Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 26, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | OFIX | ||
Entity Registrant Name | ORTHOFIX INTERNATIONAL N V | ||
Entity Central Index Key | 884,624 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 18,373,800 | ||
Entity Public Float | $ 624 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 63,663 | $ 36,815 |
Restricted cash | 34,424 | |
Trade accounts receivable, less allowances of $8,923 and $7,285 at December 31, 2015 and 2014, respectively | 59,839 | 61,358 |
Inventories | 57,563 | 59,846 |
Prepaid expenses and other current assets | 31,187 | 26,552 |
Total current assets | 212,252 | 218,995 |
Property, plant and equipment, net | 52,306 | 48,549 |
Patents and other intangible assets, net | 5,302 | 7,152 |
Goodwill | 53,565 | 53,565 |
Deferred income taxes | 57,306 | 55,725 |
Other long-term assets | 19,491 | 8,970 |
Total assets | 400,222 | 392,956 |
Current liabilities: | ||
Trade accounts payable | 16,391 | 13,223 |
Other current liabilities | 65,597 | 53,220 |
Total current liabilities | 81,988 | 66,443 |
Other long-term liabilities | 27,923 | 26,886 |
Total liabilities | $ 109,911 | $ 93,329 |
Contingencies (Note 14) | ||
Shareholders’ equity | ||
Common shares $0.10 par value; 50,000,000 shares authorized; 18,659,696 and 18,611,495 issued and outstanding as of December 31, 2015 and 2014, respectively | $ 1,866 | $ 1,861 |
Additional paid-in capital | 232,126 | 232,788 |
Retained earnings | 62,551 | 65,360 |
Accumulated other comprehensive loss | (6,232) | (382) |
Total shareholders’ equity | 290,311 | 299,627 |
Total liabilities and shareholders’ equity | $ 400,222 | $ 392,956 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Trade accounts receivable, allowance for doubtful accounts | $ 8,923 | $ 7,285 |
Common shares, par value | $ 0.10 | $ 0.10 |
Common shares, authorized | 50,000,000 | 50,000,000 |
Common shares, issued | 18,659,696 | 18,611,495 |
Common shares, outstanding | 18,659,696 | 18,611,495 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Product sales | $ 341,084 | $ 351,525 | $ 349,552 |
Marketing service fees | 55,405 | 50,752 | 48,059 |
Net sales | 396,489 | 402,277 | 397,611 |
Cost of sales | 86,525 | 98,912 | 106,912 |
Gross profit | 309,964 | 303,365 | 290,699 |
Operating expenses | |||
Sales and marketing | 178,080 | 166,547 | 175,468 |
General and administrative | 87,157 | 79,074 | 67,517 |
Research and development | 26,389 | 24,994 | 26,768 |
Restatements and related costs | 9,083 | 15,614 | 12,945 |
Impairment of goodwill | 19,193 | ||
Total operating expenses | 300,709 | 286,229 | 301,891 |
Operating income (loss) | 9,255 | 17,136 | (11,192) |
Other income and (expense) | |||
Interest expense, net | (489) | (1,785) | (1,827) |
Other (expense) income | (259) | (2,895) | 2,416 |
Total other income (expense) | (748) | (4,680) | 589 |
Income (loss) before income taxes | 8,507 | 12,456 | (10,603) |
Income tax expense | (10,849) | (16,200) | (7,602) |
Net loss from continuing operations | (2,342) | (3,744) | (18,205) |
Discontinued operations (Note 14) | |||
Loss from discontinued operations | (1,827) | (7,157) | (15,510) |
Income tax benefit | 1,360 | 2,364 | 4,903 |
Net loss from discontinued operations | (467) | (4,793) | (10,607) |
Net loss | $ (2,809) | $ (8,537) | $ (28,812) |
Net loss per common share—basic and diluted: | |||
Net loss from continuing operations | $ (0.12) | $ (0.20) | $ (0.97) |
Net loss from discontinued operations | (0.03) | (0.26) | (0.57) |
Net loss per common share—basic and diluted | $ (0.15) | $ (0.46) | $ (1.54) |
Weighted average number of common shares: | |||
Basic and diluted | 18,795,194 | 18,459,054 | 18,697,228 |
Other comprehensive income (loss), before tax: | |||
Currency translation adjustment | $ (3,907) | $ (4,133) | $ (1,708) |
Unrealized gain (loss) on derivative instrument | 202 | 307 | (443) |
Unrealized loss on debt securities | (3,348) | ||
Other comprehensive loss before tax | (7,053) | (3,826) | (2,151) |
Income tax related to components of other comprehensive income | (1,203) | 59 | (164) |
Other comprehensive loss, net of tax | (5,850) | (3,885) | (1,987) |
Comprehensive loss | $ (8,659) | $ (12,422) | $ (30,799) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Common Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Balance, Amount at Dec. 31, 2012 | $ 356,439 | $ 1,934 | $ 246,306 | $ 102,709 | $ 5,490 |
Balance, Shares at Dec. 31, 2012 | 19,339,329 | ||||
Net loss | (28,812) | (28,812) | |||
Unrealized gain (loss) on derivative instrument net of tax expense/benefit | (279) | (279) | |||
Currency translation adjustment | (1,708) | (1,708) | |||
Share-based compensation expense | 6,267 | 6,267 | |||
Common shares issued | 3,450 | $ 20 | 3,430 | ||
Common shares issued, Shares | 200,584 | ||||
Retirement of repurchased common stock | (39,494) | $ (144) | (39,350) | ||
Retirement of repurchased common stock, Shares | (1,437,578) | ||||
Balance, Amount at Dec. 31, 2013 | 295,863 | $ 1,810 | 216,653 | 73,897 | 3,503 |
Balance, Shares at Dec. 31, 2013 | 18,102,335 | ||||
Net loss | (8,537) | (8,537) | |||
Unrealized gain (loss) on derivative instrument net of tax expense/benefit | 248 | 248 | |||
Currency translation adjustment | (4,133) | (4,133) | |||
Share-based compensation expense | 5,724 | 5,724 | |||
Common shares issued | 10,462 | $ 51 | 10,411 | ||
Common shares issued, Shares | 509,160 | ||||
Balance, Amount at Dec. 31, 2014 | $ 299,627 | $ 1,861 | 232,788 | 65,360 | (382) |
Balance, Shares at Dec. 31, 2014 | 18,611,495 | 18,611,495 | |||
Net loss | $ (2,809) | (2,809) | |||
Unrealized gain (loss) on derivative instrument net of tax expense/benefit | 128 | 128 | |||
Currency translation adjustment | (3,907) | (3,907) | |||
Share-based compensation expense | 7,214 | 7,214 | |||
Common shares issued | 3,704 | $ 34 | 3,670 | ||
Common shares issued, Shares | 342,192 | ||||
Retirement of repurchased common stock | (11,575) | $ (29) | (11,546) | ||
Retirement of repurchased common stock, Shares | (293,991) | ||||
Balance, Amount at Dec. 31, 2015 | $ 290,311 | $ 1,866 | $ 232,126 | $ 62,551 | (6,232) |
Balance, Shares at Dec. 31, 2015 | 18,659,696 | 18,659,696 | |||
Unrealized gain (loss) on debt securities net of tax expense/benefit | $ (2,071) | $ (2,071) |
Consolidated Statements of Cha6
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement Of Stockholders Equity [Abstract] | |||
Unrealized gain (loss) on derivative instrument, tax expense (benefit) | $ 74 | $ 59 | $ (164) |
Unrealized loss on debt securities net of tax expense (benefit) | $ (1,277) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (2,809) | $ (8,537) | $ (28,812) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 20,923 | 22,878 | 22,822 |
Amortization of debt costs | 596 | 726 | 720 |
Amortization of exclusivity agreements | 1,156 | 1,929 | 1,546 |
Provision for doubtful accounts | 3,431 | 938 | 4,590 |
Deferred income taxes | (1,156) | (7,053) | 2,829 |
Share-based compensation | 7,214 | 5,724 | 6,267 |
Impairment of goodwill and certain assets | 966 | 19,193 | |
Gain on sale of assets | (3,099) | ||
Excess income tax benefit on employee stock-based awards | (386) | (206) | (82) |
Interest accrual on debt securities | (1,006) | ||
Other | 2,854 | 821 | 4,536 |
Changes in operating assets and liabilities, net of effect of dispositions: | |||
Trade accounts receivable | (1,547) | 6,138 | 28,562 |
Inventories | 3,136 | 8,109 | (3,213) |
Prepaid expenses and other current assets | 8,697 | 5,100 | 8,764 |
Other long-term assets | (315) | (734) | (5,329) |
Trade accounts payable | 3,011 | (6,451) | (2,280) |
Other current liabilities | 1,515 | 5,456 | 6,969 |
Other long-term liabilities | 1,009 | 15,154 | (40) |
Net cash provided by operating activities | 43,224 | 50,958 | 67,042 |
Cash flows from investing activities: | |||
Capital expenditures for property, plant and equipment | (27,197) | (18,069) | (24,787) |
Capital expenditures for intangible assets | (702) | (456) | (4,891) |
Purchase of other investments | (1,457) | (1,374) | |
Purchase of debt securities | (15,250) | ||
Proceeds from sale of assets | 4,800 | 32 | |
Net cash used in investing activities | (38,349) | (19,950) | (31,052) |
Cash flows from financing activities: | |||
Net proceeds from issuance of common shares | 3,704 | 10,462 | 3,450 |
Repayments of long-term debt | (20,000) | (16) | |
Payment of debt issuance costs | (1,825) | ||
Changes in restricted cash | 34,424 | (10,662) | (2,375) |
Repurchase and retirement of common shares | (11,575) | (39,494) | |
Excess income tax benefit on employee stock-based awards | 386 | 206 | 82 |
Net cash provided by (used in) financing activities | 25,114 | (19,994) | (38,353) |
Effect of exchange rate changes on cash | (3,141) | (3,123) | 520 |
Net increase (decrease) in cash and cash equivalents | 26,848 | 7,891 | (1,843) |
Cash and cash equivalents at the beginning of the year | 36,815 | 28,924 | 30,767 |
Cash and cash equivalents at the end of the year | 63,663 | 36,815 | 28,924 |
Cash paid during the year for: | |||
Interest | 852 | 1,315 | 2,046 |
Income taxes | $ 3,160 | $ 2,222 | $ 8,773 |
Description of business
Description of business | 12 Months Ended |
Dec. 31, 2015 | |
Description Of Business [Abstract] | |
Description of business | Description of business Orthofix International N.V. is a diversified, global medical device company focused on improving patients' lives by providing superior reconstructive and regenerative orthopedic and spine solutions to physicians worldwide. Headquartered in Lewisville, TX, the Company has four strategic business units that include BioStim, Biologics, Extremity Fixation and Spine Fixation. Orthofix products are widely distributed via the Company's sales representatives, distributors and its subsidiaries. In addition, Orthofix is collaborating on research and development activities with leading clinical organizations such as the Musculoskeletal Transplant Foundation (“MTF”) and the Texas Scottish Rite Hospital for Children. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 1. Summary of significant accounting policies (a) Basis of consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned and majority-owned subsidiaries and entities over which the Company has control. All intercompany accounts and transactions are eliminated in consolidation. (b) Recently adopted accounting standards In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, Reporting Discontinued Operations and Disclosures of Components of an Entity. The ASU amends the definition of a discontinued operation and also provides new disclosure requirements for disposals meeting the definition, and for those that do not meet the definition, of a discontinued operation. Under the new guidance, a discontinued operation may include a component or a group of components of an entity, or a business or nonprofit activity that has been disposed of or is classified as held for sale, and represents a strategic shift that has or will have a major effect on an entity's operations and financial results. The ASU also expands the scope to include the disposals of equity method investments and acquired businesses held for sale. Adopting this guidance in 2015 did not have a material impact on the consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, Interest – Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements ( c ) Use of estimates in preparation of financial statements The preparation of financial statements in conformity with United States generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate these estimates, including those related to contractual allowances, doubtful accounts, inventories, potential intangible assets and goodwill impairment, income taxes, and share-based compensation. We base our estimates on historical experience, future expectations and on other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. ( d ) Foreign currency translation The financial statements for operations outside the United States are generally maintained in their local currency. All foreign currency denominated balance sheet accounts, except shareholders’ equity, are translated to U.S. dollars at year end exchange rates and revenue and expense items are translated at weighted average rates of exchange prevailing during the year. Gains and losses resulting from the translation of foreign currency are recorded in the accumulated other comprehensive income component of shareholders’ equity. Transactional foreign currency gains and losses, including those generated from intercompany operations, are included in other expense, net and were losses of $3.5 million, $2.4 million and $0.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. ( e ) Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. ( f ) Restricted cash Restricted cash consisted of cash held at certain subsidiaries, the distribution or transfer of which to Orthofix International N.V. (the “Parent”) or other subsidiaries that are not parties to the Company’s previous 2010 credit facility, which matured and was replaced in 2015 as described in Note 7, was restricted. The Company’s previous 2010 senior secured credit facility restricted the Parent and subsidiaries that are not parties to the facility from access to cash held by Orthofix Holdings, Inc. and its subsidiaries. All credit party subsidiaries had access to this cash for operational and debt repayment purposes. ( g ) Market risk In the ordinary course of business, the Company is exposed to the impact of changes in interest rates and foreign currency fluctuations. The Company’s objective is to limit the impact of such movements on earnings and cash flows. In order to achieve this objective, the Company seeks to balance its non-U.S. dollar denominated income and expenditures. During 2015, 2014 and 2013, the Company made use of a foreign cross-currency swap agreement to manage cash flow exposure generated from foreign currency fluctuations. The Company generally does not require collateral on trade receivables. ( h ) Inventories Inventories are valued at the lower of cost or estimated net realizable value, after provision for excess, obsolete or impaired items, which is reviewed and updated on a periodic basis by management. For inventory procured or produced, whether internally or through contract manufacturing arrangements, at our manufacturing facility in Italy, cost is determined on a weighted-average basis, which approximates the first-in, first-out (“FIFO”) method. For inventory procured or produced, whether internally or through contract manufacturing arrangements, at our manufacturing facility in Texas, standard costs, which approximates actual cost on the FIFO method, is used to value inventory. Standard costs are reviewed annually by management, or more often in the event circumstances indicate a change in cost has occurred. The valuation of work-in-process, finished products, field inventory and consignment inventory includes the cost of materials, labor and other production costs. Field inventory represents immediately saleable finished products inventory that is in the possession of the Company’s independent sales representatives. Consignment inventory represents immediately saleable finished products located at third party customers, such as distributors and hospitals. The Company adjusts the value of its inventory to the extent management determines that the cost cannot be recovered due to obsolescence or other factors. In order to make these determinations, management uses estimates of future demand and sales prices for each product to determine the appropriate inventory reserves and to make corresponding adjustments to the carrying value of these inventories to reflect the lower of cost or market value. In the event of a decrease in demand for the Company’s products, or a higher incidence of inventory obsolescence, the Company could be required to increase its inventory reserves, which would increase cost of sales and decrease gross profit. Work-in-process, finished products, field inventory and consignment inventory include material, labor and production overhead costs. Deferred cost of sales result from transactions where the Company has shipped product or performed services for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, revenue and associated cost of sales are recognized. ( i ) Long-lived assets, including intangible assets Property, plant and equipment is stated at cost less accumulated depreciation. Costs include all expenditures necessary to place the asset in service, including freight and sales and use taxes. Plant equipment also includes instrumentation held by customers, which is generally used to facilitate the implantation of the Company’s products. We capitalize system development costs related to our internal use software during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, generally three to seven years. Management evaluates the useful lives of these assets on an annual basis. Depreciation is computed on a straight-line basis over the useful lives of the assets. Depreciation of leasehold improvements is computed over the shorter of the lease term or the useful life of the asset. The useful lives are as follows: Years Buildings 25 to 33 Plant equipment and instrumentation 2 to 10 Furniture and fixtures 4 to 8 Software 3 to 7 Expenditures for maintenance and repairs and minor renewals and improvements, which do not extend the lives of the respective assets, are expensed as incurred. All other expenditures for renewals and improvements are capitalized. The assets and related accumulated depreciation are adjusted for property retirements and disposals, with the resulting gain or loss included in earnings. Fully depreciated assets remain in the accounts until retired from service. Patents and other intangible assets are recorded at cost, or when acquired as a part of a business combination at estimated fair value. These assets primarily include patents, other technology agreements, and trademarks and are amortized over their useful lives using a method of amortization that reflects the pattern in which the economic benefit of the assets is consumed. The Company’s weighted average amortization period for developed technologies is 11 years. Intangible and long-lived assets with finite lives are tested for impairment whenever events or changes in circumstances have occurred that would indicate impairment or a change in the remaining useful life. If an impairment indicator exists, the Company tests the asset for recoverability. For purposes of the recoverability test, the Company groups its long-lived or intangible assets with other assets and liabilities at the lowest level of identifiable cash flows if the asset does not generate cash flows independent of other assets and liabilities. If the carrying value of the asset (asset group) exceeds the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group), the Company will write the carrying value down to the fair value in the period identified. The Company generally calculates fair value of long-lived and intangible assets as the present value of estimated future cash flows. In determining the estimated future cash flows associated with the assets, the Company uses estimates and assumptions about future revenue contributions, cost structures and remaining useful lives of the asset (asset group). The use of alternative assumptions, including estimated cash flows, discount rates, and alternative estimated remaining useful lives could result in different calculations of impairment. ( j ) Goodwill The Company tests goodwill at least annually for impairment. The Company tests more frequently if indicators are present or changes in circumstances suggest that impairment may exist. These indicators include, among others, declines in sales, earnings or cash flows, or the development of a material adverse change in the business climate. The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a reporting unit. The Company has identified four reporting units: BioStim, Biologics, Extremity Fixation, and Spine Fixation. In order to calculate the respective carrying values, the Company initially records goodwill based on the purchase price allocation performed at the time of acquisition. Corporate assets and liabilities that directly relate to a reporting unit’s operations are ascribed directly to that reporting unit. Corporate assets and liabilities that are not directly related to a specific reporting unit, but from which the reporting unit benefits, are allocated based on the respective contribution measure of each reporting unit. Effective July 1, 2013, the Company re-aligned its reporting structure and consequently reallocated the carrying value of goodwill from its previous reporting units to its new reporting units based on the relative fair value of each new reporting unit to total enterprise value at July 1, 2013. Upon estimating the fair value of the reporting units, we determined the fair value for two of our reporting units, Extremity Fixation and Spine Fixation, was less than the respective carrying values. As a result, we recorded an impairment of goodwill of $19.2 million during the third quarter of 2013, including $9.8 million for our Extremity Fixation reporting unit and $9.4 million for our Spine Fixation reporting unit. The Company’s annual goodwill impairment analysis, which was performed qualitatively during the fourth quarters of 2014 and 2015, did not result in any additional impairment charge for either the BioStim or Biologics reporting units, the reporting units with remaining goodwill. This qualitative analysis, which is referred to as step zero, considered all relevant factors specific to the reporting units, including macroeconomic conditions, industry and market considerations, overall financial performance and relevant entity-specific events. ( k ) Derivative instruments The Company manages its exposure to fluctuating cash flows resulting from changes in interest rates and foreign exchange within the consolidated financial statements according to its hedging policy. Under the policy, the Company may engage in non-leveraged transactions involving various financial derivative instruments to manage exposed positions. The policy requires the Company to formally document the relationship between the hedging instrument and hedged item, as well as its risk-management objective and strategy for undertaking the hedge transaction. For instruments designated as a cash flow hedge, the Company formally assesses (both at the hedge’s inception and on an ongoing basis) whether the derivative that is used in the hedging transaction has been effective in offsetting changes in the cash flows of the hedged item and whether such derivative may be expected to remain effective in future periods. If it is determined that a derivative is not (or has ceased to be) effective as a hedge, the Company will discontinue the related hedge accounting prospectively. Such a determination would be made when (1) the derivative is no longer effective in offsetting changes in the cash flows of the hedged item; (2) the derivative expires or is sold, terminated or exercised; or (3) management determines that designating the derivative as a hedging instrument is no longer appropriate. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. The Company records all derivatives as either assets or liabilities on the balance sheet at their respective fair values. For a cash flow hedge, the effective portion of the derivative’s change in fair value (i.e., gains or losses) is initially reported as a component of other comprehensive income, net of related taxes, and subsequently reclassified into net earnings in the period the hedged transaction affects earnings. The Company utilizes a cross-currency swap to manage its foreign currency exposure related to a portion of the Company’s intercompany receivable of a U.S. dollar functional currency subsidiary that is denominated in Euro. The cross-currency swap has been accounted for as a cash flow hedge in accordance with U.S. GAAP . ( l ) Fair value measurements 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 liability in an orderly transaction between market participants on the measurement date. Non-financial assets and liabilities of the Company measured at fair value include any long-lived assets or equity method investments that are impaired in a currently reported period. The authoritative guidance also describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets and liabilities Level 2 — observable inputs other than quoted prices in active markets for identical assets and liabilities Level 3 — unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions The Company’s financial instruments include cash equivalents, restricted cash, certificates of deposit, treasury securities, collective trust funds, trade accounts receivable, accounts payable, long-term secured debt, available for sale equity and debt securities, common stock warrants, derivative securities, and deferred compensation plan liabilities. The carrying value of restricted cash, trade accounts receivable and accounts payable approximate fair value due to the short-term maturities of these instruments. The Company’s credit facilities carry a floating rate of interest, and therefore, the carrying value is considered to approximate the fair value. The Company’s available for sale equity securities and common stock warrants are recorded at cost, as it is currently impracticable to estimate the fair value of the instruments without incurring excessive costs given the size of the asset and since there have been no events or changes in circumstances that would indicate a significant adverse effect on the fair value of the instruments. See Note 10 for further discussion. ( m ) Accumulated other comprehensive income (loss) Accumulated other comprehensive income (loss) is comprised of foreign currency translation adjustments; the effective portion of the gain (loss) on the Company’s cross-currency swap, which is designated and accounted for as a cash flow hedge (see Note 9); the unrealized gain (loss) on warrants; and the unrealized gain (loss) on the Company’s debt securities. The components of and changes in accumulated other comprehensive income (loss) are as follows: (U.S. Dollars in thousands) Currency Translation Adjustments Change in Fair Value Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2013 $ 3,651 $ (148 ) $ 3,503 Unrealized gain on derivative instruments, net of tax expense of $59 — 248 248 Currency translation adjustment (1) (4,133 ) — (4,133 ) Balance at December 31, 2014 $ (482 ) $ 100 $ (382 ) Unrealized gain on cross-currency swaps, net of tax expense of $74 — 128 128 Unrealized loss on debt securities (net of tax benefit of $1,277) — (2,071 ) (2,071 ) Currency translation adjustment (1) (3,907 ) — (3,907 ) Balance at December 31, 2015 $ (4,389 ) $ (1,843 ) $ (6,232 ) (1) As the earnings generally remain indefinitely reinvested in the non U.S. dollar denominated foreign subsidiaries, no deferred taxes are recognized on the related currency translation adjustment. ( n ) Revenue recognition and accounts receivable Commercial revenue is related to the sale of our implant products, generally representing hospital customers. Revenues are recognized when these products have been utilized and a confirming purchase order has been received from the hospital. Revenue is also derived from third-party payors, including commercial insurance carriers, health maintenance organizations, preferred provider organizations and governmental payors such as Medicare, in connection with the sale of our stimulation products. Revenue is recognized when the stimulation product is placed on and accepted by the patient. Amounts paid by these third-party payors are generally based on fixed or allowable reimbursement rates. These revenues are recorded at the expected or preauthorized reimbursement rates, net of any contractual allowances or adjustments. Certain billings are subject to review by the third-party payors and may be subject to adjustment. Revenue for certain government entities is recorded on a cash-basis as collectability is not reasonably assured. For all distributor revenue, which is primarily related to implant products, we recognize revenue on the sell-through basis, effective April 1, 2013. Prior to this date, we recognized revenue either on a sell-in or sell-through basis, depending on the specific circumstances of the distributor. In some cases we recognized distributor revenue as title and risk of loss passes at either shipment from our facilities or receipt at the distributor’s facility, assuming all other revenue recognition criteria had been achieved (the “sell-in method”). In some cases the revenue recognition criteria for distributor sales were not satisfied at the time of shipment or receipt; specifically, the existence of extra-contractual terms or arrangements caused us not to meet the fixed or determinable criteria for revenue recognition in some cases, and in others collectability had not been established. In situations where we are unable to satisfy the requirements to recognize revenue on the sell-in method, we recognize revenue relating to distributor arrangements once the product is delivered to the end customer (the “sell-through method”). Because we do not have reliable information about when our distributors sell the product through to end customers, we use cash collection from distributors as a basis for revenue recognition under the sell-through method. Although in many cases we are legally entitled to the accounts receivable at the time of shipment, we have not recognized accounts receivables or any corresponding deferred revenues associated with distributor transactions for which revenue is recognized on the sell-through method. For distributors on the sell-in method prior to April 1, 2013, cost of sales were recognized upon shipment. For sell-through distributors, whose revenue is recognized upon cash receipt, we consider whether to match the related cost of sales expense with revenue or to recognize cost of sales expense upon shipment. In making this assessment, we consider the financial viability of our distributors based on their creditworthiness to determine if collectability of amounts sufficient to realize the costs of the products shipped is reasonably assured at the time of shipment to these distributors. In instances where the distributor is determined to be financially viable, we defer the costs of sales until the revenue is recognized. Biologics revenue is primarily related to a collaborative arrangement with MTF. In 2008, the Company entered into a collaborative arrangement with MTF to develop and commercialize Trinity Evolution ® ® ® Revenue excludes any value added or other local taxes, intercompany sales and trade discounts. Shipping and handling costs are included in cost of sales. The process for estimating the ultimate collection of accounts receivable involves significant assumptions and judgments. Historical collection and payor reimbursement experience is an integral part of the estimation process related to reserves for doubtful accounts and the establishment of contractual allowances. Accounts receivable are analyzed on a quarterly basis to assess the adequacy of both reserves for doubtful accounts and contractual allowances. Revisions in allowances for doubtful accounts estimates are recorded as an adjustment to bad debt expense within sales and marketing expenses. Revisions to contractual allowances are recorded as an adjustment to net sales. Our estimates are periodically tested against actual collection experience. ( o ) Sale of accounts receivable The Company will generally sell receivables from certain Italian hospitals each year. During 2015, 2014, and 2013 the Company sold €10.9 million, €9.8 million, and €12.0 million ($11.9 million, $12.8 million, and $16.0 million) of receivables, respectively. The estimated related fee for 2015, 2014 and 2013 was $0.5 million, $0.4 million and $0.8 million, respectively, which is recorded as interest expense. Trade accounts receivables sold without recourse are removed from the balance sheet at the time of sale. ( p ) Share-based compensation The fair value of service-based stock options is determined using the Black-Scholes valuation model. Such value is recognized as expense over the service period net of estimated forfeitures. The fair value of market-based stock options is determined at the date of the grant using the Monte Carlo valuation methodology. Such value is recognized as expense over the requisite service period adjusted for estimated forfeitures for each separately vesting tranche of the award. The Monte Carlo methodology that we use to estimate the fair value of market-based options incorporates into the valuation the possibility that the market condition may not be satisfied. The expected term of options granted is estimated based on a number of factors, including the vesting and expiration terms of the award, historical employee exercise behavior for both options that are currently outstanding and options that have been exercised or are expired, the historical volatility of the Company’s common stock and an employee’s average length of service. The risk-free interest rate is determined based upon a constant U.S. Treasury security rate with a contractual life that approximates the expected term of the option award. Management estimates expected volatility based on the historical volatility of the Company’s stock. The compensation expense recognized for all equity-based awards is net of estimated forfeitures. Forfeitures are estimated based on an analysis of actual option forfeitures. We grant performance-based restricted stock awards to executive employees, for which vesting is based upon achieving certain targets for various financial measures. The fair value of performance-based restricted stock awards are recognized, net of estimated forfeitures, over the derived requisite vesting period beginning in the period in which they are deemed probable to vest. ( q ) Shipping and handling costs Shipping and handling costs for products shipped to customers are included in cost of sales, and were $2.2 million, $2.3 million and $2.8 million for the years ended December 31, 2015, 2014 and 2013, respectively. ( r ) Research and development costs Expenditures related to the collaborative arrangement with MTF are expensed based on the terms of the related agreement. There were no payments made to MTF in 2015 and payments totaled $0.3 million and $2.5 million in 2014 and 2013, respectively. Expenditures for other research and development are expensed as incurred. ( s ) Income taxes The Company is subject to income taxes in both the U.S. and foreign jurisdictions, and uses estimates in determining the provision for income taxes. The Company accounts for income taxes using the asset and liability method for accounting and reporting for income taxes. Under this method, deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax basis of assets and liabilities using statutory rates. This process requires that the Company project the current tax liability and estimate the deferred tax assets and liabilities, including net operating loss and tax credit carry forwards. In assessing the need for a valuation allowance, the Company considers its recent operating results, availability of taxable income in carryback years, future reversals of taxable temporary differences, future taxable income projections (exclusive of reversing temporary differences) and all prudent and feasible tax planning strategies. The Company accounts for uncertain tax positions in accordance with U.S. GAAP, which contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company re-evaluates income tax positions periodically to consider factors such as changes in facts or circumstances, changes in or interpretations of tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in recognition of a tax benefit or an additional charge to the tax provision. The Company includes interest and any applicable penalties related to tax issues as part of income tax expense in its consolidated financial statements. ( t ) Net income (loss) per common share Net income (loss) per common share—basic is computed using the weighted average number of common shares outstanding during each of the respective years. Net income (loss) per common share—diluted is computed using the weighted average number of common and common equivalent shares outstanding during each of the respective years using the “treasury stock” method, if dilutive. Common equivalent shares represent the dilutive effect of the assumed exercise of outstanding share options (see Note 17). The difference between basic and diluted shares, if any, results from the assumed exercise of certain outstanding share options. ( u ) Financial instruments and concentration of credit risk Financial instruments that could subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. Generally, the cash is held at large financial institutions and our cash equivalents consist of highly liquid money market funds. The Company performs ongoing credit evaluations of customers, generally does not require collateral, and maintains a reserve for potential credit losses. The Company believes that a concentration of credit risk related to the accounts receivable is limited because the customers are geographically dispersed and the end users are diversified across several industries. Net sales to our customers based in Europe were approximately $53 million in 2015, which results in a substantial portion of our trade accounts receivable balance as of December 31, 2015. It is at least reasonably possible that changes in global economic conditions and/or local operating and economic conditions in the regions these distributors operate, or other factors, could affect the future realization of these accounts receivable balances. ( v ) Recently issued accounting standards In 2014, the issued ASU 2014-09, Revenue from Contracts with Customers 2014-09 revenue recognition Revenue Recognition (Topic requires entities recognize revenue in way the transfer promised services customers in an reflects the consideration which the entity expects entitled in exchange goods services. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | 2. Inventories December 31, (U.S. Dollars in thousands) 2015 2014 Raw materials $ 4,976 $ 3,879 Work-in-process 5,087 4,830 Finished products 23,155 24,953 Field inventory 17,593 18,003 Consignment inventory 2,199 2,656 Deferred cost of sales 4,553 5,525 $ 57,563 $ 59,846 |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property, plant and equipment | 3. Property, plant and equipment December 31, (U.S. Dollars in thousands) 2015 2014 Cost Buildings $ 3,328 $ 3,683 Plant, equipment and instrumentation 150,366 140,110 Furniture and fixtures 5,711 5,779 159,405 149,572 Accumulated depreciation (107,099 ) (101,023 ) $ 52,306 $ 48,549 Included within plant, equipment and instrumentation is capitalized computer software of $7.6 million and $9.0 million net of accumulated amortization as of December 31, 2015 and 2014, respectively. Amortization of computer software for the years ended December 31, 2015, 2014 and 2013 was $4.4 million, $3.0 million and $2.7 million, respectively. Total depreciation expense, for the years ended December 31, 2015, 2014 and 2013 was $19.2 million, $20.6 million and $20.0 million, respectively. |
Patents and other intangible as
Patents and other intangible assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Patents and other intangible assets | 4. Patents and other intangible assets December 31, (U.S. Dollars in thousands) 2015 2014 Cost Patents $ 35,637 $ 35,420 Trademarks—finite lived 439 596 License and other 6,248 7,248 42,324 43,264 Accumulated amortization Patents (32,088 ) (31,198 ) Trademarks—finite lived (392 ) (469 ) License and other (4,542 ) (4,445 ) (37,022 ) (36,112 ) Patents and other intangible assets, net $ 5,302 $ 7,152 Amortization expense for intangible assets was $1.7 million, $2.3 million and $2.7 million for the years ended December 31, 2015, 2014 and 2013, respectively. Future amortization expense for intangibles is estimated as follows: (U.S. Dollars in thousands) Amortization 2016 $ 1,450 2017 1,196 2018 549 2019 551 2020 457 Thereafter 1,099 $ 5,302 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 5. Goodwill The following table presents the net carrying value of goodwill by reportable segment: December 31, (U.S. Dollars in thousands) 2015 2014 BioStim $ 42,678 $ 42,678 Biologics 10,887 10,887 Extremity Fixation — — Spine Fixation — — $ 53,565 $ 53,565 |
Other current liabilities
Other current liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Other current liabilities | 6. Other current liabilities December 31, (U.S. Dollars in thousands) 2015 2014 Accrued expenses $ 21,480 $ 23,298 Salaries, bonuses, commissions and related taxes payable 18,190 16,879 Accrued legal expenses 22,608 9,548 Other payables 3,319 3,495 $ 65,597 $ 53,220 |
Long-term debt
Long-term debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-term debt | 7. Long-term debt On August 30, 2010, the Company’s wholly owned U.S. holding company, Orthofix Holdings, Inc. (“Orthofix Holdings”) entered into a Credit Agreement (the “2010 Credit Agreement”) with certain U.S. direct and indirect subsidiaries of the Company (the “2010 Guarantors”), JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent, RBS Citizens, N.A., as Syndication Agent, and certain lender parties thereto. The 2010 Credit Agreement provided a five year, $200 million secured revolving credit facility (the “2010 Revolving Credit Facility”), and a five year, $100 million secured term loan facility (the “2010 Term Loan Facility”, and together with the 2010 Revolving Credit Facility, the “2010 Credit Facilities”). On January 15, 2015, at the Company’s request, the lenders agreed to reduce the available capacity under the 2010 Revolving Credit Facility to $100 million. In December 2014, the Company repaid in full, along with applicable interest, the outstanding balance of $20 million held on the 2010 Revolving Credit Facility. The effective interest rate on the 2010 Credit Facility as of December 31, 2014 was 2.7%. The 2010 Credit Agreement restricted the Company and subsidiaries that were not parties to the 2010 Credit Facilities from access to cash held by Orthofix Holdings and its subsidiaries. All of the Company’s subsidiaries that were parties to the 2010 Credit Agreement had access to this cash for operational and debt repayment purposes. The amount of restricted cash of the Company as of December 31, 2014 was $34.4 million. On August 31, 2015, the Company, through its subsidiaries Orthofix Holdings and Victory Medical Limited (“Victory Medical”, and collectively with Orthofix Holdings, the “Borrowers”), entered into a Credit Agreement (the “2015 Credit Agreement”) with JPMorgan, as Administrative Agent, and certain lenders party thereto. The 2015 Credit Agreement provides for a five year $125 million secured revolving credit facility (the “Facility”) and replaces the Company’s 2010 Credit Facility, which expired and matured pursuant to its terms on August 30, 2015 with no amounts outstanding. The 2015 Credit Agreement has a maturity date of August 31, 2020. As of December 31, 2015, the Company has not made any borrowings under the 2015 Credit Agreement. Borrowings under the 2015 Credit Agreement may be used for, among other things, working capital and other general corporate purposes (including share repurchases, permitted acquisitions and permitted payments of dividends and other distributions) of the Company and certain of its subsidiaries. The Facility is generally available in U.S. Dollars with up to $50 million of the Facility also available to be borrowed in Euros and Pounds Sterling (together with U.S. Dollars, the “Agreed Currencies”). The 2015 Credit Agreement further permits up to $25 million of the Facility to be utilized for the issuance of letters of credit in the Agreed Currencies. The Borrowers have the ability to increase the amount of the Facility by an aggregate amount of up to $50 million (which increase may take the form of one or more increases to the revolving credit commitments and/or the issuance of one or more new Term A loans) upon satisfaction of certain conditions precedent and receipt of additional commitments by one or more existing or new lenders. Borrowings under the Facility bear interest at a floating rate, which is, at the Borrowers’ option, either LIBOR plus an applicable margin ranging from 1.75% to 2.5% or a base rate plus an applicable margin ranging from 0.75% to 1.5% (in each case subject to adjustment based on the Company’s total leverage ratio). An unused commitment fee ranging from 0.25% to 0.4% (subject to adjustment based on the Company’s total leverage ratio) is payable quarterly in arrears based on the daily amount of the undrawn portion of each lender’s revolving credit commitment under the Facility. Fees are payable on outstanding letters of credit at a rate equal to the applicable margin for LIBOR loans, plus certain customary fees payable solely to the issuer of the letter of credit. The Company and certain of its subsidiaries (collectively, the “Guarantors”) are required to guarantee the repayment of the Borrowers’ obligations under the 2015 Credit Agreement. The obligations of the Borrowers and each of the Guarantors with respect to the 2015 Credit Agreement are secured by a pledge of substantially all of the tangible and intangible personal property of the Borrowers and each of the Guarantors, including accounts receivable, deposit accounts, intellectual property, investment property, inventory, equipment and equity interests in their subsidiaries. The 2015 Credit Agreement contains customary affirmative and negative covenants, including limitations on the Company’s and its subsidiaries’ ability to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, repay subordinated indebtedness and enter into affiliate transactions. In addition, the 2015 Credit Agreement contains financial covenants requiring the Company on a consolidated basis to maintain, as of the last day of any fiscal quarter, a total leverage ratio of not more than 3.0 to 1.0 and an interest coverage ratio of at least 3.0 to 1.0. The Company is in compliance with all required financial covenants as of December 31, 2015. The 2015 Credit Agreement also includes events of default customary for facilities of this type, and upon the occurrence of such events of default, subject to customary cure rights, all outstanding loans under the Facility may be accelerated and/or the lenders’ commitments terminated. In conjunction with obtaining the Facility, the Company incurred debt issuance costs of $1.8 million which are being amortized over the life of the Facility. The debt issuance costs are included in other long-term assets, net of accumulated amortization. All debt issuance costs related to the 2010 Credit Facility were fully amortized upon maturity of the 2010 Credit Facility on August 30, 2015. As of December 31, 2015 and 2014, debt issuance costs, net of accumulated amortization, related to both the 2015 Credit Agreement and the 2010 Credit Agreement were $1.7 million and $0.4 million, respectively. The Company has an unused available line of credit of €5.8 million ($6.3 million and $7.0 million) at December 31, 2015 and 2014, respectively, in its Italian line of credit. This line of credit provides the Company the option to borrow amounts in Italy at rates, which are determined at the time of borrowing. This line of credit is unsecured. |
Shareholder's equity
Shareholder's equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders Equity Note [Abstract] | |
Stockholders' equity | 8. Stockholders’ equity The Company has not paid dividends to holders of its common stock in the past. The Company currently intends to retain all of its consolidated earnings to finance credit agreement obligations and to finance the continued growth of its business. Certain subsidiaries of the Company have restrictions on their ability to pay dividends in certain circumstances pursuant to the Credit Agreement. The Company does not have present intentions to pay dividends in the foreseeable future. In the event that the Company decides to pay a dividend to holders of its common stock in the future with dividends received from its subsidiaries, the Company may, based on prevailing rates of taxation, be required to pay additional withholding and income tax on such amounts received from its subsidiaries. The Company’s Board of Directors authorized a share repurchase plan in the fourth quarter of 2015, authorizing the purchase of up to $75 million of the Company’s common stock through and including September 2017. Under the program, common share repurchases are expected to consist primarily of open market transactions at prevailing market prices in accordance with the guidelines specified under Rule 10b-18 of the Securities Exchange Act of 1934, as amended, though the Company may also make repurchases through block trades or privately negotiated transactions. Repurchases may be made from cash on hand, cash generated from operations, and/or borrowings under the Company’s new secured revolving credit facility. The program does not obligate the Company to acquire any specific number of shares and may be discontinued at any time. For the year ended December 31, 2015, the Company repurchased 293,991 shares of common stock for $11.6 million with an average price per share of $39.37 which were all retired upon repurchase. As of December 31, 2015, there was $63.4 million remaining under this share repurchase authorization. |
Derivative instruments
Derivative instruments | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative instruments | 9. Derivative instruments The tables below disclose the types of derivative instruments the Company owns, the classifications and fair values of these instruments within the balance sheet, and the amount of gain (loss) recognized in other comprehensive income (loss) (“OCI”) or net income (loss). (U.S. Dollars, in thousands) Fair value: (unfavorable) Balance sheet As of December 31, 2015 Cross-currency swap $ 2,485 Prepaid expenses and other current assets Warrants $ 321 Other long-term assets As of December 31, 2014 Cross-currency swap $ 2,504 Other long-term assets Warrants $ 321 Other long-term assets For the year ended December 31, (U.S. Dollars in thousands) 2015 2014 2013 Cross-currency swap unrealized gain (loss), net of taxes $ 128 $ 251 $ (278 ) Warrants unrealized loss, net of taxes $ — $ (3 ) $ (1 ) Cross-currency swap On September 30, 2010, the Company entered into a cross-currency swap agreement (the “replacement swap agreement”) with JPMorgan Chase Bank and Royal Bank of Scotland PLC (the “counterparties”) to manage its cash flows related to foreign currency exposure for a portion of the Company’s intercompany receivable of a U.S. dollar functional currency subsidiary that is denominated in Euro. Under the terms of the swap agreement, the Company pays Euros based on a €9.6 million notional value and a fixed rate of 5.00% and receives U.S. dollars based on a notional value of $13.0 million and a fixed rate of 4.635%. The expiration date is December 30, 2016, the date upon which the underlying intercompany debt, to which the swap agreement applies, matures. The swap agreement is designated as a cash flow hedge and therefore the Company recognizes any unrealized gain (loss) on the change in fair value in other comprehensive income (loss). Warrants As of December 31, 2015, the Company held warrants for 458 thousand shares of Bone Biologics, Inc. (“Bone Biologics”), at a weighted average exercise price of $1.18 per share, and common stock of Bone Biologics totaling $1.5 million, which was converted from notes receivable. The fair value of these instruments has not been estimated, and is instead recorded at cost, as the fair value is not readily determinable. In addition, there have been no events or changes in circumstances that would indicate a significant adverse effect on the fair value of the instruments. Under the terms of the note and warrant purchase agreements, the warrants to purchase common stock in Bone Biologics were both detachable from the note, exercisable over a seven year period, and transferable by the holder to other parties. |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | 1 0 . Fair value measurements The Company’s collective trust funds, treasury securities, certificates of deposit, derivative securities, debt securities, and deferred compensation plan liabilities are the only financial instruments recorded at fair value on a recurring basis as follows: (U.S. Dollars in thousands) Balance December 31, 2015 Level 1 Level 2 Level 3 Assets Collective trust funds $ 1,622 $ — $ 1,622 $ — Treasury securities 495 495 — — Certificates of deposit 337 337 — — Derivative securities 2,485 — 2,485 — Debt securities 12,658 — — 12,658 Total $ 17,597 $ 832 $ 4,107 $ 12,658 Liabilities Deferred compensation plan $ (1,503 ) $ — $ (1,503 ) $ — Total $ (1,503 ) $ — $ (1,503 ) $ — (U.S. Dollars in thousands) Balance December 31, 2014 Level 1 Level 2 Level 3 Assets Collective trust funds $ 1,696 $ — $ 1,696 $ — Treasury securities 586 586 — — Certificates of deposit 1,510 1,510 — — Derivative securities 2,504 — 2,504 — Total $ 6,296 $ 2,096 $ 4,200 $ — Liabilities Deferred compensation plan $ (1,886 ) $ — $ (1,886 ) $ — Total $ (1,886 ) $ — $ (1,886 ) $ — The fair value of treasury securities and certificates of deposit are determined based on quoted prices in active markets for identical assets, therefore, the Company has categorized these instruments as Level 1 financial instruments. The certificates of deposit are held in foreign currencies and carry a contractual maturity of two years from the date of purchase. The cross-currency derivative instrument consists of an over-the-counter contract, which is not traded on a public exchange. The fair value of this derivative swap contract, the common stock warrants, the Company’s collective trust funds, and the Company’s deferred compensation plan liabilities are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets; therefore, the Company has categorized these instruments as Level 2 financial instruments. The fair value of the Company’s debt securities is based upon significant unobservable inputs, requiring the Company to develop its own assumptions; therefore, the Company has categorized this asset as a Level 3 financial asset. On March 2015, Company Option Agreement (the “Option Agreement”) with eNeura, Inc. (“eNeura”), privately technology company devices treatment migraines. The Option Agreement provides the Company an exclusive acquire eNeura (the “Option”) during 18-month following grant the Option. consideration for the Option, (i) Company non-refundable $0.3 million fee eNeura, and eNeura issued Convertible Promissory Note “eNeura Note”) Company. The principal of the eNeura Note $15.0 million interest accrues at The eNeura Note will mature earlier (i) March 4, exercise of the Option. The investment is recorded in other long-term assets as an available for sale debt security and interest is recorded in interest income. The fair value of the debt security is based upon significant unobservable inputs, including the use of a discounted cash flows model, requiring the Company The following table provides a reconciliation of the beginning and ending balances for debt securities measured at fair value using significant unobservable inputs (Level 3): (U.S. Dollars, in thousands) 2015 Balance at January 1, 2015 $ — Additions to debt securities 15,000 Accrued interest income 1,006 Unrealized loss on debt securities (3,348 ) Balance at December 31, 2015 $ 12,658 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | 1 1 . Commitments Leases The Company has entered into operating leases for facilities and equipment. These leases are non-cancellable and typically do not contain renewal options. Certain leases contain rent escalation clauses for which the Company recognizes the expense on a straight-line basis. Rent expense under the Company’s operating leases for the years ended December 31, 2015, 2014 and 2013 was approximately $3.0 million, $3.4 million and $3.4 million, respectively. Future minimum lease payments under operating leases as of December 31, 2015 are as follows: (U.S. Dollars in thousands) 2016 $ 3,531 2017 2,905 2018 2,629 2019 2,175 2020 1,732 Thereafter 1,729 $ 14,701 Inventory purchase commitments The Company has inventory purchase commitments with third-party manufactures for $1.1 million, $2.5 million and $3.0 million as of December 31, 2015, 2014, and 2013, respectively. |
Business segment information
Business segment information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Business segment information | 12. Business segment information We manage our business by our four strategic business units (“SBUs”), which are comprised of BioStim, Biologics, Extremity Fixation, and Spine Fixation supported by Corporate activities. These SBUs represent the segments for which our Chief Executive Officer, who is also Chief Operating Decision Maker (the “CODM”), reviews financial information and makes resource allocation decisions among business units. The primary metric used by the CODM in managing the Company is net margin, which is defined as gross profit less sales and marketing expense. The Company neither discretely allocates assets, other than goodwill, to its operating segments nor evaluates the operating segments using discrete asset information. Accordingly, our segment information has been prepared based on our four SBUs reporting segments. These four segments are discussed below. BioStim The BioStim SBU manufactures, distributes, and provides support services of market leading devices that enhance bone fusion. These Class III medical devices are indicated as an adjunctive, noninvasive treatment to improve fusion success rates in cervical and lumbar spine as well as a therapeutic treatment for non-spine fractures that have not healed (non-unions). These devices utilize Orthofix’s patented pulsed electromagnetic field (“PEMF”) technology, which is supported by strong basic mechanism of action data in the scientific literature and as well as strong level one randomized controlled clinical trials in the medical literature. Current research and clinical studies are also underway to identify potential new clinical indications. This SBU uses distributors and sales representatives to sell its devices to hospitals, doctors and other healthcare providers, primarily in the U.S. Biologics The Biologics SBU provides a portfolio of regenerative products and tissue forms that allow physicians to successfully treat a variety of spinal and orthopedic conditions. This SBU specializes in the marketing of the Company’s regeneration tissue forms. Biologics markets its tissues through a network of distributors, independent sales representatives and affiliates to supply to hospitals, doctors, and other healthcare providers, primarily in the U.S. Our partnership with MTF allows us to exclusively market our Trinity Evolution ® ® Extremity Fixation The Extremity Fixation SBU offers products and solutions that allow physicians to successfully treat a variety of orthopedic conditions unrelated to the spine. This SBU specializes in the design, development, and marketing of the Company’s orthopedic products used in fracture repair, deformity correction and bone reconstruction procedures. Extremity Fixation distributes its products through a network of distributors, sales representatives and affiliates to sell orthopedic products to hospitals, doctors, and other health providers, globally. Spine Fixation The Spine Fixation SBU specializes in the design, development and marketing of a broad portfolio of implant products used in surgical procedures of the spine. Spine Fixation distributes its products through a network of distributors, sales representatives, and affiliates to sell spine products to hospitals, doctors and other healthcare providers, globally. Corporate Corporate activities are comprised of the operating expenses, including share-based compensation, of Orthofix International N.V. and its holding company subsidiaries, along with activities not necessarily identifiable within the four SBUs. Net Sales by SBU: The table below presents net sales by SBU reporting segment. Net sales include product sales and marketing service fees. Year Ended December 31, (U.S. Dollars in thousands) 2015 2014 2013 Net Sales Percent of Total Net Sales Net Sales Percent of Total Net Sales Net Sales Percent of Total Net Sales BioStim $ 164,955 41.6 % $ 154,676 38.5 % $ 145,085 36.5 % Biologics 59,832 15.1 % 55,881 13.9 % 53,746 13.5 % Extremity Fixation 96,034 24.2 % 109,678 27.3 % 103,359 26.0 % Spine Fixation 75,668 19.1 % 82,042 20.4 % 95,421 24.0 % Total net sales $ 396,489 100.0 % $ 402,277 100.0 % $ 397,611 100.0 % The table below presents net margin, defined as gross profit less sales and marketing expenses by SBU reporting segment: Net Margin by SBU Year Ended December 31, (U.S. Dollars in thousands) 2015 2014 2013 Net margin BioStim $ 67,878 $ 66,096 $ 63,847 Biologics 27,226 26,629 24,794 Extremity Fixation 29,493 31,586 23,704 Spine Fixation 8,547 14,243 4,329 Corporate (1,260 ) (1,736 ) (1,443 ) Total net margin $ 131,884 $ 136,818 $ 115,231 General and administrative 87,157 79,074 67,517 Research and development 26,389 24,994 26,768 Restatements and related costs 9,083 15,614 12,945 Impairment of goodwill — — 19,193 Operating income (loss) $ 9,255 $ 17,136 $ (11,192 ) The following table presents depreciation and amortization by SBU reporting segment: Year Ended December 31, (U.S. Dollars in thousands) 2015 2014 2013 BioStim $ 2,933 $ 1,623 $ 1,979 Biologics 1,157 1,161 648 Extremity Fixation 6,636 8,442 7,265 Spine Fixation 10,050 11,711 12,834 Corporate 147 (59 ) 96 Total $ 20,923 $ 22,878 $ 22,822 Geographical information The following data includes net sales by geographic destination: (U.S. Dollars in thousands) 2015 2014 2013 U.S. $ 305,505 $ 294,682 $ 293,032 Italy 15,655 19,573 16,755 United Kingdom 11,376 11,402 10,002 Brazil 13,512 19,633 26,786 Others 50,441 56,987 51,036 Total net sales $ 396,489 $ 402,277 $ 397,611 The following data includes property, plant and equipment by geographic area: (U.S. Dollars in thousands) 2015 2014 U.S. $ 42,534 $ 37,029 Italy 6,015 6,865 United Kingdom 998 1,368 Brazil 1,036 1,308 Others 1,723 1,979 Total $ 52,306 $ 48,549 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 13. Income taxes Income (loss) from continuing operations before provision for income taxes consisted of: Year Ended December 31, (U.S. Dollars in thousands) 2015 2014 2013 U.S. $ 15,480 $ 17,532 $ (3,546 ) Non-U.S. (6,973 ) (5,076 ) (7,057 ) Total income (loss) before taxes $ 8,507 $ 12,456 $ (10,603 ) The provision for (benefit from) income taxes on continuing operations in the accompanying consolidated statements of operations consists of the following: Year Ended December 31, (U.S. Dollars in thousands) 2015 2014 2013 U.S. Current $ 6,792 $ 5,067 $ 2,465 Deferred (1,146 ) 2,825 4,013 Total U.S 5,646 7,892 6,478 Non-U.S. Current 3,661 18,186 2,308 Deferred 1,542 (9,878 ) (1,184 ) 5,203 8,308 1,124 Total tax expense $ 10,849 $ 16,200 $ 7,602 Deferred income taxes are provided primarily for net operating loss carryforwards and for temporary differences resulting from items that are recognized in different years for financial statement and income tax reporting purposes. The Company’s deferred tax assets and liabilities are as follows: December 31, (U.S. Dollars in thousands) 2015 2014 Intangible assets and goodwill $ 2,931 $ 4,067 Inventories and related reserves 17,640 19,525 Deferred revenue and cost of goods sold 11,189 10,826 Other accruals and reserves 7,729 5,371 Accrued compensation 2,964 5,004 Allowance for doubtful accounts 2,863 2,094 Accrued interest 17,300 17,555 Net operating loss carryforwards 38,010 34,514 Other, net 4,441 1,202 105,067 100,158 Valuation allowance (43,340 ) (37,438 ) Deferred tax asset $ 61,727 $ 62,720 Withholding taxes (253 ) (229 ) Property, plant and equipment (4,168 ) (6,766 ) Deferred tax liability (4,421 ) (6,995 ) Net deferred tax assets $ 57,306 $ 55,725 The increase in the valuation allowance of $5.9 million during the year principally relates to certain current year foreign losses incurred without an income tax benefit. The valuation allowance is attributable to net operating loss carryforwards and certain temporary differences in certain foreign jurisdictions, for which it is more likely than not some portion or all of the deferred tax asset will not be realized. The Company has state net operating loss carryforwards of approximately $11.9 million that will begin to expire in 2016. Additionally, the Company has net operating losses in foreign taxing jurisdictions of approximately $154.5 million, the majority of which relate to the Company’s Netherlands operations that begin to expire in 2016. The Company has provided a valuation allowance against a significant portion of these net operating loss carryforwards since it does not believe that it is more likely than not that this deferred tax asset can be realized prior to expiration. The rate reconciliation for continuing operations presented below is based on the U.S. federal income tax rate, rather than the parent company’s country of domicile tax rate. Management believes, given the large proportion of taxable income earned in the United States, such disclosure is more meaningful. (U.S. Dollars in thousands, except percentages) 2015 2014 2013 Amount Percent Amount Percent Amount Percent Statutory U.S. federal income tax rate $ 2,978 35 % $ 4,360 35.0 % $ (3,711 ) 35.0 % State taxes, net of U.S. federal benefit 521 6.1 1,439 11.6 2,039 (19.2 ) Foreign rate differential, including withholding taxes (1,934 ) (22.7 ) 2,386 19.1 747 (7.0 ) Valuation allowance 10,952 128.7 8,672 69.6 3,913 (36.9 ) Italian subsidiary intangible asset (2,076 ) (24.4 ) (2,546 ) (20.4 ) (2,288 ) 21.6 Goodwill impairment — — — — 6,452 (60.9 ) Domestic manufacturing deduction (469 ) (5.5 ) (377 ) (3.0 ) (233 ) 2.2 Italian audit settlement — — 1,048 8.4 — — Other, net 877 10.3 1,218 9.8 683 (6.5 ) Income tax expense/effective rate $ 10,849 127.5 % $ 16,200 130.1 % $ 7,602 (71.7 )% The Company’s unrecognized tax benefit was $15.8 million and $15.6 million for the years ended December 31, 2015 and 2014, respectively. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within its global operations in income tax expense. The Company had approximately $0.8 million and $0.5 million accrued for payment of interest and penalties as of December 31, 2015 and 2014, respectively. The entire amount of unrecognized tax benefits, including interest, would favorably impact the Company’s effective tax rate if recognized. As of December 31, 2015, the Company does not expect the amount of unrecognized tax benefits to change significantly over the next twelve months. A reconciliation of the gross unrecognized tax benefits (excluding interest and penalties) for the years ended December 31, 2015 and December 31, 2014 follows: (U.S. Dollars in thousands) 2015 2014 Balance as of January 1, $ 15,597 $ 723 Additions for current year tax positions 332 14,794 Increases (decreases) for prior year tax positions (86 ) 145 Settlements of prior year tax positions — — Expiration of statutes (80 ) (65 ) Balance as of December 31, $ 15,763 $ 15,597 The Company files a consolidated income tax return in the U.S. federal jurisdiction, the U.K., Italy and numerous consolidated and separate income tax returns in many state and other foreign jurisdictions. The statute of limitations with respect to federal tax authorities is closed for years prior to December 31, 2012. The statute of limitations for the various state tax filings is closed in most instances for the years prior to December 31, 2011. The statute of limitations with respect to the major foreign tax filing jurisdictions is closed for years prior to December 31, 2010. During the third quarter of 2015, the Internal Revenue Service commenced an examination of our federal income tax return for 2012. The Company cannot reasonably determine if this examination, or any state and local tax examinations, will have a material impact on our financial statements and cannot predict the timing regarding resolution of these tax examinations. The Company’s current intention is to indefinitely reinvest the total amount of its unremitted foreign earnings (residing outside Curaçao) in the local jurisdiction. As an entity incorporated in Curaçao, “foreign subsidiaries” refer to both U.S. and non-U.S. subsidiaries. Furthermore, only income sourced in the U.S. is subject to U.S. income tax. Unremitted foreign earnings increased from $374.1 million at December 31, 2014 to $439.2 million at December 31, 2015. The $439.2 million includes $448.8 million in U.S subsidiaries. It is not practicable to determine the amounts of net additional income tax that may be payable if such earnings were repatriated. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 1 4 . Contingencies The Company is party to outstanding legal proceedings, investigations and claims as described below. The Company believes that it is unlikely that the outcome of each of these matters, including the matters discussed below, will have a material adverse effect on it and its subsidiaries as a whole, notwithstanding that the unfavorable resolution of any matter may have a material effect on the Company’s net earnings (if any) in any particular quarter. However, the Company cannot predict with any certainty the final outcome of any legal proceedings, investigations (including any settlement discussions with the government seeking to resolve such investigations) or claims made against it as described in the paragraphs below, and there can be no assurance that the ultimate resolution of any such matter will not have a material adverse impact on the Company’s consolidated financial position, results of operations, or cash flows. The Company records accruals for certain outstanding legal proceedings, investigations or claims when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal proceedings, investigations and claims that could affect the amount of any accrual, as well as any developments that would make a loss contingency both probable and reasonably estimable. When a loss contingency is not both probable and reasonably estimable, the Company does not accrue the loss. However, if the loss (or an additional loss in excess of the accrual) is at least a reasonable possibility and material, then the Company discloses a reasonable estimate of the possible loss or range of loss, if such reasonable estimate can be made. If the Company cannot make a reasonable estimate of the possible loss, or range of loss, then that is disclosed. The assessments of whether a loss is probable or a reasonable possibility, and whether the loss or range of loss is reasonably estimable, often involve a series of complex judgments about future events. Among the factors that the Company considers in this assessment are the nature of existing legal proceedings, investigations and claims, the asserted or possible damages or loss contingency (if reasonably estimable), the progress of the matter, existing law and precedent, the opinions or views of legal counsel and other advisers, the involvement of the U.S. Government and its agencies in such proceedings, the Company’s experience in similar matters and the experience of other companies, the facts available to the Company at the time of assessment, and how the Company intends to respond, or has responded, to the proceeding, investigation or claim. The Company’s assessment of these factors may change over time as individual proceedings, investigations or claims progress. For matters where the Company is not currently able to reasonably estimate the range of reasonably possible loss, the factors that have contributed to this determination include the following: (i) the damages sought are indeterminate, or an investigation has not manifested itself in a filed civil or criminal complaint, (ii) the matters are in the early stages, (iii) the matters involve novel or unsettled legal theories or a large or uncertain number of actual or potential cases or parties, and/or (iv) discussions with the government or other parties in matters that may be expected ultimately to be resolved through negotiation and settlement have not reached the point where the Company believes a reasonable estimate of loss, or range of loss, can be made. In such instances, the Company believes that there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including a possible eventual loss, fine, penalty or business impact, if any. In addition, the Company does not accrue for estimated legal fees and other directly related costs as they are expensed as incurred. In addition to the matters described in the paragraphs below, in the normal course of its business, the Company is involved in various lawsuits from time to time and may be subject to certain other contingencies. To the extent losses related to these contingencies are both probable and reasonably estimable, the Company accrues appropriate amounts in the accompanying financial statements and provides disclosures as to the possible range of loss in excess of the amount accrued, if such range is reasonably estimable. The Company believes losses are individually and collectively immaterial as to a possible loss and range of loss. Matters Related to the Audit Committee’s Review and the Restatement of Certain of our Consolidated Financial Statements. Audit Committee Review In July 2013, the Audit Committee of our Board of Directors began conducting an independent review, with the assistance of outside professionals, of certain accounting matters. This review resulted in a restatement of our previously filed consolidated financial statements for the fiscal years ended December 31, 2012, 2011 and 2010 and the fiscal quarter ended March 31, 2013, as well as the restatement of certain financial information for the fiscal years ended December 31, 2009, 2008 and 2007. This restatement, which we completed and filed in March 2014, is referred to herein as the “Original Restatement.” In connection with the Company’s preparation of its consolidated interim quarterly financial statements for the fiscal quarter ended June 30, 2014, the Company determined that certain entries with respect to the previously filed financial statements contained in the filings containing the Original Restatement were not properly accounted for under U.S. GAAP. As a result, the Company determined in August 2014 to restate its previously filed consolidated financial statements for the fiscal years ended December 31, 2013, 2012 and 2011 and quarterly reporting periods contained within the fiscal years ended December 31, 2013 and 2012, as well as the fiscal quarter ended March 31, 2014. This restatement, which we completed in March 2015, is referred to herein as the “Further Restatement.” SEC Investigation In connection with the initiation of the Audit Committee’s independent review, we initiated contact with the staff of the Division of Enforcement of the SEC (the “SEC Enforcement Staff”) in July 2013 to advise them of these matters. The Audit Committee and the Company, through respective counsel, have been in direct communication with the SEC Enforcement Staff regarding these matters. The SEC is conducting a formal investigation of these matters, and both the Company and the Audit Committee are cooperating fully with the SEC. In connection with the above-referenced communications, the Company has received requests from the SEC for documents and other information concerning various accounting practices, internal controls and business practices, and other related matters. Such requests cover the years ended December 31, 2011 and 2012, and in some instances, prior periods. It is anticipated that we may receive additional requests from the SEC in the future, including with respect to the Further Restatement. We have previously provided notice concerning our communications with the SEC to the Office of Inspector General of the U.S. Department of Health and Human Services (“HHS-OIG”) pursuant to our corporate integrity agreement with HHS-OIG (which agreement is described below in this Item 3). We cannot predict if, when or how this matter will be resolved or what, if any, actions we may be required to take as part of any resolution of these matters. Any action by the SEC, HHS-OIG or other governmental agency could result in civil or criminal sanctions against us and/or certain of our current and former officers, directors and employees. At this stage in the matter, we cannot reasonably estimate the possible loss, or range of loss, in connection with it. Securities Class Action Complaint On August 14, 2013, a securities class action complaint against the Company, currently styled Tejinder Singh v. Orthofix International N.V., et al. (No.:1:13-cv-05696-JGK), was filed in the United States District Court for the Southern District of New York arising out of the then anticipated restatement of our prior financial statements and the matters described above. Since the date of original filing, the complaint has been amended. The lead plaintiff’s complaint, as amended, purports to bring claims on behalf of persons who purchased the Company’s common stock between March 2, 2010 and July 29, 2013. The complaint asserts that the Company and four of its former executive officers, Alan W. Milinazzo, Robert S. Vaters, Brian McCollum, and Emily V. Buxton (collectively, the “Individual Defendants”), violated Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Securities and Exchange Commission Rule 10b-5 (“Rule 10b-5”) by making false or misleading statements in or relating to the Company’s financial statements. The complaint further asserts that the Individual Defendants were liable as control persons under Section 20(a) of the Exchange Act for any violation by the Company of Section 10(b) of the Exchange Act or Rule 10b-5. As relief, the complaint requests compensatory damages on behalf of the proposed class and lead plaintiff’s attorneys’ fees and costs. On March 6, 2015, the court granted the defendants’ motion to dismiss as to Mr. Milinazzo and denied it with respect to the Company and the other Individual Defendants. On October 22, 2015, following negotiations facilitated by an independent mediator, the Company, the remaining Individual Defendants and their insurers reached an agreement in principle with the plaintiff, individually and on behalf of the class it purports to represent, to settle and release all claims with respect to this matter and to dismiss the action with prejudice subject to final court approval. Under the terms of the agreement in principle, the Company, through its insurers, would make a payment to the plaintiff, and the class it purports to represent, to resolve all claims related to the matter, including any claims for plaintiff counsel’s fees and expenses. On December 7, 2015, all parties to the action executed and filed with the Court a proposed settlement agreement whose terms are consistent with the above-described agreement in principle. On December 18, 2015, the Court entered a preliminary approval order which, among other things, preliminarily approved the terms of the proposed settlement agreement, subject to a final approval hearing scheduled for April 28, 2016. The Company has previously incurred and expensed fees and expenses in connection with this matter up to and exceeding its insurance policy deductible and its insurers have undertaken to cover the full amount of the settlement payment, if the proposed settlement is finally approved by the Court. The Company has accrued both the amount of the settlement payment under the agreement in principle, and a corresponding insurance receivable from its insurers, with respect to these matters. Deferred Prosecution Agreement and Review of Potential Improper Payments Involving Brazil Subsidiary In 2012, the Company entered into definitive agreements with the U.S. Department of Justice (the “DOJ”) and the SEC agreeing to settle a self-initiated and self-reported internal investigation of our Mexican subsidiary, Promeca S.A. de C.V. (“Promeca”), regarding non-compliance by Promeca with the Foreign Corrupt Practices Act (the “FCPA”). As part of the settlement, we entered into a three-year deferred prosecution agreement (“DPA”) with the DOJ and a consent to final judgment (the “Consent”) with the SEC. The DOJ agreed not to pursue any criminal charges against us in connection with the Promeca matter if we comply with the terms of the DPA. The DPA takes note of our self-reporting of this matter to the DOJ and the SEC, and of remedial measures, including the implementation of an enhanced compliance program, previously undertaken by us. The DPA and the Consent collectively require, among other things, that with respect to anti-bribery compliance matters we shall continue to cooperate fully with the government in any future matters related to corrupt payments, false books and records or inadequate internal controls. In that regard, we have represented that we have implemented and will continue to implement a compliance and ethics program designed to prevent and detect violations of the FCPA and other applicable anti-corruption laws. We are periodically reporting to the government during the term of the DPA regarding such remediation and implementation of compliance measures. In August 2013, the Company’s internal legal department was notified of certain allegations involving potential improper payments with respect to its Brazilian subsidiary, Orthofix do Brasil Ltda. The Company engaged outside counsel to assist in the review of these matters, focusing on compliance with applicable anti-bribery laws, including the FCPA. Consistent with the provisions of these agreements, the Company contacted the DOJ and the SEC in August 2013 to voluntarily self-report the Brazil-related allegations. On June 15, 2015, the Company and the DOJ agreed to extend the term of the DPA for two months (through September 17, 2015) to permit the DOJ additional time to evaluate the Company’s compliance with the internal controls and compliance undertakings in the DPA and to further investigate the Brazil-related allegations. On September 17, 2015, the DOJ extended the term of the DPA for an additional ten months (through July 17, 2016), stating that the Company’s efforts to comply with the internal controls and compliance requirements of the DPA during the first eighteen months of the DPA were insufficient. In the event that the DOJ were to determine in the future to criminally prosecute us for the FCPA-related matters we have self-reported, we could be subject to penalties, the amount or range of which we currently cannot reasonably estimate. IMSS Matter Basing its claims on the same or similar events that resulted in the DPA and the Consent, the Instituto Mexicano del Seguro Social (“IMSS”) brought legal action against the Company in October 2014. In February 2016, the Company reached a settlement agreement with IMSS, whereby the Company agreed to pay $1.0 million in cash and, once all regulatory hurdles are cleared, an in-kind payment in the form of products and training valued at $3.0 million. The combined settlement of $4.0 million was accrued as of December 31, 2015 within general and administrative expense. The Company made no admission of liability or wrongdoing and IMSS agreed that no portion of the payments will be characterized as the payment of fines, penalties, or other punitive assessment. Corporate Integrity Agreement with HHS-OIG As previously disclosed, on June 6, 2012, the Company entered into a definitive settlement agreement with the United States of America, acting through the DOJ and on behalf of HHS-OIG; the TRICARE Management Activity, through its General Counsel; the Office of Personnel Management, in its capacity as administrator of the Federal Employees Health Benefits Program; the United States Department of Veteran Affairs; and the qui tam relator, pursuant to which the Company agreed to pay $34.2 million (plus interest at a rate of 3% from May 5, 2011 through the day before payment was made) to settle criminal and civil matters related to the promotion and marketing of the Company’s regenerative stimulator devices (which the Company has also described in the past as its “bone growth stimulator devices”). In connection with such settlement agreement, Orthofix Inc., the Company’s wholly owned subsidiary, also pled guilty to one felony count of obstruction of a June 2008 federal audit (§18 U.S.C. 1516) and paid a criminal fine of $7.8 million and a mandatory special assessment of $400. Also as previously disclosed, on October 29, 2012, the Company, through our subsidiary, Blackstone Medical, Inc., entered into a definitive settlement agreement with the U.S. government and the qui tam relator, pursuant to which the Company paid $32 million to settle claims (covering a period prior to Blackstone’s acquisition by the Company) concerning the compensation of physician consultants and related matters. All of the $32 million we paid pursuant to such settlement was funded by proceeds the Company received from an escrow fund established in connection with its acquisition of Blackstone in 2006. On June 6, 2012, in connection with these settlements, the Company also entered into a five-year corporate integrity agreement with HHS-OIG (the “CIA”). The CIA acknowledges the existence of the Company’s current compliance program and requires that the Company continues to maintain during the term of the CIA a compliance program designed to promote compliance with federal healthcare and FDA requirements. The Company also is required to maintain several elements of its previously existing program during the term of the CIA, including maintaining a Chief Compliance Officer, a Compliance Committee, and a Code of Conduct. The CIA requires that we conduct certain additional compliance-related activities during the term of the CIA, including various training and monitoring procedures, and maintaining a disciplinary process for compliance obligations. Pursuant to the CIA, the Company is required to notify the HHS-OIG in writing, among other things, of: (i) any ongoing government investigation or legal proceeding involving an allegation that the Company has committed a crime or has engaged in fraudulent activities; (ii) any other matter that a reasonable person would consider a probable violation of applicable criminal, civil, or administrative laws related to compliance with federal healthcare programs or FDA requirements; and (iii) any change in location, sale, closing, purchase, or establishment of a new business unit or location related to items or services that may be reimbursed by federal healthcare programs. The Company is also subject to periodic reporting and certification requirements attesting that the provisions of the CIA are being implemented and followed, as well as certain document and record retention mandates. The CIA provides that in the event of an uncured material breach of the CIA, the Company could be excluded from participation in federal healthcare programs and/or subject to monetary penalties. Matters Related to the Company’s Former Breg Subsidiary and Possible Indemnification Obligations On May 24, 2012, we sold Breg to an affiliate of Water Street Healthcare Partners II, L.P. (“Water Street”) pursuant to a stock purchase agreement (the “Breg SPA”). Under the terms of the Breg SPA, upon closing of the sale, the Company and its subsidiary, Orthofix Holdings, Inc., agreed to indemnify Water Street and Breg with respect to certain specified matters, including the following: Breg was engaged in the manufacturing and sale of local infusion pumps for pain management from 1999 to 2008. Since 2008, numerous product liability cases have been filed in the United States alleging that the local anesthetic, when dispensed by such infusion pumps inside a joint, causes a rare arthritic condition called “chondrolysis.” The Company incurred losses for settlements and judgments in connection with these matters during 2015, 2014 and 2013 of $0.3 million, $3.8 million and $6.7 million, respectively. In addition, several cases remain outstanding for which the Company currently cannot reasonably estimate the possible loss, or range of loss. At the time of its divestiture by us, Breg was currently and had been engaged in the manufacturing and sales of motorized cold therapy units used to reduce pain and swelling. Several domestic product liability cases have been filed in recent years, mostly in California state court, alleging the use of cold therapy causes skin and/or nerve injury and seeking damages on behalf of individual plaintiffs who were allegedly injured by such units or who would not have purchased the units had they known they could be injured. In September 2014, the Company entered into a master settlement agreement resolving all pending pre-close claims. Pursuant to the terms of the settlement agreement, the Company paid approximately $ million, and additional amounts owed under the settlement were paid directly by the Company’s insurance providers. These amounts paid by the Company were recorded as an expense in discontinued operations during the fiscal quarter ended June 30, 2014. Charges incurred as a result of this indemnification are reflected as discontinued operations in our Consolidated Statements of Operations and Comprehensive Loss. |
Pensions and deferred compensat
Pensions and deferred compensation | 12 Months Ended |
Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |
Pensions and deferred compensation | 1 5 . Pensions and deferred compensation Orthofix Inc. sponsors a defined contribution plan (the “Orthofix Inc. 401(k) Plan”) covering substantially all full time US employees. The Orthofix Inc. 401(k) Plan allows for participants to contribute up to 15% of their pre-tax compensation, subject to certain limitations, with the Company matching 100% of the first 2% of the employee’s base compensation and 50% of the next 4% of the employee’s base compensation if contributed to the Orthofix Inc. 401(k) Plan. During the years ended December 31, 2015, 2014 and 2013, expenses incurred relating to 401(k) Plans, including matching contributions, were approximately $2.0 million, $1.7 million and $2.4 million, respectively. The Company operates defined contribution pension plans for its other International employees not described above meeting minimum service requirements. The Company’s expenses for such pension contributions during each of the years ended December 31, 2015, 2014 and 2013 were $1.1 million, $0.8 million and $0.7 million, respectively. Under Italian Law, our Italian subsidiary accrues, on behalf of its employees, deferred compensation, which is paid on termination of employment. Each year’s provision for deferred compensation is based on a percentage of the employee’s current annual remuneration plus an annual charge. Deferred compensation is also accrued for the leaving indemnity payable to agents in case of dismissal, which is regulated by a national contract and is equal to approximately 3.5% of total commissions earned from the Company. Our relations with our Italian employees, who represent 18.3% of our total employees at December 31, 2015, are governed by the provisions of a National Collective Labor Agreement setting forth mandatory minimum standards for labor relations in the metal mechanic workers industry. We are not a party to any other collective bargaining agreement. The Orthofix Deferred Compensation Plan (the “Plan”), administered by the Board of Directors of the Company, effective January 1, 2007, and as amended and restated effective January 1, 2009, is a plan intended to allow a select group of key management and highly compensated employees of the Company to defer the receipt of compensation that would otherwise be payable to them. The terms of this plan are intended to comply in all respects with the provisions of Code Section 409A and Code Section 457A. As of January 1, 2011 the Company disallowed further contributions into the plan and any new plan participants. Distributions are made in accordance with the requirements of Code Section 409A. The Company’s expense for both deferred compensation plans described above during 2015, 2014 and 2013 was approximately $0.1 million, $0.1 million and $0.3 million, respectively. There were no deferred compensation payments made in 2015, while deferred compensation payments totaled $0.3 million and $0.1 million in 2014 and 2013, respectively. The balance in other long-term liabilities as of December 31, 2015 and 2014 was $1.5 and $1.9 million and represents the amount which would be payable if all the employees and agents had terminated employment at that date. |
Share-based compensation plans
Share-based compensation plans | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based compensation plans | 1 6 . Share-based compensation plans At December 31, 2015, the Company had stock option and award plans, and an employee stock purchase plan, which are described below. 2012 Long Term Incentive Plan The Board of Directors adopted the Orthofix International N.V. 2012 Long-Term Incentive Plan (the “2012 LTIP”) on April 13, 2012, subject to shareholder approval, which was subsequently provided by shareholder ratification. The 2012 LTIP provides for the grant of options to purchase shares of the Company’s common stock, stock awards (including restricted stock, unrestricted stock, and stock units), stock appreciation rights, performance-based awards and other equity-based awards. All of the Company’s employees and the employees of the Company’s subsidiaries and affiliates are eligible and may receive awards under the 2012 LTIP. In addition, the Company’s non-employee directors and consultants and advisors who perform services for the Company and the Company’s subsidiaries and affiliates may receive awards under the 2012 LTIP. Incentive share options, however, are only available to the Company’s employees. The Company reserves a total of 3,200,000 shares of common stock for issuance pursuant to the 2012 LTIP, subject to certain adjustments set forth in the 2012 LTIP. At December 31, 2015, there were 653,040 options outstanding under the 2012 LTIP Plan, of which 185,788 were exercisable; in addition, there were 571,488 shares of unvested restricted stock outstanding. 2004 Long Term Incentive Plan The 2004 Long Term Incentive Plan (the “2004 LTIP Plan”) reserves 3.1 million shares for issuance (in addition to shares (i) available for future awards as of June 29, 2004 under prior plans or (ii) that become available for future issuance upon the expiration or forfeiture after June 29, 2004 of awards upon prior plans). Awards generally vest on years of service with all awards fully vesting within three years from the date of grant for employees and either three or five years from the date of grant for non-employee directors. Awards can be in the form of a stock option, restricted stock, restricted share unit, performance share unit, or other award form determined by the Board of Directors. Awards granted under the 2004 LTIP Plan expire no later than ten years after the date of the grant. The 2004 LTIP Plan provides an annual grant to non-employee directors of 5,000 shares and limits the future the number of shares that may be awarded under the plan as full value awards to 100,000 shares. At December 31, 2015, there were 609,562 options outstanding under the 2004 LTIP Plan, of which 609,562 were exercisable; in addition, there were no shares of unvested restricted stock outstanding. Stock Purchase Plan The Orthofix International N.V. Amended and Restated Stock Purchase Plan (the “Stock Purchase Plan”) provides for the issuance of shares of the Company’s common stock to eligible employees and directors of the Company and its subsidiaries that elect to participate in the plan and acquire shares of common stock through payroll deductions (including executive officers). During each purchase period, eligible employees may designate between 1% and 25% of their compensation to be deducted for the purchase of common stock under the plan (or such other percentage in order to comply with regulations applicable to Employees domiciled in or resident of a member state of the European Union). For eligible directors, the designated percentage will be an amount equal to his or her annual or other director compensation paid in cash for the current plan year. The purchase price of the shares under the plan is equal to 85% of the fair market value on the first day of the plan year (which is a calendar year, running from January 1 to December 31) or, if lower, on the last day of the plan year. Due to the compensatory nature of such plan, the Company has recorded the related share based compensation in the consolidated statement of operations. The aggregate number of shares reserved for issuance under the Employee Stock Purchase Plan is 1,850,000 shares. As of December 31, 2015, 1,617,827 shares had been issued under the Stock Purchase Plan. Share-Based Compensation: The following tables show the detail of share-based compensation by line item in the consolidated statements of operations as well as by grant type, for the years ended December 31, 2015, 2014 and 2013 and the assumptions for each of these years in which grants were awarded: Year Ended December 31, (U.S. Dollars in thousands) 2015 2014 2013 Cost of sales $ 440 $ 137 $ 104 Sales and marketing 1,304 1,701 1,444 General and administrative 5,051 3,578 4,483 Research and development 419 308 236 Total $ 7,214 $ 5,724 $ 6,267 Year Ended December 31, (U.S. Dollars in thousands) 2015 2014 2013 Stock options $ 1,437 $ 1,391 $ 2,753 Restricted stock awards 4,606 3,400 1,964 Stock purchase plan 1,171 933 1,550 Total $ 7,214 $ 5,724 $ 6,267 Year Ended December 31, Assumptions: 2015 2014 2013 Expected term 4.50 years 5.00 years 5.00 years Expected volatility 31.1% – 31.6% 31.7% – 34.5% 32.1% – 50.8% Risk free interest rate 1.37% – 1.54% 1.52% – 1.70% 0.58% – 1.52% Dividend rate — — — Weighted average fair value of options granted during the year $ 9.49 $ 10.45 $ 10.83 Stock Option Activity: Summaries of the status of the Company’s stock option plans as of December 31, 2015 and 2014 and changes during the year ended December 31, 2015 are presented below: Options Weighted Exercise Price Weighted Average Remaining Contractual Term Outstanding at December 31, 2014 1,527,836 $ 34.91 Granted 208,890 $ 33.28 Exercised (93,184 ) $ 31.19 Forfeited (230,940 ) $ 38.92 Outstanding at December 31, 2015 1,412,602 $ 34.26 5.22 Vested and expected to vest at December 31, 2015 1,332,992 $ 34.39 5.02 Options exercisable at December 31, 2015 795,350 $ 35.06 2.96 The table below summarizes the options outstanding and exercisable by exercise price range as of December 31, 2015: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $10.42 – $21.78 131,000 6.23 $ 21.07 71,004 $ 20.65 $22.75 – $27.98 133,333 5.51 $ 25.14 93,333 $ 24.86 $28.29 – $31.40 131,500 3.66 $ 29.30 114,000 $ 29.29 $31.83 – $32.28 98,150 6.96 $ 32.11 42,500 $ 31.99 $33.12 – $33.12 165,990 9.10 $ 33.12 — $ — $33.24 – $36.25 148,650 8.26 $ 35.64 30,284 $ 36.25 $36.46 – $38.11 129,592 1.35 $ 37.90 119,842 $ 38.02 $38.82 – $39.94 299,687 4.56 $ 39.32 149,687 $ 39.81 $41.37 – $44.97 156,200 2.32 $ 44.10 156,200 $ 44.10 $45.84 – $50.99 18,500 0.92 $ 48.43 18,500 $ 48.43 $10.42 – $50.99 1,412,602 5.22 $ 34.26 795,350 $ 35.06 As of December 31, 2015, the unamortized compensation expense relating to options granted and expected to be recognized was $2.6 million. This amount is expected to be recognized through June 2019. The weighted average remaining contractual life of exercisable options was 2.96 years at December 31, 2015. The total intrinsic value of options exercised was $0.7 million, $2.1 million and $0.4 million for the years ended December 31, 2015, 2014 and 2013, respectively. The aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2015 is calculated as the difference between the exercise price of the underlying options and the market price of the Company’s common stock for the shares that had exercise prices that were lower than the $39.21 closing price of the Company’s stock on December 31, 2015. The aggregate intrinsic value of options outstanding was $8.0 million, $2.4 million and $0.5 million for the years ended December 31, 2015, 2014, and 2013, respectively. The aggregate intrinsic value of options exercisable was $4.3 million, $1.0 million and $0.2 million for the years ended December 31, 2015, 2014 and 2013, respectively. Restricted Stock: During the year ended December 31, 2015, the Company granted to employees and non-employee directors 314,278 shares of restricted stock, 110,660 of which are performance based, which vest at various dates through August 2019. During the year ended December 31, 2014, the Company granted to employees and non-employee directors 358,450 shares of restricted stock, 99,600 of which are performance based, which vest at various dates through December 2018. The compensation expense, which represents the fair value of the stock measured at the market price at the date of grant, less estimated forfeitures, is recognized on a straight-line basis over the vesting period. No compensation expense has been recorded to date related to the performance-based restricted stock awards granted in 2014 or 2015, which vest based upon the achievement of certain earnings targets as the achievement of those targets is not considered probable as of December 31, 2015. The aggregate fair value of restricted stock that vested during the years ended December 31, 2015, 2014 and 2013 was $5.6 million, $2.5 million and $2.1 million, respectively. Unamortized compensation expense related to restricted stock amounted to $16.1 million at December 31, 2015, of which $6.6 million related to performance based restricted stock that is contingent upon meeting certain performance based vesting criteria, and is expected to be recognized over a weighted average period of approximately 2.4 years. The aggregate intrinsic value of restricted stock outstanding was $22.4 million, $13.9 million and $6.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. A summary of the status of our restricted stock as of December 31, 2015 and 2014 and changes during the year ended December 31, 2015 are presented below: Service-based Awards Performance-based Awards Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Non-vested as of December 31, 2014 374,926 $ 30.47 86,050 $ 36.25 Granted 203,618 $ 33.27 110,660 $ 33.12 Vested (183,216 ) $ 30.35 – $ – Cancelled (16,190 ) $ 27.42 (4,400 ) $ 36.25 Non-vested as of December 31, 2015 379,138 $ 32.15 192,310 $ 34.45 |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings per share | 1 7 . Earnings per share No adjustments have been made for the three years ended December 31, 2015, 2014 or 2013 for any common stock equivalents because their effects would be anti-dilutive for purposes of calculating basic and diluted net loss available to common shareholders. Potentially dilutive shares totaled 221,036, 167,583, and 101,672 for 2015, 2014, and 2013, respectively. Additionally, options to purchase shares of common stock with exercise prices in excess of the average market price of common shares are not included in the computation of diluted earnings per share. There were 812,695, 1,062,198 and 1,186,259 outstanding options not included in the diluted earnings per share computation for the year ended December 31, 2015, 2014 and 2013, respectively, because the inclusion of these options was anti-dilutive. During the period January 1, 2016, to February 24, 2016, the Company repurchased an additional 417,078 shares of common stock for $15.9 million, which would have changed the number of common shares or potential common shares outstanding for the period ended December 31, 2015, if these transactions had occurred prior to that date. |
Quarterly financial data (unaud
Quarterly financial data (unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly financial data (unaudited) | 18. Quarterly financial data (unaudited) Condensed Consolidated Statement of Operations (U.S. Dollars, in thousands, except share and per share 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Year 2015 Net sales $ 89,762 $ 100,954 $ 101,151 $ 104,622 $ 396,489 Cost of sales 19,339 21,910 23,865 21,411 86,525 Gross profit 70,423 79,044 77,286 83,211 309,964 Operating expense 77,615 74,116 73,147 75,831 300,709 Operating (loss) income (7,192 ) 4,928 4,139 7,380 9,255 Net (loss) income from continuing operations (7,737 ) 4,077 (788 ) 2,106 (2,342 ) Net (loss) income $ (8,379 ) $ 3,572 $ (1,371 ) $ 3,369 $ (2,809 ) Net income (loss) per common share: Basic: Net (loss) income from continuing operations $ (0.41 ) $ 0.22 $ (0.04 ) $ 0.11 $ (0.12 ) Net (loss) income $ (0.45 ) $ 0.19 $ (0.07 ) $ 0.18 $ (0.15 ) Diluted: Net (loss) income from continuing operations $ (0.41 ) $ 0.21 $ (0.04 ) $ 0.11 $ (0.12 ) Net (loss) income $ (0.45 ) $ 0.19 $ (0.07 ) $ 0.18 $ (0.15 ) (U.S. Dollars, in thousands, except share and per share 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Year 2014 Net sales $ 100,014 $ 100,985 $ 100,994 $ 100,284 $ 402,277 Cost of sales 26,773 25,414 25,268 21,457 98,912 Gross profit 73,241 75,571 75,726 78,827 303,365 Operating expense 73,270 68,867 69,218 74,874 286,229 Operating (loss) income (29 ) 6,704 6,508 3,953 17,136 Net (loss) income from continuing operations (1,948 ) 3,266 28 (5,090 ) (3,744 ) Net (loss) income $ (2,508 ) $ (683 ) $ 452 $ (5,798 ) $ (8,537 ) Net income (loss) per common share: Basic: Net (loss) income from continuing operations $ (0.11 ) $ 0.18 $ 0.00 $ (0.27 ) $ (0.20 ) Net (loss) income $ (0.14 ) $ (0.04 ) $ 0.02 $ (0.31 ) $ (0.46 ) Diluted: Net (loss) income from continuing operations $ (0.11 ) $ 0.18 $ 0.00 $ (0.27 ) $ (0.20 ) Net (loss) income $ (0.14 ) $ (0.04 ) $ 0.02 $ (0.31 ) $ (0.46 ) |
Summary of significant accoun27
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of consolidation | (a) Basis of consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned and majority-owned subsidiaries and entities over which the Company has control. All intercompany accounts and transactions are eliminated in consolidation. |
Recently Adopted Accounting Standards | (b) Recently adopted accounting standards In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, Reporting Discontinued Operations and Disclosures of Components of an Entity. The ASU amends the definition of a discontinued operation and also provides new disclosure requirements for disposals meeting the definition, and for those that do not meet the definition, of a discontinued operation. Under the new guidance, a discontinued operation may include a component or a group of components of an entity, or a business or nonprofit activity that has been disposed of or is classified as held for sale, and represents a strategic shift that has or will have a major effect on an entity's operations and financial results. The ASU also expands the scope to include the disposals of equity method investments and acquired businesses held for sale. Adopting this guidance in 2015 did not have a material impact on the consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, Interest – Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements |
Foreign currency translation | ( d ) Foreign currency translation The financial statements for operations outside the United States are generally maintained in their local currency. All foreign currency denominated balance sheet accounts, except shareholders’ equity, are translated to U.S. dollars at year end exchange rates and revenue and expense items are translated at weighted average rates of exchange prevailing during the year. Gains and losses resulting from the translation of foreign currency are recorded in the accumulated other comprehensive income component of shareholders’ equity. Transactional foreign currency gains and losses, including those generated from intercompany operations, are included in other expense, net and were losses of $3.5 million, $2.4 million and $0.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. |
Cash and cash equivalents | ( e ) Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. |
Restricted cash | ( f ) Restricted cash Restricted cash consisted of cash held at certain subsidiaries, the distribution or transfer of which to Orthofix International N.V. (the “Parent”) or other subsidiaries that are not parties to the Company’s previous 2010 credit facility, which matured and was replaced in 2015 as described in Note 7, was restricted. The Company’s previous 2010 senior secured credit facility restricted the Parent and subsidiaries that are not parties to the facility from access to cash held by Orthofix Holdings, Inc. and its subsidiaries. All credit party subsidiaries had access to this cash for operational and debt repayment purposes. |
Market risk | ( g ) Market risk In the ordinary course of business, the Company is exposed to the impact of changes in interest rates and foreign currency fluctuations. The Company’s objective is to limit the impact of such movements on earnings and cash flows. In order to achieve this objective, the Company seeks to balance its non-U.S. dollar denominated income and expenditures. During 2015, 2014 and 2013, the Company made use of a foreign cross-currency swap agreement to manage cash flow exposure generated from foreign currency fluctuations. The Company generally does not require collateral on trade receivables. |
Inventories | ( h ) Inventories Inventories are valued at the lower of cost or estimated net realizable value, after provision for excess, obsolete or impaired items, which is reviewed and updated on a periodic basis by management. For inventory procured or produced, whether internally or through contract manufacturing arrangements, at our manufacturing facility in Italy, cost is determined on a weighted-average basis, which approximates the first-in, first-out (“FIFO”) method. For inventory procured or produced, whether internally or through contract manufacturing arrangements, at our manufacturing facility in Texas, standard costs, which approximates actual cost on the FIFO method, is used to value inventory. Standard costs are reviewed annually by management, or more often in the event circumstances indicate a change in cost has occurred. The valuation of work-in-process, finished products, field inventory and consignment inventory includes the cost of materials, labor and other production costs. Field inventory represents immediately saleable finished products inventory that is in the possession of the Company’s independent sales representatives. Consignment inventory represents immediately saleable finished products located at third party customers, such as distributors and hospitals. The Company adjusts the value of its inventory to the extent management determines that the cost cannot be recovered due to obsolescence or other factors. In order to make these determinations, management uses estimates of future demand and sales prices for each product to determine the appropriate inventory reserves and to make corresponding adjustments to the carrying value of these inventories to reflect the lower of cost or market value. In the event of a decrease in demand for the Company’s products, or a higher incidence of inventory obsolescence, the Company could be required to increase its inventory reserves, which would increase cost of sales and decrease gross profit. Work-in-process, finished products, field inventory and consignment inventory include material, labor and production overhead costs. Deferred cost of sales result from transactions where the Company has shipped product or performed services for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, revenue and associated cost of sales are recognized. |
Long-lived assets, including intangibles assets | ( i ) Long-lived assets, including intangible assets Property, plant and equipment is stated at cost less accumulated depreciation. Costs include all expenditures necessary to place the asset in service, including freight and sales and use taxes. Plant equipment also includes instrumentation held by customers, which is generally used to facilitate the implantation of the Company’s products. We capitalize system development costs related to our internal use software during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, generally three to seven years. Management evaluates the useful lives of these assets on an annual basis. Depreciation is computed on a straight-line basis over the useful lives of the assets. Depreciation of leasehold improvements is computed over the shorter of the lease term or the useful life of the asset. The useful lives are as follows: Years Buildings 25 to 33 Plant equipment and instrumentation 2 to 10 Furniture and fixtures 4 to 8 Software 3 to 7 Expenditures for maintenance and repairs and minor renewals and improvements, which do not extend the lives of the respective assets, are expensed as incurred. All other expenditures for renewals and improvements are capitalized. The assets and related accumulated depreciation are adjusted for property retirements and disposals, with the resulting gain or loss included in earnings. Fully depreciated assets remain in the accounts until retired from service. Patents and other intangible assets are recorded at cost, or when acquired as a part of a business combination at estimated fair value. These assets primarily include patents, other technology agreements, and trademarks and are amortized over their useful lives using a method of amortization that reflects the pattern in which the economic benefit of the assets is consumed. The Company’s weighted average amortization period for developed technologies is 11 years. Intangible and long-lived assets with finite lives are tested for impairment whenever events or changes in circumstances have occurred that would indicate impairment or a change in the remaining useful life. If an impairment indicator exists, the Company tests the asset for recoverability. For purposes of the recoverability test, the Company groups its long-lived or intangible assets with other assets and liabilities at the lowest level of identifiable cash flows if the asset does not generate cash flows independent of other assets and liabilities. If the carrying value of the asset (asset group) exceeds the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group), the Company will write the carrying value down to the fair value in the period identified. The Company generally calculates fair value of long-lived and intangible assets as the present value of estimated future cash flows. In determining the estimated future cash flows associated with the assets, the Company uses estimates and assumptions about future revenue contributions, cost structures and remaining useful lives of the asset (asset group). The use of alternative assumptions, including estimated cash flows, discount rates, and alternative estimated remaining useful lives could result in different calculations of impairment. |
Goodwill | ( j ) Goodwill The Company tests goodwill at least annually for impairment. The Company tests more frequently if indicators are present or changes in circumstances suggest that impairment may exist. These indicators include, among others, declines in sales, earnings or cash flows, or the development of a material adverse change in the business climate. The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a reporting unit. The Company has identified four reporting units: BioStim, Biologics, Extremity Fixation, and Spine Fixation. In order to calculate the respective carrying values, the Company initially records goodwill based on the purchase price allocation performed at the time of acquisition. Corporate assets and liabilities that directly relate to a reporting unit’s operations are ascribed directly to that reporting unit. Corporate assets and liabilities that are not directly related to a specific reporting unit, but from which the reporting unit benefits, are allocated based on the respective contribution measure of each reporting unit. Effective July 1, 2013, the Company re-aligned its reporting structure and consequently reallocated the carrying value of goodwill from its previous reporting units to its new reporting units based on the relative fair value of each new reporting unit to total enterprise value at July 1, 2013. Upon estimating the fair value of the reporting units, we determined the fair value for two of our reporting units, Extremity Fixation and Spine Fixation, was less than the respective carrying values. As a result, we recorded an impairment of goodwill of $19.2 million during the third quarter of 2013, including $9.8 million for our Extremity Fixation reporting unit and $9.4 million for our Spine Fixation reporting unit. The Company’s annual goodwill impairment analysis, which was performed qualitatively during the fourth quarters of 2014 and 2015, did not result in any additional impairment charge for either the BioStim or Biologics reporting units, the reporting units with remaining goodwill. This qualitative analysis, which is referred to as step zero, considered all relevant factors specific to the reporting units, including macroeconomic conditions, industry and market considerations, overall financial performance and relevant entity-specific events. |
Derivative instruments | ( k ) Derivative instruments The Company manages its exposure to fluctuating cash flows resulting from changes in interest rates and foreign exchange within the consolidated financial statements according to its hedging policy. Under the policy, the Company may engage in non-leveraged transactions involving various financial derivative instruments to manage exposed positions. The policy requires the Company to formally document the relationship between the hedging instrument and hedged item, as well as its risk-management objective and strategy for undertaking the hedge transaction. For instruments designated as a cash flow hedge, the Company formally assesses (both at the hedge’s inception and on an ongoing basis) whether the derivative that is used in the hedging transaction has been effective in offsetting changes in the cash flows of the hedged item and whether such derivative may be expected to remain effective in future periods. If it is determined that a derivative is not (or has ceased to be) effective as a hedge, the Company will discontinue the related hedge accounting prospectively. Such a determination would be made when (1) the derivative is no longer effective in offsetting changes in the cash flows of the hedged item; (2) the derivative expires or is sold, terminated or exercised; or (3) management determines that designating the derivative as a hedging instrument is no longer appropriate. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. The Company records all derivatives as either assets or liabilities on the balance sheet at their respective fair values. For a cash flow hedge, the effective portion of the derivative’s change in fair value (i.e., gains or losses) is initially reported as a component of other comprehensive income, net of related taxes, and subsequently reclassified into net earnings in the period the hedged transaction affects earnings. The Company utilizes a cross-currency swap to manage its foreign currency exposure related to a portion of the Company’s intercompany receivable of a U.S. dollar functional currency subsidiary that is denominated in Euro. The cross-currency swap has been accounted for as a cash flow hedge in accordance with U.S. GAAP . |
Fair value measurements | ( l ) Fair value measurements 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 liability in an orderly transaction between market participants on the measurement date. Non-financial assets and liabilities of the Company measured at fair value include any long-lived assets or equity method investments that are impaired in a currently reported period. The authoritative guidance also describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets and liabilities Level 2 — observable inputs other than quoted prices in active markets for identical assets and liabilities Level 3 — unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions The Company’s financial instruments include cash equivalents, restricted cash, certificates of deposit, treasury securities, collective trust funds, trade accounts receivable, accounts payable, long-term secured debt, available for sale equity and debt securities, common stock warrants, derivative securities, and deferred compensation plan liabilities. The carrying value of restricted cash, trade accounts receivable and accounts payable approximate fair value due to the short-term maturities of these instruments. The Company’s credit facilities carry a floating rate of interest, and therefore, the carrying value is considered to approximate the fair value. The Company’s available for sale equity securities and common stock warrants are recorded at cost, as it is currently impracticable to estimate the fair value of the instruments without incurring excessive costs given the size of the asset and since there have been no events or changes in circumstances that would indicate a significant adverse effect on the fair value of the instruments. See Note 10 for further discussion. |
Accumulated other comprehensive income (loss) | ( m ) Accumulated other comprehensive income (loss) Accumulated other comprehensive income (loss) is comprised of foreign currency translation adjustments; the effective portion of the gain (loss) on the Company’s cross-currency swap, which is designated and accounted for as a cash flow hedge (see Note 9); the unrealized gain (loss) on warrants; and the unrealized gain (loss) on the Company’s debt securities. The components of and changes in accumulated other comprehensive income (loss) are as follows: (U.S. Dollars in thousands) Currency Translation Adjustments Change in Fair Value Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2013 $ 3,651 $ (148 ) $ 3,503 Unrealized gain on derivative instruments, net of tax expense of $59 — 248 248 Currency translation adjustment (1) (4,133 ) — (4,133 ) Balance at December 31, 2014 $ (482 ) $ 100 $ (382 ) Unrealized gain on cross-currency swaps, net of tax expense of $74 — 128 128 Unrealized loss on debt securities (net of tax benefit of $1,277) — (2,071 ) (2,071 ) Currency translation adjustment (1) (3,907 ) — (3,907 ) Balance at December 31, 2015 $ (4,389 ) $ (1,843 ) $ (6,232 ) (1) As the earnings generally remain indefinitely reinvested in the non U.S. dollar denominated foreign subsidiaries, no deferred taxes are recognized on the related currency translation adjustment. |
Revenue recognition and accounts receivable | ( n ) Revenue recognition and accounts receivable Commercial revenue is related to the sale of our implant products, generally representing hospital customers. Revenues are recognized when these products have been utilized and a confirming purchase order has been received from the hospital. Revenue is also derived from third-party payors, including commercial insurance carriers, health maintenance organizations, preferred provider organizations and governmental payors such as Medicare, in connection with the sale of our stimulation products. Revenue is recognized when the stimulation product is placed on and accepted by the patient. Amounts paid by these third-party payors are generally based on fixed or allowable reimbursement rates. These revenues are recorded at the expected or preauthorized reimbursement rates, net of any contractual allowances or adjustments. Certain billings are subject to review by the third-party payors and may be subject to adjustment. Revenue for certain government entities is recorded on a cash-basis as collectability is not reasonably assured. For all distributor revenue, which is primarily related to implant products, we recognize revenue on the sell-through basis, effective April 1, 2013. Prior to this date, we recognized revenue either on a sell-in or sell-through basis, depending on the specific circumstances of the distributor. In some cases we recognized distributor revenue as title and risk of loss passes at either shipment from our facilities or receipt at the distributor’s facility, assuming all other revenue recognition criteria had been achieved (the “sell-in method”). In some cases the revenue recognition criteria for distributor sales were not satisfied at the time of shipment or receipt; specifically, the existence of extra-contractual terms or arrangements caused us not to meet the fixed or determinable criteria for revenue recognition in some cases, and in others collectability had not been established. In situations where we are unable to satisfy the requirements to recognize revenue on the sell-in method, we recognize revenue relating to distributor arrangements once the product is delivered to the end customer (the “sell-through method”). Because we do not have reliable information about when our distributors sell the product through to end customers, we use cash collection from distributors as a basis for revenue recognition under the sell-through method. Although in many cases we are legally entitled to the accounts receivable at the time of shipment, we have not recognized accounts receivables or any corresponding deferred revenues associated with distributor transactions for which revenue is recognized on the sell-through method. For distributors on the sell-in method prior to April 1, 2013, cost of sales were recognized upon shipment. For sell-through distributors, whose revenue is recognized upon cash receipt, we consider whether to match the related cost of sales expense with revenue or to recognize cost of sales expense upon shipment. In making this assessment, we consider the financial viability of our distributors based on their creditworthiness to determine if collectability of amounts sufficient to realize the costs of the products shipped is reasonably assured at the time of shipment to these distributors. In instances where the distributor is determined to be financially viable, we defer the costs of sales until the revenue is recognized. Biologics revenue is primarily related to a collaborative arrangement with MTF. In 2008, the Company entered into a collaborative arrangement with MTF to develop and commercialize Trinity Evolution ® ® ® Revenue excludes any value added or other local taxes, intercompany sales and trade discounts. Shipping and handling costs are included in cost of sales. The process for estimating the ultimate collection of accounts receivable involves significant assumptions and judgments. Historical collection and payor reimbursement experience is an integral part of the estimation process related to reserves for doubtful accounts and the establishment of contractual allowances. Accounts receivable are analyzed on a quarterly basis to assess the adequacy of both reserves for doubtful accounts and contractual allowances. Revisions in allowances for doubtful accounts estimates are recorded as an adjustment to bad debt expense within sales and marketing expenses. Revisions to contractual allowances are recorded as an adjustment to net sales. Our estimates are periodically tested against actual collection experience. |
Sale of accounts receivable | ( o ) Sale of accounts receivable The Company will generally sell receivables from certain Italian hospitals each year. During 2015, 2014, and 2013 the Company sold €10.9 million, €9.8 million, and €12.0 million ($11.9 million, $12.8 million, and $16.0 million) of receivables, respectively. The estimated related fee for 2015, 2014 and 2013 was $0.5 million, $0.4 million and $0.8 million, respectively, which is recorded as interest expense. Trade accounts receivables sold without recourse are removed from the balance sheet at the time of sale. |
Share-based compensation | ( p ) Share-based compensation The fair value of service-based stock options is determined using the Black-Scholes valuation model. Such value is recognized as expense over the service period net of estimated forfeitures. The fair value of market-based stock options is determined at the date of the grant using the Monte Carlo valuation methodology. Such value is recognized as expense over the requisite service period adjusted for estimated forfeitures for each separately vesting tranche of the award. The Monte Carlo methodology that we use to estimate the fair value of market-based options incorporates into the valuation the possibility that the market condition may not be satisfied. The expected term of options granted is estimated based on a number of factors, including the vesting and expiration terms of the award, historical employee exercise behavior for both options that are currently outstanding and options that have been exercised or are expired, the historical volatility of the Company’s common stock and an employee’s average length of service. The risk-free interest rate is determined based upon a constant U.S. Treasury security rate with a contractual life that approximates the expected term of the option award. Management estimates expected volatility based on the historical volatility of the Company’s stock. The compensation expense recognized for all equity-based awards is net of estimated forfeitures. Forfeitures are estimated based on an analysis of actual option forfeitures. We grant performance-based restricted stock awards to executive employees, for which vesting is based upon achieving certain targets for various financial measures. The fair value of performance-based restricted stock awards are recognized, net of estimated forfeitures, over the derived requisite vesting period beginning in the period in which they are deemed probable to vest. |
Shipping and handling costs | ( q ) Shipping and handling costs Shipping and handling costs for products shipped to customers are included in cost of sales, and were $2.2 million, $2.3 million and $2.8 million for the years ended December 31, 2015, 2014 and 2013, respectively. |
Research and development costs | ( r ) Research and development costs Expenditures related to the collaborative arrangement with MTF are expensed based on the terms of the related agreement. There were no payments made to MTF in 2015 and payments totaled $0.3 million and $2.5 million in 2014 and 2013, respectively. Expenditures for other research and development are expensed as incurred. |
Income taxes | ( s ) Income taxes The Company is subject to income taxes in both the U.S. and foreign jurisdictions, and uses estimates in determining the provision for income taxes. The Company accounts for income taxes using the asset and liability method for accounting and reporting for income taxes. Under this method, deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax basis of assets and liabilities using statutory rates. This process requires that the Company project the current tax liability and estimate the deferred tax assets and liabilities, including net operating loss and tax credit carry forwards. In assessing the need for a valuation allowance, the Company considers its recent operating results, availability of taxable income in carryback years, future reversals of taxable temporary differences, future taxable income projections (exclusive of reversing temporary differences) and all prudent and feasible tax planning strategies. The Company accounts for uncertain tax positions in accordance with U.S. GAAP, which contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company re-evaluates income tax positions periodically to consider factors such as changes in facts or circumstances, changes in or interpretations of tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in recognition of a tax benefit or an additional charge to the tax provision. The Company includes interest and any applicable penalties related to tax issues as part of income tax expense in its consolidated financial statements. |
Net income (loss) per common share | ( t ) Net income (loss) per common share Net income (loss) per common share—basic is computed using the weighted average number of common shares outstanding during each of the respective years. Net income (loss) per common share—diluted is computed using the weighted average number of common and common equivalent shares outstanding during each of the respective years using the “treasury stock” method, if dilutive. Common equivalent shares represent the dilutive effect of the assumed exercise of outstanding share options (see Note 17). The difference between basic and diluted shares, if any, results from the assumed exercise of certain outstanding share options. |
Financial instruments and concentration of credit risk | ( u ) Financial instruments and concentration of credit risk Financial instruments that could subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. Generally, the cash is held at large financial institutions and our cash equivalents consist of highly liquid money market funds. The Company performs ongoing credit evaluations of customers, generally does not require collateral, and maintains a reserve for potential credit losses. The Company believes that a concentration of credit risk related to the accounts receivable is limited because the customers are geographically dispersed and the end users are diversified across several industries. Net sales to our customers based in Europe were approximately $53 million in 2015, which results in a substantial portion of our trade accounts receivable balance as of December 31, 2015. It is at least reasonably possible that changes in global economic conditions and/or local operating and economic conditions in the regions these distributors operate, or other factors, could affect the future realization of these accounts receivable balances. |
Recently issued accounting standards | ( v ) Recently issued accounting standards In 2014, the issued ASU 2014-09, Revenue from Contracts with Customers 2014-09 revenue recognition Revenue Recognition (Topic requires entities recognize revenue in way the transfer promised services customers in an reflects the consideration which the entity expects entitled in exchange goods services. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities |
Summary of significant accoun28
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Useful Lives | The useful lives are as follows: Years Buildings 25 to 33 Plant equipment and instrumentation 2 to 10 Furniture and fixtures 4 to 8 Software 3 to 7 |
Components of Changes in Accumulated Other Comprehensive Income (Loss) | The components of and changes in accumulated other comprehensive income (loss) are as follows: (U.S. Dollars in thousands) Currency Translation Adjustments Change in Fair Value Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2013 $ 3,651 $ (148 ) $ 3,503 Unrealized gain on derivative instruments, net of tax expense of $59 — 248 248 Currency translation adjustment (1) (4,133 ) — (4,133 ) Balance at December 31, 2014 $ (482 ) $ 100 $ (382 ) Unrealized gain on cross-currency swaps, net of tax expense of $74 — 128 128 Unrealized loss on debt securities (net of tax benefit of $1,277) — (2,071 ) (2,071 ) Currency translation adjustment (1) (3,907 ) — (3,907 ) Balance at December 31, 2015 $ (4,389 ) $ (1,843 ) $ (6,232 ) (1) As the earnings generally remain indefinitely reinvested in the non U.S. dollar denominated foreign subsidiaries, no deferred taxes are recognized on the related currency translation adjustment. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | December 31, (U.S. Dollars in thousands) 2015 2014 Raw materials $ 4,976 $ 3,879 Work-in-process 5,087 4,830 Finished products 23,155 24,953 Field inventory 17,593 18,003 Consignment inventory 2,199 2,656 Deferred cost of sales 4,553 5,525 $ 57,563 $ 59,846 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property Plant and Equipment | December 31, (U.S. Dollars in thousands) 2015 2014 Cost Buildings $ 3,328 $ 3,683 Plant, equipment and instrumentation 150,366 140,110 Furniture and fixtures 5,711 5,779 159,405 149,572 Accumulated depreciation (107,099 ) (101,023 ) $ 52,306 $ 48,549 |
Patents and other intangible 31
Patents and other intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Patents and Other Intangible Assets | December 31, (U.S. Dollars in thousands) 2015 2014 Cost Patents $ 35,637 $ 35,420 Trademarks—finite lived 439 596 License and other 6,248 7,248 42,324 43,264 Accumulated amortization Patents (32,088 ) (31,198 ) Trademarks—finite lived (392 ) (469 ) License and other (4,542 ) (4,445 ) (37,022 ) (36,112 ) Patents and other intangible assets, net $ 5,302 $ 7,152 |
Schedule of Future Amortization Expense | Future amortization expense for intangibles is estimated as follows: (U.S. Dollars in thousands) Amortization 2016 $ 1,450 2017 1,196 2018 549 2019 551 2020 457 Thereafter 1,099 $ 5,302 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Net Carrying Amount of Goodwill | The following table presents the net carrying value of goodwill by reportable segment: December 31, (U.S. Dollars in thousands) 2015 2014 BioStim $ 42,678 $ 42,678 Biologics 10,887 10,887 Extremity Fixation — — Spine Fixation — — $ 53,565 $ 53,565 |
Other current liabilities (Tabl
Other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Summary of Other Current Liabilities | December 31, (U.S. Dollars in thousands) 2015 2014 Accrued expenses $ 21,480 $ 23,298 Salaries, bonuses, commissions and related taxes payable 18,190 16,879 Accrued legal expenses 22,608 9,548 Other payables 3,319 3,495 $ 65,597 $ 53,220 |
Derivative instruments (Tables)
Derivative instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Values of Derivative Instruments | The tables below disclose the types of derivative instruments the Company owns, the classifications and fair values of these instruments within the balance sheet, and the amount of gain (loss) recognized in other comprehensive income (loss) (“OCI”) or net income (loss). (U.S. Dollars, in thousands) Fair value: (unfavorable) Balance sheet As of December 31, 2015 Cross-currency swap $ 2,485 Prepaid expenses and other current assets Warrants $ 321 Other long-term assets As of December 31, 2014 Cross-currency swap $ 2,504 Other long-term assets Warrants $ 321 Other long-term assets |
Schedule of Gain (Loss) Recognized in Other Comprehensive Income (Loss) | For the year ended December 31, (U.S. Dollars in thousands) 2015 2014 2013 Cross-currency swap unrealized gain (loss), net of taxes $ 128 $ 251 $ (278 ) Warrants unrealized loss, net of taxes $ — $ (3 ) $ (1 ) |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Schedule of Financial Assets and Liabilities Recorded at Fair Value on Recurring Basis | (U.S. Dollars in thousands) Balance December 31, 2015 Level 1 Level 2 Level 3 Assets Collective trust funds $ 1,622 $ — $ 1,622 $ — Treasury securities 495 495 — — Certificates of deposit 337 337 — — Derivative securities 2,485 — 2,485 — Debt securities 12,658 — — 12,658 Total $ 17,597 $ 832 $ 4,107 $ 12,658 Liabilities Deferred compensation plan $ (1,503 ) $ — $ (1,503 ) $ — Total $ (1,503 ) $ — $ (1,503 ) $ — (U.S. Dollars in thousands) Balance December 31, 2014 Level 1 Level 2 Level 3 Assets Collective trust funds $ 1,696 $ — $ 1,696 $ — Treasury securities 586 586 — — Certificates of deposit 1,510 1,510 — — Derivative securities 2,504 — 2,504 — Total $ 6,296 $ 2,096 $ 4,200 $ — Liabilities Deferred compensation plan $ (1,886 ) $ — $ (1,886 ) $ — Total $ (1,886 ) $ — $ (1,886 ) $ — |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Schedule of Reconciliation of Available for Sale Debt Securities | The following table provides a reconciliation of the beginning and ending balances for debt securities measured at fair value using significant unobservable inputs (Level 3): (U.S. Dollars, in thousands) 2015 Balance at January 1, 2015 $ — Additions to debt securities 15,000 Accrued interest income 1,006 Unrealized loss on debt securities (3,348 ) Balance at December 31, 2015 $ 12,658 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Operating Leases | Future minimum lease payments under operating leases as of December 31, 2015 are as follows: (U.S. Dollars in thousands) 2016 $ 3,531 2017 2,905 2018 2,629 2019 2,175 2020 1,732 Thereafter 1,729 $ 14,701 |
Business segment information (T
Business segment information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales by SBU Reporting Segment | The table below presents net sales by SBU reporting segment. Net sales include product sales and marketing service fees. Year Ended December 31, (U.S. Dollars in thousands) 2015 2014 2013 Net Sales Percent of Total Net Sales Net Sales Percent of Total Net Sales Net Sales Percent of Total Net Sales BioStim $ 164,955 41.6 % $ 154,676 38.5 % $ 145,085 36.5 % Biologics 59,832 15.1 % 55,881 13.9 % 53,746 13.5 % Extremity Fixation 96,034 24.2 % 109,678 27.3 % 103,359 26.0 % Spine Fixation 75,668 19.1 % 82,042 20.4 % 95,421 24.0 % Total net sales $ 396,489 100.0 % $ 402,277 100.0 % $ 397,611 100.0 % |
Summary of Net Margin, Defined as Gross Profit Less Sales and Marketing Expenses from Continuing Operations by SBU Reporting Segment | The table below presents net margin, defined as gross profit less sales and marketing expenses by SBU reporting segment: Net Margin by SBU Year Ended December 31, (U.S. Dollars in thousands) 2015 2014 2013 Net margin BioStim $ 67,878 $ 66,096 $ 63,847 Biologics 27,226 26,629 24,794 Extremity Fixation 29,493 31,586 23,704 Spine Fixation 8,547 14,243 4,329 Corporate (1,260 ) (1,736 ) (1,443 ) Total net margin $ 131,884 $ 136,818 $ 115,231 General and administrative 87,157 79,074 67,517 Research and development 26,389 24,994 26,768 Restatements and related costs 9,083 15,614 12,945 Impairment of goodwill — — 19,193 Operating income (loss) $ 9,255 $ 17,136 $ (11,192 ) |
Schedule of Depreciation and Amortization by GBU Reporting Segment | The following table presents depreciation and amortization by SBU reporting segment: Year Ended December 31, (U.S. Dollars in thousands) 2015 2014 2013 BioStim $ 2,933 $ 1,623 $ 1,979 Biologics 1,157 1,161 648 Extremity Fixation 6,636 8,442 7,265 Spine Fixation 10,050 11,711 12,834 Corporate 147 (59 ) 96 Total $ 20,923 $ 22,878 $ 22,822 |
Summary of Net Sales by Geographic Destination | The following data includes net sales by geographic destination: (U.S. Dollars in thousands) 2015 2014 2013 U.S. $ 305,505 $ 294,682 $ 293,032 Italy 15,655 19,573 16,755 United Kingdom 11,376 11,402 10,002 Brazil 13,512 19,633 26,786 Others 50,441 56,987 51,036 Total net sales $ 396,489 $ 402,277 $ 397,611 |
Summary of Property, Plant and Equipment of Reporting Segments by Geographic Area | The following data includes property, plant and equipment by geographic area: (U.S. Dollars in thousands) 2015 2014 U.S. $ 42,534 $ 37,029 Italy 6,015 6,865 United Kingdom 998 1,368 Brazil 1,036 1,308 Others 1,723 1,979 Total $ 52,306 $ 48,549 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) from Continuing Operations Before Provision for Income Taxes | Income (loss) from continuing operations before provision for income taxes consisted of: Year Ended December 31, (U.S. Dollars in thousands) 2015 2014 2013 U.S. $ 15,480 $ 17,532 $ (3,546 ) Non-U.S. (6,973 ) (5,076 ) (7,057 ) Total income (loss) before taxes $ 8,507 $ 12,456 $ (10,603 ) |
Schedule of Provision for (Benefit from) Income Taxes on Continuing Operations | The provision for (benefit from) income taxes on continuing operations in the accompanying consolidated statements of operations consists of the following: Year Ended December 31, (U.S. Dollars in thousands) 2015 2014 2013 U.S. Current $ 6,792 $ 5,067 $ 2,465 Deferred (1,146 ) 2,825 4,013 Total U.S 5,646 7,892 6,478 Non-U.S. Current 3,661 18,186 2,308 Deferred 1,542 (9,878 ) (1,184 ) 5,203 8,308 1,124 Total tax expense $ 10,849 $ 16,200 $ 7,602 |
Schedule of Tax Effects of Significant Temporary Differences Comprising Deferred Tax Assets and Liabilities | Deferred income taxes are provided primarily for net operating loss carryforwards and for temporary differences resulting from items that are recognized in different years for financial statement and income tax reporting purposes. The Company’s deferred tax assets and liabilities are as follows: December 31, (U.S. Dollars in thousands) 2015 2014 Intangible assets and goodwill $ 2,931 $ 4,067 Inventories and related reserves 17,640 19,525 Deferred revenue and cost of goods sold 11,189 10,826 Other accruals and reserves 7,729 5,371 Accrued compensation 2,964 5,004 Allowance for doubtful accounts 2,863 2,094 Accrued interest 17,300 17,555 Net operating loss carryforwards 38,010 34,514 Other, net 4,441 1,202 105,067 100,158 Valuation allowance (43,340 ) (37,438 ) Deferred tax asset $ 61,727 $ 62,720 Withholding taxes (253 ) (229 ) Property, plant and equipment (4,168 ) (6,766 ) Deferred tax liability (4,421 ) (6,995 ) Net deferred tax assets $ 57,306 $ 55,725 |
Schedule of Effective Income Tax Rate Reconciliation for Continuing Operations | The rate reconciliation for continuing operations presented below is based on the U.S. federal income tax rate, rather than the parent company’s country of domicile tax rate. Management believes, given the large proportion of taxable income earned in the United States, such disclosure is more meaningful. (U.S. Dollars in thousands, except percentages) 2015 2014 2013 Amount Percent Amount Percent Amount Percent Statutory U.S. federal income tax rate $ 2,978 35 % $ 4,360 35.0 % $ (3,711 ) 35.0 % State taxes, net of U.S. federal benefit 521 6.1 1,439 11.6 2,039 (19.2 ) Foreign rate differential, including withholding taxes (1,934 ) (22.7 ) 2,386 19.1 747 (7.0 ) Valuation allowance 10,952 128.7 8,672 69.6 3,913 (36.9 ) Italian subsidiary intangible asset (2,076 ) (24.4 ) (2,546 ) (20.4 ) (2,288 ) 21.6 Goodwill impairment — — — — 6,452 (60.9 ) Domestic manufacturing deduction (469 ) (5.5 ) (377 ) (3.0 ) (233 ) 2.2 Italian audit settlement — — 1,048 8.4 — — Other, net 877 10.3 1,218 9.8 683 (6.5 ) Income tax expense/effective rate $ 10,849 127.5 % $ 16,200 130.1 % $ 7,602 (71.7 )% |
Schedule of Gross Unrecognized Tax Benefits (Excluding Interest and Penalties) | A reconciliation of the gross unrecognized tax benefits (excluding interest and penalties) for the years ended December 31, 2015 and December 31, 2014 follows: (U.S. Dollars in thousands) 2015 2014 Balance as of January 1, $ 15,597 $ 723 Additions for current year tax positions 332 14,794 Increases (decreases) for prior year tax positions (86 ) 145 Settlements of prior year tax positions — — Expiration of statutes (80 ) (65 ) Balance as of December 31, $ 15,763 $ 15,597 |
Share-based compensation plans
Share-based compensation plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Share-Based Compensation by Line Item in Consolidated Statements of Operations | The following tables show the detail of share-based compensation by line item in the consolidated statements of operations as well as by grant type, for the years ended December 31, 2015, 2014 and 2013 and the assumptions for each of these years in which grants were awarded: Year Ended December 31, (U.S. Dollars in thousands) 2015 2014 2013 Cost of sales $ 440 $ 137 $ 104 Sales and marketing 1,304 1,701 1,444 General and administrative 5,051 3,578 4,483 Research and development 419 308 236 Total $ 7,214 $ 5,724 $ 6,267 Year Ended December 31, (U.S. Dollars in thousands) 2015 2014 2013 Stock options $ 1,437 $ 1,391 $ 2,753 Restricted stock awards 4,606 3,400 1,964 Stock purchase plan 1,171 933 1,550 Total $ 7,214 $ 5,724 $ 6,267 |
Schedule of Share-based Payment Award, Valuation Assumptions | Year Ended December 31, Assumptions: 2015 2014 2013 Expected term 4.50 years 5.00 years 5.00 years Expected volatility 31.1% – 31.6% 31.7% – 34.5% 32.1% – 50.8% Risk free interest rate 1.37% – 1.54% 1.52% – 1.70% 0.58% – 1.52% Dividend rate — — — Weighted average fair value of options granted during the year $ 9.49 $ 10.45 $ 10.83 |
Schedule of Stock Option Activity | Summaries of the status of the Company’s stock option plans as of December 31, 2015 and 2014 and changes during the year ended December 31, 2015 are presented below: Options Weighted Exercise Price Weighted Average Remaining Contractual Term Outstanding at December 31, 2014 1,527,836 $ 34.91 Granted 208,890 $ 33.28 Exercised (93,184 ) $ 31.19 Forfeited (230,940 ) $ 38.92 Outstanding at December 31, 2015 1,412,602 $ 34.26 5.22 Vested and expected to vest at December 31, 2015 1,332,992 $ 34.39 5.02 Options exercisable at December 31, 2015 795,350 $ 35.06 2.96 |
Schedule of Stock Options Outstanding and Exercisable by Exercise Price Range | The table below summarizes the options outstanding and exercisable by exercise price range as of December 31, 2015: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $10.42 – $21.78 131,000 6.23 $ 21.07 71,004 $ 20.65 $22.75 – $27.98 133,333 5.51 $ 25.14 93,333 $ 24.86 $28.29 – $31.40 131,500 3.66 $ 29.30 114,000 $ 29.29 $31.83 – $32.28 98,150 6.96 $ 32.11 42,500 $ 31.99 $33.12 – $33.12 165,990 9.10 $ 33.12 — $ — $33.24 – $36.25 148,650 8.26 $ 35.64 30,284 $ 36.25 $36.46 – $38.11 129,592 1.35 $ 37.90 119,842 $ 38.02 $38.82 – $39.94 299,687 4.56 $ 39.32 149,687 $ 39.81 $41.37 – $44.97 156,200 2.32 $ 44.10 156,200 $ 44.10 $45.84 – $50.99 18,500 0.92 $ 48.43 18,500 $ 48.43 $10.42 – $50.99 1,412,602 5.22 $ 34.26 795,350 $ 35.06 |
Schedule of Changes in Restricted Stock | A summary of the status of our restricted stock as of December 31, 2015 and 2014 and changes during the year ended December 31, 2015 are presented below: Service-based Awards Performance-based Awards Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Non-vested as of December 31, 2014 374,926 $ 30.47 86,050 $ 36.25 Granted 203,618 $ 33.27 110,660 $ 33.12 Vested (183,216 ) $ 30.35 – $ – Cancelled (16,190 ) $ 27.42 (4,400 ) $ 36.25 Non-vested as of December 31, 2015 379,138 $ 32.15 192,310 $ 34.45 |
Quarterly financial data (una40
Quarterly financial data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Condensed Consolidated Statement of Operations | Condensed Consolidated Statement of Operations (U.S. Dollars, in thousands, except share and per share 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Year 2015 Net sales $ 89,762 $ 100,954 $ 101,151 $ 104,622 $ 396,489 Cost of sales 19,339 21,910 23,865 21,411 86,525 Gross profit 70,423 79,044 77,286 83,211 309,964 Operating expense 77,615 74,116 73,147 75,831 300,709 Operating (loss) income (7,192 ) 4,928 4,139 7,380 9,255 Net (loss) income from continuing operations (7,737 ) 4,077 (788 ) 2,106 (2,342 ) Net (loss) income $ (8,379 ) $ 3,572 $ (1,371 ) $ 3,369 $ (2,809 ) Net income (loss) per common share: Basic: Net (loss) income from continuing operations $ (0.41 ) $ 0.22 $ (0.04 ) $ 0.11 $ (0.12 ) Net (loss) income $ (0.45 ) $ 0.19 $ (0.07 ) $ 0.18 $ (0.15 ) Diluted: Net (loss) income from continuing operations $ (0.41 ) $ 0.21 $ (0.04 ) $ 0.11 $ (0.12 ) Net (loss) income $ (0.45 ) $ 0.19 $ (0.07 ) $ 0.18 $ (0.15 ) (U.S. Dollars, in thousands, except share and per share 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Year 2014 Net sales $ 100,014 $ 100,985 $ 100,994 $ 100,284 $ 402,277 Cost of sales 26,773 25,414 25,268 21,457 98,912 Gross profit 73,241 75,571 75,726 78,827 303,365 Operating expense 73,270 68,867 69,218 74,874 286,229 Operating (loss) income (29 ) 6,704 6,508 3,953 17,136 Net (loss) income from continuing operations (1,948 ) 3,266 28 (5,090 ) (3,744 ) Net (loss) income $ (2,508 ) $ (683 ) $ 452 $ (5,798 ) $ (8,537 ) Net income (loss) per common share: Basic: Net (loss) income from continuing operations $ (0.11 ) $ 0.18 $ 0.00 $ (0.27 ) $ (0.20 ) Net (loss) income $ (0.14 ) $ (0.04 ) $ 0.02 $ (0.31 ) $ (0.46 ) Diluted: Net (loss) income from continuing operations $ (0.11 ) $ 0.18 $ 0.00 $ (0.27 ) $ (0.20 ) Net (loss) income $ (0.14 ) $ (0.04 ) $ 0.02 $ (0.31 ) $ (0.46 ) |
Description of Business - Addit
Description of Business - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015Segment | |
Description Of Business [Abstract] | |
Number Of Reporting Units | 4 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Additional Information (Detail) € in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Sep. 30, 2013USD ($) | Dec. 31, 2015USD ($)Segment | Dec. 31, 2015EUR (€)Segment | Dec. 31, 2014USD ($) | Dec. 31, 2014EUR (€) | Dec. 31, 2013USD ($) | Dec. 31, 2013EUR (€) | Dec. 31, 2009 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||
Deferred income taxes | $ 57,306,000 | $ 55,725,000 | $ 57,306,000 | $ 55,725,000 | ||||||||||||
Transactional foreign currency gains and (losses), including those generated from intercompany operations | $ (3,500,000) | (2,400,000) | $ (500,000) | |||||||||||||
Number Of Reporting Units | Segment | 4 | 4 | ||||||||||||||
Number of reporting units with estimated fair value less than carrying value | Segment | 2 | 2 | ||||||||||||||
Impairment of goodwill | $ 19,200,000 | 19,193,000 | ||||||||||||||
Marketing fee | $ 55,405,000 | 50,752,000 | 48,059,000 | |||||||||||||
Sale of receivables | 11,900,000 | € 10.9 | 12,800,000 | € 9.8 | 16,000,000 | € 12 | ||||||||||
Estimated related fee | 500,000 | 400,000 | 800,000 | |||||||||||||
Shipping and handling costs | 2,200,000 | 2,300,000 | 2,800,000 | |||||||||||||
Net sales | 104,622,000 | $ 101,151,000 | $ 100,954,000 | $ 89,762,000 | 100,284,000 | $ 100,994,000 | $ 100,985,000 | $ 100,014,000 | 396,489,000 | 402,277,000 | 397,611,000 | |||||
Customers and Distributors Based in Europe [Member] | ||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||
Net sales | 53,000,000 | |||||||||||||||
Musculoskeletal Transplant Foundation ("MTF") [Member] | ||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||
Expenditures for other research and development | $ 0 | 300,000 | 2,500,000 | |||||||||||||
Collaborative Arrangement [Member] | Musculoskeletal Transplant Foundation ("MTF") [Member] | ||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||
Period of agreement with MTF | 10 years | |||||||||||||||
Extended Period of existing agreement with MTF | 15 years | 15 years | ||||||||||||||
Marketing fee | $ 55,400,000 | 50,800,000 | 48,100,000 | |||||||||||||
Spine Fixation [Member] | ||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||
Impairment of goodwill | 9,800,000 | |||||||||||||||
Net sales | 75,668,000 | 82,042,000 | 95,421,000 | |||||||||||||
Extremity Fixation [Member] | ||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||
Impairment of goodwill | $ 9,400,000 | |||||||||||||||
Net sales | $ 96,034,000 | 109,678,000 | $ 103,359,000 | |||||||||||||
Developed Technology [Member] | ||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||
Weighted average amortization period ( in years) | 11 years | 11 years | ||||||||||||||
Adjustments for New Accounting Pronouncement [Member] | ||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||
Deferred tax assets, current | $ 37,400,000 | $ 37,400,000 | ||||||||||||||
Deferred income taxes | $ 37,400,000 | $ 37,400,000 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Schedule of Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum [Member] | Buildings [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life, in years | 25 years |
Minimum [Member] | Plant equipment and instrumentation [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life, in years | 2 years |
Minimum [Member] | Furniture and fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life, in years | 4 years |
Minimum [Member] | Software [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life, in years | 3 years |
Maximum [Member] | Buildings [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life, in years | 33 years |
Maximum [Member] | Plant equipment and instrumentation [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life, in years | 10 years |
Maximum [Member] | Furniture and fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life, in years | 8 years |
Maximum [Member] | Software [Member] | |
Property Plant And Equipment [Line Items] | |
Useful life, in years | 7 years |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Schedule of Components of Changes in Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning Balance | $ (382) | ||
Unrealized gain (loss) on derivative instrument net of tax expense/benefit | 128 | $ 248 | $ (279) |
Currency translation adjustment | (3,907) | (4,133) | (1,708) |
Ending Balance | (6,232) | (382) | |
Unrealized loss on debt securities (net of tax benefit) | (2,071) | ||
Currency Translation Adjustments [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning Balance | (482) | 3,651 | |
Currency translation adjustment | (3,907) | (4,133) | |
Ending Balance | (4,389) | (482) | 3,651 |
Change in Fair Value [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning Balance | 100 | (148) | |
Unrealized gain (loss) on derivative instrument net of tax expense/benefit | 128 | 248 | |
Ending Balance | (1,843) | 100 | (148) |
Unrealized loss on debt securities (net of tax benefit) | (2,071) | ||
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning Balance | (382) | 3,503 | |
Unrealized gain (loss) on derivative instrument net of tax expense/benefit | 128 | 248 | (279) |
Currency translation adjustment | (3,907) | (4,133) | (1,708) |
Ending Balance | (6,232) | $ (382) | $ 3,503 |
Unrealized loss on debt securities (net of tax benefit) | $ (2,071) |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Schedule of Components of Changes in Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Deferred taxes recognized on related currency translation adjustment | $ 1,542,000 | $ (9,878,000) | $ (1,184,000) |
Unrealized gain (loss) on derivative instrument, tax expense (benefit) | 74,000 | 59,000 | $ (164,000) |
Unrealized gain (loss) on derivative instrument, tax expense (benefit) | (1,277,000) | ||
Currency Translation Adjustments [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Deferred taxes recognized on related currency translation adjustment | 0 | 0 | |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Deferred taxes recognized on related currency translation adjustment | 0 | 0 | |
Unrealized gain (loss) on derivative instrument, tax expense (benefit) | 74,000 | 59,000 | |
Unrealized gain (loss) on derivative instrument, tax expense (benefit) | 1,277,000 | ||
Change in Fair Value [Member] | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Unrealized gain (loss) on derivative instrument, tax expense (benefit) | 74,000 | $ 59,000 | |
Unrealized gain (loss) on derivative instrument, tax expense (benefit) | $ 1,277,000 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,976 | $ 3,879 |
Work-in-process | 5,087 | 4,830 |
Finished products | 23,155 | 24,953 |
Field inventory | 17,593 | 18,003 |
Consignment inventory | 2,199 | 2,656 |
Deferred cost of sales | 4,553 | 5,525 |
Total inventory | $ 57,563 | $ 59,846 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property,Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Cost | $ 159,405 | $ 149,572 |
Accumulated depreciation | (107,099) | (101,023) |
Total | 52,306 | 48,549 |
Buildings [Member] | ||
Property Plant And Equipment [Line Items] | ||
Cost | 3,328 | 3,683 |
Plant equipment and instrumentation [Member] | ||
Property Plant And Equipment [Line Items] | ||
Cost | 150,366 | 140,110 |
Furniture and fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Cost | $ 5,711 | $ 5,779 |
Property, Plant and Equipment48
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment Useful Life And Values [Abstract] | |||
Capitalized Computer Software, Net | $ 7.6 | $ 9 | |
Amortization of computer software | 4.4 | 3 | $ 2.7 |
Depreciation expense | $ 19.2 | $ 20.6 | $ 20 |
Patents and Other Intangible 49
Patents and Other Intangible Assets - Schedule of Patents and Other Intangibles Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Cost | $ 42,324 | $ 43,264 |
Accumulated amortization | (37,022) | (36,112) |
Patents and other intangible assets, net | 5,302 | 7,152 |
Patents [Member] | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Cost | 35,637 | 35,420 |
Accumulated amortization | (32,088) | (31,198) |
Trademarks—finite lived [Member] | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Cost | 439 | 596 |
Accumulated amortization | (392) | (469) |
Licenses and other [Member] | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Cost | 6,248 | 7,248 |
Accumulated amortization | $ (4,542) | $ (4,445) |
Patents and Other Intangible 50
Patents and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 1.7 | $ 2.3 | $ 2.7 |
Patents and Other Intangible 51
Patents and Other Intangible Assets - Schedule of Future Amortization Expense (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,016 | $ 1,450 |
2,017 | 1,196 |
2,018 | 549 |
2,019 | 551 |
2,020 | 457 |
Thereafter | 1,099 |
Total future amortization expense | $ 5,302 |
Goodwill - Schedule of Net Carr
Goodwill - Schedule of Net Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill [Line Items] | ||
Goodwill | $ 53,565 | $ 53,565 |
BioStim [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 42,678 | 42,678 |
Biologics [Member] | ||
Goodwill [Line Items] | ||
Goodwill | $ 10,887 | $ 10,887 |
Other Current Liabilities - Sum
Other Current Liabilities - Summary of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Accrued expenses | $ 21,480 | $ 23,298 |
Salaries, bonuses, commissions and related taxes payable | 18,190 | 16,879 |
Accrued legal expenses | 22,608 | 9,548 |
Other payables | 3,319 | 3,495 |
Total | $ 65,597 | $ 53,220 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | Aug. 31, 2015USD ($) | Aug. 30, 2015USD ($) | Aug. 30, 2010USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015EUR (€) | Jan. 15, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 7,000,000 | $ 6,300,000 | $ 7,000,000 | € 5,800,000 | ||||
Available capacity under the revolving credit facility | $ 100,000,000 | |||||||
Restricted cash | 34,424,000 | $ 34,424,000 | ||||||
Debt issuance costs incurred | $ 1,825,000 | |||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 200,000,000 | |||||||
2010 Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument term (in years) | 5 years | |||||||
Repayment of debt obligation | $ 20,000,000 | |||||||
Amount outstanding under lines of credit | $ 0 | $ 0 | ||||||
Revolving credit facility expiration date | Aug. 30, 2015 | |||||||
2010 Term Loan Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 100,000,000 | |||||||
2010 Term Loan Facility [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument term (in years) | 5 years | |||||||
2010 Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate (as a Percent) | 2.70% | 2.70% | ||||||
2015 Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Restricted cash | $ 0 | |||||||
Credit agreement maturity date | Aug. 31, 2020 | |||||||
2015 Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument term (in years) | 5 years | |||||||
Maximum borrowing capacity | $ 125,000,000 | |||||||
Maximum borrowing capacity available for issuance of letters of credit | 25,000,000 | |||||||
Maximum additional borrowing capacity | $ 50,000,000 | |||||||
Line of credit, leverage ratio | 3 | |||||||
Line of credit, interest coverage ratio | 300.00% | |||||||
Debt issuance costs incurred | $ 1,800,000 | $ 1,700,000 | $ 400,000 | |||||
2015 Credit Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity available for working capital and other general corporate purposes | $ 50,000,000 | |||||||
Line of credit facility, unused commitment fee percentage | 0.40% | |||||||
2015 Credit Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin on variable rate | 2.50% | |||||||
2015 Credit Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin on variable rate | 1.50% | |||||||
2015 Credit Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, unused commitment fee percentage | 0.25% | |||||||
2015 Credit Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin on variable rate | 1.75% | |||||||
2015 Credit Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin on variable rate | 0.75% |
Stockholders' equity - Addition
Stockholders' equity - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Stockholders Equity Note [Abstract] | |
Share repurchase program, authorized amount | $ 75,000,000 |
Common stock repurchased, shares | shares | 293,991 |
Common stock repurchased, amount | $ 11,600,000 |
Common stock repurchased, price per share | $ / shares | $ 39.37 |
Share repurchase program, remaining authorized amount | $ 63,400,000 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Fair Values of Derivative Instruments (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Prepaid expenses and other current assets [Member] | Cross-Currency swap [Member] | ||
Derivatives Fair Value [Line Items] | ||
Fair value: favorable (unfavorable) | $ 2,485 | |
Other long-term assets [Member] | Cross-Currency swap [Member] | ||
Derivatives Fair Value [Line Items] | ||
Fair value: favorable (unfavorable) | $ 2,504 | |
Other long-term assets [Member] | Warrants [Member] | ||
Derivatives Fair Value [Line Items] | ||
Fair value: favorable (unfavorable) | $ 321 | $ 321 |
Derivative Instruments - Sche57
Derivative Instruments - Schedule of Gain (Loss) Recognized in Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cross-Currency swap [Member] | |||
Derivative [Line Items] | |||
Unrealized gain (loss) on derivative instruments, net of taxes | $ 128 | $ 251 | $ (278) |
Warrants [Member] | |||
Derivative [Line Items] | |||
Unrealized gain (loss) on derivative instruments, net of taxes | $ (3) | $ (1) |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) $ / shares in Units, shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2010USD ($) | Sep. 30, 2010EUR (€) | |
Bone Biologics Inc [Member] | |||
Derivatives Fair Value [Line Items] | |||
Purchase of notes receivable | $ 1,500 | ||
Warrants held for share purchases | shares | 458 | ||
Weighted average exercise price of warrant | $ / shares | $ 1.18 | ||
Warrants exercisable period | 7 years | ||
Swap Agreement [Member] | |||
Derivatives Fair Value [Line Items] | |||
Swap agreement expiration date | Dec. 30, 2016 | ||
Cross-Currency swap [Member] | Designated as Hedging Instrument [Member] | Pay Euros [Member] | |||
Derivatives Fair Value [Line Items] | |||
Notional amount | € | € 9,600,000 | ||
Fixed rate (as a percent) | 5.00% | 5.00% | |
Cross-Currency swap [Member] | Designated as Hedging Instrument [Member] | Receive U.S. dollars [Member] | |||
Derivatives Fair Value [Line Items] | |||
Notional amount | $ 13,000,000 | ||
Fixed rate (as a percent) | 4.635% | 4.635% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Recorded at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Inputs, Level 3 [Member] | Debt Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | $ 12,658 | |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 17,597 | $ 6,296 |
Deferred compensation plan, Liabilities | (1,503) | (1,886) |
Liabilities fair value, Total | (1,503) | (1,886) |
Fair Value, Measurements, Recurring [Member] | Collective Trust Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 1,622 | 1,696 |
Fair Value, Measurements, Recurring [Member] | Treasury Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 495 | 586 |
Fair Value, Measurements, Recurring [Member] | Certificates of Deposit [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 337 | 1,510 |
Fair Value, Measurements, Recurring [Member] | Derivative Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 2,485 | 2,504 |
Fair Value, Measurements, Recurring [Member] | Debt Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 12,658 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 832 | 2,096 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Treasury Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 495 | 586 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Certificates of Deposit [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 337 | 1,510 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 4,107 | 4,200 |
Deferred compensation plan, Liabilities | (1,503) | (1,886) |
Liabilities fair value, Total | (1,503) | (1,886) |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Collective Trust Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 1,622 | 1,696 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Derivative Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 2,485 | $ 2,504 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 12,658 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Debt Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | $ 12,658 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 04, 2015 | Dec. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized loss on debt securities | $ 3,348 | |
Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of debt security | 12,658 | |
Unrealized loss on debt securities | $ 3,348 | |
eNeura Note [Member] | eNeura Inc [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Non-refundable fees paid | $ 300 | |
Accrued interest on promissory note | 8.00% | |
Maturity description of Promissory note | The eNeura Note will mature on the earlier of (i) March 4, 2019, or (ii) exercise of the Option. | |
Debt Instrument, Maturity Date | Mar. 4, 2019 | |
eNeura Note [Member] | eNeura Inc [Member] | Convertible Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Principal amount of promissory note | $ 15,000 |
Fair Value Measurements - Sch61
Fair Value Measurements - Schedule of Reconciliation of Debt Securities (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Unrealized loss on debt securities | $ (3,348) |
Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Additions to debt securities | 15,000 |
Accrued interest income | 1,006 |
Unrealized loss on debt securities | (3,348) |
Ending balance | $ 12,658 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Rent expenses | $ 3 | $ 3.4 | $ 3.4 |
Inventory purchase commitments with third-party | $ 1.1 | $ 2.5 | $ 3 |
Commitments - Schedule of Futur
Commitments - Schedule of Future Minimum Lease Payments Under Operating Leases (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,016 | $ 3,531 |
2,017 | 2,905 |
2,018 | 2,629 |
2,019 | 2,175 |
2,020 | 1,732 |
Thereafter | 1,729 |
Total | $ 14,701 |
Business Segment Information -
Business Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015Segment | |
Segment Reporting [Abstract] | |
Number of strategic business units | 4 |
Business Segment Information 65
Business Segment Information - Schedule of Net Sales by SBU Reporting Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Sales Information [Line Items] | |||||||||||
Net sales | $ 104,622 | $ 101,151 | $ 100,954 | $ 89,762 | $ 100,284 | $ 100,994 | $ 100,985 | $ 100,014 | $ 396,489 | $ 402,277 | $ 397,611 |
Percent of Total Net Sales | 100.00% | 100.00% | 100.00% | ||||||||
BioStim [Member] | |||||||||||
Sales Information [Line Items] | |||||||||||
Net sales | $ 164,955 | $ 154,676 | $ 145,085 | ||||||||
Percent of Total Net Sales | 41.60% | 38.50% | 36.50% | ||||||||
Biologics [Member] | |||||||||||
Sales Information [Line Items] | |||||||||||
Net sales | $ 59,832 | $ 55,881 | $ 53,746 | ||||||||
Percent of Total Net Sales | 15.10% | 13.90% | 13.50% | ||||||||
Extremity Fixation [Member] | |||||||||||
Sales Information [Line Items] | |||||||||||
Net sales | $ 96,034 | $ 109,678 | $ 103,359 | ||||||||
Percent of Total Net Sales | 24.20% | 27.30% | 26.00% | ||||||||
Spine Fixation [Member] | |||||||||||
Sales Information [Line Items] | |||||||||||
Net sales | $ 75,668 | $ 82,042 | $ 95,421 | ||||||||
Percent of Total Net Sales | 19.10% | 20.40% | 24.00% |
Business Segment Information 66
Business Segment Information - Summary of Net Margin, Defined as Gross Profit Less Sales and Marketing Expenses from Continuing Operations by SBU Reporting Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | ||||||||||||
Total net margin | $ 131,884 | $ 136,818 | $ 115,231 | |||||||||
General and administrative | 87,157 | 79,074 | 67,517 | |||||||||
Research and development | 26,389 | 24,994 | 26,768 | |||||||||
Restatements and related costs | 9,083 | 15,614 | 12,945 | |||||||||
Impairment of goodwill | $ 19,200 | 19,193 | ||||||||||
Operating income (loss) | $ 7,380 | $ 4,139 | $ 4,928 | $ (7,192) | $ 3,953 | $ 6,508 | $ 6,704 | $ (29) | 9,255 | 17,136 | (11,192) | |
Extremity Fixation [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Impairment of goodwill | 9,400 | |||||||||||
Spine Fixation [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Impairment of goodwill | $ 9,800 | |||||||||||
Operating Segments [Member] | BioStim [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net margin | 67,878 | 66,096 | 63,847 | |||||||||
Operating Segments [Member] | Biologics [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net margin | 27,226 | 26,629 | 24,794 | |||||||||
Operating Segments [Member] | Extremity Fixation [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net margin | 29,493 | 31,586 | 23,704 | |||||||||
Operating Segments [Member] | Spine Fixation [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net margin | 8,547 | 14,243 | 4,329 | |||||||||
Corporate, Non-Segment [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total net margin | (1,260) | (1,736) | (1,443) | |||||||||
Material Reconciling Items [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
General and administrative | 87,157 | 79,074 | 67,517 | |||||||||
Research and development | 26,389 | 24,994 | 26,768 | |||||||||
Restatements and related costs | 9,083 | 15,614 | 12,945 | |||||||||
Impairment of goodwill | 19,193 | |||||||||||
Operating income (loss) | $ 9,255 | $ 17,136 | $ (11,192) |
Business Segment Information 67
Business Segment Information - Schedule of Depreciation and Amortization by SBU Reporting Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Sales Information [Line Items] | |||
Depreciation and amortization | $ 20,923 | $ 22,878 | $ 22,822 |
Operating Segments [Member] | BioStim [Member] | |||
Sales Information [Line Items] | |||
Depreciation and amortization | 2,933 | 1,623 | 1,979 |
Operating Segments [Member] | Biologics [Member] | |||
Sales Information [Line Items] | |||
Depreciation and amortization | 1,157 | 1,161 | 648 |
Operating Segments [Member] | Extremity Fixation [Member] | |||
Sales Information [Line Items] | |||
Depreciation and amortization | 6,636 | 8,442 | 7,265 |
Operating Segments [Member] | Spine Fixation [Member] | |||
Sales Information [Line Items] | |||
Depreciation and amortization | 10,050 | 11,711 | 12,834 |
Corporate, Non-Segment [Member] | |||
Sales Information [Line Items] | |||
Depreciation and amortization | $ 147 | $ (59) | $ 96 |
Business Segment Information 68
Business Segment Information - Summary of Net Sales by Geographic Destination (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | $ 104,622 | $ 101,151 | $ 100,954 | $ 89,762 | $ 100,284 | $ 100,994 | $ 100,985 | $ 100,014 | $ 396,489 | $ 402,277 | $ 397,611 |
Domestic Tax Authority [Member] | U.S. [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 305,505 | 294,682 | 293,032 | ||||||||
Foreign Tax Authority [Member] | Italy [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 15,655 | 19,573 | 16,755 | ||||||||
Foreign Tax Authority [Member] | United Kingdom [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 11,376 | 11,402 | 10,002 | ||||||||
Foreign Tax Authority [Member] | Brazil [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 13,512 | 19,633 | 26,786 | ||||||||
Foreign Tax Authority [Member] | Others [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | $ 50,441 | $ 56,987 | $ 51,036 |
Business Segment Information 69
Business Segment Information - Summary of Property, Plant and Equipment of Reporting Segments by Geographic Area (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property plant and equipment net | $ 52,306 | $ 48,549 |
U.S. [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property plant and equipment net | 42,534 | 37,029 |
Italy [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property plant and equipment net | 6,015 | 6,865 |
United Kingdom [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property plant and equipment net | 998 | 1,368 |
Brazil [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property plant and equipment net | 1,036 | 1,308 |
Others [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property plant and equipment net | $ 1,723 | $ 1,979 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) from Continuing Operations Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ 15,480 | $ 17,532 | $ (3,546) |
Non-U.S. | (6,973) | (5,076) | (7,057) |
Income (loss) before income taxes | $ 8,507 | $ 12,456 | $ (10,603) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for (Benefit from) Income Taxes on Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
U.S. | |||
Current | $ 6,792 | $ 5,067 | $ 2,465 |
Deferred | (1,146) | 2,825 | 4,013 |
Total U.S | 5,646 | 7,892 | 6,478 |
Non-U.S. | |||
Current | 3,661 | 18,186 | 2,308 |
Deferred | 1,542 | (9,878) | (1,184) |
Total Non U.S | 5,203 | 8,308 | 1,124 |
Income tax expense/effective rate | $ 10,849 | $ 16,200 | $ 7,602 |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Effects of Significant Temporary Differences Comprising Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Intangible assets and goodwill | $ 2,931 | $ 4,067 |
Inventories and related reserves | 17,640 | 19,525 |
Deferred revenue and cost of goods sold | 11,189 | 10,826 |
Other accruals and reserves | 7,729 | 5,371 |
Accrued compensation | 2,964 | 5,004 |
Allowance for doubtful accounts | 2,863 | 2,094 |
Accrued interest | 17,300 | 17,555 |
Net operating loss carryforwards | 38,010 | 34,514 |
Other, net | 4,441 | 1,202 |
Total | 105,067 | 100,158 |
Valuation allowance | (43,340) | (37,438) |
Deferred tax asset | 61,727 | 62,720 |
Withholding taxes | 253 | 229 |
Property, plant and equipment | (4,168) | (6,766) |
Deferred tax liability | 4,421 | 6,995 |
Net deferred tax assets | $ 57,306 | $ 55,725 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Components Of Income Tax Expense Benefit [Line Items] | ||
Net increase in valuation allowance | $ 5.9 | |
Operating loss carry forwards, state, net of tax | 11.9 | |
Operating loss carry forwards, foreign, net of tax | 154.5 | |
Gross unrecognized tax benefit | 15.8 | $ 15.6 |
Accrued interest and penalties related to unrecognized tax benefits | 0.8 | 0.5 |
Unremitted foreign earnings | 439.2 | $ 374.1 |
U.S. Subsidiary [Member] | ||
Components Of Income Tax Expense Benefit [Line Items] | ||
Unremitted foreign earnings | $ 448.8 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation for Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Statutory U.S. federal income tax rate | $ 2,978 | $ 4,360 | $ (3,711) |
State taxes, net of U.S. federal benefit | 521 | 1,439 | 2,039 |
Foreign rate differential, including withholding taxes | (1,934) | 2,386 | 747 |
Valuation allowance | 10,952 | 8,672 | 3,913 |
Italian subsidiary intangible asset | (2,076) | (2,546) | (2,288) |
Goodwill impairment | 6,452 | ||
Domestic manufacturing deduction | (469) | (377) | (233) |
Italian audit settlement | 1,048 | ||
Other, net | 877 | 1,218 | 683 |
Income tax expense/effective rate | $ 10,849 | $ 16,200 | $ 7,602 |
Statutory U.S. federal income tax rate | 35.00% | 35.00% | 35.00% |
State taxes, net of U.S. federal benefit | 6.10% | 11.60% | (19.20%) |
Foreign rate differential, including withholding taxes | (22.70%) | 19.10% | (7.00%) |
Valuation allowance | 128.70% | 69.60% | (36.90%) |
Italian subsidiary intangible asset | (24.40%) | (20.40%) | 21.60% |
Goodwill impairment | (60.90%) | ||
Domestic manufacturing deduction | (5.50%) | (3.00%) | 2.20% |
Italian audit settlement | 8.40% | ||
Other, net | 10.30% | 9.80% | (6.50%) |
Income tax expense/effective rate | 127.50% | 130.10% | (71.70%) |
Income Taxes - Schedule of Gros
Income Taxes - Schedule of Gross Unrecognized Tax Benefits (Excluding Interest and Penalties) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Beginning Balance | $ 15,597 | $ 723 |
Additions for current year tax positions | 332 | 14,794 |
Increases (decreases) for prior year tax positions | (86) | 145 |
Expiration of statutes | (80) | (65) |
Ending Balance | $ 15,763 | $ 15,597 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) - USD ($) | Feb. 29, 2016 | Oct. 29, 2012 | Jun. 06, 2012 | Dec. 31, 2015 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2012 |
Commitment And Contingencies [Line Items] | ||||||||
Amount approved to be paid under the agreement | $ 34,200,000 | |||||||
Interest rate on settlement amount approved to be paid under the agreement (as a percent) | 3.00% | |||||||
Settlement agreement description | The Company agreed to pay $34.2 million (plus interest at a rate of 3% from May 5, 2011 through the day before payment was made) | |||||||
Amount of fine paid | $ 7,800,000 | |||||||
Mandatory special assessment | 400 | |||||||
Amount paid to settlement of claims | 32,000,000 | $ 1,300,000 | ||||||
Amount used from escrow fund through acquisition of Blackstone for legal settlement | $ 32,000,000 | |||||||
Judgments and settlement costs | 300,000 | $ 3,800,000 | $ 6,700,000 | |||||
Discontinued operations for compensatory damages and exemplary damages | $ 5,700,000 | |||||||
IMSS [Member] | ||||||||
Commitment And Contingencies [Line Items] | ||||||||
Agreement consisting of cash and inventory included in general and administrative expense | $ 4,000,000 | |||||||
IMSS [Member] | Subsequent Event [Member] | ||||||||
Commitment And Contingencies [Line Items] | ||||||||
Settlement amount payable in cash | $ 1,000,000 | |||||||
Settlement amount payable in form of products and training | $ 3,000,000 | |||||||
Litigation Related To Promeca | ||||||||
Commitment And Contingencies [Line Items] | ||||||||
Deferred prosecution agreement term | 3 years |
Pensions and Deferred Compens77
Pensions and Deferred Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
National Collective Labor Agreement [Member] | Labor Force Concentration Risk [Member] | Italy [Member] | |||
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items] | |||
Number of employees, percentage | 18.30% | ||
Defined Contribution pension plans for other International employees [Member] | |||
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items] | |||
Expenses incurred for contribution plans | $ 1,100,000 | $ 800,000 | $ 700,000 |
Deferred Compensation Plan [Member] | |||
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items] | |||
Annual deferred compensation provision for leaving indemnity, as a percentage of total commissions earned | 3.50% | ||
Expense for deferred compensation | $ 100,000 | 100,000 | 300,000 |
Deferred compensation payments | 0 | 300,000 | 100,000 |
Amount of deferred compensation payable | $ 1,500,000 | 1,900,000 | |
Orthofix Inc 401(k) Plan [Member] | |||
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items] | |||
Employee contribution limit per calendar year (as a percent of compensation) | 15.00% | ||
Employer match of employee contributions of first level of eligible compensation (as a percent) | 100.00% | ||
Percentage of eligible compensation, matched by employer, level one | 2.00% | ||
Employer match of employee contributions of second level of eligible compensation (as a percent) | 50.00% | ||
Percentage of eligible compensation matched by employer, level two | 4.00% | ||
401 (k) Plans [Member] | |||
Defined Benefit Plans And Other Postretirement Benefit Plans [Line Items] | |||
Expenses incurred for contribution plans | $ 2,000,000 | $ 1,700,000 | $ 2,400,000 |
Share-based Compensation plan78
Share-based Compensation plans - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 29, 2004 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Options outstanding | 1,412,602 | 1,527,836 | ||
Options exercisable | 795,350 | |||
Purchase price of shares equivalent to fair market value | 85.00% | |||
Unamortized compensation expense | $ 2,600 | |||
Weighted average remaining contractual life of exercisable options (in years) | 2 years 11 months 16 days | |||
Total intrinsic value of options exercised | $ 700 | $ 2,100 | $ 400 | |
Closing stock price | $ 39.21 | |||
Aggregate intrinsic value of options outstanding | $ 8,000 | 2,400 | 500 | |
Aggregate intrinsic value of options exercisable | 4,300 | 1,000 | 200 | |
Share-based compensation | 7,214 | $ 5,724 | 6,267 | |
Restricted Stock [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Unamortized compensation expense | $ 16,100 | |||
Non-vested shares | 314,278 | 358,450 | ||
Non-vested shares, vested in period | $ 5,600 | $ 2,500 | 2,100 | |
Weighted-average period for unamortized compensation cost expected to be recognized | 2 years 4 months 24 days | |||
Aggregate intrinsic value of restricted stock outstanding | $ 22,400 | $ 13,900 | 6,500 | |
Performance Based [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Restricted stock outstanding | 192,310 | 86,050 | ||
Unamortized compensation expense | $ 6,600 | |||
Non-vested shares | 110,660 | |||
Share-based compensation | $ 0 | $ 0 | $ 0 | |
2012 LTIP Plan [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Amount of shares reserved for issuance | 3,200,000 | |||
Options outstanding | 653,040 | |||
Options exercisable | 185,788 | |||
Restricted stock outstanding | 571,488 | |||
2004 LTIP Plan [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Amount of shares reserved for issuance | 3,100,000 | |||
Full value award limit | 100,000 | |||
2004 LTIP Plan [Member] | Staff Share Option Plan [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Options outstanding | 609,562 | |||
Options exercisable | 609,562 | |||
Restricted stock outstanding | 0 | |||
Award Contractual term | 10 years | |||
2004 LTIP Plan [Member] | Employees [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Award vesting period | 3 years | |||
2004 LTIP Plan [Member] | Non-Employees Director [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Number of shares approved for annual grant | 5,000 | |||
2004 LTIP Plan [Member] | Minimum [Member] | Non-Employees Director [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Award vesting period | 3 years | |||
2004 LTIP Plan [Member] | Maximum [Member] | Non-Employees Director [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Award vesting period | 5 years | |||
Stock Purchase Plan [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Amount of shares reserved for issuance | 1,850,000 | |||
Maximum percentage of compensation eligible employees to be deducted for purchase of common stock | 25.00% | |||
Shares issued under stock purchase plan | 1,617,827 | |||
Stock Purchase Plan [Member] | Minimum [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Percentage of compensation eligible employees to be deducted for purchase of common stock | 1.00% |
Share-based Compensation Plan79
Share-based Compensation Plans - Schedule of Share-Based Compensation by Line Item in Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share based compensation expense | $ 7,214 | $ 5,724 | $ 6,267 |
Stock options [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share based compensation expense | 1,437 | 1,391 | 2,753 |
Restricted Stock [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share based compensation expense | 4,606 | 3,400 | 1,964 |
Stock purchase plan [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share based compensation expense | 1,171 | 933 | 1,550 |
Cost of sales [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share based compensation expense | 440 | 137 | 104 |
Sales and marketing [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share based compensation expense | 1,304 | 1,701 | 1,444 |
General and administrative [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share based compensation expense | 5,051 | 3,578 | 4,483 |
Research and development [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share based compensation expense | $ 419 | $ 308 | $ 236 |
Share-based Compensation Plan80
Share-based Compensation Plans - Schedule of Share-based Payment Award, Valuation Assumptions (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Abstract] | |||
Expected term | 4 years 6 months | 5 years | 5 years |
Expected volatility | 31.10% | 31.70% | 32.10% |
Expected volatility | 31.60% | 34.50% | 50.80% |
Risk free interest rate, minimum | 1.37% | 1.52% | 0.58% |
Risk free interest rate, maximum | 1.54% | 1.70% | 1.52% |
Weighted average fair value of options granted during the year | $ 9.49 | $ 10.45 | $ 10.83 |
Share-based Compensation Plan81
Share-based Compensation Plans - Schedule of Stock Option Activity (Detail) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Outstanding at the beginning of the period (in shares) | shares | 1,527,836 |
Granted | shares | 208,890 |
Exercised | shares | (93,184) |
Forfeited | shares | (230,940) |
Outstanding at the end of the period (in shares) | shares | 1,412,602 |
Vested and expected to vest | shares | 1,332,992 |
Options exercisable (in shares) | shares | 795,350 |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 34.91 |
Granted | $ / shares | 33.28 |
Exercised | $ / shares | 31.19 |
Forfeited | $ / shares | 38.92 |
Outstanding at the end of the period (in dollars per share) | $ / shares | 34.26 |
Vested and expected to vest | $ / shares | 34.39 |
Options exercisable | $ / shares | $ 35.06 |
Options outstanding, weighted average remaining contractual term | 5 years 2 months 19 days |
Options vested and expected, weighted average remaining contractual term | 5 years 7 days |
Options exercisable, weighted average remaining contractual term | 2 years 11 months 16 days |
Share-based Compensation Plan82
Share-based Compensation Plans - Schedule of Stock Options Outstanding and Exercisable by Exercise Price Range (Detail) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
$10.42 - $21.78 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, low end of range (in dollars per share) | $ 10.42 |
Exercise price, high end of range (in dollars per share) | $ 21.78 |
Number outstanding (in shares) | shares | 131,000 |
Weighted Average Remaining Contractual Life of options outstanding (in years) | 6 years 2 months 23 days |
Weighted Average Exercise Price of options outstanding (in dollars per share) | $ 21.07 |
Number Exercisable (in shares) | shares | 71,004 |
Weighted Average Exercise Price of options exercisable (in dollars per share) | $ 20.65 |
$22.75 – $27.98 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, low end of range (in dollars per share) | 22.75 |
Exercise price, high end of range (in dollars per share) | $ 27.98 |
Number outstanding (in shares) | shares | 133,333 |
Weighted Average Remaining Contractual Life of options outstanding (in years) | 5 years 6 months 4 days |
Weighted Average Exercise Price of options outstanding (in dollars per share) | $ 25.14 |
Number Exercisable (in shares) | shares | 93,333 |
Weighted Average Exercise Price of options exercisable (in dollars per share) | $ 24.86 |
28.29 – $31.40 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, low end of range (in dollars per share) | 28.29 |
Exercise price, high end of range (in dollars per share) | $ 31.40 |
Number outstanding (in shares) | shares | 131,500 |
Weighted Average Remaining Contractual Life of options outstanding (in years) | 3 years 7 months 28 days |
Weighted Average Exercise Price of options outstanding (in dollars per share) | $ 29.30 |
Number Exercisable (in shares) | shares | 114,000 |
Weighted Average Exercise Price of options exercisable (in dollars per share) | $ 29.29 |
$31.83 – $32.28 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, low end of range (in dollars per share) | 31.83 |
Exercise price, high end of range (in dollars per share) | $ 32.28 |
Number outstanding (in shares) | shares | 98,150 |
Weighted Average Remaining Contractual Life of options outstanding (in years) | 6 years 11 months 16 days |
Weighted Average Exercise Price of options outstanding (in dollars per share) | $ 32.11 |
Number Exercisable (in shares) | shares | 42,500 |
Weighted Average Exercise Price of options exercisable (in dollars per share) | $ 31.99 |
$33.12 – $33.12 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, low end of range (in dollars per share) | 33.12 |
Exercise price, high end of range (in dollars per share) | $ 33.12 |
Number outstanding (in shares) | shares | 165,990 |
Weighted Average Remaining Contractual Life of options outstanding (in years) | 9 years 1 month 6 days |
Weighted Average Exercise Price of options outstanding (in dollars per share) | $ 33.12 |
$33.24 – $36.25 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, low end of range (in dollars per share) | 33.24 |
Exercise price, high end of range (in dollars per share) | $ 36.25 |
Number outstanding (in shares) | shares | 148,650 |
Weighted Average Remaining Contractual Life of options outstanding (in years) | 8 years 3 months 4 days |
Weighted Average Exercise Price of options outstanding (in dollars per share) | $ 35.64 |
Number Exercisable (in shares) | shares | 30,284 |
Weighted Average Exercise Price of options exercisable (in dollars per share) | $ 36.25 |
$ $36.46 – $38.11 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, low end of range (in dollars per share) | 36.46 |
Exercise price, high end of range (in dollars per share) | $ 38.11 |
Number outstanding (in shares) | shares | 129,592 |
Weighted Average Remaining Contractual Life of options outstanding (in years) | 1 year 4 months 6 days |
Weighted Average Exercise Price of options outstanding (in dollars per share) | $ 37.90 |
Number Exercisable (in shares) | shares | 119,842 |
Weighted Average Exercise Price of options exercisable (in dollars per share) | $ 38.02 |
$38.82 – $39.94 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, low end of range (in dollars per share) | 38.82 |
Exercise price, high end of range (in dollars per share) | $ 39.94 |
Number outstanding (in shares) | shares | 299,687 |
Weighted Average Remaining Contractual Life of options outstanding (in years) | 4 years 6 months 22 days |
Weighted Average Exercise Price of options outstanding (in dollars per share) | $ 39.32 |
Number Exercisable (in shares) | shares | 149,687 |
Weighted Average Exercise Price of options exercisable (in dollars per share) | $ 39.81 |
$41.37 – $44.97 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, low end of range (in dollars per share) | 41.37 |
Exercise price, high end of range (in dollars per share) | $ 44.97 |
Number outstanding (in shares) | shares | 156,200 |
Weighted Average Remaining Contractual Life of options outstanding (in years) | 2 years 3 months 26 days |
Weighted Average Exercise Price of options outstanding (in dollars per share) | $ 44.10 |
Number Exercisable (in shares) | shares | 156,200 |
Weighted Average Exercise Price of options exercisable (in dollars per share) | $ 44.10 |
$45.84 - $50.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, low end of range (in dollars per share) | 45.84 |
Exercise price, high end of range (in dollars per share) | $ 50.99 |
Number outstanding (in shares) | shares | 18,500 |
Weighted Average Remaining Contractual Life of options outstanding (in years) | 11 months 1 day |
Weighted Average Exercise Price of options outstanding (in dollars per share) | $ 48.43 |
Number Exercisable (in shares) | shares | 18,500 |
Weighted Average Exercise Price of options exercisable (in dollars per share) | $ 48.43 |
$10.42 - $50.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, low end of range (in dollars per share) | 10.42 |
Exercise price, high end of range (in dollars per share) | $ 50.99 |
Number outstanding (in shares) | shares | 1,412,602 |
Weighted Average Remaining Contractual Life of options outstanding (in years) | 5 years 2 months 19 days |
Weighted Average Exercise Price of options outstanding (in dollars per share) | $ 34.26 |
Number Exercisable (in shares) | shares | 795,350 |
Weighted Average Exercise Price of options exercisable (in dollars per share) | $ 35.06 |
Share-based Compensation Plan83
Share-based Compensation Plans - Schedule of Changes in Restricted Stock (Detail) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Service-based Awards [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Non-vested at the beginning of the period (in shares) | shares | 374,926 |
Granted (in shares) | shares | 203,618 |
Vested (in shares) | shares | (183,216) |
Cancelled (in shares) | shares | (16,190) |
Non-vested at the end of the period (in shares) | shares | 379,138 |
Non-vested at the beginning of period (in dollars per share) | $ / shares | $ 30.47 |
Granted (in dollars per share) | $ / shares | 33.27 |
Vested (in dollars per share) | $ / shares | 30.35 |
Cancelled (in dollars per share) | $ / shares | 27.42 |
Non-vested at the end of period (in dollars per share) | $ / shares | $ 32.15 |
Performance-based Awards [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Non-vested at the beginning of the period (in shares) | shares | 86,050 |
Granted (in shares) | shares | 110,660 |
Cancelled (in shares) | shares | (4,400) |
Non-vested at the end of the period (in shares) | shares | 192,310 |
Non-vested at the beginning of period (in dollars per share) | $ / shares | $ 36.25 |
Granted (in dollars per share) | $ / shares | 33.12 |
Cancelled (in dollars per share) | $ / shares | 36.25 |
Non-vested at the end of period (in dollars per share) | $ / shares | $ 34.45 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - USD ($) $ in Millions | 2 Months Ended | 12 Months Ended | ||
Feb. 24, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Repurchase of additional common stock, shares | 293,991 | |||
Repurchase of additional common stock, value | $ 11.6 | |||
Subsequent Event [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Repurchase of additional common stock, shares | 417,078 | |||
Repurchase of additional common stock, value | $ 15.9 | |||
Common Stock Equivalents [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Outstanding awards and options not included in diluted earnings per share | 812,695 | 1,062,198 | 1,186,259 | |
Common Stock Equivalents [Member] | Performance-based restricted stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Outstanding awards and options not included in diluted earnings per share | 221,036 | 167,583 | 101,672 |
Quarterly Financial Data - Cond
Quarterly Financial Data - Condensed Consolidated Statement of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 104,622 | $ 101,151 | $ 100,954 | $ 89,762 | $ 100,284 | $ 100,994 | $ 100,985 | $ 100,014 | $ 396,489 | $ 402,277 | $ 397,611 |
Cost of sales | 21,411 | 23,865 | 21,910 | 19,339 | 21,457 | 25,268 | 25,414 | 26,773 | 86,525 | 98,912 | 106,912 |
Gross profit | 83,211 | 77,286 | 79,044 | 70,423 | 78,827 | 75,726 | 75,571 | 73,241 | 309,964 | 303,365 | 290,699 |
Operating expense | 75,831 | 73,147 | 74,116 | 77,615 | 74,874 | 69,218 | 68,867 | 73,270 | 300,709 | 286,229 | 301,891 |
Operating income (loss) | 7,380 | 4,139 | 4,928 | (7,192) | 3,953 | 6,508 | 6,704 | (29) | 9,255 | 17,136 | (11,192) |
Net (loss) income from continuing operations | 2,106 | (788) | 4,077 | (7,737) | (5,090) | 28 | 3,266 | (1,948) | (2,342) | (3,744) | (18,205) |
Net (loss) income | $ 3,369 | $ (1,371) | $ 3,572 | $ (8,379) | $ (5,798) | $ 452 | $ (683) | $ (2,508) | $ (2,809) | $ (8,537) | $ (28,812) |
Basic: | |||||||||||
Net (loss) income from continuing operations | $ 0.11 | $ (0.04) | $ 0.22 | $ (0.41) | $ (0.27) | $ 0 | $ 0.18 | $ (0.11) | $ (0.12) | $ (0.20) | |
Net (loss) income | 0.18 | (0.07) | 0.19 | (0.45) | (0.31) | 0.02 | (0.04) | (0.14) | (0.15) | (0.46) | |
Diluted: | |||||||||||
Net (loss) income from continuing operations | 0.11 | (0.04) | 0.21 | (0.41) | (0.27) | 0 | 0.18 | (0.11) | (0.12) | (0.20) | |
Net (loss) income | $ 0.18 | $ (0.07) | $ 0.19 | $ (0.45) | $ (0.31) | $ 0.02 | $ (0.04) | $ (0.14) | $ (0.15) | $ (0.46) |