DEBT | DEBT Revolving Credit Facility We maintain a senior secured credit facilities credit agreement (as amended from time to time, the “Credit Agreement”) with Silicon Valley Bank and Comerica Bank as lenders, which is secured primarily by the assets of our operating subsidiaries in the United States and United Kingdom and expires on April 26, 2019. The credit facility consists of revolving credit facility of $ 55,000 , with a sub-facility for letters of credit in the aggregate availability amount of $ 10,000 and a swingline sub-facility in the aggregate availability amount of $ 5,000 . As of September 30, 2018 , we were in compliance with all the financial and other covenants of the credit facility. We had no outstanding borrowings on the revolving credit facility at September 30, 2018 . On June 8, 2018, we entered into an amendment to the Credit Agreement, which permits us to make additional cash distributions, as appropriate for interest and other payments under our 2016 Convertible Notes and our 2018 Convertible Notes. Under the Credit Agreement as amended, we are permitted to distribute up to $ 12,000 in aggregate to make interest payments on the Convertible Notes and up to $ 5,000 in aggregate to make cash payments in connection with any conversions of the Convertible Notes. We incurred interest expense of $ 0 and $ 31 related to the credit facility for the three months ended September 30, 2018 and 2017 , respectively, and $ 185 and $ 92 for the nine months ended September 30, 2018 and 2017 , respectively. The amortization expense of loan issuance fees was $ 24 and $ 31 for the three months ended September 30, 2018 and 2017 , respectively, and $ 65 and $ 92 for the nine months ended September 30, 2018 and 2017 , respectively. As of September 30, 2018 , we had $ 49,000 of unused borrowing capacity under the revolving credit facility, net of an issued but undrawn letter of credit for $ 6,000 , representing a security deposit on our corporate headquarters and operations facilities lease. Convertible Notes Convertible Notes consist of the following: September 30, December 31, September 30, December 31, Carrying Value Fair Value 2016 Covertible Notes $ 41,065 $ 39,176 $ 49,916 $ 45,294 2018 Convertible Notes 51,951 — 74,550 — Total $ 93,016 $ 39,176 $ 124,466 $ 45,294 In August 2016, we issued $ 50,000 aggregate principal amount of the 2016 Convertible Notes. The 2016 Convertible Notes are due August 15, 2036 unless earlier converted, redeemed or repurchased by us. The 2016 Convertible Notes pay interest at an annual rate of 4.125% , payable semi-annually in arrears on February 15 and August 15 of each year. In June 2018, we issued $ 75,000 aggregate principal amount of the 2018 Convertible Notes. The 2018 Convertible Notes are due June 30, 2025 unless earlier converted, redeemed or repurchased by us. The 2018 Convertible Notes pay interest at an annual rate of 3.00% , payable semi-annually in cash on June 30 and December 30 of each year beginning on December 30, 2018. We received net proceeds from the sale of the 2018 Convertible Notes of approximately $ 71,452 , after deducting underwriting discounts and commissions and estimated offering expenses of $ 3,564 . We used a portion of the proceeds to repay $ 18,000 of borrowings outstanding under the credit facility. The Convertible Notes are governed by, as applicable, (i) an indenture, dated as of August 11, 2016, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), relating to the 2016 Convertible Notes and (ii) an indenture, dated as of June 18, 2018 (the “2018 Indenture”), between the Company and the Trustee, relating to the 2018 Convertible Notes, each of which contain customary terms and covenants and events of default. The Convertible Notes are senior, unsecured obligations and are equal in right of payment with existing and future senior, unsecured indebtedness, senior in right of payment to our future indebtedness that is expressly subordinated to the Convertible Notes, and effectively subordinated to our existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness. The Convertible Notes are structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and preferred equity (to the extent we are not a holder thereof), if any, of our subsidiaries. Noteholders may convert their 2018 Convertible Notes at their option only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2018 (and only during such calendar quarter), if the last reported sale price (as defined in the 2018 Indenture) per share of our common stock for at least 20 trading days (as defined in the 2018 Indenture), whether or not consecutive, during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter exceeds 130% of the conversion price (as defined in the 2018 Indenture) on such trading day; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) if the trading price (as defined in the 2018 Indenture) per $ 1,000 principal amount of 2018 Convertible Notes for each trading day of such measurement period was less than 98% of the product of the last reported sale price per share of our common stock and the applicable conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the 2018 Indenture; (4) if we call the 2018 Convertible Notes for redemption; and (5) at any time from, and including, March 30, 2025 until the close of business on the second scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, based on the applicable conversion rate. The initial conversion rate is 35.2930 shares of common stock per $ 1,000 principal amount of the 2018 Convertible Notes, which represents an initial conversion price of approximately $ 28.33 per share of common stock, and is subject to adjustment upon certain events. Upon a “make-whole fundamental change” (as defined in the 2018 Indenture) or in connection with a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder that elects to convert its 2018 Convertible Notes in connection with such make-whole fundamental change or notice of redemption. The 2018 Convertible Notes are redeemable, in whole or in part, at our option at any time on or after July 5, 2022 if the last reported sale price per share of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days, whether or not consecutive, including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. The redemption price will be equal to the principal amount of the 2018 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to but not including, the redemption date. Upon a “fundamental change”, noteholders may require us to repurchase their 2018 Convertible Notes in whole or in part for cash at a cash repurchase price equal to the principal amount of the 2018 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but not including, the fundamental change repurchase date. Under the 2018 Indenture, if an event of default (as defined in the 2018 Indenture), other than certain bankruptcy and insolvency-related events of default with respect to the Company, occurs and is continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding 2018 Convertible Notes may declare the principal amount of and the accrued and unpaid interest on the outstanding 2018 Convertible Notes to be due and payable by notice to the Company. If an event of default arising out of certain events of bankruptcy or insolvency involving the Company occurs, the principal amount of the 2018 Convertible Notes and accrued and unpaid interest, if any, will automatically become due and payable. Additionally, the 2018 Indenture provides that the Company may not consolidate with or merge with or into, or sell, lease or otherwise transfer all or substantially all of the consolidated assets of the Company and its subsidiaries, taken as a whole, to another person, unless: (a) the resulting, surviving or transferee person (if not the Company) is a corporation, duly organized and existing under the laws of the United States, any state thereof or the District of Columbia that expressly assumes by a supplemental indenture all of the Company’s obligations under the 2018 Convertible Notes and the 2018 Indenture; and (b) immediately after giving effect to such transaction, no default or event of default (each as defined in the 2018 Indenture), has occurred and is continuing. Pursuant to ASC 470, we have bifurcated the debt and equity components of the 2018 Convertible Notes. The separation was performed by determining the fair value of a similar debt instrument without the associated equity component. That amount was then deducted from the initial gross proceeds of the 2018 Convertible Notes to arrive at a residual amount which was allocated to the conversion feature that is classified as equity. The difference between the principal amount of the 2018 Convertible Notes and estimated fair value of the liability component without the embedded equity component (representing the fair value of the embedded equity component) is recorded as a debt discount and an increase to additional paid in capital on the issuance date. The initial fair value of the indebtedness and the embedded conversion option of the 2018 Convertible Notes was $ 53,829 and $ 21,171 , respectively. The embedded conversion option was recorded in stockholders’ equity as debt discount, to be subsequently accreted to interest expense over the term of the 2018 Convertible Notes. Underwriting discounts and commissions and offering expenses for the 2018 Convertible Notes totaled approximately $ 3,564 and were allocated between the liability and the equity component in proportion to the allocation of proceeds and accounted for as debt issuance costs and equity issuance costs, respectively. As a result, $ 2,558 attributable to the indebtedness was recorded as a reduction to the carrying value of the 2018 Convertible Notes, which will be amortized as interest expense over the term of 2018 Convertible Notes and $ 1,006 attributable to the equity component was recorded a reduction to additional paid-in-capital in stockholders’ equity. See “ Note 2. Merger Agreement with Stryker Corporation” , for a description of the effect of the Merger on the Convertible Notes. Interest expense related to the 2016 Convertible Notes was $ 1,165 and $ 1,096 for the three months ended September 30, 2018 and 2017 , respectively, and $ 3,437 and $ 3,237 for the nine months ended September 30, 2018 and 2017 , respectively. These amounts included accretion expense of the debt discounts of $ 649 and $ 580 for the three months ended September 30, 2018 and 2017 , respectively, and $ 1,890 and $ 1,689 for the nine months ended September 30, 2018 and 2017 , respectively. Interest expense related to the 2018 Convertible Notes was $ 1,164 and $ 1,318 for the three and nine months ended September 30, 2018 , respectively. These amounts included accretion of the debt discounts and issuance costs of $ 601 and $ 680 for these periods. |