restricted Stock Units (RSUs) | ||||||||||||||||
Dilutive potential common stock outstanding: | ||||||||||||||||
Stock options and ESPP | 1,273 | 1,157 | ||||||||||||||
[1] | Consolidated financial results include losses from repurchases of Senior Convertible Notes due 2017 of $17.4 million and $1.7 million in the first and fourth quarters of fiscal year 2016, respectively. | |||||||||||||||
[2] | The unaudited quarterly financial data set forth for the year ended December 31, 2016 includes the operations and results of Ellipse Technologies, BNN Holdings and the Company’s other acquisitions from their respective dates of acquisition. See Note 5 to the Consolidated Financial Statements included in this Annual Report for further discussion. | |||||||||||||||
[3] | Consolidated financial results include a litigation liability gain of $43.3 million in connection with the settlement of all outstanding litigation matters with Medtronic. | |||||||||||||||
[4] | The Company elected to early adopt ASU 2016-09 in the second quarter of 2016. As a result, the Company recorded a retrospective adjustment to the previously reported first quarter 2016 provision for income taxes of approximately $5.5 million for the recognition of excess tax benefits in the provision for income taxes rather than additional paid-in capital and a decrease in net loss per share of $0.11 for the three months ended March 31, 2016. See Note 1 to the Consolidated Financial Statements included in this Annual Report for further discussion. | |||||||||||||||
[5] | Consolidated financial results include a purchase order for $4.8 million from an organization established by certain former stockholders of Ellipse Technologies. See Note 4 to the Consolidated Financial Statements included in this Annual Report for further discussion on the purchase order. |
Organization and Significant 35
Organization and Significant Accounting Policies - Anti-dilutive Common Stock Equivalents Not Included in Calculation of Net Income (Loss) Per Diluted Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Stock options, ESPP, and RSUs | 21,715 | 4,817 | 28,008 |
Anti-dilutive securities excluded from computation of earnings per share | 21,715 | 4,817 | 28,008 |
Stock Options E S P P And Restricted Stock Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Stock options, ESPP, and RSUs | 912 | 40 | 8,902 |
Anti-dilutive securities excluded from computation of earnings per share | 912 | 40 | 8,902 |
Warrants [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Stock options, ESPP, and RSUs | 13,253 | 4,777 | 9,553 |
Anti-dilutive securities excluded from computation of earnings per share | 13,253 | 4,777 | 9,553 |
Senior Convertible Notes [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Stock options, ESPP, and RSUs | 7,550 | 9,553 | |
Anti-dilutive securities excluded from computation of earnings per share | 7,550 | 9,553 |
Balance Sheet Details - Propert
Balance Sheet Details - Property and Equipment Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property and equipment net | ||
Property and equipment, gross | $ 404,689 | $ 332,622 |
Less: accumulated depreciation and amortization | (223,165) | (191,181) |
Property and equipment, net | $ 181,524 | 141,441 |
Minimum [Member] | ||
Property and equipment net | ||
Property and equipment, useful life | 2 years | |
Maximum [Member] | ||
Property and equipment net | ||
Property and equipment, useful life | 20 years | |
Instrument sets [Member] | ||
Property and equipment net | ||
Property and equipment, useful life | 4 years | |
Property and equipment, gross | $ 249,592 | 214,893 |
Machinery and equipment [Member] | ||
Property and equipment net | ||
Property and equipment, gross | $ 37,837 | 26,871 |
Machinery and equipment [Member] | Minimum [Member] | ||
Property and equipment net | ||
Property and equipment, useful life | 5 years | |
Machinery and equipment [Member] | Maximum [Member] | ||
Property and equipment net | ||
Property and equipment, useful life | 7 years | |
Computer equipment and software [Member] | ||
Property and equipment net | ||
Property and equipment, gross | $ 71,258 | 55,480 |
Computer equipment and software [Member] | Minimum [Member] | ||
Property and equipment net | ||
Property and equipment, useful life | 3 years | |
Computer equipment and software [Member] | Maximum [Member] | ||
Property and equipment net | ||
Property and equipment, useful life | 7 years | |
Leasehold improvements [Member] | ||
Property and equipment net | ||
Property and equipment, gross | $ 21,278 | 17,331 |
Leasehold improvements [Member] | Minimum [Member] | ||
Property and equipment net | ||
Property and equipment, useful life | 2 years | |
Leasehold improvements [Member] | Maximum [Member] | ||
Property and equipment net | ||
Property and equipment, useful life | 15 years | |
Furniture and fixtures [Member] | ||
Property and equipment net | ||
Property and equipment, gross | $ 7,625 | 5,884 |
Furniture and fixtures [Member] | Minimum [Member] | ||
Property and equipment net | ||
Property and equipment, useful life | 3 years | |
Furniture and fixtures [Member] | Maximum [Member] | ||
Property and equipment net | ||
Property and equipment, useful life | 7 years | |
Building and improvements [Member] | ||
Property and equipment net | ||
Property and equipment, gross | $ 16,558 | 10,875 |
Building and improvements [Member] | Minimum [Member] | ||
Property and equipment net | ||
Property and equipment, useful life | 10 years | |
Building and improvements [Member] | Maximum [Member] | ||
Property and equipment net | ||
Property and equipment, useful life | 20 years | |
Land [Member] | ||
Property and equipment net | ||
Property and equipment, gross | $ 541 | $ 1,288 |
Balance Sheet Details (Details
Balance Sheet Details (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant And Equipment [Line Items] | |||
Depreciation expense | $ 57,100,000 | $ 49,800,000 | $ 52,300,000 |
Assets recorded under capital leases | 1,500,000 | 1,500,000 | |
Accelerated depreciation | 0 | 0 | 4,200,000 |
Capitalized internal use software development costs | 24,200,000 | 17,600,000 | |
Capitalized internal use software amortization | 7,400,000 | 7,300,000 | 7,700,000 |
Amortization expense related to intangible assets | 45,600,000 | $ 16,100,000 | 13,600,000 |
Definite-lived intangible assets | 241,300,000 | ||
Goodwill | $ 330,488,000 | ||
Service Life [Member] | |||
Property Plant And Equipment [Line Items] | |||
Change in accounting estimate, effect on net income | $ 1,800,000 | ||
Change in accounting estimate on earning per share | $ 0.04 |
Balance Sheet Details - Goodwil
Balance Sheet Details - Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible assets subject to amortization: | ||
Weighted Average Amortization Period | 9 years | 10 years |
Gross Amount | $ 409,938 | $ 168,687 |
Accumulated Amortization | (118,795) | (83,611) |
Intangible Assets, net | 291,143 | 85,076 |
Intangible assets not subject to amortization: | ||
Goodwill | 485,685 | 154,281 |
Total goodwill and intangible assets, net | $ 776,828 | $ 239,357 |
Developed Technology [Member] | ||
Intangible assets subject to amortization: | ||
Weighted Average Amortization Period | 8 years | 9 years |
Gross Amount | $ 247,148 | $ 92,648 |
Accumulated Amortization | (66,833) | (37,382) |
Intangible Assets, net | $ 180,315 | $ 55,266 |
Manufacturing know-how and trade secrets [Member] | ||
Intangible assets subject to amortization: | ||
Weighted Average Amortization Period | 13 years | 12 years |
Gross Amount | $ 20,572 | $ 21,787 |
Accumulated Amortization | (13,604) | (13,296) |
Intangible Assets, net | $ 6,968 | $ 8,491 |
Trade name and trademarks [Member] | ||
Intangible assets subject to amortization: | ||
Weighted Average Amortization Period | 9 years | 11 years |
Gross Amount | $ 25,200 | $ 9,500 |
Accumulated Amortization | (7,478) | (5,068) |
Intangible Assets, net | $ 17,722 | $ 4,432 |
Customer relationships [Member] | ||
Intangible assets subject to amortization: | ||
Weighted Average Amortization Period | 9 years | 8 years |
Gross Amount | $ 117,018 | $ 44,752 |
Accumulated Amortization | (30,880) | (27,865) |
Intangible Assets, net | $ 86,138 | $ 16,887 |
Balance Sheet Details - Changes
Balance Sheet Details - Changes to Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Gross goodwill | $ 493,985 | $ 162,581 |
Accumulated impairment loss | (8,300) | $ (8,300) |
Goodwill | 154,281 | |
Changes to gross goodwill | ||
Increases recorded in business combinations | 330,488 | |
Changes resulting from foreign currency fluctuations | 916 | |
Goodwill period increase (decrease) | 331,404 | |
Goodwill | $ 485,685 |
Balance Sheet Details - Future
Balance Sheet Details - Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Future amortization expense related to intangible assets | ||
2,017 | $ 48,751 | |
2,018 | 46,658 | |
2,019 | 44,973 | |
2,020 | 44,517 | |
2,021 | 42,598 | |
Thereafter through 2026 | 63,646 | |
Intangible Assets, net | $ 291,143 | $ 85,076 |
Balance Sheet Details - Account
Balance Sheet Details - Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts payable and accrued liabilities | ||
Accrued expenses | $ 42,355 | $ 31,187 |
Accounts payable | 9,121 | 6,792 |
Distributor commissions payable | 8,836 | 8,502 |
Other taxes payable | 7,789 | 6,386 |
Royalties payable | 4,877 | 4,454 |
Others | 4,607 | 3,665 |
Accounts payable and accrued liabilities | $ 77,585 | $ 60,986 |
Marketable Securities - Composi
Marketable Securities - Composition of Marketable Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 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 | |
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 | 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 | 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 | 1 year |
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 |
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 |
Marketable Securities (Details
Marketable Securities (Details Textual) | 12 Months Ended | ||
Dec. 31, 2016USD ($)investment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Schedule Of Trading Securities And Other Trading Assets [Line Items] | |||
Unrealized loss position investment | investment | 0 | ||
Impairment charges recorded for earnings | $ 0 | ||
Net currency exchange gains (losses), includes gains and losses from derivatives instruments | (300,000) | $ 300,000 | $ (2,600,000) |
Foreign Exchange Forward [Member] | |||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | |||
Notional principal amount | 15,100,000 | 8,500,000 | 26,000,000 |
Foreign Exchange Forward [Member] | Other Income (Expense) [Member] | |||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | |||
Net gain recognized on derivative instruments | $ 700,000 | $ 1,700,000 | $ 700,000 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Derivatives Not Designated as Cash Flow Hedges (Details) - Cash Flow Hedges [Member] - Not Designated As Hedging Instrument [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||
Asset Derivatives | $ 46 | |
Other Current Liabilities [Member] | ||
Derivative [Line Items] | ||
Liability Derivatives | $ 166 | |
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 | $ 166 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets and Liabilities (Details) - Fair Value Measurements on Recurring Basis [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Cash Equivalents and Marketable Securities | ||
Total cash equivalents and marketable securities | $ 104,883 | $ 377,671 |
Money Market Funds [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents and marketable securities | 72,866 | 68,425 |
Certificates of Deposit [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents and marketable securities | 19,007 | |
Corporate Notes [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents and marketable securities | 4,551 | 152,319 |
Commercial Paper [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents and marketable securities | 21,471 | 21,991 |
Securities of Government-sponsored Entities [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents and marketable securities | 5,995 | 115,929 |
Quoted Price in Active Market (Level 1) [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents and marketable securities | 72,866 | 87,432 |
Quoted Price in Active Market (Level 1) [Member] | Money Market Funds [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents and marketable securities | 72,866 | 68,425 |
Quoted Price in Active Market (Level 1) [Member] | Certificates of Deposit [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents and marketable securities | 19,007 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents and marketable securities | 32,017 | 290,239 |
Significant Other Observable Inputs (Level 2) [Member] | Corporate Notes [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents and marketable securities | 4,551 | 152,319 |
Significant Other Observable Inputs (Level 2) [Member] | Commercial Paper [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents and marketable securities | 21,471 | 21,991 |
Significant Other Observable Inputs (Level 2) [Member] | Securities of Government-sponsored Entities [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents and marketable securities | $ 5,995 | $ 115,929 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | Feb. 11, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Purchase order received from former stockholders | $ 4,800 | |||
Leasehold improvement impairment | $ 900 | $ 2,200 | ||
Impairment charge, intangible assets | 10,700 | |||
Contingent Consideration Liabilities [Member] | ||||
Business Acquisition [Line Items] | ||||
Additions to contingent consideration liabilities with acquisitions | 61,200 | |||
Contingent consideration liability recorded upon acquisition | 67,501 | $ 644 | ||
LessRay Software Technology [Member] | Contingent Consideration Liabilities [Member] | ||||
Business Acquisition [Line Items] | ||||
Additions to contingent consideration liabilities with acquisitions | 33,800 | |||
Ellipse Technologies Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments To Acquire Businesses Gross | $ 380,000 | 380,000 | ||
Business merger, potential future milestone payment | $ 30,000 | $ 30,000 | ||
Business merger, potential future milestone percentage | 3.00% | |||
Ellipse Technologies Inc [Member] | Contingent Consideration Liabilities [Member] | ||||
Business Acquisition [Line Items] | ||||
Additions to contingent consideration liabilities with acquisitions | $ 18,800 | |||
Convertible Notes due 2017 [Member] | Quoted Price in Active Market (Level 1) [Member] | ||||
Business Acquisition [Line Items] | ||||
Debt instrument, fair value disclosure | 102,700 | $ 551,400 | ||
Principal amount of debt instruments offering to repurchase | 339,100 | |||
Convertible Notes due 2021 [Member] | Quoted Price in Active Market (Level 1) [Member] | ||||
Business Acquisition [Line Items] | ||||
Debt instrument, fair value disclosure | $ 827,600 |
Fair Value Measurements - Estim
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 | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 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 | $ 61,242 | 431 |
Change in fair value measurement | 7,265 | |
Changes resulting from foreign currency fluctuations | 126 | (36) |
Contingent consideration paid or settled | (1,132) | $ (1,039) |
Fair value measurement at end of period | $ 67,501 |
Business Combinations (Details
Business Combinations (Details Textual) - USD ($) | Jul. 01, 2016 | Feb. 11, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2009 |
Business Acquisition [Line Items] | ||||||||
Intangible assets, weighted-average useful life | 9 years | 10 years | ||||||
Amortization expense related to intangible assets | $ 45,600,000 | $ 16,100,000 | $ 13,600,000 | |||||
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 | |||||||
Payments To Acquire Businesses Gross | $ 380,000,000 | $ 380,000,000 | ||||||
Business acquisition, potential future milestone payment | 30,000,000 | $ 30,000,000 | $ 30,000,000 | 30,000,000 | ||||
Cash payment on purchase of outstanding shares | 382,200 | |||||||
Contingent liability | $ 18,800,000 | 30,000,000 | 30,000,000 | 30,000,000 | ||||
Revenue from operation of NSO | 57,500,000 | |||||||
Income (loss) from operation of NSO | 3,900,000 | |||||||
Ellipse Technologies Inc [Member] | Amortization Charges [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortization expense related to intangible assets | $ 26,000,000 | |||||||
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] | Business Transition Costs [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 | |||||||
Payments To Acquire Businesses Gross | $ 98,000,000 | |||||||
Cash payment on purchase of outstanding shares | $ 94,000,000 | |||||||
Other Acquisitions [Member] | Traditional Working Capital Adjustments [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Escrow cash paid | 400,000 | |||||||
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 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Cash paid for purchase | $ 380,080 | ||
Definite-lived intangible assets: | |||
Goodwill | $ 485,685 | $ 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 | 241,905 | ||
Deferred tax assets | 18,471 | ||
Other assets | 1,868 | ||
Contingent consideration liability | 18,800 | ||
Deferred tax liabilities | 75,160 | ||
Other liabilities assumed | 8,184 | ||
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 unaudited
Business Combinations unaudited pro forma (Details ) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | ||
Revenues | $ 968,179 | $ 854,673 |
Net income attributable to NuVasive, Inc. | $ 38,045 | $ 11,675 |
Net income per share attributable to NuVasive, Inc.: | ||
Basic | $ 0.76 | $ 0.24 |
Diluted | $ 0.70 | $ 0.22 |
Business Combinations Total ass
Business Combinations Total assets and liabilities (Details ) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Total current assets | $ 575,443 | $ 702,827 | |
Goodwill | 485,685 | 154,281 | |
Deferred tax liabilities, net | 11,524 | ||
Non-controlling interests | 5,588 | 7,309 | |
Variable Interest Entity [Member] | |||
Business Acquisition [Line Items] | |||
Non-controlling interests | 5,588 | 7,309 | $ 8,310 |
Variable Interest Entity [Member] | Progentix Orthobiology [Member] | |||
Business Acquisition [Line Items] | |||
Total current assets | 334 | 353 | |
Identifiable intangible assets, net | 10,900 | 13,048 | |
Goodwill | 12,654 | 12,654 | |
Accounts payable & accrued expenses | 551 | 574 | |
Deferred tax liabilities, net | 880 | 1,496 | |
Non-controlling interests | $ 5,588 | $ 7,309 |
Reconciliation of Equity Attrib
Reconciliation of Equity Attributable to the Non-controlling Interests (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of equity attributable to the non-controlling interests | |||
Non-controlling interests at beginning of period | $ 7,309 | ||
Less: Net (loss) attributable to the non-controlling interests | 1,721 | $ 1,001 | $ 776 |
Non-controlling interests at end of period | 5,588 | 7,309 | |
Variable Interest Entity [Member] | |||
Reconciliation of equity 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 | (1,721) | (1,001) | |
Non-controlling interests at end of period | $ 5,588 | $ 7,309 | $ 8,310 |
Indebtedness (Details)
Indebtedness (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2011 | Jun. 30, 2011 |
Debt Instrument [Line Items] | |||||
Short-term Senior Convertible Notes | $ 61,701 | ||||
Long-term Senior Convertible Notes | 564,412 | $ 372,920 | |||
Total Senior Convertible Notes | 626,113 | 372,920 | |||
2.75% Senior Convertible Notes [Member] | Convertible Notes due 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | 63,317 | 402,500 | $ 402,500 | ||
Unamortized debt discount | (1,417) | $ (1,400) | (25,958) | $ (88,900) | |
Unamortized debt issuance costs | (199) | (200) | (3,622) | ||
Short-term Senior Convertible Notes | 61,701 | $ 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 | (72,713) | ||||
Unamortized debt issuance costs | (12,875) | ||||
Long-term Senior Convertible Notes | $ 564,412 |
Indebtedness (Parenthetical) (D
Indebtedness (Parenthetical) (Details) | Dec. 31, 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 | Dec. 31, 2016USD ($)$ / shares | Mar. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($) | Dec. 31, 2011USD ($)$ / sharesshares |
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of convertible debt, net of issuance costs | $ 634,140,000 | |||||||
Contractual coupon interest expense | 4,900,000 | $ 11,100,000 | ||||||
Amortization of debt discount (premium) | 7,500,000 | 15,800,000 | ||||||
Amortization of debt issuance costs | 1,000,000 | $ 2,100,000 | ||||||
Derivative, maturity date | Jul. 1, 2017 | |||||||
Proceeds from sale of warrants | 44,850,000 | $ 47,900,000 | ||||||
Warrant strike price | $ / shares | $ 988.51 | |||||||
Payment for repurchase of additional notes | 439,519,000 | |||||||
Principal amount outstanding | $ 63,300,000 | 63,300,000 | ||||||
Loss on repurchases of convertible notes | 19,085,000 | |||||||
Number of common stock shares preferred stock convertible into | shares | 20 | |||||||
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 | $ 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 | $ 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 | 10,865,270 | ||||||
Convertible Notes due 2017 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loss on repurchases of convertible notes | 1,700,000 | $ 17,400,000 | ||||||
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 | $ 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% | 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 | $ 59.82 | ||||||
Contractual coupon interest expense | $ 11,500,000 | |||||||
Amortization of debt discount (premium) | 12,100,000 | |||||||
Amortization of debt issuance costs | $ 1,900,000 | |||||||
Effective interest rate | 5.80% | 5.80% | ||||||
Debt redemption price percentage | 100.00% | |||||||
Principal payments due | $ 0 | $ 0 | ||||||
Net proceeds of unsecured senior convertible notes | $ 345,200,000 | |||||||
Fair value of debt conversion cost | $ 72,713,000 | $ 72,713,000 | ||||||
Unamortized debt issuance costs | 12,875,000 | 12,875,000 | ||||||
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 | $ 402,500,000 | $ 63,317,000 | $ 63,317,000 | $ 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% | 8.00% | ||||||
Principal amount of debt instruments offering to repurchase | $ 276,800,000 | $ 62,300,000 | 276,800,000 | $ 62,300,000 | ||||
Payment for repurchase of additional notes | 96,300,000 | |||||||
Fair value of debt conversion cost | 1,400,000 | 1,417,000 | 1,400,000 | 1,417,000 | $ 25,958,000 | $ 88,900,000 | ||
Unamortized debt issuance costs | $ 200,000 | $ 199,000 | $ 200,000 | 199,000 | $ 3,622,000 | |||
2.75% Senior Convertible Notes [Member] | Convertible Notes due 2017 [Member] | Other Expense [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loss on repurchases of convertible notes | $ 19,100,000 | |||||||
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] | 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 |
Commitments (Details Textual)
Commitments (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments And Contingencies Disclosure [Line Items] | |||
Restricted cash for security deposit | $ 7.2 | ||
Rent expense | 10.6 | $ 9.3 | $ 11.5 |
Licensing and Purchasing Agreements [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Maximum payment the company is contingently obligated to make due to several purchase agreements | 11.8 | ||
Obligation under consultancy arrangements | $ 18.7 | ||
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 | $ 30.2 | ||
Minimum [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Initial terms of lease | 2 years | ||
Maximum [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Initial terms of lease | 15 years |
Commitments - Future Minimum Le
Commitments - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Capital Leases | |
2,017 | $ 630 |
2,018 | 580 |
2,019 | 429 |
2,020 | 10 |
Total minimum lease payments | 1,649 |
Less amount representing interest | (200) |
Present value of obligations under capital leases | 1,449 |
Less current portion | (512) |
Long-term capital lease obligations | 937 |
Operating Leases | |
2,017 | 12,273 |
2,018 | 9,398 |
2,019 | 9,048 |
2,020 | 8,662 |
2,021 | 7,131 |
Thereafter | 11,362 |
Total minimum lease payments | $ 57,874 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Feb. 01, 2016 | Mar. 01, 2015 | Feb. 01, 2015 | Mar. 01, 2014 | Feb. 01, 2014 | Mar. 01, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2011 | Jun. 28, 2011 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common stock, shares authorized | 120,000,000 | 120,000,000 | |||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||
Shares issued on conversion | 20 | ||||||||||
Incremental tax benefits related to stock-based compensation awards | $ 15,185,000 | $ 11,896,000 | |||||||||
Closing price of stock | $ 67.36 | ||||||||||
Proceeds from exercise of stock options | $ 3,000,000 | 6,200,000 | 17,500,000 | ||||||||
Total intrinsic value | $ 29,000,000 | 63,400,000 | 17,600,000 | ||||||||
Total fair value of options vested | $ 300,000 | $ 3,500,000 | |||||||||
Total stock options vested | 0 | ||||||||||
Total shares reserved for future issuance | 76,393,000 | ||||||||||
Employee Stock Purchase Plan [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
ESPP offering period | 2 years | ||||||||||
Number of share purchased under ESPP | 152,000 | 209,000 | 268,000 | ||||||||
ESPP [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Unrecognized cost related to share-based compensation | $ 800,000 | ||||||||||
Maximum percentage of annual compensation | 15.00% | ||||||||||
Maximum amount withheld to purchase shares of the company | $ 21,250 | ||||||||||
Percentage of issuance price of stock under the stock issuance program | 85.00% | ||||||||||
Total shares reserved for future issuance | 1,398,000 | ||||||||||
2014 Equity Incentive Plan [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Percentage of acceleration of stock options in case of change in control | 50.00% | ||||||||||
Total shares reserved for future issuance | 2,200,000 | ||||||||||
Restricted Stock Units (RSUs) | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Unrecognized cost related to share-based compensation | $ 18,500,000 | ||||||||||
Weighted average contractual term | 2 years | ||||||||||
Fair value of restricted stock units vested | $ 31,200,000 | $ 39,000,000 | $ 27,500,000 | ||||||||
Total shares withheld related to statutory tax | 227,000 | 330,000 | 29,000 | ||||||||
Payments of employees tax obligations | $ 11,400,000 | $ 15,400,000 | $ 1,100,000 | ||||||||
Vested during the period | 627,000 | ||||||||||
Performance-Based Restricted Stock Units (PRSUs) [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Unrecognized cost related to share-based compensation | $ 29,500,000 | ||||||||||
Weighted average contractual term | 2 years 7 months 6 days | ||||||||||
Fair value of restricted stock units vested | $ 12,600,000 | $ 27,100,000 | $ 21,600,000 | ||||||||
Total shares withheld related to statutory tax | 58,000 | 292,000 | 0 | ||||||||
Payments of employees tax obligations | $ 2,700,000 | $ 13,500,000 | |||||||||
Vested during the period | 145,000 | ||||||||||
Vesting period for the awards | 5 years | 5 years | |||||||||
Performance-Based Restricted Stock Units (PRSUs) [Member] | Granted in 2012 [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Vested during the period | 117,000 | 117,000 | 117,000 | ||||||||
Performance-Based Restricted Stock Units (PRSUs) [Member] | Granted in 2013 [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Vested during the period | 470,000 | 470,000 | |||||||||
Performance-Based Restricted Stock Units (PRSUs) [Member] | Granted in 2014 [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Vested during the period | 102,000 | ||||||||||
Performance-Based Restricted Stock Units (PRSUs) [Member] | Minimum [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Share payout levels | 0.00% | ||||||||||
Performance-Based Restricted Stock Units (PRSUs) [Member] | Maximum [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Share payout levels | 250.00% | ||||||||||
Stock Options [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Unrecognized cost related to share-based compensation | $ 0 | ||||||||||
Total shares withheld related to statutory tax | 1,157,000 | 2,461,000 | 205,000 | ||||||||
Payments of employees tax obligations | $ 10,700,000 | $ 28,000,000 | $ 2,700,000 | ||||||||
Total shares reserved for future issuance | 410,000 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Preferred stock, shares authorized | 477,654 | ||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||
Shares issued on conversion | 20 | ||||||||||
Preferred stock, liquidation preference per share | $ 648.20 |
Stockholders' Equity - Stock Co
Stockholders' Equity - Stock Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense before taxes | $ 26,924 | $ 26,203 | $ 33,687 |
Related income tax benefits | (10,770) | (10,481) | (13,475) |
Stock-based compensation expense, net of taxes | 16,154 | 15,722 | 20,212 |
Sales, Marketing and Administrative Expense [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense before taxes | 25,466 | 24,817 | 31,514 |
Research and Development Expense [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense before taxes | 1,231 | 1,157 | 1,841 |
Cost of Goods Sold [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense before taxes | $ 227 | $ 229 | $ 332 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Award Activity (Details) - Restricted Stock Units (RSUs) shares in Thousands | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Weighted average grant date fair value outstanding, Beginning balance | $ / shares | $ 31.82 |
Weighted average grant date fair value, Granted | $ / shares | 46.06 |
Weighted average grant date fair value, Vested | $ / shares | 25.54 |
Weighted average grant date fair value, Forfeited | $ / shares | 36.52 |
Weighted average grant date fair value outstanding, Ending balance | $ / shares | $ 41.16 |
Restricted Stock Units | |
Number of shares outstanding, Beginning balance | shares | 1,349 |
Number of shares, Granted | shares | 529 |
Number of shares, Vested | shares | (627) |
Number of shares, Forfeited | shares | (155) |
Number of shares outstanding, Ending balance | shares | 1,096 |
Stockholders' Equity - Performa
Stockholders' Equity - Performance-Based Restricted Stock Award Activity (Details) - Performance-Based Restricted Stock Units (PRSUs) [Member] shares in Thousands | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares outstanding, Beginning balance | 803 |
Shares, Awarded at target | 392 |
Number of shares, Vested | (145) |
Number of shares, Forfeited | (179) |
Number of shares outstanding, Ending balance | 871 |
Maximum Number of Shares Eligible to be Issued, Outstanding, Beginning balance | 1,357 |
Maximum Number of Shares Eligible to be Issued, Awarded at target | 651 |
Maximum Number of Shares Eligible to be Issued, Vested | (179) |
Maximum Number of Shares Eligible to be Issued, Forfeited | (276) |
Maximum Number of Shares Eligible to be Issued, Outstanding, Ending balance | 1,553 |
Weighted average grant date fair value outstanding, Beginning balance | $ / shares | $ 46.42 |
Average Grant Date Fair Value, Awarded at target | $ / shares | 45.11 |
Average Grant Date Fair Value, Vested | $ / shares | 39.78 |
Average Grant Date Fair Value, Forfeited | $ / shares | 44.22 |
Weighted average grant date fair value outstanding, Ending balance | $ / shares | $ 46.76 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of stock option activity under all stock plans | ||
Underlying shares outstanding, Beginning balance | 1,970 | |
Underlying shares, exercised | (1,556) | |
Underlying shares, cancelled | (4) | |
Underlying shares outstanding, Ending balance | 410 | 1,970 |
Underlying shares exercisable, Ending balance | 410 | |
Underlying shares vested or expected to vest, Ending balance | 410 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Weighted average exercise price outstanding, Beginning balance | $ 34.91 | |
Weighted Average Exercise Price, exercised | 34.95 | |
Weighted Average Exercise Price, cancelled | 18.92 | |
Weighted Average Exercise Price outstanding, Ending balance | 34.93 | $ 34.91 |
Weighted Average Exercise Price option exercisable, Ending balance | 34.93 | |
Weighted Average Exercise price vested or expected to vest, Ending balance | $ 34.93 | |
Weighted Average Remaining Contractual Term outstanding, Beginning balance | 2 years 5 months 19 days | 2 years 11 months 27 days |
Weighted Average Remaining Contractual Term exercisable, Ending balance | 2 years 5 months 19 days | |
Weighted Average Remaining Contractual Term vested or expected to vest, Ending balance | 2 years 5 months 19 days | |
Aggregate Intrinsic Value outstanding | $ 13,292 | $ 37,820 |
Aggregate intrinsic value exercisable | 13,292 | |
Aggregate intrinsic value vested or expected to vest | $ 13,292 |
Stockholders' Equity - Assumpti
Stockholders' Equity - Assumptions Table (Details) - ESPP [Member] | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Weighted average assumptions used to estimate fair value of stock options granted and stock purchase rights under ESPP | |||
Volatility | 29.00% | 40.00% | 46.00% |
Expected term (years) | 6 months | 1 year 2 months 12 days | 1 year 3 months 18 days |
Risk free interest rate | 0.40% | 0.20% | 0.20% |
Stockholders' Equity - Stock Re
Stockholders' Equity - Stock Reserved for Future Issuance (Details) shares in Thousands | Dec. 31, 2016shares |
Common stock options: | |
Shares reserved for future issuance | 76,393 |
Stock Options [Member] | |
Common stock options: | |
Shares reserved for future issuance | 410 |
Restricted Stock Units And Performance-Based Restricted Stock Units [Member] | |
Common stock options: | |
Shares reserved for future issuance | 2,150 |
Available for Future Grant [Member] | |
Common stock options: | |
Shares reserved for future issuance | 4,383 |
ESPP [Member] | |
Common stock options: | |
Shares reserved for future issuance | 1,398 |
2.75% Senior Convertible Notes due 2017 [Member] | |
Common stock options: | |
Shares reserved for future issuance | 1,954 |
2.25% Senior Convertible Notes due 2021 [Member] | |
Common stock options: | |
Shares reserved for future issuance | 14,396 |
Senior Convertible Warrants Due 2017 [Member] | |
Common stock options: | |
Shares reserved for future issuance | 19,106 |
Senior Convertible Warrants Due 2021 [Member] | |
Common stock options: | |
Shares reserved for future issuance | 32,596 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income (Loss) Before Income Taxes By Region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summarized details of income (loss) before income taxes by region | |||
United States | $ 77,538 | $ 128,489 | $ 11,462 |
Foreign | (12,830) | (16,470) | (22,672) |
(Loss) income before income taxes | $ 64,708 | $ 112,019 | $ (11,210) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ (14,837) | $ 1,480 | $ 32,387 |
State | 1,283 | 178 | 3,359 |
Foreign | 2,350 | 2,090 | 2,259 |
Total current provision | (11,204) | 3,748 | 38,005 |
Deferred: | |||
Federal | 40,338 | 42,719 | (28,604) |
State | 1,453 | 4,433 | (2,296) |
Foreign | (2,583) | (698) | (1,528) |
Total deferred provision | 39,208 | 46,454 | (32,428) |
Changes in tax rate | (216) | 266 | (84) |
Changes in valuation allowance | 1,494 | (3,739) | 793 |
Total income tax (benefit) expense | $ 29,282 | $ 46,729 | $ 6,286 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax from Statutory Tax Rate to Effective Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Tax provision at federal statutory rate | $ 22,648 | $ 39,207 | $ (3,923) |
Globalization initiative | 6,290 | 9,039 | 9,244 |
Acquisition related charges | 5,167 | ||
State income tax | 3,243 | 4,264 | 827 |
Valuation allowance | 1,494 | (3,739) | 793 |
Income tax reserves | 759 | 2,301 | 657 |
Compensation expense | (8,013) | (2,115) | 1,428 |
Income tax credits and incentives | (3,426) | (1,754) | (2,198) |
Non-deductible meals and entertainment | 1,013 | 638 | 521 |
Foreign earnings taxed as non-United States rates | 605 | (494) | (199) |
Other | (498) | (618) | (864) |
Total income tax (benefit) expense | $ 29,282 | $ 46,729 | $ 6,286 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Litigation and related accrual | $ 34,054 | |
Share-based compensation | $ 18,227 | 23,641 |
Inventory | 16,324 | 13,344 |
Net operating loss carryforwards | 9,976 | 3,484 |
General business and other credit carryforwards | 21,215 | 5,425 |
Deferred rent | 4,347 | 5,154 |
Original issue discount | 8,817 | |
Other | 20,589 | 14,739 |
Gross deferred tax assets | 99,495 | 99,841 |
Less valuation allowance | (10,544) | (7,290) |
Net deferred tax assets | 88,951 | 92,551 |
Deferred tax liabilities: | ||
Depreciation | (29,888) | (24,361) |
Original issue discount | (1,090) | |
Acquired intangibles | (69,428) | (295) |
Other | (1,687) | (1,278) |
Total deferred tax liabilities | (101,003) | (27,024) |
Consolidated net deferred tax assets | 65,527 | |
Consolidated net deferred tax liabilities | (12,052) | |
Add deferred tax liability, net, attributable to non-controlling interests | 528 | 897 |
Net deferred tax assets | $ 66,424 | |
Net deferred tax liabilities | $ (11,524) |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Gross unrecognized tax benefits at beginning of period | $ 12,448 | $ 12,372 | $ 4,504 |
Increases in tax positions for prior years | 1,716 | 2,614 | 5,294 |
Decreases in tax positions for prior years | (270) | (3,156) | |
Increases in tax positions for current year relating to ongoing operations | 6,205 | 618 | 2,574 |
Increases in tax positions for current year relating to acquisitions | 3,223 | ||
Gross unrecognized tax benefits period end | $ 23,322 | $ 12,448 | $ 12,372 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | |||
Gross uncertain tax benefit | $ 400,000 | ||
Unrecognized tax benefits that would impact effective tax | 12,500,000 | $ 7,200,000 | $ 7,200,000 |
Income tax, penalties and interest expense | 300,000 | 100,000 | $ 0 |
Income tax, penalties and interest accrued | 500,000 | $ 100,000 | |
California Tax Authority [Member] | |||
Income Taxes [Line Items] | |||
Reserves recorded against net operating losses | 52,700,000 | ||
Net operating losses | 52,700,000 | ||
Net research and development carryforwards | 16,200,000 | ||
Reserve on tax credit carry forward amount | 16,200,000 | ||
Federal Tax Authority [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 42,700,000 | ||
Operating loss carryforwards expiration year | 2,018 | ||
Net research and development carryforwards | $ 18,200,000 | ||
Federal tax credit carryforwards, expiration year | 2,020 | ||
State and Local Jurisdiction [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 106,000,000 | ||
Operating loss carryforwards expiration year | 2,017 | ||
Foreign Tax Authority [Member] | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 8,600,000 | ||
Operating loss carryforwards expiration year | 2,018 |
Business Segment, Product and71
Business Segment, Product and Geographic Information (Details Textual) | 12 Months Ended |
Dec. 31, 2016segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Business Segment, Product and72
Business Segment, Product and Geographic Information - Schedule of Revenue by Product Lines (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2016 | [1],[2] | Sep. 30, 2016 | [2] | Jun. 30, 2016 | [2],[3] | Mar. 31, 2016 | [1],[2],[4] | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | [5] | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Entity Wide Information Revenue From External Customer [Line Items] | ||||||||||||||||
Total Revenue | $ 271,109 | $ 239,649 | $ 236,210 | $ 215,104 | $ 215,282 | $ 200,538 | $ 202,910 | $ 192,383 | $ 962,072 | $ 811,113 | $ 762,415 | |||||
Spinal Hardware [Member] | ||||||||||||||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||||||||||||||
Total Revenue | 674,057 | 559,388 | 522,683 | |||||||||||||
Surgical Support [Member] | ||||||||||||||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||||||||||||||
Total Revenue | $ 288,015 | $ 251,725 | $ 239,732 | |||||||||||||
[1] | Consolidated financial results include losses from repurchases of Senior Convertible Notes due 2017 of $17.4 million and $1.7 million in the first and fourth quarters of fiscal year 2016, respectively. | |||||||||||||||
[2] | The unaudited quarterly financial data set forth for the year ended December 31, 2016 includes the operations and results of Ellipse Technologies, BNN Holdings and the Company’s other acquisitions from their respective dates of acquisition. See Note 5 to the Consolidated Financial Statements included in this Annual Report for further discussion. | |||||||||||||||
[3] | Consolidated financial results include a litigation liability gain of $43.3 million in connection with the settlement of all outstanding litigation matters with Medtronic. | |||||||||||||||
[4] | The Company elected to early adopt ASU 2016-09 in the second quarter of 2016. As a result, the Company recorded a retrospective adjustment to the previously reported first quarter 2016 provision for income taxes of approximately $5.5 million for the recognition of excess tax benefits in the provision for income taxes rather than additional paid-in capital and a decrease in net loss per share of $0.11 for the three months ended March 31, 2016. See Note 1 to the Consolidated Financial Statements included in this Annual Report for further discussion. | |||||||||||||||
[5] | Consolidated financial results include a purchase order for $4.8 million from an organization established by certain former stockholders of Ellipse Technologies. See Note 4 to the Consolidated Financial Statements included in this Annual Report for further discussion on the purchase order. |
Business Segment, Product and73
Business Segment, Product and Geographic Information - Schedule of Revenue and Net Property and Equipment by Geographical Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | [2] | Jun. 30, 2016 | [2],[3] | Mar. 31, 2016 | [1],[2],[4] | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | [5] | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Revenues and Net Property and Equipment by Geographical Areas [Line Items] | ||||||||||||||||
Revenue | $ 271,109 | [1],[2] | $ 239,649 | $ 236,210 | $ 215,104 | $ 215,282 | $ 200,538 | $ 202,910 | $ 192,383 | $ 962,072 | $ 811,113 | $ 762,415 | ||||
Property and Equipment, Net | 181,524 | 141,441 | 181,524 | 141,441 | ||||||||||||
UNITED STATES | ||||||||||||||||
Revenues and Net Property and Equipment by Geographical Areas [Line Items] | ||||||||||||||||
Revenue | 831,718 | 714,768 | 667,850 | |||||||||||||
Property and Equipment, Net | 148,227 | 113,037 | 148,227 | 113,037 | ||||||||||||
International [Member] | ||||||||||||||||
Revenues and Net Property and Equipment by Geographical Areas [Line Items] | ||||||||||||||||
Revenue | 130,354 | 96,345 | $ 94,565 | |||||||||||||
Property and Equipment, Net | $ 33,297 | $ 28,404 | $ 33,297 | $ 28,404 | ||||||||||||
[1] | Consolidated financial results include losses from repurchases of Senior Convertible Notes due 2017 of $17.4 million and $1.7 million in the first and fourth quarters of fiscal year 2016, respectively. | |||||||||||||||
[2] | The unaudited quarterly financial data set forth for the year ended December 31, 2016 includes the operations and results of Ellipse Technologies, BNN Holdings and the Company’s other acquisitions from their respective dates of acquisition. See Note 5 to the Consolidated Financial Statements included in this Annual Report for further discussion. | |||||||||||||||
[3] | Consolidated financial results include a litigation liability gain of $43.3 million in connection with the settlement of all outstanding litigation matters with Medtronic. | |||||||||||||||
[4] | The Company elected to early adopt ASU 2016-09 in the second quarter of 2016. As a result, the Company recorded a retrospective adjustment to the previously reported first quarter 2016 provision for income taxes of approximately $5.5 million for the recognition of excess tax benefits in the provision for income taxes rather than additional paid-in capital and a decrease in net loss per share of $0.11 for the three months ended March 31, 2016. See Note 1 to the Consolidated Financial Statements included in this Annual Report for further discussion. | |||||||||||||||
[5] | Consolidated financial results include a purchase order for $4.8 million from an organization established by certain former stockholders of Ellipse Technologies. See Note 4 to the Consolidated Financial Statements included in this Annual Report for further discussion on the purchase order. |
Contingencies (Details)
Contingencies (Details) | Jul. 15, 2016USD ($) | Mar. 18, 2016USD ($) | Feb. 22, 2016USD ($) | Jul. 20, 2015USD ($) | Dec. 02, 2014USD ($) | May 31, 2013USD ($) | Mar. 31, 2012USD ($) | Sep. 30, 2011USD ($)patent | Oct. 31, 2010USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Apr. 30, 2014USD ($) |
Loss Contingencies [Line Items] | ||||||||||||||||
Litigation liability gain (loss) | $ 43,310,000 | $ 41,826,000 | $ (30,000,000) | |||||||||||||
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 | 13,800,000 | |||||||||||||||
General Litigation Matter [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Litigation charge | 3,300,000 | |||||||||||||||
Medtronic Litigation [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Loss contingency, settlement agreement, consideration paid | $ 7,500,000 | 45,000,000 | ||||||||||||||
Litigation liability gain (loss) | $ 43,300,000 | $ 56,400,000 | 43,300,000 | 56,400,000 | ||||||||||||
Reduction in litigation accrual | (88,300,000) | |||||||||||||||
Litigation charge | $ 101,200,000 | |||||||||||||||
Company's patents in phases of litigation | patent | 1 | |||||||||||||||
Company's cash and investment in escrow | $ 113,300,000 | |||||||||||||||
Release of funds from escrow | 114,100,000 | |||||||||||||||
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 | |||||||||||||||
Jury award | $ 60,000,000 | |||||||||||||||
Litigation liability | 60,000,000 | $ 30,000,000 | ||||||||||||||
Loss contingency, settlement agreement, consideration | $ 27,200,000 | |||||||||||||||
Litigation accrual | 0 | |||||||||||||||
Restricted cash | $ 0 | |||||||||||||||
Madsen Medical, Inc. Litigation [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Jury award | $ 27,800,000 | |||||||||||||||
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 | |||||||||||||||
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 | 12 Months Ended |
Jul. 31, 2015 | Dec. 31, 2015 | |
Regulatory Asset [Line Items] | ||
Definitive settlement agreement payable | $ 13.5 | |
Fees and accrued interest | $ 0.3 | |
Litigation charge | $ 13.8 | |
Litigation settlement amount | $ 13.8 |
Quarterly Data (unaudited) (Det
Quarterly Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2016 | [1],[2] | Sep. 30, 2016 | [2] | Jun. 30, 2016 | [2],[3] | Mar. 31, 2016 | [1],[2],[4] | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | [5] | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Revenue | $ 271,109 | $ 239,649 | $ 236,210 | $ 215,104 | $ 215,282 | $ 200,538 | $ 202,910 | $ 192,383 | $ 962,072 | $ 811,113 | $ 762,415 | |||||
Gross profit | 204,183 | 180,453 | 176,465 | 160,878 | 164,049 | 151,371 | 154,495 | 146,719 | 721,979 | 616,634 | 580,057 | |||||
Consolidated net (loss) income | 5,966 | 3,495 | 29,790 | (3,825) | 11,103 | 12,750 | 10,040 | 31,397 | 35,426 | 65,290 | (17,496) | |||||
Net (loss) income attributable to NuVasive, Inc. | $ 6,376 | $ 3,926 | $ 30,213 | $ (3,368) | $ 11,503 | $ 12,960 | $ 10,268 | $ 31,560 | $ 37,147 | $ 66,291 | $ (16,720) | |||||
Basic net (loss) income per common share attributable to NuVasive, Inc. | $ 0.13 | $ 0.08 | $ 0.60 | $ (0.07) | $ 0.23 | $ 0.26 | $ 0.21 | $ 0.66 | $ 0.74 | $ 1.36 | $ (0.36) | |||||
Diluted net (loss) income per common share attributable to NuVasive, Inc. | $ 0.11 | $ 0.07 | $ 0.57 | $ (0.07) | $ 0.22 | $ 0.24 | $ 0.20 | $ 0.61 | $ 0.69 | $ 1.26 | $ (0.36) | |||||
[1] | Consolidated financial results include losses from repurchases of Senior Convertible Notes due 2017 of $17.4 million and $1.7 million in the first and fourth quarters of fiscal year 2016, respectively. | |||||||||||||||
[2] | The unaudited quarterly financial data set forth for the year ended December 31, 2016 includes the operations and results of Ellipse Technologies, BNN Holdings and the Company’s other acquisitions from their respective dates of acquisition. See Note 5 to the Consolidated Financial Statements included in this Annual Report for further discussion. | |||||||||||||||
[3] | Consolidated financial results include a litigation liability gain of $43.3 million in connection with the settlement of all outstanding litigation matters with Medtronic. | |||||||||||||||
[4] | The Company elected to early adopt ASU 2016-09 in the second quarter of 2016. As a result, the Company recorded a retrospective adjustment to the previously reported first quarter 2016 provision for income taxes of approximately $5.5 million for the recognition of excess tax benefits in the provision for income taxes rather than additional paid-in capital and a decrease in net loss per share of $0.11 for the three months ended March 31, 2016. See Note 1 to the Consolidated Financial Statements included in this Annual Report for further discussion. | |||||||||||||||
[5] | Consolidated financial results include a purchase order for $4.8 million from an organization established by certain former stockholders of Ellipse Technologies. See Note 4 to the Consolidated Financial Statements included in this Annual Report for further discussion on the purchase order. |
Quarterly Data (unaudited) (Par
Quarterly Data (unaudited) (Parenthetical) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | [2] | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||||
Quarterly Financial Information [Line Items] | ||||||||||||||||
Loss on repurchases of convertible notes | $ 19,085 | |||||||||||||||
Litigation accrual adjustment | 43,310 | $ 41,826 | $ (30,000) | |||||||||||||
Revenue | $ 271,109 | [1],[2] | $ 239,649 | $ 236,210 | [2],[3] | $ 215,104 | [1],[2],[4] | $ 215,282 | $ 200,538 | $ 202,910 | $ 192,383 | [5] | 962,072 | 811,113 | $ 762,415 | |
OIG [Member] | ||||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||||
Litigation accrual adjustment | (13,800) | |||||||||||||||
Organization established by former Ellipse Technologies stockholders[Member] | ||||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||||
Revenue | 4,800 | |||||||||||||||
Medtronic Litigation [Member] | ||||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||||
Litigation accrual adjustment | $ 43,300 | $ 56,400 | $ 43,300 | $ 56,400 | ||||||||||||
Convertible Notes due 2017 [Member] | ||||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||||
Loss on repurchases of convertible notes | $ 1,700 | 17,400 | ||||||||||||||
Accounting Standards Update 2016-09 [Member] | ||||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||||
Adjustment of provision for income taxes | $ 5,500 | |||||||||||||||
Effect of change in net loss per share | $ 0.11 | |||||||||||||||
[1] | Consolidated financial results include losses from repurchases of Senior Convertible Notes due 2017 of $17.4 million and $1.7 million in the first and fourth quarters of fiscal year 2016, respectively. | |||||||||||||||
[2] | The unaudited quarterly financial data set forth for the year ended December 31, 2016 includes the operations and results of Ellipse Technologies, BNN Holdings and the Company’s other acquisitions from their respective dates of acquisition. See Note 5 to the Consolidated Financial Statements included in this Annual Report for further discussion. | |||||||||||||||
[3] | Consolidated financial results include a litigation liability gain of $43.3 million in connection with the settlement of all outstanding litigation matters with Medtronic. | |||||||||||||||
[4] | The Company elected to early adopt ASU 2016-09 in the second quarter of 2016. As a result, the Company recorded a retrospective adjustment to the previously reported first quarter 2016 provision for income taxes of approximately $5.5 million for the recognition of excess tax benefits in the provision for income taxes rather than additional paid-in capital and a decrease in net loss per share of $0.11 for the three months ended March 31, 2016. See Note 1 to the Consolidated Financial Statements included in this Annual Report for further discussion. | |||||||||||||||
[5] | Consolidated financial results include a purchase order for $4.8 million from an organization established by certain former stockholders of Ellipse Technologies. See Note 4 to the Consolidated Financial Statements included in this Annual Report for further discussion on the purchase order. |