Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 21, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | NUVASIVE, INC | ||
Entity Central Index Key | 0001142596 | ||
Entity Current Reporting Status | Yes | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2021 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
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 Filer Category | Large Accelerated Filer | ||
ICFR Auditor Attestation Flag | true | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Common Stock, Shares Outstanding | 51,769,149 | ||
Entity Shell Company | false | ||
Entity File Number | 000-50744 | ||
Entity Tax Identification Number | 33-0768598 | ||
Entity Address, Address Line One | 12101 Airport Way | ||
Entity Address, City or Town | Broomfield | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80021 | ||
City Area Code | (800) | ||
Local Phone Number | 455-1476 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Entity Interactive Data Current | Yes | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Public Float | $ 3.5 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | San Diego, California | ||
Documents Incorporated by Reference | Part III of this Form 10-K incorporates information by reference to portions of the definitive Proxy Statement for the registrant’s 2022 Annual Meeting of Stockholders, which will be filed with the U.S. Securities and Exchange Commission not- later than 120 days after December 31, 2021. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 246,091 | $ 856,869 |
Short-term marketable securities | 173,145 | |
Accounts receivable, net of allowances of $21,064 and $20,631, respectively | 214,398 | 207,071 |
Inventory, net | 315,845 | 300,623 |
Prepaid income taxes | 5,425 | 4,727 |
Prepaid expenses and other current assets | 20,665 | 19,749 |
Total current assets | 802,424 | 1,562,184 |
Property and equipment, net | 303,664 | 286,369 |
Intangible assets, net | 242,675 | 152,264 |
Goodwill | 633,467 | 559,553 |
Operating lease right-of-use assets | 102,987 | 102,270 |
Deferred tax assets | 48,003 | 15,755 |
Restricted cash and investments | 1,494 | 1,494 |
Other assets | 19,361 | 13,193 |
Total assets | 2,154,075 | 2,693,082 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 115,614 | 110,401 |
Contingent consideration liabilities | 7,986 | 7,289 |
Accrued payroll and related expenses | 66,596 | 63,421 |
Operating lease liabilities | 9,867 | 7,875 |
Income tax liabilities | 828 | 2,073 |
Senior convertible notes | 645,303 | |
Total current liabilities | 200,891 | 836,362 |
Long-term senior convertible notes | 884,984 | 766,226 |
Deferred tax liabilities | 3,049 | 2,807 |
Operating lease liabilities | 111,592 | 111,634 |
Contingent consideration liabilities | 139,824 | 29,752 |
Other long-term liabilities | 18,528 | 22,686 |
Commitments and contingencies | ||
Redeemable equity component of senior convertible notes | 4,697 | |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 5,000 shares authorized, none outstanding | ||
Common stock, $0.001 par value; 150,000 shares authorized at December 31, 2021 and December 31, 2020; 58,469 shares issued and 51,769 outstanding at December 31, 2021; 57,945 shares issued and 51,376 outstanding at December 31, 2020 | 63 | 62 |
Additional paid-in capital | 1,434,976 | 1,550,001 |
Accumulated other comprehensive loss | (7,792) | (7,585) |
Retained earnings | 45,708 | 45,322 |
Treasury stock at cost; 6,700 shares and 6,569 shares at December 31, 2021 and December 31, 2020, respectively | (677,748) | (668,882) |
Total equity | 795,207 | 918,918 |
Total liabilities and equity | $ 2,154,075 | $ 2,693,082 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 21,064 | $ 20,631 |
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 | 150,000,000 | 150,000,000 |
Common stock, shares issued | 58,469,000 | 57,945,000 |
Common stock, shares outstanding | 51,769,000 | 51,376,000 |
Treasury stock at cost, shares | 6,700,000 | 6,569,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net sales: | |||
Net sales | $ 1,138,988 | $ 1,050,582 | $ 1,168,070 |
Cost of sales (excluding below amortization of intangible assets): | |||
Cost of sales | 322,278 | 321,631 | 312,357 |
Gross profit | 816,710 | 728,951 | 855,713 |
Operating expenses: | |||
Selling, general and administrative | 610,085 | 547,195 | 611,181 |
Research and development | 92,626 | 79,838 | 72,380 |
Amortization of intangible assets | 57,309 | 51,726 | 51,097 |
Purchase of in-process research and development | 1,011 | ||
Business transition costs | 68,719 | 10,878 | (1,995) |
Total operating expenses | 828,739 | 690,648 | 732,663 |
Interest and other expense, net: | |||
Interest income | 160 | 1,472 | 1,917 |
Interest expense | (21,056) | (70,466) | (38,525) |
Other expense, net | (25,459) | (16,854) | (5,925) |
Total interest and other expense, net | (46,355) | (85,848) | (42,533) |
(Loss) income before income taxes | (58,384) | (47,545) | 80,517 |
Income tax (expense) benefit | (5,702) | 10,392 | (15,283) |
Consolidated net (loss) income | $ (64,086) | $ (37,153) | $ 65,234 |
Net (loss) income per share: | |||
Basic | $ (1.24) | $ (0.72) | $ 1.26 |
Diluted | $ (1.24) | $ (0.72) | $ 1.23 |
Weighted average shares outstanding: | |||
Basic | 51,589 | 51,416 | 51,956 |
Diluted | 51,589 | 51,416 | 53,160 |
Product [Member] | |||
Net sales: | |||
Net sales | $ 1,034,612 | $ 950,189 | $ 1,044,569 |
Cost of sales (excluding below amortization of intangible assets): | |||
Cost of sales | 245,569 | 247,809 | 232,474 |
Service [Member] | |||
Net sales: | |||
Net sales | 104,376 | 100,393 | 123,501 |
Cost of sales (excluding below amortization of intangible assets): | |||
Cost of sales | $ 76,709 | $ 73,822 | $ 79,883 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Consolidated net (loss) income | $ (64,086) | $ (37,153) | $ 65,234 |
Other comprehensive (loss) income: | |||
Unrealized (loss) gain on marketable securities, net of tax | (13) | 13 | |
Translation adjustments, net of tax | (194) | 1,820 | (790) |
Other comprehensive (loss) income: | (207) | 1,833 | (790) |
Total consolidated comprehensive (loss) income | $ (64,293) | $ (35,320) | $ 64,444 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Adjustment For Modified Retrospective Adoption Of Accounting Standard [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Adjustment For Modified Retrospective Adoption Of Accounting Standard [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings (Accumulated Deficit) [Member] | Retained Earnings (Accumulated Deficit) [Member]Adjustment For Modified Retrospective Adoption Of Accounting Standard [Member] | Treasury Stock [Member] |
Beginning Balance at Dec. 31, 2018 | $ 834,525 | $ 61 | $ 1,397,829 | $ (8,628) | $ 17,241 | $ (571,978) | |||
Beginning Balance, Shares at Dec. 31, 2018 | 56,648 | (5,116) | |||||||
Issuance of common stock under employee and director stock option and purchase plans | (8,063) | $ 1 | 7,724 | $ (15,788) | |||||
Issuance of common stock under employee and director equity option and purchase plans, Shares | 805 | (264) | |||||||
Stock-based compensation expense | 24,096 | 24,096 | |||||||
Issuance of common stock in connection with royalty milestone achievement, Shares | 72 | ||||||||
Consolidated net income (loss) | 65,234 | 65,234 | |||||||
Consideration paid in excess of non-controlling interests | 205 | 205 | |||||||
Other comprehensive income (loss) | (790) | (790) | |||||||
Ending Balance at Dec. 31, 2019 | 915,207 | $ 62 | 1,429,854 | (9,418) | 82,475 | $ (587,766) | |||
Ending Balance, Shares at Dec. 31, 2019 | 57,525 | (5,380) | |||||||
Issuance of common stock under employee and director stock option and purchase plans | 505 | 6,621 | $ (6,116) | ||||||
Issuance of common stock under employee and director equity option and purchase plans, Shares | 420 | (104) | |||||||
Stock-based compensation expense | 25,778 | 25,778 | |||||||
Tax benefits related to convertible note issuance | 484 | 484 | |||||||
Shares repurchased | (75,000) | $ (75,000) | |||||||
Shares repurchased ,Shares | (1,085) | ||||||||
Sale of warrants | 93,915 | 93,915 | |||||||
Convertible note hedge | (115,592) | (115,592) | |||||||
Equity component of convertible note issuance | 115,559 | 115,559 | |||||||
Debt issuance costs attributable to convertible feature | (1,921) | (1,921) | |||||||
Reclassification of redeemable equity component of senior convertible notes | (4,697) | (4,697) | |||||||
Consolidated net income (loss) | (37,153) | (37,153) | |||||||
Other comprehensive income (loss) | 1,833 | 1,833 | |||||||
Ending Balance at Dec. 31, 2020 | 918,918 | $ (82,689) | $ 62 | 1,550,001 | $ (147,161) | (7,585) | 45,322 | $ 64,472 | $ (668,882) |
Ending Balance, Shares at Dec. 31, 2020 | 57,945 | (6,569) | |||||||
Issuance of common stock under employee and director stock option and purchase plans | (2,595) | $ 1 | 6,217 | $ (8,813) | |||||
Issuance of common stock under employee and director equity option and purchase plans, Shares | 524 | (131) | |||||||
Stock-based compensation expense | 25,292 | 25,292 | |||||||
Shares repurchased | $ 0 | ||||||||
Settlement of convertible note hedge | 53 | $ (53) | |||||||
Settlement of convertible note hedge, Shares | (1) | ||||||||
Equity component of convertible note issuance | 574 | 574 | |||||||
Equity component of convertible note settlement, Shares | 1 | ||||||||
Consolidated net income (loss) | (64,086) | (64,086) | |||||||
Other comprehensive income (loss) | (207) | (207) | |||||||
Ending Balance at Dec. 31, 2021 | $ 795,207 | $ 63 | $ 1,434,976 | $ (7,792) | $ 45,708 | $ (677,748) | |||
Ending Balance, Shares at Dec. 31, 2021 | 58,469 | (6,700) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | |||
Consolidated net (loss) income | $ (64,086) | $ (37,153) | $ 65,234 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 149,524 | 140,937 | 135,593 |
Purchase of in-process research and development | 1,011 | ||
Deferred income taxes | (4,141) | (18,007) | 5,844 |
Amortization of non-cash interest | 8,629 | 48,986 | 21,288 |
Stock-based compensation | 25,292 | 18,145 | 30,297 |
Net (gain) loss on strategic investments | (3,082) | 268 | 4,767 |
Changes in fair value of contingent consideration | 53,404 | 2,327 | (6,297) |
Net loss recognized on change in fair value of derivatives | 12,301 | ||
Net loss from foreign currency adjustment | 28,709 | 4,218 | 785 |
Reserves on current assets | 26,218 | 53,902 | 18,382 |
Other non-cash adjustments | 11,006 | 10,331 | 11,162 |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable | (11,694) | 3,030 | (16,407) |
Inventory | (37,020) | (40,765) | (54,872) |
Prepaid expenses and other current assets | (3,366) | (4,986) | (4,622) |
Accounts payable and accrued liabilities | 533 | 8,756 | (3,924) |
Accrued payroll and related expenses | 4,132 | (23,654) | 24,256 |
Income taxes | (1,884) | 6,264 | 3,804 |
Net cash provided by operating activities | 182,174 | 185,911 | 235,290 |
Investing activities: | |||
Acquisition of Simplify Medical, net of cash acquired | (149,463) | ||
Payment of contingent consideration for Simplify Medical | (45,850) | ||
Acquisitions and investments | (500) | (4,100) | |
Proceeds from other investments | 1,143 | ||
Purchases of intangible assets | (1,344) | (3,860) | (7,501) |
Purchases of property and equipment | (111,112) | (105,729) | (122,883) |
Purchases of marketable securities | (233,488) | ||
Proceeds from sales of marketable securities | 127,023 | 60,000 | |
Proceeds from maturities of marketable securities | 46,000 | ||
Other investing activities | (819) | ||
Net cash used in investing activities | (136,065) | (281,934) | (134,484) |
Financing activities: | |||
Proceeds from the issuance of common stock | 6,218 | 6,170 | 6,415 |
Payment of contingent consideration | (3) | (7,053) | (809) |
Purchase of treasury stock | (8,813) | (80,665) | (14,478) |
Proceeds from issuance of convertible debt, net of issuance costs | 873,848 | ||
Proceeds from sale of warrants | 93,915 | ||
Purchases of convertible note hedges | (147,825) | ||
Payments upon settlement of senior convertible notes | (649,426) | ||
Other financing activities | (1,325) | (1,734) | 2,228 |
Net cash (used in) provided by financing activities | (653,349) | 736,656 | (6,644) |
Effect of exchange rate changes on cash | (3,538) | 3,202 | 131 |
(Decrease) increase in cash, cash equivalents and restricted cash | (610,778) | 643,835 | 94,293 |
Cash, cash equivalents and restricted cash at beginning of period | 858,363 | 214,528 | 120,235 |
Cash, cash equivalents and restricted cash at end of period | 247,585 | 858,363 | 214,528 |
Supplemental cash flow information: | |||
Interest paid | 16,294 | 19,914 | 16,145 |
Income taxes paid | $ 11,879 | $ 1,873 | $ 5,828 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Cash Flows [Abstract] | |||
Cash and cash equivalents | $ 246,091 | $ 856,869 | $ 213,034 |
Restricted cash | 1,494 | 1,494 | 1,494 |
Total cash, cash equivalents and restricted cash reported in the Consolidated Statements of Cash Flows | $ 247,585 | $ 858,363 | $ 214,528 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | 1. Organization and Significant Accounting Policies Description of Business NuVasive, Inc., or the Company, or NuVasive, was incorporated in Delaware on July 21, 1997, and began commercializing its products in 2001. • • • • • • In addition, the Company also designs and sells expandable growing rod implant systems for the treatment of early-onset scoliosis 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. This technology is also the basis for the Company’s Precice line of products which is designed to support complex orthopedic reconstruction, such as trauma and limb length discrepancy. Precice is an intramedullary device that, once implanted, utilizes the MAGEC technology to non-invasively lengthen the femur and tibia. The COVID-19 pandemic materially impacted the Company’s business and results of operations in fiscal years 2020 and 2021. Many government agencies in conjunction with hospitals and healthcare systems have, to varying degrees, deferred, reduced, or suspended elective surgical procedures due to COVID-19. While certain spine surgeries are deemed essential and certain surgeries, like in cases of trauma, cannot be delayed, the Company has seen and may continue to see a significant reduction in procedural volumes as hospital systems and/or patients elect to defer spine surgery procedures. The COVID-19 pandemic continues to evolve and its impact on the Company’s business will depend on several factors that are highly uncertain and unpredictable, including, the efficacy and adoption of vaccines, future resurgences of the virus and its variants, the speed at which government restrictions are lifted, patient capacity at hospitals and healthcare systems, the duration and severity of healthcare worker shortages, and the willingness and ability of patients to seek care and treatment due to safety concerns or financial hardship. 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 interest at the acquisition date and classifies the amounts attributable to non-controlling interest 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. Use of Estimates To prepare financial statements in conformity with generally accepted accounting principles, or U.S. GAAP, accepted in the United States, management must make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions involve judgments with respect to numerous factors that are difficult to predict. As a result, actual amounts could be materially different from these estimates. Recent Accounting Pronouncements Not Yet Adopted In October 2021, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an entity (acquirer) to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. This update is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company is currently evaluating the impact the standard will have on our Consolidated Financial Statements. Recently Adopted Accounting Standards In January 2020, the FASB issued Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) The Company early adopted ASU 2020-06 on January 1, 2021, electing the modified transition method that allows for a cumulative-effect adjustment in the period of adoption, and did not restate prior periods. As a result of the adoption, the Company increased its senior convertible debt liabilities and retained earnings on January 1, 2021 by $115.4 million and $64.5 million, respectively, and decreased its deferred tax liabilities and additional paid-in capital by $28.0 million and $147.2 million, respectively. As a result of the adoption of ASU 2020-06, diluted loss per share decreased by $ 0.54 year ended December 31, 2021. See Note 6, Indebtedness, in the Notes to Consolidated Financial Statements included in this Annual Report for further discussion on the adoption of ASU 2020-06 Revenue Recognition In accordance with Accounting Standards Codification 606 Revenue from Contracts with Customers, or ASC 606, the Company recognizes revenue upon the transfer of goods or services to a customer at an amount that reflects the expected consideration to be received in exchange for those goods or services. The principles in ASC 606 are applied using the following five steps: (i) identify the contract with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies its performance obligation(s). Specifically, revenue from the sale of implants, fixation products and disposables is generally recognized at an amount that reflects the expected consideration upon notice that the Company’s products have been used in a surgical procedure or upon shipment to a third-party customer assuming control of the products. Revenue from IONM services is recognized in the period the service is performed for the amount of consideration expected to be received. Revenue from the sale of surgical instrument sets is generally recognized upon receipt of a purchase order and the subsequent shipment to a customer who assumes control. In certain cases, the Company does offer the ability for customers to lease surgical instrumentation primarily on a non-sales type basis. Revenue from the sale or lease of is recognized when the Company transfers control to the customer, which is generally at the point when acceptance occurs that indicates customer acknowledgment of delivery or installation, depending on the terms of the arrangement Accounts Receivable and Related Valuation Accounts Accounts receivable in the accompanying Consolidated Balance Sheets are presented net of allowances for credit losses. The Company maintains an allowance for credit losses resulting from the inability of its customers, including hospitals, ambulatory surgery centers, and distributors, to make required payments. The allowance for credit losses is calculated quarterly, and is estimated on a region-by-region basis considering a number of factors including age of account balances, collection history, historical account write-offs, third party credit reports, identified trends, current economic conditions, and supportable forecasted economic expectations. The allowance is adjusted on a specific identification basis for certain accounts as well as pooling of accounts with similar characteristics. An increase in the provision for credit losses may be required when the financial condition of the Company’s customers or its collection experience deteriorates. An increase to the allowance for credit losses results in a corresponding charge to selling, general and administrative expenses. Historically, the Company’s reserves have been adequate to cover credit losses. The Company's exposure to credit losses may increase if its customers are adversely affected by changes in healthcare laws, coverage and reimbursement, economic pressures or uncertainty associated with local or global economic recessions, disruption associated with the current COVID-19 pandemic, or other customer-specific factors. It is possible that there could be a material adverse impact from potential adjustments of the carrying amount of trade receivables as customers’ cash flows are impacted by their response to the COVID-19 pandemic and the deferral of elective surgical procedures. The following table summarizes the changes in the allowance for credit losses: (in thousands) December 31, 2021 December 31, 2020 Allowance for credit losses at January 1 $ 9,646 $ 9,423 Current-period provision for expected losses 2,165 1,079 Write-offs charged against the allowance (743 ) (1,305 ) Recoveries of amounts previously written off 42 220 Changes resulting from foreign currency fluctuations (182 ) 229 Allowance for credit losses at end of period $ 10,928 $ 9,646 In addition, the Company establishes a liability for estimated sales returns and a reserve for price adjustments that are recorded as a reduction to net sales. The liability and reserve are maintained to account for the future product returns 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, 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. 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 consideration liabilities, 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, net Net inventory as of December 31, 2021 consisted of $301.3 million of finished goods, $8.1 million of work in progress and $6.4 million of raw materials. Net inventory as of December 31, 2020 consisted of $285.4 million of finished goods, $7.3 million of work in progress and $7.9 million of raw materials. Finished goods primarily consists of specialized implants, fixation products and disposables and are stated at the lower of cost or net realizable value determined by utilizing a standard cost method, which includes capitalized variances, which approximates the weighted average cost. Work in progress and raw materials represent the underlying material, and labor for work in progress, that ultimately yield finished goods upon completion and are recorded at the lower of cost or net realizable value. 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. The Company records an inventory reserve for estimated excess and obsolete inventory based upon historical turnover and assumptions about future demand for its products and market conditions, such as product life cycles and timing of the introduction and development of new or enhanced products One of the Company’s strategic objectives is to continue to rapidly develop and commercialize new products and product enhancements . For the year ended December 31, 2021 and 2020, the Company recorded a reserve for excess and obsolete inventory of $25.6 million and $48.9 million, respectively. This decrease in the Company’s excess and obsolete inventory reserves is primarily attributable to a $37.5 million year-over-year reduction in the provision due to changes in the Company’s estimates and assumptions about future demand and product life cycles which have been affected by multiple factors, including the COVID-19 pandemic and general market conditions. 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 IPR&D 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 quantitative assessment is performed the evaluation includes management estimates of cash flow projections based on internal future projections . Key assumptions for these projections include net sales growth, future gross and operating margin growth, and its weighted cost of capital and terminal growth rates. The net sales 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 one reporting unit. In accordance with the Company’s policy, the Company completed its most recent annual evaluation for impairment as of October 1, 2021 using the qualitative assessment and determined that no impairment existed. 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 2 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. The Company evaluates its intangible assets with finite lives for indications of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business or significant negative industry or economic trends. If this evaluation indicates that the value of the intangible asset may be impaired, the Company makes an assessment of the recoverability of the net carrying value of the asset over its remaining useful life. If this assessment indicates that the intangible asset is not recoverable, based on the estimated undiscounted future cash flows of the technology over the remaining amortization period, the Company reduces the net carrying value of the related intangible asset to fair value and may adjust the remaining amortization period. See Note 2, Balance Sheet Details, in the Notes to Consolidated Financial Statements included in this Annual Report for further disclosure 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 3 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 financing lease criteria is capitalized under property and equipment, and the net present value of the related lease payments is recorded as a liability. Amortization of assets under financing 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 revisions 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 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 and liabilities 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. Based on the Company’s review, it concluded that it was more likely than not that it would be able to realize the future benefits of its domestic and foreign deferred tax assets, with the exceptions of California, Australia, Malta, Mexico, Brazil and Colombia. This conclusion was based on historical and projected operating performance, as well as the Company’s expectation that its operations will generate sufficient taxable income in future periods to realize the tax benefits associated with the deferred tax assets well within the statutory carryover periods , other than those related to the jurisdictions cited above . Due to low state apportionment, large net operating losses and the generation of sizeable research credits in California, the Company concluded that it is not more likely than not that it will be able to utilize its California deferred tax assets. Therefore, the Company has maintained a full valuation allowance on its California deferred tax assets as of December 31, 2021. Due to a history of losses in Australia , Malta, Brazil, Mexico and Colombia, and the lack of alternative sources of future taxable income, the Company has established a full valuation allowance against these entities’ deferred tax assets as of December 31, 2021. The Company will continue to assess the need for a valuation allowance on its deferred tax assets by evaluating both positive and negative evidence that may exist. Any adjustment to the net deferred tax asset valuation allowance would be recorded in the statement of operations for the period that the adjustment is determined to be required. See Note 10, Incomes Taxes, in the Notes to 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 net sales. 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 12, Contingences, in the Notes to Consolidated Financial Statements included in this Annual Report for further discussion on legal proceedings and investigations. Comprehensive (Loss) Income Comprehensive (loss) income is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive (loss) income includes net of tax, unrealized gains or losses on the Company’s marketable debt securities and foreign currency translation adjustments. The cumulative translation adjustments included in accumulated other comprehensive loss were $7.8 million, $7.6 million, and $9.4 million at December 31, 2021, 2020, and 2019, 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 selling, general and administrative expense in the accompanying Consolidated Statements of Operations, were $30.9 million, $27.4 million, and $27.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. The majority of the Company’s shipping costs are associated with providing instrument sets to hospitals for use in individual surgical procedures. Amounts billed to customers for shipping and handling of products are reflected in net sales and are not material for any period presented. Business Transition Costs The Company incurs certain costs related to acquisition, integration and business transition activities, which include severance, relocation, consulting, leasehold exit costs, third-party merger and acquisition costs, contingent consideration fair value adjustments and other costs directly associated with such activities. Contingent consideration is accrued based on the fair value of the expected payment, and such accruals are subject to increase or decrease based on the assessment of the likelihood that the contingent milestones will be achieved resulting in payment. If an accrual for contingent consideration decreases during a particular period, it results in a reduction of costs during such period. During the year ended December 31, 2021, the Company recorded $ 68.7 million of costs related to acquisition, integration and business transition activities, which included $ 53.4 million of fair value adjustments on contingent consideration liabilities associated with the Company’s 2021, 2018, 2017 and 2016 acquisitions as well as $ million of costs associated with the 2021 acquisition of Simplify Medical Pty Limited, or Simplify Medical . During the year ended December 31, 2020, the Company recorded $10.9 million of costs related to acquisition, integration and business transition activities, which included $2.3 million of fair value adjustments on contingent consideration liabilities associated with the Company’s 2018, 2017 and 2016 acquisitions. During the year ended December 31, 2019, the Company recorded a reduction of costs of $(2.0) million related to acquisition, integration and business transition activities, which included $(6.3) million of fair value adjustments on contingent consideration liabilities associated with the Company’s 2018, 2017 and 2016 acquisitions. Stock-based Compensation Stock-based compensation expense for equity-classified awards, principally related to restricted stock units, or RSUs, and performance restricted stock units, or PRSUs, is measured at the grant date based on the estimated fair value of the award. 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 employees 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 employees under its employee stock purchase plan, or ESPP, using a Black-Scholes option-pricing model on the date of grant. The Black-Scholes option-pricing model incorporates various 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 offering period 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 9, Stock-Based Compensation, in the Notes to Consolidated Financial Statements included in this Annual Report for further discussion on stock-based compensation. Net (Loss) Income Per Share The Company computes basic net income per share using the weighted-average number of common shares outstanding during the period. Diluted net income per share assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inc |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Details [Abstract] | |
Balance Sheet Details | 2. Balance Sheet Details Property and Equipment, net Property and equipment, net, consisted of the following: December 31, ( in thousands, except years Useful Life 2021 2020 Instrument sets 4 $ 472,247 $ 424,696 Machinery and equipment 5 to 7 73,086 71,616 Computer equipment and software 3 to 10 188,960 173,364 Leasehold improvements 2 to 15 38,987 35,372 Furniture and fixtures 3 to 7 8,941 9,916 Building and improvements 10 to 20 22,681 23,207 Land — 1,277 1,277 806,179 739,448 Less: accumulated depreciation and amortization (502,515 ) (453,079 ) $ 303,664 $ 286,369 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 $87.5 million, $85.9 million, and $80.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. The Company depreciates leasehold improvements over their estimated useful lives or the term of the applicable lease, whichever is shorter. Capitalized software costs includes both internally developed and purchased computer software. At December 31, 2021 and 2020, the Company had $67.5 million and $57.6 million in unamortized capitalized software costs, respectively. Amortization expense related to capitalized software costs was $12.2 million, $10.4 million and $10.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. Goodwill and Intangible Assets Goodwill and intangible assets as of December 31, 2021 consisted of the following: Weighted- Average Amortization Period Gross Accumulated Intangible ( in thousands, except years (in years) Amount Amortization Assets, net Intangible assets subject to amortization: Developed technology 11 $ 374,457 $ (209,283 ) $ 165,174 Patents 10 57,783 (31,903 ) 25,880 Manufacturing know-how and trade secrets 12 21,412 (21,387 ) 25 Trade name and trademarks 9 25,163 (19,621 ) 5,542 Customer relationships 9 156,208 (110,154 ) 46,054 Total intangible assets subject to amortization 10 $ 635,023 $ (392,348 ) $ 242,675 Intangible assets not subject to amortization: Goodwill $ 633,467 Total goodwill and intangible assets, net $ 876,142 Goodwill and intangible assets as of December 31, 2020 consisted of the following: Weighted- Average Amortization Period Gross Accumulated Intangible ( in thousands, except years (in years) Amount Amortization Assets, net Intangible assets subject to amortization: Developed technology 8 $ 244,360 $ (174,257 ) $ 70,103 Patents 9 40,338 (26,299 ) 14,039 Manufacturing know-how and trade secrets 12 21,482 (20,481 ) 1,001 Trade name and trademarks 8 21,950 (16,911 ) 5,039 Customer relationships 9 156,436 (94,354 ) 62,082 Total intangible assets subject to amortization 8 $ 484,566 $ (332,302 ) $ 152,264 Intangible assets not subject to amortization: Goodwill $ 559,553 Total goodwill and intangible assets, net $ 711,817 Total expense related to the amortization of intangible assets which is recorded in either cost of sales or operating expenses in the Consolidated Statements of Operations depending on the functional nature of the intangible, was $60.6 million, $55.0 million and $54.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. The changes to goodwill are comprised of the following: ( in thousands Gross goodwill $ 567,853 Accumulated impairment loss (8,300 ) December 31, 2020 559,553 Changes to gross goodwill: Increases recorded related to business combinations 81,125 Changes resulting from foreign currency fluctuations (7,211 ) 73,914 Gross goodwill 641,767 Accumulated impairment loss (8,300 ) December 31, 2021 $ 633,467 Total future amortization expense related to intangible assets subject to amortization at December 31, 2021 is set forth in the table below: ( in thousands 2022 $ 52,614 2023 27,124 2024 21,354 2025 20,521 2026 15,720 Thereafter through 2038 105,342 Total future amortization expense $ 242,675 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following: December 31, ( in thousands 2021 2020 Accrued expenses $ 69,054 $ 59,249 Accounts payable 16,192 17,386 Distributor commissions payable 12,546 9,891 Other taxes payable 6,764 6,425 Litigation liability 1,744 5,346 Debt interest payable 937 5,203 Royalties payable 5,297 4,495 Other 3,080 2,406 Accounts payable and accrued liabilities $ 115,614 $ 110,401 |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | 3. Marketable Securities Short-Term Marketable Securities The Company may invest in available-for-sale marketable debt securities consisting of corporate notes and commercial paper. The Company has the ability, if necessary, to liquidate without penalty any of its marketable debt securities to meet its liquidity needs in the next 12 months. As such, those investments with contractual maturities greater than one year from the date of purchase would be classified as short-term on the accompanying Consolidated Balance Sheets . The Company did not hold any investments in marketable debt securities as of December 31 marketable debt securities as of December 31, 2020 all had contractual maturities due within one year. The carrying value and amortized cost of the Company’s marketable debt securities, summarized by major security type, consisted of the following: ( in thousands Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2020: Debt securities, available for sale: Corporate notes $ 54,197 $ 6 $ (15 ) $ 54,188 Commercial paper 118,932 25 — 118,957 Total debt securities, available for sale $ 173,129 $ 31 $ (15 ) $ 173,145 At each reporting date, the Company performs an evaluation of impairment to determine if any unrealized losses are the result of credit losses. Impairment is assessed at the individual security level. Factors considered in determining whether a loss resulted from a credit loss or other factors include the Company’s intent and ability to hold the investment until the recovery of its amortized cost basis, the extent to which the fair value is less than the amortized cost basis, the length of time and extent to which fair value has been less than the cost basis, the financial condition of the issuer, any historical failure of the issuer to make scheduled interest or principal payments, any changes to the rating of the security by a rating agency, any adverse legal or regulatory events affecting the issuer or issuer’s industry, and any significant deterioration in economic conditions. The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in interest expense in the Consolidated Statements of Operations through an allowance for credit losses. Unrealized gains and losses that are not credit-related are included in accumulated other comprehensive loss. Unrealized losses on available-for-sale debt securities as of December 31, 2020 were not significant and were primarily due to changes in interest rates, including market credit spreads, and not due to increased credit risks associated with specific securities. Accordingly, the Company did not record an allowance for credit losses with these investments as of December 31, 2020. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Financial Instruments and Fair Value Measurements | 4. Financial Instruments and Fair Value Measurements 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 losses, which include gains and losses from derivative instruments, were $28.7 million, $4.2 million and $0.8 million for the years ended December 31, 2021, 2020 and 2019, respectively, and are included in other expense, net in the Consolidated Statements of Operations. 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. Fair Value Measurements 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 periods presented. The fair values of the Company’s assets and liabilities, including cash equivalents, marketable debt securities, derivatives, and contingent consideration are measured at fair value on a recurring basis . December 31, 2021 December 31, 2020 Cash equivalents and marketable debt securities are determined under the fair value categories as follows: Quoted Price in Significant Other Significant Active Market Observable Inputs Unobservable ( in thousands Total (Level 1) (Level 2) Inputs (Level 3) December 31, 2021: Cash equivalents: Money market funds $ 179,451 $ 179,451 $ — $ — Total cash equivalents $ 179,451 $ 179,451 $ — $ — December 31, 2020: Cash equivalents: Money market funds $ 725,108 $ 725,108 $ — $ — Commercial paper 35,996 — 35,996 — Total cash equivalents 761,104 725,108 35,996 — Debt securities, available for sale: Corporate notes 54,188 — 54,188 — Commercial paper 118,957 — 118,957 — Total debt securities, available for sale 173,145 — 173,145 — Total assets measured at fair value $ 934,249 $ 725,108 $ 209,141 $ — 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, 2021 and December 31, 2020 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 1 of the fair value hierarchy based on quoted prices. Fair Value of Senior Convertible Notes The fair value, based on a quoted market price (Level 1), of the Company’s outstanding $650.0 million principal amount of Senior Convertible Notes due 2021 at December 31, 2020 was approximately $651.6 million. The fair value, based on a quoted market price (Level 1), of the Company’s outstanding $450.0 million principal amount of Senior Convertible Notes due 2023 at December 31, 2021 and December 31, 2020 was approximately $450.6 million and $461.9 million, respectively. The fair value, based on a quoted market price (Level 1), of the Company’s outstanding $450.0 million principal amount of Senior Convertible Notes due 2025 at December 31, 2021 and December 31, 2020 was approximately $433.5 million and $436.7 million, respectively. See Note 6, Indebtedness, in the Notes to Consolidated Financial Statements included in this Annual Report . Fair Value of Convertible Note Hedge and Embedded Conversion Derivatives On June 1, 2020, the Company issued $450.0 million principal amount of 1.00% Senior Convertible Notes due 2023, or the 2023 Notes. The 2023 Notes were initially required to be settled in cash as the Company did not have enough available shares and was unable to reserve the maximum number of shares issuable under the 2023 Notes (“sufficient reserved shares”). On September 10, 2020, the Company held a Special Meeting of Stockholders and received stockholder approval to amend the Company’s Restated Certificate of Incorporation to increase the number of shares of its common stock authorized for issuance from 120,000,000 shares to 150,000,000 shares. As a result of the increase in the number of shares of the Company’s common stock authorized for issuance, as of September 10, 2020 and as of December 31, 2020 and December 31, 2021, the Company had sufficient reserved shares and therefore may settle conversions of the 2023 Notes in cash, stock, or a combination thereof, solely at the Company’s discretion. In accordance with authoritative guidance, the cash conversion feature of the 2023 Notes required bifurcation from the 2023 Notes and was initially accounted for as a derivative liability, or the Embedded Conversion Derivative, which was included in long-term liabilities in the Company’s Consolidated Balance Sheets. On September 10, 2020, and in accordance with authoritative literature, the was marked to fair value and reclassified to stockholders’ equity. In connection with the issuance of the 2023 Notes, the Company entered into convertible note hedge transactions, or the 2023 Hedge, entitling the Company . In accordance with authoritative literature, the was marked to fair value and reclassified to stockholders’ equity. Prior to their reclassification to stockholders’ equity on September 10, 2020, were classified as Level 3 of the fair value hierarchy as these derivative instruments were not actively traded and were valued using significant unobservable inputs. The following tables set forth the changes in the estimated fair value for the Company’s derivative assets and liabilities measured using significant unobservable inputs (Level 3): ( in thousands 2020 Assets: Fair value measurement at January 1 $ — Derivative assets recorded in connection with the 2023 Hedge 69,525 Change in fair value measurement (32,233 ) Derivative asset reclassified to stockholders’ equity (37,292 ) Fair value measurement at December 31 $ — ( in thousands 2020 Liabilities: Fair value measurement at January 1 $ — Derivative liability recorded in connection with the 2023 Notes 57,224 Change in fair value measurement (19,932 ) Derivative liability reclassified to stockholders’ equity (37,292 ) Fair value measurement at December 31 $ — During 2020, the fair value measurement was determined utilizing a Black-Scholes valuation model. Key assumptions used in the valuation included risk-free interest rates, volatility, and expected term. The Company recorded the change in fair value measurement associated with its derivative assets and liabilities in other expense, net in the Consolidated Statements of Operations. 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 Monte Carlo 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 Statements of Operations. Contingent consideration arrangements assumed by an asset purchase will be measured and accrued when such contingency is resolved. The recurring Level 3 fair value measurements of contingent consideration liabilities associated with commercial sales milestones include the following significant unobservable inputs as of December 31, 2021: 2021 Valuation Techniques Discounted cash flow, Monte Carlo Discount Rate Range 2.7% - 5.8% Weighted Average Discount Rate 3.8% Expected Years 2021 - 2027 Contingent consideration liabilities were $147.8 million December 31, 2021 December 31, 2020 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 2021 2020 Fair value measurement at January 1 $ 37,041 $ 42,559 Contingent consideration liability recorded upon acquisition 103,400 — Change in fair value measurement 53,404 2,420 Contingent consideration paid or settled (46,006 ) (7,938 ) Changes resulting from foreign currency fluctuations (29 ) — Fair value measurement at December 31 $ 147,810 $ 37,041 During the first quarter of 2021, the Company recorded $103.4 million in contingent consideration liabilities as part of the Simplify Medical acquisition, of which $42.8 million and $60.6 million relate to the regulatory approval and net sales milestones, respectively. In the second quarter of 2021, the Simplify Cervical Disc received approval from the FDA for two-level cervical total disc replacement which resulted in the payment of $45.8 million for the achievement of the regulatory milestone. As a result of the milestone achievement, the Company recorded a $3.0 million increase in the fair value of the contingent consideration liability, which has been recorded within Business Transition Costs in the Company’s Consolidated Statements of Operations in the year ended December 31, 2021. During the fourth quarter of 2021, the Company increased the contingent consideration liabilities related to the net sales milestones by $46.6 million, which resulted from updates to the Company’s forecasted net sales assumptions. The remaining contingent consideration liabilities for the Simplify Medical acquisition totaled $108.5 million as of December 31, 2021. Changes in fair value measurement of the contingent consideration liabilities are recorded in the Consolidated Statements of Operations within the Business Transition Costs line item. 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 financing lease obligations approximated their estimated fair value as of December 31, 2021 and December 31, 2020. During the year ended December 31, 2021, the Company recorded a gain of $3.1 million on a strategic investment. The gain was recorded in other expense, net in the Consolidated Statements of Operations . |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
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 contain contingent consideration arrangements that require the Company to assess the acquisition date fair value of the contingent consideration liabilities. Such liabilities are 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, Financial Instruments and Fair Value Measurements, in the Notes to Consolidated Financial Statements Acquisition of Simplify Medical Pty Limited On February 24, 2021, the Company, through its indirect wholly-owned subsidiary, NuVasive (AUST/NZ) Pty Limited, acquired all of the stock interest in Simplify Medical, of $150.0 million, subject to customary purchase price adjustments, plus additional future payments contingent upon milestones related to regulatory approval and net sales from products incorporating the Simplify Medical cervical disc technology. In April 2021, the Simplify Cervical Disc received approval from the FDA for two-level cervical total disc replacement, resulting in the Company’s payment of $45.8 million for the achievement of the regulatory milestone . Additional milestone payments, which are uncapped and contingent upon net sales from products incorporating the Simplify Medical cervical disc technology, will become payable in calendar years 2023, 2024 and 2025. In connection with the closing, the Company paid $151.0 million, which included a The allocation of the purchase price to the assets acquired and liabilities assumed based on their fair values is as follows: (in thousands) Cash paid for purchase $ 151,026 Cash 1,563 Accounts receivable 203 Inventory 6,710 Other current assets 568 Property, plant and equipment, net 381 Definite-lived intangible assets: Developed technology 141,700 Patents 19,000 Trade names 3,500 Goodwill 81,125 Other assets 7 Contingent consideration liabilities (103,400 ) Accounts payable, accrued expenses and other (331 ) $ 151,026 Goodwill recognized in this transaction is not deductible for tax purposes. Goodwill largely consists of expected net sales synergies resulting from the combination of product portfolios, use of the Company’s existing commercial infrastructure to expand sales of Simplify Medical’s products, seventeen years ten years fifteen years In connection with the acquisition, contingent consideration liabilities of $103.4 million were recorded for the potential regulatory and net sales-based milestone payments. The fair value of the contingent liability related to the regulatory milestone payment was determined using the probability approach based on the probability of the approval being achieved as of various periods See Note 4, Financial Instruments and Fair Value Measurements, in the Notes to Consolidated Financial Statements included in this Annual Report for further discussion on contingent consideration liabilities. Acquisition costs of $4.0 million were included as business transition costs in the Consolidated Statements of Operations. The Company’s results of operations for the year ended December 31, 2021 include the operating results of Simplify Medical The following table presents the unaudited pro forma results for the years ended December 31, 2021 and December 31, 2020. The unaudited pro forma financial information combines the results of operations of the Company and Simplify Medical Simplify Medical (unaudited) Years Ended December 31, (in thousands, except per share amounts) 2021 2020 Net loss $ (67,630 ) $ (69,764 ) Net loss per share: Basic $ (1.31 ) $ (1.36 ) Diluted $ (1.31 ) $ (1.36 ) Variable Interest Entities The Company provides IONM services through various subsidiaries, which conduct business as NuVasive Clinical Services. In providing IONM services to surgeons and healthcare facilities across the United States, the Company maintains contractual relationships with several physician practices, or PCs. In accordance with authoritative guidance, the Company has determined that the PCs are variable interest entities and 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 financial statements. The creditors of the PCs have claims only to 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, 2021 | |
Debt Disclosure [Abstract] | |
Indebtedness | 6. Indebtedness The carrying values of the Company’s Senior Convertible Notes are as follow s: ( in thousands December 31, 2021 December 31, 2020 2.25% Senior Convertible Notes due 2021: Principal amount $ — $ 650,000 Unamortized debt discount — (3,945 ) Unamortized debt issuance costs — (752 ) — 645,303 1.00% Senior Convertible Notes due 2023: Principal amount 450,000 450,000 Unamortized debt discount — (46,837 ) Unamortized debt issuance costs (6,543 ) (11,049 ) 443,457 392,114 0.375% Senior Convertible Notes due 2025: Principal amount 450,000 450,000 Unamortized debt discount — (66,346 ) Unamortized debt issuance costs (8,473 ) (9,542 ) 441,527 374,112 Total Senior Convertible Notes $ 884,984 $ 1,411,529 Less: Current portion — (645,303 ) Long-term Senior Convertible Notes $ 884,984 $ 766,226 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, or the 2021 Notes . On March 15, 2021 the Company settled in full the 2021 Notes at their scheduled maturity as further discussed below The net proceeds from the offering of the 2021 Notes, after deducting initial purchasers' discounts and costs directly related to the offering, were approximately $634.1 million. Prior to September 14, 2020, the 2021 Notes provided for settlement in cash, stock, or a combination thereof, solely at the Company’s discretion. As of September 14, 2020, combination settlement was deemed to have been elected by the Company. The initial conversion rate of the 2021 Notes was 16.7158 shares per $1,000 principal amount, which was equivalent to a conversion price of approximately $59.82 per share, subject to adjustments. For the year ended December 31, 2020, the Company used 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 a convertible notes hedge, or the 2021 Hedge, and warrants, or the 2021 Warrants, concurrently with the issuance of the 2021 Notes. At the time of issuance and in accordance with Accounting Standards Codification Topic 470, the embedded conversion feature of the 2021 Notes required bifurcation from the notes and was accounted for as an equity instrument classified to stockholders’ equity, which resulted in recognizing $84.8 million in additional paid-in-capital during 2016 . As of January 1, 2021, Accordingly, the Company reclassified the unamortized debt discount and corresponding debt issuance costs from its additional paid-in capital to its senior convertible notes within current liabilities in the and retained earnings of $3.9 million and $47.8 million, respectively, and a decrease in deferred tax liabilities and additional paid-in capital by $0.9 million and $46.1 million, respectively. The interest expense recognized on the 2021 Notes during the year ended December 31, 2021 includes $3.0 million and $0.8 million for the contractual coupon interest and the amortization of the debt issuance costs, respectively. The interest expense recognized on the 2021 Notes during the year ended December 31, 2020 includes $14.6 million, $18.6 million and $3.4 million for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively. The interest expense recognized on the 2021 Notes during the year ended December 31, 2019 includes $14.6 million, $17.6 million and $3.2 million for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively. The effective interest rate on the 2021 Notes was 5.8%, which included the interest on the notes, amortization of the debt discount and debt issuance costs. Subsequent to the adoption of ASU 2020-06, the effective interest rate on the 2021 Notes was 2.9%, which included the interest on the notes and debt issuance costs. Prior to September 15, 2020, holders could have converted 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 was 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 fell 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 could have converted their 2021 Notes at any time (regardless of the foregoing circumstances). The Company had the ability to redeem the 2021 Notes, at its option, in whole or in part beginning on 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 had 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. No principal payments were due on the 2021 Notes prior to maturity. Other than restrictions relating to certain fundamental changes and consolidations, mergers or asset sales and customary anti-dilution adjustments, the 2021 Notes did not contain any financial covenants and did not restrict the Company from paying dividends or issuing or repurchasing any of its other securities. As of September 15, 2020, holders could have converted their 2021 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. As a result, the 2021 Notes were considered redeemable as of December 31, 2020. A portion of the equity component that was recorded upon the issuance of the 2021 Notes was reclassified to temporary equity in the Consolidated Balance Sheets as of December 31, 2020. Such amount was determined based on the cash consideration to be paid upon conversion and the carrying amount of the debt. The reclassification into temporary equity as of December 31, 2020 was $4.7 million based on the 2021 Notes principal of $650.0 million and the carrying value of $645.3 million. 2021 Hedge In connection with the offering of the 2021 Notes, the Company entered into the hedge transaction with the initial purchasers of the 2021 Notes and/or their affiliates, or 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 was 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 expired on March 15, 2021 and was put in place 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 exceeded the strike price of the 2021 Hedge. Prior to its expiration, an assumed exercise of the 2021 Hedge by the Company was 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 expired on various dates from June 2021 through December 2021 and could have only be settled in cash or net shares. As of December 31, 2021, all of the warrants have expired unexercised. The Company received $44.9 million in cash proceeds from the sale of the 2021 Warrants, which was recorded in additional paid-in-capital. Prior to their expiration and termination, the 2021 Warrants could have had 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 exceeded the strike price of the 2021 Warrants, which was $80.00 per share. The Company used the treasury share method for assumed conversion of the 2021 Warrants to compute the weighted average common shares outstanding for diluted earnings per share. Settlement of the 2021 Notes and 2021 Hedge On March 15, 2021, the 2021 Notes reached maturity and the Company settled in full the 2021 Notes. The Company received conversion notices from the holders of 1.4% of the 2021 Notes, representing $9.1 million outstanding principal amount thereof, or the Conversions. The Company paid an aggregate of $649.4 million in cash for the settlement of the 2021 Notes, which included $640.9 million in satisfaction of the outstanding principal of the 2021 Notes and $8.5 million in cash in connection with the settlement of the Conversions. The Company funded the repayment of the outstanding principal amount of the 2021 Notes, accrued interest thereon, and the cash component of the Conversions using available cash on hand. In connection with the settlement of the 2021 Notes, the Company exercised its rights under the convertible note hedge transactions with the 2021 Counterparties on March 15, 2021 and received 842 shares of its own common stock. 1.00% Senior Convertible Notes due 2023 In June 2020, the Company issued $450.0 million principal amount of unsecured Senior Convertible Notes with a stated interest rate of 1.00% and a maturity date of June 1, 2023. The net proceeds from the offering, after deducting initial purchasers’ discounts and costs directly related to the offering, were approximately $436.7 million. The 2023 Notes were initially required to be settled in cash as the Company did not have sufficient reserved shares. On September 10, 2020, the Company held a Special Meeting of Stockholders and received stockholder approval to amend the Company’s Restated Certificate of Incorporation to increase the number of shares of its common stock authorized for issuance from 120,000,000 shares to 150,000,000 shares. As a result of the increase in the number of shares of the Company’s common stock authorized for issuance, as of September 10, 2020 and as of December 31, 2020 and 2021, the Company had sufficient reserved shares and therefore may settle conversions of the 2023 Notes 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 2023 Notes is 11.8778 shares per $1,000 principal amount, which is equivalent to a conversion price of approximately $84.19 per share, subject to adjustments. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase the conversion rate for a holder who elects to convert its 2023 Notes in connection with such a corporate event in certain circumstances. As of December 31, 2020, the Company uses the treasury share method for assumed conversion of the 2023 Notes to compute the weighted average shares of common stock outstanding for diluted earnings per share. The Company also entered into transactions for a convertible notes hedge and warrants concurrently with the issuance of the 2023 Notes. As discussed in Note 4, Financial Instruments and Fair Value Measurements, in the Notes to Consolidated Financial Statements included in this Annual Report, at the time of issuance the Embedded Conversion Derivative required bifurcation from the 2023 Notes and was initially accounted for as a liability, which was included in long-term liabilities in the Company’s Consolidated Balance Sheet. The fair value of the 2023 Notes Embedded Conversion Derivative was $ million, and was recorded as the original debt discount for purposes of accounting for the debt component of the 2023 Notes. On September 10, 2020, as a result of the increase in the number of shares of the Company’s common stock authorized for issuance, the Company had sufficient reserved shares to settle conversions of the 2023 Notes in cash, stock, or a combination thereof, and in accordance with authoritative literature, the Embedded Conversion Derivative was marked to fair value and reclassified to stockholders’ equity, which resulted in recognizing $37.3 million in additional paid-in-capital during 2020. The original issue discount is recognized as interest expense using the effective interest method As of January 1, 2021, the Company early adopted ASU 2020-06, which removed the requirement of separating the embedded conversion feature classified within stockholders’ equity from the 2023 Notes. The standard also required the Company to use the if-converted method in the calculation of diluted earnings per share. Accordingly, the Company reclassified the unamortized debt discount from its additional paid-in capital to its senior convertible notes within long-term liabilities in the convertible notes and retained earnings of $46.8 million and $7.9 million, respectively, and a decrease in deferred tax liabilities and additional paid-in capital by $11.2 million and $43.5 million, respectively The interest expense recognized on the 2023 Notes during the year ended December 31, 2021 includes $4.5 million for both the contractual coupon interest and amortization of the debt issuance costs, respectively. The interest expense recognized on the 2023 Notes during the year ended December 31, 2020 includes $2.6 million, $10.4 million and $2.2 million for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively. The effective interest rate on the 2023 Notes was 6.8%, which included the interest on the notes, amortization of the debt discount and debt issuance costs. Subsequent to the adoption of ASU 2020-06, the effective interest rate on the 2023 Notes is 2.0%, which includes the interest on the notes and debt issuance costs. Interest on the 2023 Notes began accruing upon issuance and is payable semi-annually. Prior to February 1, 2023, holders may convert their 2023 Notes only under the following conditions: (a) during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (b) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price of the 2023 Notes per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on such trading day; or (c) upon the occurrence of specified corporate events, as defined in the 2023 Notes. On or after February 1, 2023, until the close of business on the second scheduled trading day immediately preceding June 1, 2023, holders may convert their 2023 Notes at any time, regardless of the foregoing conditions. The Company may not redeem the 2023 Notes prior to the maturity date and no principal payments are due on the 2023 Notes prior to maturity. Other than restrictions relating to certain fundamental changes and consolidations, mergers or asset sales and customary anti-dilution adjustments, the 2023 Notes do not contain any financial covenants and do not restrict the Company from conducting significant restructurings, paying dividends or issuing or repurchasing any of its other securities. As of December 31, 2021, the Company is unaware of any current events or market conditions that would allow holders to convert the 2023 Notes. 2023 Hedge In connection with the sale of the 2023 Notes, the Company entered into privately negotiated call option transactions with certain dealers, which included affiliates of certain of the initial purchasers of the 2023 Notes and other financial institutions, or the 2023 Counterparties, entitling the Company to purchase up to 5,345,010 shares of the Company’s common stock at an initial stock price of $84.19 per share, each of which is subject to adjustment. The 2023 Hedge was initially required to be settled in cash as the Company did not have sufficient reserved shares with respect to the 2023 Notes. As a result, the 2023 Hedge was accounted for as a derivative asset, which was included in long-term assets in the Company’s Consolidated Balance Sheets. The cost of the 2023 Hedge was $69.5 million. In accordance with authoritative literature, the Convertible Note Hedge Derivative was marked to fair value and reclassified to stockholders’ equity, which resulted in recognizing a reduction of $37.3 million in additional paid-in-capital during the year ended December 31, 2020. The 2023 Hedge will expire on the second scheduled trading day immediately preceding June 1, 2023. The 2023 Hedge is expected to reduce the potential equity dilution upon conversion of the 2023 Notes if the daily volume-weighted average price per share of the Company’s common stock exceeds the strike price of the 2023 Hedge. An assumed exercise of the 2023 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. 2023 Warrants In connection with the sale of the 2023 Notes, the Company sold warrants to the 2023 Counterparties, or the 2023 Warrants, to acquire up to 5,345,010 shares of the Company’s common stock. The 2023 Warrants initially limited the amount of shares the Company was required to reserve for issuance under the 2023 Warrants to an aggregate of 3,093,500 shares of the Company’s common stock, subject to adjustment upon the Company having a sufficient amount of authorized and unissued shares which are not reserved for other transactions. As a result of the Company receiving stockholder approval to increase the number of shares of the Company’s common stock authorized for issuance on September 10, 2020, the Company subsequently entered into amendment agreements with each of the 2023 Counterparties to increase the number of authorized shares of the Company’s common stock required to be reserved under the 2023 Warrants to the aggregate amount of 6,948,512 shares. The 2023 Warrants will expire on various dates from September 2023 through November 2023 and may be settled in net shares or cash, subject to certain conditions. It is the Company’s current intent and policy to settle all conversions in shares of the Company’s common stock. The Company received $46.8 million in cash proceeds from the sale of the 2023 Warrants, which was recorded in additional paid-in-capital. The 2023 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 2023 Warrants, which is $104.84 per share. The Company uses the treasury share method for assumed conversion of its 2023 Warrants to compute the weighted average common shares outstanding for diluted earnings per share. 0.375% Senior Convertible Notes due 2025 In March 2020, the Company issued $450.0 million principal amount of unsecured Senior Convertible Notes with a stated interest rate of 0.375% and a maturity date of March 15, 2025, or the 2025 Notes. The net proceeds from the offering, after deducting initial purchasers’ discounts and costs directly related to the offering, were approximately $437.0 million. The 2025 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 2025 Notes is 10.7198 shares per $1,000 principal amount, which is equivalent to a conversion price of approximately $93.29 per share, subject to adjustments. In addition, following certain corporate events that occur prior to the maturity date or if the Company issues a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its 2025 Notes in connection with such a corporate event or in connection with such redemption in certain circumstances. As of December 31, 2020, the Company uses the treasury share method for assumed conversion of the 2025 Notes to compute the weighted average shares of common stock outstanding for diluted earnings per share. The Company also entered into transactions for a convertible notes hedge, or the 2025 Hedge, and warrants, or the 2025 Warrants, concurrently with the issuance of the 2025 Notes. At the time of issuance and in accordance with Accounting Standards Codification Topic 470, the embedded conversion feature of the 2025 Notes required bifurcation from the notes and was initially accounted for as an equity instrument classified to stockholders’ equity, which resulted in recognizing $78.3 million in additional paid-in-capital during 2020 . As of January 1, 2021, Accordingly, the Company reclassified the unamortized debt discount and corresponding debt issuance costs from its additional paid-in capital to its senior convertible notes within long-term liabilities in the and retained earnings of $64.7 million and $8.8 million, respectively, and a decrease in deferred tax liabilities and additional paid-in capital by $15.9 million and $57.6 million, respectively. The interest expense recognized on the 2025 Notes during the year ended December 31, 2021 includes $1.7 million and $2.7 million for the contractual coupon interest and the amortization of the debt issuance costs, respectively. The interest expense recognized on the 2025 Notes during the year ended December 31, 2020 includes $1.4 million, $11.9 million and $1.5 million for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively. The effective interest rate on the 2025 Notes was 4.9%, which included the interest on the notes, amortization of the debt discount and debt issuance costs. Subsequent to the adoption of ASU 2020-06, the effective interest rate on the 2025 Notes is 1.0%, which includes the interest on the notes and debt issuance costs. Interest on the 2025 Notes began accruing upon issuance and is payable semi-annually. Prior to September 15, 2024, holders may convert their 2025 Notes only under the following conditions: (a) during any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (b) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price of the 2025 Notes per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on such trading day; (c) if the Company calls any or all of the 2025 Notes for redemption, at any time prior to the close of business on the second scheduled trading day preceding the redemption date; or (d) upon the occurrence of specified corporate events, as defined in the 2025 Notes. On or after September 15, 2024, until the close of business on the second scheduled trading day immediately preceding March 15, 2025, holders may convert their 2025 Notes at any time, regardless of the foregoing conditions. The Company may not redeem the 2025 Notes prior to March 20, 2023. The Company may redeem the 2025 Notes, at its option, in whole or in part, on or after March 20, 2023 until the close of business on the business day immediately preceding September 15, 2024, 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 2025 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date 2025 Hedge In connection with the sale of the 2025 Notes, the Company entered into privately negotiated call option transactions with certain dealers, which included affiliates of certain of the initial purchasers of the 2025 Notes and other financial institutions, or the 2025 Counterparties, entitling the Company to purchase up to 4,823,910 shares of the Company’s common stock at an initial stock price of $93.29 per share, each of which is subject to adjustment. The cost of the 2025 Hedge was $78.3 million and accounted for as an equity instrument by recognizing $78.3 million in additional paid-in-capital during the year ended December 31, 2020. The 2025 Hedge will expire on the second scheduled trading day immediately preceding March 15, 2025. The 2025 Hedge is expected to reduce the potential equity dilution upon conversion of the 2025 Notes if the daily volume-weighted average price per share of the Company’s common stock exceeds the strike price of the 2025 Hedge. An assumed exercise of the 2025 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. 2025 Warrants The Company sold warrants to the 2025 Counterparties to acquire up to 4,823,910 shares of the Company’s common stock. The 2025 Warrants will expire on various dates from June 2025 through October 2025 and may be settled in net shares or cash, subject to certain conditions. It is the Company’s current intent and policy to settle all conversions in shares of the Company’s common stock. The Company received $47.1 million in cash proceeds from the sale of the 2025 Warrants, which was recorded in additional paid-in-capital. The 2025 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 2025 Warrants, which is $127.84 per share. The Company uses the treasury share method for assumed conversion of its 2025 Warrants to compute the weighted average common shares outstanding for diluted earnings per share. Revolving Senior Credit Facility In February 2020, the Company entered into a Second Amended and Restated Credit Agreement, or the 2020 Credit Agreement for a revolving senior credit facility, or the 2020 Facility, which replaced the previous Amended and Restated Credit Agreement the Company had entered into in April 2017. The 2020 Credit Agreement was further amended in May 2020 to, among other things, provide additional flexibility in determining the financial covenant leverage ratios for the second and third fiscal quarters of 2020 and to adjust certain margin and benchmark rates used to determine interest under the 2020 Facility. The 2020 Credit Agreement provides for secured revolving loans, multicurrency loan options and letters of credit in an aggregate amount of up to $ 550.0 and includes a sublimit of $50.0 million for standby letters of credit, a sublimit of $250.0 million for multicurrency borrowings, and a sublimit of $5.0 million for swingline loans. All assets of the Company and its material domestic subsidiaries continue to be pledged as collateral under the 2020 Facility (subject to customary exceptions) pursuant to the terms set forth in the Second Amended and Restated Security and Pledge Agreement executed in favor of the administrative agent by the Company. Each of the Company’s material domestic subsidiaries guarantee the 2020 Facility. In connection with the 2020 Facility, the Company incurred issuance costs which will be amortized over the term of the 2020 Facility. Any borrowings under the 2020 Facility are intended to be used by the Company to provide financing for working capital and other general corporate purposes, including potential mergers and acquisitions and to refinance indebtedness. Borrowings under the 2020 Facility bear interest, at the Company’s option, at a rate equal to an applicable margin plus: (a) the applicable Eurocurrency Rate (as defined in the 2020 Credit Agreement), or (b) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50%, (2) the Bank of America prime rate, and (3) the Eurocurrency Rate for an interest period of one month plus 1.00%. The margin for the 2020 Facility ranges, based on the Company’s consolidated total net leverage ratio, from 0.50% to 1.25% in the case of base rate loans and from 1.50% to 2.25% in the case of Eurocurrency Rate loans. The 2020 Facility includes an unused line fee ranging, based on the Company’s consolidated total net leverage ratio, from 0.35% to 0.50% per annum on the revolving commitment. The 2020 Credit Agreement contains affirmative, negative, permitted acquisition and financial covenants, and events of default customary for financings of this type. The financial covenants require the Company to maintain a consolidated interest coverage ratio and certain consolidated leverage ratios, which are measured on a quarterly basis. The 2020 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 2020 Credit Agreement covenants. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | 7. Commitments Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use asset upon commencement of the lease using a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. The Company records lease liabilities within current liabilities or long-term liabilities based upon the length of time associated with the lease payments. The Company records its operating lease right-of-use assets as long-term assets. Right-of-use assets for financing leases are recorded within property and equipment, net in the Consolidated Balance Sheets. Leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets. The Company recognizes lease expense on a straight-line basis over the lease term. In connection with certain operating leases, the Company has security deposits recorded and maintained as restricted cash and investments totaling $1.5 million as of December 31, 2021 The Company leases office and storage facilities and equipment under various operating and financing lease agreements. The initial terms of these leases range from 1 to 17 years and generally provide for periodic rent increases, and renewal and termination options The Company’s lease agreements do not contain any material variable lease payments, residual value guarantees or material restrictive covenants. Certain leases require the Company to pay taxes, insurance and maintenance. Payments for the transfer of goods or services such as common area maintenance and utilities represent non-lease components. The Company elected the package of practical expedients and therefore does not separate non-lease components from lease components. The table below summarizes the Company’s right-of-use assets and lease liabilities: (in thousands, except years and rates) December 31, 2021 December 31, 2020 Assets Operating $ 102,987 $ 102,270 Financing 2,276 2,956 Total leased assets $ 105,263 $ 105,226 Liabilities Current: Operating $ 9,867 $ 7,875 Financing 1,546 1,355 Long-term: Operating 111,592 111,634 Financing 885 1,812 Total lease liabilities $ 123,890 $ 122,676 Supplemental non-cash information: Weighted-average remaining lease term (years) - operating leases 11.6 12.8 Weighted-average remaining lease term (years) - finance leases 2.1 2.2 Weighted-average discount rate - operating leases 5.3 % 5.4 % Weighted-average discount rate - finance leases 4.7 % 4.9 % The table below summarizes the Company’s lease costs, cash payments, and operating lease liabilities arising from obtaining right-of-use assets under its operating and financing lease obligations: (in thousands) December 31, 2021 December 31, 2020 Lease expense: Operating lease expense $ 16,088 $ 15,316 Finance lease expense: Depreciation of right-of-use assets 1,374 1,201 Interest expense on lease liabilities 112 124 Total lease expense $ 17,574 $ 16,641 Consolidated Statements of Cash Flows information: Operating cash flows used for operating leases $ 15,394 $ 14,120 Operating cash flows used for financing leases 102 124 Financing cash flows used for financing leases 1,325 1,113 Total cash paid for amounts included in the measurement of lease liabilities $ 16,821 $ 15,357 Supplemental non-cash information: Operating lease liabilities arising from obtaining right-of-use assets $ 11,871 $ 41,148 The Company’s future minimum annual lease payments under operating and financing leases at December 31, 2021 Financing Operating (in thousands) Leases Leases 2022 $ 1,611 $ 16,025 2023 692 15,130 2024 153 13,914 2025 34 12,529 2026 26 12,307 Thereafter — 96,587 Total minimum lease payments $ 2,516 $ 166,492 Less: amount representing interest (85 ) (45,033 ) Present value of obligations under leases 2,431 121,459 Less: current portion (1,546 ) (9,867 ) Long-term lease obligations $ 885 $ 111,592 Licensing and Purchasing Agreements The Company has both minimum and contingent obligations to make payments of up to $65.9 if specified future events occur or conditions are met specify milestone payment timelines 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 such executives are terminated for reasons other than cause, as defined in those agreements and plans. Certain agreements call for payments that are based on historical compensation, and accordingly, the amount of the contractual commitment will change over time commensurate with the executive’s applicable earnings. At December 31, 2021, future commitments for such key executives were approximately $17.3 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, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity In October 2017, the Company announced that the Board of Directors approved a share repurchase program authorizing the repurchase of up to $100 million of the Company’s common stock over a three-year On September 10, 2020, upon obtaining stockholder approval, |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation Common Stock There were 150,000,000 shares of common stock authorized for both December 31, 2021 and 2020 . Preferred Stock There are 5,000,000 shares of preferred stock authorized and none issued or outstanding at December 31, 2021 and 2020. Stock-based Compensation In March 2014, the Compensation Committee, or the Compensation Committee, of the Board of Directors of the Company adopted the 2014 Equity Incentive Plan of NuVasive, Inc., or the 2014 EIP, replacing the 2004 Amended and Restated Equity Incentive Plan, or the 2004 EIP. The 2004 EIP terminated in February 2014, upon the tenth anniversary of its effective date, and no further awards may be granted or are outstanding under the 2004 EIP as of December 31, 2021. 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 employees upon a change in control and the vesting of the remaining unvested equity awards for those employees that are involuntarily terminated within a year of the change in control. The 2014 EIP allows 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 employee 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, the Company assumed the Ellipse Technologies, Inc. 2015 Incentive Award Plan and the shares thereunder, subject to an equity exchange adjustment, for future awards by the Company. The compensation cost that has been included in the Consolidated Statements of Operations for the Company’s stock-based compensation plans was as follows: Year Ended December 31, ( in thousands 2021 2020 2019 Selling, general and administrative expense $ 18,924 $ 12,622 $ 25,968 Research and development expense 6,112 5,259 3,798 Cost of sales 256 264 531 Stock-based compensation expense before taxes 25,292 18,145 30,297 Related income tax benefits (4,391 ) (3,088 ) (6,191 ) Stock-based compensation expense, net of taxes $ 20,901 $ 15,057 $ 24,106 As of December 31, 2021, there was $21.4 million and $19.4 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 2.7 years, respectively. In addition, as of December 31, 2021, 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 2022. There was no unamortized expense for stock options as of December 31, 2021. Restricted Stock Units The total fair value of RSUs that vested during the year ended December 31, 2021, 2020, and 2019 was $18.0 million, $12.1 million and $21.5 million, respectively. Following is a summary of RSU activity for the year ended December 31, 2021: Weighted Average Number of Grant Date ( in thousands, except per share amounts Shares Fair Value Outstanding at December 31, 2020 994 $ 58.94 Granted 412 61.85 Vested (266 ) 55.00 Forfeited (148 ) 60.88 Outstanding at December 31, 2021 992 $ 60.91 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 91,000, 71,000, and 122,000 in 2021 2020 , and 2019 , 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 $6.1 million, $4.1 million and $7.2 million in 2021 , 2020 and 2019 , 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, which have included targets for net sales, operating margin, earnings per share and total shareholder return over pre-determined periods of time. Share payout levels range from 0% to 200% depending on the respective terms of an award. Based upon the Company’s actual performance against the performance conditions, approximately 105,000, 61,000 and 276,000 shares of common stock vested pursuant to PRSUs in 2021, 2020 and 2019, respectively. The total fair value of PRSUs vested during 2021, 2020, 2019 and was $7.1 million, $3.8 million and $19.9 million, respectively. Following is a summary of PRSU activity for the year ended December 31, 2021: Maximum Number ( in thousands, except per share amounts Shares of Shares Eligible to be Issued Average Grant Date Fair Value Outstanding at December 31, 2020 619 850 $ 57.38 Awarded at target 294 445 59.77 Vested (105 ) (105 ) 53.93 Forfeited (139 ) (249 ) 57.72 Outstanding at December 31, 2021 669 941 $ 58.95 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 41,000, 25,000 and 121,000 in 2021 2020 and 2019 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 $2.8 million, $1.6 million, and $7.2 million in 2021 2020 , and 2019 respectively. Stock Options The Company has not granted any stock options since 2011. The stock options previously granted were exercisable for a period of up to ten years after the date of grant. The Company issued approximately 16,000 . The aggregate intrinsic value of outstanding stock options at December 31, 2020 is based on the Company’s closing stock price on December 31, 2020 of $56.33. Stock option exercises during the years ended December 31, 2020 and 2019 were primarily all executed with net share settlements, for which the Company did not receive any cash proceeds. The total intrinsic value of stock options exercised was $0.4 million and $1.0 million during the years ended December 31, 2020 and 2019, respectively. There were no stock options that vested during the years ended December 31, 2021, 2020 or 2019. no Employee Stock Purchase Plan The NuVasive, Inc. 2004 Amended and Restated Employee Stock Purchase Plan, or 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 six-month 136,000 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, 2021 2020 2019 ESPP Volatility 39 % 56 % 35 % Expected term (years) 0.5 0.5 0.5 Risk free interest rate 0.1 % 0.5 % 2.3 % 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, 2021 ( in thousands Issued and outstanding RSUs and PRSUs 1,678 Available for issuance under the ESPP 676 Available for future grant 3,359 2023 Notes 7,082 2023 Warrants 6,949 2025 Notes 6,512 2025 Warrants 6,271 Total shares reserved for future issuance 32,527 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes Total (loss) income before income taxes summarized by region was as follows: Year Ended December 31, ( in thousands 2021 2020 2019 United States $ 21,096 $ (45,534 ) $ 74,721 Foreign (79,480 ) (2,011 ) 5,796 Total (loss) income before income taxes $ (58,384 ) $ (47,545 ) $ 80,517 The income tax provision (benefit) was as follows: Year Ended December 31, ( in thousands 2021 2020 2019 Current: Federal $ 3,607 $ (35 ) $ 4,802 State 2,989 2,309 4,638 Foreign 3,268 4,675 2,205 Total current provision 9,864 6,949 11,645 Deferred: Federal (902 ) (13,800 ) 5,873 State (6,573 ) (8,315 ) (4,565 ) Foreign (23,040 ) (3,849 ) (819 ) Total deferred provision (30,515 ) (25,964 ) 489 Changes in tax rate 47 (579 ) 606 Changes in valuation allowance 26,306 9,202 2,543 Total provision (benefit) $ 5,702 $ (10,392 ) $ 15,283 The differences between the income tax provision at the United States federal statutory tax rate and the Company’s effective tax rate were as follows: Year Ended December 31, ( in thousands 2021 2020 2019 Tax provision (benefit) at federal statutory rate $ (12,261 ) $ (9,984 ) $ 16,909 Valuation allowance 26,306 9,202 2,543 Compensation expense 2,153 3,314 1,643 Acquisition related charges 1,338 687 (1,808 ) State income tax 979 (1,243 ) 3,763 Nondeductible meals and entertainment 171 351 717 Return to provision adjustments 116 (881 ) (2,323 ) Change in tax rates 47 (579 ) 606 Income tax reserves (447 ) (4,217 ) (1,146 ) Foreign tax rate differences from federal statutory rate (7,166 ) (1,215 ) 716 Income tax credits and incentives (7,286 ) (7,155 ) (7,209 ) Other 1,752 1,328 872 Total provision (benefit) $ 5,702 $ (10,392 ) $ 15,283 Significant components of the Company’s deferred tax assets and liabilities were as follows: December 31, ( in thousands 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 87,671 $ 47,407 Amortization 66,482 67,945 Inventory 48,244 35,763 Lease liability 28,402 28,356 General business and other credit carryforwards 25,913 26,542 Original issue discount 22,130 3,735 Stock-based compensation 10,042 9,918 Other 34,666 27,479 Gross deferred tax assets 323,550 247,145 Less valuation allowance (168,409 ) (130,434 ) Net deferred tax assets 155,141 116,711 Deferred tax liabilities: Depreciation (46,597 ) (44,760 ) Acquired intangibles (34,181 ) (27,544 ) Right-of-use assets (23,904 ) (24,122 ) Other (3,137 ) (5,176 ) Total deferred tax liabilities (107,819 ) (101,602 ) Net deferred tax assets $ 47,322 $ 15,109 The Company consolidates subsidiaries in foreign jurisdictions which use the local currency as their functional currency. Since income taxes for these subsidiaries are assessed in their local currency, deferred tax balances are translated into the Company’s reporting currency and adjusted for changes in the exchange rates over time through the cumulative translation account. During 2021, as a result of the adoption of ASU 2020-06, net decreases in deferred tax liabilities of $28.9 million and valuation allowance of $0.9 million were recorded against stockholders’ equity. Additionally, during 2021, as a result of the Simplify Medical acquisition, the Company recorded an increase in deferred tax assets of $10.7 million and an offsetting increase in valuation allowance of the same amount against goodwill. Accordingly, these changes in deferred tax balances are not reflected in income tax expense and create differences between changes in net deferred tax assets and deferred tax expense for the year ended December 31, 2021. As a result of the acquisition of Simplify Medical, the Company changed its judgment with respect to the ability to realize approximately $0.7 million on the deferred tax assets that existed at January 1, 2021. The following table summarizes the activity related to the Company’s unrecognized tax benefits: Year Ended December 31, ( in thousands 2021 2020 2019 Gross unrecognized tax benefits at January 1 $ 18,316 $ 20,328 $ 19,545 Increases in tax positions for prior years 165 1,758 62 Decreases in tax positions for prior years — — (112 ) Increases in tax positions for current year relating to ongoing operations 2,087 2,159 2,073 Decreases in tax positions as a result of a lapse of statute of limitations (769 ) (5,929 ) (616 ) Increases in tax positions for current year relating to acquisitions — — — Decreases in tax positions due to settlements with taxing authorities (56 ) — (624 ) Gross unrecognized tax benefits at December 31 $ 19,743 $ 18,316 $ 20,328 At December 31, 2021, 2020, and 2019, $17.8 million, $16.5 million, and $18.7 million, respectively, of the Company’s total unrecognized tax benefits, if recognized, would impact the effective income tax rate. In accordance with the disclosure requirements as described in ASC Topic 740, Income Taxes, the Company classified uncertain tax positions as non-current income tax liabilities unless expected to be paid in one year. The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. For the years ended December 31, 2021, 2020, and 2019, the Company recognized approximately $0.1 million, $(0.1) million, and $0.1 million, respectively, in interest and penalties as income tax (expense) benefit in the Consolidated Statements of Operations. The Company had approximately $0.1 million and $0.1 million accrued for interest and penalties at December 31, 2021 and 2020, respectively, in the Consolidated Balance Sheets. The Company believes there are no significant unrecognized tax positions that are expected to reverse by the end of 2022. The Company is subject to routine compliance reviews on various tax matters around the world in the ordinary course of business. Currently, the only active audits are with the U.S. Internal Revenue Service for 2014 – 2016 tax years and New York State for 2018 – 2019 tax years. California is subject to examination in all years due to prior year net operating losses and research and development credits. Other major state and foreign jurisdictions remain subject to examination from 2017 and 2014 forward, respectively. The Company made the accounting policy election to treat taxes due on U.S. inclusions in taxable income related to Global Intangible Low-Taxed Income as a current period expense when incurred (the "period cost method"). The Company has a deficit in undistributed earnings attributable to operations in its controlled foreign corporations as of December 31, 2021. Additionally, due to recent tax reform in the United States and favorable treaties between the United States and countries in which its controlled foreign corporations operate, the Company has the ability to repatriate earnings without incurring additional tax liabilities. Accordingly, the Company has not recorded a liability for taxes associated with any future distributions of these undistributed earnings. At December 31, 2021, the Company had $1.8 million, $55.1 million and $0.3 million of federal, state and foreign net operating loss carryforwards, respectively. Federal net operating loss carryforwards begin to expire in 2026, state net operating loss carryforwards begin to expire in 2021, and foreign net operating losses carry forward indefinitely. The Company also has federal and California research and development income tax credit carryforwards of $7.9 million and $41.3 million, respectively. The federal credits will begin to expire in 2038, while the California credits can be carried forward indefinitely. 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, 2021 | |
Segment Reporting [Abstract] | |
Business Segment, Product and Geographic Information | 11. Business Segment, Product and Geographic Information The Company operates in one The Company’s CODM reviews net sales 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. The Company has disclosed the net sales 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. The Company’s surgical support product offerings include IONM services, disposables and biologics, and capital equipment, all of which are used to aid spinal surgery. Net sales by product line was as follows: Year Ended December 31, ( in thousands 2021 2020 2019 Spinal hardware $ 856,556 $ 783,510 $ 851,440 Surgical support 282,432 267,072 316,630 Total net sales $ 1,138,988 $ 1,050,582 $ 1,168,070 Net sales and property and equipment, net, by geographic area were as follows: Net Sales Property Year Ended December 31, December 31, ( in thousands 2021 2020 2019 2021 2020 United States $ 876,614 $ 821,824 $ 941,086 $ 256,688 $ 239,802 International (excludes Puerto Rico) 262,374 228,758 226,984 46,976 46,567 Total $ 1,138,988 $ 1,050,582 $ 1,168,070 $ 303,664 $ 286,369 |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Contingencies [Abstract] | |
Contingencies | 12. 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 and when warranted, take legal action against others. Furthermore, the Company regularly assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements. 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. 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. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | Description of Business NuVasive, Inc., or the Company, or NuVasive, was incorporated in Delaware on July 21, 1997, and began commercializing its products in 2001. • • • • • • In addition, the Company also designs and sells expandable growing rod implant systems for the treatment of early-onset scoliosis 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. This technology is also the basis for the Company’s Precice line of products which is designed to support complex orthopedic reconstruction, such as trauma and limb length discrepancy. Precice is an intramedullary device that, once implanted, utilizes the MAGEC technology to non-invasively lengthen the femur and tibia. The COVID-19 pandemic materially impacted the Company’s business and results of operations in fiscal years 2020 and 2021. Many government agencies in conjunction with hospitals and healthcare systems have, to varying degrees, deferred, reduced, or suspended elective surgical procedures due to COVID-19. While certain spine surgeries are deemed essential and certain surgeries, like in cases of trauma, cannot be delayed, the Company has seen and may continue to see a significant reduction in procedural volumes as hospital systems and/or patients elect to defer spine surgery procedures. The COVID-19 pandemic continues to evolve and its impact on the Company’s business will depend on several factors that are highly uncertain and unpredictable, including, the efficacy and adoption of vaccines, future resurgences of the virus and its variants, the speed at which government restrictions are lifted, patient capacity at hospitals and healthcare systems, the duration and severity of healthcare worker shortages, and the willingness and ability of patients to seek care and treatment due to safety concerns or financial hardship. |
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 interest at the acquisition date and classifies the amounts attributable to non-controlling interest 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. |
Use of Estimates | Use of Estimates To prepare financial statements in conformity with generally accepted accounting principles, or U.S. GAAP, accepted in the United States, management must make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions involve judgments with respect to numerous factors that are difficult to predict. As a result, actual amounts could be materially different from these estimates. |
Recently Accounting Pronouncements Not Yet Adopted And Recently Adopted Accounting Standards | Recent Accounting Pronouncements Not Yet Adopted In October 2021, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an entity (acquirer) to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. This update is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company is currently evaluating the impact the standard will have on our Consolidated Financial Statements. Recently Adopted Accounting Standards In January 2020, the FASB issued Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) The Company early adopted ASU 2020-06 on January 1, 2021, electing the modified transition method that allows for a cumulative-effect adjustment in the period of adoption, and did not restate prior periods. As a result of the adoption, the Company increased its senior convertible debt liabilities and retained earnings on January 1, 2021 by $115.4 million and $64.5 million, respectively, and decreased its deferred tax liabilities and additional paid-in capital by $28.0 million and $147.2 million, respectively. As a result of the adoption of ASU 2020-06, diluted loss per share decreased by $ 0.54 year ended December 31, 2021. See Note 6, Indebtedness, in the Notes to Consolidated Financial Statements included in this Annual Report for further discussion on the adoption of ASU 2020-06 |
Revenue Recognition | Revenue Recognition In accordance with Accounting Standards Codification 606 Revenue from Contracts with Customers, or ASC 606, the Company recognizes revenue upon the transfer of goods or services to a customer at an amount that reflects the expected consideration to be received in exchange for those goods or services. The principles in ASC 606 are applied using the following five steps: (i) identify the contract with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies its performance obligation(s). Specifically, revenue from the sale of implants, fixation products and disposables is generally recognized at an amount that reflects the expected consideration upon notice that the Company’s products have been used in a surgical procedure or upon shipment to a third-party customer assuming control of the products. Revenue from IONM services is recognized in the period the service is performed for the amount of consideration expected to be received. Revenue from the sale of surgical instrument sets is generally recognized upon receipt of a purchase order and the subsequent shipment to a customer who assumes control. In certain cases, the Company does offer the ability for customers to lease surgical instrumentation primarily on a non-sales type basis. Revenue from the sale or lease of is recognized when the Company transfers control to the customer, which is generally at the point when acceptance occurs that indicates customer acknowledgment of delivery or installation, depending on the terms of the arrangement |
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 credit losses. The Company maintains an allowance for credit losses resulting from the inability of its customers, including hospitals, ambulatory surgery centers, and distributors, to make required payments. The allowance for credit losses is calculated quarterly, and is estimated on a region-by-region basis considering a number of factors including age of account balances, collection history, historical account write-offs, third party credit reports, identified trends, current economic conditions, and supportable forecasted economic expectations. The allowance is adjusted on a specific identification basis for certain accounts as well as pooling of accounts with similar characteristics. An increase in the provision for credit losses may be required when the financial condition of the Company’s customers or its collection experience deteriorates. An increase to the allowance for credit losses results in a corresponding charge to selling, general and administrative expenses. Historically, the Company’s reserves have been adequate to cover credit losses. The Company's exposure to credit losses may increase if its customers are adversely affected by changes in healthcare laws, coverage and reimbursement, economic pressures or uncertainty associated with local or global economic recessions, disruption associated with the current COVID-19 pandemic, or other customer-specific factors. It is possible that there could be a material adverse impact from potential adjustments of the carrying amount of trade receivables as customers’ cash flows are impacted by their response to the COVID-19 pandemic and the deferral of elective surgical procedures. The following table summarizes the changes in the allowance for credit losses: (in thousands) December 31, 2021 December 31, 2020 Allowance for credit losses at January 1 $ 9,646 $ 9,423 Current-period provision for expected losses 2,165 1,079 Write-offs charged against the allowance (743 ) (1,305 ) Recoveries of amounts previously written off 42 220 Changes resulting from foreign currency fluctuations (182 ) 229 Allowance for credit losses at end of period $ 10,928 $ 9,646 In addition, the Company establishes a liability for estimated sales returns and a reserve for price adjustments that are recorded as a reduction to net sales. The liability and reserve are maintained to account for the future product returns 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, 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. 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 consideration liabilities, 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, net | Inventory, net Net inventory as of December 31, 2021 consisted of $301.3 million of finished goods, $8.1 million of work in progress and $6.4 million of raw materials. Net inventory as of December 31, 2020 consisted of $285.4 million of finished goods, $7.3 million of work in progress and $7.9 million of raw materials. Finished goods primarily consists of specialized implants, fixation products and disposables and are stated at the lower of cost or net realizable value determined by utilizing a standard cost method, which includes capitalized variances, which approximates the weighted average cost. Work in progress and raw materials represent the underlying material, and labor for work in progress, that ultimately yield finished goods upon completion and are recorded at the lower of cost or net realizable value. 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. The Company records an inventory reserve for estimated excess and obsolete inventory based upon historical turnover and assumptions about future demand for its products and market conditions, such as product life cycles and timing of the introduction and development of new or enhanced products One of the Company’s strategic objectives is to continue to rapidly develop and commercialize new products and product enhancements . For the year ended December 31, 2021 and 2020, the Company recorded a reserve for excess and obsolete inventory of $25.6 million and $48.9 million, respectively. This decrease in the Company’s excess and obsolete inventory reserves is primarily attributable to a $37.5 million year-over-year reduction in the provision due to changes in the Company’s estimates and assumptions about future demand and product life cycles which have been affected by multiple factors, including the COVID-19 pandemic and general market conditions. |
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 IPR&D 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 quantitative assessment is performed the evaluation includes management estimates of cash flow projections based on internal future projections . Key assumptions for these projections include net sales growth, future gross and operating margin growth, and its weighted cost of capital and terminal growth rates. The net sales 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 one reporting unit. In accordance with the Company’s policy, the Company completed its most recent annual evaluation for impairment as of October 1, 2021 using the qualitative assessment and determined that no impairment existed. 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 2 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. The Company evaluates its intangible assets with finite lives for indications of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business or significant negative industry or economic trends. If this evaluation indicates that the value of the intangible asset may be impaired, the Company makes an assessment of the recoverability of the net carrying value of the asset over its remaining useful life. If this assessment indicates that the intangible asset is not recoverable, based on the estimated undiscounted future cash flows of the technology over the remaining amortization period, the Company reduces the net carrying value of the related intangible asset to fair value and may adjust the remaining amortization period. See Note 2, Balance Sheet Details, in the Notes to Consolidated Financial Statements included in this Annual Report for further disclosure 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 3 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 financing lease criteria is capitalized under property and equipment, and the net present value of the related lease payments is recorded as a liability. Amortization of assets under financing 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 revisions 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 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 and liabilities 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. Based on the Company’s review, it concluded that it was more likely than not that it would be able to realize the future benefits of its domestic and foreign deferred tax assets, with the exceptions of California, Australia, Malta, Mexico, Brazil and Colombia. This conclusion was based on historical and projected operating performance, as well as the Company’s expectation that its operations will generate sufficient taxable income in future periods to realize the tax benefits associated with the deferred tax assets well within the statutory carryover periods , other than those related to the jurisdictions cited above . Due to low state apportionment, large net operating losses and the generation of sizeable research credits in California, the Company concluded that it is not more likely than not that it will be able to utilize its California deferred tax assets. Therefore, the Company has maintained a full valuation allowance on its California deferred tax assets as of December 31, 2021. Due to a history of losses in Australia , Malta, Brazil, Mexico and Colombia, and the lack of alternative sources of future taxable income, the Company has established a full valuation allowance against these entities’ deferred tax assets as of December 31, 2021. The Company will continue to assess the need for a valuation allowance on its deferred tax assets by evaluating both positive and negative evidence that may exist. Any adjustment to the net deferred tax asset valuation allowance would be recorded in the statement of operations for the period that the adjustment is determined to be required. See Note 10, Incomes Taxes, in the Notes to 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 net sales. 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 12, Contingences, in the Notes to Consolidated Financial Statements included in this Annual Report for further discussion on legal proceedings and investigations. |
Comprehensive (Loss) Income | Comprehensive (Loss) Income Comprehensive (loss) income is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive (loss) income includes net of tax, unrealized gains or losses on the Company’s marketable debt securities and foreign currency translation adjustments. The cumulative translation adjustments included in accumulated other comprehensive loss were $7.8 million, $7.6 million, and $9.4 million at December 31, 2021, 2020, and 2019, 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 selling, general and administrative expense in the accompanying Consolidated Statements of Operations, were $30.9 million, $27.4 million, and $27.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. The majority of the Company’s shipping costs are associated with providing instrument sets to hospitals for use in individual surgical procedures. Amounts billed to customers for shipping and handling of products are reflected in net sales and are not material for any period presented. |
Business Transition Costs | Business Transition Costs The Company incurs certain costs related to acquisition, integration and business transition activities, which include severance, relocation, consulting, leasehold exit costs, third-party merger and acquisition costs, contingent consideration fair value adjustments and other costs directly associated with such activities. Contingent consideration is accrued based on the fair value of the expected payment, and such accruals are subject to increase or decrease based on the assessment of the likelihood that the contingent milestones will be achieved resulting in payment. If an accrual for contingent consideration decreases during a particular period, it results in a reduction of costs during such period. During the year ended December 31, 2021, the Company recorded $ 68.7 million of costs related to acquisition, integration and business transition activities, which included $ 53.4 million of fair value adjustments on contingent consideration liabilities associated with the Company’s 2021, 2018, 2017 and 2016 acquisitions as well as $ million of costs associated with the 2021 acquisition of Simplify Medical Pty Limited, or Simplify Medical . During the year ended December 31, 2020, the Company recorded $10.9 million of costs related to acquisition, integration and business transition activities, which included $2.3 million of fair value adjustments on contingent consideration liabilities associated with the Company’s 2018, 2017 and 2016 acquisitions. During the year ended December 31, 2019, the Company recorded a reduction of costs of $(2.0) million related to acquisition, integration and business transition activities, which included $(6.3) million of fair value adjustments on contingent consideration liabilities associated with the Company’s 2018, 2017 and 2016 acquisitions. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation expense for equity-classified awards, principally related to restricted stock units, or RSUs, and performance restricted stock units, or PRSUs, is measured at the grant date based on the estimated fair value of the award. 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 employees 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 employees under its employee stock purchase plan, or ESPP, using a Black-Scholes option-pricing model on the date of grant. The Black-Scholes option-pricing model incorporates various 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 offering period 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 9, Stock-Based Compensation, in the Notes to Consolidated Financial Statements included in this Annual Report for further discussion on stock-based compensation. |
Net (Loss) Income Per Share | Net (Loss) Income Per Share The Company computes basic net income per share using the weighted-average number of common shares outstanding during the period. Diluted net income per share 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, PRSUs (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 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. Since the Company incurred a net loss in each of the years ended December 31, 2021 and 2020, basic and diluted net loss per share were the same. The following table sets forth the computation of basic and diluted consolidated net (loss) income per share: Year Ended December 31, ( in thousands, except per share data 2021 2020 2019 Numerator: Net (loss) income $ (64,086 ) $ (37,153 ) $ 65,234 Denominator for basic and diluted net (loss) income per share: Weighted average common shares outstanding for basic 51,589 51,416 51,956 Dilutive potential common stock outstanding: Stock options and ESPP — — 15 RSUs and PRSUs — — 658 Senior Convertible Notes — — 531 Weighted average common shares outstanding for diluted 51,589 51,416 53,160 Basic net (loss) income per share $ (1.24 ) $ (0.72 ) $ 1.26 Diluted net (loss) income per share $ (1.24 ) $ (0.72 ) $ 1.23 The following weighted outstanding common stock equivalents were not included in the calculation of net (loss) income per diluted share because their effects were anti-dilutive: Year Ended December 31, ( in thousands 2021 2020 2019 Stock options, ESPP, RSUs and PRSUs 1,022 1,095 115 Warrants 17,665 21,034 10,865 Senior Convertible Notes 10,169 21,034 5,433 Total 28,856 43,163 16,413 |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Changes in Allowance for Credit Losses | The following table summarizes the changes in the allowance for credit losses: (in thousands) December 31, 2021 December 31, 2020 Allowance for credit losses at January 1 $ 9,646 $ 9,423 Current-period provision for expected losses 2,165 1,079 Write-offs charged against the allowance (743 ) (1,305 ) Recoveries of amounts previously written off 42 220 Changes resulting from foreign currency fluctuations (182 ) 229 Allowance for credit losses at end of period $ 10,928 $ 9,646 |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted consolidated net (loss) income per share: Year Ended December 31, ( in thousands, except per share data 2021 2020 2019 Numerator: Net (loss) income $ (64,086 ) $ (37,153 ) $ 65,234 Denominator for basic and diluted net (loss) income per share: Weighted average common shares outstanding for basic 51,589 51,416 51,956 Dilutive potential common stock outstanding: Stock options and ESPP — — 15 RSUs and PRSUs — — 658 Senior Convertible Notes — — 531 Weighted average common shares outstanding for diluted 51,589 51,416 53,160 Basic net (loss) income per share $ (1.24 ) $ (0.72 ) $ 1.26 Diluted net (loss) income per share $ (1.24 ) $ (0.72 ) $ 1.23 |
Anti-dilutive Common Stock Equivalents Not Included in Calculation of Net Income Per Diluted Share | The following weighted outstanding common stock equivalents were not included in the calculation of net (loss) income per diluted share because their effects were anti-dilutive: Year Ended December 31, ( in thousands 2021 2020 2019 Stock options, ESPP, RSUs and PRSUs 1,022 1,095 115 Warrants 17,665 21,034 10,865 Senior Convertible Notes 10,169 21,034 5,433 Total 28,856 43,163 16,413 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Details [Abstract] | |
Property and Equipment Net | Property and Equipment, net Property and equipment, net, consisted of the following: December 31, ( in thousands, except years Useful Life 2021 2020 Instrument sets 4 $ 472,247 $ 424,696 Machinery and equipment 5 to 7 73,086 71,616 Computer equipment and software 3 to 10 188,960 173,364 Leasehold improvements 2 to 15 38,987 35,372 Furniture and fixtures 3 to 7 8,941 9,916 Building and improvements 10 to 20 22,681 23,207 Land — 1,277 1,277 806,179 739,448 Less: accumulated depreciation and amortization (502,515 ) (453,079 ) $ 303,664 $ 286,369 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and intangible assets as of December 31, 2021 consisted of the following: Weighted- Average Amortization Period Gross Accumulated Intangible ( in thousands, except years (in years) Amount Amortization Assets, net Intangible assets subject to amortization: Developed technology 11 $ 374,457 $ (209,283 ) $ 165,174 Patents 10 57,783 (31,903 ) 25,880 Manufacturing know-how and trade secrets 12 21,412 (21,387 ) 25 Trade name and trademarks 9 25,163 (19,621 ) 5,542 Customer relationships 9 156,208 (110,154 ) 46,054 Total intangible assets subject to amortization 10 $ 635,023 $ (392,348 ) $ 242,675 Intangible assets not subject to amortization: Goodwill $ 633,467 Total goodwill and intangible assets, net $ 876,142 Goodwill and intangible assets as of December 31, 2020 consisted of the following: Weighted- Average Amortization Period Gross Accumulated Intangible ( in thousands, except years (in years) Amount Amortization Assets, net Intangible assets subject to amortization: Developed technology 8 $ 244,360 $ (174,257 ) $ 70,103 Patents 9 40,338 (26,299 ) 14,039 Manufacturing know-how and trade secrets 12 21,482 (20,481 ) 1,001 Trade name and trademarks 8 21,950 (16,911 ) 5,039 Customer relationships 9 156,436 (94,354 ) 62,082 Total intangible assets subject to amortization 8 $ 484,566 $ (332,302 ) $ 152,264 Intangible assets not subject to amortization: Goodwill $ 559,553 Total goodwill and intangible assets, net $ 711,817 |
Changes to Goodwill | The changes to goodwill are comprised of the following: ( in thousands Gross goodwill $ 567,853 Accumulated impairment loss (8,300 ) December 31, 2020 559,553 Changes to gross goodwill: Increases recorded related to business combinations 81,125 Changes resulting from foreign currency fluctuations (7,211 ) 73,914 Gross goodwill 641,767 Accumulated impairment loss (8,300 ) December 31, 2021 $ 633,467 |
Future Amortization Expense Related to Intangible Assets | Total future amortization expense related to intangible assets subject to amortization at December 31, 2021 is set forth in the table below: ( in thousands 2022 $ 52,614 2023 27,124 2024 21,354 2025 20,521 2026 15,720 Thereafter through 2038 105,342 Total future amortization expense $ 242,675 |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following: December 31, ( in thousands 2021 2020 Accrued expenses $ 69,054 $ 59,249 Accounts payable 16,192 17,386 Distributor commissions payable 12,546 9,891 Other taxes payable 6,764 6,425 Litigation liability 1,744 5,346 Debt interest payable 937 5,203 Royalties payable 5,297 4,495 Other 3,080 2,406 Accounts payable and accrued liabilities $ 115,614 $ 110,401 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Carrying Value and Amortized Cost of the Company's Marketable Debt Securities | The carrying value and amortized cost of the Company’s marketable debt securities, summarized by major security type, consisted of the following: ( in thousands Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2020: Debt securities, available for sale: Corporate notes $ 54,197 $ 6 $ (15 ) $ 54,188 Commercial paper 118,932 25 — 118,957 Total debt securities, available for sale $ 173,129 $ 31 $ (15 ) $ 173,145 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | Cash equivalents and marketable debt securities are determined under the fair value categories as follows: Quoted Price in Significant Other Significant Active Market Observable Inputs Unobservable ( in thousands Total (Level 1) (Level 2) Inputs (Level 3) December 31, 2021: Cash equivalents: Money market funds $ 179,451 $ 179,451 $ — $ — Total cash equivalents $ 179,451 $ 179,451 $ — $ — December 31, 2020: Cash equivalents: Money market funds $ 725,108 $ 725,108 $ — $ — Commercial paper 35,996 — 35,996 — Total cash equivalents 761,104 725,108 35,996 — Debt securities, available for sale: Corporate notes 54,188 — 54,188 — Commercial paper 118,957 — 118,957 — Total debt securities, available for sale 173,145 — 173,145 — Total assets measured at fair value $ 934,249 $ 725,108 $ 209,141 $ — |
Schedule of Estimated Fair Value of Derivative Assets and Liabilities Measured Using Significant Unobservable Inputs | The following tables set forth the changes in the estimated fair value for the Company’s derivative assets and liabilities measured using significant unobservable inputs (Level 3): ( in thousands 2020 Assets: Fair value measurement at January 1 $ — Derivative assets recorded in connection with the 2023 Hedge 69,525 Change in fair value measurement (32,233 ) Derivative asset reclassified to stockholders’ equity (37,292 ) Fair value measurement at December 31 $ — ( in thousands 2020 Liabilities: Fair value measurement at January 1 $ — Derivative liability recorded in connection with the 2023 Notes 57,224 Change in fair value measurement (19,932 ) Derivative liability reclassified to stockholders’ equity (37,292 ) Fair value measurement at December 31 $ — |
Schedule of Inputs and Valuation Techniques Used in Recurring Level 3 Fair Value Measurements | The recurring Level 3 fair value measurements of contingent consideration liabilities associated with commercial sales milestones include the following significant unobservable inputs as of December 31, 2021: 2021 Valuation Techniques Discounted cash flow, Monte Carlo Discount Rate Range 2.7% - 5.8% Weighted Average Discount Rate 3.8% Expected Years 2021 - 2027 |
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 2021 2020 Fair value measurement at January 1 $ 37,041 $ 42,559 Contingent consideration liability recorded upon acquisition 103,400 — Change in fair value measurement 53,404 2,420 Contingent consideration paid or settled (46,006 ) (7,938 ) Changes resulting from foreign currency fluctuations (29 ) — Fair value measurement at December 31 $ 147,810 $ 37,041 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination Description [Abstract] | |
Summary of Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed | The allocation of the purchase price to the assets acquired and liabilities assumed based on their fair values is as follows: (in thousands) Cash paid for purchase $ 151,026 Cash 1,563 Accounts receivable 203 Inventory 6,710 Other current assets 568 Property, plant and equipment, net 381 Definite-lived intangible assets: Developed technology 141,700 Patents 19,000 Trade names 3,500 Goodwill 81,125 Other assets 7 Contingent consideration liabilities (103,400 ) Accounts payable, accrued expenses and other (331 ) $ 151,026 |
Schedule of Unaudited Pro Forma Information | The pre-acquisition accounting policies of Simplify Medical (unaudited) Years Ended December 31, (in thousands, except per share amounts) 2021 2020 Net loss $ (67,630 ) $ (69,764 ) Net loss per share: Basic $ (1.31 ) $ (1.36 ) Diluted $ (1.31 ) $ (1.36 ) |
Indebtedness (Tables)
Indebtedness (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Carrying Value of Senior Convertible Notes | The carrying values of the Company’s Senior Convertible Notes are as follow s: ( in thousands December 31, 2021 December 31, 2020 2.25% Senior Convertible Notes due 2021: Principal amount $ — $ 650,000 Unamortized debt discount — (3,945 ) Unamortized debt issuance costs — (752 ) — 645,303 1.00% Senior Convertible Notes due 2023: Principal amount 450,000 450,000 Unamortized debt discount — (46,837 ) Unamortized debt issuance costs (6,543 ) (11,049 ) 443,457 392,114 0.375% Senior Convertible Notes due 2025: Principal amount 450,000 450,000 Unamortized debt discount — (66,346 ) Unamortized debt issuance costs (8,473 ) (9,542 ) 441,527 374,112 Total Senior Convertible Notes $ 884,984 $ 1,411,529 Less: Current portion — (645,303 ) Long-term Senior Convertible Notes $ 884,984 $ 766,226 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Right-of-use Assets and Lease Liabilities | The table below summarizes the Company’s right-of-use assets and lease liabilities: (in thousands, except years and rates) December 31, 2021 December 31, 2020 Assets Operating $ 102,987 $ 102,270 Financing 2,276 2,956 Total leased assets $ 105,263 $ 105,226 Liabilities Current: Operating $ 9,867 $ 7,875 Financing 1,546 1,355 Long-term: Operating 111,592 111,634 Financing 885 1,812 Total lease liabilities $ 123,890 $ 122,676 Supplemental non-cash information: Weighted-average remaining lease term (years) - operating leases 11.6 12.8 Weighted-average remaining lease term (years) - finance leases 2.1 2.2 Weighted-average discount rate - operating leases 5.3 % 5.4 % Weighted-average discount rate - finance leases 4.7 % 4.9 % |
Lease Costs, Cash Payments and Operating Lease Liabilities Arising From Obtaining Right-of-use Assets under Operating and Financing Lease Obligations | The table below summarizes the Company’s lease costs, cash payments, and operating lease liabilities arising from obtaining right-of-use assets under its operating and financing lease obligations: (in thousands) December 31, 2021 December 31, 2020 Lease expense: Operating lease expense $ 16,088 $ 15,316 Finance lease expense: Depreciation of right-of-use assets 1,374 1,201 Interest expense on lease liabilities 112 124 Total lease expense $ 17,574 $ 16,641 Consolidated Statements of Cash Flows information: Operating cash flows used for operating leases $ 15,394 $ 14,120 Operating cash flows used for financing leases 102 124 Financing cash flows used for financing leases 1,325 1,113 Total cash paid for amounts included in the measurement of lease liabilities $ 16,821 $ 15,357 Supplemental non-cash information: Operating lease liabilities arising from obtaining right-of-use assets $ 11,871 $ 41,148 |
Future Minimum Annual Lease Payments under Operating and Financing Leases | The Company’s future minimum annual lease payments under operating and financing leases at December 31, 2021 Financing Operating (in thousands) Leases Leases 2022 $ 1,611 $ 16,025 2023 692 15,130 2024 153 13,914 2025 34 12,529 2026 26 12,307 Thereafter — 96,587 Total minimum lease payments $ 2,516 $ 166,492 Less: amount representing interest (85 ) (45,033 ) Present value of obligations under leases 2,431 121,459 Less: current portion (1,546 ) (9,867 ) Long-term lease obligations $ 885 $ 111,592 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Compensation Costs Included in Consolidated Statement of Operations for All Stock-based Compensation Arrangements | The compensation cost that has been included in the Consolidated Statements of Operations for the Company’s stock-based compensation plans was as follows: Year Ended December 31, ( in thousands 2021 2020 2019 Selling, general and administrative expense $ 18,924 $ 12,622 $ 25,968 Research and development expense 6,112 5,259 3,798 Cost of sales 256 264 531 Stock-based compensation expense before taxes 25,292 18,145 30,297 Related income tax benefits (4,391 ) (3,088 ) (6,191 ) Stock-based compensation expense, net of taxes $ 20,901 $ 15,057 $ 24,106 |
Summary of Restricted Stock Units | Following is a summary of RSU activity for the year ended December 31, 2021: Weighted Average Number of Grant Date ( in thousands, except per share amounts Shares Fair Value Outstanding at December 31, 2020 994 $ 58.94 Granted 412 61.85 Vested (266 ) 55.00 Forfeited (148 ) 60.88 Outstanding at December 31, 2021 992 $ 60.91 |
Schedule of Performance-Based Restricted Stock Units | Following is a summary of PRSU activity for the year ended December 31, 2021: Maximum Number ( in thousands, except per share amounts Shares of Shares Eligible to be Issued Average Grant Date Fair Value Outstanding at December 31, 2020 619 850 $ 57.38 Awarded at target 294 445 59.77 Vested (105 ) (105 ) 53.93 Forfeited (139 ) (249 ) 57.72 Outstanding at December 31, 2021 669 941 $ 58.95 |
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, 2021 2020 2019 ESPP Volatility 39 % 56 % 35 % Expected term (years) 0.5 0.5 0.5 Risk free interest rate 0.1 % 0.5 % 2.3 % Expected dividend yield — % — % — % |
Common Stock Reserved for Future Issuance | Common Stock Reserved for Future Issuance The following table summarizes common shares reserved for issuance on exercise or conversion at December 31, 2021 ( in thousands Issued and outstanding RSUs and PRSUs 1,678 Available for issuance under the ESPP 676 Available for future grant 3,359 2023 Notes 7,082 2023 Warrants 6,949 2025 Notes 6,512 2025 Warrants 6,271 Total shares reserved for future issuance 32,527 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Before Income Taxes By Region | Total (loss) income before income taxes summarized by region was as follows: Year Ended December 31, ( in thousands 2021 2020 2019 United States $ 21,096 $ (45,534 ) $ 74,721 Foreign (79,480 ) (2,011 ) 5,796 Total (loss) income before income taxes $ (58,384 ) $ (47,545 ) $ 80,517 |
Components of Income Tax Provision (Benefit) | The income tax provision (benefit) was as follows: Year Ended December 31, ( in thousands 2021 2020 2019 Current: Federal $ 3,607 $ (35 ) $ 4,802 State 2,989 2,309 4,638 Foreign 3,268 4,675 2,205 Total current provision 9,864 6,949 11,645 Deferred: Federal (902 ) (13,800 ) 5,873 State (6,573 ) (8,315 ) (4,565 ) Foreign (23,040 ) (3,849 ) (819 ) Total deferred provision (30,515 ) (25,964 ) 489 Changes in tax rate 47 (579 ) 606 Changes in valuation allowance 26,306 9,202 2,543 Total provision (benefit) $ 5,702 $ (10,392 ) $ 15,283 |
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 were as follows: Year Ended December 31, ( in thousands 2021 2020 2019 Tax provision (benefit) at federal statutory rate $ (12,261 ) $ (9,984 ) $ 16,909 Valuation allowance 26,306 9,202 2,543 Compensation expense 2,153 3,314 1,643 Acquisition related charges 1,338 687 (1,808 ) State income tax 979 (1,243 ) 3,763 Nondeductible meals and entertainment 171 351 717 Return to provision adjustments 116 (881 ) (2,323 ) Change in tax rates 47 (579 ) 606 Income tax reserves (447 ) (4,217 ) (1,146 ) Foreign tax rate differences from federal statutory rate (7,166 ) (1,215 ) 716 Income tax credits and incentives (7,286 ) (7,155 ) (7,209 ) Other 1,752 1,328 872 Total provision (benefit) $ 5,702 $ (10,392 ) $ 15,283 |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities were as follows: December 31, ( in thousands 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 87,671 $ 47,407 Amortization 66,482 67,945 Inventory 48,244 35,763 Lease liability 28,402 28,356 General business and other credit carryforwards 25,913 26,542 Original issue discount 22,130 3,735 Stock-based compensation 10,042 9,918 Other 34,666 27,479 Gross deferred tax assets 323,550 247,145 Less valuation allowance (168,409 ) (130,434 ) Net deferred tax assets 155,141 116,711 Deferred tax liabilities: Depreciation (46,597 ) (44,760 ) Acquired intangibles (34,181 ) (27,544 ) Right-of-use assets (23,904 ) (24,122 ) Other (3,137 ) (5,176 ) Total deferred tax liabilities (107,819 ) (101,602 ) Net deferred tax assets $ 47,322 $ 15,109 |
Summary of Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits: Year Ended December 31, ( in thousands 2021 2020 2019 Gross unrecognized tax benefits at January 1 $ 18,316 $ 20,328 $ 19,545 Increases in tax positions for prior years 165 1,758 62 Decreases in tax positions for prior years — — (112 ) Increases in tax positions for current year relating to ongoing operations 2,087 2,159 2,073 Decreases in tax positions as a result of a lapse of statute of limitations (769 ) (5,929 ) (616 ) Increases in tax positions for current year relating to acquisitions — — — Decreases in tax positions due to settlements with taxing authorities (56 ) — (624 ) Gross unrecognized tax benefits at December 31 $ 19,743 $ 18,316 $ 20,328 |
Business Segment, Product and G
Business Segment, Product and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales by Product Line | Net sales by product line was as follows: Year Ended December 31, ( in thousands 2021 2020 2019 Spinal hardware $ 856,556 $ 783,510 $ 851,440 Surgical support 282,432 267,072 316,630 Total net sales $ 1,138,988 $ 1,050,582 $ 1,168,070 |
Schedule of Net Sales and Net Property and Equipment by Geographical Area | Net sales and property and equipment, net, by geographic area were as follows: Net Sales Property Year Ended December 31, December 31, ( in thousands 2021 2020 2019 2021 2020 United States $ 876,614 $ 821,824 $ 941,086 $ 256,688 $ 239,802 International (excludes Puerto Rico) 262,374 228,758 226,984 46,976 46,567 Total $ 1,138,988 $ 1,050,582 $ 1,168,070 $ 303,664 $ 286,369 |
Organization and Significant _4
Organization and Significant Accounting Policies (Details Textual) | Oct. 01, 2021USD ($) | Feb. 24, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($)Customersegment$ / shares | Dec. 31, 2020USD ($)Customer$ / shares | Dec. 31, 2019USD ($)Customer$ / shares | Jan. 02, 2021USD ($) |
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||||
Retained earnings | $ 45,708,000 | $ 45,708,000 | $ 45,322,000 | ||||
Diluted | $ / shares | $ (1.24) | $ (0.72) | $ 1.23 | ||||
Customer represented greater than 10 percent | Customer | 0 | 0 | 0 | ||||
Inventory, finished goods | 301,300,000 | $ 301,300,000 | $ 285,400,000 | ||||
Inventory, work in progress | 8,100,000 | 8,100,000 | 7,300,000 | ||||
Inventory, raw materials | 6,400,000 | 6,400,000 | 7,900,000 | ||||
Reserve for excess and obsolete inventory | 25,600,000 | 48,900,000 | |||||
Charge recorded due to discontinuation of product sales | 14,200,000 | ||||||
Amount of reserve decreases for excess and obsolete inventory primarily reduction year over year | $ 37,500,000 | ||||||
Number of Reportable Units | segment | 1 | ||||||
Impairment of goodwill and intangible assets | $ 0 | ||||||
Impairment charges related to goodwill | $ 0 | ||||||
Translation Adjustment Functional to Reporting Currency, Net of Tax | $ 7,800,000 | 7,800,000 | 7,600,000 | $ 9,400,000 | |||
Product shipment costs | 322,278,000 | 321,631,000 | 312,357,000 | ||||
Business transition costs (recoveries) | $ 68,719,000 | 10,878,000 | (1,995,000) | ||||
Performance Based Restricted Stock Units (PRSUs) [Member] | |||||||
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||||
Vesting period for the award | 5 years | ||||||
2017 and 2016 Acquisitions [Member] | |||||||
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||||
Business transition costs (recoveries) | $ 53,400,000 | 2,300,000 | (6,300,000) | ||||
Simplify Medical [Member] | |||||||
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||||
Acquisition costs | $ 4,000,000 | 4,000,000 | |||||
Product Shipment [Member] | |||||||
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||||
Product shipment costs | $ 30,900,000 | $ 27,400,000 | $ 27,700,000 | ||||
Minimum [Member] | |||||||
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||||
Finite-Lived intangible assets, useful life | 2 years | ||||||
Property and equipment, useful life | 3 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 | ||||||
ASU 2020-01 [Member] | |||||||
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | |||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | Jan. 1, 2021 | |||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | |||||
ASU 2020-06 [Member] | |||||||
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | |||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | Jan. 1, 2021 | |||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | false | false | |||||
ASU 2020-06 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | |||||||
Schedule Of Organization And Significant Accounting Policies [Line Items] | |||||||
Retained earnings | $ 64,500,000 | ||||||
Convertible debt liabilities | 115,400,000 | ||||||
Deferred tax liabilities | (28,000,000) | ||||||
Additional Paid In Capital | $ (147,200,000) | ||||||
Diluted | $ / shares | $ (0.54) |
Organization and Significant _5
Organization and Significant Accounting Policies - Summary of Changes in Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Allowance for credit loss at beginning of period | $ 9,646 | $ 9,423 |
Current-period provision for expected losses | 2,165 | 1,079 |
Write-offs charged against the allowance | (743) | (1,305) |
Recoveries of amounts previously written off | 42 | 220 |
Changes resulting from foreign currency fluctuations | (182) | 229 |
Allowance for credit losses at end of period | $ 10,928 | $ 9,646 |
Organization and Significant _6
Organization and Significant Accounting Policies - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Consolidated net income (loss) | $ (64,086) | $ (37,153) | $ 65,234 |
Denominator for basic and diluted net (loss) income per share: | |||
Weighted average common shares outstanding for basic | 51,589 | 51,416 | 51,956 |
Dilutive potential common stock outstanding: | |||
Weighted average common shares outstanding for diluted | 51,589 | 51,416 | 53,160 |
Basic net (loss) income per share | $ (1.24) | $ (0.72) | $ 1.26 |
Diluted net (loss) income per share | $ (1.24) | $ (0.72) | $ 1.23 |
Senior Convertible Notes [Member] | |||
Dilutive potential common stock outstanding: | |||
Incremental common shares from share based payments | 531 | ||
Stock Options and ESPP [Member] | |||
Dilutive potential common stock outstanding: | |||
Incremental common shares from share based payments | 15 | ||
RSUs and PRSUs [Member] | |||
Dilutive potential common stock outstanding: | |||
Incremental common shares from share based payments | 658 |
Organization and Significant _7
Organization and Significant Accounting Policies - Anti-dilutive Common Stock Equivalents Not Included in Calculation of Net Income Per Diluted Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share | 28,856 | 43,163 | 16,413 |
Stock options, ESPP, RSUs and PRSUs [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share | 1,022 | 1,095 | 115 |
Warrants [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share | 17,665 | 21,034 | 10,865 |
Senior Convertible Notes [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share | 10,169 | 21,034 | 5,433 |
Balance Sheet Details - Propert
Balance Sheet Details - Property and Equipment Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and equipment net | ||
Property and equipment, gross | $ 806,179 | $ 739,448 |
Less: accumulated depreciation and amortization | (502,515) | (453,079) |
Property and equipment, net | $ 303,664 | 286,369 |
Minimum [Member] | ||
Property and equipment net | ||
Property and equipment, useful life | 3 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 | $ 472,247 | 424,696 |
Machinery and equipment [Member] | ||
Property and equipment net | ||
Property and equipment, gross | $ 73,086 | 71,616 |
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 | $ 188,960 | 173,364 |
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 | 10 years | |
Leasehold improvements [Member] | ||
Property and equipment net | ||
Property and equipment, gross | $ 38,987 | 35,372 |
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 | $ 8,941 | 9,916 |
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 | $ 22,681 | 23,207 |
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 | $ 1,277 | $ 1,277 |
Balance Sheet Details (Details
Balance Sheet Details (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Balance Sheet Details [Abstract] | |||
Depreciation expense | $ 87.5 | $ 85.9 | $ 80.8 |
Capitalized internal use software development costs | 67.5 | 57.6 | |
Capitalized internal use software amortization | 12.2 | 10.4 | 10.4 |
Amortization expense related to intangible assets | $ 60.6 | $ 55 | $ 54.8 |
Balance Sheet Details - Goodwil
Balance Sheet Details - Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible assets subject to amortization: | ||
Weighted Average Amortization Period | 10 years | 8 years |
Gross Amount | $ 635,023 | $ 484,566 |
Accumulated Amortization | (392,348) | (332,302) |
Intangible Assets, net | 242,675 | 152,264 |
Intangible assets not subject to amortization: | ||
Goodwill | 633,467 | 559,553 |
Total goodwill and intangible assets, net | $ 876,142 | $ 711,817 |
Developed Technology [Member] | ||
Intangible assets subject to amortization: | ||
Weighted Average Amortization Period | 11 years | 8 years |
Gross Amount | $ 374,457 | $ 244,360 |
Accumulated Amortization | (209,283) | (174,257) |
Intangible Assets, net | $ 165,174 | $ 70,103 |
Patents [Member] | ||
Intangible assets subject to amortization: | ||
Weighted Average Amortization Period | 10 years | 9 years |
Gross Amount | $ 57,783 | $ 40,338 |
Accumulated Amortization | (31,903) | (26,299) |
Intangible Assets, net | $ 25,880 | $ 14,039 |
Manufacturing know-how and trade secrets [Member] | ||
Intangible assets subject to amortization: | ||
Weighted Average Amortization Period | 12 years | 12 years |
Gross Amount | $ 21,412 | $ 21,482 |
Accumulated Amortization | (21,387) | (20,481) |
Intangible Assets, net | $ 25 | $ 1,001 |
Trade name and trademarks [Member] | ||
Intangible assets subject to amortization: | ||
Weighted Average Amortization Period | 9 years | 8 years |
Gross Amount | $ 25,163 | $ 21,950 |
Accumulated Amortization | (19,621) | (16,911) |
Intangible Assets, net | $ 5,542 | $ 5,039 |
Customer relationships [Member] | ||
Intangible assets subject to amortization: | ||
Weighted Average Amortization Period | 9 years | 9 years |
Gross Amount | $ 156,208 | $ 156,436 |
Accumulated Amortization | (110,154) | (94,354) |
Intangible Assets, net | $ 46,054 | $ 62,082 |
Balance Sheet Details - Changes
Balance Sheet Details - Changes to Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Gross goodwill | $ 641,767 | $ 567,853 |
Accumulated impairment loss | (8,300) | (8,300) |
Goodwill | 633,467 | $ 559,553 |
Changes to gross goodwill: | ||
Increases recorded related to business combinations | 81,125 | |
Changes resulting from foreign currency fluctuations | (7,211) | |
Goodwill period increase (decrease) | $ 73,914 |
Balance Sheet Details - Future
Balance Sheet Details - Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Future amortization expense related to intangible assets | ||
2022 | $ 52,614 | |
2023 | 27,124 | |
2024 | 21,354 | |
2025 | 20,521 | |
2026 | 15,720 | |
Thereafter through 2038 | 105,342 | |
Intangible Assets, net | $ 242,675 | $ 152,264 |
Balance Sheet Details - Account
Balance Sheet Details - Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts payable and accrued liabilities | ||
Accrued expenses | $ 69,054 | $ 59,249 |
Accounts payable | 16,192 | 17,386 |
Distributor commissions payable | 12,546 | 9,891 |
Other taxes payable | 6,764 | 6,425 |
Litigation liability | 1,744 | 5,346 |
Debt interest payable | 937 | 5,203 |
Royalties payable | 5,297 | 4,495 |
Other | 3,080 | 2,406 |
Accounts payable and accrued liabilities | $ 115,614 | $ 110,401 |
Marketable Securities (Details
Marketable Securities (Details Textual) $ in Thousands | Dec. 31, 2021USD ($) |
Investments Debt And Equity Securities [Abstract] | |
Investments in marketable debt securities | $ 0 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Carrying Value and Amortized Cost of Company's Marketable Debt Securities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | $ 173,129 |
Gross Unrealized Gains | 31 |
Gross Unrealized Losses | (15) |
Fair Value | 173,145 |
Corporate Notes [Member] | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 54,197 |
Gross Unrealized Gains | 6 |
Gross Unrealized Losses | (15) |
Fair Value | 54,188 |
Commercial Paper [Member] | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 118,932 |
Gross Unrealized Gains | 25 |
Fair Value | $ 118,957 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements (Details Textual) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Apr. 30, 2021USD ($) | Dec. 31, 2021USD ($)investment$ / sharesshares | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)investment$ / sharesshares | Dec. 31, 2020USD ($)investmentshares | Dec. 31, 2019USD ($) | Sep. 10, 2020shares | Sep. 09, 2020shares | Jun. 01, 2020USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||||||
Net currency exchange losses from derivatives instruments | $ 28,700,000 | $ 4,200,000 | $ 800,000 | |||||||
Net gains (losses) recognized on derivative instruments | $ (12,301,000) | |||||||||
Unrealized loss position investment | investment | 0 | 0 | 0 | |||||||
Impairment charges recorded for earnings | $ 0 | $ 0 | ||||||||
Common stock, shares authorized | shares | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 120,000,000 | |||||
Contingent consideration liabilities | $ 7,986,000 | $ 7,986,000 | $ 7,289,000 | |||||||
Increase in contingent consideration liabilities net sales milestone | 46,600,000 | |||||||||
Net gain on strategic investments | 3,100,000 | |||||||||
Simplify Medical [Member] | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||||||
Regulatory milestone, payment | $ 45,800,000 | |||||||||
Contingent Consideration Liabilities [Member] | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||||||
Contingent consideration liabilities | $ 147,800,000 | 147,800,000 | 37,000,000 | |||||||
Contingent consideration liabilities upon acquisition | 103,400,000 | |||||||||
Contingent Consideration Liabilities [Member] | Simplify Medical Acquisition [Member] | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||||||
Contingent consideration liabilities upon acquisition | $ 103,400,000 | 108,500,000 | ||||||||
Contingent consideration liabilities regulatory milestone | 42,800,000 | |||||||||
Contingent consideration liabilities net sales milestone | $ 60,600,000 | |||||||||
Contingent Consideration Liabilities [Member] | Simplify Medical [Member] | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||||||
Regulatory milestone, payment | $ 45,800,000 | |||||||||
Increase in fair value of contingent consideration liability | $ 3,000,000 | |||||||||
Convertible Notes due 2023 [Member] | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||||||
Notional principal amount | $ 450,000,000 | |||||||||
Senior convertible notes rate | 1.00% | |||||||||
Convertible note hedge transactions purchase of common stock | shares | 5,345,010 | |||||||||
Convertible note hedge transactions initial stock price per share | $ / shares | $ 84.19 | $ 84.19 | ||||||||
Quoted Price in Active Market (Level 1) [Member] | Convertible Notes due 2021 [Member] | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||||||
Notional principal amount | 650,000,000 | |||||||||
Debt instrument, fair value disclosure | 651,600,000 | |||||||||
Quoted Price in Active Market (Level 1) [Member] | Convertible Notes due 2023 [Member] | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||||||
Notional principal amount | $ 450,000,000 | $ 450,000,000 | 450,000,000 | |||||||
Debt instrument, fair value disclosure | 450,600,000 | 450,600,000 | 461,900,000 | |||||||
Quoted Price in Active Market (Level 1) [Member] | Convertible Notes due 2025 [Member] | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||||||
Notional principal amount | 450,000,000 | 450,000,000 | 450,000,000 | |||||||
Debt instrument, fair value disclosure | 433,500,000 | 433,500,000 | 436,700,000 | |||||||
Foreign Exchange Forward [Member] | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||||||
Notional principal amount | $ 12,200,000 | 12,200,000 | 14,000,000 | 26,900,000 | ||||||
Foreign Exchange Forward [Member] | Other Expense, Net [Member] | ||||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||||||
Net gains (losses) recognized on derivative instruments | $ 2,000,000 | $ (1,000,000) | $ 400,000 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash Equivalents and Marketable Securities | ||
Fair Value | $ 173,145 | |
Commercial Paper [Member] | ||
Cash Equivalents and Marketable Securities | ||
Fair Value | 118,957 | |
Corporate Notes [Member] | ||
Cash Equivalents and Marketable Securities | ||
Fair Value | 54,188 | |
Fair Value, Recurring [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents | $ 179,451 | 761,104 |
Fair Value | 173,145 | |
Total assets measured at fair value | 934,249 | |
Fair Value, Recurring [Member] | Commercial Paper [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents | 35,996 | |
Fair Value | 118,957 | |
Fair Value, Recurring [Member] | Corporate Notes [Member] | ||
Cash Equivalents and Marketable Securities | ||
Fair Value | 54,188 | |
Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents | 179,451 | 725,108 |
Fair Value, Recurring [Member] | Quoted Price in Active Market (Level 1) [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents | 179,451 | 725,108 |
Total assets measured at fair value | 725,108 | |
Fair Value, Recurring [Member] | Quoted Price in Active Market (Level 1) [Member] | Money Market Funds [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents | $ 179,451 | 725,108 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents | 35,996 | |
Fair Value | 173,145 | |
Total assets measured at fair value | 209,141 | |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Commercial Paper [Member] | ||
Cash Equivalents and Marketable Securities | ||
Total cash equivalents | 35,996 | |
Fair Value | 118,957 | |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Corporate Notes [Member] | ||
Cash Equivalents and Marketable Securities | ||
Fair Value | $ 54,188 |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Measurements - Schedule of Fair Value of Derivative Assets and Liabilities Measured Using Significant Unobservable Inputs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Assets: | |
Derivative assets purchased | $ 69,525 |
Change in fair value measurement | (32,233) |
Derivative asset reclassified to stockholders’ equity | (37,292) |
Liabilities: | |
Change in fair value measurement | (19,932) |
Derivative liability reclassified to stockholders’ equity | (37,292) |
2023 Hedge [Member] | |
Liabilities: | |
Derivative liability recorded in connection with the 2023 Notes | $ 57,224 |
Financial Instruments and Fai_6
Financial Instruments and Fair Value Measurements - Schedule of Recurring Fair Value Measurements of Contingent Consideration Liabilities (Details) - Level 3 [Member] - Commercial Sale Milestone [Member] - Fair Value, Recurring [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember |
Discount Rate [Member] | Minimum [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Weighted average measurement input | 0.027 |
Discount Rate [Member] | Maximum [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Weighted average measurement input | 0.058 |
Discount Rate [Member] | Weighted Average [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Weighted average measurement input | 0.038 |
Expected Years [Member] | Minimum [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Expected Years | 2021 |
Expected Years [Member] | Maximum [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Expected Years | 2027 |
Financial Instruments and Fai_7
Financial Instruments and Fair Value Measurements - Schedule of Fair Value of Liabilities Measured on Recurring Basis Using Unobservable Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Change in fair value measurement | $ (19,932) | |
Contingent Consideration Liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value measurement at beginning of period | $ 37,041 | 42,559 |
Contingent consideration liability recorded upon acquisition | 103,400 | |
Change in fair value measurement | 53,404 | 2,420 |
Contingent consideration paid or settled | (46,006) | (7,938) |
Changes resulting from foreign currency fluctuations | (29) | |
Fair value measurement at end of period | $ 147,810 | $ 37,041 |
Business Combination (Details T
Business Combination (Details Textual) - Simplify Medical [Member] - USD ($) $ in Thousands | Feb. 24, 2021 | Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Upfront payment | $ 150,000 | |||
Cash paid for purchase | 151,026 | |||
Regulatory milestone, payment | $ 45,800 | |||
Contingent consideration liabilities | 103,400 | |||
Acquisition costs | $ 4,000 | $ 4,000 | ||
Increased fair value of acquired inventory | 400 | |||
Amortization charges for acquired intangible assets | $ 1,700 | $ 9,100 | ||
Acquisition related expenses | $ 17,500 | |||
Developed Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets useful life | 17 years | |||
Patents [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets useful life | 10 years | |||
Trade Names [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets useful life | 15 years |
Business Combination - Summary
Business Combination - Summary of Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Feb. 24, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Definite-lived intangible assets: | |||
Goodwill | $ 633,467 | $ 559,553 | |
Simplify Medical [Member] | |||
Business Acquisition [Line Items] | |||
Cash paid for purchase | $ 151,026 | ||
Cash | 1,563 | ||
Accounts receivable | 203 | ||
Inventory | 6,710 | ||
Other current assets | 568 | ||
Property, plant and equipment, net | 381 | ||
Definite-lived intangible assets: | |||
Goodwill | 81,125 | ||
Other assets | 7 | ||
Contingent consideration liabilities | (103,400) | ||
Accounts payable, accrued expenses and other | (331) | ||
Purchase price | 151,026 | ||
Developed Technology [Member] | Simplify Medical [Member] | |||
Definite-lived intangible assets: | |||
Definite-lived intangible assets | 141,700 | ||
Patents [Member] | Simplify Medical [Member] | |||
Definite-lived intangible assets: | |||
Definite-lived intangible assets | 19,000 | ||
Trade Names [Member] | Simplify Medical [Member] | |||
Definite-lived intangible assets: | |||
Definite-lived intangible assets | $ 3,500 |
Business Combination - Schedule
Business Combination - Schedule of Unaudited Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
Net loss | $ (67,630) | $ (69,764) |
Net loss per share: | ||
Basic | $ (1.31) | $ (1.36) |
Diluted | $ (1.31) | $ (1.36) |
Indebtedness - Carrying Value o
Indebtedness - Carrying Value of Senior Convertible Notes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2016 |
Debt Instrument [Line Items] | ||||
Total Senior Convertible Notes | $ 884,984,000 | $ 1,411,529,000 | ||
Less: Current portion | (645,303,000) | |||
Long-term Senior Convertible Notes | 884,984,000 | 766,226,000 | ||
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 | |
Unamortized debt discount | (3,945,000) | |||
Unamortized debt issuance costs | (752,000) | |||
Total Senior Convertible Notes | 645,300,000 | 645,303,000 | ||
1.00% Senior Convertible Notes [Member] | Convertible Notes due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 450,000,000 | 450,000,000 | ||
Unamortized debt discount | (46,837,000) | |||
Unamortized debt issuance costs | (6,543,000) | (11,049,000) | ||
Total Senior Convertible Notes | 443,457,000 | 392,114,000 | ||
0.375% Senior Convertible Notes [Member] | Convertible Notes due 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 450,000,000 | 450,000,000 | $ 450,000,000 | |
Unamortized debt discount | (66,346,000) | |||
Unamortized debt issuance costs | (8,473,000) | (9,542,000) | ||
Total Senior Convertible Notes | $ 441,527,000 | $ 374,112,000 |
Indebtedness - Carrying Value_2
Indebtedness - Carrying Value of Senior Convertible Notes (Parenthetical) (Details) | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2016 |
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% | |
1.00% Senior Convertible Notes [Member] | Convertible Notes due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate on convertible notes | 1.00% | 1.00% | ||
0.375% Senior Convertible Notes [Member] | Convertible Notes due 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate on convertible notes | 0.375% | 0.375% | 0.375% |
Indebtedness (Details Textual)
Indebtedness (Details Textual) | Mar. 15, 2021USD ($)shares | Jun. 01, 2020USD ($)d$ / sharesshares | Mar. 31, 2020USD ($)d$ / sharesshares | Feb. 29, 2020USD ($) | Mar. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2021USD ($)dshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2016USD ($) | Jan. 02, 2021USD ($) | Jan. 01, 2021USD ($) | Sep. 11, 2020shares | Sep. 10, 2020shares | Sep. 09, 2020shares | Mar. 18, 2016shares |
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from issuance of convertible debt, net of issuance costs | $ 873,848,000 | ||||||||||||||
Retained earnings | $ 45,708,000 | 45,322,000 | |||||||||||||
Reclassification into temporary equity | 4,697,000 | ||||||||||||||
Carrying value | $ 884,984,000 | $ 1,411,529,000 | |||||||||||||
Stock price | $ / shares | $ 56.33 | ||||||||||||||
Cash proceeds from the sale of warrants | $ 93,915,000 | ||||||||||||||
Aggregate cash payments for settlement of convertible notes | $ 147,825,000 | ||||||||||||||
Common stock, shares authorized | shares | 150,000,000 | 150,000,000 | 150,000,000 | 120,000,000 | |||||||||||
Revolving Senior Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Credit facility, maximum borrowing capacity | $ 550,000,000 | ||||||||||||||
Credit facility, expiration date | 2025-02 | ||||||||||||||
Loan outstanding | $ 0 | $ 0 | |||||||||||||
Revolving Senior Credit Facility [Member] | Federal Funds Effective Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Credit facility bear interest rate | 0.50% | ||||||||||||||
Revolving Senior Credit Facility [Member] | Eurocurrency Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Credit facility bear interest rate | 1.00% | ||||||||||||||
Multicurrency Borrowings [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Credit facility, maximum borrowing capacity | $ 250,000,000 | ||||||||||||||
Standby Letters of Credit [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Credit facility, maximum borrowing capacity | 50,000,000 | ||||||||||||||
Swing Line Loans [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Credit facility, maximum borrowing capacity | $ 5,000,000 | ||||||||||||||
2021 Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Cash proceeds from the sale of warrants | $ 44,900,000 | ||||||||||||||
Warrant strike price | $ / shares | $ 80 | ||||||||||||||
2023 Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Cash proceeds from the sale of warrants | $ 46,800,000 | ||||||||||||||
Warrant strike price | $ / shares | $ 104.84 | ||||||||||||||
2025 Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Cash proceeds from the sale of warrants | $ 47,100,000 | ||||||||||||||
Warrant strike price | $ / shares | $ 127.84 | ||||||||||||||
2021 Hedge [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Number of common stock to be purchased | shares | 10,865,270 | ||||||||||||||
Stock price | $ / shares | $ 59.82 | ||||||||||||||
Derivative, maturity date | Mar. 15, 2021 | ||||||||||||||
Number of common shares received in settlement of convertible note hedge transaction | shares | 842 | ||||||||||||||
2023 Hedge [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Amount reclassified to stockholders' equity | 37,300,000 | ||||||||||||||
Number of common stock to be purchased | shares | 5,345,010 | ||||||||||||||
Stock price | $ / shares | $ 84.19 | ||||||||||||||
Cost of hedge transaction | $ 69,500,000 | ||||||||||||||
Derivative, maturity date | Jun. 1, 2023 | ||||||||||||||
2025 Hedge [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Number of common stock to be purchased | shares | 4,823,910 | ||||||||||||||
Stock price | $ / shares | $ 93.29 | ||||||||||||||
Derivative, maturity date | Mar. 15, 2025 | ||||||||||||||
Minimum [Member] | Revolving Senior Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Unused line fee | 0.35% | ||||||||||||||
Minimum [Member] | Revolving Senior Credit Facility [Member] | Eurocurrency Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Credit facility bear interest rate | 1.50% | ||||||||||||||
Minimum [Member] | Revolving Senior Credit Facility [Member] | Base Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Credit facility bear interest rate | 0.50% | ||||||||||||||
Minimum [Member] | 2021 Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Class of warrant or rights expiry month and year | 2021-06 | ||||||||||||||
Minimum [Member] | 2023 Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Class of warrant or rights expiry month and year | 2023-09 | ||||||||||||||
Minimum [Member] | 2025 Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Class of warrant or rights expiry month and year | 2025-06 | ||||||||||||||
Maximum [Member] | Revolving Senior Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Unused line fee | 0.50% | ||||||||||||||
Maximum [Member] | Revolving Senior Credit Facility [Member] | Eurocurrency Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Credit facility bear interest rate | 2.25% | ||||||||||||||
Maximum [Member] | Revolving Senior Credit Facility [Member] | Base Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Credit facility bear interest rate | 1.25% | ||||||||||||||
Maximum [Member] | 2021 Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Class of warrant or rights expiry month and year | 2021-12 | ||||||||||||||
Maximum [Member] | 2023 Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Class of warrant or rights expiry month and year | 2023-11 | ||||||||||||||
Maximum [Member] | 2025 Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Class of warrant or rights expiry month and year | 2025-10 | ||||||||||||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | ASU 2020-06 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible debt liabilities | $ 115,400,000 | ||||||||||||||
Retained earnings | 64,500,000 | ||||||||||||||
Deferred tax liabilities | (28,000,000) | ||||||||||||||
Additional Paid In Capital | $ (147,200,000) | ||||||||||||||
Additional Paid-in Capital [Member] | 2021 Hedge [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Cost of hedge transaction | $ 111,200,000 | ||||||||||||||
Additional Paid-in Capital [Member] | 2025 Hedge [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Cost of hedge transaction | $ 78,300,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Common stock, shares authorized | shares | 150,000,000 | 120,000,000 | |||||||||||||
Common Stock [Member] | 2023 Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Number of preferred or common stock into which the warrants is converted | shares | 3,093,500 | ||||||||||||||
Common Stock [Member] | 2023 Warrants [Member] | 2023 Counterparties [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Number of preferred or common stock into which the warrants is converted | shares | 6,948,512 | ||||||||||||||
Common Stock [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 | ||||||||||||||
Common Stock [Member] | Maximum [Member] | 2023 Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Number of preferred or common stock into which the warrants is converted | shares | 5,345,010 | ||||||||||||||
Common Stock [Member] | Maximum [Member] | 2025 Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Number of preferred or common stock into which the warrants is converted | shares | 4,823,910 | ||||||||||||||
Convertible Notes due 2023 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible note hedge transactions purchase of common stock | shares | 5,345,010 | ||||||||||||||
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 | ||||||||||||
Interest rate on convertible notes | 2.25% | 2.25% | 2.25% | ||||||||||||
Debt instrument, maturity date | Mar. 15, 2021 | ||||||||||||||
Proceeds from issuance of convertible debt, net of issuance costs | $ 634,100,000 | ||||||||||||||
Initial conversion rate adjustment, shares | 16.7158 | ||||||||||||||
Principal amount of debt considered for conversion rate | $ 1,000 | ||||||||||||||
Initial conversion price of convertible notes | $ / shares | $ 59.82 | ||||||||||||||
Contractual coupon interest expense | $ 3,000,000 | $ 14,600,000 | 14,600,000 | ||||||||||||
Amortization of debt discount (premium) | 18,600,000 | 17,600,000 | |||||||||||||
Amortization of debt issuance costs | $ 800,000 | $ 3,400,000 | $ 3,200,000 | ||||||||||||
Effective interest rate | 2.90% | 5.80% | |||||||||||||
Principal payments due | $ 0 | ||||||||||||||
Reclassification into temporary equity | 4,700,000 | ||||||||||||||
Carrying value | $ 645,300,000 | $ 645,303,000 | |||||||||||||
Percentage of conversion notices from notes holders | 1.40% | ||||||||||||||
Outstanding amount for which conversion notices received | $ 9,100,000 | ||||||||||||||
Aggregate cash payments for settlement of convertible notes | 649,400,000 | ||||||||||||||
Cash payments for outstanding principal amount | 640,900,000 | ||||||||||||||
Cash payments for settlement of conversions | $ 8,500,000 | ||||||||||||||
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 | d | 5 | ||||||||||||||
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 | d | 20 | ||||||||||||||
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 | d | 30 | ||||||||||||||
2.25% Senior Convertible Notes [Member] | Convertible Notes due 2021 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ASU 2020-06 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible debt liabilities | $ 3,900,000 | ||||||||||||||
Retained earnings | 47,800,000 | ||||||||||||||
Deferred tax liabilities | (900,000) | ||||||||||||||
Additional Paid In Capital | (46,100,000) | ||||||||||||||
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 | ||||||||||||||
2.25% Senior Convertible Notes [Member] | Convertible Notes due 2021 [Member] | Common Stock [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible note hedge transactions purchase of common stock | shares | 837 | ||||||||||||||
1.00% Senior Convertible Notes [Member] | Convertible Notes due 2023 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | $ 450,000,000 | ||||||||||||||
Interest rate on convertible notes | 1.00% | ||||||||||||||
Debt instrument, maturity date | Jun. 1, 2023 | ||||||||||||||
Proceeds from issuance of convertible debt, net of issuance costs | $ 436,700,000 | ||||||||||||||
Initial conversion rate adjustment, shares | 11.8778 | ||||||||||||||
Principal amount of debt considered for conversion rate | $ 1,000 | ||||||||||||||
Initial conversion price of convertible notes | $ / shares | $ 84.19 | ||||||||||||||
Contractual coupon interest expense | $ 4,500,000 | 2,600,000 | |||||||||||||
Amortization of debt discount (premium) | 4,500,000 | 10,400,000 | |||||||||||||
Amortization of debt issuance costs | $ 4,500,000 | $ 2,200,000 | |||||||||||||
Effective interest rate | 2.00% | 6.80% | |||||||||||||
Principal payments due | $ 0 | ||||||||||||||
Fair value of embedded conversion derivative | 57,200,000 | ||||||||||||||
1.00% Senior Convertible Notes [Member] | Convertible Notes due 2023 [Member] | Scenario Two [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount of debt considered for conversion rate | $ 1,000 | ||||||||||||||
Consecutive trading days considered for debt conversion | d | 5 | ||||||||||||||
1.00% Senior Convertible Notes [Member] | Convertible Notes due 2023 [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of conversion price | 130.00% | ||||||||||||||
1.00% Senior Convertible Notes [Member] | Convertible Notes due 2023 [Member] | Minimum [Member] | Scenario One [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Consecutive trading days considered for debt conversion | d | 20 | ||||||||||||||
1.00% Senior Convertible Notes [Member] | Convertible Notes due 2023 [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of conversion price | 98.00% | ||||||||||||||
1.00% Senior Convertible Notes [Member] | Convertible Notes due 2023 [Member] | Maximum [Member] | Scenario One [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Consecutive trading days considered for debt conversion | d | 30 | ||||||||||||||
1.00% Senior Convertible Notes [Member] | Convertible Notes due 2023 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ASU 2020-06 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible debt liabilities | 46,800,000 | ||||||||||||||
Retained earnings | 7,900,000 | ||||||||||||||
Deferred tax liabilities | (11,200,000) | ||||||||||||||
Additional Paid In Capital | $ (43,500,000) | ||||||||||||||
1.00% Senior Convertible Notes [Member] | Convertible Notes due 2023 [Member] | Additional Paid-in Capital [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Amount reclassified to stockholders' equity | $ 37,300,000 | ||||||||||||||
0.375% Senior Convertible Notes [Member] | Convertible Notes due 2025 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | $ 450,000,000 | $ 450,000,000 | $ 450,000,000 | ||||||||||||
Interest rate on convertible notes | 0.375% | 0.375% | 0.375% | ||||||||||||
Debt instrument, maturity date | Mar. 15, 2025 | ||||||||||||||
Proceeds from issuance of convertible debt, net of issuance costs | $ 437,000,000 | ||||||||||||||
Initial conversion rate adjustment, shares | 10.7198 | ||||||||||||||
Principal amount of debt considered for conversion rate | $ 1,000 | ||||||||||||||
Initial conversion price of convertible notes | $ / shares | $ 93.29 | ||||||||||||||
Contractual coupon interest expense | $ 1,700,000 | $ 1,400,000 | |||||||||||||
Amortization of debt discount (premium) | 2,700,000 | 11,900,000 | |||||||||||||
Amortization of debt issuance costs | $ 2,700,000 | $ 1,500,000 | |||||||||||||
Effective interest rate | 1.00% | 4.90% | |||||||||||||
Percentage of conversion price | 130.00% | ||||||||||||||
Debt redemption price percentage | 100.00% | ||||||||||||||
Principal payments due | $ 0 | ||||||||||||||
Carrying value | $ 441,527,000 | $ 374,112,000 | |||||||||||||
0.375% Senior Convertible Notes [Member] | Convertible Notes due 2025 [Member] | Scenario Two [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount of debt considered for conversion rate | $ 1,000 | ||||||||||||||
Consecutive trading days considered for debt conversion | d | 5 | ||||||||||||||
0.375% Senior Convertible Notes [Member] | Convertible Notes due 2025 [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Consecutive trading days considered for debt conversion | d | 20 | ||||||||||||||
Percentage of conversion price | 130.00% | ||||||||||||||
0.375% Senior Convertible Notes [Member] | Convertible Notes due 2025 [Member] | Minimum [Member] | Scenario One [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Consecutive trading days considered for debt conversion | d | 20 | ||||||||||||||
0.375% Senior Convertible Notes [Member] | Convertible Notes due 2025 [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Consecutive trading days considered for debt conversion | d | 30 | ||||||||||||||
Percentage of conversion price | 98.00% | ||||||||||||||
0.375% Senior Convertible Notes [Member] | Convertible Notes due 2025 [Member] | Maximum [Member] | Scenario One [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Consecutive trading days considered for debt conversion | d | 30 | ||||||||||||||
0.375% Senior Convertible Notes [Member] | Convertible Notes due 2025 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ASU 2020-06 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible debt liabilities | 64,700 | ||||||||||||||
Retained earnings | 8,800 | ||||||||||||||
Deferred tax liabilities | 15,900 | ||||||||||||||
Additional Paid In Capital | 57,600 | ||||||||||||||
0.375% Senior Convertible Notes [Member] | Convertible Notes due 2025 [Member] | Additional Paid-in Capital [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Amount reclassified to stockholders' equity | $ 78,300,000 |
Commitments (Details Textual)
Commitments (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Line Items] | ||
Restricted cash and investments for security deposit | $ 1.5 | $ 1.5 |
Lease, practical expedients, package | true | |
Licensing and Purchasing Agreements [Member] | ||
Commitments And Contingencies Disclosure [Line Items] | ||
Other commitments | $ 65.9 | |
Executive Severance Plans [Member] | ||
Commitments And Contingencies Disclosure [Line Items] | ||
Other commitments | $ 17.3 | |
Minimum [Member] | ||
Commitments And Contingencies Disclosure [Line Items] | ||
Initial terms of lease | 1 year | |
Maximum [Member] | ||
Commitments And Contingencies Disclosure [Line Items] | ||
Initial terms of lease | 17 years |
Commitments - Right-of-use Asse
Commitments - Right-of-use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Operating | $ 102,987 | $ 102,270 |
Financing | $ 2,276 | $ 2,956 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | us-gaap:OtherAssets | us-gaap:OtherAssets |
Total leased assets | $ 105,263 | $ 105,226 |
Current: | ||
Operating | 9,867 | 7,875 |
Financing | $ 1,546 | $ 1,355 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | us-gaap:OtherLiabilitiesCurrent | us-gaap:OtherLiabilitiesCurrent |
Long-term: | ||
Operating | $ 111,592 | $ 111,634 |
Financing | $ 885 | $ 1,812 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
Total lease liabilities | $ 123,890 | $ 122,676 |
Weighted-average remaining lease term (years) - operating leases | 11 years 7 months 6 days | 12 years 9 months 18 days |
Weighted-average remaining lease term (years) - finance leases | 2 years 1 month 6 days | 2 years 2 months 12 days |
Weighted-average discount rate - operating leases | 5.30% | 5.40% |
Weighted-average discount rate - finance leases | 4.70% | 4.90% |
Commitments - Lease Costs, Cash
Commitments - Lease Costs, Cash Payments and Operating Lease Liabilities Arising From Obtaining Right-of-use Assets under Operating and Financing Lease Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lease expense: | ||
Operating lease expense | $ 16,088 | $ 15,316 |
Finance lease expense: | ||
Depreciation of right-of-use assets | 1,374 | 1,201 |
Interest expense on lease liabilities | 112 | 124 |
Total lease expense | 17,574 | 16,641 |
Operating cash flows used for operating leases | 15,394 | 14,120 |
Operating cash flows used for financing leases | 102 | 124 |
Financing cash flows used for financing leases | 1,325 | 1,113 |
Total cash paid for amounts included in the measurement of lease liabilities | 16,821 | 15,357 |
Operating lease liabilities arising from obtaining right-of-use assets | $ 11,871 | $ 41,148 |
Commitments - Future Minimum An
Commitments - Future Minimum Annual Lease Payments under Capital, Operating and Financing Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Financing Leases | ||
2022 | $ 1,611 | |
2023 | 692 | |
2024 | 153 | |
2025 | 34 | |
2026 | 26 | |
Total minimum lease payments | 2,516 | |
Less: amount representing interest | (85) | |
Present value of obligations under leases | 2,431 | |
Less: current portion | (1,546) | $ (1,355) |
Long-term lease obligations | 885 | 1,812 |
Operating Leases | ||
2022 | 16,025 | |
2023 | 15,130 | |
2024 | 13,914 | |
2025 | 12,529 | |
2026 | 12,307 | |
Thereafter | 96,587 | |
Total minimum lease payments | 166,492 | |
Less: amount representing interest | (45,033) | |
Present value of obligations under leases | 121,459 | |
Less: current portion | (9,867) | (7,875) |
Long-term lease obligations | $ 111,592 | $ 111,634 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Nov. 03, 2021 | Mar. 31, 2020 | Feb. 29, 2020 | Oct. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 10, 2020 | Sep. 09, 2020 |
Equity Class Of Treasury Stock [Line Items] | ||||||||
Shares repurchased during period, value | $ 75,000,000 | |||||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | 120,000,000 | ||||
Common Stock [Member] | ||||||||
Equity Class Of Treasury Stock [Line Items] | ||||||||
Share repurchase program, authorized amount | $ 150,000,000 | $ 100,000,000 | ||||||
Share repurchase program, period in force | 3 years | |||||||
Share repurchase program, expiration date | Dec. 31, 2021 | |||||||
Share repurchase program, authorized amount increased | $ 25,000,000 | |||||||
Shares repurchased during period, value | $ 0 | |||||||
Common stock, shares authorized | 150,000,000 | 120,000,000 | ||||||
Common Stock [Member] | 0.375% Senior Convertible Notes [Member] | Convertible Notes due 2025 [Member] | ||||||||
Equity Class Of Treasury Stock [Line Items] | ||||||||
Shares repurchased during period | 1,085,000 | |||||||
Shares repurchased during period, value | $ 75,000,000 | |||||||
Common Stock [Member] | Maximum [Member] | ||||||||
Equity Class Of Treasury Stock [Line Items] | ||||||||
Share repurchase program, authorized amount | $ 100,000,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Textual) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 10, 2020 | Sep. 09, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | 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 | |||
Number of common stock issued to exercise stock options | 16,000 | ||||
Closing price of stock | $ 56.33 | ||||
Proceeds from exercise of stock options | $ 0 | $ 0 | |||
Total intrinsic value | $ 400,000 | $ 1,000,000 | |||
Total stock options vested | 0 | 0 | 0 | ||
Outstanding stock options | 0 | 0 | |||
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% | ||||
ESPP offering period | 6 months | ||||
Number of share purchased under ESPP | 153,000 | 136,000 | 129,000 | ||
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% | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized cost related to share-based compensation | $ 21,400,000 | ||||
Weighted average contractual term | 2 years | ||||
Fair value of restricted stock units vested | $ 18,000,000 | $ 12,100,000 | $ 21,500,000 | ||
Total shares withheld related to statutory tax | 91,000 | 71,000 | 122,000 | ||
Payments of employees tax obligations | $ 6,100,000 | $ 4,100,000 | $ 7,200,000 | ||
Vested during the period | 266,000 | ||||
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 | $ 19,400,000 | ||||
Weighted average contractual term | 2 years 8 months 12 days | ||||
Fair value of restricted stock units vested | $ 7,100,000 | $ 3,800,000 | $ 19,900,000 | ||
Total shares withheld related to statutory tax | 41,000 | 25,000 | 121,000 | ||
Payments of employees tax obligations | $ 2,800,000 | $ 1,600,000 | $ 7,200,000 | ||
Vested during the period | 105,000 | 61,000 | 276,000 | ||
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 | 200.00% | ||||
Stock Options [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized cost related to share-based compensation | $ 0 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Compensation Costs Included in Consolidated Statement of Operations for All Stock-based Compensation Arrangements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense before taxes | $ 25,292 | $ 18,145 | $ 30,297 |
Related income tax benefits | (4,391) | (3,088) | (6,191) |
Stock-based compensation expense, net of taxes | 20,901 | 15,057 | 24,106 |
Selling, General and Administrative Expense [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense before taxes | 18,924 | 12,622 | 25,968 |
Research and Development Expense [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense before taxes | 6,112 | 5,259 | 3,798 |
Cost of Sales [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense before taxes | $ 256 | $ 264 | $ 531 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Award Activity (Details) - Restricted Stock Units (RSUs) [Member] shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Restricted Stock Units | |
Number of shares outstanding, Beginning balance | shares | 994 |
Number of shares, Granted | shares | 412 |
Number of shares, Vested | shares | (266) |
Number of shares, Forfeited | shares | (148) |
Number of shares outstanding, Ending balance | shares | 992 |
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 | $ 58.94 |
Weighted average grant date fair value, Granted | $ / shares | 61.85 |
Weighted average grant date fair value, Vested | $ / shares | 55 |
Weighted average grant date fair value, Forfeited | $ / shares | 60.88 |
Weighted average grant date fair value outstanding, Ending balance | $ / shares | $ 60.91 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance-Based Restricted Stock Award Activity (Details) - Performance Based Restricted Stock Units (PRSUs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares outstanding, Beginning balance | 619,000 | ||
Shares, Awarded at target | 294,000 | ||
Number of shares, Vested | (105,000) | (61,000) | (276,000) |
Number of shares, Forfeited | (139,000) | ||
Number of shares outstanding, Ending balance | 669,000 | 619,000 | |
Maximum Number of Shares Eligible to be Issued, Outstanding, Beginning balance | 850,000 | ||
Maximum Number of Shares Eligible to be Issued, Awarded at target | 445,000 | ||
Maximum Number of Shares Eligible to be Issued, Vested | (105,000) | ||
Maximum Number of Shares Eligible to be Issued, Forfeited | (249,000) | ||
Maximum Number of Shares Eligible to be Issued, Outstanding, Ending balance | 941,000 | 850,000 | |
Weighted average grant date fair value outstanding, Beginning balance | $ 57.38 | ||
Average Grant Date Fair Value, Awarded at target | 59.77 | ||
Average Grant Date Fair Value, Vested | 53.93 | ||
Average Grant Date Fair Value, Forfeited | 57.72 | ||
Weighted average grant date fair value outstanding, Ending balance | $ 58.95 | $ 57.38 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Assumptions Used to Estimate Fair Value of Stock Options Granted and Stock Purchase Rights under ESPP (Details) - ESPP [Member] | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted average assumptions used to estimate fair value of stock options granted and stock purchase rights under ESPP | |||
Volatility | 39.00% | 56.00% | 35.00% |
Expected term (years) | 6 months | 6 months | 6 months |
Risk free interest rate | 0.10% | 0.50% | 2.30% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Reserved for Future Issuance (Details) shares in Thousands | Dec. 31, 2021shares |
Common stock options: | |
Shares reserved for future issuance | 32,527 |
Restricted Stock Units And Performance-Based Restricted Stock Units [Member] | |
Common stock options: | |
Shares reserved for future issuance | 1,678 |
Available for Future Grant [Member] | |
Common stock options: | |
Shares reserved for future issuance | 3,359 |
ESPP [Member] | |
Common stock options: | |
Shares reserved for future issuance | 676 |
1.00% Senior Convertible Notes due 2023 [Member] | |
Common stock options: | |
Shares reserved for future issuance | 7,082 |
0.375% Senior Convertible Notes due 2025 [Member] | |
Common stock options: | |
Shares reserved for future issuance | 6,512 |
Senior Convertible Warrants Due 2023 [Member] | |
Common stock options: | |
Shares reserved for future issuance | 6,949 |
Senior Convertible Warrants Due 2025 [Member] | |
Common stock options: | |
Shares reserved for future issuance | 6,271 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Before Income Taxes By Region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summarized details of income before income taxes by region | |||
United States | $ 21,096 | $ (45,534) | $ 74,721 |
Foreign | (79,480) | (2,011) | 5,796 |
(Loss) income before income taxes | $ (58,384) | $ (47,545) | $ 80,517 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 3,607 | $ (35) | $ 4,802 |
State | 2,989 | 2,309 | 4,638 |
Foreign | 3,268 | 4,675 | 2,205 |
Total current provision | 9,864 | 6,949 | 11,645 |
Deferred: | |||
Federal | (902) | (13,800) | 5,873 |
State | (6,573) | (8,315) | (4,565) |
Foreign | (23,040) | (3,849) | (819) |
Total deferred provision | (30,515) | (25,964) | 489 |
Changes in tax rate | 47 | (579) | 606 |
Changes in valuation allowance | 26,306 | 9,202 | 2,543 |
Total provision (benefit) | $ 5,702 | $ (10,392) | $ 15,283 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax provision (benefit) at federal statutory rate | $ (12,261) | $ (9,984) | $ 16,909 |
Valuation allowance | 26,306 | 9,202 | 2,543 |
Compensation expense | 2,153 | 3,314 | 1,643 |
Acquisition related charges | 1,338 | 687 | (1,808) |
State income tax | 979 | (1,243) | 3,763 |
Nondeductible meals and entertainment | 171 | 351 | 717 |
Return to provision adjustments | 116 | (881) | (2,323) |
Changes in tax rate | 47 | (579) | 606 |
Income tax reserves | (447) | (4,217) | (1,146) |
Foreign tax rate differences from federal statutory rate | (7,166) | (1,215) | 716 |
Income tax credits and incentives | (7,286) | (7,155) | (7,209) |
Other | 1,752 | 1,328 | 872 |
Total provision (benefit) | $ 5,702 | $ (10,392) | $ 15,283 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 87,671 | $ 47,407 |
Amortization | 66,482 | 67,945 |
Inventory | 48,244 | 35,763 |
Lease liability | 28,402 | 28,356 |
General business and other credit carryforwards | 25,913 | 26,542 |
Original issue discount | 22,130 | 3,735 |
Stock-based compensation | 10,042 | 9,918 |
Other | 34,666 | 27,479 |
Gross deferred tax assets | 323,550 | 247,145 |
Less valuation allowance | (168,409) | (130,434) |
Net deferred tax assets | 155,141 | 116,711 |
Deferred tax liabilities: | ||
Depreciation | (46,597) | (44,760) |
Acquired intangibles | (34,181) | (27,544) |
Right-of-use assets | (23,904) | (24,122) |
Other | (3,137) | (5,176) |
Total deferred tax liabilities | (107,819) | (101,602) |
Net deferred tax assets | $ 47,322 | $ 15,109 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2021 | |
Income Taxes [Line Items] | ||||
Deferred tax assets | $ 323,550 | $ 247,145 | ||
Unrecognized tax benefits that would impact effective tax | 17,800 | 16,500 | $ 18,700 | |
Income tax, penalties and interest (expense) benefit | 100 | (100) | $ 100 | |
Income tax, accrued interest and penalties | 100 | $ 100 | ||
Remaining unrecognized tax positions | 0 | |||
Research and Development [Member] | California Tax Authority [Member] | ||||
Income Taxes [Line Items] | ||||
Net research and development carryforwards | 41,300 | |||
Federal Tax Authority [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 1,800 | |||
Operating loss carryforwards expiration year | 2026 | |||
Federal Tax Authority [Member] | Research and Development [Member] | ||||
Income Taxes [Line Items] | ||||
Net research and development carryforwards | $ 7,900 | |||
Federal tax credit carryforwards, expiration year | 2038 | |||
State and Local Jurisdiction [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 55,100 | |||
Operating loss carryforwards expiration year | 2021 | |||
Foreign Tax Authority [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 300 | |||
ASU 2020-06 [Member] | ||||
Income Taxes [Line Items] | ||||
Net increase (decrease) in deferred tax assets and liabilities | (28,900) | |||
Decrease in valuation allowance of deferred taxes | 900 | |||
Simplify Medical [Member] | ||||
Income Taxes [Line Items] | ||||
Net increase (decrease) in deferred tax assets and liabilities | $ 10,700 | |||
Deferred tax assets | $ 700 |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Gross unrecognized tax benefits at beginning of period | $ 18,316 | $ 20,328 | $ 19,545 |
Increases in tax positions for prior years | 165 | 1,758 | 62 |
Decreases in tax positions for prior years | (112) | ||
Increases in tax positions for current year relating to ongoing operations | 2,087 | 2,159 | 2,073 |
Decreases in tax positions as a result of a lapse of statute of limitations | (769) | (5,929) | (616) |
Decreases in tax positions due to settlements with taxing authorities | (56) | (624) | |
Gross unrecognized tax benefits period end | $ 19,743 | $ 18,316 | $ 20,328 |
Business Segment, Product and_2
Business Segment, Product and Geographic Information (Details Textual) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Business Segment, Product and_3
Business Segment, Product and Geographic Information - Schedule of Net Sales by Product Line (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Entity Wide Information Revenue From External Customer [Line Items] | |||
Net sales | $ 1,138,988 | $ 1,050,582 | $ 1,168,070 |
Spinal Hardware [Member] | |||
Entity Wide Information Revenue From External Customer [Line Items] | |||
Net sales | 856,556 | 783,510 | 851,440 |
Surgical Support [Member] | |||
Entity Wide Information Revenue From External Customer [Line Items] | |||
Net sales | $ 282,432 | $ 267,072 | $ 316,630 |
Business Segment, Product and_4
Business Segment, Product and Geographic Information - Schedule of Net Sales and Net Property and Equipment by Geographical Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues and Net Property and Equipment by Geographical Areas [Line Items] | |||
Net Sales | $ 1,138,988 | $ 1,050,582 | $ 1,168,070 |
Property and Equipment, Net | 303,664 | 286,369 | |
United States | |||
Revenues and Net Property and Equipment by Geographical Areas [Line Items] | |||
Net Sales | 876,614 | 821,824 | 941,086 |
Property and Equipment, Net | 256,688 | 239,802 | |
International (excludes Puerto Rico) [Member] | |||
Revenues and Net Property and Equipment by Geographical Areas [Line Items] | |||
Net Sales | 262,374 | 228,758 | $ 226,984 |
Property and Equipment, Net | $ 46,976 | $ 46,567 |