Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 25, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | OFIX | |
Entity Registrant Name | ORTHOFIX INTERNATIONAL N V | |
Entity Central Index Key | 884,624 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 18,230,038 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 39,846 | $ 63,663 |
Trade accounts receivable, less allowance for doubtful accounts of $9,680 and $8,923 at March 31, 2016 and December 31, 2015, respectively | 55,267 | 59,839 |
Inventories | 59,787 | 57,563 |
Prepaid expenses and other current assets | 19,067 | 31,187 |
Total current assets | 173,967 | 212,252 |
Property, plant and equipment, net | 53,645 | 52,306 |
Patents and other intangible assets, net | 5,602 | 5,302 |
Goodwill | 53,565 | 53,565 |
Deferred income taxes | 56,439 | 57,306 |
Other long-term assets | 19,557 | 19,491 |
Total assets | 362,775 | 400,222 |
Current liabilities: | ||
Trade accounts payable | 13,524 | 16,391 |
Other current liabilities | 45,472 | 65,597 |
Total current liabilities | 58,996 | 81,988 |
Other long-term liabilities | 28,308 | 27,923 |
Total liabilities | $ 87,304 | $ 109,911 |
Contingencies (Note 11) | ||
Shareholders’ equity: | ||
Common shares $0.10 par value; 50,000,000 shares authorized; 18,186,835 and 18,659,696 issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | $ 1,819 | $ 1,866 |
Additional paid-in capital | 212,720 | 232,126 |
Retained earnings | 66,444 | 62,551 |
Accumulated other comprehensive loss | (5,512) | (6,232) |
Total shareholders’ equity | 275,471 | 290,311 |
Total liabilities and shareholders’ equity | $ 362,775 | $ 400,222 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Trade accounts receivable, allowance for doubtful accounts | $ 9,680 | $ 8,923 |
Common shares, par value | $ 0.10 | $ 0.10 |
Common shares, authorized | 50,000,000 | 50,000,000 |
Common shares, issued | 18,186,835 | 18,659,696 |
Common shares, outstanding | 18,186,835 | 18,659,696 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Product sales | $ 85,625 | $ 76,832 |
Marketing service fees | 13,054 | 12,930 |
Net sales | 98,679 | 89,762 |
Cost of sales | 22,136 | 19,339 |
Gross profit | 76,543 | 70,423 |
Operating expenses | ||
Sales and marketing | 44,816 | 44,285 |
General and administrative | 16,718 | 21,569 |
Research and development | 7,636 | 5,845 |
Restatements and related costs | 245 | 5,916 |
Total operating expenses | 69,415 | 77,615 |
Operating income (loss) | 7,128 | (7,192) |
Other income and expense | ||
Interest expense, net | (38) | (272) |
Other income, net | 1,833 | 691 |
Total other income (expense) | 1,795 | 419 |
Income (loss) before income taxes | 8,923 | (6,773) |
Income tax expense | (4,294) | (964) |
Net income (loss) from continuing operations | 4,629 | (7,737) |
Discontinued operations (Note 11) | ||
Loss from discontinued operations | (990) | (781) |
Income tax benefit | 254 | 139 |
Net loss from discontinued operations | (736) | (642) |
Net income (loss) | $ 3,893 | $ (8,379) |
Net income (loss) per common share—basic: | ||
Net income (loss) from continuing operations | $ 0.25 | $ (0.41) |
Net loss from discontinued operations | (0.04) | (0.04) |
Net income (loss) per common share—basic: | 0.21 | (0.45) |
Net income (loss) per common share—diluted: | ||
Net income (loss) from continuing operations | 0.25 | (0.41) |
Net loss from discontinued operations | (0.04) | (0.04) |
Net income (loss) per common share—diluted: | $ 0.21 | $ (0.45) |
Weighted average number of common shares: | ||
Basic | 18,477,881 | 18,731,985 |
Diluted | 18,749,401 | 18,731,985 |
Other comprehensive income (loss): | ||
Unrealized gain on derivative instruments, net of tax | $ 26 | $ 665 |
Unrealized loss on debt securities, net of tax | (527) | |
Foreign currency translation adjustment | 1,221 | (4,860) |
Comprehensive income (loss) | $ 4,613 | $ (12,574) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net cash provided by operating activities | $ 4,424 | $ 2,543 |
Cash flows from investing activities: | ||
Capital expenditures for property, plant and equipment | (6,083) | (5,074) |
Capital expenditures for intangible assets | (316) | (39) |
Purchase of other investments | (1,000) | |
Purchase of debt securities | (15,250) | |
Net proceeds from sale of assets | 4,800 | |
Net cash used in investing activities | (7,399) | (15,563) |
Cash flows from financing activities: | ||
Net proceeds from issuance of common shares | 4,742 | 1,710 |
Changes in restricted cash | 7,171 | |
Repurchase and retirement of common shares | (26,464) | |
Excess income tax benefit on employee stock-based awards | 222 | 57 |
Net cash provided by (used in) financing activities | (21,500) | 8,938 |
Effect of exchange rate changes on cash | 658 | (2,949) |
Net increase in cash and cash equivalents | (23,817) | (7,031) |
Cash and cash equivalents at the beginning of the period | 63,663 | 36,815 |
Cash and cash equivalents at the end of the period | $ 39,846 | $ 29,784 |
Nature of operations, basis of
Nature of operations, basis of presentation and recently issues accounting pronouncements | 3 Months Ended |
Mar. 31, 2016 | |
Organization Consolidation Basis Of Presentation Business Description And Accounting Policies [Abstract] | |
Nature of operations, basis of presentation and recently issues accounting pronouncements | 1. Nature of operations, basis of presentation and recently issued accounting pronouncements Nature of operations Orthofix International N.V. (together with its subsidiaries, the “Company”) is a diversified, global medical device company focused on improving patients’ lives by providing superior reconstructive and regenerative orthopedic and spine solutions to physicians. The Company is comprised of four reportable segments: BioStim, Biologics, Extremity Fixation and Spine Fixation supported by corporate activities. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair statement have been included. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (the “2015 Form 10-K”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates including those related to revenue recognition, contractual allowances, doubtful accounts, inventories, potential goodwill and intangible asset impairment, fair value measurements, litigation and contingent liabilities, income taxes, and shared-based compensation. Actual results could differ from these estimates. As permitted under U.S. GAAP, interim accounting for certain expenses, including income taxes, are based on full year forecasts. As previously disclosed, the Company identified a classification error in its statement of cash flows for the quarter ended March 31, 2015. This classification error has been corrected in the comparative presentation of the statement of cash flows for the three months ended March 31, 2015 contained herein. Recently issued accounting pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers 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 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | 2. Inventories The Company’s inventories are valued at the lower of cost or estimated net realizable value, after provision for excess or obsolete items, which is reviewed and updated on a periodic basis by management determined on a first-in, first-out basis. Work-in-process and finished products include the cost of materials, labor and other production costs. Finished products include field inventory which represents immediately saleable finished products that are in the possession of the Company’s independent sales representatives, and consignment inventory which represents immediately saleable finished products located at third party customers, such as distributors and hospitals. Deferred cost of sales result from transactions where the Company has shipped product or performed services for which all revenue recognition criteria have not been met. Once the revenue recognition criteria have been met, both the revenues and associated cost of sales are recognized. Inventories were as follows: (U.S. Dollars, in thousands) March 31, 2016 December 31, 2015 Raw materials $ 3,923 $ 4,976 Work-in-process 5,593 5,087 Finished products 46,066 42,947 Deferred cost of sales 4,205 4,553 Total inventory $ 59,787 $ 57,563 |
Long-term debt
Long-term debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-term debt | 3. Long-term debt On August 31, 2015, the Company, through certain of its subsidiaries entered into a Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent, and certain lenders party thereto. The Credit Agreement provides for a five year $125 million secured revolving credit facility (the “Facility”). As of March 31, 2016, the Company has not made any borrowings under the Credit Agreement. In addition, the Credit Agreement contains financial covenants requiring the Company 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 based upon the Company’s consolidated adjusted earnings. The Company is in compliance with all required financial covenants as of March 31, 2016. The 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. The Company had no borrowings and an unused available line of credit of €5.8 million ($6.6 million and $6.3 million) at March 31, 2016 and December 31, 2015, respectively, on its Italian line of credit. This unsecured line of credit provides the Company the option to borrow amounts in Italy at rates which are determined at the time of borrowing. |
Derivative instruments
Derivative instruments | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative instruments | 4. Derivative instruments In the ordinary course of business, the Company is exposed to the impact of changes in interest rates and foreign currency fluctuations. During 2016 and 2015 the Company made use of a foreign cross-currency swap agreement to manage cash flow exposure generated from foreign currency fluctuations. 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). (U.S. Dollars, in thousands) As of March 31, 2016 Fair f (unfavorable) Balance sheet classification Cross-currency swap $ 2,033 Prepaid expenses and other current assets Warrants $ 321 Other long-term assets As of December 31, 2015 Cross-currency swap $ 2,485 Prepaid expenses and other current assets Warrants $ 321 Other long-term assets Three Months Ended March 31, (U.S. Dollars, in thousands) 2016 2015 Cross-currency swap unrealized gain (loss), net of taxes $ 26 $ 669 Warrants unrealized loss, net of taxes $ — $ (4 ) |
Fair value measurements
Fair value measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | 5. Fair value measurements The fair value of the Company’s financial assets and liabilities on a recurring basis were as follows: (U.S. Dollars, in thousands) March 31, 2016 Level 1 Level 2 Level 3 Assets Collective trust funds $ 1,591 $ — $ 1,591 $ — Treasury securities 513 513 — — Certificates of deposit 384 384 — — Derivative securities 2,033 — 2,033 — Debt securities 12,150 — — 12,150 Total $ 16,671 $ 897 $ 3,624 $ 12,150 Liabilities Deferred compensation plan $ (1,459 ) $ — $ (1,459 ) $ — Total $ (1,459 ) $ — $ (1,459 ) $ — (U.S. Dollars, in thousands) 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 ) $ — Debt Securities 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. During the fourth quarter of 2015, the Company determined that the carrying value of the instrument exceeded its fair value, resulting in an impairment of $3.3 million, which the Company recorded in accumulated other comprehensive loss as an unrealized loss on debt securities. 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) Balance at December 31, 2015 $ 12,658 Accrued interest income 316 Unrealized loss on debt securities (824 ) Balance at March 31, 2016 $ 12,150 |
Accumulated other comprehensive
Accumulated other comprehensive loss | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Accumulated other comprehensive loss | 6. Accumulated other comprehensive loss Accumulated other comprehensive 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; the unrealized gain (loss) on warrants; and the unrealized loss on the Company’s debt securities. The components of and changes in accumulated other comprehensive loss were as follows: (U.S. Dollars, in thousands) Currency Translation Adjustments Change in Fair Value of Derivatives Change in Fair Value of Debt Securities Accumulated Other Comprehensive Loss Balance at December 31, 2015 $ (4,389 ) $ 228 $ (2,071 ) $ (6,232 ) Unrealized gain on derivative instruments, net of tax of $22 — 26 — 26 Unrealized loss on debt securities, net of tax benefit of $297 — — (527 ) (527 ) Foreign currency translation adjustment (1) 1,221 — — 1,221 Balance at March 31, 2016 $ (3,168 ) $ 254 $ (2,598 ) $ (5,512 ) ___________________________________________ (1) As unremitted earnings generally remain indefinitely reinvested in the non U.S. dollar denominated foreign subsidiaries, no deferred taxes are recognized on the related foreign currency translation adjustment. |
Earnings per share
Earnings per share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per share | 7. Earnings per share For the three months ended March 31, 2016 and 2015, no adjustments were made to net income (loss) for purposes of calculating basic and diluted net income (loss) available to common shareholders. The following is a reconciliation of the weighted average shares used in the basic and diluted net loss per common share computations. Three Months Ended March 31, 2016 2015 Weighted average common shares-basic 18,477,881 18,731,985 Effect of dilutive securities: Unexercised stock options net of treasury share repurchase 271,520 — Weighted average common shares-diluted 18,749,401 18,731,985 Performance-based restricted stock awards and 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 387,396 and 894,565 outstanding awards and options not included in the diluted earnings per share computation for the three months ended March 31, 2016 and 2015, respectively, because their inclusion was antidilutive. Due to the Company having a net loss from continuing operations position for the three months ended March 31, 2015, 182,266 potentially dilutive shares were excluded from the computation as their effects would be antidilutive. |
Share-based compensation
Share-based compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based compensation | 8. Share-based compensation All share-based compensation costs are measured at the grant date, based on the estimated fair value of the award, and recognized as expense in the condensed consolidated statements of operations over the requisite service period. The Company recognized $2.0 million and $1.8 million of share-based compensation expense for the three months ended March 31, 2016 and 2015, respectively. On June 30, 2014, the Company granted 99,600 performance-based restricted share awards to officers and certain employees. Vesting is based on achieving earnings targets in two consecutive rolling four quarter periods. As of March 31, 2016, no expense has been recognized for these contingent restricted share awards. On June 30, 2015, the Company granted 68,750 performance-based restricted share awards to officers and on August 5, 2015, granted an additional 41,910 performance-based restricted share awards to other members of management. Vesting is based on achieving earnings and return on invested capital targets as of and for the years ended December 31, 2016, 2017 or 2018. As of March 31, 2016, no expense has been recognized for these contingent restricted share awards. During the three months ended March 31, 2016 and 2015, there were 203,398 and 145,866 shares, respectively, of common stock issued related to stock purchase plan issuances, stock option exercises and the vesting of restricted stock awards. |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 9. Income taxes In the first quarter, our effective tax rate on continuing operations was 48.1%, or $4.3 million, as compared to (14.2)%, or $1.0 million, for the same period in the prior year. Excluding the impact of various discrete charges, the effective tax rate on continuing operations for the first quarter of 2016 and 2015 was 46.3% and (9.2)%, respectively. The Company’s effective tax rate for the three months ended March 31, 2016 was impacted by the Company’s mix of earnings among various tax jurisdictions, state taxes, and current period losses in certain jurisdictions for which the Company does not currently receive a tax benefit. 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 these examinations will have a material impact on our financial statements and cannot predict the timing regarding resolution of those tax examinations. |
Business segment information
Business segment information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Business segment information | 10. Business segment information The Company has four strategic business units (“SBUs”), which are comprised of BioStim, Biologics, Extremity Fixation, and Spine Fixation supported by corporate activities. The primary metric used 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. The tables below present net sales for continuing operations by SBU reporting segment. Net sales include product sales and marketing service fees. Marketing service fees, which are recorded on a net basis, are comprised of fees earned for the marketing of Trinity Evolution ® ® Three Months Ended March 31, (U.S. Dollars, in thousands) 2016 2015 Reported Change Constant Currency Change BioStim $ 41,044 $ 37,700 8.9 % 8.9 % Biologics 14,094 13,961 1.0 % 1.0 % Extremity Fixation 24,709 21,815 13.3 % 20.9 % Spine Fixation 18,832 16,286 15.6 % 15.8 % Total net sales $ 98,679 $ 89,762 9.9 % 11.8 % The table below presents net margin by SBU reporting segment: Three Months Ended March 31, (U.S. Dollars, in thousands) 2016 2015 BioStim $ 16,411 $ 14,013 Biologics 6,104 5,944 Extremity Fixation 7,178 7,016 Spine Fixation 2,336 (529 ) Corporate (302 ) (306 ) Total net margin 31,727 26,138 General and administrative 16,718 21,569 Research and development 7,636 5,845 Restatements and related costs 245 5,916 Operating income (loss) $ 7,128 $ (7,192 ) |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 11. Contingencies The Company is party to outstanding legal proceedings, investigations and claims, as previously described in (i) Part I, Item 3, “Legal Proceedings,” of the 2015 Form 10-K and (ii) note 14 to the Company’s audited consolidated financial statements filed with the 2015 Form 10-K. The Company believes that it is unlikely that the outcome of any of these matters 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 of these legal proceedings, investigations (including any settlement discussions with the government seeking to resolve such investigations) or claims, and there can be no assurance that the ultimate resolution of any such matters will not have a material adverse impact on the Company’s consolidated financial position, results of operations, or cash flows. In addition to the matters described in the paragraphs below and in the 2015 Form 10-K, 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 with respect to these additional matters 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 29, 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 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. 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 has not reached a settlement or judgment in 2016 and incurred losses for settlements and judgments in connection with these matters during 2015 of $0.3 million. 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 $1.3 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. Remaining cold therapy claims include a putative consumer class of individuals who did not suffer physical harm following use of the devices, and an appeal of an adverse July 2012 California jury verdict and a post-close cold therapy claim pending in California state court. As of March 31, 2016, we have accrued $6.0 million for the July 2012 verdict and post-close cold therapy liabilities; however, actual liability could be higher or lower than the amount accrued. The putative class action is at an early stage and the Company currently cannot reasonably estimate the possible loss, or range of loss. Charges incurred as a result of this indemnification are reflected as discontinued operations in our Condensed Consolidated Statements of Operations and Comprehensive Loss. |
Share repurchase plan
Share repurchase plan | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders Equity Note [Abstract] | |
Share Repurchase Plan | 12. Share repurchase plan 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 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. During the quarter ended March 31, 2016, the Company repurchased 676,259 shares of common stock for $26.5 million with an average price per share of $39.13 which were all retired upon repurchase. As of March 31, 2016, there was $37.0 million remaining under this share repurchase authorization. Between March 31, 2016 and April 25, 2016, the Company has made additional repurchases of 136,816 shares for an amount equal to $5.8 million. |
Nature of operations, basis o18
Nature of operations, basis of presentation and recently issues accounting pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization Consolidation Basis Of Presentation Business Description And Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair statement have been included. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (the “2015 Form 10-K”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates including those related to revenue recognition, contractual allowances, doubtful accounts, inventories, potential goodwill and intangible asset impairment, fair value measurements, litigation and contingent liabilities, income taxes, and shared-based compensation. Actual results could differ from these estimates. As permitted under U.S. GAAP, interim accounting for certain expenses, including income taxes, are based on full year forecasts. |
Cash flow statement reclassification | As previously disclosed, the Company identified a classification error in its statement of cash flows for the quarter ended March 31, 2015. This classification error has been corrected in the comparative presentation of the statement of cash flows for the three months ended March 31, 2015 contained herein. |
Recently issued accounting standards | Recently issued accounting pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers 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 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories were as follows: (U.S. Dollars, in thousands) March 31, 2016 December 31, 2015 Raw materials $ 3,923 $ 4,976 Work-in-process 5,593 5,087 Finished products 46,066 42,947 Deferred cost of sales 4,205 4,553 Total inventory $ 59,787 $ 57,563 |
Derivative instruments (Tables)
Derivative instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Values of Derivative Instruments | In the ordinary course of business, the Company is exposed to the impact of changes in interest rates and foreign currency fluctuations. During 2016 and 2015 the Company made use of a foreign cross-currency swap agreement to manage cash flow exposure generated from foreign currency fluctuations. 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). (U.S. Dollars, in thousands) As of March 31, 2016 Fair f (unfavorable) Balance sheet classification Cross-currency swap $ 2,033 Prepaid expenses and other current assets Warrants $ 321 Other long-term assets As of December 31, 2015 Cross-currency swap $ 2,485 Prepaid expenses and other current assets Warrants $ 321 Other long-term assets |
Schedule of Gain (Loss) Recognized in Other Comprehensive Income (Loss) | Three Months Ended March 31, (U.S. Dollars, in thousands) 2016 2015 Cross-currency swap unrealized gain (loss), net of taxes $ 26 $ 669 Warrants unrealized loss, net of taxes $ — $ (4 ) |
Fair value measurements (Tables
Fair value measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 | The fair value of the Company’s financial assets and liabilities on a recurring basis were as follows: (U.S. Dollars, in thousands) March 31, 2016 Level 1 Level 2 Level 3 Assets Collective trust funds $ 1,591 $ — $ 1,591 $ — Treasury securities 513 513 — — Certificates of deposit 384 384 — — Derivative securities 2,033 — 2,033 — Debt securities 12,150 — — 12,150 Total $ 16,671 $ 897 $ 3,624 $ 12,150 Liabilities Deferred compensation plan $ (1,459 ) $ — $ (1,459 ) $ — Total $ (1,459 ) $ — $ (1,459 ) $ — (U.S. Dollars, in thousands) 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 ) $ — |
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) Balance at December 31, 2015 $ 12,658 Accrued interest income 316 Unrealized loss on debt securities (824 ) Balance at March 31, 2016 $ 12,150 |
Accumulated other comprehensi22
Accumulated other comprehensive loss (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Components of Changes in Accumulated Other Comprehensive Loss | The components of and changes in accumulated other comprehensive loss were as follows: (U.S. Dollars, in thousands) Currency Translation Adjustments Change in Fair Value of Derivatives Change in Fair Value of Debt Securities Accumulated Other Comprehensive Loss Balance at December 31, 2015 $ (4,389 ) $ 228 $ (2,071 ) $ (6,232 ) Unrealized gain on derivative instruments, net of tax of $22 — 26 — 26 Unrealized loss on debt securities, net of tax benefit of $297 — — (527 ) (527 ) Foreign currency translation adjustment (1) 1,221 — — 1,221 Balance at March 31, 2016 $ (3,168 ) $ 254 $ (2,598 ) $ (5,512 ) ___________________________________________ (1) As unremitted earnings generally remain indefinitely reinvested in the non U.S. dollar denominated foreign subsidiaries, no deferred taxes are recognized on the related foreign currency translation adjustment. |
Earnings per share (Tables)
Earnings per share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Weighted Average Shares Used in Calculation of Basic and Diluted Net (Loss) Income Per Share | The following is a reconciliation of the weighted average shares used in the basic and diluted net loss per common share computations. Three Months Ended March 31, 2016 2015 Weighted average common shares-basic 18,477,881 18,731,985 Effect of dilutive securities: Unexercised stock options net of treasury share repurchase 271,520 — Weighted average common shares-diluted 18,749,401 18,731,985 |
Business segment information (T
Business segment information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales by SBU Reporting Segment | The tables below present net sales for continuing operations by SBU reporting segment. Net sales include product sales and marketing service fees. Marketing service fees, which are recorded on a net basis, are comprised of fees earned for the marketing of Trinity Evolution ® ® Three Months Ended March 31, (U.S. Dollars, in thousands) 2016 2015 Reported Change Constant Currency Change BioStim $ 41,044 $ 37,700 8.9 % 8.9 % Biologics 14,094 13,961 1.0 % 1.0 % Extremity Fixation 24,709 21,815 13.3 % 20.9 % Spine Fixation 18,832 16,286 15.6 % 15.8 % Total net sales $ 98,679 $ 89,762 9.9 % 11.8 % |
Summary of Net Margin by SBU Reporting Segment | The table below presents net margin by SBU reporting segment: Three Months Ended March 31, (U.S. Dollars, in thousands) 2016 2015 BioStim $ 16,411 $ 14,013 Biologics 6,104 5,944 Extremity Fixation 7,178 7,016 Spine Fixation 2,336 (529 ) Corporate (302 ) (306 ) Total net margin 31,727 26,138 General and administrative 16,718 21,569 Research and development 7,636 5,845 Restatements and related costs 245 5,916 Operating income (loss) $ 7,128 $ (7,192 ) |
Nature of operations, basis o25
Nature of operations, basis of presentation and recently issues accounting pronouncements - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2016Segment | |
Organization Consolidation Basis Of Presentation Business Description And Accounting Policies [Abstract] | |
Number Of Reporting Units | 4 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 3,923 | $ 4,976 |
Work-in-process | 5,593 | 5,087 |
Finished products | 46,066 | 42,947 |
Deferred cost of sales | 4,205 | 4,553 |
Total inventory | $ 59,787 | $ 57,563 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | 3 Months Ended | |||
Mar. 31, 2016USD ($) | Mar. 31, 2016EUR (€) | Dec. 31, 2015USD ($) | Aug. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 6,600,000 | € 5,800,000 | $ 6,300,000 | |
Amount outstanding under lines of credit | $ 0 | |||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument term (in years) | 5 years | |||
Maximum borrowing capacity | $ 125,000,000 | |||
Amount outstanding under lines of credit | $ 0 | |||
Line of credit, leverage ratio | 3 | |||
Line of credit, interest coverage ratio | 300.00% |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Fair Values of Derivative Instruments (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Prepaid expenses and other current assets [Member] | Cross-Currency swap [Member] | ||
Derivatives Fair Value [Line Items] | ||
Fair value: favorable (unfavorable) | $ 2,033 | $ 2,485 |
Other long-term assets [Member] | Warrants [Member] | ||
Derivatives Fair Value [Line Items] | ||
Fair value: favorable (unfavorable) | $ 321 | $ 321 |
Derivative Instruments - Sche29
Derivative Instruments - Schedule of Gain (Loss) Recognized in Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cross-Currency swap [Member] | ||
Derivative [Line Items] | ||
Unrealized gain (loss) on derivative instruments, net of taxes | $ 26 | $ 669 |
Warrants [Member] | ||
Derivative [Line Items] | ||
Unrealized gain (loss) on derivative instruments, net of taxes | $ (4) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Recorded at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
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 | $ 12,150 | $ 12,658 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 16,671 | 17,597 |
Deferred compensation plan, Liabilities | (1,459) | (1,503) |
Liabilities fair value, Total | (1,459) | (1,503) |
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 | 1,591 | 1,622 |
Fair Value, Measurements, Recurring [Member] | Treasury Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 513 | 495 |
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 | 384 | 337 |
Fair Value, Measurements, Recurring [Member] | Derivative Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 2,033 | 2,485 |
Fair Value, Measurements, Recurring [Member] | Debt Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 12,150 | 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 | 897 | 832 |
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 | 513 | 495 |
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 | 384 | 337 |
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 | 3,624 | 4,107 |
Deferred compensation plan, Liabilities | (1,459) | (1,503) |
Liabilities fair value, Total | (1,459) | (1,503) |
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 | 1,591 | 1,622 |
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 | 2,033 | 2,485 |
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 | 12,150 | 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 | $ 12,150 | $ 12,658 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 04, 2015 | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Unrealized loss on debt securities | $ 824 | $ 3,300 | |
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 - Sch32
Fair Value Measurements - Schedule of Reconciliation of Debt Securities (Detail) - Debt Securities [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 12,658 | |
Accrued interest income | 316 | |
Unrealized loss on debt securities | (824) | $ (3,300) |
Ending balance | $ 12,150 | $ 12,658 |
Accumulated Other Comprehensi33
Accumulated Other Comprehensive Loss - Components of Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | $ (6,232) | |
Unrealized gain on derivative instruments, net of tax | 26 | $ 665 |
Unrealized loss on debt securities, net of tax | (527) | |
Ending Balance | (5,512) | |
Currency Translation Adjustments [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | (4,389) | |
Foreign currency translation adjustment | 1,221 | |
Ending Balance | (3,168) | |
Change in Fair Value of Derivatives [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | 228 | |
Unrealized gain on derivative instruments, net of tax | 26 | |
Ending Balance | 254 | |
Change in Fair Value of Debt Securities [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | (2,071) | |
Unrealized loss on debt securities, net of tax | (527) | |
Ending Balance | (2,598) | |
Accumulated Other Comprehensive Loss [Member] | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | (6,232) | |
Unrealized gain on derivative instruments, net of tax | 26 | |
Unrealized loss on debt securities, net of tax | (527) | |
Foreign currency translation adjustment | 1,221 | |
Ending Balance | $ (5,512) |
Accumulated Other Comprehensi34
Accumulated Other Comprehensive Loss - Components of Changes in Accumulated Other Comprehensive Loss (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Currency Translation Adjustments [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Deferred taxes recognized on related foreign currency translation adjustment | $ 0 |
Change in Fair Value of Derivatives [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Unrealized gain on derivative instruments, tax | 22,000 |
Change in Fair Value of Debt Securities [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Unrealized loss on debt securities, tax | 297,000 |
Accumulated Other Comprehensive Loss [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Unrealized gain on derivative instruments, tax | 22,000 |
Unrealized loss on debt securities, tax | 297,000 |
Deferred taxes recognized on related foreign currency translation adjustment | $ 0 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Reconciliation of Weighted Average Shares Used in Calculation of Basic and Diluted Net (Loss) Income Per Share (Detail) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Weighted average common shares-basic | 18,477,881 | 18,731,985 |
Effect of dilutive securities: | ||
Unexercised stock options net of treasury share repurchase | 271,520 | |
Weighted average common shares-diluted | 18,749,401 | 18,731,985 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Performance-Based Restricted Stock Awards and Options to Purchase Common Stock [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Outstanding awards and options not included in diluted earnings per share | 387,396 | 894,565 | |
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 | 182,266 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Detail) - USD ($) | Mar. 31, 2016 | Aug. 05, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Share-based compensation expense recognized | $ 2,000,000 | $ 1,800,000 | ||||
Shares issued under stock purchase plan, stock option exercises and restricted stock | 203,398 | 145,866 | ||||
Performance Based [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Share-based compensation expense recognized | $ 0 | |||||
Non-vested shares | 41,910 | 68,750 | 99,600 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ (4,294) | $ (964) |
Income tax effective rate | 48.10% | 14.20% |
Income tax effective rate excluding the impact of discrete charges | 46.30% | 9.20% |
Business Segment Information -
Business Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of strategic business units | 4 |
Business Segment Information 40
Business Segment Information - Schedule of Net Sales by SBU Reporting Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Net Sales | $ 98,679 | $ 89,762 |
Reported Change | 9.90% | |
Constant Currency Change | 11.80% | |
BioStim [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | $ 41,044 | 37,700 |
Reported Change | 8.90% | |
Constant Currency Change | 8.90% | |
Biologics [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | $ 14,094 | 13,961 |
Reported Change | 1.00% | |
Constant Currency Change | 1.00% | |
Extremity Fixation [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | $ 24,709 | 21,815 |
Reported Change | 13.30% | |
Constant Currency Change | 20.90% | |
Spine Fixation [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | $ 18,832 | $ 16,286 |
Reported Change | 15.60% | |
Constant Currency Change | 15.80% |
Business Segment Information 41
Business Segment Information - Summary of Net Margin by SBU Reporting Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Total net margin | $ 31,727 | $ 26,138 |
General and administrative | 16,718 | 21,569 |
Research and development | 7,636 | 5,845 |
Restatements and related costs | 245 | 5,916 |
Operating income (loss) | 7,128 | (7,192) |
Operating Segments [Member] | BioStim [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net margin | 16,411 | 14,013 |
Operating Segments [Member] | Biologics [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net margin | 6,104 | 5,944 |
Operating Segments [Member] | Extremity Fixation [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net margin | 7,178 | 7,016 |
Operating Segments [Member] | Spine Fixation [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net margin | 2,336 | (529) |
Corporate, Non-Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net margin | (302) | (306) |
Material Reconciling Items [Member] | ||
Segment Reporting Information [Line Items] | ||
General and administrative | 16,718 | 21,569 |
Research and development | 7,636 | 5,845 |
Restatements and related costs | $ 245 | $ 5,916 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) - USD ($) $ in Millions | Feb. 29, 2016 | Mar. 31, 2016 | Dec. 31, 2012 | Dec. 31, 2015 |
Commitment And Contingencies [Line Items] | ||||
Judgments and settlement costs | $ 0.3 | |||
Amount paid to settlement of claims | $ 1.3 | |||
Discontinued operations for compensatory damages and exemplary damages | $ 6 | |||
IMSS [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Settlement amount payable in cash | $ 1 | |||
Settlement amount payable in form of products and training | $ 3 | |||
Agreement consisting of cash and inventory included in general and administrative expense | $ 4 | |||
Litigation Related To Promeca | ||||
Commitment And Contingencies [Line Items] | ||||
Deferred prosecution agreement term | 3 years |
Share repurchase plan - Additio
Share repurchase plan - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |
Apr. 25, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Equity Class Of Treasury Stock [Line Items] | |||
Share repurchase program, authorized amount | $ 75,000,000 | ||
Common stock repurchased, shares | 676,259 | ||
Common stock repurchased, amount | $ 26,500,000 | ||
Common stock repurchased, price per share | $ 39.13 | ||
Share repurchase program, remaining authorized amount | $ 37,000,000 | ||
Subsequent Event | |||
Equity Class Of Treasury Stock [Line Items] | |||
Common stock repurchased, shares | 136,816 | ||
Common stock repurchased, amount | $ 5,800,000 |