Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
Document Information | ||
Entity Registrant Name | GLOBUS MEDICAL INC | |
Entity Central Index Key | 1,237,831 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 95,825,128 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 90,192 | $ 60,152 |
Restricted cash | 477 | 26,119 |
Short-term marketable securities | 167,727 | 220,877 |
Accounts receivable, net of allowances of $2,694 and $2,513, respectively | 86,708 | 77,681 |
Inventories | 115,606 | 105,260 |
Prepaid expenses and other current assets | 11,605 | 7,351 |
Income taxes receivable | 5,895 | 8,672 |
Deferred income taxes | 0 | 38,687 |
Total current assets | 478,210 | 544,799 |
Property and equipment, net of accumulated depreciation of $159,314 and $139,114, respectively | 127,084 | 114,743 |
Long-term marketable securities | 64,451 | 48,762 |
Note receivable | 25,000 | 0 |
Intangible assets, net | 67,438 | 33,242 |
Goodwill | 110,250 | 91,964 |
Other assets | 1,015 | 590 |
Deferred income taxes | 28,295 | 0 |
Total assets | 901,743 | 834,100 |
LIABILITIES AND EQUITY | ||
Accounts payable | 13,936 | 15,971 |
Accrued expenses | 43,287 | 53,769 |
Income taxes payable | 3,696 | 763 |
Business acquisition liabilities, current | 4,888 | 12,188 |
Total current liabilities | 65,807 | 82,691 |
Business acquisition liabilities, net of current portion | 15,020 | 21,126 |
Deferred income taxes | 9,013 | 13,260 |
Other liabilities | 1,784 | 1,699 |
Total liabilities | 91,624 | 118,776 |
Commitments and contingencies (Note 13) | ||
Equity: | ||
Additional paid-in capital | 207,182 | 192,629 |
Accumulated other comprehensive loss | (1,760) | (1,958) |
Retained earnings | 604,601 | 524,558 |
Total equity | 810,119 | 715,324 |
Total liabilities and equity | 901,743 | 834,100 |
Class A Common | ||
Equity: | ||
Common stock | 72 | 71 |
Class B Common | ||
Equity: | ||
Common stock | $ 24 | $ 24 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Allowance for doubtful accounts | $ 2,694 | $ 2,513 |
Property, Plant and Equipment, Net | ||
Accumulated depreciation | $ 159,314 | $ 139,114 |
Equity: | ||
Common stock, shares authorized | 785,000,000 | |
Common stock, shares issued | 95,805,671 | 95,319,722 |
Common stock, shares outstanding | 95,805,671 | 95,319,722 |
Class A Common | ||
Equity: | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 71,928,115 | 71,442,166 |
Common stock, shares outstanding | 71,928,115 | 71,442,166 |
Class B Common | ||
Equity: | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 275,000,000 | 275,000,000 |
Common stock, shares issued | 23,877,556 | 23,877,556 |
Common stock, shares outstanding | 23,877,556 | 23,877,556 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Sales | $ 135,651 | $ 136,992 | $ 412,404 | $ 402,166 |
Cost of goods sold | 31,453 | 32,927 | 95,703 | 97,393 |
Gross profit | 104,198 | 104,065 | 316,701 | 304,773 |
Operating expenses: | ||||
Research and development | 10,265 | 9,250 | 30,889 | 26,640 |
Selling, general and administrative | 54,207 | 52,170 | 161,317 | 157,439 |
Provision for litigation | 0 | 27 | 3,056 | 433 |
Amortization of intangibles | 884 | 393 | 1,673 | 1,172 |
Acquisition related costs | 1,192 | 1,550 | 1,347 | 2,864 |
Total operating expenses | 66,548 | 63,390 | 198,282 | 188,548 |
Operating Income | 37,650 | 40,675 | 118,419 | 116,225 |
Other income, net | ||||
Interest income, net | 795 | 342 | 1,893 | 898 |
Foreign currency transaction gain/(loss) | 284 | (205) | 83 | (869) |
Other income | 126 | 116 | 407 | 318 |
Total other income, net | 1,205 | 253 | 2,383 | 347 |
Income before income taxes | 38,855 | 40,928 | 120,802 | 116,572 |
Income tax provision | 12,628 | 14,447 | 40,759 | 41,389 |
Net Income | $ 26,227 | $ 26,481 | $ 80,043 | $ 75,183 |
Earnings per share: | ||||
Basic | $ 0.27 | $ 0.28 | $ 0.84 | $ 0.79 |
Diluted | $ 0.27 | $ 0.28 | $ 0.83 | $ 0.78 |
Weighted average shares outstanding: | ||||
Basic | 95,739 | 95,138 | 95,575 | 94,970 |
Dilutive stock options | 753 | 981 | 829 | 1,056 |
Diluted | 96,492 | 96,119 | 96,404 | 96,026 |
Anti-dilutive stock options excluded from weighted average calculation | 5,457 | 3,234 | 5,378 | 3,118 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 26,227 | $ 26,481 | $ 80,043 | $ 75,183 |
Other comprehensive income/(loss): | ||||
Unrealized gain/(loss) on marketable securities, net of tax | (165) | 75 | 119 | 103 |
Foreign currency translation gain/(loss) | 141 | (124) | 79 | (184) |
Total other comprehensive income/(loss) | (24) | (49) | 198 | (81) |
Comprehensive Income | $ 26,203 | $ 26,432 | $ 80,241 | $ 75,102 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 80,043 | $ 75,183 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 21,536 | 17,669 |
Amortization of premium on marketable securities | 3,067 | 2,352 |
Write-down for excess and obsolete inventories | 6,919 | 7,122 |
Stock-based compensation expense | 8,437 | 6,935 |
Excess tax benefit related to nonqualified stock options | (1,484) | (1,973) |
Allowance for doubtful accounts | 320 | 957 |
Change in deferred income taxes | (1,356) | (4,115) |
(Increase)/decrease in: | ||
Restricted cash | 25,642 | (2,015) |
Accounts receivable | 3,111 | (3,468) |
Inventories | (6,609) | (16,998) |
Prepaid expenses and other assets | 7,332 | (1,368) |
Increase/(decrease) in: | ||
Accounts payable | (3,426) | (2,812) |
Accounts payable to related-party | 0 | (5,359) |
Accrued expenses and other liabilities | (30,178) | 6,042 |
Income taxes payable/receivable | 6,643 | (275) |
Net cash provided by operating activities | 119,997 | 77,877 |
Cash flows from investing activities: | ||
Purchases of marketable securities | (223,623) | (207,407) |
Maturities of marketable securities | 211,138 | 131,318 |
Sales of marketable securities | 47,109 | 46,064 |
Purchases of property and equipment | (26,701) | (36,606) |
Issuance of note receivable | (25,000) | 0 |
Acquisition of businesses, net of cash acquired | (76,068) | (48,513) |
Net cash used in investing activities | (93,145) | (115,144) |
Cash flows from financing activities: | ||
Payment of business acquisition liabilities | (400) | (900) |
Proceeds from exercise of stock options | 4,428 | 4,313 |
Excess tax benefit related to nonqualified stock options | 1,484 | 1,973 |
Net cash provided by financing activities | 5,512 | 5,386 |
Effect of foreign exchange rate on cash | (2,324) | 117 |
Net increase/(decrease) in cash and cash equivalents | 30,040 | (31,764) |
Cash and cash equivalents, beginning of period | 60,152 | 82,265 |
Cash and cash equivalents, end of period | 90,192 | 50,501 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 23 | 9 |
Income taxes paid | $ 37,009 | $ 45,955 |
BACKGROUND AND SUMMARY OF SIGNI
BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Background and Summary of Significant Accounting Policies | BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) The Company Globus Medical, Inc., together with its subsidiaries, is a medical device company focused on the design, development and commercialization of musculoskeletal implants. We are currently focused on implants that promote healing in patients with spine disorders. We have also recently begun to develop a robotic surgical navigation device and products to treat patients who have experienced orthopedic traumas, although those development efforts are still ongoing and we currently have no robotic or orthopedic trauma products that are cleared by the U.S. Food and Drug Administration for sale. We are an engineering-driven company with a history of rapidly developing and commercializing advanced products and procedures that assist surgeons in effectively treating their patients, respond to evolving surgeon needs and address new treatment options. Since our inception in 2003, we have launched over 160 products and offer a product portfolio addressing a broad array of spinal pathologies. We are headquartered in Audubon, Pennsylvania, and market and sell our products through our exclusive sales force in the United States, as well as within North, Central & South America, Europe, Asia, Africa and Australia. Our sales force consists of direct sales representatives and distributor sales representatives employed by exclusive independent distributors. The terms “the Company,” “Globus,” “we,” “us” and “our” refer to Globus Medical, Inc. and, where applicable, our consolidated subsidiaries. (b) Basis of Presentation The accompanying interim unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in complete financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2015 . In the opinion of management, the statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of our financial position and of the results for the three- and nine- month periods presented. The results of operations for any interim period are not indicative of results for the full year. Certain reclassifications have been made to prior period statements to conform to the current year presentation. (c) Principles of Consolidation The accompanying consolidated financial statements include the accounts of Globus and its wholly-owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. (d) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates, in part, on historical experience that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include intangible assets, contingent payment liabilities, allowance for doubtful accounts, stock-based compensation, write-down for excess and obsolete inventory, useful lives of assets, the outcome of litigation, and income taxes. We are subject to risks and uncertainties due to changes in the healthcare environment, regulatory oversight, competition, and legislation that may cause actual results to differ from estimated results. (e) Restricted Cash In December 2014, we set aside cash for the payment of a portion of the DePuy Synthes and Bianco litigation. We classified this cash as restricted, as the amount was placed in escrow to be used for payment of the litigation obligations, should we not be successful with our appeals. On January 13, 2016, we settled our litigation with DePuy Synthes and made a payment of $7.9 million and recovered approximately $8.4 million related to that settlement shortly thereafter. As of September 30, 2016 , we have $0.5 million of restricted cash remaining related to the Bianco matter. See “Note 13. Commitments and Contingencies” below for more details regarding these litigations. (f) Marketable Securities Our marketable securities include municipal bonds, corporate debt securities, commercial paper, securities of U.S. government-sponsored agencies and asset-backed securities, and are classified as available-for-sale as of September 30, 2016 . Available-for-sale securities are recorded at fair value in both short-term and long-term marketable securities on our consolidated balance sheets. The change in fair value for available-for-sale securities is recorded, net of taxes, as a component of accumulated other comprehensive loss on our consolidated balance sheets. Premiums and discounts are recognized over the life of the related security as an adjustment to yield using the straight-line method. Realized gains or losses from the sale of our marketable securities are determined on a specific identification basis. Realized gains and losses, along with interest income and the amortization/accretion of premiums/discounts are included as a component of other income, net, on our consolidated statements of income. Interest receivable is recorded as a component of prepaid expenses and other current assets on our consolidated balance sheets. We maintain a portfolio of various holdings, types and maturities, though most of the securities in our portfolio could be liquidated at minimal cost at any time. We invest in securities that meet or exceed standards as defined in our investment policy. Our policy also limits the amount of credit exposure to any one issue, issuer or type of security. We review our securities for other-than-temporary impairment at each reporting period. If an unrealized loss for any security is considered to be other-than-temporary, the loss will be recognized in our consolidated statement of income in the period the determination is made. (g) Inventories Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. The majority of our inventories are finished goods as we mainly utilize third-party suppliers to source our products. We periodically evaluate the carrying value of our inventories in relation to our estimated forecast of product demand, which takes into consideration the estimated life cycle of product releases. When quantities on hand exceed estimated sales forecasts, we record a write-down for such excess inventories. (h) Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, product delivery has occurred, pricing is fixed or determinable, and collection is reasonably assured. A significant portion of our revenue is generated from consigned inventory maintained at hospitals or with sales representatives. For these products, revenue is recognized at the time the product is used or implanted. For all other transactions, we recognize revenue when title to the goods and risk of loss transfer to customers, provided there are no remaining performance obligations that will affect the customer’s final acceptance of the sale. Our policy is to classify shipping and handling costs billed to customers as sales and the related expenses as cost of goods sold. (i) Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) . ASU 2014-09 amends the guidance in former Topic 605, Revenue Recognition , and most other existing revenue guidances in US GAAP. Under the new standard, an entity will recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the payment to which the entity expects to be entitled in exchange for those goods or services and provide additional disclosures. As amended, the effective date for public entities is annual reporting periods beginning after December 15, 2017 and interim periods therein. Early adoption is not permitted prior to the first quarter of 2017. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently evaluating the timing and impact of the new standard on our financial position, results of operations, and disclosures. In July 2015, the FASB released ASU 2015-11, Simplifying the Measurement of Inventory (Topic 330) (“ASU 2015-11”) as part of the FASB’s Simplification Initiative. This update is intended to more closely align the measurement of inventory under GAAP with the measurement of inventory under International Financial Reporting Standards. Within the scope of the update, an entity is required to measure inventory at the lower of cost or net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonable and predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for all public entities for fiscal years beginning after December 31, 2016, including interim reporting periods within that period, and is required to be applied prospectively, with early adoption permitted. We are currently evaluating the impact of the new standard on our financial position, results of operations, and disclosures. In September 2015, the FASB released ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”). ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Prior to the issuance of the standard, entities were required to retrospectively apply adjustments made to provisional amounts recognized in a business combination. The amendments in ASU 2015-16 require an entity to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. The update is not expected to have a material impact on our financial position, results of operations, and disclosures. In November 2015, the FASB released ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). ASU 2015-17 simplifies the presentation of deferred income taxes by requiring that all deferred income taxes are classified as noncurrent in a classified statement of financial position. The amendments in ASU 2015-17 also aligns the presentation of deferred taxes with that of International Financial Reporting Standards. This update is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with earlier application permitted for all entities as of the beginning of an interim or annual reporting period. We adopted ASU 2015-17 prospectively effective March 31, 2016, therefore prior periods were not adjusted. In February 2016, the FASB released ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). Under ASU 2016-02, a right-of-use asset and lease obligation will be recorded for all leases with terms greater than 12 months, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted, and requires the use of the modified retrospective method, which will require adjustment to all comparative periods presented in the consolidated financial statements. We are currently evaluating the impact of this new accounting standard on our financial position, results of operations, and disclosures. In March 2016, the FASB released ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which will simplify the income tax consequences, accounting for forfeitures, and classification on the statements of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted, and will be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in this update. We are currently evaluating the impact of this new accounting standard on our financial position, results of operations, and disclosures. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | ACQUISITIONS Alphatec International On September 1, 2016 (the “Closing Date”), Globus Medical Ireland, Ltd. (“Globus Ireland”), a private limited company existing under the laws of Ireland and an indirect wholly-owned subsidiary of Globus, acquired from Alphatec Holdings, Inc., a Delaware corporation (“Alphatec”) (i) substantially all of the assets and certain liabilities of Alphatec’s subsidiaries in the United Kingdom, Italy, the Netherlands, Germany and Hong Kong and (ii) all of the outstanding equity interests of Alphatec’s subsidiaries in Japan, Brazil, China, Singapore and Australia (“Alphatec International”) pursuant to a Purchase and Sale Agreement entered into on July 25, 2016 (the “Purchase Agreement” and the “Acquisition”). The aggregate consideration for the transaction was approximately $80.1 million in cash, subject to customary adjustment after closing for certain working capital items as provided in the Purchase Agreement. In addition, in connection with the Acquisition, Globus Ireland entered into a supply agreement with Alphatec, pursuant to which Alphatec will supply products to Globus Ireland and its newly-acquired subsidiaries for up to five years after the Closing Date. We accounted for the acquisition under the purchase method of accounting, and as a result, recorded preliminary goodwill of approximately $18.3 million . The results of operations of Alphatec International have been included in our results of operations from the date of acquisition. Amounts recognized for assets acquired and liabilities assumed are based on preliminary purchase price allocations and on certain management judgments. These preliminary allocations are based on an analysis of the estimated fair values of assets acquired and liabilities assumed, including identifiable tangible assets, and estimates of the useful lives of tangible assets. The final purchase price allocations will be completed after we finalize our third-party appraisal, review all available data, and complete our own internal assessments. We expect to complete our final purchase price allocations in early 2017. Any additional adjustments resulting from finalization of the purchase price allocations for Alphatec International will affect the amount assigned to goodwill. Based on our preliminary purchase price allocations, we estimate that $2.4 million of the goodwill from this acquisition is deductible for tax purposes. As of September 30, 2016 , we recorded the following preliminary purchase price allocation for the identifiable tangible and intangible assets and liabilities of Alphatec International: (In thousands) Consideration: Cash paid at closing $ 80,000 Preliminary working capital adjustment 78 Fair value of consideration $ 80,078 Identifiable assets acquired and liabilities assumed: Cash acquired $ 4,010 Accounts receivable 12,402 Inventory 10,839 Customer relationships 38,800 Property and equipment 5,848 Deferred tax assets 1,193 Other assets 6,620 Accounts payable and accrued expenses (8,907 ) Deferred tax liabilities (9,013 ) Total identifiable net assets 61,792 Goodwill 18,286 Total allocated purchase price $ 80,078 The following unaudited pro forma information is based on our historical data and our assumptions for consolidated results of operations, and gives effect to our acquisition of Alphatec International as if the acquisition had occurred on January 1, 2015. These unaudited pro forma results include adjustments having a continuing impact on our consolidated statements of income. These adjustments primarily consist of: adjustments to the fair value of inventory, adjustments to depreciation for the fair value and depreciable lives of property and equipment, amortization of intangibles, interest income and adjustments to tax expense based on consolidated pro forma results. These results have been prepared using assumptions our management believes are reasonable, are not necessarily indicative of the actual results that would have occurred if the acquisition had occurred on January 1, 2015, and are not necessarily indicative of the results that may be achieved in the future, including but not limited to operating synergies that we may realize as a result of the acquisition. Three Months Ended Nine Months Ended (pro forma, in thousands, except per share amounts) September 30, September 30, September 30, September 30, Net sales $ 143,577 $ 150,400 $ 444,109 $ 442,391 Net income 27,393 26,613 84,101 77,448 Earnings per share: Basic $ 0.29 $ 0.28 $ 0.89 $ 0.82 Diluted $ 0.28 $ 0.28 $ 0.88 $ 0.81 Branch Medical Group, Inc. On February 25, 2015, we entered into an agreement to acquire Branch Medical Group, Inc. (“BMG”), a related-party manufacturer of high precision medical devices located in Audubon, PA. We closed this acquisition on March 11, 2015, for $57.0 million in cash, $5.3 million in deferred consideration, and $0.9 million of closing working capital adjustments. The amount payable to BMG on the date of acquisition of $5.2 million was also settled in connection with the acquisition. The deferred consideration was a holdback of a portion of the sale price, to allow time to properly account for all working capital adjustments in the event of an unfavorable adjustment to the sellers. The full holdback amount of $5.3 million was paid in cash in July 2016. As previously disclosed in our definitive proxy statement, BMG had been a related-party supplier since 2005. As of February 24, 2015, David C. Paul's wife, David D. Davidar's wife, and David M. Demski collectively owned approximately 49% of the outstanding stock of BMG. In addition, since February 2010, Mr. Paul's wife and Mr. Davidar's wife had served as directors of BMG. Prior to the acquisition, we purchased products and services from BMG pursuant to a standard Supplier Quality Agreement entered into in September 2010. We accounted for the acquisition under the purchase method of accounting, and as a result, recorded goodwill of $39.0 million . We recorded the deferred consideration as a component of business acquisition liabilities, current, in our balance sheet. The results of operations of BMG have been included in our results of operations from the date of acquisition. Amounts recognized for assets acquired and liabilities assumed are based on purchase price allocations and on certain management judgments. These allocations are based on an analysis of the estimated fair values of assets acquired and liabilities assumed, including identifiable tangible assets, and estimates of the useful lives of tangible assets. We completed our final purchase price allocations during September 2015. The goodwill from this acquisition is not deductible for tax purposes. |
NOTE RECEIVABLE
NOTE RECEIVABLE | 9 Months Ended |
Sep. 30, 2016 | |
Note Receivable [Abstract] | |
Note Receivable Disclosure | NOTE RECEIVABLE On September 1, 2016, in connection with the Acquisition, we entered into a Credit, Security and Guaranty Agreement (the “Credit Agreement”) with Alphatec and Alphatec Spine, Inc. (“Alphatec Spine” and together with Alphatec, the “Alphatec Borrowers”), pursuant to which we made available to the Alphatec Borrowers a senior secured term loan facility in an amount not to exceed $30.0 million . On the Closing Date, we made an initial loan of $25.0 million and the Alphatec Borrowers issued a note for such amount to us. The Credit Agreement contains customary operational and financial covenants, including a fixed charge coverage ratio to be maintained by the Alphatec Borrowers, and provides us with a security interest in all of the assets of the Alphatec Borrowers. The Credit Agreement has a scheduled maturity date five years from the Closing Date. The term loan interest rate for the first two years following the Closing Date will be priced at the London Interbank Offered Rate (“ LIBOR ”) plus 8.0% , subject to a 9.5% floor. The term loan interest rate thereafter will be LIBOR plus 13.0% . Interest accrues on the note receivable based on the contractual terms of the note. We consider a note to be impaired when, based on current information or factors (such as payment history, value of collateral and assessment of the borrower’s current creditworthiness), it is probable that the principal and interest payments will not be collected according to the note agreement. As of September 30, 2016 , we do not consider this note to be impaired. We believe that the note’s carrying value approximates its fair value. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2016 | |
Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure | INTANGIBLE ASSETS A summary of intangible assets is presented below: September 30, 2016 (In thousands) Weighted Gross Accumulated Amortization Intangible In-process research & development — $ 21,089 $ — $ 21,089 Supplier network 10.0 4,000 (767 ) 3,233 Customer relationships & other intangibles 6.8 44,325 (3,633 ) 40,692 Patents 16.1 3,035 (611 ) 2,424 Total intangible assets $ 72,449 $ (5,011 ) $ 67,438 December 31, 2015 (In thousands) Weighted Gross Accumulated Amortization Intangible In-process research & development — $ 24,560 $ — $ 24,560 Supplier network 10.0 4,000 (467 ) 3,533 Customer relationships & other intangibles 7.3 5,525 (2,384 ) 3,141 Patents 17.0 2,495 (487 ) 2,008 Total intangible assets $ 36,580 $ (3,338 ) $ 33,242 |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 9 Months Ended |
Sep. 30, 2016 | |
Marketable Securities [Abstract] | |
Marketable Securities | MARKETABLE SECURITIES The composition of our short-term and long-term marketable securities is as follows: September 30, 2016 (In thousands) Contractual Maturity (in years) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term: Municipal bonds Less than 1 $ 109,539 $ 3 $ (56 ) $ 109,486 Corporate debt securities Less than 1 44,222 15 (5 ) 44,232 Commercial paper Less than 1 13,465 2 (1 ) 13,466 Asset-backed securities Less than 1 543 — — 543 Total short-term marketable securities $ 167,769 $ 20 $ (62 ) $ 167,727 Long-term: Municipal bonds 1-2 $ 24,174 $ 6 $ (36 ) $ 24,144 Corporate debt securities 1-2 20,938 61 — 20,999 Asset-backed securities 1-2 14,294 16 — 14,310 Securities of U.S. government-sponsored agencies 1-2 5,002 — (4 ) 4,998 Total long-term marketable securities $ 64,408 $ 83 $ (40 ) $ 64,451 December 31, 2015 (In thousands) Contractual Maturity (in years) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term: Municipal bonds Less than 1 $ 108,402 $ 15 $ (81 ) $ 108,336 Corporate debt securities Less than 1 53,759 2 (57 ) 53,704 Commercial paper Less than 1 42,149 3 (1 ) 42,151 Securities of U.S. government-sponsored agencies Less than 1 14,511 4 (4 ) 14,511 Asset-backed securities Less than 1 2,175 — — 2,175 Total short-term marketable securities $ 220,996 $ 24 $ (143 ) $ 220,877 Long-term: Municipal bonds 1-2 $ 18,508 $ — $ (25 ) $ 18,483 Corporate debt securities 1-2 12,033 — (25 ) 12,008 Asset-backed securities 1-2 18,294 — (23 ) 18,271 Total long-term marketable securities $ 48,835 $ — $ (73 ) $ 48,762 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Under the accounting for fair value measurements and disclosures, fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or the liability in an orderly transaction between market participants on the measurement date. Additionally, a fair value hierarchy was established that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Our assets and liabilities measured at fair value on a recurring basis are classified and disclosed in one of the following three categories: Level 1—quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2—observable inputs other than quoted prices in active markets for identical assets and liabilities; and Level 3—unobservable inputs in which there is little or no market data available, which require the reporting entity to use significant unobservable inputs or valuation techniques. The fair value of our assets and liabilities measured at fair value on a recurring basis was as follows: Balance at (In thousands) September 30, Level 1 Level 2 Level 3 Assets Cash equivalents $ 11,947 $ 4,247 $ 7,700 $ — Municipal bonds 133,630 — 133,630 — Corporate debt securities 65,231 — 65,231 — Commercial paper 13,466 — 13,466 — Asset-backed securities 14,853 — 14,853 — Securities of U.S. government-sponsored agencies 4,998 — 4,998 — Liabilities Contingent consideration 19,678 — — 19,678 Balance at (In thousands) December 31, Level 1 Level 2 Level 3 Assets Cash equivalents $ 12,700 $ 1,701 $ 10,999 $ — Municipal bonds 126,819 — 126,819 — Corporate debt securities 65,712 — 65,712 — Commercial paper 42,151 — 42,151 — Asset-backed securities 20,446 — 20,446 — Securities of U.S. government-sponsored agencies 14,511 — 14,511 — Liabilities Contingent consideration 26,617 — — 26,617 Our marketable securities are classified as Level 2 within the fair value hierarchy, as we measure their fair value using market prices for similar instruments and inputs such as actual trade data, benchmark yields, broker/dealer quotes and other similar data obtained from quoted market prices or independent pricing vendors. Contingent consideration represents our contingent milestone, performance and revenue-sharing payment obligations related to our acquisitions and is measured at fair value, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions we believe would be made by a market participant. We assess these estimates on an ongoing basis as additional data impacting the assumptions is obtained. The balances of the fair value of contingent consideration are recognized within business acquisition liabilities on our consolidated balance sheets, and the changes in the fair value of contingent consideration are recognized within research and development and selling, general and administrative expenses in the consolidated statements of income. The recurring Level 3 fair value measurements of our contingent consideration liabilities include the following significant unobservable inputs: Fair Value at (In thousands) September 30, Valuation technique Unobservable input Range Discount rate 3.1 % - 8.5 % Revenue-based payments $ 15,047 Discounted cash flow Probability of payment 87.0 % - 97.5 % Projected year of payment 2017 - 2029 Discount rate 5.3 % - 13.5 % Milestone-based payments $ 4,631 Discounted cash flow Probability of payment 80.0 % - 100.0 % Projected year of payment 2016 - 2020 The following table provides a reconciliation of the beginning and ending balances of contingent consideration: Three Months Ended Nine Months Ended (In thousands) September 30, September 30, September 30, September 30, Beginning balance $ 22,531 $ 25,534 $ 26,617 $ 24,335 Contingent payments (2 ) — (5,003 ) (3 ) Non-cash settlement of certain contingent consideration (3,110 ) — (4,632 ) — Changes in fair value of contingent consideration 259 1,422 2,696 2,624 Ending balance $ 19,678 $ 26,956 $ 19,678 $ 26,956 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES (In thousands) September 30, December 31, 2015 Raw materials $ 14,593 $ 12,308 Work in process 9,224 7,091 Finished goods 91,789 85,861 Total inventories $ 115,606 $ 105,260 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | ACCRUED EXPENSES (In thousands) September 30, December 31, Compensation and other employee-related costs $ 21,429 $ 21,151 Legal and other settlements and expenses 1,927 13,617 Accrued non-income taxes 7,338 6,808 Royalties 4,099 6,787 Other 8,494 5,406 Total accrued expenses $ 43,287 $ 53,769 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Line of Credit In May 2011 , we entered into a credit agreement with Wells Fargo Bank related to a revolving credit facility that provides for borrowings up to $50.0 million . At our request, and with the approval of the bank, the amount of borrowings available under the revolving credit facility can be increased to $75.0 million . The revolving credit facility includes up to a $25.0 million sub-limit for letters of credit. As amended to date, the revolving credit facility expires in May 2017. Cash advances bear interest at our option either at a fluctuating rate per annum equal to the daily LIBOR in effect for a one -month period plus 0.75% , or a fixed rate for a one - or three -month period equal to LIBOR plus 0.75% . The credit agreement governing the revolving credit facility also subjects us to various restrictive covenants, including the requirement to maintain maximum consolidated leverage. The covenants also include limitations on our ability to repurchase shares, to pay cash dividends or to enter into a sale transaction. As of September 30, 2016 , we were in compliance with all financial covenants under the credit agreement, there were no outstanding borrowings under the revolving credit facility and available borrowings were $50.0 million . We may terminate the credit agreement at any time on ten days’ notice without premium or penalty. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Equity | EQUITY Our amended and restated Certificate of Incorporation provides for a total of 785,000,000 authorized shares of common stock. Of the authorized number of shares of common stock, 500,000,000 shares are designated as Class A common stock (“Class A Common”), 275,000,000 shares are designated as Class B common stock (“Class B Common”) and 10,000,000 shares are designated as Class C common stock (“Class C Common”). Our issued and outstanding common shares by Class were as follows: (Shares) Class A Common Class B Common Total September 30, 2016 71,928,115 23,877,556 95,805,671 December 31, 2015 71,442,166 23,877,556 95,319,722 The following table summarizes changes in total equity: Nine Months Ended (In thousands) September 30, Total equity, beginning of period $ 715,324 Net income 80,043 Stock-based compensation cost 8,642 Exercise of stock options 4,428 Excess tax benefit of nonqualified stock options 1,484 Other comprehensive income 198 Total equity, end of period $ 810,119 The tables below present the changes in each component of accumulated other comprehensive income/(loss), including current period other comprehensive income/(loss) and reclassifications out of accumulated other comprehensive income/(loss): (In thousands) Unrealized gain/(loss) on marketable securities, net of tax Foreign currency translation adjustments Accumulated other comprehensive loss Accumulated other comprehensive loss, net of tax, at December 31, 2015 $ (119 ) $ (1,839 ) $ (1,958 ) Other comprehensive income before reclassifications 95 79 174 Amounts reclassified from accumulated other comprehensive income, net of tax 24 — 24 Other comprehensive income, net of tax 119 79 198 Accumulated other comprehensive loss, net of tax, at September 30, 2016 $ — $ (1,760 ) $ (1,760 ) (In thousands) Unrealized gain/(loss) on marketable securities, net of tax Foreign currency translation adjustments Accumulated other comprehensive loss Accumulated other comprehensive loss, net of tax, at December 31, 2014 $ (64 ) $ (1,593 ) $ (1,657 ) Other comprehensive income/(loss) before reclassifications 100 (184 ) (84 ) Amounts reclassified from accumulated other comprehensive income, net of tax 3 — 3 Other comprehensive income/(loss), net of tax 103 (184 ) (81 ) Accumulated other comprehensive income/(loss), net of tax, at September 30, 2015 $ 39 $ (1,777 ) $ (1,738 ) |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION We have three stock plans: our Amended and Restated 2003 Stock Plan, our 2008 Stock Plan, and our 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan is the only remaining active stock plan. The purpose of these stock plans was, and the 2012 Plan is, to provide incentive to employees, directors, and consultants of Globus. The Plans are administered by the Board of Directors of Globus (the “Board”) or its delegates. The number, type of option, exercise price, and vesting terms are determined by the Board or its delegates in accordance with the terms of the Plans. The options granted expire on a date specified by the Board, but generally not more than ten years from the grant date. Option grants to employees generally vest in varying installments over a four -year period. The 2012 Plan was approved by our Board in March 2012, and by our stockholders in June 2012. Under the 2012 Plan, the aggregate number of shares of Class A Common stock that may be issued subject to options and other awards is equal to the sum of (i) 3,076,923 shares, (ii) any shares available for issuance under the 2008 Plan as of March 13, 2012, (iii) any shares underlying awards outstanding under the 2008 Plan as of March 13, 2012 that, on or after that date, are forfeited, terminated, expired or lapse for any reason, or are settled for cash without delivery of shares and (iv) starting January 1, 2013, an annual increase in the number of shares available under the 2012 Plan equal to up to 3% of the number of shares of our common and preferred stock outstanding at the end of the previous year, as determined by our Board. The number of shares that may be issued or transferred pursuant to incentive stock options under the 2012 Plan is limited to 10,769,230 shares. The shares of Class A Common stock issuable under the 2012 Plan include authorized but unissued shares, treasury shares or shares of common stock purchased on the open market. As of September 30, 2016 , pursuant to the 2012 Plan, there were 12,008,266 shares of Class A Common stock reserved and 5,057,807 shares of Class A Common stock available for future grants. The weighted average grant date per share fair values of the options awarded to employees were as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Weighted average grant date per share fair value $ 7.40 $ 8.23 $ 7.76 $ 8.73 Stock option activity during the nine months ended September 30, 2016 is summarized as follows: Option Shares(thousands) Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value (thousands) Outstanding at December 31, 2015 6,677 $ 19.14 Granted 1,822 24.80 Exercised (486 ) 9.19 Forfeited (484 ) 22.79 Outstanding at September 30, 2016 7,529 $ 20.92 7.6 $ 23,516 Exercisable at September 30, 2016 3,398 $ 16.79 6.2 $ 22,398 Expected to vest at September 30, 2016 4,131 $ 24.31 8.8 $ 1,118 The intrinsic value of stock options exercised and the compensation cost related to stock options granted to employees and non-employees under our stock plans was as follows: Three Months Ended Nine Months Ended (In thousands) September 30, September 30, September 30, September 30, Intrinsic value of stock options exercised $ 2,760 $ 2,757 $ 7,386 $ 8,696 Stock-based compensation expense $ 2,747 $ 2,266 $ 8,437 $ 6,935 Net stock-based compensation capitalized into inventory 65 140 205 140 Total stock-based compensation cost $ 2,812 $ 2,406 $ 8,642 $ 7,075 As of September 30, 2016 , there was $29.5 million of unrecognized compensation expense related to unvested employee stock options that are expected to vest over a weighted average period of three years. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES In computing our income tax provision, we make certain estimates and management judgments, such as estimated annual taxable income or loss, annual effective tax rate, the nature and timing of permanent and temporary differences between taxable income for financial reporting and tax reporting, and the recoverability of deferred tax assets. Our estimates and assumptions may change as new events occur, additional information is obtained, or as the tax environment changes. Should facts and circumstances change during a quarter causing a material change to the estimated effective income tax rate, a cumulative adjustment is recorded. The following table provides a summary of our effective tax rate: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Effective income tax rate 32.5 % 35.3 % 33.7 % 35.5 % The period over period change in the effective income tax rate for the three months and nine months ended is due primarily to ongoing benefits related to the reorganization of our domestic legal structure to better align our business operations. Additionally, for the nine months ended September 30, 2016, these benefits are partially offset by a one-time impact to deferred tax assets as it relates to the domestic reorganization. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES We are involved in a number of proceedings, legal actions, and claims. Such matters are subject to many uncertainties, and the outcomes of these matters are not within our 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 prohibiting us from engaging in certain activities, which, if granted, could require significant expenditures and/or result in lost revenues. We record a liability in the consolidated financial statements for these actions when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is possible but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed. In most cases, significant judgment is required to estimate the amount and timing of a loss to be recorded. While it is not possible to predict the outcome for most of the matters discussed, we believe it is possible that costs associated with them could have a material adverse impact on our consolidated earnings, financial position or cash flows. N-Spine, Synthes and DePuy Synthes Litigation In April 2010, N-Spine, Inc. and Synthes USA Sales, LLC filed suit against us in the U.S. District Court for the District of Delaware for patent infringement. N-Spine, the patent owner, and Synthes USA, a licensee of the subject patent, allege that we infringe one or more claims of the patent by making, using, offering for sale or selling our TRANSITION ® stabilization system product. N-Spine and Synthes USA sought injunctive relief and an unspecified amount in damages. This matter was one of the four patent infringement lawsuits concerning spinal implant technologies between Globus Medical, Inc. and DePuy Synthes settled on January 13, 2016 for $7.9 million . In a related matter, on January 8, 2014, DePuy Synthes Products, LLC (“DePuy Synthes”) filed suit against us in the U.S. District Court for the District of Delaware for patent infringement. DePuy Synthes alleges that we infringe one or more claims of the asserted patent by making, using, offering for sale or selling our TRANSITION ® stabilization system product. DePuy Synthes seeks injunctive relief and an unspecified amount in damages. This matter was one of the four patent infringement lawsuits concerning spinal implant technologies between Globus Medical, Inc. and DePuy Synthes settled on January 13, 2016 for $7.9 million . Synthes USA, LLC, Synthes USA Products, LLC and Synthes USA Sales, LLC Litigation In July 2011, Synthes USA, LLC, Synthes USA Products, LLC and Synthes USA Sales, LLC filed suit against us in the U.S. District Court for the District of Delaware for patent infringement. Synthes USA LLC, the patent owner, Synthes USA Products, LLC, a licensee to manufacture products of the subject patents, and Synthes USA Sales LLC, a licensee to sell products of the subject patents, allege that we infringed one or more claims of three patents by making, using, offering for sale or selling our COALITION ® , INDEPENDENCE ® and INTERCONTINENTAL ® products. This matter was one of the four patent infringement lawsuits concerning spinal implant technologies between Globus Medical, Inc. and DePuy Synthes settled on January 13, 2016 for $7.9 million . L5 Litigation In December 2009, we filed suit in the Court of Common Pleas of Montgomery County, Pennsylvania against our former exclusive independent distributor L5 Surgical, LLC and its principals, seeking an injunction and declaratory judgment concerning certain restrictive covenants made to L5 by its sales representatives. L5 brought counterclaims against us alleging tortious interference, unfair competition and conspiracy. The injunction phase was resolved in September 2010, and this matter is now in the discovery phase of litigation on the underlying damages claims. We intend to defend our rights vigorously. The probable outcome of this litigation cannot be determined, nor can we estimate a range of potential loss. Therefore, in accordance with authoritative guidance on the evaluation of loss contingencies, we have not recorded an accrual related to this litigation. Bianco Litigation On March 21, 2012, Sabatino Bianco filed suit against us in the Federal District Court for the Eastern District of Texas claiming that we misappropriated his trade secret and confidential information and improperly utilized it in developing our CALIBER ® product. Bianco alleges that we engaged in misappropriation of trade secrets, breach of contract, unfair competition, fraud and theft and seeks correction of inventorship, injunctive relief and exemplary damages. On April 20, 2012, Bianco filed a motion for a preliminary injunction, seeking to enjoin us from making, using, selling, importing or offering for sale our CALIBER ® product. On November 15, 2012, the court denied Bianco’s motion for preliminary injunction. On October 1, 2013, Bianco amended his complaint to claim that his trade secrets and confidential information were also used improperly in developing our RISE ® and CALIBER-L ® products. On January 17, 2014, the jury in this case returned a verdict in favor of Bianco on a claim of misappropriation of trade secret. We accrued the verdict amount of $4.3 million as of December 31, 2013. The jury found against Bianco on the claims of breach of contract and disgorgement of profits. The court granted our motion for judgment as a matter of law and dismissed Bianco’s claims for unfair competition, fraud, and exemplary damages, and Bianco abandoned the claim of misappropriation of confidential information. Bianco’s claims of correction of inventorship, unjust enrichment, and permanent injunctive relief were not submitted to the jury. On March 7, 2014, the court denied Bianco’s claim for correction of inventorship and ruled he is not entitled to be named as a co-inventor on any of the patents at issue, and also denied his claim for unjust enrichment. On March 17, 2014, the court denied Bianco’s claim for permanent injunctive relief. On July 2, 2014, the court awarded Bianco an ongoing royalty of 5% of the net sales of the CALIBER ® , CALIBER ® -L, and RISE ® products, or products that are not colorably different from those products, for a fifteen year period on sales starting on January 18, 2014. The court entered final judgment on the jury verdict on July 17, 2014. On October 19, 2015, the United States Federal Circuit Court of Appeals affirmed the judgment without opinion. On March 22, 2016, we filed a Petition for a Writ of Certiorari with the United States Supreme Court and on June 20, 2016 the Writ was denied. We do not expect the judgment to impact our ability to conduct our business or to have any material impact on our future revenues. Bonutti Skeletal Innovations, LLC Litigation On November 19, 2014, Bonutti Skeletal Innovations, LLC (“Bonutti Skeletal”) filed suit against us in the U.S. District Court for the Eastern District of Pennsylvania for patent infringement. Bonutti Skeletal, a non-practicing entity, alleges that Globus willfully infringes one or more claims of six patents by making, using, offering for sale or selling the CALIBER ® , CALIBER ® -L, COALITION ® , CONTINENTAL ® , FORGE ® , FORTIFY ® , INDEPENDENCE ® , INTERCONTINENTAL ® , MONUMENT ® , NIKO ® , RISE ® , SIGNATURE ® , SUSTAIN ® , and TRANSCONTINENTAL ® products. Bonutti Skeletal sought an unspecified amount in damages and injunctive relief. This matter was stayed on June 26, 2015 pending the resolution of inter partes reviews on the asserted patents by the USPTO. Globus Medical, Inc. and Bonutti Skeletal settled this matter on June 9, 2016. Flexuspine, Inc. Litigation On March 11, 2015, Flexuspine, Inc. filed suit against us in the U.S. District Court for the Eastern District of Texas for patent infringement. Flexuspine, Inc. alleged that Globus willfully infringed one or more claims of five patents by making, using, offering for sale or selling the CALIBER ® , CALIBER ® -L, and ALTERA ® products. Flexuspine sought an unspecified amount in damages and injunctive relief. On August 19, 2016, the jury returned a verdict in our favor finding no infringement of the asserted patents by the CALIBER ® , CALIBER ® -L, and ALTERA ® products. On November 1, 2016, plaintiff filed a notice of appeal to the United States Court of Appeals for the Federal Circuit. Stern Litigation On February 17, 2016, Joseph D. Stern filed suit against us in the U.S. District Court for the District of Delaware for patent infringement. Stern alleges that Globus willfully infringes one or more claims of three patents by making, using, offering for sale or selling the Xtend ® products. On October 10, 2016, Stern amended the accused products to further include our Providence ® , VIP ® , Unify ® , and Assure ® products. Stern seeks an unspecified amount in damages and injunctive relief. The probable outcome of this litigation cannot be determined, nor can we estimate a range of potential loss. Therefore, in accordance with authoritative guidance on the evaluation of loss contingencies, we have not recorded an accrual related to this litigation. Silverstein Litigation On September 28, 2015, a putative securities class action lawsuit was filed against us and certain of our officers in the U.S. District Court for the Eastern District of Pennsylvania. Plaintiff in the lawsuit purported to represent a class of our stockholders who purchased shares between February 26, 2014 and August 5, 2014. The complaint purported to assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and sought damages in an unspecified amount, attorney’s fees and other relief. This matter was dismissed with prejudice on August 26, 2016. On September 9, 2016, plaintiff’s motion for reconsideration was denied, and on September 13, 2016 plaintiff filed an appeal in the United States Court of Appeals for the Third Circuit. In addition, we are subject to legal proceedings arising in the ordinary course of business. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | RELATED-PARTY TRANSACTIONS Prior to March 11, 2015, we had contracted with BMG, which at the time was a related-party manufacturer. On March 11, 2015, BMG was acquired by Globus, and therefore as of March 31, 2015, there were no further purchases from nor amounts payable to BMG. For the period of January 1, 2015 through March 11, 2015, we purchased $5.3 million from the related-party supplier. The amount payable to BMG on the date of acquisition of $5.2 million was settled in connection with the acquisition. |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment And Geographic Information | SEGMENT AND GEOGRAPHIC INFORMATION Operating segments are defined as components of an enterprise for which separate discrete financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. We globally manage the business within one reportable segment. Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance. Products are sold principally in the United States. The following table represents total sales by geographic area, based on the location of the customer: Three Months Ended Nine Months Ended (In thousands) September 30, September 30, September 30, September 30, United States $ 120,473 $ 125,670 $ 372,749 $ 367,140 International 15,178 11,322 39,655 35,026 Total sales $ 135,651 $ 136,992 $ 412,404 $ 402,166 We classify our products into two categories: innovative fusion products and disruptive technology products. The following table represents total sales by product category: Three Months Ended Nine Months Ended (In thousands) September 30, September 30, September 30, September 30, Innovative Fusion $ 68,498 $ 72,490 $ 207,985 $ 214,431 Disruptive Technology 67,153 64,502 204,419 187,735 Total sales $ 135,651 $ 136,992 $ 412,404 $ 402,166 |
BACKGROUND AND SUMMARY OF SIG22
BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Globus and its wholly-owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates, in part, on historical experience that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include intangible assets, contingent payment liabilities, allowance for doubtful accounts, stock-based compensation, write-down for excess and obsolete inventory, useful lives of assets, the outcome of litigation, and income taxes. We are subject to risks and uncertainties due to changes in the healthcare environment, regulatory oversight, competition, and legislation that may cause actual results to differ from estimated results. |
Marketable Securities | Marketable Securities Our marketable securities include municipal bonds, corporate debt securities, commercial paper, securities of U.S. government-sponsored agencies and asset-backed securities, and are classified as available-for-sale as of September 30, 2016 . Available-for-sale securities are recorded at fair value in both short-term and long-term marketable securities on our consolidated balance sheets. The change in fair value for available-for-sale securities is recorded, net of taxes, as a component of accumulated other comprehensive loss on our consolidated balance sheets. Premiums and discounts are recognized over the life of the related security as an adjustment to yield using the straight-line method. Realized gains or losses from the sale of our marketable securities are determined on a specific identification basis. Realized gains and losses, along with interest income and the amortization/accretion of premiums/discounts are included as a component of other income, net, on our consolidated statements of income. Interest receivable is recorded as a component of prepaid expenses and other current assets on our consolidated balance sheets. We maintain a portfolio of various holdings, types and maturities, though most of the securities in our portfolio could be liquidated at minimal cost at any time. We invest in securities that meet or exceed standards as defined in our investment policy. Our policy also limits the amount of credit exposure to any one issue, issuer or type of security. We review our securities for other-than-temporary impairment at each reporting period. If an unrealized loss for any security is considered to be other-than-temporary, the loss will be recognized in our consolidated statement of income in the period the determination is made. |
Inventories | Inventories Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. The majority of our inventories are finished goods as we mainly utilize third-party suppliers to source our products. We periodically evaluate the carrying value of our inventories in relation to our estimated forecast of product demand, which takes into consideration the estimated life cycle of product releases. When quantities on hand exceed estimated sales forecasts, we record a write-down for such excess inventories. |
Revenue Recognition | Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, product delivery has occurred, pricing is fixed or determinable, and collection is reasonably assured. A significant portion of our revenue is generated from consigned inventory maintained at hospitals or with sales representatives. For these products, revenue is recognized at the time the product is used or implanted. For all other transactions, we recognize revenue when title to the goods and risk of loss transfer to customers, provided there are no remaining performance obligations that will affect the customer’s final acceptance of the sale. Our policy is to classify shipping and handling costs billed to customers as sales and the related expenses as cost of goods sold. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) . ASU 2014-09 amends the guidance in former Topic 605, Revenue Recognition , and most other existing revenue guidances in US GAAP. Under the new standard, an entity will recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the payment to which the entity expects to be entitled in exchange for those goods or services and provide additional disclosures. As amended, the effective date for public entities is annual reporting periods beginning after December 15, 2017 and interim periods therein. Early adoption is not permitted prior to the first quarter of 2017. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently evaluating the timing and impact of the new standard on our financial position, results of operations, and disclosures. In July 2015, the FASB released ASU 2015-11, Simplifying the Measurement of Inventory (Topic 330) (“ASU 2015-11”) as part of the FASB’s Simplification Initiative. This update is intended to more closely align the measurement of inventory under GAAP with the measurement of inventory under International Financial Reporting Standards. Within the scope of the update, an entity is required to measure inventory at the lower of cost or net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonable and predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for all public entities for fiscal years beginning after December 31, 2016, including interim reporting periods within that period, and is required to be applied prospectively, with early adoption permitted. We are currently evaluating the impact of the new standard on our financial position, results of operations, and disclosures. In September 2015, the FASB released ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”). ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Prior to the issuance of the standard, entities were required to retrospectively apply adjustments made to provisional amounts recognized in a business combination. The amendments in ASU 2015-16 require an entity to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. The update is not expected to have a material impact on our financial position, results of operations, and disclosures. In November 2015, the FASB released ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). ASU 2015-17 simplifies the presentation of deferred income taxes by requiring that all deferred income taxes are classified as noncurrent in a classified statement of financial position. The amendments in ASU 2015-17 also aligns the presentation of deferred taxes with that of International Financial Reporting Standards. This update is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with earlier application permitted for all entities as of the beginning of an interim or annual reporting period. We adopted ASU 2015-17 prospectively effective March 31, 2016, therefore prior periods were not adjusted. In February 2016, the FASB released ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). Under ASU 2016-02, a right-of-use asset and lease obligation will be recorded for all leases with terms greater than 12 months, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted, and requires the use of the modified retrospective method, which will require adjustment to all comparative periods presented in the consolidated financial statements. We are currently evaluating the impact of this new accounting standard on our financial position, results of operations, and disclosures. In March 2016, the FASB released ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which will simplify the income tax consequences, accounting for forfeitures, and classification on the statements of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted, and will be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in this update. We are currently evaluating the impact of this new accounting standard on our financial position, results of operations, and disclosures. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | As of September 30, 2016 , we recorded the following preliminary purchase price allocation for the identifiable tangible and intangible assets and liabilities of Alphatec International: (In thousands) Consideration: Cash paid at closing $ 80,000 Preliminary working capital adjustment 78 Fair value of consideration $ 80,078 Identifiable assets acquired and liabilities assumed: Cash acquired $ 4,010 Accounts receivable 12,402 Inventory 10,839 Customer relationships 38,800 Property and equipment 5,848 Deferred tax assets 1,193 Other assets 6,620 Accounts payable and accrued expenses (8,907 ) Deferred tax liabilities (9,013 ) Total identifiable net assets 61,792 Goodwill 18,286 Total allocated purchase price $ 80,078 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma information is based on our historical data and our assumptions for consolidated results of operations, and gives effect to our acquisition of Alphatec International as if the acquisition had occurred on January 1, 2015. These unaudited pro forma results include adjustments having a continuing impact on our consolidated statements of income. These adjustments primarily consist of: adjustments to the fair value of inventory, adjustments to depreciation for the fair value and depreciable lives of property and equipment, amortization of intangibles, interest income and adjustments to tax expense based on consolidated pro forma results. These results have been prepared using assumptions our management believes are reasonable, are not necessarily indicative of the actual results that would have occurred if the acquisition had occurred on January 1, 2015, and are not necessarily indicative of the results that may be achieved in the future, including but not limited to operating synergies that we may realize as a result of the acquisition. Three Months Ended Nine Months Ended (pro forma, in thousands, except per share amounts) September 30, September 30, September 30, September 30, Net sales $ 143,577 $ 150,400 $ 444,109 $ 442,391 Net income 27,393 26,613 84,101 77,448 Earnings per share: Basic $ 0.29 $ 0.28 $ 0.89 $ 0.82 Diluted $ 0.28 $ 0.28 $ 0.88 $ 0.81 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Intangible Assets Disclosure [Abstract] | |
Intangible Assets Acquired as Part of Business Combination | A summary of intangible assets is presented below: September 30, 2016 (In thousands) Weighted Gross Accumulated Amortization Intangible In-process research & development — $ 21,089 $ — $ 21,089 Supplier network 10.0 4,000 (767 ) 3,233 Customer relationships & other intangibles 6.8 44,325 (3,633 ) 40,692 Patents 16.1 3,035 (611 ) 2,424 Total intangible assets $ 72,449 $ (5,011 ) $ 67,438 December 31, 2015 (In thousands) Weighted Gross Accumulated Amortization Intangible In-process research & development — $ 24,560 $ — $ 24,560 Supplier network 10.0 4,000 (467 ) 3,533 Customer relationships & other intangibles 7.3 5,525 (2,384 ) 3,141 Patents 17.0 2,495 (487 ) 2,008 Total intangible assets $ 36,580 $ (3,338 ) $ 33,242 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Marketable Securities [Abstract] | |
Marketable Securities | The composition of our short-term and long-term marketable securities is as follows: September 30, 2016 (In thousands) Contractual Maturity (in years) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term: Municipal bonds Less than 1 $ 109,539 $ 3 $ (56 ) $ 109,486 Corporate debt securities Less than 1 44,222 15 (5 ) 44,232 Commercial paper Less than 1 13,465 2 (1 ) 13,466 Asset-backed securities Less than 1 543 — — 543 Total short-term marketable securities $ 167,769 $ 20 $ (62 ) $ 167,727 Long-term: Municipal bonds 1-2 $ 24,174 $ 6 $ (36 ) $ 24,144 Corporate debt securities 1-2 20,938 61 — 20,999 Asset-backed securities 1-2 14,294 16 — 14,310 Securities of U.S. government-sponsored agencies 1-2 5,002 — (4 ) 4,998 Total long-term marketable securities $ 64,408 $ 83 $ (40 ) $ 64,451 December 31, 2015 (In thousands) Contractual Maturity (in years) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term: Municipal bonds Less than 1 $ 108,402 $ 15 $ (81 ) $ 108,336 Corporate debt securities Less than 1 53,759 2 (57 ) 53,704 Commercial paper Less than 1 42,149 3 (1 ) 42,151 Securities of U.S. government-sponsored agencies Less than 1 14,511 4 (4 ) 14,511 Asset-backed securities Less than 1 2,175 — — 2,175 Total short-term marketable securities $ 220,996 $ 24 $ (143 ) $ 220,877 Long-term: Municipal bonds 1-2 $ 18,508 $ — $ (25 ) $ 18,483 Corporate debt securities 1-2 12,033 — (25 ) 12,008 Asset-backed securities 1-2 18,294 — (23 ) 18,271 Total long-term marketable securities $ 48,835 $ — $ (73 ) $ 48,762 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The fair value of our assets and liabilities measured at fair value on a recurring basis was as follows: Balance at (In thousands) September 30, Level 1 Level 2 Level 3 Assets Cash equivalents $ 11,947 $ 4,247 $ 7,700 $ — Municipal bonds 133,630 — 133,630 — Corporate debt securities 65,231 — 65,231 — Commercial paper 13,466 — 13,466 — Asset-backed securities 14,853 — 14,853 — Securities of U.S. government-sponsored agencies 4,998 — 4,998 — Liabilities Contingent consideration 19,678 — — 19,678 Balance at (In thousands) December 31, Level 1 Level 2 Level 3 Assets Cash equivalents $ 12,700 $ 1,701 $ 10,999 $ — Municipal bonds 126,819 — 126,819 — Corporate debt securities 65,712 — 65,712 — Commercial paper 42,151 — 42,151 — Asset-backed securities 20,446 — 20,446 — Securities of U.S. government-sponsored agencies 14,511 — 14,511 — Liabilities Contingent consideration 26,617 — — 26,617 |
Significant unobservable inputs | The recurring Level 3 fair value measurements of our contingent consideration liabilities include the following significant unobservable inputs: Fair Value at (In thousands) September 30, Valuation technique Unobservable input Range Discount rate 3.1 % - 8.5 % Revenue-based payments $ 15,047 Discounted cash flow Probability of payment 87.0 % - 97.5 % Projected year of payment 2017 - 2029 Discount rate 5.3 % - 13.5 % Milestone-based payments $ 4,631 Discounted cash flow Probability of payment 80.0 % - 100.0 % Projected year of payment 2016 - 2020 |
Rollforward of contingent consideration | The following table provides a reconciliation of the beginning and ending balances of contingent consideration: Three Months Ended Nine Months Ended (In thousands) September 30, September 30, September 30, September 30, Beginning balance $ 22,531 $ 25,534 $ 26,617 $ 24,335 Contingent payments (2 ) — (5,003 ) (3 ) Non-cash settlement of certain contingent consideration (3,110 ) — (4,632 ) — Changes in fair value of contingent consideration 259 1,422 2,696 2,624 Ending balance $ 19,678 $ 26,956 $ 19,678 $ 26,956 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | (In thousands) September 30, December 31, 2015 Raw materials $ 14,593 $ 12,308 Work in process 9,224 7,091 Finished goods 91,789 85,861 Total inventories $ 115,606 $ 105,260 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | (In thousands) September 30, December 31, Compensation and other employee-related costs $ 21,429 $ 21,151 Legal and other settlements and expenses 1,927 13,617 Accrued non-income taxes 7,338 6,808 Royalties 4,099 6,787 Other 8,494 5,406 Total accrued expenses $ 43,287 $ 53,769 |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of Issued and Outstanding Shares by Class | Our issued and outstanding common shares by Class were as follows: (Shares) Class A Common Class B Common Total September 30, 2016 71,928,115 23,877,556 95,805,671 December 31, 2015 71,442,166 23,877,556 95,319,722 |
Schedule of Stockholders Equity | The following table summarizes changes in total equity: Nine Months Ended (In thousands) September 30, Total equity, beginning of period $ 715,324 Net income 80,043 Stock-based compensation cost 8,642 Exercise of stock options 4,428 Excess tax benefit of nonqualified stock options 1,484 Other comprehensive income 198 Total equity, end of period $ 810,119 |
EQUITY Accumulated Other Compre
EQUITY Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accumulated Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Income/(Loss), Net of Tax | The tables below present the changes in each component of accumulated other comprehensive income/(loss), including current period other comprehensive income/(loss) and reclassifications out of accumulated other comprehensive income/(loss): (In thousands) Unrealized gain/(loss) on marketable securities, net of tax Foreign currency translation adjustments Accumulated other comprehensive loss Accumulated other comprehensive loss, net of tax, at December 31, 2015 $ (119 ) $ (1,839 ) $ (1,958 ) Other comprehensive income before reclassifications 95 79 174 Amounts reclassified from accumulated other comprehensive income, net of tax 24 — 24 Other comprehensive income, net of tax 119 79 198 Accumulated other comprehensive loss, net of tax, at September 30, 2016 $ — $ (1,760 ) $ (1,760 ) (In thousands) Unrealized gain/(loss) on marketable securities, net of tax Foreign currency translation adjustments Accumulated other comprehensive loss Accumulated other comprehensive loss, net of tax, at December 31, 2014 $ (64 ) $ (1,593 ) $ (1,657 ) Other comprehensive income/(loss) before reclassifications 100 (184 ) (84 ) Amounts reclassified from accumulated other comprehensive income, net of tax 3 — 3 Other comprehensive income/(loss), net of tax 103 (184 ) (81 ) Accumulated other comprehensive income/(loss), net of tax, at September 30, 2015 $ 39 $ (1,777 ) $ (1,738 ) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Grants in Period, Weighted Average Grant Date Fair Value | The weighted average grant date per share fair values of the options awarded to employees were as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Weighted average grant date per share fair value $ 7.40 $ 8.23 $ 7.76 $ 8.73 |
Summary of Stock Option Activity | Stock option activity during the nine months ended September 30, 2016 is summarized as follows: Option Shares(thousands) Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value (thousands) Outstanding at December 31, 2015 6,677 $ 19.14 Granted 1,822 24.80 Exercised (486 ) 9.19 Forfeited (484 ) 22.79 Outstanding at September 30, 2016 7,529 $ 20.92 7.6 $ 23,516 Exercisable at September 30, 2016 3,398 $ 16.79 6.2 $ 22,398 Expected to vest at September 30, 2016 4,131 $ 24.31 8.8 $ 1,118 |
Intrinsic Value and Stock-based Compensation Schedule | The intrinsic value of stock options exercised and the compensation cost related to stock options granted to employees and non-employees under our stock plans was as follows: Three Months Ended Nine Months Ended (In thousands) September 30, September 30, September 30, September 30, Intrinsic value of stock options exercised $ 2,760 $ 2,757 $ 7,386 $ 8,696 Stock-based compensation expense $ 2,747 $ 2,266 $ 8,437 $ 6,935 Net stock-based compensation capitalized into inventory 65 140 205 140 Total stock-based compensation cost $ 2,812 $ 2,406 $ 8,642 $ 7,075 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Effective income tax rate | The following table provides a summary of our effective tax rate: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Effective income tax rate 32.5 % 35.3 % 33.7 % 35.5 % |
SEGMENT AND GEOGRAPHIC INFORM33
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers by Geographical Area | The following table represents total sales by geographic area, based on the location of the customer: Three Months Ended Nine Months Ended (In thousands) September 30, September 30, September 30, September 30, United States $ 120,473 $ 125,670 $ 372,749 $ 367,140 International 15,178 11,322 39,655 35,026 Total sales $ 135,651 $ 136,992 $ 412,404 $ 402,166 |
Revenue from External Customers by Products and Services | The following table represents total sales by product category: Three Months Ended Nine Months Ended (In thousands) September 30, September 30, September 30, September 30, Innovative Fusion $ 68,498 $ 72,490 $ 207,985 $ 214,431 Disruptive Technology 67,153 64,502 204,419 187,735 Total sales $ 135,651 $ 136,992 $ 412,404 $ 402,166 |
BACKGROUND AND SUMMARY OF SIG34
BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Summary of Significant Accounting Policies | |||
Decrease in restricted cash | $ 25,642 | $ (2,015) | |
Restricted cash | $ 477 | $ 26,119 | |
Minimum | |||
Summary of Significant Accounting Policies | |||
Number of Products Launched Since Inception | 160 | ||
Synthes related Litigations | |||
Summary of Significant Accounting Policies | |||
Payments for Legal Settlements | $ 7,900 | ||
Decrease in restricted cash | $ 8,400 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2015 | Sep. 01, 2016 | Mar. 11, 2015 | |
Business Acquisition | ||||
Goodwill | $ 110,250 | $ 91,964 | ||
Acquisition 2,016 | ||||
Business Acquisition | ||||
Payments to Acquire Businesses, Gross | 80,000 | |||
Closing adjustment payable | 78 | |||
Business Combination, Consideration Transferred | $ 80,078 | |||
Cash acquired | $ 4,010 | |||
Accounts receivable | 12,402 | |||
Inventory | 10,839 | |||
Customer relationships | 38,800 | |||
Other assets | 6,620 | |||
Property and equipment | 5,848 | |||
Deferred tax assets | 1,193 | |||
Accounts payable and accrued expenses | (8,907) | |||
Deferred tax liabilities | (9,013) | |||
Total identifiable net assets | 61,792 | |||
Goodwill | 18,286 | |||
Total allocated purchase price | 80,078 | |||
Estimated tax deductible goodwill | $ 2,400 | |||
Acquisition 2,015 | ||||
Business Acquisition | ||||
Payments to Acquire Businesses, Gross | 57,000 | |||
Business Combination, Consideration Transferred, Liabilities Incurred | 5,300 | |||
Related party ownership percentage | 49.00% | |||
Closing adjustment payable | $ 900 | |||
Accounts payable to related-party | $ 5,200 | |||
Goodwill | $ 39,000 |
ACQUISITIONS Proforma (Details)
ACQUISITIONS Proforma (Details) - Acquisition 2016 - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net sales | $ 143,577 | $ 150,400 | $ 444,109 | $ 442,391 |
Net income | $ 27,393 | $ 26,613 | $ 84,101 | $ 77,448 |
Earnings per share - Basic | $ 0.29 | $ 0.28 | $ 0.89 | $ 0.82 |
Earnings per share - Diluted | $ 0.28 | $ 0.28 | $ 0.88 | $ 0.81 |
NOTE RECEIVABLE (Details)
NOTE RECEIVABLE (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Note Receivable | |
Note receivable, variable rate basis | LIBOR |
Note Receivable, gross, noncurrent | $ 25 |
Maximum | |
Note Receivable | |
Note Receivable, gross, noncurrent | $ 30 |
Minimum | |
Note Receivable | |
Note receivable, basis spread on variable rate | 9.50% |
First Two Years | |
Note Receivable | |
Note receivable, basis spread on variable rate | 8.00% |
Last Three Years | |
Note Receivable | |
Note receivable, basis spread on variable rate | 13.00% |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Acquired Intangible Assets | ||
Intangible assets, gross | $ 72,449 | $ 36,580 |
Accumulated amortization | (5,011) | (3,338) |
Intangible assets, net | $ 67,438 | $ 33,242 |
Supplier Network | ||
Acquired Intangible Assets | ||
Weighted average amortization period | 10 years | 10 years |
Gross carrying amount | $ 4,000 | $ 4,000 |
Accumulated amortization | (767) | (467) |
Finite-lived intangible assets, net | $ 3,233 | $ 3,533 |
Customer Relationships & Other Intangibles | ||
Acquired Intangible Assets | ||
Weighted average amortization period | 6 years 9 months 18 days | 7 years 3 months |
Gross carrying amount | $ 44,325 | $ 5,525 |
Accumulated amortization | (3,633) | (2,384) |
Finite-lived intangible assets, net | $ 40,692 | $ 3,141 |
Patents | ||
Acquired Intangible Assets | ||
Weighted average amortization period | 16 years 1 month 6 days | 17 years |
Gross carrying amount | $ 3,035 | $ 2,495 |
Accumulated amortization | (611) | (487) |
Finite-lived intangible assets, net | 2,424 | 2,008 |
In-Process Research & Development | ||
Acquired Intangible Assets | ||
Indefinite-lived intangible assets | $ 21,089 | $ 24,560 |
MARKETABLE SECURITIES (Details)
MARKETABLE SECURITIES (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Short-term Marketable Securities | ||
Schedule of Marketable Securities | ||
Amortized Cost | $ 167,769 | $ 220,996 |
Gross Unrealized Gains | 20 | 24 |
Gross Unrealized Losses | (62) | (143) |
Fair Value | 167,727 | 220,877 |
Short-term Marketable Securities | Municipal Bonds | ||
Schedule of Marketable Securities | ||
Amortized Cost | 109,539 | 108,402 |
Gross Unrealized Gains | 3 | 15 |
Gross Unrealized Losses | (56) | (81) |
Fair Value | $ 109,486 | $ 108,336 |
Short-term Marketable Securities | Municipal Bonds | Maximum | ||
Schedule of Marketable Securities | ||
Contractual Maturity | 1 year | 1 year |
Short-term Marketable Securities | Corporate Debt Securities | ||
Schedule of Marketable Securities | ||
Amortized Cost | $ 44,222 | $ 53,759 |
Gross Unrealized Gains | 15 | 2 |
Gross Unrealized Losses | (5) | (57) |
Fair Value | $ 44,232 | $ 53,704 |
Short-term Marketable Securities | Corporate Debt Securities | Maximum | ||
Schedule of Marketable Securities | ||
Contractual Maturity | 1 year | 1 year |
Short-term Marketable Securities | Commercial Paper | ||
Schedule of Marketable Securities | ||
Amortized Cost | $ 13,465 | $ 42,149 |
Gross Unrealized Gains | 2 | 3 |
Gross Unrealized Losses | (1) | (1) |
Fair Value | $ 13,466 | $ 42,151 |
Short-term Marketable Securities | Commercial Paper | Maximum | ||
Schedule of Marketable Securities | ||
Contractual Maturity | 1 year | 1 year |
Short-term Marketable Securities | Asset-backed Securities | ||
Schedule of Marketable Securities | ||
Amortized Cost | $ 543 | $ 2,175 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $ 543 | $ 2,175 |
Short-term Marketable Securities | Asset-backed Securities | Maximum | ||
Schedule of Marketable Securities | ||
Contractual Maturity | 1 year | 1 year |
Short-term Marketable Securities | Securities of U.S. government-sponsored agencies | ||
Schedule of Marketable Securities | ||
Amortized Cost | $ 14,511 | |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | (4) | |
Fair Value | $ 14,511 | |
Short-term Marketable Securities | Securities of U.S. government-sponsored agencies | Maximum | ||
Schedule of Marketable Securities | ||
Contractual Maturity | 1 year | |
Long-term Marketable Securities | ||
Schedule of Marketable Securities | ||
Amortized Cost | $ 64,408 | $ 48,835 |
Gross Unrealized Gains | 83 | 0 |
Gross Unrealized Losses | (40) | (73) |
Fair Value | 64,451 | 48,762 |
Long-term Marketable Securities | Municipal Bonds | ||
Schedule of Marketable Securities | ||
Amortized Cost | 24,174 | 18,508 |
Gross Unrealized Gains | 6 | 0 |
Gross Unrealized Losses | (36) | (25) |
Fair Value | $ 24,144 | $ 18,483 |
Long-term Marketable Securities | Municipal Bonds | Minimum | ||
Schedule of Marketable Securities | ||
Contractual Maturity | 1 year | 1 year |
Long-term Marketable Securities | Municipal Bonds | Maximum | ||
Schedule of Marketable Securities | ||
Contractual Maturity | 2 years | 2 years |
Long-term Marketable Securities | Corporate Debt Securities | ||
Schedule of Marketable Securities | ||
Amortized Cost | $ 20,938 | $ 12,033 |
Gross Unrealized Gains | 61 | 0 |
Gross Unrealized Losses | 0 | (25) |
Fair Value | $ 20,999 | $ 12,008 |
Long-term Marketable Securities | Corporate Debt Securities | Minimum | ||
Schedule of Marketable Securities | ||
Contractual Maturity | 1 year | 1 year |
Long-term Marketable Securities | Corporate Debt Securities | Maximum | ||
Schedule of Marketable Securities | ||
Contractual Maturity | 2 years | 2 years |
Long-term Marketable Securities | Asset-backed Securities | ||
Schedule of Marketable Securities | ||
Amortized Cost | $ 14,294 | $ 18,294 |
Gross Unrealized Gains | 16 | 0 |
Gross Unrealized Losses | 0 | (23) |
Fair Value | $ 14,310 | $ 18,271 |
Long-term Marketable Securities | Asset-backed Securities | Minimum | ||
Schedule of Marketable Securities | ||
Contractual Maturity | 1 year | 1 year |
Long-term Marketable Securities | Asset-backed Securities | Maximum | ||
Schedule of Marketable Securities | ||
Contractual Maturity | 2 years | 2 years |
Long-term Marketable Securities | Securities of U.S. government-sponsored agencies | ||
Schedule of Marketable Securities | ||
Amortized Cost | $ 5,002 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (4) | |
Fair Value | $ 4,998 | |
Long-term Marketable Securities | Securities of U.S. government-sponsored agencies | Minimum | ||
Schedule of Marketable Securities | ||
Contractual Maturity | 1 year |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Contingent consideration | $ 22,531 | $ 25,534 | $ 26,617 | $ 24,335 | $ 19,678 | $ 26,617 |
Contingent Consideration Payment [Roll Forward] | ||||||
Contingent consideration, beginning balance | 22,531 | 25,534 | 26,617 | 24,335 | ||
Contingent Payments | (2) | 0 | (5,003) | (3) | ||
Non cash settlement of certain contingent consideration | (3,110) | 0 | (4,632) | 0 | ||
Changes in fair value of contingent consideration | 259 | 1,422 | 2,696 | 2,624 | ||
Contingent consideration, ending balance | 19,678 | $ 26,956 | 19,678 | $ 26,956 | ||
Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Cash equivalents | 11,947 | 12,700 | ||||
Contingent consideration | 19,678 | 26,617 | 19,678 | 26,617 | ||
Contingent Consideration Payment [Roll Forward] | ||||||
Contingent consideration, beginning balance | 26,617 | |||||
Contingent consideration, ending balance | 19,678 | 19,678 | ||||
Fair Value, Measurements, Recurring | Level 1 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Cash equivalents | 4,247 | 1,701 | ||||
Contingent consideration | 0 | 0 | 0 | 0 | ||
Contingent Consideration Payment [Roll Forward] | ||||||
Contingent consideration, beginning balance | 0 | |||||
Contingent consideration, ending balance | 0 | 0 | ||||
Fair Value, Measurements, Recurring | Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Cash equivalents | 7,700 | 10,999 | ||||
Contingent consideration | 0 | 0 | 0 | 0 | ||
Contingent Consideration Payment [Roll Forward] | ||||||
Contingent consideration, beginning balance | 0 | |||||
Contingent consideration, ending balance | 0 | 0 | ||||
Fair Value, Measurements, Recurring | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Cash equivalents | 0 | 0 | ||||
Contingent consideration | 19,678 | 26,617 | 19,678 | 26,617 | ||
Contingent Consideration Payment [Roll Forward] | ||||||
Contingent consideration, beginning balance | 26,617 | |||||
Contingent consideration, ending balance | 19,678 | 19,678 | ||||
Municipal Bonds | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 133,630 | 126,819 | ||||
Municipal Bonds | Fair Value, Measurements, Recurring | Level 1 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 0 | 0 | ||||
Municipal Bonds | Fair Value, Measurements, Recurring | Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 133,630 | 126,819 | ||||
Municipal Bonds | Fair Value, Measurements, Recurring | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 0 | 0 | ||||
Corporate Debt Securities | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 65,231 | 65,712 | ||||
Corporate Debt Securities | Fair Value, Measurements, Recurring | Level 1 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 0 | 0 | ||||
Corporate Debt Securities | Fair Value, Measurements, Recurring | Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 65,231 | 65,712 | ||||
Corporate Debt Securities | Fair Value, Measurements, Recurring | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 0 | 0 | ||||
Commercial Paper | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 13,466 | 42,151 | ||||
Commercial Paper | Fair Value, Measurements, Recurring | Level 1 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 0 | 0 | ||||
Commercial Paper | Fair Value, Measurements, Recurring | Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 13,466 | 42,151 | ||||
Commercial Paper | Fair Value, Measurements, Recurring | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 0 | 0 | ||||
Asset-backed Securities | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 14,853 | 20,446 | ||||
Asset-backed Securities | Fair Value, Measurements, Recurring | Level 1 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 0 | 0 | ||||
Asset-backed Securities | Fair Value, Measurements, Recurring | Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 14,853 | 20,446 | ||||
Asset-backed Securities | Fair Value, Measurements, Recurring | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 0 | 0 | ||||
Securities of U.S. government-sponsored agencies | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 4,998 | 14,511 | ||||
Securities of U.S. government-sponsored agencies | Fair Value, Measurements, Recurring | Level 1 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 0 | 0 | ||||
Securities of U.S. government-sponsored agencies | Fair Value, Measurements, Recurring | Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 4,998 | 14,511 | ||||
Securities of U.S. government-sponsored agencies | Fair Value, Measurements, Recurring | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Marketable Securities | 0 | $ 0 | ||||
Revenue-based payments | Fair Value, Measurements, Recurring | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Contingent consideration | 15,047 | 15,047 | 15,047 | |||
Contingent Consideration Payment [Roll Forward] | ||||||
Contingent consideration, ending balance | 15,047 | $ 15,047 | ||||
Revenue-based payments | Fair Value, Measurements, Recurring | Level 3 | Minimum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Discount Rate | 3.10% | |||||
Probability of Payment | 87.00% | |||||
Revenue-based payments | Fair Value, Measurements, Recurring | Level 3 | Maximum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Discount Rate | 8.50% | |||||
Probability of Payment | 97.50% | |||||
Milestone-based payments | Fair Value, Measurements, Recurring | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Contingent consideration | 4,631 | $ 4,631 | $ 4,631 | |||
Contingent Consideration Payment [Roll Forward] | ||||||
Contingent consideration, ending balance | $ 4,631 | $ 4,631 | ||||
Milestone-based payments | Fair Value, Measurements, Recurring | Level 3 | Minimum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Discount Rate | 5.30% | |||||
Probability of Payment | 80.00% | |||||
Milestone-based payments | Fair Value, Measurements, Recurring | Level 3 | Maximum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring Basis | ||||||
Discount Rate | 13.50% | |||||
Probability of Payment | 100.00% |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 14,593 | $ 12,308 |
Work in process | 9,224 | 7,091 |
Finished goods | 91,789 | 85,861 |
Total inventories | $ 115,606 | $ 105,260 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Compensation and other employee-related costs | $ 21,429 | $ 21,151 |
Legal and other settlements and expenses | 1,927 | 13,617 |
Accrued non-income taxes | 7,338 | 6,808 |
Royalties | 4,099 | 6,787 |
Other | 8,494 | 5,406 |
Total accrued expenses | $ 43,287 | $ 53,769 |
DEBT (Details)
DEBT (Details) - Revolving Credit Facility $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Debt Instrument | |
Credit facility, current borrowing capacity | $ 50 |
Credit facility, maximum borrowing capacity | 75 |
Credit facility, outstanding borrowings | $ 0 |
Credit facility, termination period without penalty | 10 days |
Fluctuating Rate Per Annum | |
Debt Instrument | |
Credit facility, variable rate | LIBOR |
Credit facility, period of variable rate | 1 month |
Credit facility, basis spread on variable rate | 0.75% |
Fixed Rate | |
Debt Instrument | |
Credit facility, variable rate | LIBOR |
Credit facility, basis spread on variable rate | 0.75% |
Fixed Rate | Minimum | |
Debt Instrument | |
Credit facility, period of variable rate | 1 month |
Fixed Rate | Maximum | |
Debt Instrument | |
Credit facility, period of variable rate | 3 months |
Letter of Credit | |
Debt Instrument | |
Credit facility, maximum borrowing capacity | $ 25 |
EQUITY (Textuals) (Details)
EQUITY (Textuals) (Details) - shares | Sep. 30, 2016 | Dec. 31, 2015 |
Class of Stock | ||
Common stock, shares authorized | 785,000,000 | |
Class A Common | ||
Class of Stock | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Class B Common | ||
Class of Stock | ||
Common stock, shares authorized | 275,000,000 | 275,000,000 |
Class C Common | ||
Class of Stock | ||
Common stock, shares authorized | 10,000,000 |
EQUITY (Schedule of Issued and
EQUITY (Schedule of Issued and Outstanding Shares) (Details) - shares | Sep. 30, 2016 | Dec. 31, 2015 |
Class of Stock | ||
Common stock, shares outstanding | 95,805,671 | 95,319,722 |
Common stock, shares issued | 95,805,671 | 95,319,722 |
Class A Common | ||
Class of Stock | ||
Common stock, shares outstanding | 71,928,115 | 71,442,166 |
Common stock, shares issued | 71,928,115 | 71,442,166 |
Class B Common | ||
Class of Stock | ||
Common stock, shares outstanding | 23,877,556 | 23,877,556 |
Common stock, shares issued | 23,877,556 | 23,877,556 |
EQUITY Stockholders' Equity Rol
EQUITY Stockholders' Equity Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Increase (Decrease) in Stockholders' Equity | ||||
Total equity, beginning of period | $ 715,324 | |||
Net income | $ 26,227 | $ 26,481 | 80,043 | $ 75,183 |
Stock-based compensation cost | 8,642 | |||
Exercise of stock options | 4,428 | |||
Excess tax benefit of nonqualified stock options | 1,484 | |||
Other comprehensive loss/(gain) | (24) | $ (49) | 198 | $ (81) |
Total equity, end of period | $ 810,119 | $ 810,119 |
EQUITY Accumulated Other Comp47
EQUITY Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated other comprehensive income/(loss), net of tax | $ (1,760) | $ (1,738) | $ (1,760) | $ (1,738) | $ (1,958) | $ (1,657) |
Other comprehensive income/(loss) before reclassifications | 174 | (84) | ||||
Amounts reclassified from accumulated other comprehensive income, net of tax | 24 | 3 | ||||
Other comprehensive income/(loss), net of tax | (24) | (49) | 198 | (81) | ||
Foreign Currency Translation Adjustment | ||||||
Accumulated other comprehensive income/(loss), net of tax | (1,760) | (1,777) | (1,760) | (1,777) | (1,839) | (1,593) |
Other comprehensive income/(loss) before reclassifications | 79 | (184) | ||||
Amounts reclassified from accumulated other comprehensive income, net of tax | 0 | 0 | ||||
Other comprehensive income/(loss), net of tax | 79 | (184) | ||||
Unrealized Gain/(Loss) on Marketable Securities, Net of Tax | ||||||
Accumulated other comprehensive income/(loss), net of tax | $ 0 | $ 39 | 0 | 39 | $ (119) | $ (64) |
Other comprehensive income/(loss) before reclassifications | 95 | 100 | ||||
Amounts reclassified from accumulated other comprehensive income, net of tax | 24 | 3 | ||||
Other comprehensive income/(loss), net of tax | $ 119 | $ 103 |
STOCK-BASED COMPENSATION (Textu
STOCK-BASED COMPENSATION (Textuals) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Number of stock plans | 3 |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Maximum contractual term | 10 years |
Unrecognized compensation expense, unvested stock options | $ | $ 29.5 |
Weighted average period of recognition, unvested stock options | 3 years |
Stock Options | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Award vesting period | 4 years |
2012 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Base number of shares that may be issuable under stock plan | 3,076,923 |
2012 Equity Incentive Plan | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Number of shares available for grant | 10,769,230 |
Annual percentage limit for incremental shares that may be issued | 3.00% |
2012 Equity Incentive Plan | Class A Common | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Number of shares available for grant | 5,057,807 |
Shares reserved under the 2012 Equity Incentive Plan | 12,008,266 |
STOCK-BASED COMPENSATION (Grant
STOCK-BASED COMPENSATION (Grant Date Fair Values of Options Awarded to Employees) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Weighted average grant date per share fair value | $ 7.40 | $ 8.23 | $ 7.76 | $ 8.73 |
STOCK-BASED COMPENSATION (Stock
STOCK-BASED COMPENSATION (Stock Option Activity) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | |
Number of shares outstanding beginning balance | shares | 6,677 |
Number of shares granted | shares | 1,822 |
Number of shares exercised | shares | (486) |
Number of shares forfeited | shares | (484) |
Number of shares outstanding ending balance | shares | 7,529 |
Number of shares exercisable | shares | 3,398 |
Number of shares expected to vest | shares | 4,131 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | |
Weighted average exercise price per share outstanding beginning balance | $ / shares | $ 19.14 |
Weighted average exercise price per share granted | $ / shares | 24.80 |
Weighted average exercise price per share exercised | $ / shares | 9.19 |
Weighted average exercise price per share forfeited | $ / shares | 22.79 |
Weighted average exercise price per share outstanding ending balance | $ / shares | 20.92 |
Weighted average exercise price per share exercisable | $ / shares | 16.79 |
Weighted average exercise price per share expected to vest | $ / shares | $ 24.31 |
Weighted average remaining contractual life outstanding | 7 years 7 months 6 days |
Weighted average remaining contractual life exercisable | 6 years 2 months 12 days |
Weighted average remaining contractual life expected to vest | 8 years 9 months 18 days |
Aggregate intrinsic value outstanding | $ | $ 23,516 |
Aggregate intrinsic value exercisable | $ | 22,398 |
Aggregate intrinsic value expected to vest | $ | $ 1,118 |
STOCK-BASED COMPENSATION (Compe
STOCK-BASED COMPENSATION (Compensation Expense Related to Stock Options and Their Intrinsic Values) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Intrinsic value of stock options exercised | $ 2,760 | $ 2,757 | $ 7,386 | $ 8,696 |
Stock-based compensation expense | 2,747 | 2,266 | 8,437 | 6,935 |
Net stock-based compensation capitalized into inventory | 65 | 140 | 205 | 140 |
Total stock-based compensation cost | $ 2,812 | $ 2,406 | $ 8,642 | $ 7,075 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 32.50% | 35.30% | 33.70% | 35.50% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2013USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014 | Mar. 11, 2015claim | Nov. 19, 2014claim | Jul. 31, 2011claim | Apr. 30, 2010claim | |
Loss Contingencies | ||||||||||
Provision for litigation | $ | $ 0 | $ 27 | $ 3,056 | $ 433 | ||||||
Synthes USA, LLC, Synthes USA Products, LLC, and Synthes USA Sales, LLC Litigation | ||||||||||
Loss Contingencies | ||||||||||
Loss Contingency, Pending Claims, Number | 3 | |||||||||
Synthes USA, LLC, Synthes USA Products, LLC, and Synthes USA Sales, LLC Litigation | Minimum | ||||||||||
Loss Contingencies | ||||||||||
Loss Contingency, Pending Claims, Number | 1 | |||||||||
Bianco Litigation | ||||||||||
Loss Contingencies | ||||||||||
Combined litigation loss | $ | $ 4,300 | |||||||||
Royalty Rate | 5.00% | |||||||||
Royalty Period | 15 years | |||||||||
N-Spine and Synthes Litigation | Minimum | ||||||||||
Loss Contingencies | ||||||||||
Loss Contingency, Pending Claims, Number | 1 | |||||||||
Synthes related Litigations | ||||||||||
Loss Contingencies | ||||||||||
Loss Contingency, Claims Settled, Number | 4 | |||||||||
Payments for Legal Settlements | $ | $ 7,900 | |||||||||
Bonutti Skeletal Innovations LLC Litigation | ||||||||||
Loss Contingencies | ||||||||||
Loss Contingency, Pending Claims, Number | 6 | |||||||||
Bonutti Skeletal Innovations LLC Litigation | Minimum | ||||||||||
Loss Contingencies | ||||||||||
Loss Contingency, Pending Claims, Number | 1 | |||||||||
Flexuspine Inc. Litigation | ||||||||||
Loss Contingencies | ||||||||||
Loss Contingency, Pending Claims, Number | 5 | |||||||||
Flexuspine Inc. Litigation | Minimum | ||||||||||
Loss Contingencies | ||||||||||
Loss Contingency, Pending Claims, Number | 1 | |||||||||
Stern Litigation | ||||||||||
Loss Contingencies | ||||||||||
Loss Contingency, Pending Claims, Number | 3 | |||||||||
Stern Litigation | Minimum | ||||||||||
Loss Contingencies | ||||||||||
Loss Contingency, Pending Claims, Number | 1 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) $ in Millions | 2 Months Ended |
Mar. 11, 2015USD ($) | |
Related Party Transaction | |
Purchases from related-party supplier | $ 5.3 |
Acquisition 2,015 | |
Related Party Transaction | |
Accounts payable to related-party | $ 5.2 |
SEGMENT AND GEOGRAPHIC INFORM55
SEGMENT AND GEOGRAPHIC INFORMATION (Geographic Location) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)segments | Sep. 30, 2015USD ($) | |
Revenues from External Customers | ||||
Number of Reportable Segments | segments | 1 | |||
Total sales | $ 135,651 | $ 136,992 | $ 412,404 | $ 402,166 |
United States | ||||
Revenues from External Customers | ||||
Total sales | 120,473 | 125,670 | 372,749 | 367,140 |
International | ||||
Revenues from External Customers | ||||
Total sales | $ 15,178 | $ 11,322 | $ 39,655 | $ 35,026 |
SEGMENT AND GEOGRAPHIC INFORM56
SEGMENT AND GEOGRAPHIC INFORMATION (Products) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)categories | Sep. 30, 2015USD ($) | |
Revenue from External Customer | ||||
Total sales | $ 135,651 | $ 136,992 | $ 412,404 | $ 402,166 |
Textuals [Abstract] | ||||
Number of product categories | categories | 2 | |||
Innovative Fusion | ||||
Revenue from External Customer | ||||
Total sales | 68,498 | 72,490 | $ 207,985 | 214,431 |
Disruptive Technology | ||||
Revenue from External Customer | ||||
Total sales | $ 67,153 | $ 64,502 | $ 204,419 | $ 187,735 |